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Advancing Asia GOVERNANCE & AUDITED FINANCIAL STATEMENTS 2020 Governance & Compliance Information Governance & Audited Financial Statements 2020 Contents GOVERNANCE Group Corporate Structure 2 Profile of Directors 4 Board Remuneration 7 Directors’ Training List 2020 8 Profile of Group Senior Leadership Team 10 Profile of Operating Companies’ Management Team 14 Significant Milestones in 2020 16 Awards 17 Statement on Risk Management and Internal Control 25 Board Audit Committee Report 35 Building Digital Trust Through Data Privacy and Cyber Security 37 Additional Compliance Information 39 AUDITED FINANCIAL STATEMENTS Directors’ Responsibility Statement 43 Audited Financial Statements for the financial year ended 31 December 2020 44 OTHER INFORMATION Shareholding Statistics 184 List of Top Ten Properties 187 Net Book Value of Land & Buildings 188 Glossary 189 Axiata’s Integrated Annual Report 2020 Suite is made up of the following: IAR Integrated Annual Report GAFS Governance & Audited SNCR Sustainability & 2020 Financial Statements 2020 National Contribution Report 2020 2 GOVERNANCE Governance & Compliance Information Governance & Audited Financial Statements 2020 Group Corporate Structure* As at 15 April 2021 AXIATA GROUP BERHAD Celcom Axiata Berhad Axiata SPV1 Axiata Investments 1 Axiata Digital Services (Malaysia) (Labuan) Limited (India) Limited Sdn Bhd (Labuan) (Mauritius) (Malaysia) 96.47% Celcom Resources Berhad Axiata Investments Axiata SPV2 Axiata Digital (Malaysia) 2 (India) Limited Berhad Advertising Sdn Bhd (Mauritius) (Malaysia) Celcom Networks Sdn Bhd (Malaysia) 81.69% (Malaysia) PT Axiata Digital Celcom Mobile Sdn Bhd Axiata Management Analytics Indonesia (Malaysia) Services Sdn Bhd (Indonesia) (Malaysia) Celcom Properties Sdn Bhd Axiata Digital (Malaysia) Bangladesh Axiata Foundation# (Private) Limited Celcom Retail Holding (Bangladesh) Sdn Bhd (Malaysia) Boost Holdings Axiata Investments Reynolds Sdn Bhd Celcom Retail Sdn Bhd (UK) Limited Holdings Limited (Malaysia) 78.12% (Malaysia) (United Kingdom) (St. Kitts & Nevis) Axiata Digital Capital Celcom Timur (Sabah) 80.00% Sdn Bhd Sdn Bhd Ncell Axiata Limited Axiata Business (Malaysia) (Malaysia) (Formerly known Services Sdn Bhd as Ncell Private Tune Talk Sdn Bhd (Malaysia) PT Axiata Digital 35.00% Limited) (Malaysia) Capital Indonesia (Nepal) 80.00% (Indonesia) Xpand Investments Merchantrade Asia 20.00% (Labuan) Limited Sdn Bhd PT Axiata Digital (Labuan) (Malaysia) Services Indonesia (Indonesia) Suvitech Axiata Global Sacofa Sdn Bhd 65.00% 15.12% Co., Ltd Services Pte Ltd (Malaysia) Axiata Digital (Thailand) (Singapore) eCode Sdn Bhd (Malaysia) Axiata SPV5 (Labuan) Limited Apigate Sdn Bhd (Labuan) (Malaysia) Axiata Investments Apigate India (Singapore) Limited Services Private (Labuan) Limited (India) Axiata SPV4 Sdn Bhd Apigate Inc. (Malaysia) (USA) Apigate (Private) Axiata Digital Limited Innovation Fund (Sri Lanka) Sdn Bhd 62.19% (Malaysia) Trust Axiata Digital Limited (Bangladesh) 49.00% Legend: * Depicting active subsidiaries, associates and affiliates Key Operating Companies Wholly-owned Subsidiaries Note: Non wholly-owned Subsidiaries The complete list of subsidiaries, associates and joint ventures and their Associates/Affiliates respective principal activities, country of incorporation and the Group’s Listed Companies effective interest are shown in notes 44 to 46 to the financial statements on # Company Limited by Guarantee pages 162 to 171 of this Governance & Audited Financial Statements 2020. 2 Governance & Compliance Information Governance & Audited Financial Statements 2020 Group Corporate Structure* As at 15 April 2021 ADA Digital Singapore Axiata Investments edotco Group Sdn Bhd Axiata Investments Pte Ltd (Cambodia) Limited (Malaysia) (Labuan) Limited (Singapore) 63.00% (Labuan) (Labuan) ADA Digital Philippines edotco Malaysia Sdn Bhd Inc. Axiata (Cambodia) (Malaysia) Axiata Investments (Philippines) 99.99% Holdings Limited 0.002% (Indonesia) Sdn Bhd (Labuan) 79.998% 72.48% (Malaysia) ADA Asia Malaysia Tanjung Digital Sdn Bhd Sdn Bhd (Malaysia) PT XL Axiata Tbk ‡ (Malaysia) Smart Axiata Co., Ltd (Indonesia) (Cambodia) Yiked Bina Sdn Bhd 66.48% PT ADA Asia Indonesia (Malaysia) (Indonesia) 70% 99.00% Pi Pay International On Site Services Sdn Bhd PT Princeton Digital Co., Ltd. (Malaysia) Group Data Centres ADA Digital (Hong Kong) 26.42% edotco Holdings (Labuan) (Indonesia) (Thailand) Co Ltd 30.00% Limited (Thailand) 99.85% Pi Pay Plc (Labuan) (Cambodia) 95.00% edotco Investments 20% 80% edotco Investments (Labuan) Limited edotco (Cambodia) Singapore Pte. Ltd. (Labuan) Co., Ltd (Singapore) 87.50% (Cambodia) edotco Services Lanka (Private) Limited Asian Towers Holdings SADIF LP (Sri Lanka) Pte. Limited (Labuan) 80.00% (Singapore) edotco Towers (Bangladesh) 1.00% Limited (Bangladesh) 99.00% edotco Myanmar 35.7% Limited (Myanmar) edotco Pakistan (Private) edotco Bangladesh Co. Ltd 34.3% Limited (Pakistan) edotco Urban (Bangladesh) Infrashare Ltd edotco Towers Pakistan (Myanmar) 80% (Private) Limited edotco Lao Company Limited (Pakistan) Robi Axiata Limited ‡ (Laos) 51% (Bangladesh) ISOC edotco Towers, Inc. 61.82% (Philippines) RedDot Digital Dialog Broadband H One (Private) Limited Telecard (Private) Limited Limited (Sri Lanka) (Sri Lanka) Networks (Private) (Bangladesh) 99.99% Limited Digital Realty (Private) (Sri Lanka) Limited Axiata Lanka (Private) Dialog Device Trading (Sri Lanka) 35.00% Limited (Private) Limited (Sri Lanka) (Sri Lanka) Dialog Television Axiata Digital Labs (Private) Limited (Private) Limited (Sri Lanka) (Sri Lanka) Digital Holdings Lanka Digital Health (Private) (Private) Limited Dialog Axiata PLC ‡ Limited (Sri Lanka) (Sri Lanka) (Sri Lanka) 37.24% 83.01% Dialog Business Services Headstart (Private) My Health Solutions (Private) Limited Limited (Private) Limited (Sri Lanka) (Sri Lanka) 50.59% (Sri Lanka) Dialog Finance PLC ‡ 25% Dialog Axiata Digital (Sri Lanka) 99.05% Innovation Fund (Private) Limited Dialog Network Services Firstsource – Dialog (Sri Lanka) 25% (Private) Limited Solutions (Private) Limited (Sri Lanka) (Sri Lanka) 26.00% 3 Governance & Compliance Information Governance & Audited Financial Statements 2020 Profile of Directors TAN SRI GHAZZALI SHEIKH DATO’ IZZADDIN IDRIS DATO DR NIK RAMLAH NIK ABDUL KHALID Managing Director/ MAHMOOD Chairman President & Group Chief Executive Officer Senior Independent Non-Executive Non-Independent Non-Executive Director Director Nationality / Age / Gender: Nationality / Age / Gender: Nationality / Age / Gender: Malaysian / 75 / Male Malaysian / 58 / Male Malaysian / 65 / Female Date of Appointment: Date of Appointment: Date of Appointment: 24 March 2008 24 November 2016 21 March 2017 Length of Service: Length of Service: Length of Service at Axiata: 13 years 4 years 4 months 4 years Date of Last Re-election: Date of Last Re-election: Date of Last Re-election: 29 May 2019 29 May 2019 29 July 2020 Membership of Board Committees: Membership of Board Committees: Membership of Board Committees: • Nil • Board Risk and Compliance Committee • Board Nomination and Remuneration • Board Annual Report Committee Committee (Chairman) Qualifications: • Axiata Enterprise Investment Board • Board Risk and Compliance Committee • Degree in Economics, La Trobe University, Committee Australia Qualifications: Qualifications: • Bachelor of Law with Honours, University of Working Experience and Occupation: • Bachelor of Commerce Degree (First Class Malaya Ghazzali was appointed as Axiata’s Chairman Honours in Finance), University of New South • Master of Law and PhD in Law, University of on 1 November 2018, following a 10-year Wales, Australia London stint as Board Member since March 2008. • Fellow of CPA Australia (FCPA) Subsequent to his appointment as Axiata’s • Member of the Malaysian Institute of Working Experience and Occupation: Chairman, he relinquished his position as Accountants (MIA) Dr Nik Ramlah retired as Deputy Chief Executive the Chairman of Board Nomination and of Securities Commission Malaysia (SC) in Remuneration Committee of Axiata. He was re- Working Experience and Occupation: March 2016, having served the organisation designated from Independent Non-Executive Izzaddin was appointed as Managing Director/ for 23 years. She has extensive experience in Director (INED) to Non-INED effective 24 March President & Group Chief Executive Officer policy and regulatory reform, capital market 2020. Ghazzali served as chairman of Robi of Axiata on 1 January 2021 after serving regulation, corporate governance and Islamic Axiata Limited and Ncell Axiata Limited from as Executive Director/ Deputy Group Chief finance. Prior to joining the SC, Dr Nik Ramlah December 2009 to January 2019 and from April Executive Officer of Axiata Group Berhad since was an Associate Professor at the Faculty of 2016 to January 2019 respectively. 24 January 2020. He joined the Board of Axiata Law, University of Malaya. in November 2016 as a Non-Independent Non- Ghazzali has made his career as a diplomat Executive Director and was re-designated as Dr Nik Ramlah is a member of the Board of since 1971 and became the Ambassador of Independent Non-Executive Director in March Directors of Perbadanan Insurans Deposit Malaysia to USA in March 1999. Prior to his 2019. Malaysia, Institute for Capital Market Research appointment to Washington, D.C., he served Malaysia and the International Centre for as Deputy Secretary-General at the Ministry Prior to joining Axiata, Izzaddin was the Group Education in Islamic Finance (INCEIF).