CelcomDigi Berhad - Integrated Annual Report 2022

Advancing
& Inspiring
Society Integrated Annual Report 2022
Integrated Annual Report 2022

inside this report
getting started 5 how we UPHOLD
1 About This Report
good governance
76 Board of Directors
77 Board of Directors’ Profiles
1 Who We Are 82 CelcomDigi’s Management

2 About CelcomDigi 83 Management’s Profiles
4 Our Journey towards Merger 86 Corporate Governance Overview Statement
6 Value We Created 111 Statement on Risk Management and Internal
7 Our Corporate Structure Control
118 Additional Compliance Information
120 Statement of Responsibility by Directors
2 MESSAGE FROM OUR LEADERS
10 Chair of the Board’s Statement
12 Conversation with the Chief Executive Officer 6 audited
15 Five-Year Financial Summary
financial statements
122 Directors’ Report
127 Statement by Directors
3 OUR PLANS FOR SUCCESS 127 Statutory Declaration

18 Our Business Model 128 Independent Auditors’ Report
20 Our Operating Landscape 134 Statements of Comprehensive Income
24 Our Key Relationships 135 Statements of Financial Position
27 Our Material Matters 137 Statements of Changes in Equity
31 Our Key Risks 138 Statements of Cash Flows
34 Our Corporate Strategy 141 Notes to the Financial Statements
4 how we create value 7 other information

38 Financial Capital 226 Independent Assurance Report
44 Manufactured Capital 230 Corporate Information
48 Intellectual Capital 231 Corporate Directory
54 Human Capital 232 List of Top 10 Properties
60 Natural Capital 233 Disclosure of Recurrent Related Party Transactions
67 Social and Relationship Capital 236 Share Price Development
237 Statistics on Shareholdings
238 Statement of Directors’ and Chief Executives’
Shareholdings
239 List of 30 Largest Shareholders
241 Notice of Annual General Meeting
• Form of Proxy
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Integrated Annual Report 2022 online
Integrated Annual Report 2022 1
About This Report

We are pleased to present CelcomDigi Berhad’s (formerly known as Digi.Com Berhad) first Integrated Annual Report (IAR), for the
financial year 2022, following the completion of the merger between Celcom and Digi on 30 November 2022. This IAR is prepared in
accordance with the framework of the International Integrated Reporting Council (IIRC).
This report covers all business activities of CelcomDigi in 2022, including information pertaining to financial and non-financial
performance. Through this report, we aim to provide our readers with a transparent and holistic overview of our accomplishments in
2022 and a glimpse of what lies ahead for CelcomDigi.
Scope and Reporting Boundaries Forward-Looking Statements Approval by the Board
This IAR 2022 covers the business Our business model and operating The Board of Directors (Board) of
activities of Digi.Com Berhad (Digi) landscape post-merger present new CelcomDigi has ensured the integrity
and Celcom Berhad (formerly known uncertainties and risks that may change of this report through meticulous
as Celcom Axiata Berhad) (Celcom). in the future. The forward-looking governance and effective disclosure
The scope and reporting boundaries statements within this report only provide controls and procedures. The Reporting
of the IAR 2022 include: Committee, comprising the Chief
readers with a potential outlook on our
Executive Officer (CEO), Deputy CEO,
plans. Readers should be aware that
• Digi’s performance from Chief Financial Officer, Chief Corporate
any forward-looking statements are not
1 January 2022 to 31 December Affairs Officer, and the relevant
2022; and guaranteed performances or business departments have ensured that the
• Celcom’s performance from plans of CelcomDigi. report is compliant with all regulations
1 December 2022 to 31 December and reporting frameworks. This report
2022. Reporting Suites was reviewed and approved by the Board
on 23 March 2023.
Celcom’s performance from 1 January We are committed to reporting in a
2022 to 30 November 2022 is reported transparent and honest manner. To Our Reporting Frameworks
in Axiata Group Berhad’s IAR. view the full reporting suite, please and Principles
visit our website at https://celcomdigi.
This IAR is aligned with both local and
listedcompany.com/home.html.
international standards. The following is
Materiality
a list of the current reporting frameworks
Integrated
Our material matters are identified from Annual Report 2022 and principles that CelcomDigi adheres to:
our strategic business plans and are
continuously monitored given that they Reporting frameworks and principles:
Sustainability Performance
affect our ability to create and preserve and GRI Index 1. IIRC’s Integrated Reporting <IR>
value for our stakeholders. We have Framework
reviewed and revised matters considered
Corporate Governance 2. Companies Act 2016
most material for this report.
Report 2022 3. Main Market Listing Requirements of
Bursa Malaysia
Assurance
4. Bursa Sustainability Reporting Guide &
TCFD Report 2022
Our audited financial statements were Toolkits
prepared in accordance with the MFRS, 5. Malaysian Code on Corporate
IFRS, and the requirements of the Navigation Icons Governance
Companies Act 2016 in Malaysia. The 6. Malaysian Financial Reporting
audited financial statements are disclosed Our Capitals Standards (MFRS)
in Section 6 from pages 122 to 225. We 7. International Financial Reporting
have obtained limited assurance from an Financial Natural Standards (IFRS)
independent auditor on selected non- Capital Capital
8. Global Reporting Initiative (GRI)
financial indicators. Further details of
Manufactured Human
Standards
the independent assurance report can be
Capital Capital 9. ISAE 3000 (Revised) – Limited
found on pages 226 to 229.
Assurance Engagement
Intellectual Social and 10. Task Force on Climate-related Financial
Capital Relationship
Capital Disclosures (TCFD)
2 CelcomDigi Berhad 1 2 3 4 5 6 7
About CelcomDigi
Creating A World Inspired By You

We are driven by our purpose of Advancing and Inspiring Society
through technology and innovation, with a strong commitment to
being an inclusive and responsible business institution.
Today, we serve more than 20 million customers across Malaysia, leveraging the combined scale,
experience, and talents of two homegrown brands: Celcom and Digi. With our collective 60 years of
solid market experience, along with the backing of two global telecommunications giants, Axiata
Group Berhad (Axiata) and Telenor Group (Telenor), the new CelcomDigi can significantly invest in
strengthening our network coverage and quality.
We are well positioned to drive 5G adoptions and 5G solutions to develop new growth opportunities for
Malaysian businesses, while attracting partnerships with global technology companies to bring new
innovation to drive the nation’s digital aspirations.
1 2 3 4 5 6 7 Integrated Annual Report 2022 3
About CelcomDigi
Our core identity is a synthesis of the unique strengths of Celcom

and Digi, which is embedded in our DNA to drive and motivate every
CDzen.
OUR OUR
PURPOSE VISION
Advancing and To Be The Nation’s Top Telco-Tech Company
Inspiring Society As the largest telco today, we are transforming ourselves beyond core connectivity to offer
best-in-class customer experiences. With our wider range of offerings – now including
Home & Fibre and Enterprise solutions – we are committed to leading in digitalisation and
innovation, enabling an inclusive and sustainable digital society.
OUR
VALUES Customer Obsessed
We aim to provide outstanding customer
Performing Relentlessly
We are building a culture of performance
journeys for more than 20 million Malaysian excellence, based on a consistent and solid
consumer and business customers by gaining track record of delivering effectively; new
deep insights and understanding of their ways of working that drive operational
needs and delivering the most relevant efficiency; and a strong belief that as a whole,
products and experiences for them. CDzens are greater than the sum of our parts.
Stronger Together Responsible and Caring

We draw from our deep and diverse talent We are deeply committed to being an
pool a richness of perspectives, experiences, inclusive and inspiring company that holds
and backgrounds, as well as our ability to to the highest standards of integrity and
collaborate and mobilise as one team to drive business conduct. We act responsibly to
our purpose and vision and live our brand. ensure we create positive impacts for the
community and for everyone we engage with.
OUR Creating A World Inspired By You

brand We are the #1 enabler of the digital lives of Malaysian
spirit consumers, businesses, and society.
Our Journey towards Merger
2021
On 8 April 2021, Axiata Group
CelcomDigi
presented its plans to merge its
Malaysian operations with Telenor
Group. The proposed merger was
marks a new chapter

said to establish a next generation
digital champion for all Malaysians.
in Malaysia’s
digital journey
The merger offers the exciting prospect of creating a strong
Malaysian-led market leader through the strengths of two
established operating companies with a collective experience
of more than 60 years and the backing of two international
telecommunications leaders, Axiata and Telenor.
Through CelcomDigi, we aim to build a stronger capacity to create value through product and market innovation, high-quality data
connectivity, and technological advancement to power Malaysia’s digital ambitions in the years to come.
We are well positioned to serve the growing needs of more than 20 million customers, businesses of all sizes, and for society as a
whole. Our scale and resources will allow us to invest in delivering best-in-class network and customer experience, robust distribution
capabilities, in-built operational efficiencies, and stronger partnerships with global digital giants. The setting up of a world-class
Innovation Centre will further stimulate the development of digital talents and accelerate the nation’s digitalisation agenda. Our wider
reach enables us to bridge the digital divide and spur equitable socioeconomic participation.
CelcomDigi’s purpose is to advance and inspire society by being a leading innovation icon and ally to the nation to drive a progressive
digital economy that will be key to Malaysia’s future economic resilience and competitiveness.
Our Journey towards Merger
On 21 June 2021, Telenor On 24 November 2021, a merger On 29 June 2022,

Group and Axiata Group application between Celcom and the Celcom-Digi
concluded their respective Digi was formally submitted to merger received
due diligence exercises and the Malaysian Communications regulatory
announced they had signed a and Multimedia Commission approval from the
Transaction Agreement for the (MCMC) for approval. MCMC.
proposed merger.
On 15 September
2022, Celcom and Digi
received Securities
Commission’s
clearance for the
merger.
On 18 November 2022, Axiata Group and Digi

received shareholders’ approval for the merger of
Celcom’s and Digi’s telco operations, forming one
of the final steps in the merger approval process.
On 1 December 2022, CelcomDigi was established, marking a new
2023 and beyond

chapter in Malaysian history as the nation’s largest connectivity provider,
serving 20 million customers nationwide.
As one of the country’s largest companies,

CelcomDigi is well positioned to be a leading
ally for the development of Malaysia’s digital
economy. With the purpose of advancing
and inspiring society, CelcomDigi aspires to
become the nation’s top telco-tech company.
Value We Created
Our purpose drives how we manage

our business and deliver on our strategy Intellectual Capital
Constituent Member of Bloomberg
to create sustainable value for our
of FTSE4Good Gender-Equality Index 2022
stakeholders. Bursa Malaysia Index First Malaysian
Top 25 percentile corporate listed in the index

since 2021
In the past year, we achieved great milestones as two
separate companies before we ended the year as one.
The value created by the six capitals in this section has
Natural Capital
been consolidated for CelcomDigi Berhad as at
Total Energy Carbon Intensity per Customer*
31 December 2022.
442.3 GWh 0.024
E-Waste Resold Environmental
Financial Capital and Recycled* Management System –
Total Revenue (RM) EBITDA Margin 245 tonnes ISO14001:2015 Certified

since 2021
6.8 billion 44.4%
Market Capitalisation (RM) Total Assets (RM)
47.0 billion 37.5 billion Human Capital

Total Employees Women in
Profit After Tax (RM) CAPEX (RM)
3,818 Leadership
0.8 billion 0.9 billion 37%
Total Dividend Payout (RM) Subscribers
Total Training Percentage of Women
1.0 billion 20.3 million Hours* Board Members
68,673 hours 30% (meets MCCG
2021 requirement)
Manufactured Capital Lost Time Injury Frequency (LTIF) Score*
Maintained at zero with no fatalities recorded
Total Sites Number of Retail
23,000 Touchpoints
12,000+
Fibre Network (km) Social and Relationship Capital
Number of
21,088 Branded and Total taxation and
Franchised Stores zakat paid as our
4G LTE Coverage economic
500+ contribution to
Safe Internet
96% public finance
Suppliers who Engagements on
MyDigi and have signed ABC online safety and
4G LTE-A Coverage Celcom Life Digital Users RM335.5 to date* scam awareness*
90% 10.7 million million 2,245 91,000

Note: *Reported data limited to Digi only
Our Corporate Structure
CELCOMDIGI BERHAD
[formerly known as Digi.Com Berhad]
DIGI TELECOMMUNICATIONS Y3LLOWLABS

SDN BHD SDN BHD
INFRANATION CELCOM NETWORKS

SDN BHD SDN BHD
CELCOM MOBILE TUNE TALK

35%
SDN BHD SDN BHD
CELCOM RETAIL HOLDING CELCOM RETAIL

SDN BHD SDN BHD
CELCOM TRADING
CELCOM RESOURCES BERHAD
SDN BHD
CELCOM PROPERTIES
SDN BHD
CELCOM ECOMMERCE
SDN BHD
CELCOM BERHAD
[formerly known as Celcom Axiata Berhad]
CELCOM INTELLIGENCE
SDN BHD
CELCOM ESCAPE SDN BHD

[formerly known as Escape Axiata Sdn Bhd]
CELCOM TIMUR (SABAH)

80%
SDN BHD
INFRONT CONSULTING INFRONT CONSULTING

60% 69%
GROUP (M) SDN BHD GROUP (S) PTE LTD
BRIDGENET SOLUTIONS
51%
SDN BHD
Legend:
Wholly-Owned Subsidiaries
SACOFA
15.12%
Non-Wholly-Owned Subsidiaries SDN BHD
Associates and Joint Ventures
Customer
Obsessed
We aim to provide outstanding customer journeys
for more than 20 million Malaysian consumer and
business customers by gaining deep insights and
understanding of their needs and delivering the
most relevant products and experiences for them.
Chair of the Board’s Statement
Dear Shareholders,
The establishment of CelcomDigi through the merger of

Celcom and Digi was a major milestone not just for us, but
also for Malaysia’s digitalisation journey. Today, we are
the nation’s largest telecommunications operator and are
proud to be among the top 10 largest companies by market
capitalisation on Bursa Malaysia. We have the scale,
experience, and resources to be the most trusted partner
to consumers, businesses, and government by playing a
significant part in driving the digitalisation growth that will
propel Malaysia’s economic competitiveness.
I am honoured and fully committed to being a

part of this exciting journey with CelcomDigi
Berhad, serving as the Chair of the Board of a
genuinely unique and truly Malaysian market
leader. Together with the backing of two
global telecommunications giants, Axiata and
Telenor, I am confident that we have what it
takes to become a world-class digital telco.
As a leading business institution, we also
have a duty to drive the highest standards
in sustainability and corporate governance,
and to deliver healthy shareholder returns
through focused and sustainable investment
decisions. These are the priorities that I
believe will enable CelcomDigi to deliver on
its purpose of Advancing and Inspiring Society.
YM Tengku Dato’ Sri Azmil Zahruddin

Raja Abdul Aziz
Chair of the Board,
Non-Independent Non-Executive Director
Chair of the Board’s Statement
Developing CelcomDigi into a Top Telco-

Tech Company
We are now ready to drive cutting-

edge solutions, catalyse new growth
opportunities for large enterprises and
SMEs, and attract and partner with global
digital giants in support of the JENDELA
and MyDIGITAL aspirations. Through the
establishment of CelcomDigi’s Innovation
Centre, we will play an active and vital
role in providing world-class connectivity
and customer platforms, while partnering
with entrepreneurs and digital talents to
develop innovations in automation, IoT,
AI, and cyber resilience, among others.
We believe this will position Malaysia maintaining an ‘AA’ rating in the MSCI ESG Today, we have established a clear
for growth in the digital economy and Ratings and a low-to-medium risk rating in governance structure and framework,
establish us as a trusted ally in driving the Sustainalytics’ ESG Risk Rating; attaining which serve as guidelines for all Directors
nation’s ambitions. the gold standard at The Edge Malaysia’s in fulfilling our fiduciary obligations while
ESG Awards; and being listed in the responding strategically to economic and
Sustaining Financial Strength to Deliver Bloomberg Gender-Equality Index 2022. ESG matters. Additionally, through strong
Healthy Shareholder Returns We have also been part of the CDP’s governance stewardship, the Board is fully
(formerly known as Carbon Disclosure aware of the duty it bears in ensuring that
For the financial year 2022, our focused Project) voluntary environmental we continue to deliver on CelcomDigi’s
execution of strategic priorities, solid disclosure of carbon reporting since 2009. vision over the long term, as well as
balance sheet, and prudent financial accelerating our growth trajectory and
management have led the Board to The Board remains steadfast in value creation for all stakeholders.
declare a net dividend per share of 12.2 maintaining our responsible business
sen, returning a total payout of RM1,071 leadership in Malaysia and in continuing
million to shareholders and sustaining a to raise ESG standards. This is reflected in On behalf of the Board, I wish to express
near 100% dividend payout ratio. our commitment to addressing ESG issues my appreciation to the government,
such as digital inclusion, privacy and data regulators, and shareholders for your
Moving forward, we will endeavour to protection, human rights, and health and trust in the vision and formation of
deliver strong and sustainable returns to safety, as well as the impacts of climate CelcomDigi. We also extend our deepest
shareholders, supported by significant change on our business and society. The gratitude to the past Boards and
synergies of our targeted RM8 billion in Board also strives to utilise our breadth of Management teams of Celcom and Digi,
net present value over the next five years. expertise and resources to instil excellent as well as all CDzens, for your collective
We can also expect improvements in ESG practices not only for ourselves, but contribution to the companies’ resilient
EBITDA and cash flow margins that will also for the sector and beyond. performance and for seeing through the
further strengthen our promise to provide integration planning and completion of
sustainable shareholder returns. Committed to Upholding Good the merger in 2022.
Corporate Governance
Delivering on Business Commitments We look forward to engaging with our
Responsibly The Board members of CelcomDigi
shareholders on our future business
Berhad bring together a diversity of
plans at our 26th Annual General
CelcomDigi is built on a solid reputation knowledge and skills, as well as a wealth of
Meeting (AGM), which will be held
of responsible business leadership and industry experience and independence, to
drive our agenda and govern effectively. virtually on 23 May 2023. Please see
has embedded sound ESG practices
We acknowledge that CelcomDigi, as the details outlined in our Notice of
throughout our operations. We recorded
one of Malaysia’s largest corporates, AGM on pages 241 to 248.
several notable achievements in 2022,
including ranking in the top 25 percentile is expected to have strong and robust
of the FTSE4Good Bursa Malaysia Index; corporate governance and the highest
standards of ethics and integrity.
Conversation with the Chief Executive Officer
Dear Shareholders,
2022 was truly a momentous year for us. Amid

macroeconomic and competitive pressures, we delivered
a solid performance, continued to drive the nation’s
recovery post-pandemic, and culminated an extraordinary
year with the completion of the merger between Celcom
and Digi. Celcom and Digi started 2022 as two separate
companies and ended the year as a new, unified, and
stronger CelcomDigi.
CelcomDigi was established with the aim of realising the

combination of scale, experience, resources, and talent
of two iconic Malaysian brands – Celcom and Digi. This
merger has enabled a combined stronger network, better
products and services offerings a wider ecosystem of retail
touchpoints, the best customer experience, and a greater
focus on innovation. Most importantly, CelcomDigi has a
winning talent pool of vastly experienced CDzens to meet
the needs of Malaysian businesses and consumers, now
and in the future.
Today, CelcomDigi is the largest telecommunications service provider in

the country. In the next few years, we will continue to focus on growing our
core mobile business, while expanding into the Enterprise and Home & Fibre
businesses. We will invest in new products and services innovation, as well
as develop technology partnerships and ecosystem through the CelcomDigi
Innovation Centre.
We aspire for CelcomDigi to be the Malaysian based technology company

that will become a new innovation icon for the nation – an institution that has
the scale and resources to be the nation’s digital growth engine, to grow local
talents, and develop the local digital ecosystem, while remaining as a caring
and responsible corporate citizen.
Datuk Idham Nawawi

Chief Executive Officer
Q1 How would you describe

CelcomDigi in 2022?
Some key considerations were:
• Early and detailed integration Read more About CelcomDigi on
pages 2 to 3
planning, which helped us transition
It was a resilient year, as we continued seamlessly into the merged entity.
to prioritise efforts to deliver on the Our people were pivotal in the
Q3
expectations of stakeholders and integration planning. We are proud that What are CelcomDigi’s
customers from all segments, from CelcomDigi today is powered by over ambitions and strategies to
providing high quality connectivity 3,800 plus passionate and competent propel the company forward?
services, better digital experiences and industry experts, an inclusive and
offering products with greater value and diverse workforce in gender, ethnicity, Being the largest telecommunications
flexibility, to deepening our commitments age, and experience, reflective of company today, serving more than 20
as a responsible business. the myriad customers we serve. We million customers, we are well placed
accelerated the process to put in place a to spearhead transformations beyond
We worked alongside the government solid leadership and management team, our core connectivity business to lead in
and industry to improve connectivity governed by our experienced Board of digitalisation and innovation.
for all Malaysians through improved Directors.
network coverage and performance under We aspire to be the digital growth engine
the Jalinan Digital Negara (JENDELA) • Consistent engagement and as the nation’s top telco-tech company.
initiative and rolled out affordable internet communication with key stakeholders, We aim to be the enabler of the digital lives
packages, such as Pakej Peranti and Pakej which helped us obtain the necessary of Malaysian consumers and businesses,
Remaja Keluarga Malaysia, for the rakyat. regulatory approvals. We placed a lot by leveraging our widest network
of emphasis on giving our customers footprint, extensive distribution channels,
At the same time, we were also intensifying assurance on our service quality and and partner ecosystem, wide range of
our integration planning as we got closer experience post-merger, including the innovative digital products and services,
to closing one of the largest and most promise of a best-in-class data network and superior customer experiences.
complex transactions in the industry by and innovative product and service
completing the merger. offerings for all Malaysian consumers To achieve this, we are committed to
and businesses. Equally important, executing our strategy in three areas:
Today, CelcomDigi stands on a solid footing we kept our people, or CDzens,
to better serve our customers and meet constantly informed throughout the a) Focus on growth: Continuously
the rapidly increasing data demand in the process, which kept uncertainties at strengthening the core mobile
coming years with our stronger combined a minimum while operations were business to sustain our market
network, a wider ecosystem of retail running at an optimum. An immediate leadership position, while expanding
touchpoints, and a clear focus on delivering priority post-merger was having robust the Home & Fibre and Enterprise
excellent customer experiences. people engagement activities to unify businesses.
our CDzens from Day 1. Multiple
engagement and feedback sessions at b) Deliver synergies and scale efficiency:
Read more about how we created
value from our capitals on pages all levels were held to allow us to listen Accelerating integration activities
38 to 73 to and act on all feedback. and driving operational excellence
transformation across the organisation
• Ensuring business continuity, which to realise the RM8 billion synergies
Q2 What were some of the key

considerations going into the
was imperative as our execution
machinery continued to deliver
in net present value. This will enable
us to further invest in service quality
merger? consistently to performance and overall customer experience via
expectations. digitalisation and innovation.
It was not an easy task to close one of the
most historic transactions in the industry.
The challenge and complexity of merging • Clear expectations and the
two large mobile operators of equal size establishment of new company DNA
was enormous, to say the least, especially and strategy, which helped rally
in having to conduct business as usual CDzens towards our shared purpose,
throughout the entire duration while vision, ambitions, and core values as
planning for the merger transaction and we build a unique and collaborative
integration activities at the same time. culture together and drive the
company forward.
c) Consistent shareholder returns: ensure we have a sustainable pathway to a

Committing to our promise of greener and more inclusive future for all. On behalf of the Management team,
strengthening the resilience of Albern and I would like to thank all our
shareholder returns with sustainable Read more about our Sustainability customers and shareholders for your
dividends to all trusted shareholders, Focus Areas on page 68
support and continued confidence in
backed by our strong balance sheet and
CelcomDigi throughout the past year.
significant synergies.
Q5
We are also grateful to the Ministry
What is the company’s outlook
and the MCMC for their collaboration
Read more about Our Corporate
and financial guidance for
FY2023? and engagement throughout the
Strategy on pages 34 to 35
merger process, and on many other
The Central Bank of Malaysia has projected shared industry achievements.
gross domestic product (GDP) growth of 4%
Q4 How will CelcomDigi continue

to deliver its sustainability
to 5% this year for Malaysia. This reflects
robust commercial activities in the private I would also like to take this
opportunity to thank the Board of
commitments? consumption and investment segments,
further supported by various government Axiata and Telenor, as well as the past
Sustainability is a topic close to my heart, initiatives to contain inflationary pressures. Boards of Celcom and Digi, for their
and I believe it is built-in with everything In addition, improving tourism activities and
CelcomDigi does. We will focus extensively leadership in guiding their respective
the influx of migrant inflows are expected
on achieving our ambition to become one of business operations, and for playing a
to boost the sector’s overall subscriber and
the ESG best practitioners in the country. revenue growth. These factors bode well for pivotal role in guiding the Management
our 2023 guidance, as summarised below: and our teams in completing the
As one of the largest corporates in • Service revenue growth – Maintaining merger. We look forward to working
Malaysia, we remain conscious of the the growth momentum closely with the Chair and Board
impact we make on the ecosystems we • EBITDA growth – Flat to low single-
operate in. Our immediate priorities in members of CelcomDigi Berhad to
digit increase
sustainability for this year are: deliver on our goals and commitments
• Capex-to-sales ratio – Around 15% to
• Setting a climate management in 2023.
18%
roadmap and embedding climate-
related considerations within our Moreover, with the nation’s focus on Lastly, we want to record our
operations, as well as enhancing our increasing 5G developments, we are firmly appreciation to all CDzens, who have
climate-related reporting. committed to driving 5G leadership while been resilient in delivering quality
• Strengthening the sustainability supporting the 5G partner ecosystem
governance framework with clear experiences and support to our
through smart investments in emerging
oversight of all sustainability initiatives technologies and cutting-edge solutions. customers while balancing priorities
of the company. This will present significant experiences in the merger process and integration
• Bridging the digital gap by providing and benefits to our customers. We will planning. We look forward with vigour
access to the internet, improving establish the CelcomDigi Innovation Centre and enthusiasm to achieving a solid
service reliability, and equipping to serve as a hub to drive digital innovation 2023 as CelcomDigi.
communities with digital skills. and the growth of the local ecosystem, in
• Safeguarding our value chain and line with the government’s aspirations in
ensuring all our partners adhere to and MyDIGITAL.
maintain the same high standards we
aspire to ourselves. All in all, we are confident that CelcomDigi
• Developing talents and championing will deliver a robust 2023, underpinned by
diversity, equality, and inclusion. precise execution of our strategic priorities,
and will build on the pedigree of operational
The key enabler in delivering these excellence that both Celcom and Digi have
commitments and creating widespread excelled in. We also remain committed
impact is leveraging partnerships, so to supporting the Communications and
that we can collectively take measures Digital Ministry’s strategic plans towards ‘a
to address ESG issues in Malaysia. These digital golden decade’, led by our purpose of
commitments are important to us, rooted Advancing and Inspiring Society.
in the spirit of doing the right thing, and will
Five-Year Financial Summary
RM Million 2018 2019 2020 2021 2022

KEY FINANCIAL RESULTS
Revenue 6,527 6,298 6,153 6,336 6,773
Telecommunications revenue
- Service revenue 5,827 5,644 5,428 5,341 5,765
- Others 75 87 84 95 102
- Sales of devices 625 567 641 900 906
Earnings before interest, taxes,
depreciation and amortisation
(EBITDA)1 3,033 3,311 3,080 3,009 3,013
Earnings before interest and taxes (EBIT) 2,229 2,113 1,805 1,729 1,467
Interest cost 130 246 253 210 257
Profit before taxes 2,080 1,892 1,622 1,515 1,218
Profit after taxes 1,541 1,433 1,221 1,162 764
Organic capital expenditure (Capex) 818 751 720 803 888
Operations (ops) cash flow 2,176 2,062 2,432 2,606 2,559
KEY FINANCIAL POSITIONS
Total assets 6,206 8,149 8,187 7,840 37,539
Non-current liabilities 2,838 4,732 5,067 4,275 12,867
Total debts 2,694 5,150 5,452 4,960 14,887
- Conventional borrowing 1,293 780 555 333 814
- Islamic borrowing 1,393 2,322 2,316 2,168 8,060
- Bankers' acceptances - - - - 3
- Finance lease 8 2,048 2,581 2,459 6,010
Shareholders’ equity 673 660 606 633 16,314
KEY FINANCIAL RATIOS 3
Return on equity 229% 217% 201% 184% 13%

Return on total assets 25% 18% 15% 15% 6%
EBITDA margin 46% 53% 50% 47% 49%
Net debt/EBITDA (x) 0.7 1.4 1.7 1.6 2.2
Interest cover (x) 17.1 8.6 7.1 8.2 5.9
SHARE INFORMATION
Earnings per share (sen) 19.8 18.4 15.7 14.9 9.4
Dividend per share (sen) 19.6 18.2 15.6 14.9 12.2
Net assets per share (sen) 8.7 8.5 7.8 8.1 200.9
Dividend yield 4.4% 4.1% 3.8% 3.4% 3.1%2
Notes:
• 2018 based on pre-MFRS 16
1 EBITDA excludes the gain or loss on:
- disposal and write-off of property, plant, and equipment
- disposal and write-off of intangible assets
- termination of lease
2 Yield based on the closing price of RM4.00 as at 31 December 2022
3 Key financial ratios for 2022 based on proforma number assuming acquisition of Celcom Berhad had taken place at the beginning of the financial year
Performing
Relentlessly
We are building a culture of performance excellence,
based on a consistent and solid track record of
delivering effectively; new ways of working that drive
operational efficiency; and a strong belief that as a
whole, CDzens are greater than the sum of our parts.
Our Business Model
Our business model illustrates how we employ our key assets to

Our purpose of Advancing and execute our strategies, thus creating sustainable long-term value
Inspiring Society guides how we for our stakeholders.
operate our business and drives We believe that our business model augments our ability to
deliver greater connectivity, innovative services, and advanced
our commitment to powering technological solutions to society, enabling us to be the nation’s top
Malaysia’s digital ambitions. telco-tech company.
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Strong Leadership Corporate Governance Financial Resilience VALUE Created

Further details can be found in the Chair Further details on the Corporate Governance Overview Further details on the Summary of Financial Further details on CelcomDigi and the
and CEO’s statements on pages 10 to 14 Statement can be found on pages 86 to 110 Performance can be found on page 15 Value We Created can be found on page 6
Our Business Model
1 Assets For more information on how we utilise our assets, please refer to the Capitals section on pages 38 to 73
Financial Infrastructure Intellectual Distribution People

• Largest telco by market • 23,000 mobile towers • Over 60 years of • 12,000 retail touchpoints • Over 3,800 plus talents
capitalisation • Over 96% and 90% 4G combined track record • 500 branded and and experts
• Highest-weighted tech LTE and LTE-A population • Iconic branded products franchised stores • Diverse and inclusive
stock on Bursa TMT coverage, respectively and services offerings • Broadened B2B base in culture
Index • Over 21,000 km of fibre • Strong advocates of ESG public, large enterprise, • Highly experienced
• Over 20 million and responsible business and SME sectors Board members and
customers practices • Extensive distribution Senior Management
• Solid balance sheet • Shared experiences of network and range of team
two global telco giants, business partners
Axiata and Telenor
2 Strategic Pillars For more information on our strategy, please refer to Our Corporate Strategy section on pages 34 to 35
The strategic pillars define our business direction, driving us to achieve our ambitions. Each pillar acts as a guide to ensure
CelcomDigi remains efficient and effective in employing our assets.
3 VALUE Created For more information on our stakeholders, please refer to Our Key Relationships section on pages 24 to 26
WHO WE IMPACT
Grow revenue by expanding into untapped market segments and investing in new product areas
Expand our market outreach and drive sustainable revenue growth through innovative solutions developed
in collaboration with our partners
Enhance the quality of our digital services to accelerate digitalisation and support nation-building agendas
Lead by example in adopting sustainable practices and advocating for sustainability agendas in the industry
Strengthen cybersecurity defences against cyber threats nationwide by heightening stakeholders’ awareness
on scams, fraud, and cyberattacks
Cultivate a safe and inclusive workplace by championing a diversity and inclusion agenda in our talent
attraction and development processes
Empower Malaysians with the most reliable and secure network and improve digital inclusion
Legend
Government and Regulators Customers Employees Shareholders, Analysts, Media

and Investors
Community, Sustainability Partners, and NGOs Suppliers and Business Partners

Our Operating Landscape
The role of telecommunication 1 Macroeconomic

providers has never been more
important. Internet connectivity Impact on Business and Industry
impacts nearly every part of • Malaysia’s GDP expanded to 8.4% due to an increase in household spending and
our lives today as we transition retail activities post-pandemic
towards a ‘digital everything’ • Demand increased for digital services and reliable connectivity as a result of hybrid
world, leading to an ever-increasing working and a surge in e-commerce activities
demand for data and quality • Supportive government initiatives and policies were offered to ease the rising cost
internet experience. Besides of living among the marginalised communities
• The tourism sector recovered as international borders reopened, contributing
this, as observed by the World
favourably to domestic demand, economic recovery, and cross-border economic
Economic Forum (WEF) in its Global
activity
Risks Report 2023, the health • The influx of migrant workers supported the manufacturing and services sectors,
and economic aftereffects of the contributing indirectly to increased demand for telecommunication services
pandemic have contributed to other
compounding crises, such as rising
inflation and cost-of-living levels, Our Response
increasing carbon emissions, and • Continued to deliver attractive and smart bundle offerings to provide greater
widening social inequalities. As a digitalisation opportunities, enabling growth of the local digital ecosystem
core connectivity and digitalisation • Maintained #1 network leadership position based on consistency score and average
enabler, we are committed to download speeds, demonstrating our strong commitment to providing high network
working alongside the government, quality to our subscribers
civil society, businesses, partners, • Supported the government’s aspirations to reduce cost of living by providing
affordable plans and connectivity options for B40 and underserved communities
and customers to address these
challenges in order to strengthen
and advance Malaysia as a digital
2023 Outlook
nation.
• Anticipated easing of Malaysia’s GDP to approximately 4% to 5% in 2023
• Permanent shift towards hybrid working arrangements for employees to promote
Legend efficiency and work-life balance
• Leveraging robust and resilient network infrastructure and IT platforms to drive
business growth
Financial Capital • Promoting affordable plans and connectivity options to targeted groups in
collaboration with industry players and the government
Manufactured Capital
Capitals
Intellectual Capital
Natural Capital
Human Capital
Social and Relationship Capital

2 Competition and Industry Developments 3 Government Initiatives and Regulations
Impact on Business and Industry Impact on Business and Industry

• Growing focus on new technological advancements, such as • Malaysia’s Budget 2023 allocated RM700 million towards
Metaverse and IR4.0 network coverage expansion and RM1.3 billion towards 5G
• Aggressive competition continues despite new and development under the Jalinan Digital Negara (JENDELA)
innovative product offerings initiative
• Rising demand for 5G-compatible devices and mobile plans • The government allocated loans worth RM10 billion for
as a result of 5G network deployment SMEs to encourage the automation and digitalisation of their
operations
• The government signed the Cloud Framework Agreement
(CFA) in partnership with Amazon Web Services (AWS),
Our Response
committing to implementing access to world-class AWS
• Upgraded our voice call services to VoLTE and VoWifi for
infrastructure, advanced technologies, and cloud skills
compatible devices, enabling customers to enjoy HD calls on
programmes in Malaysia. As one of the key initiatives under
LTE and WiFi networks
the government’s MyDIGITAL blueprint, the partnership will
• Increased bundled add-ons and deals for 5G-compatible
unlock opportunities for local businesses of all sizes to build
devices and plans
and expand globally, cultivate a highly skilled workforce, spur
• Catered to customers’ needs via our flexible Mix&Match
new job creation, and deliver long-term economic growth
passes, including options for high-speed internet and
unlimited data
Our Response
• Supported the government in delivering on JENDELA Phase
2023 Outlook
1 commitments and provided continuous support in reaching
• Improving industry competition and market developments
out to underserved communities through PEDi
following the completion of CelcomDigi merger
• Deployed the PENJANA digitalisation grant through our
• Focus on Home and Fibre segment and a stronger presence
affordable digital solutions bundled with either fibre,
in Enterprise and SME segments
broadband, or mobile lines to assist businesses in their
• Driving innovation through new partnerships, leveraging
digitalisation efforts
technological advancements such as 5G
• Conducted continuous governance and compliance
• Rising product differentiation with 5G services
programmes internally, ensuring high standards of integrity
• Continued compliance with regulatory requirements
• Maintained ongoing engagements with regulators and
Capitals
authorities to drive 5G deployment
2023 Outlook
• The Ministry of Communications and Digital, together with
CyberSecurity Malaysia and the Malaysian Cyber Security
Commission, is working to strengthen data privacy and
security practices in tandem with 5G deployment
• The government continues to implement initiatives under
the MyDIGITAL blueprint
Capitals
4 Technological Developments 5 Social
Impact on Business and Industry Impact on Business and Industry

• Continued rollout of 5G coverage to support advanced • Heightened need for enhanced controls, transparency,
applications such as Internet of Things (IoT) and artificial and protection of customers’ data privacy, as well as
intelligence (AI), encouraging future growth in these verticals cybersecurity
• Integration of schools and university campuses into the • Increased pressure on companies to demonstrate good
5G ecosystem, educating students on 5G technology and corporate governance
developing innovation clusters in campuses • Prioritising the health and safety of our employees and
• Digitalising SMEs and co-developing solutions with large partners, while respecting human rights standards
corporations and partners • Increased interest in workplaces that promote diversity and
• Rising concerns and regulations regarding cybersecurity and career growth opportunities
data protection across the industry
• Continued high expectations for strong brand equity and
• Malicious cyberattacks are increasingly targeting networks,
trust
due to rapid network development and the industry’s growing
reliance on connectivity and the internet
Our Response
• Participated in the UN Responsible Business and Human
Our Response
Rights Forum and The IO Foundation’s summit ‘Building the
• Effective bundling strategies to drive digital adoption across all
segments Digital World We Need: Bridging Tech and Policy’, which
• Strengthened defence against cyberattacks through continuous discussed the importance of human rights in the digital age
monitoring and managing information security in accordance • Hosted the Responsible Business Summit to raise awareness
with ISO27001 standards among our employees and business partners on human rights
• Developed 5G roaming passes in more than 30 countries to in the workplace
accelerate growth of the 5G ecosystem • Continued to uphold good governance via our Code of
• Promoted digital resilience through our Future Skills for All and Conduct
Safe Internet programmes
2023 Outlook
2023 Outlook • Upholding strong, responsible business practices
• The development and adoption of various technological by advancing ESG aspects that are material to the
services, such as Cloud, Virtual Reality, Metaverse, and many telecommunications sector
more, by organisations and businesses • Narrowing the digital divide by expanding network coverage
• Industry verticals such as tourism, healthcare, logistics, security, to rural areas and providing affordable products and services
and many more stand to benefit from 5G technology and • Enhancing our engagements with stakeholders and
services underserved communities to drive adoption of digital
• MyDIGITAL and 5G implementation will accelerate Malaysia’s services
progress as a technologically advanced nation and accelerate • Implementing whole-of-society approach in championing
socioeconomic transformation with new tech-related job digital safety and anti-scam initiatives
opportunities
• Continuous engagements with the government and industry to
encourage customers and businesses to adopt 5G, AI, and IoT
Capitals
Capitals
6 Environment
Impact on Business and Industry

• Global attention to and awareness of climate-related risks
and increasing pressures on companies to adopt transition
strategies to contribute to a net-zero economy
• Bursa Malaysia announced the rollout of a Centralised
Sustainability Reporting platform for companies to disclose
standardised ESG data according to established global
standards
• National agenda to achieve carbon neutrality by 2050 under
the 12th Malaysia Plan
• Heightened expectations for robust natural crisis
preparedness, adaptation, and mitigation strategies
• Adaptive strategies for a Just Transition model to reduce
systemic risk while greening the economy in an equitable way
Our Response
• Established a sustainability governance framework,
including sustainability-related responsibilities, at the Senior
Management team level
• Embarked on our transition towards using renewable energy
under the Green Energy Tariff (GET) programme by Tenaga
Nasional Berhad
• Identified climate risks and opportunities in line with
Task Force on Climate-related Financial Disclosures (TCFD)
recommendations
2023 Outlook
• Strengthening our infrastructure resilience
• Improving our ESG performance and ratings, including
achieving above 25 percentile of the FTSE4Good Bursa
Malaysia Index, maintaining an ‘AA’ rating in the MSCI ESG
Ratings, and a low-to-medium risk rating in Sustainalytics’ ESG
Risk Rating
• Conducting a climate materiality assessment to gauge the
climate impacts of our value chain, followed by progressive
mitigation actions
• Embedding climate-related considerations within our
operations and enhancing our climate-related reporting, in
line with TCFD recommendations
• Encouraging mobile and digital technology adoption to
accelerate the transition to decarbonisation
Capitals
Our Key Relationships
Board of Directors Government and Regulators

CelcomDigi
is cognisant of the value Responsible for setting strategic priorities Ministries, national agencies, and
and governing and reviewing the Senior regulatory institutions responsible
gained in engaging Management team’s performance to meet for establishing laws and regulations
regularly with our strategic objectives applicable to our operations
diverse stakeholders Engagement Channels Engagement Channels

and understanding • Annual General Meeting • Regular reports and periodic
their evolving needs. • Quarterly/monthly Board meetings engagements
• Board and leadership effectiveness • Information-sharing with relevant
Maintaining appropriate evaluation ministries and regulators
• Company events/activities • Participation in the JENDELA
channels and having initiative and progress monitoring
continuous engagements via the JENDELA Implementation
Frequency of Engagement Committee
with stakeholders is • Company website
essential for CelcomDigi M Q Y • Integrated Annual Report and
Financial Reports
to sustainably create • Yearly site audits and visits
• Analyst briefings
value and to deliver on Stakeholders’ Expectations
our purpose of Advancing • Positive CelcomDigi financial and Frequency of Engagement

non-financial performance
and Inspiring Society. • Fair and transparent reporting
W Q Y
• Oversight of ESG-related matters
such as climate change, human rights,
and anti-corruption Stakeholders’ Expectations
• Meeting expectations of other
Frequency of Engagement • Commitment to delivering high-
stakeholders
quality and reliable network coverage
• Initiatives contributing towards
D Daily Our Response JENDELA targets
• Support of nation-building agenda
• Providing updates on CelcomDigi’s • Integration of ESG matters into
W Weekly financial and non-financial business operations
performance, strategic growth • Enhancement of customer data
plans, and operational and talent protection and security measures in
M Monthly management line with emerging digital technologies
• Ensuring fair and transparent
reporting of corporate matters and
Q Quarterly Our Response
disclosures through multiple platforms
• Strengthening communications and • Driving digital inclusion by leveraging
engagements with stakeholders our combined assets and extensive
H Half-yearly
• Engagements with the Board on infrastructure
strategic priorities, plans, and • Enabling widespread digital adoption
ambitions for CelcomDigi through affordable products and
Y Yearly
packages
• Contributing towards the national
aspiration of expanding 4G and 5G
networks
• Rolling out outreach programmes
and campaigns to strengthen digital
inclusion and resilience
Customers Employees Shareholders, Analysts,

and Investors
Our retail and non-retail customers Individuals employed by CelcomDigi or Our owners, financial analysts, the
who have subscribed to CelcomDigi’s through contracted parties investor community, and providers of
products and services capital
Engagement Channels
Engagement Channels Engagement Channels
• Internal engagement channels
• In-person services via retail • Leadership forums, training and • Integrated Annual Report
touchpoints development • Annual General Meeting
• Self-serve options via our kiosks and • Company events/activities • Quarterly earnings calls
mobile applications • Forums and seminars • Non-deal roadshows and investor
• Social platforms and applications conferences
• Customer service channels Frequency of Engagement • Investor Relations website
• Business sales and account • Sustainability Performance website
management teams
D W M Q Y Frequency of Engagement
Frequency of Engagement
Stakeholders’ Expectations M Q Y
D W M Q Y • Clear communications on
CelcomDigi’s business priorities and
Stakeholders’ Expectations
strategy execution
Stakeholders’ Expectations
• Competitive rewards and benefits • Communications on alignment of
• Competitive plans and price points structure CelcomDigi’s corporate and ESG
• Services in line with emerging • Diverse workplace with equal strategies, outlook, and priorities
technologies, leveraging 5G, AI, opportunities for all across the short, mid, and long term
and IoT • Healthy and safe working environment • Reporting on business and financial
• Expansion of touchpoints and support • Investment in working and performance
channels collaborative tools to improve • Impact assessment and demonstration
• Consistent network experience employees’ productivity of CelcomDigi’s ability to sustain
• Prompt circulation of notifications • Company-wide engagements shareholders’ returns and dividends
during network downtimes • Career progression plans
Our Response
Our Response Our Response • Facilitating discussions on
• Offering innovative plans catered for • Building a performance-driven culture CelcomDigi’s performance and
consumer and business needs anchored on strong collaboration, outlook
• Network optimisation and monitoring responsibility and caring, and • Providing timely and comprehensive
• Addressing customer queries and customer-obsessed values financial and non-financial disclosures
concerns promptly via dedicated • Training and access to learning • Providing adequate engagement
channels platforms sessions with CelcomDigi’s Senior
• Regular check-ins, awareness, and Management team
communication on employees’
well-being
• Annual gender pay gap analysis, talent
development reviews, and succession
planning
• Pulse surveys to gauge employee
engagements
• Periodic company-wide town halls
and divisional huddles
• Training of emergency response
and first-aid volunteers
The Community, Sustainability

Partners, and Non-Governmental Media Suppliers and Business Partners
Organisations (NGOs)
Collaborative partners we engage with, Public and private agencies that cover Businesses that have direct and
united by common aspirations to advance print, broadcast, and online media indirect contractual relationships with
our sustainability agenda, which is CelcomDigi and deliver business value
anchored on achieving the Sustainable Engagement Channels to us by co-developing products and
Development Goals (SDGs) services for our customers
• Strategic and operational media
interviews and events
Engagement Channels • Formal and informal briefings Engagement Channels
• Programme collaborations • On-demand requests • Exploratory meetings
• Advocacy, public engagements, • Press releases • Tenders and commercial agreements
and forums or partnerships
• Collaborative research, surveys, Frequency of Engagement • Regular check-in discussions
academic studies, and consultation • Site inspections and audits
papers W M Q Y • Supplier training
• Product presentations
Frequency of Engagement
Stakeholders’ Expectations Frequency of Engagement
M Q Y • Provision of reliable and high-quality
connectivity services W M Q Y
• Promotion of national digitalisation
Stakeholders’ Expectations matters
• Advocacy of internet safety on social Stakeholders’ Expectations
• Digital empowerment to bridge
societal inequalities media channels • Proactive partnerships and co-
• Safe and inclusive internet experience • Addressing industry trends and issues developments for operations,
- awareness of online scams products, and services
• Climate action and enhancing Our Response • ESG considerations in supply chain
responsible business standards • Regular media engagements to management
provide updates on CelcomDigi’s • Adoption of green solutions
Our Response business performance, strategy, • Digitalisation of businesses
• Capacity-building programmes products, and services

• Addressing customer concerns Our Response
to bridge the digital gap, such as
implementing anti-scam awareness highlighted in the media • Provision of training and capacity-
programmes and development of • Thought leadership in innovation, building sessions for our suppliers
educational materials technological advancement, and to raise health and safety standards
• Thought leadership and advocating a inclusive talent development and promote responsible business
whole-of-society approach in tackling practices
issues such as climate change and • Industry collaborations to strengthen
human rights enforcement of health and safety
requirements across our supply chain
Our Material Matters
Materiality assessment is an integral part of our sustainability management. Through this exercise,
we are able to engage with external stakeholders and representatives within the organisation for
their feedback on significant material matters.
In FY2022, we reviewed our materiality assessment to substantiate the importance of economic, environmental, social, and
governance matters to present, and progressively, to future potentials. The assessment was conducted in accordance with our
enterprise risk management framework, along with Bursa Malaysia’s Sustainability Reporting Guide and Toolkits (3rd Edition). We also
took into consideration our new business perspectives, weighted against CelcomDigi’s strategic priorities.
Materiality Approach
Phase 1 • Existing sustainability matters were reviewed to ensure relevance to industry trends and
Review Material Bursa Malaysia’s list of common sustainability matters.
Matters • The identified sustainability matters were consolidated into 13 broad groups and
classified as economic, environmental, social, and governance for discussion in this
report.
Phase 2 • Stakeholders from diverse business functions were engaged with to gauge their
Stakeholder perceptions on each material matter.
Engagement • A four-point Likert scale was used for stakeholders to rate the material matters.
• Based on an equal-weighted approach applied across all stakeholders, average rating
scores were tabulated.
Phase 3 • An internal discussion was conducted involving leaders of key functions to deliberate on
Sustainability Impact the sustainability impact assessment ratings.
Assessment • CelcomDigi’s enterprise risk parameters were utilised to guide the scoring of the
likelihood and degree of impact of each material matter to ensure closer alignment
between our enterprise risk parameters and materiality assessment.
• Each material matter was assessed based on its impact on revenue, customer experience,
brand, regulatory and health, safety and environment, as well as overall industry trends,
against a specific timeframe.
Phase 4
• The results from the impact assessment and stakeholder engagement were tabulated
Calibration of
Stakeholder and presented in our Materiality Matrix.
Engagement and • Top material matters were determined based on the mapping in the matrix.
Impact Assessment
Phase 5 • The materiality assessment was presented to the Board of Directors and Senior
Review and Management team for approval.
Approvals
Material Matrix
Our Materiality Matrix represents the level of importance of our 13 consolidated material matters from the stakeholders’ and
business’ perspectives. The Matrix provides a practical overview of the risks and opportunities across the business value chain. These
material matters serve as the key considerations in our business strategy development and decision-making processes.
High
Legend
G2
E Economic
E Environmental
S Social
Significance to Stakeholders
G3
G4
S3 E1 G Governance
Medium
S1
S4 S2
S5 E2
E1
S6
G1
Low
Low Medium High
Significance of CelcomDigi’s Economic, Environmental, Social,

and Governance Impacts
Material Sustainability Matters Description
High Importance
G1 Regulatory Compliance Maintaining robust controls to meet existing and emerging legislation and regulations.
Upholding strong governance to strengthen privacy controls and to protect

G2 Data Privacy and Security
stakeholders’ data and information against cyberattacks.
E1 Service Reliability and Quality Providing quality and consistent network experiences to customers.
Material Sustainability Matters Description
Employing customer-centric solutions for a differentiated user experience in our

S1 Customer Satisfaction
highly competitive markets.
Fostering an environment that attracts and retains high-performing talents while

S2 Talent and Culture
encouraging continuous development of digital competencies.
Providing a conducive environment with improved health and safety conditions for
S3 Occupational Health and Safety
employees and contracted workers across the supply chain.
Business Ethics and Corporate Maintaining an effective governance framework and internal controls to uphold
G3
Governance corporate values and ethical standards across our value chain.
Ensuring we are well prepared for crises with a rapid and adequate response plan,
G4 Crisis Management and Response
while maintaining clear lines of reporting.
Medium Importance
Climate Change and Environmental Protecting the environment by transitioning towards a low-carbon economy and
E1
Management employing effective waste management within business operations.
Respecting Human Rights and Upholding human rights by mitigating the risk of potential abuse across our value
S4
Freedom of Expression chain and ensuring access to the right information.
Robust strategies to acquire and expand businesses and value creation to drive growth
E2 Business Development and Expansion
and profitability.
Enabling greater access while nurturing safe internet skills to enhance digital inclusion
S5 Digital Resilience and Inclusion
and resilience among stakeholders.
Raising standards in our supply chain to positively influence social equality and
S6 Supply Chain Management
environmental protection.
The Materiality Matrix indicates that the top material matters are Regulatory Compliance; Data Privacy and Security; Service
Reliability and Quality; Customer Satisfaction; and Talent and Culture.
Highlighted below are our reflections on the changes in importance of selected material matters in comparison to the previous year’s
assessment.
• Regulatory Compliance has increased in importance due to stringent requirements from local regulatory bodies. Examples
include compliance with the MCMC’s guidelines and adherence to enhanced regulations on ESG-related disclosures by Bursa
Malaysia.
• Stakeholders’ perceived importance of Data Privacy and Security has reduced, potentially due to robust data privacy and
security measures being implemented in the company. CelcomDigi is aware of the rising number of cyber threats and data
security breaches and we remain vigilant in strengthening our privacy controls.
• Service Reliability and Quality has increased in importance due to CelcomDigi’s ongoing network consolidation and integration
activities aimed at providing better service reliability and quality for customers, while committing to regulatory requirements.
• Customer Satisfaction remains unchanged, attributed to our strong customer-centric solutions and capabilities in delivering
reliable connectivity services.
• Talent and Culture has increased in importance due to recent trends where employees are seeking personalised employee
experiences which focus on increased flexibility, comprehensive benefits, and progressive talent development opportunities.
On-going people and culture integration activities will be key to promote shared beliefs and values for CelcomDigi.
• Stakeholders’ perception of the importance of Business Ethics & Corporate Governance has reduced, as a result of our effective
corporate governance practices, implementation of robust policies, and strong internal controls within the company.
• Business Development and Expansion has increased in importance as the merger presents new opportunities for CelcomDigi
to broaden its products and services portfolio for the expanded customer base. Through combined strengths and expertise,
CelcomDigi is capitalising on imminent strong growth potential in new areas, enabled by 5G, AI, and IoT.
CelcomDigi will continue to monitor and evaluate all material matters to ensure their relevance to our strategic priorities and dynamic
business environment. In FY2023, we will refresh our Matrix by rolling out a full-fledged stakeholder engagement and materiality
assessment exercise.
Our Key Risks
Overview of Our Risk Management Process

As the largest telco-tech in the country, operating in
At CelcomDigi, we recognise the critical importance of risk
a highly competitive and rapidly changing industry,
management as an integral part of doing business, supported by
CelcomDigi faces a range of external risks such clear governance. In line with our integration journey post-merger,
as rising 5G demands, competitive markets, and we are focused on harmonising the risk processes by adopting the
new technological innovations. Managing these best practices from both entities and implementing an integrated
approach to address the risks the company inevitably faces in
imminent risks is therefore crucial as part of our
achieving its synergies and strategies. Following a robust risk
value creation priorities. With an effective risk identification process, the Senior Management team has identified
management framework and processes, we are the company’s key risks, which have been subsequently prioritised
confident in our comprehensive approach and and assessed, and are currently being monitored in a conscious
and periodic manner. This proactive approach ensures risk
capabilities in enhancing our resilience and agility
management remains part of our executive conversations and is
post-merger, allowing us to strengthen our market embedded across our decision-making processes, thus enhancing
leadership position and seize new opportunities to long-term value creation while protecting our people, assets, and
shape the future. reputation.
In addition, the Board Governance and Risk Management

Committee (BGRMC), which is ultimately responsible for
For more information on our risk management processes, please
CelcomDigi’s risk management, receives quarterly reports of the
refer to the Statement on Risk Management and Internal Control
section on pages 111 to 117 risk monitoring and associated mitigation responses. The BGRMC
also plays a vital role in aligning the company’s risk profile and
approach with the overall strategy and governance processes.
1 Integration Risk 2 People and Culture Integration Risk
Description: Description:
Post-merger, this is a relevant risk for CelcomDigi as we navigate We are aware of the potential people risk associated with cultural
our integration efforts to fully realise our objectives in capturing harmonisation, as well as negative employee sentiment regarding
the expected synergy targets across the company’s key business role, structure, and work style uncertainty.
and network areas.
Our Response
Our Response
• Building team cohesion at Senior Management team and
• Identifying transitional risks across CelcomDigi’s operations leadership team levels through various alignment and bonding
and developing mitigation plans to prevent any disruptions to programmes
the integration • Expediting the completion of organisational structure and
• Identifying resources and talents with the necessary skill sets establishing clear role alignments
to carry out integration activities • Ensuring constant communications, monitoring, and updates
• Establishing a comprehensive corporate governance structure through various channels or platforms on employee-related
and project management team to ensure full compliance and matters, as well as allowing employees to voice their concerns
the effective execution of planned integration activities or provide feedback
• Maintaining momentum and focus on execution of business- • Cultivating CelcomDigi’s desired culture and unity among
as-usual commitments and goals employees through the Culture Activation Plan
• Developing policies and procedures that address integration-
related matters
Our Key Risks
3 Regulatory Risk 4 Governance and Compliance Risk
CelcomDigi is subject to regulatory frameworks and policies that We are committed to upholding our business integrity promise of
govern the industry, protect customers, and advance the country’s operating responsibly, allowing our stakeholders to place their trust
digitalisation and 5G ambitions. Potential shifts in the spectrum in us as a leading responsible business. The inability to comply with
of frameworks and legislative requirements will impact our the regulations and high business standards within our value chain
competitiveness, growth, and cost strategies. may jeopardise our competitive advantage and reputation.
Our Response Our Response

• Actively addressing issues with policymakers and regulatory • Establishing a clear organisational structure with distinct
authorities to find mutually acceptable solutions responsibilities for the Board of Directors and Senior
• Conducting proactive and periodic dialogues with regulators to Management team to ensure full oversight of governance
anticipate emerging regulatory changes, address concerns, and matters and compliance requirements across the company
advocate for a fair and sustainable regulatory framework as an • Constant review and evaluation of CelcomDigi’s business
industry player strategies, current and new technologies, and product
• Participating in regulatory consultations and industry events in offerings and services, as well as government policies and
collaboration with key stakeholders and industry players regulations, to identify and manage emerging risks
• Regular scrutiny to ensure business divisions are in compliance • Implementing a holistic governance approach with due
and that corrective actions are taken to address any diligence and compliance measures for our business partners
non-compliance • Enforcing compulsory employee participation in
anti-corruption and compliance learning modules
5 Critical Systems Migration Risk

6 Data Protection Risk
Description:
To upgrade our IT processes for enhanced customer’s digital Description:
experiences. We have embarked on a modernisation journey Amid rising concerns about data theft, leakage, and loss,
to upgrade and digitalise our IT and customer processes. CelcomDigi’s role as the custodian of customers’ data has
Management of the planned systems migration is crucial to avoid become paramount. This entails proactive measures to safeguard
the risk of potential service disruptions and adverse customer customers’ data and compliance with various security, privacy, and
experiences. data quality requirements.

• Implementing system changes based on phases and modules for • Organisation-wide programmes and targeted training to
performance optimisation and to reduce potential impacts enhance employee awareness and knowledge of data privacy
• Strengthening controls to prevent delays of critical systems and protection
migration • Regular scrutiny and data protection impact assessments
• Undertaking proactive vulnerability assessments and by dedicated privacy and security teams to improve
management with key players current measures in CelcomDigi’s processes, systems, and
• Conducting proactive engagements and developing clear infrastructure
communication strategies with all internal and external • Implementing a Privacy Control Framework with defined
stakeholders control requirements and procedures for data life cycle
• Developing comprehensive UAT scenarios and procedures management
for exception handling and validating changes in customer • Strengthening customers’ data protection measures through
experiences cybersecurity testing
• Enhancing our Privacy Notice by disclosing the purposes and
uses of our customers’ personal data and regularly reviewing
relevance in accordance with privacy regulations
Our Key Risks
7 Cybersecurity Risk 8 Supply Chain Risk
With the rapidly evolving technological landscape and increasingly CelcomDigi is increasingly reliant on strategic partners and key
interdependent ecosystems, threats to cybersecurity have become vendors to deliver services. It is critical to mitigate supply chain risk
a mainstream issue. Preserving the resiliency and security of our in the face of rising concerns about the cost implications of inflation,
network and systems is important to minimise the risk of service supply disruptions due to global crises, or sanctions affecting our
disruptions and data breaches resulting in reputational damage. critical operations.

• Stringent monitoring of the frequency of scams and fraud • Legally requiring our suppliers to uphold responsible business
across all systems and processes practices according to our policies and Supply Chain Principles
• Maintaining compliance with the ISO27001 standards on (SCP)
information security, including safe storage and management of • Mitigating uncertainty through contract negotiations and
information hedging strategies in sourcing categories impacted by price
• Strategic investment in modernised security controls and tools increases
to strengthen cybersecurity infrastructure and mitigate any • Establishing a panel of suppliers to reduce reliance on a single
potential malicious cyberattacks supplier
• Enhancing our data security management to limit access to • Utilising Supplier Relationship Management to drive value
and impose stringent controls on the collection of sensitive creation, improve efficiency, and promote cost savings
information • Conducting extensive supplier training and inspections to raise
health and safety standards and promote responsible business
practices
9 Sustainability Risk
Description: 10 Health and Safety Risk

Climate management is an important global issue that requires
businesses to adapt and respond with strategies to achieve a net Description:
zero carbon economy. By actively managing our own relatively low CelcomDigi prioritises employee health and safety as part of our
exposure to natural capital risks, we play a role among the larger commitment to being a responsible business. To minimise risk, we
community of businesses to manage sustainability risk through continue to ensure employee well-being and safety at the workplace
our network integration plan, digital services, and connectivity and operational sites.
solutions.
Our Response
Our Response • Promoting an advanced health and safety mindset and culture
• Developing carbon reduction initiatives and conducting climate among employees and business partners
risk assessments to guide network integration strategies and • Active monitoring of potential incidents and accidents
target-setting • Obtaining certifications to ensure a safe working environment
• Setting up a carbon accounting system in compliance with and compliance with applicable rules and regulations
Bursa’s requirements for full TCFD-aligned disclosures
• Implementing high-impact initiatives focusing on environmental
and climate change issues, as well as transparent reporting
• Strengthening our sustainability governance and reporting
mechanisms while exploring new technologies and solutions
Our Corporate Strategy
Our Ambitions Clear leader across FASTEST-GROWING player

the mobile market in Home and Enterprise
Our Strategic Pillars
Accelerate
Accelerating the sustainable integration of two leading telcos’ networks,
Integration,
IT systems, channels, and people into one merged entity in order to quickly
Synergies, and
realise synergy savings and efficiencies that can be used to reinvest in future
Operational
growth
Excellence
Building upon the growth momentum of 2022 and maintaining leadership

Win in the Core
across every business segment
Leveraging innovation, digitalisation, and technology to generate sustainable

Build New Core new business growth across Enterprise, Home, and Fibre, as well as similar
adjacent telecom segments
Shape Assets Unlocking the value of our physical and digital assets to create new revenue
for Future Growth streams, and service innovation
Providing a robust platform to drive the development of future skills and

the growth of digital talent for core and new businesses, while establishing
Succeed with Talents
CelcomDigi as the best place to work for career advancement (Employer of
Choice)
Our Corporate Strategy
Leading innovation Top 5 employer/partner Top 5 ESG performer

in Malaysia of choice in Malaysia IN MALAYSIA BY 2025
Strategic Focus Areas
• Enhancing the Network, IT, and Commercial working streams to drive better customer experience and unlock synergies
for greater efficiencies
• Driving operational excellence across the company through simplification and application of advanced technology and
OE mindset change
• Maintaining market leadership position across all segments while actively growing high-value and differentiated
customer segments as a priority
• Building a strong convergence base by leveraging our significant mobile base
• Curating a wider range of 5G offerings for mass consumers and businesses
• Enabling our teams via analytics and differentiated customer, device, network, and digital experiences
• Accelerating the growth of the Home and Fibre segment in the market
• Growing significant market share across all Enterprise segments through strategic partnerships enabled by beyond
connectivity solutions
• Establishing an Innovation Centre to drive research and development of new digital start-ups and local digital ecosystem
• Inculcating a culture of innovation in our workplace, catalysed by enhanced scales to explore new technologies and
innovative solutions
• Driving overall efficiencies by optimising cost and capital allocation and exploring new ways to promote digital
ecosystems through the development of other technological advancements
• Modernising and integrating network and IT systems to achieve efficient zero-touch operations
• Rebuilding core competencies to ensure breadth and depth of skills to meet our business needs now and in the future
• Developing next-gen talent programmes and providing internal job mobility options to enable more opportunities for
career growth
• Promoting innovation and new ways of working to develop a unique CelcomDigi culture as part of building a robust
employer brand
Stronger
Together
We draw from our deep and diverse talent
pool a richness of perspectives, experiences,
and backgrounds, as well as our ability to
collaborate and mobilise as one team to drive
our purpose and vision and live our brand.
How We Create Value
financial Capital
Our approach
With our combined financial strengths and resources, CelcomDigi is set to expand
Mapping to Our Strategy and enhance our products and services to serve more than 20 million subscribers,
and Material Matters equivalent to two-third of Malaysian consumers and businesses. Our enhanced
footprint provides us with a unique platform to diversify our product offerings and to
E2 connect people for a better digital future.
As we transform ourselves into a telco-tech company, we have become commercially

stronger to address industry challenges and to better serve the growing demand
for digitalisation and innovation. Our stronger capability post-merger enables us to
drive solid growth in our core mobile business and invest in new growth areas as we
deliver superior returns for our shareholders.
Key inputs in 2022 Outputs

• Top 5 company by market capitalisation in Malaysia • Strong topline growth driven by strategic core execution
• Industry-leading total revenue • Market leadership position by subscriber size
• Industry-leading EBITDA margin • Sharp focus on generating resilient EBITDA and PAT,
• Healthy operating cash flow supported by disciplined cost-optimisation efforts
• Optimum capex allocation • Continued investments in modernisation and
• Solid balance sheet digitalisation
• Sustainable returns to shareholders
• Solid balance sheet management in maintaining financial
strength for future growth
Looking ahead
We are optimistic about our ability to deliver the synergies and integration activities given our enhanced capacity to drive
innovation and growth, as well as our strengthened resilience in managing macroeconomic and industry headwinds.
Invest in new synergistic platforms and new operating

Operational Excellence (OE) mindset and financial
models
discipline to create sustainable value
Disciplined capital structure and cost allocation
Capture synergies while accelerating digitalisation and
innovation Deliver sustainable dividends on the back of solid balance
sheet and synergy potentials
Disclaimer
On 30 November 2022, Celcom and Digi successfully completed the merger and became the largest telco by subscriber size in
Malaysia. Accordingly, the figures in Section 4 include the results and metrics of Celcom for the month of December 2022, unless
stated otherwise.
For information on the 4Q2022 and FY2022 financial reviews, please refer to the Bursa Announcement at https://celcomdigi.
listedcompany.com/financials.html.
How We Create Value
Strong topline growth driven by strategic core execution
Service Revenue (CelcomDigi) including Wholesale Service Revenue (Digi)
+7.9% -1.1%
5,765 5,341 5,283
5,341
Y-Y Y-Y
10.5% 2,494 1.8%
2,494 2,755 3.4%
2,538 -4.5%
n/a 300.0%
350.0% -3.8%
2.1% 2,553 2,438
2,553 2,639
0 55 8 32
286 8 280 36 286 275
FY2021 FY2022 FY2021 FY2022
Postpaid Prepaid MVNO Fibre Digital
Increase in CelcomDigi’s service revenue by +7.9% to RM5,765 million, following the inclusion of RM491 million from
Celcom’s one-month contribution, reflecting our market leadership position post-merger.
Marginal reduction of -1.1% in Digi’s service revenue to RM5,283 million, driven by healthy growth in the Fibre and
Enterprise businesses to compensate for Prepaid softness upon the conclusion of Jaringan Prihatin.
Our decline was marginally below the 2022 financial guidance of ‘return to growth’, despite the solid recovery in 4Q22 to
offset the weaker first nine months of operations amid the macroeconomic pressures affecting consumption power.
Growth in Digi’s Fibre and Enterprise surged by 300.0% and 13.1%, respectively in FY2022, driven by our ability to
leverage growing internet adoption through effective bundling strategies.
Market leadership position by subscriber size
It is our privilege to serve over 20 million customers, of whom 9,272 million are from Celcom and 11,001 million from Digi, with
our bolstered network capabilities.
Subscribers (‘000) Digi registered a net addition of 683K subscribers, of

Postpaid 11,001 whom 477K were from the Prepaid segment, driven
9,272 by the affordable and flexible range of internet
Prepaid
3,473
Fibre 3,199 offerings.
7,498 6,041 Digi’s Postpaid subscribers grew for the ninth

consecutive quarter, reflecting focused execution in
30 32 driving bundling offers and effective base management.
Digi Celcom
How We Create Value
financial Capital
Market leadership position by subscriber size (Continued)
Resilient blended ARPU developments for both businesses for the year ended December 2022.
RM Digi Celcom Higher upticks in entry-to-mid level Postpaid

bundle plans and Prepaid internet passes led
Postpaid ARPU 60 80
to a contraction in Digi’s ARPU by RM2 from
Prepaid ARPU 32 30 RM43 a year ago
Fibre ARPU 128 103

Celcom’s blended ARPU sustained year-on-
Blended ARPU 41 45 year (YoY) momentum, supported by robust
demand for all product offerings
With rising internet adoption across the country, our role as a digital services provider became more relevant than ever. Our
growing network coverage nationwide led to increased average monthly data usage, reaching 24.5 GB and 27.9 GB per user for
Digi and Celcom, respectively.
Internet Users Blended GB Per User
86.8% 86.9%
24.5 GB/user 18.4% YoY
Digi Celcom
27.9 GB/user 15.1% YoY
Managing risks for trade receivables
Tightened our credit management and collection process to manage provision for doubtful debts.
Enhanced acquisition mechanisms such as higher credit score eligibility and device volume.
Optimised balance sheet through risk transfer of trade receivables.
Low provision for doubtful debts ratio

Below industry levels, reflecting our
2.9% in FY2022 ability to manage collection risk
(vs 2.2% in FY2021)
How We Create Value
Sharp focus on generating resilient EBITDA and PAT
EBITDA, excluding non-recurring items, grew 5.6% to RM3,202 million, with a margin of 47.3%.
The positive underlying performance was

Reported EBITDA
achieved on the back of cost optimisation
740 749 781 3,009 3,013 efforts and better credit management.
Reported EBITDA for CelcomDigi amounted
+30.3% +30.9% +5.6% to RM3,013 million, impacted by merger-
related expenses and non-recurring accounting
3,202
3,031 adjustments, collectively termed as ‘one-offs’.
971
Excluding Celcom’s EBITDA in December 2022,
745 742
EBITDA excluding one-offs for Digi amounted to
RM2,955 million, with a margin of 47.5%.
46.8% 48.4% 44.4% 48.1% 47.3%
4Q2021 3Q2022 4Q2022 FY2021 FY2022

EBITDA excluding one-offs (RM’m) Margin excluding one-offs (%)
Reported PAT was affected by one-offs while underlying development was sustained on the back of focused core execution.
CelcomDigi’s profit after tax (PAT) of

Reported PAT
RM764 million was impacted by additional
304 265 43 1,162 764 depreciation and finance costs resulting from
the harmonisation of accounting policies and
estimates and the merger, respectively, as well
+42.6% +28.7% +5.2%
as Cukai Makmur.
1,203
1,143 PAT, excluding the harmonisation adjustments,
368
merger-related one-offs, and Cukai Makmur for
286 FY2022, would have been RM1,203 million, at a
258
margin of 17.8%.
18.7% 16.9% 18.0% 17.8%

16.3%
4Q2021 3Q2022 4Q2022 FY2021 FY2022

PAT excluding one-offs (RM’m) Margin excluding one-offs (%)
How We Create Value
financial Capital
Continued investments in modernisation and digitalisation
Total capex was well managed within FY2022 guidance, reflecting our disciplined capital allocation approach.
We invested a total of RM947 million in FY2022

+16.3%
towards improving network quality and coverage,
as well as future-proofing our billing platforms and
947 customer digital touchpoints.
814
The increase of RM192 million was due to the
inclusion of Celcom’s capex in December 2022 as both
Celcom and Digi continued to modernise operations
FY2021 FY2022 and further develop our leading network position in
Includes one-month contribution from Celcom of RM192m Malaysia.
Sustainable returns to shareholders
Lower Earnings Per Share (EPS) and Dividend Per Share Total FY2022 dividend payout of RM1,071 million, over
(DPS), mainly due to one-offs despite healthy topline 100% dividend payout ratio.
growth in FY2022.
Continued to exceed the company’s dividend

14.9 14.9 policy of distributing a minimum 80% of net profits.
12.2
9.4 CelcomDigi is expected to strengthen the
resilience of our shareholder returns over medium
to long term through the execution of coherent
strategies and significant synergies to drive
sustainable value creation.
FY2021 FY2022
EPS (sen) DPS (sen)
How We Create Value
Solid balance sheet management in maintaining financial strength for future growth
Expanded total assets from RM7.8 billion to RM37.5 billion following the completion of the merger on various items.
Breakdown of total assets as at 31 December 2022 (in RM’bil)
0.4 1.2 Material changes to the Statement of Financial Position of

3.0 CelcomDigi arose from the inclusion of the net assets of
Celcom at fair value as follows:
Tangible net assets of RM3.0 billion

7.3
18.7
RM37.5 Intangible assets of RM2.9 billion, which
comprised customer relationships of RM1.1 billion
billion and trademark of RM1.8 billion
FY2022
Goodwill from the acquisition of Celcom Group
amounted to RM15.4 billion
6.9
Intangible assets Right-of-use assets Other non-current assets Trade and other receivables
Cash and short-term deposits Other current assets
Share capital increased with the issuance of 4.0 billion new shares valued at RM15.8 billion as share consideration for the
merger transaction.
Share Capital Share Capital

Pre-merger RM770 million Post-merger RM16,596 million
The enlarged share capital positioned us for the future to deliver value to our shareholders.
How We Create Value
manufactured Capital
Our approach
As a telecommunications and digital services provider, we are committed to being
Mapping to Our Strategy a part of the concerted efforts to accelerate the national digitalisation agenda and
and Material Matters drive the growth of our local digital ecosystem. Our combined networks strengthen
our competitiveness to deliver the most consistent, high-speed, and secure
S1 E1 connectivity, underpinned by continuous investment in network modernisation.
Our network infrastructure assets also determine how we differentiate ourselves

in an increasingly competitive industry, with industry peers vying to utilise the
developing national 5G infrastructure. As part of our modernisation journey, we
have prioritised investment in employing technologies such as Robotic Process
Automation (RPA) and Artificial Intelligence (AI)/Machine Learning (ML). For our
distribution network, we strive to increase the scope of customer services on our
digital touchpoints to provide better customer accessibility.

• Widest population coverage for both 4G and 4G+ • Delivering the widest and most consistent network
networks experience nationwide
• Automation of operational excellence • Supporting the national digitalisation agenda
• Modernised network infrastructure with 5G-ready • Driving modernisation and automation initiatives
equipment towards operational excellence
• Strong presence of combined retail stores across the • Connecting with our customers through our digital and
nation physical touchpoints
• Synergised digital touchpoints
Looking ahead
With the government’s ongoing agenda to form a digitally driven nation, CelcomDigi foresees persistent hikes in data usage in line
with an accelerated pace of digital adoption. We will continue to provide superior network quality via our leading 4G experience, in
addition to revitalising our telco solutions by supporting widespread introduction of 5G technology nationwide.
Continue investing in network infrastructure to improve Accelerate adoption of touch-free operations for greater
network quality and coverage efficiency
Continue supporting JENDELA efforts Quality-based management
Enhance our physical and digital touchpoints’ services
How We Create Value
Delivering the widest and most consistent network experience nationwide
We have been proactively investing in upgrading our network infrastructure and driving modernisation initiatives to enhance digital
capabilities of our customer-facing platforms and internal processes.
Equal strength in network quality and reliability
Celcom Network Digi Network
Population 4G : 96.4% Fibre 10,434 KM Population 4G : 95.9% Fibre 10,654 KM

Coverage: footprint: Coverage: footprint:
4G+ : 90.3% 4G+ : 90.4%
Number 12,000+ Spectrum 65 MHz1 Number 11,000+ Spectrum 60 MHz1

of sites: holdings: of sites: holdings:
Note:
1
Including Altel Spectrum
Network performance highlights in FY2022:
As of FY2022, CelcomDigi’s 4G LTE and LTE-A Both Celcom and Digi maintained the highest
1 cover over 96% and 90% of populated areas, 2 network speeds and consistency by sustaining
respectively, cementing our commitment Top 2 positions in terms of consistency, video
to providing the widest network coverage experience, and download speeds, as measured by
nationwide and underlining our efforts to independent mobile analytics firms.
expanding Malaysia’s 4G coverage in line with
national digitalisation plans.
Our combined fibre footprint expanded to over With the full shutdown of 3G network, CelcomDigi
3 21,000 km, marking a new milestone as we 4 has in tandem strengthened our network coverage
improved 4G network experience for all customers. and quality by building new sites and upgrading
existing sites to ensure 5G-readiness.
How We Create Value
manufactured Capital
Supporting the national digitalisation agenda

CelcomDigi has successfully delivered all targets set under JENDELA’s Phase 1 through building new sites and upgrading existing
sites in identified rural and remote areas. Our combined achievements under the JENDELA programme are as follows:
Connecting Malaysians through JENDELA
New Sites Upgrades
65 (100% met)
(FY2021: 119 (98% met))
1,489 (100% met)
(FY2021: 2,191 (100% met))
(FY2020: 269 (99% met)) (FY2020: 2,979 (100% met))
Driving modernisation and automation initiatives towards operational excellence

CelcomDigi has been improving efficiency by adopting touch-free initiatives across our value chain.
We have set a touch-free operations target of 100% and are currently working on delivering digital transformation initiatives
driven by the technologies highlighted below:
Our transformation towards touch-free operations

Process-driven
via Robotic Development
Proactive detection
Process Data-driven Energy Security &
& self-healing in
Automation via AI/ML efficiency Operations
cybersecurity
(RPA) (DevSecOps)
Connecting with our customers through our digital and physical touchpoints
Our wide distribution network, comprising both Celcom’s and Digi’s physical and digital customer touchpoints, aims to provide
quality customer experiences.
Largest retail network in Malaysia
12,000+
retail touchpoints
500+
branded and
10.7 mil
users on MyDigi and
franchised stores Celcom Life apps
How We Create Value
Connecting with our customers through our digital and physical touchpoints (Continued)
Branded stores
Over 500 Celcom and Digi
branded and franchised stores
provide personalised customer
service and enriched in-store
experiences that matter to the
customers.
MyDigi and Celcom Life app features

Our mobile applications offer a
streamlined, all-in-one experience, making
it easier for customers to:
• Pay bills
• Reload
• Track internet quota
• Buy add-ons
• Claim rewards and deals
• Manage accounts for friends and family
MyDigi Celcom Life
• Get support via live chat
Customer satisfaction is our top priority. We have a dedicated customer service team, committed to providing personalised and
valuable customer service experiences at our retail stores and through engagements via our contact centre, mobile applications,
and online channels. We acknowledge on-going customers’ issues on service quality and actively implement solutions to close the
feedback loop.
Customer Satisfaction Score (CSAT)

Contact centre
Retail stores 89% 91% 92%*
62% 58% 53%*
FY2020 FY2021 FY2022
Notes:
a) Reported data for FY2020 - FY2022 limited to Digi only
b) *Customer Satisfaction data for FY2022 has been independently assured by KPMG PLT
How We Create Value
intellectual Capital
Our approach
CelcomDigi remains competitive by having diversified and reliable product
Mapping to Our Strategy portfolios. We are committed to advancing service innovations beyond connectivity
and Material Matters to enrich our customers’ expanding digital lifestyle needs. Our long-standing
commitment to operating responsibly, guided by our values and robust internal
G2 E2 controls, has resulted in strong ESG performances, as benchmarked by independent
rating agencies and sustainability indices.
We have a greater role to play in advancing the nation towards being digitally
competent, in safeguarding and strengthening our network by deploying advanced
cybersecurity tools, and in continuing to advocate for safe internet practices to
protect our customers from emerging cybersecurity threats.

• Long-standing commitment to advancing ESG standards • Sustaining our reputation as a trusted brand
• A range of customer-centric connectivity and digital • Leveraging our strong brand proposition as the leader in
solutions high-speed internet
• Strategic innovation partners to support digitalisation • Elevating customer experience with the introduction of
initiatives 5G services
• Comprehensive data protection and security governance • Pursuing strategic partnerships for new growth
opportunities
• Tightening data protection and cybersecurity controls
Looking ahead
We will continue to curate products and services that offer best-value deals and bundles for all segments and walks of life. To
drive uptake of 5G technology across Malaysia, we will develop inclusive and affordable bundled plans to cater for a wider group
of customers and to address industry-specific needs. In parallel, positive customer experiences and engagements will strengthen
CelcomDigi’s brand affinity.
Continue efforts to deliver on our sustainability Enhance internet bundles to cater for all customer
commitments segments
Unlock 5G access to more customers New partnerships for building scale
Improve overall privacy and cybersecurity compliance
Sustaining our reputation as a trusted brand
In FY2022, we sustained our reputation as a responsible business leader by advocating for and embedding good ESG practices
within the organisation. This increased stakeholders’ confidence in our ability to create long-term value through our business
decisions. Moving forward, we will establish our ESG priorities based on matters that are most material to CelcomDigi by
establishing measurable baselines and targets and cohesively disclosing our sustainability performance.
How We Create Value
Sustaining our reputation as a trusted brand (Continued)
Maintaining strong ESG performance
Bursa Malaysia Index ESG Risk Rating Voluntary Environmental Disclosure MSCI ESG Rating
Member of ESG indices Maintained Carbon reporting since 2009 Maintained
Within the Top 25 percentile Low-Medium Risk via Telenor Group at AA
Bloomberg Gender-Equality Index (GEI) 2022 Investor Relations Magazine SEA Awards The EDGE Malaysia ESG Awards 2022
Recognition for gender reporting and Certificate of Excellence for Best ESG Gold Trophy
advancing women’s equality Materiality Assessment in Integrated for Telecommunications & Media Sector
Annual Report 2021
Industry recognitions
Both Celcom and Digi were recognised by Malaysians as preferred brands for Communication
Networks at the 2022 Putra Brand Awards.
he silver award for our respective brands marks a significant first step in our unification as
T
CelcomDigi. We are now even more motivated and inspired to bring Malaysians the best of both
brands’ products and services, customer experience, and innovation.
CelcomDigi bagged three awards at the MCMC Star We took a podium finish at the recent APPIES Asia
Rating Awards held in December 2022: Pacific Awards, winning the Bronze in the Pro Bono /
Festive / Govt / Entertainment category for our Digi
Best in Quality of Service – Celcom Axiata Berhad Kaamatan 2021 - Tiga Kali Satu Hari campaign.
Best Mobile Network Operator with above 5 Million
Subscribers – Digi Telecommunications Sdn. Bhd. The APPIES showcase and recognise some of the best
Best in Compliance with CMA 1998 – Digi marketing strategies and campaigns in the region.
Telecommunications Sdn. Bhd.
The recognitions are a testament to our unwavering

commitment to providing the best digital experiences for
our customers and to being their foremost trusted brand.
How We Create Value
Leveraging our brand proposition as the leader in high-speed internet
Offering a wide range of products catering for all our customer segments, backed by our position as the nation’s fastest
and most consistent network since September 2020.
Curating affordable, attractive smart bundles and entry-level plans to enable our customers to access reliable and secure
connectivity and digital services.
This included deals across Postpaid, Prepaid, and Home Fibre products which are bundled with free smartphones and
unlimited data access.
Juara Internet Sinaranku Juara Internet Familiku Juara Internet Untuk Semua
Monthly Offers Hari Gaji
Elevating customer experience with the introduction of 5G services
Creating effective digital ecosystems, such as

strengthening mobile connectivity through 4G and
introducing 5G mobile plans for both Celcom’s and Digi’s
product brands.
Increasing the adoption of 5G by providing easy upgrade

options to existing customers.
Driving innovation in 5G solutions and use cases as well as

in new adjacent services with industry players and vertical
partners.
How We Create Value
Pursuing strategic partnerships for new growth opportunities
CelcomDigi is well placed to attract partnerships with local and global digital companies to invest and drive digitalisation,
innovation, and sustainable growth in line with MyDIGITAL aspirations.
In 2022, we partnered with two leading platforms to enhance our digital offerings to large enterprises and SMEs.
Launched altHR’s Earned Wage Access (EWA) feature to improve

businesses’ financial accessibility
In collaboration with financial wellness platform HariGaji, the new
EWA feature on the altHR application enables employers to offer
salary advances without compromising their own working capital,
while also assisting employees with greater financial access and
management.
Launched exclusive and targeted Digi Business Plans for all Lazada
sellers and merchants
Registered Lazada sellers are eligible for exclusive ‘seller benefits’
when purchasing Digi Business plans, which include payment fee
waivers for new sellers and sponsored advertising credits.
Tightening data protection and cybersecurity controls
Data protection and privacy are, understandably, of increasing concern to customers, especially as we expand our
digital interfaces. We strive to strengthen our internal controls, drive a responsible business culture, and educate
our employees to practise a good data and security stewardship.
In 2022, we increased our focus on protecting customers and business partners’ data through the implementation of various
measures such as:
Enhancing third party vendor management with

thorough scrutiny and due diligence in ensuring Conducting a privacy incident simulation and
the application of adequate data protection roundtable discussion with targeted stakeholders.
instruments.
Enhancing privacy and cybersecurity controls

(including data retention and disposal, user access Inventorying records of data processing activities.
management, and encryption).
How We Create Value
Tightening data protection and cybersecurity controls (Continued)
As a responsible business, we welcome legislative changes and ensure continuous compliance with legal and regulatory requirements.
We are also committed to ensuring our customers' privacy rights are always respected.
Our Data Protection Practices

CelcomDigi is responsible for ensuring your personal data is processed according to our Privacy Notice(s) and applicable laws.
Data Collection Data Access Data Security
CelcomDigi collects your Access to personal data within CelcomDigi ensures your
personal data to improve on our systems or applications is restricted personal data is safe and secure
services to you. to authorised employees only. at all times.
Data Sharing Data Retention & Deletion Individual Rights
Sharing of personal data is CelcomDigi does not store Customers have the right to
only limited to our approved your personal data longer than access and correct their personal
business partners to fulfil the necessary. data, as well as opt out from
provision of our services. receiving marketing messages.
Business Continuity Management System (BCMS)

We implement robust BCMS practices to ensure operational reliability and to strengthen our ability to deliver products and
services credibly to our customers even during unforeseen disruptions to the business. Our practices have been accredited in
accordance with internationally recognised standards such as the BCMS ISO22301:2019 of the British Standards Institution (BSI)
in 2021. In 2022, we completed the required audits and maintained the accreditation.
During the year, together with BCP

Asia Sdn. Bhd., we conducted a
Business Continuity and Identity
Threat Detection and Response
(ITDR) simulation exercise with our
Enterprise Business and support
functions.
Scenarios involving data security

breaches were simulated to allow
teams to experience disruptions
first-hand and put their business
continuity plans to the test. The
outcomes from the exercise will help
the teams strengthen and enrich
their operational resilience and
preparedness for future mitigations.
How We Create Value
Tightening data protection and cybersecurity controls (Continued)
Advocating Privacy and Cybersecurity-first Culture

We reinforced our privacy and cybersecurity compliance by Modules % Completion
requiring all employees to undergo scenario-based training
pertinent to our operations. Managing Privacy Risk
92.7%
These training modules were critical to educate our employees on
cyber-aware behaviour while expanding employees’ understanding
of privacy and cybersecurity risk mitigation measures.
Security in Privacy
96.1%
Note:
a) Reported data limited to Digi only
Looking Ahead
Leadership commitment to data privacy CelcomDigi privacy notice is now in infographics
In conjunction with International Data Privacy Day 2023, As part of our continuous efforts to be transparent
our CEO Datuk Idham Nawawi reaffirmed CelcomDigi’s in our privacy practices, we recently simplified our
commitment to upholding the highest standards in privacy notice into an easy-to-digest infographic. The
protecting data privacy across our operations every day. concise infographic provides customers with a holistic
understanding of our data practices, avoiding lengthy
Watch the video here: statements and improving transparency and customer
https://youtu.be/lZ21LkxUo9U experience.
CELCOMDIGI CUSTOMER-FRIENDLY PRIVACY NOTICE

This infographic explains how we manage your
personal data when you subscribe to any of our products and services,
visit our retail store, or browse our websites.
CelcomDigi is a mobile
network operator, and we
are committed to
protecting your personal
data and respecting
your privacy.
How We Create Value
human Capital
Our approach
In the fast-moving telecommunications industry, it is essential to keep pace with
Mapping to Our Strategy constant evolution. To meet the changing needs of the workforce, we recognise the
and Material Matters importance of adopting an agile people strategy and talent value proposition.
S2 S3 As we strive to become a telco-tech company, we require talents with the right

competencies to help us achieve this vision. We are committed to fostering a diverse,
productive, and sustainable workforce to support our company’s growth. We
believe in enabling our employees to achieve their full potential and are dedicated to
creating an environment that motivates and inspires them to grow both individually
and as a team.

• Focused on learning, development, and career • Fostering a diverse and inclusive workforce for a
opportunities stronger business
• Sustained efforts towards diversity and inclusion • Enabling an environment that will attract, develop, and
• Improved engagement and collaboration following the retain talents
easing of COVID-related lockdowns • Focusing efforts on collaboration and engagement
• Prioritised employees’ well-being • Fostering a culture of Health and Safety
• Formed the merger and integration taskforce • Mobilising our talents for the Celcom-Digi merger
• Integrating people and culture into the new organisation
Looking ahead
As a talent powerhouse, CelcomDigi aims to have top digital, technical, and commercial talents. We achieve this by aligning our
core competencies with the organisation’s strategic ambitions while utilising our scale and partnerships to provide learning and
growth opportunities to employees. We want to establish CelcomDigi as the best place for our people to advance their careers,
ultimately aspiring to become a leading employer brand in Malaysia.
Accelerate post-merger people integration – Promote shared beliefs, values, and mindsets through
Organisation, culture, policies, processes, and systems cultural integration
Develop talents and leaders – Succession pipeline for Develop a strong employer value proposition to achieve
leadership roles and a robust pool of key talents our aspirations of becoming one of the Top 5 Employers of
Choice
Build a future-ready workforce through development
of core and critical competencies that support Drive employee well-being and manage people risk by
CelcomDigi’s telco-tech ambitions advocating for a Safety-First Culture, benchmarked
against international leading standards
How We Create Value
Fostering a diverse and inclusive workforce for a stronger business

CelcomDigi believes that a diversified workforce is a business priority and essential for us to win in today’s competitive
marketplace. We prioritise building a responsible business that fosters a culture of inclusion, which enables us to leverage the
different talents, skill sets, and experiences of our employees. By doing so, we can better serve our diverse customer base.
Our Workforce
Breakdown by gender & category
Total Employees: 3,818 CelcomDigi Management (CXOs) CelcomDigi Leadership (CXO-1)

Men Women Men Women Men Women
1,991 1,827 10 2 64 41
(52%) (48%) (83%) (17%) (61%) (39%)
Breakdown by age & category
CelcomDigi Employees CelcomDigi Management (CXOs) CelcomDigi Leadership (CXO-1)
< 30 years 258 0 0

30 – 39 years 1,306 0 17
40 – 50 years 1,591 4 61
> 50 years 663 8 27
Digi included for the second consecutive year in 2022 bloomberg gender-equality index
This placed Digi among 418 companies from 45 countries worldwide that had excellent scores in achieving
and adopting best-in-class diverse, equitable, and inclusive decision-making policies and practices.
This recognition is a testament to our workplace culture where differences are celebrated and talents,
regardless of background, are empowered with the same opportunities.
Enabling an environment that will attract, develop, and retain talents
CelcomDigi believes in creating a conducive learning environment, where employees have the opportunity to dive into self-
learning and training, have regular development conversations with their managers, and track their progress through annual
performance reviews.
How We Create Value
human Capital
Enabling an environment that will attract, develop, and retain talents (Continued)
Employee training hours (2022)
Total Training Hours: 68,673 hours

Average Male Average Female Average Average Non-
47.1 Employee
Hours
45.8 Employee
Hours
41.4 Management*
Hours
47.0 Management*
Hours
(FY2021: 51.5) (FY2021: 50.2) (FY2021: 45.5) (FY2021: 51.7)
(FY2020: 59.5) (FY2020: 54.7) (FY2020: 57.6) (FY2020: 57.1)
Notes:
b) Training hours are accumulated through online learning and physical workshops
c) *Management includes CXOs, CXO-1, and CXO-2
100% Completion: Organisation-wide Code of Conduct training conducted in December 2022
Annual Performance Review and Development in 2022
Our approach to performance and development:
Focuses on strengths-based development and is forward looking

1,375 employees
Catch-ups are encouraged throughout the year between managers and employees
Development plans are continuously discussed, in order to chart growth Completed the
2022 Impact Assessment
Annual reviews, also known as Impact Assessments, are a year-end exercise
for managers and employees to discuss the impacts created and future plans Note:
Focusing efforts on collaboration and engagement
CelcomDigi’s commitment lies in creating an environment that enables our employees to feel connected to both their work and
the organisation. We will continue to prioritise engagements, teamwork, and a shared sense of purpose to create a positive work
culture that promotes resilience, adaptability, and long-term success.
Teambuilding 2022
Over 1,200 employees nationwide gathered for our Teambuilding 2022, marking the first physical gathering of employees since
the pandemic. Themed #StrongerTogether, the event celebrated the resilience and strong team spirit of our employees who had
weathered different challenges together.
As part of the teambuilding activities, employees tackled challenges and tasks that required them to work together to achieve their
goals. The highlight of the event was the assembly of 149 wheelchairs by employees that were then donated to NGOs and homes
for senior citizens. This initiative exemplified the company’s commitment to giving back to communities and empowering them to
lead better lives.
How We Create Value
Focusing efforts on collaboration and engagement (Continued)
Responsible Business Summit 2022

The Responsible Business Summit is an annual event demonstrating our commitment
to responsible business standards across all functions and to build customer trust and
transparency in our way of working. The week-long programme, featured speakers
from Khazanah Research Institute, Citibank, Petronas, and Arus Academy, focusing on
key areas like cybersecurity, privacy and data protection, supply chain sustainability,
human rights, and anti-corruption.
Merdeka Day Celebration 2022

CelcomDigi, together with other industry players, took part in this year’s Merdeka Day
celebration. It was a proud moment seeing our employees representing our brand with
pride at our country’s 65th National Day Parade at Dataran Merdeka.
Fostering a culture of Health and Safety

CelcomDigi is committed to safeguarding our employees’ health, safety, and well-being. We embed stringent health and safety
measures, conduct employee training sessions to develop their capabilities, and reinforce safety practices across the organisation.
Health and Safety initiatives conducted in 2022
Leadership Oversight Competency Training

• Prioritised discussions on Health, Safety and • Organised competency training (Root Cause
Environment (HSE) in all meetings and company- Analysis (RCA), Corrective and Preventive
wide town hall sessions Action (CAPA)), and Health, Safety & Security
• Inspected the workplace conditions of our (HSS) knowledge-sharing between HSE, Supply
premises Chain Management (SCM), and suppliers
• Provided guidance and led the HSE Committee’s
quarterly meetings
• Underwent training in Hazard Identification, Hazard Identification, Risk Assessment, and
Risk Assessment, and Risk Control (HIRARC) Determining Control (HIRADC) Assessment
assessment • Conducted HIRADC assessment prior to
commencement of work
• Digitised into ePTW (electronic Permit-to-Work)
Employee Awareness for easy access
• Published monthly safety awareness posts on
Workplace
• Communicated health and safety improvement Hudson Safety Culture Maturity Model
plans to employees • Utilised the Hudson Safety Culture Maturity
Model as a benchmark to improve and
strengthen our current practices
How We Create Value
human Capital
Fostering a culture of Health and Safety (Continued)
Lost Time Injury Fatalities Total health and

0 Frequency (LTIF)*
score recorded
0 recorded 1,822 safety training hours
(FY2021: 2,411)
(FY2020: 1,090)
Notes:
b) *Lost Time Injury Frequency (LTIF) score (limited to permanent and contract employees) FY2022 has been independently assured by KPMG PLT
In 2022, we continued to have zero lost time injuries and fatalities. We will continue to monitor the work-related injuries and
accidents and sickness absence days of our permanent and contract employees, in-house contractors, and third-party vendors.
We require employees to undergo periodic training through curated programmes and workshops, in order to create awareness,
understand their responsibilities, and build safety-first habits.
No. of Participants /
Training
Completion Rate
Occupational Health & Safety (OHS) and Other Legal

Requirements
To identify the applicable OHS, Environmental, Legal, & 30
Other Requirements against CelcomDigi’s compliance levels
Hazard Identification and Assessment of Risks and Certified mental health first aiders
Opportunities
To build skills and knowledge to develop Hazard 176 To date, 30 employees have been
Identification, Risk Assessment, and Risk Control (HIRARC) trained by the Malaysian Mental
activities in the workplace Health Association (MMHA) to
be certified mental health first
Occupational First Aider Training
To train employees to become qualified First Aiders
22 aiders. The team plays a vital role in
promoting mental well-being and
providing first-level mental care and
Understanding Health & Safety Training emotional support to our employees.
To ensure that health and safety is fully embedded in 96% This affirms our commitment to
operations prioritising employees' well-being
Note:
and fostering a productive work
a) Reported data limited to Digi only environment.
ISO 45001:2018 is an international standard for occupational health and safety management systems
that provides a framework for organisations to identify, control, and reduce the risks associated with
workplace hazards.
• By obtaining the certification, CelcomDigi demonstrates that all our premises and sites meet the
international standards for safety and health performance.
• The framework enables us to identify and control potential risks, enabling us to develop a plan to
reduce these risks and creating a safer workplace environment for our employees.
How We Create Value
Mobilising our talents for the Celcom-Digi merger
Setup of our integration taskforce
From Q3 2021 to Q4 2022, over 100 full-time employees from Celcom, Digi, and their respective parent companies were tasked
with establishing the groundwork for the merger.
It was a unique learning opportunity for our employees as they were able to collaborate, share ideas, and hone their skills, while
helping chart the future of CelcomDigi as a new organisation.
Key tasks performed by the integration taskforce:

• Successful closure of the merger transaction from a • Organisation structure and key management placements
financial, legal, and regulatory perspective • Design and implementation of integration plans for
• Post-merger strategy, synergy, and value capture people, culture, network, IT, commercial, channels,
• Programme management and project planning for Day 1 customers, accounting & finance, procurement, and more
readiness • Onboarding and training of relevant experts in Celcom
• Internal and external communications and change and Digi for Day 1 preparations following all regulatory
management with respect to the merger approvals
Integrating people and culture into the new organisation

We are now one & stronger together!
After 1 year, 7 months and 22 days, we completed the merger of Celcom and Digi on 30 November 2022. Through the merger,
CelcomDigi is not only the largest mobile operator in the country, but also a talent powerhouse. We are steadfast in creating a
conducive workplace, built on the best practices from both organisations, where our employees can thrive.
We are committed to supporting our employees through our people integration and transformation plans:
Leaders will serve as role models in guiding CelcomDigi into the future.
We will provide multiple platforms to engage, interact with, and support employees during the transition period.
Key highlights in December 2022 included:

CelcomDigi Leadership CelcomDigi’s DNA and
Sessions Meet-and-Greet Sessions HR Roadshows Core Values Shared
Recognising that strong leaders Meet-and-greet sessions with To support our employees The CelcomDigi DNA and
are critical in driving CelcomDigi the Management were held during this transition period, Core Values were shared via
forward, several workshops at various CelcomDigi offices multiple HR roadshows were multiple organisation-wide and
were held prior to Day 1 as for employees to familiarise held to equip employees with divisional town halls as the first
preparation for our CXOs and themselves with their new the right information on our step in aligning and onboarding
CXO-1s to lead and navigate teams and working locations, policies. A digital HR Helpdesk our employees to the new
their teams through the merger. prior to the official co-location was also set up as a one-stop- culture.
planned for January 2023. centre for all people-related
inquiries.
How We Create Value
natural Capital
Our approach
CelcomDigi is committed to achieving a low-carbon pathway in our operations
Mapping to Our Strategy and supply chain. The telecommunications sector is strategically positioned to
and Material Matters fast-track information, communication and technological (ICT) enablement that
will reduce global CO emissions and resource use, and drive efficiencies (Ref: GeSI
²
G4 E1 S6 SMARTer 2030 report).
As Malaysia commits to advancing green growth, we shall steer ourselves to

incorporate more ambitious climate targets and mitigation strategies across our
value chain. We aspire to align ourselves with clearly defined climate reduction
pathways, empower our customers to reduce their carbon footprint, and adopt
a stronger whole-of-society climate adaptation and resilience approach towards
shaping a more sustainable planet.

• Advocating climate priorities within our operations • Managing our environmental impacts positively
• Strong governance and leadership oversight on • Risks and opportunities aligned with the
environment recommendations of the Task Force on Climate-related
• Commitment to reducing emissions and setting targets Financial Disclosures (TCFD)
in alignment with net zero pathway • Adopting whole-of-society approach to advance the
• Ramping up network modernisation activities climate agenda
• Maintaining LEED and GBI certification
• Environmental Management System (EMS)– ISO
14001:2015 recertification
Looking ahead
Climate change poses both physical and transition risks as well as opportunities for our business. Routine assessment of these
risks and opportunities can maximise the long-term shared value we bring to our customers, investors, and the communities we
operate in. The ICT sector has the potential to enable a 20% reduction in global CO2 emissions by 2030, based on a 2015 baseline.
ICT emissions as a percentage of global emissions will decrease over time to 1.97% of global emissions by 2030, compared to 2.3%
in 2020 (Ref: GeSI SMARTer 2030 report). We aspire to expedite efforts to positively contribute to stabilising global emissions by the
end of this decade. We will formulate bold business decisions to tap into climate opportunities and long-term emissions reduction
targets to limit the global average temperature rise to below 2oC above pre-industrial levels.
Strengthen governance of climate action Explore renewable options
Streamline climate reporting and data controls Resource management and technological advancements
Company-wide climate materiality assessment Develop sustainable procurement with supply chain partners
How We Create Value
Managing our environmental impacts positively
CelcomDigi will continue to manage our environmental responsibilities systematically via the Environmental Management System
(ISO 14001:2015 certification), which includes the management of energy sources, e-waste, water, and general waste. We foresee
continuous and unprecedented growth in internet data, leading to incremental energy demand, which in turn will increase GHG
emissions. We are committed to tackling these challenges by systematically transitioning into a low-carbon business model, driving
holistic and systemic emissions reduction strategies and addressing our physical and transition risks. We shall continue to improve
the standards of our climate reporting for greater transparency and accountability towards developing decision-useful and
climate-related metrics.
Strengthened governance of climate action

The Board addresses climate change risks through its CelcomDigi’s Sustainability policy affirms our
oversight of climate change and environmental management. commitment to protecting the environment and
At the organisational level, the Senior Management team contributing to climate change mitigation and
takes charge of deliberation on climate risk assessments and adaptation
guides mitigation strategies to ensure the exposure is within Development of guiding manuals to better support
acceptable levels. new ESG ambitions for CelcomDigi
To improve cross-functional participation and oversight of matters pertaining to

climate and environment moving forward, CelcomDigi has established a Climate
Establishment of Working Committee (CWC), represented by the Heads of Sustainability, Enterprise
Risk Management, Network, Workspace & Facilities, and Procurement. The CWC will
Climate Working convene on a quarterly basis to monitor environmental performance and recommend
Committee (CWC) new initiatives to the leadership team. It will be chaired by the CCAO, and the CFO and
CTO will participate as required to provide advice on matters pertaining to environmental
management.
Streamline climate reporting & data controls

The Climate Data Integrity exercise we conducted significantly A similar exercise shall be conducted to assess new,
improved the quality of data aggregation through a structured expanded, or consolidated assets to realise a holistic
streamlining of assets, data flows, and reviews across different assets inventory listing for CelcomDigi
process owners.
Company-wide climate materiality assessment

A climate materiality assessment will be necessary to better A deep dive shall be conducted into our upstream and
guide the organisation in determining its asset inventories and downstream activities (and to prioritise among the
value chain and to set realistic baselines. 15 categories of scope 3 emissions), where we see
immense opportunities to influence and improve as
part of our environmental efforts
How We Create Value
natural Capital
Managing our environmental impacts positively (Continued)
Adopting renewable options

CelcomDigi aspires to shift from fossil-based energy
CelcomDigi is transitioning towards renewable energy
consumption to renewable and sustainable sources of energy.
use under the Green Energy Tariff (GET) Programme
Over the years, we have deployed hybrid solar energy at our
of Tenaga Nasional Berhad (TNB)
off-grid sites and buildings and converted sites powered by
generators to grid to displace fuel dependency.
Resource management and technological advancements

CelcomDigi is accelerating the adoption of climate solutions to address energy security, affordability, and environmental sustainability.
Infrastructure Consolidation
In parallel, CelcomDigi is undergoing a network and IS/IT
consolidation exercise where we expect to see significant
contributions to efficiencies and our environmental
footprint.
Decommissioning, reusing, and upgrading of equipment

is expected to significantly reduce our carbon emissions:
Precise cooling at our data centre to drive energy efficiencies
Modernising our network the climate-smart way

In 2022, we expanded the implementation of AI solutions, 20% - 30%
which enabled the automation of power-saving modes across Reduction in carbon footprint
our network sites. contributed by site decommissioning
and equipment upgrades
3G Sunset – Shutdown of 30 core base stations

control (BSC) and about 40 radio network controllers
Centralised Self-Organising Network (CSON)

AI Initiative
Implementation No. of sites equipped

7,636 sites 65%
Average energy savings
5% per site
Conversion to solar-powered gensets at remote sites
Renewable energy
Implementation
generated
30 sites 0.07 GWh
Note:
a) Reported data for FY2022 limited to Digi only Deployment of solar-powered gensets at remote sites
How We Create Value
We have adopted proactive measures in strengthening the resilience of our network sites to ensure quality service experiences with
minimal disruptions for our customers.
Raised platform to protect network Collaborated with the National Disaster Management Agency (NADMA) to send SMS
equipment against flooding alerts and early warning notifications to customers residing in flood-prone areas
Our annual greenhouse gas (GHG) emissions inventory, in accordance with the GHG Protocol Corporate Standard, is illustrated below.
Notes:
Carbon emissions for CelcomDigi Scope, boundaries, and exceptions
a) Reported data for Digi (FY2020 - FY2022) refers to
Scope 1, 2, and 3 (limited to land and air business
2022 234,038.2 (Jan - Nov) 45,739.6 (Dec) travel data), while reported data for Celcom
(FY2022) refers to Scope 1 and 2 only
b) Methodology: Common GHG Emission Factors
2021 217,438.8 (EFs) are applied, notwithstanding different data
aggregation approaches used by Celcom and Digi.
Digi’s reported data (FY2020 - FY2021) is restated
to be consistent with the EFs applied
2020 209,441.8 Digi CelcomDigi
c) EF references - Scope 1: DEFRA UK GHG Conversion
Factors | Scope 2: MGTC CDM Electricity Baseline
Tonnes CO2e for Malaysia | Scope 3: Telenor Non-Financial
Reporting Criteria
Carbon emissions roadmap for CelcomDigi
SHORT-TERM mid-TERM long-TERM
600 • Set clear long-term emissions • Continue to scale up green investment • Switch to 100% procurement of low-
reduction targets in line with scientific opportunities (e.g. 5G, RE, GET, carbon carbon electricity
500 2°C global warming target trading) • Collaborate with suppliers on low-carbon
• Drive telco-tech network • Integrate internal carbon pricing to affect commodity sourcing standards
267,398.2
Tonnes CO2e
400 modernisation and consolidation to investment decisions and in anticipation of • Innovate low-carbon products and
transition to a low-carbon future regulatory changes services
300 • Enhance mechanisms to improve • Collaborate to reduce emissions in supply • Share best and emerging practices and
transparency and accountability in chains explore new climate solutions (e.g. carbon
200
257,993.5
monitoring climate ambitions and • Develop low-carbon tech partnerships to capture and utilisation (CCUS), IOT, AI) for
100 actions accelerate deployment of low-carbon and adoption
advanced technologies
0
2022 2025 2030 2050
Baseline Digi Celcom Carbon Neutral* Net Zero*
Notes:
a) Digi’s emissions data (FY2022) is limited to Scope 1 and 2 only, and is independently assured by KPMG PLT
b) Celcom’s emissions data (FY2022) is limited to Scope 1 and 2 only, and calculated in accordance with Digi’s applied EFs
c) *Ref: Definition as per GSMA’s Mobile Net Zero State of the Industry on Climate Action Report
How We Create Value
natural Capital
Our environmental footprint
Indirect Energy
Direct Energy Consumption Indirect Energy Consumption
Consumption from Grid Total Energy (GWh)
from Fuel (GWh) from Value Chain (GWh)*
and Green Electricity (GWh)
59.5 379.2 3.6 442.3**

(2021: 40.2) (2021: 297.2) (2021: 1.3) (2021: 338.7)
(2020: 41.7) (2020: 281.3) (2020: 3.1) (2020: 326.2)
Scope 1 Carbon Scope 2 Carbon Scope 3 Carbon

Total Carbon Emissions (Tonnes)
Emissions (Tonnes) Emissions (Tonnes) Emissions (Tonnes)*
16,005.8 262,927.0 845.0 279,777.8

(2021: 10,821.5) (2021: 206,284.5) (2021: 332.8) (2021: 217,438.8)
(2020: 11,238.5) (2020: 197,468.6) (2020: 734.7) (2020: 209,441.8)
Notes:
a) Reported data for FY2022:
Digi - January to November 2022, CelcomDigi - December 2022
b) Reported data for FY2020 - FY2021 limited to Digi only. Due to changes in reporting boundaries, FY2022 data should not be read comparatively to previous years
c) *Reported data limited to Digi only
d) **Digi’s total energy for FY2022 was 405.2 GWh, which has been independently assured by KPMG PLT
e) Digi’s reported energy (FY2020 - FY2021) is restated due to the change in EFs methodology
Energy Usage per Carbon Intensity per Energy Usage per Data Carbon Intensity
Customer Base (mil)
Customer (kWh) Customer Terabyte (MWh) per Data Usage (tCO2e)
11.00 36.83 0.024 0.17 0.11

(2021: 10.32) (2021: 33.25) (2021: 0.021) (2021: 0.16) (2021: 0.10)
(2020: 10.44) (2020: 31.24) (2020: 0.020) (2020: 0.18) (2020: 0.12)
Note:
How We Create Value
Our environmental footprint
E-Waste
General Waste Water Consumption
(Obsolete Electrical and Electronic Waste)
Waste Collected Water Consumed E-waste Collected
76 tonnes 103,388 m3 248 tonnes

(FY2021: 148 tonnes) (FY2021: 68,435 m3) (FY2021: 162 tonnes)
(FY2020: 251 tonnes) (FY2020: 78,856 m3) (FY2020: 47 tonnes)
Waste Generated per Employee Water Consumed per Employee E-waste Resold and Recycled
51 KG 70 m3 245 tonnes
(FY2021: 103 KG) (FY2021: 48 m3) (FY2021: 162 tonnes)
(FY2020: 170 KG) (FY2020: 54 m3) (FY2020: 10 tonnes)
• E-waste directly produced from our operations is managed under the Environment Quality (Scheduled Wastes)
Waste Recycled
Regulation 2005 and our internal guidelines
• Decommissioned network equipment constitutes the largest amount of e-waste generated by tonnes. We reuse
1.8 tonnes equipment, and send those that are obsolete to be recycled and disposed of safely by a licensed vendor
• Under our refreshed ESG guidelines, ‘recycled’ shall include e-waste treated by a professional service provider who
(FY2021: 1.7 tonnes)
has guaranteed that the waste is processed, sorted, resold, recycled, or disposed of in an environmentally sound
(FY2020: 2.0 tonnes)
manner
Note:
a) Reported data for general waste, water, and e-waste for FY2020 - FY2022 limited to Digi only
Risks and opportunities aligned with the recommendations of the TCFD

CelcomDigi plans to adopt the recommendations of the TCFD in phases as we progressively integrate our business to a single
network and converge our distribution channels, systems, fleet, and facilities. This will enable us to develop robust plans that can
assess potential business implications of climate-related risks and opportunities. We continue to drive ambitions towards our
science-based targets for 2030 and Net Zero for 2050. In tandem, the Management shall continue to prioritise climate governance
via policies and clear roles and responsibilities, building towards the medium- and long-term ambitions. Based on preliminary
assessments and external developments, we have identified and concluded some of the opportunities and material risks that are
aligned with the recommendations of the TCFD:
Opportunities Transition Risks Physical Risks
Demand for development of new Carbon pricing Extreme weather conditions

climate-friendly solutions and low- and flooding that damage
Increased energy costs
carbon digital services infrastructure, and outages due to
Indirect price increases power disruptions
First mover advantage as climate
thought leader Carbon target gaps
Brand preference by customers as a Reputational damage leading to
responsible digital services provider revenue loss
We aspire to publish a progressive TCFD report to deep dive further into these opportunities and risks, together with our planned
mitigations.
How We Create Value
natural Capital
Adopting whole-of-society approach to advance the climate agenda
In 2022, as part of the CEO Action Network (CAN),

we moderated a panel session with representatives
from within the telecommunications value chain. The
panel discussed the active roles that representatives
from within the sector can take in advancing SDG 9
(Industry, Innovation, and Infrastructure) and SDG
13 (Climate Action) collectively, to build and manage
resilient and innovative infrastructure to drive the
climate action agenda.
Subsequently, we co-organised a roundtable on ‘Renewable Energy (RE) Pathway for the Telecommunications Sector’ led by GSMA
and UNGC Malaysia, bringing together mobile network operators (MNOs), relevant government departments, and electricity utility
providers to discuss the country’s changing policy and renewable energy landscapes.
We actively engage with our investors, analysts, and regulators in dialogues pertaining to our climate roadmap and alignment with
the national Net Zero ambition. These discussions reinforced the need for public-private dialogues between the relevant government
agencies, utility providers, and mobile operators to jointly achieve Malaysia’s national climate strategy. We also gained understanding
of utility providers’ renewable energy plans and trajectory; shared the mobile sector’s role through its network-enabled technologies
to reduce emissions; and shared challenges in accessing renewables.
#CAREbazaar
To cultivate green habits among
employees, we organised a two-day
bazaar featuring eco-friendly social
enterprises and NGOs who provided
training and raised awareness on the
importance of living sustainably and
caring for the environment.
How We Create Value
Our approach
CelcomDigi places significant importance on strengthening relationships that we
Mapping to Our Strategy have nurtured with our diverse stakeholders— our customers, employees, suppliers,
and Material Matters shareholders, and business partners.
G1 G3 S4 S5 S6 These relationships are key levers to enhance CelcomDigi’s abilities to tap into
future growth opportunities. Our efforts to advance digitalisation are aligned with
the Twelfth Malaysia Plan (2021 – 2025) aspiration to increase national productivity
and advance the digital economy.

• Trusted brand • Trusted partner to the government, consumers, and
• Robust governance policies businesses
• Responsible business practices across our value chain • Strong governance and robust internal controls
• Culture of ethics and integrity • Upholding human rights across the value chain
• Inclusive connectivity options and digital offerings • Adherence to regulatory requirements
• Managing our supply chain responsibly
• Empowering societies through nation-building initiatives
• Gearing up for a stronger digital nation
Looking ahead
We have observed how tackling ESG issues may often require a ‘whole of society’ approach to achieve significant improvements,
including better public-private sector alignment. We will continue to deepen our engagements with different government bodies,
policymakers, academic and research institutions, business partners, social purpose organisations, and communities as we advance
and inspire society. Leveraging our core function as an enabler of connectivity and digitalisation, we aspire to:
Strengthen the monitoring of governance risks across Deliver affordable and accessible connectivity for all
our value chain
Accelerate businesses and SME digitalisation
Drive advocacy of human rights
Focus on capacity building programmes to raise responsible
Promote sustainable local procurement business standards
How We Create Value
Trusted partner to the government, consumers, and businesses
CelcomDigi aspires to be the trusted partner to the government, consumers, and businesses. Our sustainability focus areas
augment the potential to advance the nation towards becoming a digitally savvy society. We will continue enabling an inclusive,
accessible, and safe internet experience for all, while advocating for responsible business practices across our value chain. Our
combined strengths as CelcomDigi enable us to impact broader stakeholder groups and to deepen our engagements on topics that
are most material to them. We aim to attract and retain the best talents through learning and development programmes while
strengthening our commitment to building a diverse and inclusive workplace. We will continue to uphold and respect human and
labour rights, including adopting best practices in health, safety, and security for our employees and partners, both within our
operations and in our supply chain.
CelcomDigi’s Sustainability Focus Areas
Vision Guiding Principles Pillars Priorities Mapping to SDGs
• Affordable & Inclusive

1 • Service Reliability & Quality
Equitable & Safe • Digital Empowerment
Access For All • Cybersecurity & Data
Protection
Value Creation
Adopting best practices to
• Human Rights
deliver sustained value 2 • Health, Safety, &
Responsible Environment
Stakeholder Engagements
Supply Chain • Sustainable Procurement
To be Effective & meaningful
• Labour Standards
Malaysia’s ESG dialogues
Trusted
Business Materiality & Risks • Emissions Reduction &
Institution Managing industry-specific 3
Cleaner Energy Consumption
material matters • Tech-Enabled Solutions
Manage Climate
Risks & Impacts • Waste Reduction & Recycling
Governance • Disaster Response & Relief
Internal controls on
decision-making
• Compliance-First Mindset
4 • Board Risk & Opportunity
Oversight
Most Inspiring • Progressive Talent Pipeline
Company • Equal, Engaged, &
Empowered Workforce
How We Create Value
Strong governance and robust internal controls
Governance is vital to foster a culture of integrity, ethical behaviour, and professionalism to ensure business excellence in the
organisation. Our policies are aligned with applicable laws and regulations as good corporate governance is fundamental for
sustainable value creation for our company’s diverse stakeholder groups.
CODE OF CONDUCT WHISTLEBLOWING POLICY
• Outlines the obligations and • Outlines the procedures for employees to report incidents of
principles of operating the misconduct in violation of our governance policies, including our Code
business responsibly, built upon of Conduct and Anti-Corruption Policy.
best practices brought forward • Establishes our integrity hotline to report incidents of misconduct in
from Celcom and Digi. violation of our governance policies, including our Code of Conduct
• Sets our expectations and Anti-Corruption Policy. These incidents are to be reported via our
for employees to behave dedicated email [email protected].
transparently and honestly in
aspects of anti-corruption and
conflict of interest, among other
COMPLIANCE PROGRAMME
matters.
• All policies and manuals, as
• A programme designed to safeguard and strengthen integrity within the
approved by our Board, are
organisation, in alignment with the standards and requirements of the
aligned with the requirements
Guidelines on Adequate Procedures, published by the Prime Minister’s
prescribed by the Code of Conduct.
Office of Malaysia.
Strengthening the monitoring of governance risks across our value chain in 2022
Conducted an Anti-Corruption Monitored our activities for Conducted Business Partner Risk
Risk Assessment, identifying the the second line of defence (for Assessment (BPRA), implemented
top 10 potential corruption risks sales, marketing, and business via the Coupa Risk Assess (CRA)
present within the operations functions) platform, to effectively manage
our supply chain risks
We uphold good corporate governance through our continuous efforts in raising awareness on the potential risks to our business:
• Conducted dilemma training for all fibre vendors with an emphasis on anti-bribery and anti-corruption
• As part of the Responsible Business Summit, we advocated for increased awareness of workplace human rights and the
development of corporate culture based on trust and integrity
• Raised general awareness on insider trading and encouraged employees to embrace a speak up culture
• Conducted mandatory Health, Safety, and People Security quizzes
How We Create Value
Upholding human rights across the value chain
CelcomDigi’s human rights policies and principles are aligned with the Universal Declaration of Human Rights (UDHR) and are guided
by the United Nation’s Guiding Principles on Business and Human Rights. Our Sustainability Policy and Business Partner Conduct
Principles include clauses on the prohibition of child labour and forced labour for all partners and vendors intending to have a business
relationship with CelcomDigi.
We conduct a human rights due diligence exercise every other year as part of our risk management process. During the last exercise,
we evaluated the human rights risks posed in 19 areas of the business and ranked them High, Medium, and Low. Follow-through
actions have been discussed with the respective teams to mitigate the potential human rights-related risks within their functions. The
exercise involved two workshops and seven focus group meetings, with relevant personnel from 12 departments across the company.
Driving advocacy of human rights
UN Responsible Business and Building the Digital World We Need:

Human Rights Forum 2022 Bridging Tech and Policy
We shared our developments in the Human Rights To address the growing concerns about human rights on
Due Diligence as well as the Child Rights and Business the digital front, we participated in a summit hosted by
Principles practices in CelcomDigi. Further discussions The IO Foundation, where we shared our insights and
included conversations on evolving industry trends principles for safeguarding our own customers’ digital
and the role digital businesses need to play in being footprints and data points.
responsible business partners.
Managing our supply chain responsibly
All suppliers and business partners are required to comply with our Business Partner Conduct Principles. They are mandated to sign
the Agreement of Responsible Business Conduct (ABC) to comply with our standards in the areas of Health, Safety, and Security (HSS),
ethical conduct, human rights, and environmental management. They are also encouraged to act in accordance with our Code of Conduct
and human rights principles.
We conduct periodic onsite physical inspections, and when a non-compliance practice is found, suppliers are required to respond
with corrective action plans within the prescribed timeframe. Suppliers failing to meet the minimum requirements may face serious
consequences such as suspension or even termination.
How We Create Value
Managing our supply chain responsibly (Continued)
155* 2,245 16,691

New suppliers who signed the ABC Total suppliers who have Total supplier
(FY2021: 179) signed the ABC to date training hours
*The number of new suppliers signing the ABC in (FY2021: 2,090) (FY2021: 5,635)
FY2022 has been independently assured by KPMG PLT
Number of inspections conducted Number of findings Number of

Unannounced Announced Total Major Minor suppliers terminated
504 8 512 11 65 0
(FY2021: 509) (FY2021: 1) (FY2021: 510) (FY2021: 16) (FY2021: 45) (FY2021: 2)
(FY2020: 463) (FY2020: 48) (FY2020: 511) (FY2020: 5) (FY2020: 194) (FY2020: 3)
Note:
Capacity building to raise standards

CelcomDigi conducts mandatory training sessions for our suppliers to improve awareness on mitigating risks related to governance,
operations, and sustainability. Subsequently, we assess our suppliers’ knowledge based on the training content via our ‘Knowledge
Assessment Tool’ (KAT). This year, we upgraded the KAT by including more in-depth learning materials covering our services, controls,
and process requirements. A mandatory online assessment was also included as part of the training requirements to ensure we work
with low-risk business partners who understand and conform to high standards and expectations.
Looking ahead
We will continue to raise the standards of our suppliers by mandating them to adhere to good Environmental, Social, and Governance
standards or practices. We have integrated these criteria within our Business Partner Risk Assessment procedures as part of the
supplier selection process. Where possible, we will also prioritise local procurement to contribute back to Malaysia’s economy.
Adherence to regulatory requirements
Telecommunication providers in Malaysia are regulated by the Malaysian Communications and Multimedia Commission (MCMC).
CelcomDigi complies with all regulatory requirements and reports on performance against set initiatives such as JENDELA, under
the MCMC’s purview. Customer complaints are addressed in accordance with the requirements and resolution timeframes provided
by the Mandatory Standards of Quality of Service and General Consumer Code of Practice for the Communications and Multimedia
Industry Malaysia. We provide numerous support and self-service channels for customers to escalate any issues they may face.
Total complaints resolved by Digi

Pusat Ekonomi Digital Malaysia (PEDi)
from July to September 2022
Percentage of cases
PEDi, under the Universal Service Provision (USP)

resolved (%)
programme, aims to expand network infrastructure to

93.4 94.9 95.0 95.1 96.0
underserved areas to close the digital divide. We facilitate
the operations of PEDi internet centres across Malaysia
for the purpose of providing internet access to support
e-learning and the development of digital skills and digital
entrepreneurship among local communities. CelcomDigi JIC 8 JIC 9 JIC 10 JIC 11 JIC 12
operates 307 PEDi centres nationwide. JENDELA Implementation Committee (JIC) meetings
We actively resolve consumer complaints lodged through the MCMC’s Aduan portal. Progress is tabled fortnightly at the MCMC’s
JENDELA Implementation Committee (JIC) meetings, which review the progress and development of the JENDELA initiative. We
have maintained a healthy resolution percentage, consistent with industry average standards.
How We Create Value
Empowering societies through nation-building initiatives
Supported flood aid efforts
Mobilised food relief and necessities for flood victims affected

by the monsoon season. Aid worth RM500,000 was given to the
Communications and Digital Ministry (KKD) for distribution.
Shared a flood preparation toolkit targeting those in flood-prone areas.
Collaborated with the Malaysian Relief Agency to mobilise rescue boats
to aid stranded flood victims.
WiFi units were deployed to relief centres to ensure optimum coverage.
On the network front, we continued efforts to strengthen site resilience
in high-risk areas, and set up power generators and mobile transceiver
stations to reduce service disruptions.
Together with the industry, we also ensured good coverage and capacity
at all 465 identified relief centres, and where necessary, deployed wireless
connectivity options.
Donated RM130,000 to MERCY Malaysia’s ongoing COVID-19 Recovery & Response efforts, completing the final tranche of the
RM1 million pledge. The donation was mobilised to support healthcare and rehabilitation services for former COVID-19 patients,
especially vulnerable groups such as the elderly and those with chronic diseases or comorbidities (former category 4 and 5 patients).
Partnered with Harian Metro’s Titipan Kasih CSR programme to provide laptops
and internet access to students from low-income families in Negeri Sembilan.
Sponsored internet connectivity and devices to facilitate digital learning for a

community-run social project, Iskul Sama DiLaut Omadal (school), in Sabah.
Gearing up for a stronger digital nation
Accelerating business and SME digitalisation

CelcomDigi continues to deliver new and innovative products and business solutions catering for micro and SMEs to facilitate
further digitalisation of their operations. Our extensive range of offerings enables businesses to integrate digital solutions across
different aspects of their operational activities, accelerating their overall productivity.
We facilitated the deployment of the PENJANA Digitalisation Grant, to help SMEs fast-track their digitalisation journey. We
provided affordable digital solutions bundled with fibre, broadband, or mobile lines.
We were also one of the main sponsors of the Star Outstanding Business Awards (SOBA) 2022, marking our fifth year supporting
this programme aimed at recognising SMEs’ contributions towards the nation’s economic growth. Our participation in SOBA
Labs across the country enabled us to engage with a wide range of SMEs to understand their unique digitalisation challenges and
needs and support them with the right digital solutions and consultations. We also deepened our commitment to supporting large
enterprises in future-proofing their operations with a suite of advanced digital and connectivity solutions as well as 5G technology,
focusing on sectors such as ports, oil and gas, financial services, logistics, and manufacturing.
How We Create Value
Gearing up for a stronger digital nation (Continued)
Equipping Petronas’ offshore platforms with connectivity

CelcomDigi collaborated with Petronas to equip its offshore platforms with wireless
connectivity to meet the communication needs of its offshore workforce. This included
deploying highly secure private long-term evolution (LTE) networks to all Petronas’ offshore
platforms as well as its data centres.
Affordable and accessible connectivity for all

CelcomDigi continues to work closely with the government to make connectivity and access to the internet a fundamental utility and
accessible to all. In 2022, together with the industry, we introduced various affordable plans to benefit different segments of customers:
Jaringan Prihatin Rebate – Eligible customers from low-income groups are entitled to enjoy subsidies on our wide range
of postpaid and prepaid plans.
Pakej Data Khas Belia – An affordable connectivity plan targeted at youths aged 12 to 24 to enjoy unlimited access to
selected social platforms, along with 15 GB of high-speed internet data monthly.
Pakej Peranti & Remaja Keluarga Malaysia – Affordable device and connectivity plan to facilitate the digital learning
needs of students.
Empowering educators and the youth for the future

In 2022, our outreach programmes and initiatives were geared towards driving the digital empowerment agenda, with a focus on
building digital competencies through online safety and future skills development.
The Future Skills For All initiative contributed significantly Our decade-long Safe Internet programme has
to new approaches to teaching and learning coding: continuously helped to make the internet a safer place
• ~37,500 enrolments registered to date for all:
• New robotics module based on Primary 6 syllabus • > 91,000 engagements through online safety and scam
• Sign language included in all module videos awareness campaigns
• Introduced offline learning kits to facilitate coding • Scam awareness - Raising awareness on anti-scam and
learning fraud among Malaysians. Developed simplified scam alert
• Provided laptops and micro:bit starter kits to schools infographics and Safe Internet comic series in partnership
in rural parts of Sabah and Sarawak with local comics artists
Responsible
& Caring
We are deeply committed to being
an inclusive and inspiring company
that holds to the highest standards of
integrity and business conduct. We act
responsibly to ensure we create positive
impacts for the community and for
everyone we engage with.
Board of
Directors
YM Tengku Dato’ Sri Azmil
Zahruddin Raja Abdul Aziz
Jørgen Christian Dr. Shridhir Sariputta

Haakon Bruaset Kjoel
Arentz Rostrup Hansa Wijayasuriya
Vivek Sood Rita Skjaervik Vimala V.R. Menon
Khatijah
Tan Sri Abdul Farid Alias Datuk Iain John Lo
Shah MohameD
Board of Directors’ Profiles
01 02
YM Tengku Dato’ Sri Azmil Jørgen Christian

Zahruddin Raja Abdul Aziz Arentz Rostrup
Chair of the Board, Deputy Chair,
Non-Independent Non-Executive Director Non-Independent Non-Executive Director
52 Male Malaysian 57 Male Norwegian
Date of Appointment: Length of Service: Date of Appointment: Length of Service:

19 January 2023 Less than a year 30 November 2022 Less than a year
Meetings attended: N/A Meetings attended: 3/3
Career History Career History

Prior to this appointment, YM Tengku Dato’ Sri Azmil Zahruddin Mr Jørgen Rostrup is a senior business executive with more than
was the Chief Investment Officer at Khazanah Nasional Berhad 20 years of international experience.
(Khazanah), responsible for Khazanah’s investment portfolio. He
also served Khazanah in various senior positions such as Deputy Mr Rostrup has held a range of management positions in three of
Managing Director and Executive Director of Investments Norway’s leading companies, including as President of Yara North
since 2011. Tengku Azmil was also the Managing Director and America, Inc, Country Manager of Yara Ghana Ltd, and Chief
Chief Executive Officer of Malaysia Airlines, and was previously Financial Officer (CFO) at Norsk Hydro AS. Mr Rostrup has held
Executive Director and Chief Financial Officer. several board positions, including as Chair, in listed companies
as well as smaller tech and private equity companies within the
Prior to that, he held various leadership positions at Penerbangan technology, oil and gas, investment banking, and telecom sectors.
Malaysia Berhad and PricewaterhouseCoopers in London and
Hong Kong. He was previously Chairman of UEM Group and In 2016, Mr Rostrup joined Telenor as CFO and a member of
Themed Attractions Resorts & Hotels Sdn Bhd and has held the company’s global leadership team. He is currently Executive
directorships in Axiata Group Berhad, IHH Healthcare Berhad, Vice President and Head of Telenor Asia, a role he has held since
and Malaysian Global Innovation & Creativity Centre Berhad 2020. His key responsibilities include management and oversight
(MaGIC). of Telenor Group’s regional portfolio of leading Asian telecom
businesses.
Other Commitments
He is currently a board member of the Malaysian Accounting Other Commitments
Standards Board. Mr Rostrup is the Chair of the Board of Grameenphone Ltd
in Bangladesh, Chair of the Board for Telenor Pakistan (Pvt.)
Skills & Experience Limited, and Vice-Chair of the Board of True Corporation Public
YM Tengku Dato’ Sri Azmil Zahruddin holds a degree in Company.
Economics from the University of Cambridge, UK. He is a
Chartered Accountant and a member of the Malaysian Institute Skills & Experience
of Accountants (MIA) and the Institute of Chartered Accountants Mr Rostrup holds a Master’s degree in Economics and Business
in England and Wales (ICAEW). Administration from the Norwegian School of Economics.
03 04
Dr. Shridhir Sariputta Hansa Haakon

Wijayasuriya Bruaset Kjoel
Non-Independent Non-Independent Non-Executive Director, Board Governance and
Non-Executive Director Risk Management Committee member
54 Male Sri Lankan/British 51 Male Norwegian

30 November 2022 Less than a year 11 July 2017 5 years 8 months
Meetings attended: 3/3 Meetings attended: 18/18

Dr. Wijayasuriya is a Chartered Engineer who has decades of Mr Kjoel is a senior corporate and public affairs professional
experience in the telecommunications industry across South with extensive experience in the European and Asian telecom
Asia and Southeast Asia. He joined Dialog Axiata PLC’s founding and digital industries. He joined Telenor Group in 1995 and
management team in 1994 and later served as its CEO for 19
started his career in mobile operations in Norway. Since then,
years. He has also held several leadership positions at Axiata,
he has gained extensive international experience through his
including setting up Axiata’s pan-region digital services business
involvement in Telenor’s international activities in Europe and for
as the founding CEO of Axiata Digital Services. In his current role
the last 22 years, in Asia. During this period, he has held senior
as the CEO of Telecommunications Business, he oversees the
global and regional leadership roles in the areas of regulatory
Group’s Telecommunications Businesses in Malaysia, Indonesia,
and public affairs, government and public relations, corporate
Cambodia, Sri Lanka, Bangladesh, and Nepal, as well as the
communications, sustainability, and strategy development.
Group’s Enterprise and International Wholesale Businesses. In
Mr Kjoel was recently the Senior Vice President and Head of
2016, Dr. Wijayasuriya was honoured by the GSMA Association,
the apex body of the global mobile industry, as the first recipient External Relations for Asia at Telenor Asia, from May 2020
of the “Outstanding Contribution to the Asian Mobile Industry” until the end of August 2022, where he was responsible for the
Award. He is also the past Chair of GSMA Asia Pacific and is company’s Asia-focused sustainability, reputation and brand
currently the nominee of Axiata on the Board of the GSMA. management, and stakeholder management initiatives. He is
currently the Senior Vice President and Head of Investment
Other Commitments Management for Malaysia, a role he has held since September
Dr. Wijayasuriya is the Group Executive Director and CEO of 2022, where he is overseeing Telenor Asia’s investment activities
Telecommunications Business of Axiata Group Berhad. He also sits in Malaysia.
on the boards of various subsidiaries of Axiata, including Dialog
Axiata PLC, Axiata Digital & Analytics Sdn Bhd, Ncell Axiata Ltd, Other Commitments
Robi Axiata Ltd, Smart Axiata Co Ltd, and PT XL Axiata Tbk. Mr Kjoel has more than a decade of experience on the
Board. He currently serves on the boards of several Telenor
Skills & Experience Group companies in Singapore, and of Grameenphone Ltd
Dr. Wijayasuriya graduated from the University of in Bangladesh. He is also a Non-Executive director of the
Cambridge, UK in 1989. He also holds a PhD in Digital Mobile international architecture and design company Snøhetta AS,
Communications from the University of Bristol, UK and an MBA headquartered in Oslo, Norway.
from the University of Warwick, UK. He is also a Chartered
Engineer and Fellow of the Institute of Engineering Technology Skills & Experience
UK since 2004.
Mr Kjoel holds a Master’s degree in Business Administration
from BI Norwegian Business School, Oslo and studied marketing
and public relations at the same institution.
05 06
Vivek Rita
Sood Skjaervik
Non-Independent Non-Executive Director, Chair of Board Governance Non-Independent
and Risk Management Committee Non-Executive Director
59 Male Indian 49 Female Norwegian

19 January 2023 Less than a year 30 November 2022 Less than a year
Meetings attended: N/A Meetings attended: 3/3

Vivek has led several multidisciplinary and multicultural teams as Ms Skjaervik began her career as a political advisor in the
Joint Acting Group Executive Officer and Group Chief Financial Workers’ Youth League (AUF) between 1996 and 1998,
Officer (CFO) of Axiata Group Berhad, Executive Vice President responsible for environmental and educational issues, as well as
(EVP) and Group Chief Marketing Officer of Telenor, Chief top management advisory. She subsequently joined the Labour
Executive Officer (CEO) of Grameenphone Bangladesh, CEO of Party Parliamentary Group as a political advisor and has held
Telenor India, CFO of Telenor India, and Chief Operating Officer various positions in the government, including as the State
(COO) and CFO of Tata AIA Life Insurance. Secretary and later, as the Deputy Chief of Staff for the Prime
Minister of Norway from 2009 to 2013. In 2014, she joined the
He has been on the boards of Axiata and listed and unlisted Governmental Relations team in Telenor Norway AS.
subsidiaries, and has been instrumental in handling finances
for Axiata, including funding, capital management, portfolio She has since held multiple roles in Telenor, including Group
rebalancing, and operational excellence. He has acted as a change Public Affairs and later, as the Senior Vice President (Head of
agent by leading a large telco’s transformation into a digital CEO Office) from 2017 to 2020. She was also the head of the
services provider and developing new services. He has gained secretariat and supported the President and CEO, as well as
diverse global knowledge through his responsibilities across Telenor Group governing bodies, where she was responsible
Asian and European markets, leading teams from various cultures for ensuring the quality of the decision-making processes.
and backgrounds. More recently, she was the Senior Vice President and Head of
Group Strategy and External Relations at Telenor from 2020 to
Other Commitments 2021. From December 2021, she was appointed Executive Vice
Mr Vivek is currently Axiata Group Berhad’s Group CEO and President (Strategy and External Relations) and a member of the
Managing Director. He is also currently a Director of Axiata SPV2 Group Executive Management.
Berhad.
Other Commitments
Skills & Experience Ms Skjaervik is currently part of the Telenor Group Leadership
Mr Vivek holds a Bachelor in Commerce from the University of Team as the company’s Executive Vice President – People,
Delhi, India and became a Qualified Chartered Accountant of Sustainability, and External Relations.
India in 1989. He conducted his accountancy and audit training at
in PricewaterhouseCoopers. Skills & Experience
Ms Skjaervik holds a Master of Political Science (Cand.polit.)
degree from the University of Oslo, Norway.
07 08
Vimala Tan Sri Abdul

V.R. Menon Farid Alias
Independent Non-Executive Director, Board Audit Committee member, Independent Non-Executive Director, Chair of the Board Audit
Board Nomination and Remuneration Committee member Committee, Board Nomination and Remuneration Committee member
68 Female Malaysian 55 Male Malaysian

1 July 2015 7 years 8 months 30 November 2022 Less than a year

Ms Menon was the Senior Independent Non-Executive Director Tan Sri Abdul Farid has accumulated over 30 years of working
and Chair of the Audit and Risk Committee at Digi.Com Berhad experience in the banking and financial services industry,
until the completion of the merger on 30 November 2022. She particularly in the areas of investment banking, commercial
continues her duties as an Independent Non-Executive Director banking, and capital markets. He has worked for several
under CelcomDigi Berhad. merchant and investment banks in various capacities, such
as Aseambankers Malaysia Berhad, Schroders Malaysia (L)
Ms Menon is a Chartered Accountant with more than 30 years Ltd, Malaysian International Merchant Bankers Berhad, and
of experience in finance and general management. She has held JP Morgan Malaysia/Singapore. Tan Sri Farid joined Malayan
various executive positions at Edaran Otomobil Nasional (EON) Banking Berhad in 2009 and held several senior roles before
Berhad and Proton Holdings Berhad, including serving as an taking up the position of Executive Director/Group President &
Executive Non-Independent board member of EON Berhad from Chief Executive Officer from August 2013 until his retirement in
1990 to 2006. April 2022.
Ms Menon has 15 years of board experience as an Independent Other Commitments

Non-Executive Director and Audit Committee Chair in various Tan Sri Farid currently serves on the boards of Bursa Malaysia
companies, including EON Bank Berhad, Jardine Cycle & Carriage Berhad and CapitaLand Investment Ltd as an Independent
Limited, PT Astra International Tbk, Cycle & Carriage Bintang Non-Executive Director. He is also a Council Member of Asian
Berhad, Petronas Chemicals Group Berhad, Petronas Dagangan Institute of Chartered Bankers.
Berhad, and Prince Court Medical Centre Sdn Bhd.
Skills & Experience
Other Commitments Tan Sri Farid holds a Master of Business Administration (Finance)
Ms Menon has been a member of the Board of Trustees of from the University of Denver, USA and a Bachelor of Science
Yayasan Tunku Abdul Rahman (YTAR) since 10 November 2021. in Accounting from the Pennsylvania State University. He also
completed the Advanced Management Programme at Harvard
Skills & Experience Business School and is a Fellow Chartered Banker with the Asian
Ms Menon is a Fellow of the Institute of Chartered Accountants Institute of Chartered Bankers.
in England and Wales and a Member of the Malaysian Institute of
Accountants (MIA).
09 10
Datuk Iain Khatijah

John Lo Shah Mohamed
Independent Non-Executive Director, Chair of Board Nomination and Independent Non-Executive Director, Board Audit Committee member,
Remuneration Committee, Board Governance and Risk Management Board Governance and Risk Management Committee member
Committee member
61 Male Malaysian 67 Female Malaysian

24 May 2021 1 year 10 months 30 November 2022 Less than a year

Datuk Lo started his career in 1987 as a civil engineer with an Puan Khatijah began her career with International Business
engineering consultancy firm, Konsortium Malaysia, in the city of Machines Corporation (IBM) in 1978 where she served for 15
Kuching in Sarawak, Malaysia. In 1990, he joined Sarawak Shell years in Sales and Marketing, Business Development, and General
Berhad as a field engineer, and has held several senior positions Management across Hong Kong and the USA. In 1994, Puan
in Malaysia and Singapore. He also took on the role of Asia Khatijah served as the Managing Director of Oracle Systems
Pacific Regional Advisor to Shell’s Executive Committee at Shell Malaysia, and was later the Managing Director of SAP Malaysia,
International in The Hague between 2004 and 2006. responsible for the Malaysia, Brunei, and Pakistan markets, in
1999. In 2005, she was appointed the General Manager of SAP AG
Datuk Lo retired as the Country Chair of Shell Malaysia Ltd in in Dubai, overseeing the company’s business across 15 countries.
March 2021 and brings with him a wealth of knowledge and Puan Khatijah started her real estate business in Dubai under
experience gained over 30 years with Shell, both in Malaysia and Engel & Voelkers Franchise, a global German real estate company.
abroad.
Puan Khatijah has previous board experience as an Independent
Other Commitments Non-Executive Director, Chair of the Board Risk and Compliance
Datuk Lo is currently an Independent Non-Executive Director Committee and Board Audit Committee, and Chair and member
of RHB Bank Berhad and RHB Investment Bank Berhad. He also of the Board IT Steering Committee and Board Dispute Resolution
serves as a member of the Board Nomination & Remuneration Committee at Celcom.
Committee and the Board Audit Committee. He is also the Chair
of RHB Bank Berhad’s Board Sustainability Committee. Other Commitments
Puan Khatijah is currently a Director of Sanicare Hygiene Services
Skills & Experience Sdn Bhd since 2017.
Datuk Lo has a Bachelor and Master of Science in Civil
Engineering from the University of California, Los Angeles, USA. Skills & Experience
Puan Khatijah holds a Diploma in Computer Science from Institute
Technology MARA (now known as Universiti Teknologi MARA).
Save as disclosed, none of the Board members has any:
1. Family relationship with any Director and/or major shareholder of the company;
2. Conflict of interest with the company; or
3. Conviction of an offence within the past five years or public sanction or penalty imposed by the relevant regulatory bodies
during the financial year, other than traffic offences.
CelcomDigi’s
Management
ErikSigurd
Erik Axel MarellMarell Joachim Rajaram Afizulazha Abdullah
Azmi Ujang Kesavan Sivabalan
Praveen Rajan Cheng Weng Hong
Chee Loo Fun Datuk Kamal Khalid Albern Murty
Tan Moi Tsu (Lucy) Datuk Idham Nawawi

Management’s Profiles
01 Skills & Experience Azmi started his career as a Dealer’s

Albern holds a Bachelor of Science in Representative for Seagrott & Campbell
Datuk Idham Nawawi Marketing and Advertising Management and joined Standard Chartered Bank
Chief Executive Officer from Portland State University, Oregon, as a Management Trainee, where he
55 | Male | Malaysian USA. subsequently became a National Officer in
banking operations and human resources.
Date of Appointment:
30 November 2022 03 Skills & Experience
Tan Moi Tsu (Lucy) Azmi holds a Bachelor of Science in Finance
Career History and a Master of Business Administration,
Chief Financial Officer
Datuk Idham was previously the Chief both from the Indiana State University,
64 | Female | Malaysian
Executive Officer (CEO) and Executive USA. He also completed the London
Director of Celcom, with over 30 years of Business School’s Management Programme
experience in the telecommunications and and the Harvard Business School’s
1 December 2022
IT industry. Before joining Celcom, he was Advanced Management Programme.
the Group Chief Corporate Officer of Axiata Career History
and has held various senior management Lucy was previously the Senior Adviser, 05
positions in companies including Maxis and Merger Integration in Axiata. She has more Kesavan Sivabalan
Packet One Networks in Malaysia and PT than 30 years of experience in accounting Chief Technology Officer
Natrindo Telepon Seluler (AXIS) in Indonesia. and finance and has held multiple senior 54 | Male | Malaysian
leadership roles, including as the Group
Skills & Experience Chief Financial Officer at Dialog Axiata PLC Date of Appointment:
Datuk Idham holds a Master of and Financial Controller at Maxis Berhad.
1 December 2022
Communications Management from
the University of Strathclyde, Glasgow, Skills & Experience
Career History
Scotland and is a Chevening scholar. He also Lucy holds a Bachelor of Science, majoring
Kesavan was previously the
holds a Bachelor of Science in Mechanical in Chemistry and a Diploma of Education
Chief Technology Officer of Digi
Engineering from the University of from the University of Malaya. She is also a
Certified Public Accountant, Australia. Telecommunications Sdn Bhd and held
Rochester, New York, USA.
a similar portfolio within the Developed
Asia Cluster under the Telenor Group.
02 04 Since joining Digi in 2013, he has held
Azmi Ujang various senior positions in the company,
Albern Murty
Chief Human Resources Officer including Chief Network Officer and
Deputy Chief Executive Officer
51 | Male | Malaysian 63 | Male | Malaysian Head of Technology Operations. Before
that, he was General Manager of Access
Date of Appointment: Network at Vodafone Australia. Kesavan
1 December 2022 has more than 20 years of experience in the
30 November 2022
telecommunications industry across several
Career History Asian and European markets, including
Career History
Azmi was previously the Chief Human Malaysia, Germany, Australia, Cambodia,
Albern was previously the Chief Executive Capital Officer of Celcom where he Vietnam, and Bangladesh, working with
Officer (CEO) of Digi Telecommunications provided leadership for end-to-end human network vendors like Lucent and Ericsson
Sdn Bhd and has over 20 years of experience capital management, including workspace and operators like Maxis and Vodafone.
in the telecommunications industry. Since management and the development of a
joining Digi in 2002, he has held roles in modern corporate office. Prior to that,
Skills & Experience
Project Planning and Controls and Product Azmi spent more than two decades at
Kesavan holds a Bachelor of Business from
Management and Product Development, Maxis Berhad, holding senior leadership
Deakin University, Australia and a Master of
and served as Head of Strategy and New roles, including Senior Vice President and
Science in Enterprise Project Management
Business, Chief Marketing Officer, and Head of Human Resources, and Senior
from Stevens Institute of Technology, New
Chief Operating Officer. Before Digi, his Vice President and Head of Regulatory,
Compliance, and Government Relations. York, USA.
previous experience includes business and
commercial management roles in Lucent
Technologies across the Asian region.
06 almost 14 years, previously serving as Head 09

of Corporate Communications in Telenor
Datuk Kamal Khalid Myanmar and Head of Communications Praveen Rajan
Chief Transformation Officer and Sustainability at Digi. Joachim has more Chief Consumer Business Officer
51 | Male | Malaysian than two decades of experience in corporate 44 | Male | Malaysian
communications, sustainability planning
Date of Appointment: and governance, public affairs, and business Date of Appointment:
1 December 2022 environment management. 1 December 2022
Career History Skills & Experience Career History

Datuk Kamal was previously the Chief Joachim holds a Bachelor of Laws (LLB) from Praveen was previously the Chief Marketing
Corporate and Transformation Officer the University of London, England and has Officer of Digi Telecommunications Sdn Bhd.
of Celcom, where his duties included attended executive education programmes He joined Digi in 2007 and has over 20 years
overseeing functions such as regulatory at London Business School and INSEAD. of experience in the internet and mobile
affairs, legal, community, sustainability, industries. He has held multiple leadership
and the company’s enterprise project positions during his 15-year stint with Digi
management office. He was also the Lead of 08 which include Chief Digital Officer, Head of
the Merger Integration Team from July 2021 Chee Loo Fun Advanced Data Services, Head of Products
to November 2022. Prior to joining Celcom, Chief Home & Fibre Officer – Internet & Services, and Head of Postpaid
Datuk Kamal has held various leadership 58 | Female | Malaysian & Digital Services. Prior to joining Digi,
positions, including Group Managing Praveen co-founded a social networking
Director of Media Prima Berhad and Head Date of Appointment: startup called LifeLogger in 2003, where he
of Communications for the Prime Minister’s 1 December 2022 served as the Chief Technology Officer.
Office of Malaysia.
Career History Skills & Experience
Skills & Experience Loo Fun was previously the Chief Consumer Praveen holds a Bachelor of Engineering
Datuk Kamal holds a Bachelor of Laws (LLB) Business Officer of Celcom. She has more (BEng), Electronics and Computing from
from the University of Nottingham, England. than 30 years of experience in brand, Nottingham Trent University, UK.
marketing, and telecommunications. She
07 has held multiple senior leadership roles 10
in the Asia Pacific, including as Regional
Joachim Rajaram Chief Marketing Officer of SEEK Asia, Chief Afizulazha Abdullah
Chief Corporate Affairs Officer Marketing Officer at Vodafone Hutchison Chief Enterprise Business Officer
46 | Male | Malaysian Australia, and Head of Consumer Marketing 56 | Male | Malaysian
at Globe Telecom in the Philippines, as well
Date of Appointment: as various leadership positions at Maxis Date of Appointment:
1 December 2022 Communications. 1 December 2022
Career History Skills & Experience Career History

Prior to the merger, Joachim held the Loo Fun holds a Bachelor of Arts (Hons) Afiz was previously the Chief Operations
same role at Digi Telecommunications from Universiti Kebangsaan Malaysia. She Officer (Technology) and Chief Enterprise
Sdn Bhd with overall responsibility for the also completed the Finance for Executives Business Officer of Celcom. Afiz began his
company’s legal and governance, regulatory, programme at INSEAD in Singapore and career in 1990 as an analyst programmer
privacy, government affairs, corporate the Customised Executive Education before spending 13 years at IBM Malaysia,
communications, and business sustainability programme at IBM/Harvard. where he became the General Manager for
functions. He was with Digi and Telenor for Public Sector and was part of the company’s
senior management team and business
council. He joined Maxis Berhad in 2006 as
the Head of Broadband and was promoted 12

to Vice President of Maxis Home Services 13
in 2010. He then joined Celcom and held Erik Axel Sigurd Marell
Chief Strategy Officer Kugan Thirunavakasaru
various senior leadership roles, including
54 | Male | Swedish Chief Innovation Officer
Chief Advanced Data Officer, Chief Digital
57 | Male | Malaysian
Services Officer, and Chief Business Services
and Solutions Officer. He was also the Date of Appointment:
1 December 2022 Date of Appointment:
Managing Director of On-Site Services Sdn
1 December 2022
Bhd, a subsidiary of edotco Malaysia, Axiata
Group. Career History
Erik was previously the Chief Strategy Career History
Officer and Head of CEO Office of Kugan was previously the Chief
Skills & Experience
Celcom, having joined Axiata as the Head Emerging Business Officer of Celcom,
Afiz holds a Bachelor of Science in Computer
of Corporate Strategy in 2016 before with 20 years of extensive experience in
Science from the California State University,
transitioning to Celcom subsequently. the telecommunication industry. Prior to
Fresno, USA.
Erik brings with him more than 25 years Celcom, Kugan was the Chief Marketing
of experience in telecommunications Officer at Smartfren Indonesia and
11 management consulting, professional a Board member of Sinarmas Digital
services, and systems integration in Asia and Ventures responsible for the overall
Cheng Weng Hong
Europe. The senior leadership roles he has commercial business. Kugan started his
Chief Sales & Retail Officer
held include Regional Director of Southeast career with Ericsson Sweden and has
44 | Male | Malaysian
Asia for British Telecom’s Telconsult and worked in various international markets
Managing Director of Swedtel Southeast covering Europe and North Africa
Asia Sdn Bhd. during his tenure with Ericsson Sweden
1 December 2022
before returning home to Malaysia
Skills & Experience and joining Digi and Maxis shortly
Career History
Erik holds a Bachelor of Science in Business thereafter.
Cheng was previously the Chief Sales Officer
of Digi Telecommunications Sdn Bhd and Administration and Economics, majoring
in Finance from the University of Umea, Skills & Experience
has held various senior positions within
Sweden. Kugan holds a degree in Electrical
the Marketing and Sales Division during
Engineering from University Teknologi
his 18 years with the company. Cheng was
Malaysia and has completed executive
instrumental in modernising Digi’s industry-
management programmes at Columbia
best sales and distribution network in a
Business School and at Stanford in the USA.
variety of roles, including Head of Consumer
Sales and Head of Retail and Controlled
Channels. He has also held leadership
positions in Product Development and Save as disclosed, none of the Senior
developing Digi’s MVNO business. He has Management team has any:
more than 20 years of experience in the
1. Family relationship with
telecommunications industry, having held
any Director and/or major
leadership roles at Trisilco Folec prior to
shareholder of the company;
joining Digi in April 2004.
2. Conflict of interest with the
company; or
Skills & Experience 3. Conviction of an offence within
Cheng holds a Bachelor of Engineering (Civil the past five years or public
and Computing) from Monash University, sanction or penalty imposed by
Australia. the relevant regulatory bodies
during the financial year, other
than traffic offences.
Corporate Governance Overview Statement
The Board of Directors (Board, Directors) recognises that strong and robust corporate governance
is integral for CelcomDigi Berhad (formerly known as Digi.Com Berhad) (CelcomDigi) to succeed.
Through good governance, we believe creating long-term sustainable value can be achieved with a
clear governance structure and processes that enable the Board to govern effectively. As we transit and
adjust to the recently established Corporate Governance Framework following the completion of the
Celcom and Digi merger on 30 November 2022, the Board envisions that the renewed framework for
CelcomDigi will enable all Directors to demonstrate strong leadership, while responding effectively to
any environmental, economic, social, and governance matters.
Key features of our new Corporate Governance Framework include:
A diverse and Skills and experience Focused and Independent thinking

transformed Board for the future informed discussions and integrity
Supporting and promoting Keen and future- Dedicated Board Enabling the Senior
the race and gender focused leaders to Committees operating Management team to
diversity policy to establish shape and govern the under clear terms of operate at its full capability
a strong foundation for Company in a complex reference and oversight and potential through good
overall diversity and and swiftly changing governance processes and
inclusion development for telecommunications sector an effective governance
the Company reporting model
Lastly, our framework provides role clarity by clearly delineating roles and areas of accountability and recognising the independent roles
and duties required to govern the Company effectively.
CelcomDigi’s framework complies with the following laws and regulations:
• Malaysian Code on Corporate Governance 2021 (MCCG)

• Companies Act 2016 (the Act)
• Main Market Listing Requirements of Bursa Malaysia Securities Berhad (Bursa Malaysia) (MMLR)
In addition, the Corporate Governance Overview Statement (CG Overview Statement) is to be read with the Corporate Governance Report
(CG Report) which contains details on the application of each of the Practices as well as the departures and alternative measures established
within the Company. The CG Report is available on our website at http://www.celcomdigi.com.
As of 31 December 2022, CelcomDigi has applied all Practices of the MCCG 2021 within our Corporate Governance Framework,
save for Practice 5.2 (at least half of the board comprises independent directors; for large companies, the board comprises a majority
of independent directors) and Practice 8.2 (the board discloses, on a named basis, the top five Senior Management’s remuneration
component including salary, bonus, benefits-in-kind, and other emoluments in bands of RM50,000).
An overview of our departures from the aforementioned Practices is as follows:
Practice 5.2
CelcomDigi acknowledges the intention of this practice of having a majority of Independent Directors to ensure objective Board decisions.
Although less than half of the current Board is represented by Independent Directors, our robust framework, policies, and procedures promote
strong principles of integrity to ensure decisions made by the Board are not influenced by any internal or external factors.
Furthermore, with the current composition of 60% Non-Independent Directors and 40% Independent Directors, the Board has an
appropriate balance in terms of skills, knowledge, and experience to protect the interests of all shareholders and to govern CelcomDigi
effectively. This is to ensure independence and objectivity when the Board makes decisions in the best interests of the Company.
CelcomDigi is undertaking reasonable efforts to achieve this Practice within three years, subject to the progress of the integration and
the overall aim of securing a board composition that seeks an optimal balance of competencies, diversity, and independence on the
Board of CelcomDigi.
Practice 8.2
We understand the recommendation of this Practice as an aspect of transparent reporting. CelcomDigi currently does not disclose
the top five Senior Management’s remuneration information in our annual reports due to personal security concerns on the part of the
personnel involved. Furthermore, such detailed disclosure is not favourable to the Group as talent poaching is common in this industry.
However, we will consider adopting this practice within three years, subject to market readiness and potential implications on the
interests and competitiveness of CelcomDigi.
Statement by the Board on Corporate Governance

As a newly merged company, CelcomDigi’s Board of Directors seeks to continue building upon the existing strong leadership and effective
governance culture previously seen in Celcom and Digi. Our diverse Board members are veterans in numerous industries, bringing fresh
perspectives and depth of insight to the Company to strengthen and solidify our position as the leading telecommunications provider in
Malaysia.
The Board is led by Tengku Dato’ Sri Azmil Zahruddin, the new Chair of the Board, whose depth of experience will steer and drive the
Company’s strategy and business direction, guided by our purpose of Advancing and Inspiring Society. Supporting the Chair is Jørgen
Christian Arentz Rostrup, the Deputy Chair, who will assist the Chair in his duties and chair the Board Meetings in the Chair’s absence.
Moving forward, CelcomDigi’s Board has outlined a series of key priorities to be realised in 2023, as follows:
Business Corporate Governance
• Increase CelcomDigi’s market share to stay • Maintain compliance with regulatory

ahead of the competition requirements, including the Act, MMLR, etc.,
to discharge duties as Directors effectively
• Expand into new geographical areas
• Provide a platform enabling continuous
• Integrate synergies arising from the merger
engagement with our stakeholders
into business operations
• Review Environmental, Social, and
Governance (ESG) matters
Embracing Values and Principles of Good Governance

During the year under review, Digi was recognised as a winner in the ASEAN Asset Class category at the 2021 ASEAN Corporate
Governance Scorecard Awards organised by the Minority Shareholders Watch Group (MSWG) for demonstrating consistent and steady
improvements in corporate governance disclosure. CelcomDigi is committed to continuing our efforts in upholding good corporate
governance, providing transparency and accountability to our stakeholders.
Embedding Sustainability
CelcomDigi believes that sustainability is directly related to our future performance as we align our material ESG matters with our purpose
and values. We are committed to strengthening and embedding sustainability-related matters in our governance framework and practices;
hence, the Board continues to prioritise the monitoring of existing and emerging sustainability risks and opportunities closely.
Looking ahead to 2023, the Board’s role and focus will be to provide guidance on the following sustainability practices for implementation
in CelcomDigi:
i. Planning and integration of sustainability-related priorities into Company-wide strategies and decision-making
ii. Setting and tracking measurable ESG performances
iii. Improvements to disclosures of material matters that are highly prevalent in the telecommunications sector, guided by Bursa
Malaysia’s Sustainability Reporting Guide and Toolkits (3rd Edition)
Governance Structure
Board
Board Governance and Risk Board Nomination and

Board Audit Committee (BAC)
Management Committee (BGRMC) Remuneration Committee (BNRC)
Quarterly
Climate Working Committee (CWC)

Governance Risk Committee (GRC)
CHAIR- CCAO
CHAIR- CEO
Heads of Sustainability, ERM,
CFO, CCAO, CHRO
Network, Workplace, Procurement
Compliance | Internal Audit |
Sustainability | Enterprise Risk Management |
Enterprise Risk Management |
Workspace & Facilities |
Sustainability
Network | Procurement
Assists the CEO and BGRMC in overseeing and Oversees climate-related risks and opportunities,
strengthening effectiveness across the three lines of assesses and recommends environmental actions and
defence. The Committee shall consistently promote initiatives, including disclosures aligned with the Task
a culture that demands ethical business conduct and Force on Climate-related Financial Disclosures (TCFD)
compliance with the Code of Conduct, policies and and other internationally recognised standards, and
procedures, and responsible business practices. reports on climate matters to the GRC for onward
escalation to the BGRMC.
The Board Governance and Risk Management Committee

Board Charter
(BGRMC) is the governing committee for sustainability-related
matters in CelcomDigi. It oversees the Group’s sustainability The Board is guided by its Charter which contains the Terms
priorities, processes, standards, and performance. The Governance of Reference (TOR) of the Board’s and the Board Committees’
and Risk Committee (GRC) assists the BGRMC in strengthening the roles and responsibilities. It is a comprehensive guide for the
effectiveness of implementing CelcomDigi’s sustainability policies Board members to not only to understand their roles and
and procedures at the management level. responsibilities, but also the intentions and expectations as to
how the Board should discharge its duties and responsibilities.
Under the new Sustainability Governance structure, a Climate
Steering Committee (CSC) has been formed and tasked with The Board, at its meeting on 1 December 2022, approved the
overseeing climate-related risks and opportunities in CelcomDigi. review of its Charter. The review was to ensure that CelcomDigi
The CSC also deliberates on and recommends environmental actions remains competitive with our industry peers and maintains
and initiatives to the GRC for further escalation to the BGRMC. compliance with the latest rules and regulations of the relevant
authorities.
The CSC and GRC are chaired by the Chief Corporate Affairs
Officer (CCAO) and the Chief Executive Officer (CEO), respectively. Please click on this link to read more about our Board Charter:
Both committees comprise CelcomDigi’s Senior Management https://celcomdigi.listedcompany.com/corporate_governance.html.
team. In the GRC, the Head of Compliance and Head of Enterprise
Risk Management jointly act as the Secretariat, with representation
Code of Conduct
from the leaders of the governance and sustainability-related
functions, including but not limited to: As a result of the merger, CelcomDigi has updated its Code of
Conduct, harmonising the elements of Celcom’s and Digi’s past
Code of Conduct clauses. The Code of Conduct is crucial to
Regulatory Sustainability
establish the business culture and conduct that is expected of
all CelcomDigi’s Board members and employees. This will also
Human Rights Cybersecurity nurture a strong corporate culture throughout the Company,
upholding our commitment to performing our duties and
responsibilities with integrity. It is meant to empower our every
Supply Chain Management Privacy decision by providing clarity and setting expectations of our
day-to-day conduct. The Board strongly abides by the Code of
Conduct as we cement trust and reputation in our brands in line
Climate Health and Safety with our promise to our customers.
The GRC will convene on matters pertaining to governance, risk, The Code of Conduct is accessible on CelcomDigi’s website at:
compliance, and other non-financial performance for escalation to https://corporate.celcomdigi.com/company/governance.
the Board via the BGRMC, on a quarterly basis.
Principle A – Board Leadership and Effectiveness
Our Board plays a crucial role in realising our purpose of Advancing

and Inspiring Society. In other words, the Board is the overall
custodian of good corporate governance and is fully committed
to instilling an ethical culture that promotes integrity, effective
internal controls, and robust decision-making processes.
Board Composition
CelcomDigi’s Board composition has the right balance of objectivity and diversity to effectively discharge its collective responsibilities
in upholding good corporate governance and delivering holistic strategic business decisions. In this regard, the Board Nomination
and Remuneration Committee (BNRC) is responsible for reviewing the Board composition periodically and making the necessary
recommendations to the Board. Further activities of the BNRC are provided in the BNRC Report.
Board Balance and Composition Ethnic Diversity
6
Non-Independent 5
Non-Executive Directors
(NINEDs) 3
1 1
4
Independent
Non-Executive Directors
(INEDs) Malaysian Norwegian Sri Lankan/ Indian
British
Age Areas of Expertise
Information Technology Oil and Gas

4
3 Banking Investment
2
1 Business Development Real Estate
Accounting and Finance

Below 50 50 - 55 56 - 60 61 - 68 Regulatory and
years old years old years old years old Political Advisory
Leadership
Gender Length of Service
7 years 8 months
5 years 8 months
30% 70% 1 year 10 months
Haakon Vimala Datuk Iain

Female Bruaset Kjoel V.R. Menon John Lo
Male
Haakon, Vimala, and Datuk Iain retained their positions as Non-Executive Directors; hence,
their length of service includes pre-merger years. All other CelcomDigi Board members have
less than a year of service
Board Roles and Responsibilities

The Board is entrusted with the responsibility of promoting the success of the Company by directing and supervising the Company’s
affairs in a responsible and effective manner. Each Director has a duty to act in good faith and in the best interests of the Company.
The Directors are aware of their collective and individual responsibilities to all shareholders for the manner in which the affairs of the
Company are managed, controlled, and operated.
An effective Board is crucial to the long-term prospects and strategic aims of the Company. This is achieved through strong and open
working relationships between the Directors. Additionally, the Board practises a clear demarcation of duties and responsibilities
between the Chair and Chief Executive Officer (CEO) to ensure a balance of power and authority on the Board. The responsibilities of
the Chair and the CEO are clearly defined and separated, as set out in the Board Charter. The separation of responsibilities is designed
to ensure that no single person or Company can have unrestricted powers and that an appropriate balance of power and authority exists
on the Board.
The Chair provides thoughtful and effective leadership for the Board, whereas the CEO heads the Senior Management team in the day-
to-day management of the business and leads the implementation of the financial, strategic, and organisational performance policies and
strategies across the Company. The CEO is also responsible for providing leadership guidance and building corporate culture throughout
CelcomDigi.
The Deputy CEO is accountable to the CEO for the effective day-to-day operations of the Company’s business in accordance with the
strategic plan and operating and capital expenditure budgets as approved by the Board. The Deputy CEO leads initiatives and programmes
to drive transition, efficiencies, productivity improvements, and resource allocation to mitigate uncertainties in the Company’s business
activities in order to achieve its corporate objective and strategic plan.
As part of its efforts to ensure the effective discharge of its duties, the following Board Committees have been established upon the
formation of CelcomDigi to assist the Board in its oversight function, with reference to specific areas of responsibility:
Board Governance
Board Nomination and
Board Audit Committee (BAC) and Risk Management
Remuneration Committee (BNRC)
Committee (BGRMC)
The Chairs of the BAC, BNRC, and BGRMC report to the Board on the deliberations, discussions, and outcomes of their respective
Committee meetings.
The Board Committees review matters within their TOR and make appropriate recommendations to the Board for approval, where
relevant. The Board is kept apprised of the activities of the Board Committees through the circulation of the minutes of the meetings of
the Board Committees and updated on meeting deliberations and outcomes by the respective chairpersons of the Board Committees.
Overview of the Roles of Our Board
Roles and Responsibilities

1. Chair of the Board • Responsible for the orderly conduct and function of the Board;
• Leads and manages the Board’s effectiveness with a keen focus on strategy, governance, risk, and
compliance;
• Leads Board meetings, sets the agenda and promotes a culture of open debate among the Directors;
• Regularly engages with the CEO and the Senior Management team to stay informed on operational
matters; and
• Ensures effective communication with shareholders.
2. Deputy Chair of the Board • Assists the Chair; and
• Chairs the Board Meetings in the Chair’s absence.
3. Senior Independent • Provides a sounding board to the Chair;
Non-Executive Director • Acts as intermediary for other Directors on matters that may be deemed sensitive and is available
(Pre-merger only) for confidential discussions with other Non-Executive Directors, if needed; and
• Acts as an alternative communication channel for shareholders and stakeholders to convey their
concerns and raise issues so that these can be channelled to the relevant parties.
4. Independent • Bring independent objectivity to the oversight function of the Board and unique perspectives,
Non-Executive Directors which allow them to challenge the Senior Management team in a relatively unbiased manner; and
• Are free of any relationships that could materially interfere with their ability to exercise
independent judgement and protect the interests of minority shareholders.
5. Non-Independent • Contribute to the development of management strategies and monitor the activities of the
Non-Executive Directors Senior Management team;
• Objectively act in the interests of the Company, independent of Management, on any issues; and
• Scrutinise and constructively challenge the performance of the Senior Management team in the
execution of CelcomDigi’s strategies.
Matters Reserved for the Board Key Features of the Board
• Focusing on merger exercises by reviewing merger • Separation of roles between the Chair of the Board and
materials to ensure stakeholders’ value is protected; CEO;
• Reviewing, approving, and adopting CelcomDigi’s strategic • The Chair of the Board is not a member of the BNRC,
plans and annual targets; BAC or BGRMC;
• Overseeing and evaluating the conduct and performance • Meeting Board diversity requirements, in particular
of CelcomDigi’s business;
gender diversity, with three women serving as members
• Declaration of dividends, approval of financial statements of the Board (30% female representation); and
and annual and quarterly reports of CelcomDigi, and
ensuring the integrity of financial and non-financial • The Senior Management team does not sit on the Board.
reporting;
• Reviewing and approving strategic investments, mergers
and acquisitions, divestments, and any corporate exercises;
• Material acquisitions and disposition of assets not in the
ordinary course of business;
• Reviewing the adequacy and integrity of CelcomDigi’s
internal control system;
• Changes in CelcomDigi’s policies, procedures, and limits of
authority; and
• Identifying and managing principal risks affecting
CelcomDigi.
To further strengthen our Board governance, we have ensured that the Chair of the Board is not a member of any Board Committees, to
maintain the Chair’s independence. This is to avoid self-review and the risk of impairing objectivity in Boardroom deliberations on the
observations and recommendations made by the Board Committees.
Board Access to Management, Company Secretaries, Information, and External Experts

The Board has direct access to the Senior Management team so as to arrive at informed decisions with unrestricted and immediate
access to information relating to CelcomDigi’s business affairs.
The Company Secretaries are qualified to act as company secretaries under Section 235 of the Act. Our Board also has full access
to our Company Secretaries, who have years of experience. Our Company Secretaries are equipped with the necessary skills and
expertise to provide comprehensive support, appropriate governance, and advice, to ensure adherence to corporate governance
issues and compliance with relevant policies and regulations. The duties of the Company Secretaries include attending Board and
Board Committee meetings, preparation of minutes, and providing advice to the Board on regulations such as the Act, MMLR, and
other regulatory requirements for the Directors to discharge their duties.
Meeting materials are provided to the Board and Board Committees via a secure electronic Board portal at least 12 days prior to the
meetings to accord the Directors sufficient time to assess and review the proposals or information. Any circulation less than 12 days
shall be consented by the Board and Board Committees. Our previous practice of providing meeting materials before the merger was
seven days prior to the meetings. Materials are disseminated digitally and instantly. Board calendars and structured agendas are set
in advance and all Board members are expected to attend the scheduled Board meetings and relevant Board Committee meetings in
addition to the General Meetings.
Where there is an urgent need for ad hoc meetings, the Company Secretaries, in consultation with the Chair and Deputy Chair of
the Board, will arrange for such meetings as and when necessary. Other than the aforesaid internal resources, the Board and Board
Committees have at their disposal access to external information and expert advice by engaging independent external experts at
the expense of the Company, if they deem it necessary in facilitating the performance of their duties. The Board is satisfied with the
performance and support rendered by the Company Secretaries to the Board in discharging its functions.
The Company Secretaries constantly keep themselves abreast of the evolving regulatory changes and developments in corporate
governance through continuous training. During the year under review, the Company Secretaries attended several training programmes
conducted internally and by external parties.
Board Meetings
The Directors have shown full commitment to their duties and responsibilities and this was reflected by their attendance at Board
meetings during the financial year. Prior to the merger, the previous Board held a total of 15 meetings in 2022. CelcomDigi held three
Board meetings in December 2022, including one Special Board meeting. The agendas of the post-merger meetings were mainly related
to post-merger activities while the Special Board meeting related to 5G updates.
Similarly, the BAC, BGRMC, and BNRC meetings were held in December 2022 and attended by all Board Committee members.
Board Meetings
Current Directors Attendance %
Tengku Dato’ Sri Azmil Zahruddin Raja Abdul Aziz 1
Newly appointed Board member N/A
(Chair of the Board)
Jørgen Christian Arentz Rostrup2 (Deputy Chair of the Board) 3/3 100
Dr. Shridhir Sariputta Hansa Wijayasuriya2 3/3 100
Haakon Bruaset Kjoel 3/3 100
Vivek Sood 1
Newly appointed Board member N/A
Rita Skjaervik 2
3/3 100
Vimala V.R. Menon 3/3 100
Tan Sri Abdul Farid Alias 2
3/3 100
Datuk Iain John Lo 2/3 67
Khatijah Shah Mohamed 2
3/3 100
Former Directors:
Tan Sri Halim Shafie3 3/3 100
Thayaparan S Sangarapillai 3
3/3 100
Pre-merger (Before 30 November 2022):
Haakon Bruaset Kjoel (Chair) 15/15 100
Vimala V.R. Menon 15/15 100
Datuk Iain John Lo 15/15 100
Wenche Marie Agerup4 14/15 93
Yasmin Aladad Khan4 13/15 87
Lars Erik Tellmann 4
12/15 80
Notes:
1. Appointed on 19 January 2023
2. Appointed on 30 November 2022 upon completion of the merger
3. Appointed on 30 November 2022 and resigned on 19 January 2023
4. Resigned on 30 November 2022 upon completion of the merger
Board Activities
During the year under review, the Board of the Company had a fruitful year as it continued its focus on five specific areas as outlined
in the table below. The Board activities are categorised into pre- and post-merger periods to clearly distinguish activities that were
executed by outgoing Directors prior to the merger completion.
Pre-Merger Post-Merger (CelcomDigi)

Strategy • Reviewed and approved Digi’s Company Strategy • Reviewed and approved CelcomDigi’s five-year
plan, ambitions, and targets strategy and business plan
• Oversaw the implementation of Digi’s Company
strategy and business plan through quarterly
updates with the CEO
• Reviewed the proposed merger exercise between
Digi and Celcom Axiata Berhad
• Reviewed and discussed the Safety Advance Project
Health, Safety, and Security Roadmap for employees
Financial • Approved Digi’s quarterly Company performance • Approved CelcomDigi’s 2023 financial and capex
Performance • Approved the Quarterly Financial Results plans
• Approved the Quarterly Interim Dividend and
solvency position
• Approved the Audited Financial Statements for FYE
31 December 2021
• Reviewed and approved Digi’s Company capital
expenditure
• Approved Recurrent Related Party Transactions
(RRPTs) by Digi
• Approved and recommended the reappointment of
EY as external auditors
Risk and Internal • Reviewed the Enterprise Risk and Opportunities
Controls status update
• Reviewed Digi’s risk assessment encompassing
financial and non-financial aspects
• Reviewed the implementation of appropriate
internal controls and mitigation measures
• Reviewed the risk oversight of the Senior
Management team’s implementation of risk
management policies and procedures
• Reviewed the Audit Status Report
• Approved the Internal Audit Plan 2022
• Approved the Statement on Risk and Internal
Control for the Integrated Annual Report 2021

Governance • Reviewed Digi’s compliance with the MCCG, the • Approved CelcomDigi’s Board Calendar 2023 and
Act, and the MMLR cadence
• Approved the 2021 IAR • Approved the TOR of the BAC, BGRMC, & BNRC,
• Approved the CG Report to Bursa Malaysia Board Charter, CEO Charter, Fit & Proper Policy, and
• Approved the Circular to Shareholders in relation to other policies and manuals
the Proposed Renewal of Shareholders’ Mandate for • Approved the Board Remuneration Framework and
RRPT and amendments of the Articles of Association NED Remuneration Policy
for shareholders’ approval • Approved the appointment of the Senior
• Notation on new Board composition and Management team
appointment of Senior Management team upon • Approved the remuneration structure of the Senior
merger Management team including CEO and Deputy CEO
• Analysed the Performance Evaluation for Board and • Approved the change of directors in subsidiaries
Board Committee members and associates
• Reviewed Digi’s anti-corruption and compliance • Approved statutory reporting to the Board
updates • Approved the Authority Matrix
• Approved Digi’s Board Calendar and Meeting Plans • Reviewed the proposed mandate for RRPTs
2022 • Approved the merger integration plan, focusing on
• Reviewed and approved Digi’s CEO Short-Term the post-merger day-1 readiness plan, portfolio
Incentive 2021 payout optimisation, and change of management
• Reviewed and approved Digi’s 2022 Short-Term • Approved the update on 5G and equity subscription
Incentive Scorecard of CEO pertaining to Digital Nasional Berhad
• Approved allowance and short-term incentive plan • Notation on the appointment of the Head of Internal
of Acting CEO Audit, Head of Compliance & Monitoring, Head
• Approved 2022 salary of CEO
of Enterprise Risk Management, and Company
• Reviewed and approved Digi’s CEO & Acting CEO
Secretary
Short-Term Incentive 2022 payout
• Received the Minutes of Meeting of the Board
Committees
• Recommended the payment of Directors’ fees and
benefits payable to INEDs for shareholders’ approval
• Approved the convening of the 25th Virtual Annual
General Meeting (AGM)
• Recommended the Directors standing for re-
election at the AGM
• Reviewed the tenure of Directors and recommended
Yasmin Aladad Khan to be retained and continue to
act as an INED beyond nine years
• Approved Governance Work Programme Policies
• Notation on Compliance Plan 2022
• Approved the Fit & Proper Policy
• Approved the revision of cost allocation agreement
& charge back cost pertaining to the Proposed
Merger and execution of supplemental agreements
in relation thereto
• Reviewed, discussed, and approved, in regard
to the Proposed Merger, regulatory compliance
(Bursa Malaysia, Securities Commission Malaysia,
Malaysian Communications and Multimedia
Commission (MCMC), and the Act) and submission
of documents

Governance • Approved the Circular to Shareholders in relation to
Proposed Merger & Proposed Exemption
• Approved the convening of the virtual Extraordinary
General Meeting (EGM)
• Approved the execution of the conditional share
subscription agreement and access agreement with
Digital Nasional Berhad in regard to 5G
Sustainability • Reviewed Digi’s 2022 ESG performance, including No activities post-merger as of 2022
discussions on future outlook and setting priorities
for 2023
• Reviewed Digi’s 2022 material matters as part of
the Materiality Assessment exercise conducted with
external and internal stakeholders
• Discussed short-, medium-, and long-term climate
action and roadmap
Board Appointment Process

During the months leading up to the merger, the Company engaged with Spencer Stuart for its expertise in the leadership appointment
and assessment of the proposed Board nominees for the merged company. Moving forward, the Board and the BNRC have reinforced
the previous Board Appointment Process as stated in CelcomDigi’s Fit and Proper (F&P) Policy for the appointment and re-election
of Director(s). The F&P Policy details the guidelines and procedures necessary to determine the selection and nomination of the most
qualified prospective candidates, prior to their appointment as Board members of CelcomDigi.
Our process for identifying and nominating new candidates for appointment as Directors, as well as existing Directors for reappointment,
is outlined below:
1 2 3
Identification of skills required or Selection/assessment of candidates/ ‘Fit and suitable’ assessment based on
which are relevant Directors the criteria set out in the F&P Policy
4 5
Interaction with candidates(s)/ BNRC’s deliberation on and confirmation that the recommended candidate/
Director(s) Director is fit and suitable for the Board in the new/existing role
6 q7
Recommendation by the BNRC for

Decision by the Board on the recommended appointment/reappointment
the Board’s approval
Board Re-election and Reappointment

The BNRC ensures that Directors retire and are re-elected in accordance with the relevant laws and regulations in Malaysia and the
Constitution of the Company. The BNRC considers the performance of Directors who are due to retire at the next AGM before making
recommendations on their re-election to the Board. Pursuant to the Constitution of the Company, at least one-third of the Directors will
have to retire by rotation at least once in every three years and their re-election held at the forthcoming AGM. On the other hand, new
Directors appointed during the year are obligated to stand for re-election at CelcomDigi’s next AGM.
In assessing the candidates’ eligibility for re-election, the BNRC evaluates and recommends Directors’ re-election and reappointment
based on: (i) the findings of the Board Effectiveness Assessment 2022 and the Director’s performance and contributions during the
financial year, as well as the fulfilment of the F&P Policy; (ii) the Director’s level of contribution to Board deliberations by way of their
skills, experience, and strengths; and (iii) the level of independence demonstrated by the Director and their ability to act in the best
interests of CelcomDigi.
Board Performance Evaluation

It is imperative for the Board members to be assessed and evaluated based on their performance to ensure effective Board governance
while maintaining the competitiveness of the Company. As CelcomDigi is a newly merged company, there was a change in the Board
evaluation questionnaires. Hence, our Board Effectiveness Evaluation (BEE) of the Board members for 2022 was facilitated by the
Company Secretaries. The BEE took into account the Board’s performance post-merger and expectations moving forward. To ascertain
the independence of our INEDs, they were required to submit an annual self-assessment on independence.
Achievement of 2022 Priorities

The 2022 priorities listed in Digi’s Integrated Annual Report 2021 have been fulfilled and we are proud to announce our achievements in:
5G technology and Networks Growth and Performance Corporate Purpose
• Soft launch of 5G services in Q4 • Successfully merged with Celcom • Complied with the MMLR, Capital
• #1 network position with higher Berhad (formerly known as Celcom Markets and Services Act 2007,
download speeds and consistency Axiata Berhad) MCMC, & the Act during the process
• Returned to service revenue growth, of merger
excluding temporary Jaringan
Prihatin impact on Prepaid
Induction and Continuous Professional Development

Our BNRC is in charge of the facilitation and review of the internal and external training programmes for the Directors annually, assuring
our Directors are equipped with the latest knowledge and skills and most importantly, kept abreast with the latest industry trends and
business developments beyond the telecommunications industry, as well as new statutory and regulatory requirements, to enable them
to fulfil their responsibilities.
All the Directors have completed the Mandatory Accreditation Programme. During the financial year 2022, our Directors attended the
training programmes below:
Name of Director Training Programmes Attended

Tan Sri Halim Shafie1 • MIA AccTech Conference 2022 – Digital Agility: Stay Ahead of the Curve, organised by Malaysian
Institute of Accountants (MIA)
• Axiata Company Risk and Compliance Conference 2022 – Thriving in a VUCA (Volatility Uncertainty
Complexity Ambiguous) World, organised by Axiata Company Risk and Compliance
• Briefing on Corruption Risk Assessment by Trident Integrity Solutions
• Briefing hosted by Axiata Company Sustainability on ‘Task Force on Climate-related Financial Disclosures
(TCFD) Awareness Briefing’ by PwC Malaysia
• IIC-SIDC Corporate Governance Conference 2022: Investment Stewardship in Times of Heightened
Sustainability Demands, organised by Securities Industry Development Corporation (SIDC)
• Axiata Board Retreat (Part-1):
i. Sustainability and Climate Action for Telcos in Asia by GSMA
ii. Telco to TechCo: Transforming to unlock growth by TM Forum
• Onboarding Board Workshop for MergeCo Directors (Session 1)
Jørgen Christian • Bursa Malaysia Mandatory Accreditation Programme
Arentz Rostrup • Onboarding Board Workshop for MergeCo Directors (Session 1)
Dr. Shridhir Sariputta • Mobile World Congress MWC Barcelona by GSMA
Hansa Wijayasuriya • Section 17A MACC Act – Adequate Procedures and ISO37001 Anti Bribery Management System: PNB
• Sustainable & Responsible Investment – Preserving the Climate Through Sustainable Business & Living
by SIDC
• Axiata Company Risk and Compliance Conference 2022 – Thriving in a Volatility Uncertainty Complexity
Ambiguous World, organised by Axiata Company Risk and Compliance
• Bursa Malaysia Mandatory Accreditation Programme
• Briefing on Corruption Risk Assessment
• Axiata Workshop on Strategic Direction in Indonesia & Other Engagements, organised by Axiata
Company Strategy and Marketing
• BRCC Chairman Conference by Axiata Company Risk and Compliance
• Axiata Integrity Month 2022 (AXIM 2022) Presentation on Building Winning Culture Ethically
• AI Summit 2022 by Axiata Company Analytics and ACE Community
Haakon Bruaset Kjoel • Digi Workshop on Integrated Annual Report 2021 and Materiality Assessment by KPMG
• Mobile World Congress Barcelona by GSMA
• Digi Workshop on Digital Nasional Berhad update, organised by Digi
• SID Directors Conference 2022, Singapore Institute of Directors
• International Directors Summit 2022, Kuala Lumpur, Institute of Corporate Directors Malaysia
• International Directors Program (IDP47), Singapore, INSEAD

Thayaparan S • PNB Knowledge Forum 2022 – Sustainable Investing – ESG at the Forefront
Sangarapillai1 • Developing Malaysia’s Roadmap to Net Zero, organised by MICPA – KPMG
• The Rise of ESG And Sustainability In The Boardroom by ICDM
• ISSB-MASB Outreach Session on IFRS Sustainability Disclosure Exposure Drafts, organised by Malaysian
Accounting Standards Board (MASB)
• Axiata Company Risk and Compliance Conference 2022 – Thriving in a VUCA (Volatility Uncertainty
Complexity Ambiguous) World, organised by Axiata Company Risk and Compliance
• PNB Knowledge Forum 2022 – Tall Buildings and Living In The Space Age – The Enigma And Convergence
Of Science And Art by PNB
• Briefing on Corruption Risk Assessment
• Briefing hosted by Axiata Company Sustainability on ‘Task Force on Climate-related Financial Disclosures
(TCFD) Awareness Briefing’ by PwC Malaysia
• Petronas Board Conversation Series: A session with John Marisson, Chief Executive, Institute for Human
Rights & Business (IHRB)
• Axiata Board Retreat (Part-1):
i. Sustainability and Climate Action for Telcos in Asia by GSMA
ii. Telco to TechCo: Transforming to unlock growth by TM Forum
Rita Skjaervik • Bursa Malaysia Mandatory Accreditation Programme
• A new tomorrow – Full-day annual conference with The Confederation of Norwegian Enterprise (NHO)
• The value of zero – Half-day business conference on preventing climate change by DNB, Norway’s largest
financial services company
Tan Sri Abdul Farid • Induction Programme for newly appointed Directors by Bursa Malaysia
Alias • Invest Malaysia KL Series 1: ‘Building Resilience Amidst Volatility’
• Maybank Investment Bank Economic Outlook & Lookout – ‘Withdrawal Syndrome’ After ‘Sugar Rush?’
• Malaysia Equity Strategy ‘How will KLCI Fare in the Growth Vs Inflation Tug-of-War’ by Nomura Securities
Malaysia Sdn Bhd
• ‘The Art of Cyber Defence’ by EC Council
• ‘Anti-Bribery Management Systems’ by Asia School of Business (ASB)
• Invest Malaysia KL Series 2: ‘The Road to Electrical Vehicles’
• Onboarding and INED Board Workshop for MergeCo Directors (Session 1)
• FIDE Forum: ‘Thought Leadership Forum’
• CapitaLand Investment Singapore – Induction Programme for newly appointed Directors
Vimala V.R. Menon • Digi Workshop on Integrated Annual Report 2021 and Materiality Assessment by KPMG
• Sustainability and Its Impact on Organizations: What Directors Need to Know by Asia School of Business
(ASB)
• Governance in Companies by ASB
• Audit Committee: The Megatrends & Priorities for Boards by Institute of Corporate Directors Malaysia

Datuk Iain John Lo • Digi Workshop on Integrated Annual Report 2021 and Materiality Assessment by KPMG
• Interbank Transactions and Counterparty Limit by RHB Bank
• Dialogue on Climate Risk Management by BNM-FIDE Forum
• Overview on Corruption Risk Management and Organisational Anti-Corruption Plan by Graymatter
Forensic Advisory
• Setting the Pace for Future Energy by OTC Asia
• RMIT Sharing Insights and Discussion on the Strategic Aspects of IT Risks by ASB Iclif Executive Education
Centre
• ESG Oversight - Role of the Board by ICDC
• Conference Charting the Future of Oil, Gas and Energy in the Region by MOGSEC
• CGI Global Summit 2022: Ambition to Action by Climate Governance Initiative
• Oversight Conversation with BACs by Securities Commission
• Bursa Malaysia’s Enhanced Sustainability Reporting Framework by ICDM
• Accelerating Implementation of Climate Strategies by ERM
• COP27 C Suite Takeaways for Malaysia by ERM
• Advocacy Dialogue on Bursa’s Enhanced Sustainability Reporting by ICDM
Khatijah Shah • Celcom Board Risk Compliance Committee Chairman Conference
Mohamed • Axiata Company Board Awareness Session: Anti-Bribery and Anti-Corruption Laws and Corruption Risk
Assessment
• Bursa Malaysia Mandatory Accreditation Programme
• Preserving the Climate through Sustainable business and living (SIDC)
• INSEAD Global Leadership
Note:
1. Resigned on 19 January 2023
Board Nomination and Remuneration Committee (BNRC) Report
Committee membership Meetings attended

Datuk Iain John Lo (Chair of BNRC) 1/1
Tan Sri Abdul Farid Alias 1/1
Vimala V.R. Menon 1/1
Pre-merger (before 30 November 2022)
Nomination Committee (NC) membership: Meetings attended
Yasmin Aladad Khan (Chair) 2/2
Haakon Bruaset Kjoel 2/2
Datuk Iain John Lo 2/2
Remuneration Committee (RC) membership: Meetings attended
Haakon Bruaset Kjoel (Chair) 4/4
Yasmin Aladad Khan 4/4
Wenche Marie Agerup 3/4
The BNRC is a newly formed committee post-merger and replaces the previous NC and RC of the Company. The BNRC comprises three
INEDs and is chaired by Datuk Iain John Lo.
The principal duties of our BNRC are to:

(i) Lead succession planning and the appointment of Board members in CelcomDigi;
(ii) Oversee the development of a diverse pipeline for Board and Senior Management team succession; and
(iii) Lead the annual review of Board effectiveness, ensuring that the performance of the Board, each individual Director and the Chair
of the Board is independently assessed.
Our main activities in 2022 are a consolidation of the activities of Celcom and Digi and post-merger.
Main Activities in 2022

Pre-Merger Post-Merger
• Annual assessment and review of the composition of the Board • Reviewed the TOR of the BNRC
and Board Committees • Reviewed the F&P Policy
• Facilitated the 2021 BEE and validated the results thereof • Reviewed the Board remuneration framework and policy
• Reviewed the tenure of the INEDs and the retention of Yasmin • Reviewed the change of board composition in subsidiaries and
Aladad Khan as an INED who had served more than nine years associates
• Reviewed the Directors’ training requirements • Reviewed the appointment of the Senior Management team
• Reviewed the Board’s Skills and Experience Matrix • Reviewed the remuneration of the Senior Management team
• Assessed the independence and time commitment of each • Reviewed the remuneration of the CEO and Deputy CEO
INED • Conducted the BEE
• Conducted the annual review on the NC’s Terms of Reference
and Board Diversity Policy
• Reviewed the Performance Planning and Key Performance
Indicators for CEO
• Assessed and recommended to the Board the re-election of
Directors
• Reviewed the NC Report for inclusion in the 2021 Integrated
Annual Report
• Reviewed the F&P Policy
• Reviewed the nomination of the Senior Management team for
MergeCo
• Reviewed the proposed nominee Directors for MergeCo
• Discussed the proposed fees and benefits payable to INEDs
• Conducted the annual review of the RC’s TOR and Non-
Executive Directors’ Remuneration Policy
• Recommended the proposed remuneration package of the CEO
• Recommended the 2022 Short-Term Incentive Scorecard of CEO
• Reviewed the RC Report for inclusion in the 2021 Integrated
Annual Report
• Recommended the 2021 short-term incentive achievement
and payout of the CEO
• Recommended the Acting CEO’s allowance and change in
2022 short-term incentive
• Recommended the 2022 salary review of the CEO
• Recommended the 2022 short-term incentive achievement of
the CEO and Acting CEO
Remuneration of Directors and Senior Management

The Board remuneration structure is designed by benchmarking the Directors’ remuneration against peer companies to ensure
competitiveness in attracting and retaining high-calibre and qualified NEDs on the Board (who are not employees of our joint majority
shareholders, Axiata and Telenor), as well as to ensure that the remuneration is commensurate with their responsibilities and duties.
To align our best practices with our joint majority shareholders, CelcomDigi’s Directors are paid fees and benefits which include medical
and insurance coverage, telecommunications devices/facilities, and other claimable benefits payable. Meeting allowance is not claimable
as this is part of the Directors’ fees.
Pre-Merger
Benefits-
Directors’ Fees in-kind
TOTAL
(RM) (RM)
Non-Executive Directors Company Subsidiaries Company
Haakon Bruaset Kjoel Nil Nil Nil Nil
Vimala V.R. Menon 252,083 29,326 300 281,709
Datuk Iain John Lo 247,500 Nil 300 247,800
Yasmin Aladad Khan1 293,333 Nil 5,300 298,633
Lars Erik Tellmann1 Nil Nil Nil Nil
Wenche Marie Agerup1 Nil Nil Nil Nil
Total 792,916 29,326 5,900 828,142
Post-Merger
Benefits-
Directors’ Fees in-kind
TOTAL
(RM) (RM)
Non-Executive Directors Company Subsidiaries Company
Jørgen Christian Arentz Rostrup2 Nil Nil Nil Nil
Dr. Shridhir Sariputta Hansa Wijayasuriya2 Nil Nil Nil Nil
Haakon Bruaset Kjoel Nil Nil Nil Nil
Rita Skjaervik2 Nil Nil Nil Nil
Tan Sri Abdul Farid Alias2 39,525 Nil 1,000 40,525
Vimala V.R. Menon 32,949 Nil 1,000 33,949
Datuk Iain John Lo 37,613 Nil 1,000 38,613
Khatijah Shah Mohamed2 34,342 Nil 1,000 35,342
Tan Sri Halim Shafie3 45,833 Nil 1,000 46,833
Thayaparan S Sangarapillai3 34,325 Nil 1,000 35,325
Total 224,587 Nil 6,000 230,587
Notes:
1. Resigned on 30 November 2022 upon completion of the merger
2. Appointed on 30 November 2022 upon completion of the merger
3. Appointed on 30 November 2022 and resigned on 19 January 2023
We want our Senior Management team to be on an equal footing with our industry peers. To remain competitive, our Senior Management
team’s remuneration is dependent on a balanced scorecard consisting of three Key Performance Indices (KPIs): Financial KPI, Operational
& Strategic KPI, and People KPI.
Focus Areas and Key Matters

The BNRC aims to focus on merger-related areas such as the appointment and remuneration of new Directors and the Senior
Management team.
The BNRC has determined the priorities for 2023:

• Remuneration of Directors from 30 November 2022 until the next AGM in 2023 to be approved by CelcomDigi’s shareholders
• Remuneration of Senior Management team including CEO and Deputy CEO
• Short-term incentives for Senior Management team
• Long-term incentives for Senior Management team
• Succession planning for Senior Management team
• 2023 Corporate Scorecard (KPIs of employees and the Senior Management team)
Principle B – Effective Audit and Risk Management
Board Audit Committee (BAC) Report

Tan Sri Abdul Farid Alias (Chair of BAC) 1/1
Khatijah Shah Mohamed 1/1
Vimala V.R. Menon 1/1
Pre-merger (before 30 November 2022)
Audit and Risk Committee (ARC) membership: Meetings attended
Vimala V.R. Menon (Chair) 11/11
Yasmin Aladad Khan 11/11
Lars Erik Tellmann 10/11
CelcomDigi has restructured the previous Audit and Risk Committee (ARC) into two different Board Committees, namely the Board
Audit Committee (BAC) and the Board Governance and Risk Management Committee (BGRMC). This structural change is vital in
promoting better and clearer governance design within the Board Committees and allows for more focused deliberations within the
respective Board Committee’s purview.
The BAC assists the Board with independent review and enhancement of the overall efficiency of the Company’s financial, operating,
and compliance controls. In addition, the BAC assesses the effectiveness of the internal and external auditors, thus playing a critical role
in upholding the integrity of the Company’s Audited Financial Statements and related external reports.
The BAC is led by Tan Sri Abdul Farid Alias and comprises three INEDs who collectively equip themselves with the necessary financial
literacy, skills, and experience to perform their roles and functions.
In line with the requirement of Paragraph 15.09(1)(c)(i) of the MMLR, which requires at least one member of the BAC to be a qualified
accountant, BAC member, Vimala V.R. Menon is a Fellow of the Institute of Chartered Accountants in England and Wales (ICAEW) and a
member of the Malaysian Institute of Accountants (MIA).
The BAC also fulfils the requirement of Paragraph 15.09(2) of the MMLR of not having an alternate director in the committee given the
absence of such a director in the BAC.
The BAC’s roles and responsibilities are thoroughly explained in the BAC’s TOR which can be viewed at https://celcomdigi.listedcompany.
com/corporate_governance.html.
Summary of BAC Activities

The BAC’s activities conducted in 2022 have been categorised into pre- and post-merger periods, as below:
Pre-Merger Post-Merger
Risk Management and Internal Control The BAC conducted the following
a) Reviewed Digi’s top risk profiles and deliberated on significant threats and activities:
opportunities on a quarterly basis, including the progress and adequacy of mitigation • Reviewed the recurrent related
strategies party transactions (RRPTs)
b) Discussed improvements to the Enterprise Risk Management process to ensure • Discussed the 4th Quarter 2022
proactive and holistic risk identification and monitoring of mitigation actions to reduce audit results
risk impacts to an acceptable level • Reviewed the content of the
c) Evaluated the overall adequacy and effectiveness of internal controls through review Integrated Annual Report (IAR)
of the work performed by both internal and external auditors, other assurance 2022
providers within Digi, and discussions with the Senior Management team • Reviewed the proposed bad debts
write-off
Internal Audit • Enquired about non-audit services
a) Deliberated on and provided input to the risk-based Internal Audit Plan to ensure • Received Internal Audit (IA) updates
adequate scope and coverage of Digi’s strategic ambitions, goals, and activities prior
to recommending to the Board for approval. Monitored the progress of the approved
Internal Audit Plan and approved changes to the Internal Audit Plan, if any, in response
to changes in the Company’s business, risks, operations, systems, and controls
b) Reviewed and deliberated on internal audit reports, audit recommendations, and the
adequacy of the Senior Management team’s response to these recommendations.
Significant issues were discussed at length with the presence of relevant Senior
Management team members to ensure satisfactory and timely remediation actions
had been implemented by the Senior Management team to address identified risks
c) Monitored the implementation of action plans agreed upon by the Senior Management
team on outstanding audit findings on a quarterly basis, to ensure that all actions had
been implemented based on the committed timelines until the ARC was satisfied that
adequate controls were in place
d) Provided guidance on ad hoc matters arising from ongoing internal audit activities
e) Evaluated the effectiveness of the Internal Audit function through evaluation of its
performance and competencies, as well as monitoring the sufficiency of resources and
total costs, to ensure that it had the required expertise to discharge its duties
f) Reviewed and deliberated on investigation findings and the Senior Management
team’s recommendations on remedial actions covering disciplinary and/or corrective
actions. Extensive discussions were conducted with the Senior Management team on
the root cause of the incidents and risk exposure before the remedial actions were
endorsed. Periodic updates were furnished to the then ARC to ensure adequate and
timely resolution of the remedial actions
Pre-Merger (Continued)
Compliance Programme
a) Monitored the status of internal misconduct cases reported to the Board and the ARC on a quarterly basis, including ongoing
investigations, in accordance with Digi’s Code of Conduct and Governing documents
b) Deliberated on the results of compliance cases and directed the Senior Management team to implement and/or enhance controls
to prevent recurrence, including conducting education programmes to increase awareness
c) Reviewed the status of the planned mitigation actions developed from the results of the compliance risk assessment performed in
2022
d) Reviewed the annual compliance programme which included risk assessment activities, monitoring activities, policy review
initiatives, and training and awareness programmes for Digi employees
e) Reviewed the revised Compliance department structure, which comprises three units: Governance, Risk & Monitoring, and
Knowledge
f) Reviewed and deliberated on the compliance monitoring activities, risk assessment activities, and case resolutions undertaken
by the Compliance department and ensured timely implementation of proposed remediation and control measures by the Senior
Management team across functions in Digi
Financial Reporting
a) Reviewed Digi’s unaudited quarterly financial results, audited annual financial statements, and related announcements, before
recommending them for the Board’s approval, including:
i. Deliberation on significant audit and accounting matters which comprised the Senior Management team’s judgements,
estimates or assessments made, and sufficiency of disclosures in the financial statements; and
ii. Discussion of significant financial matters at length to ensure compliance with internal accounting policies and Malaysian
Financial Reporting Standards (MFRS), focusing on MFRS 16.
External Audit
a) Reviewed the scope of work of the external auditors, confirming their independence and objectivity
b) Reviewed the external auditors’ Management Letter together with the Senior Management team’s responses, to ensure that
appropriate actions had been taken
c) Monitored, on a quarterly basis, all non-audit services and fees incurred in which the external auditors were engaged, taking into
account the external auditors’ independence and objectivity. The amount incurred by Digi and on Company basis in respect of
audit and non-audit-related fees for services rendered by the external auditors is disclosed in Note 7 of the financial statements
and in the Additional Compliance Information in this Integrated Annual Report
d) Met privately with the external auditors at the ARC meetings to ensure there were no restrictions on the scope of their audit and
to discuss significant matters that arose during the course of the audit
e) Evaluated the performance of the external auditors and made recommendations to the Board on their reappointment, subject to
the approval of Digi’s shareholders at the general meeting
Related Party Transactions

a) Reviewed the annual mandate compiled for recurrent related party transactions
b) Reviewed related party transactions as disclosed in the financial statements and performed quarterly monitoring of the mandate
for recurrent related party transactions to ensure compliance with the MMLR and Digi’s policies and procedures
c) Reviewed and deliberated on any new related party transactions to ensure that the terms and conditions of the transactions were
commercially based and at arm’s length
Other Activities
a) Reviewed and recommended to the Board the ARC Report, Directors’ Responsibility Statement, and Statement on Risk
Management and Internal Control, for inclusion in the Integrated Annual Report
b) Reviewed and recommended the revised TOR of the ARC for the Board’s approval
c) Reviewed the proposed dividend payout on a quarterly basis, taking into consideration the cash flow requirements before
recommending for the Board’s approval
Board Governance and Risk Management Committee (BGRMC) Report

Vivek Sood (Chair of BGRMC)
1
Newly appointed Board member
Thayaparan S Sangarapillai 2
1/1
Haakon Bruaset Kjoel 1/1
Khatijah Shah Mohamed 1/1
Notes:
1. Appointed on 19 January 2023
2. Thayaparan S Sangarapillai, who was the previous Chair of this Committee, resigned on 19 January 2023
The BGRMC focuses on governance, compliance, and risk management-related matters, including sustainability. This allows the BGRMC
to oversee the risk management, compliance and monitoring, and governance framework, as well as integrating sustainability risks and
opportunities considerations to assist the Board in CelcomDigi’s long-term strategy plans. The BGRMC comprises two INEDs and two
NINEDs. The BGRMC is currently led by Vivek Sood who is a NINED.
The details of the BGRMC’s roles and responsibilities are in the BGRMC’s TOR which can be viewed at https://celcomdigi.listedcompany.
com/corporate_governance.html.
Summary of Activities
The BGRMC conducted the following activities in 2022:
• Reviewed and approved the notation on the appointment of the Head of Compliance and Head of Enterprise Risk Management
• Reviewed statutory reporting to the Board
• Reviewed the following policies and procedures:
Business Partner
Board Charter Insider Manual Technology Policy
Management Policy
CEO Charter Code of Conduct Finance Policy Information Security Policy
Enterprise Risk
BGRMC TOR Procurement Policy Privacy Policy
Management Policy
Business Continuity
Anti-Corruption Policy People Policy Brand Policy
Management Policy
Limits of Authority
Whistleblowing Policy Sustainability Policy Legal Policy
Policy and Matrix
Related Party Health, Safety, and

Corporate Disclosure Policy
Transaction Manual People Security Policy
Principle C – Integrity in Corporate Reporting and Meaningful Relationships with Stakeholders
Our Corporate Reporting Integrity

CelcomDigi is committed to upholding our corporate reporting integrity by implementing stringent efforts to ensure the information
presented in this report is truthful, reliable, and complete. One of the efforts is the formation of the Reporting Committee, which comprises
the Investor Relations (IR), Sustainability, Company Secretaries, Corporate Strategy, and Corporate Communications teams. The Reporting
Committee has reviewed this report to assure its compliance with the International Integrated Reporting Council Framework and that it is
a fair representation of CelcomDigi’s performance against relevant international standards such as the Global Reporting Initiative indices.
This report has further been reviewed by the BAC, and subsequently submitted to the Board for its final approval, as per our governance
practices.
Our Approach in Communicating with Stakeholders

The Board recognises the importance of stakeholder engagement within a company as it is fundamental for good corporate governance.
Our stakeholders provide great perspectives and insights on how our business strategies and direction may impact them. Hence, we have
developed meaningful relationships with our stakeholders through open and transparent two-way communications that are effective
and beneficial to both parties. This also enables us to evaluate their views, feedback, and concerns when making disclosures. The Board
believes its practices in this area are consistent with both the MCCG provisions concerning dialogue with shareholders.
Our IR team, led by the Head of IR, acts as the bridge between CelcomDigi and the stakeholders, particularly the investment community.
As the team represents the Senior Management team in IR events, it maintains the highest standards of corporate disclosure when
communicating with analysts and fund managers. The team is committed to ensuring credibility and transparency when providing
information relating to CelcomDigi’s financial performance, business direction, and strategic development to the investment community.
CelcomDigi’s IR corporate website at https://celcomdigi.listedcompany.com/home.html is a dedicated platform that offers the latest
corporate information and financial statements to the public. We also welcome feedback and enquiries from our stakeholders and the
public concerning CelcomDigi. The contact details can be found on the corporate website, or alternatively, we can be reached via email
at [email protected].
Further details on how we engage with our stakeholders can be found in Section 3: Our Key Relationships on pages 24 to 26.
Conduct of General Meetings

CelcomDigi’s General Meetings, including the AGM and EGM, serve as the principal avenue for shareholders to engage with the Board
and Senior Management team in an open and constructive two-way dialogue. Shareholders are encouraged to actively participate
during the AGMs by raising questions and providing feedback to the Board and Senior Management team.
Thanks to the lessons learned during the pandemic over the last two years, both the AGM and EGM were conducted virtually with great
success. Our stakeholders appreciated the efficiency and transparency of the virtual general meetings. These meetings also increased
opportunities for shareholder engagement through the use of interactive features such as live Q&A, online polling, and chat rooms.
Moving forward, we may consider adopting a hybrid model that will benefit both the shareholders and us by enabling greater accessibility,
convenience, cost savings, and improved transparency.
CelcomDigi is pleased to announce our inaugural AGM on 23 May 2023, as highlighted in the notice of the AGM that that has been issued
to shareholders 28 days prior to the meeting. This will provide shareholders with sufficient time to review the Company’s financial and
operational performance as well as the resolutions that will be tabled during the inaugural AGM.
The AGM minutes and summary of Q&A dialogues will be published on https://celcomdigi.listedcompany.com/agm.html for public
viewing following the conclusion of the inaugural AGM.
2022 Investor Calendar

CelcomDigi held investor relations events throughout 2022 to keep the IR stakeholders informed and updated on the Company’s
financial, operational, and strategic developments. Throughout the year, the IR team worked closely with our stakeholders to address
their concerns and feedback in consultation with various departments. We are grateful to and appreciative of our stakeholders who took
the time and effort to attend these events.
The summary of investor engagement activities is illustrated below. The full details of the IR calendar can be found at https://celcomdigi.
listedcompany.com/financial_calendar.html.
Event Frequency
6%
9%
13%
53%
19%
Company events Non-deal roadshows ESG events Investor meetings Conferences

Summary of Investor Discussions

Over the past year, various key topics and concerns have been raised by our stakeholders during the engagements held by the IR team.
Summarised below are the key topics of discussion with the appropriate responses:
Discussion Topic Key Discussion Points

FY2022 financial Both Celcom and Digi standalone entities performed well in FY2022, setting a strong foundation for
performance growth and enabling the Company to maintain good momentum into 2023. Looking ahead, the investors
are monitoring our strategic focus on strengthening core revenue and growing new segments, while
investing in new synergistic platforms and new operating models.
Industry competition The telecommunications market in Malaysia is highly competitive, with several players vying for market
share. CelcomDigi faces intense competition from other telecom providers, particularly in terms of
pricing, network quality, and innovation.
Merger integration and CelcomDigi is well placed to serve the diverse needs of Malaysian consumers and businesses with its
synergy enhanced strength and economies of scale. The investment community is focused on the Company’s
ability to accelerate integration planning activities and secure the realisation of net synergies of over
RM8 billion in net present value, alongside the execution of the entire integration process of Celcom and
Digi, which is a rigorous and complex activity.
Revenue growth post- The Company’s ability to grow its revenue and maintain profitability in a highly competitive market is a
merger concern for investors.
Capital expenditure Building and maintaining a robust telecommunications network requires significant capital expenditure.
Investors are concerned about CelcomDigi’s ability to fund the necessary investments in infrastructure
and technology while remaining financially sustainable.
Market saturation The telecommunications market in Malaysia is relatively saturated, with a high level of penetration of
mobile and internet services. As a result, there may be limited room for growth, which could impact
CelcomDigi’s revenue and profitability.
Impact on shareholders There may be concerns about how the merger will impact the value of shares in both companies and how
the merger will be structured, including whether there will be any changes to dividends or share buyback
programmes.
Financial strength Post-merger, investors are concerned about the debt levels of CelcomDigi given the increase in debt
levels post-consolidation. This may raise concerns about the financial stability of the enlarged entity and
its ability to service debt payments and fund future growth.
Statement by the Board

The Board has reviewed, deliberated on, and approved this Statement on 23 March 2023. The Board is pleased to report that, to the best
of its knowledge, CelcomDigi has complied with and shall remain committed to attaining the highest possible standards of corporate
governance through the continuous adoption of the principles and best practices of the MCCG, MMLR, and all other applicable laws and
regulations.
Statement on Risk Management and Internal Control
Pursuant to Paragraph 15.26 (b) of the MMLR of Bursa Malaysia, the Board of Directors of listed companies
is required to include in their annual report, a statement about the state of risk management and internal
control of the listed issuer as a group. CelcomDigi’s Board of Directors (the Board) is pleased to provide the
following statement which has been prepared in accordance with the Statement on Risk Management and
Internal Control: Guidelines for Directors of Listed Issuers endorsed by Bursa Malaysia. The Statement
outlines the nature and scope of risk management and internal control within CelcomDigi during the
financial year under review. Upon completion of the merger in November 2022, significant progress has
been made towards harmonising key policies, procedures and processes. CelcomDigi remains committed
to continuously review and improve the system of internal controls.
RESPONSIBILITIES AND ACCOUNTABILITIES
The Board acknowledges its responsibility for the establishment as well as oversight of CelcomDigi’s risk management framework and
internal control systems. The risk management framework and internal control systems are designed to identify, assess, and manage
risks that may impede the achievement of business objectives and strategies. The Board also acknowledges that the internal control
systems are designed to manage and minimise, rather than eliminate, occurrences of material misstatement, financial loss, or fraud.
The Board, through the BGRMC, periodically reviews the effectiveness and adequacy of the risk management framework and internal
controls by identifying, assessing, monitoring, and reporting key business risks with the objective of safeguarding shareholders’
investments and CelcomDigi’s assets.
The Senior Management team is responsible for implementing Board approved policies and procedures on risk management and
internal controls by identifying and evaluating risks faced and monitoring the achievement of business goals and objectives within the
risk appetite parameters.
RISK MANAGEMENT
CelcomDigi’s risk management framework provides the foundation and process for managing risks across the Group. Our process is
broadly based on ISO 31000:2018.
Risk management responsibilities within CelcomDigi are defined in the framework where the Risk Management function is responsible
for implementing the enterprise risk management process.
Our Senior Management team’s key role is to identify significant threats, evaluate the risk profiles, and drive mitigation strategies
on a regular basis. All line managers are responsible for managing risks within their respective functions and for ensuring that risk
management is embedded in the day-to-day business and decision-making processes.
The diagram below illustrates the roles and responsibilities of risk management practices across CelcomDigi.
Roles & Responsibilities of Managing Risks
Board
Board Committees
Nomination & Governance & Risk

Audit
Remuneration Management
Senior Management team/Management Committee(s)
1st Line 2nd Line

3rd Line
Accountable for assessing & Independent monitoring of risk
Independent assurance
managing risks (risk owner) and control activities
Business & Support Functions Risk Management Internal audit

• Management controls Compliance
• Internal control measures
Other governance functions
CelcomDigi’s risks are identified based on risk assessments performed relative to the Company’s ambitions and objectives in our
strategic plan. The identified risks are assessed, delibrated on by the Senior Management team, and mitigated through strategies which
are monitored for progress to maintain the risk exposure within an acceptable level.
The Senior Management team reports CelcomDigi’s top enterprise risks to the Board and BGRMC in a risk heat map on a quarterly basis.
The movement and mitigation status of material risks is reviewed and deliberated on to ensure oversight and adequate risk governance.
To strengthen our risk management framework, we continuously seek improvements to enhance our risk management practices across
CelcomDigi.
Refer to the diagram below for an overview of the risk management framework and processes of CelcomDigi:
Risk Management Framework
• Enterprise Risk Management Policy and Framework

• Enterprise Risk Management Manual
Strategic Planning Process
CelcomDigi’s Objectives, Top-down Strategic

Strategies, KPIs Risk Identification and Assignment
Bottom-up Divisional/
Operational Risk Identification and
Assignment
Risk Assessment
and Mitigation Plan
Continuous Risk
Monitoring Process
Improvement Responses
Risk
Monitoring
A summary of key risks identified by the Senior Management team and reported to the Board and BGRMC during the year is captured
below. The monitoring of emerging risks and mitigation activities is on-going and continuous to ensure risk exposures are within
acceptable levels. Please refer to Our Key Risks in Section 3 for the full description of these risks.
Risks
1 Integration Risk 2 People and Culture Integration Risk
Risk exposure in relation to the fulfilment of our objectives Potential people risk related to cultural harmonisation, as
to capture the expected synergy targets. well as negative employee sentiment regarding role and
work style uncertainty.
3 Regulatory Risk
4 Governance and Compliance Risk
Shifts in the regulatory framework and policies that
govern the industry, protect customers and advance Risk related to compliance with applicable industry
Malaysia’s digital and 5G ambitions. requirements and integrity standards to maintain our
promise of being a leading responsible business.
5 Critical Systems Migration Risk

6 Data Protection Risk
Potential service disruptions and adverse customer
experiences caused by planned systems migration. Risk related to safeguarding customers’ data and
compliance with various security, privacy and data quality
requirements to protect against theft, leakage and loss.
7 Cybersecurity Risk
Threats from malicious attacks in the evolving technology 8 Supply Chain Risk
landscape and vulnerabilities in cybersecurity.
Supply chain risk in relation to rising concerns about the
cost implications of inflation, supply disruptions due to
9 Sustainability Risk global crises or sanctions affecting our critical operations.
Concerns about climate and sustainability management in

light of rising expectations and requirements to achieve a 10 Health and Safety Risk
net zero carbon economy.
Employee health and safety risk, as well as hazard and
safety risk faced by business partners at operational sites.
INTERNAL CONTROL SYSTEMS Security Assurance and Maturity Assessment activities in

The key elements of the internal control systems established accordance with Information Security Forum standards are
by the Board to provide effective governance and oversight of performed to ensure network security protection. This includes
internal controls include: conducting security awareness sessions, running vulnerability
management and security posture assessments, and continuous
Policies and Operating Procedures security monitoring and governance through security compliance
Policies and operating procedures are set up to ensure compliance audits and risk management. CelcomDigi complies with ISO
with internal controls and the prescribed laws, rules, and 27001:2013 – Information Security Management System.
regulations. These policies and procedures provide direction
for the proper management and governance of operations and Periodic meetings are held with CelcomDigi’s Senior
business activities. The documents are reviewed annually and Management team and the Chief Technology Officer to discuss
published on the Compliance portal which is available to all and approve security initiatives, activities, policies, and projects
employees. driven by the Security department.
Profitability Assurance Business Continuity Management (BCM)

This function minimises revenue leakage by implementing CelcomDigi recognises the importance of providing uninterrupted
adequate controls and processes through an optimal revenue mission-critical and time-sensitive products and services to our
management framework. It covers the cycle of identification, customers. Hence, disruptive incidents are handled and responded
assessment, mitigation, and monitoring. CelcomDigi has to effectively to ensure a structural recovery that safeguards the
instituted automated controls to ensure that usage and profile interests of our stakeholders as well as protects the credibility and
integrity between the network, mediation, rating, and billing are reputation of CelcomDigi.
assured and adequately controlled. Key issues and mitigation
actions are reported to the Senior Management team monthly. CelcomDigi complies with ISO 22301: Business Continuity
The effectiveness and efficiency of processes and controls within Management. The Management continuously leads the drive
the revenue cycle are reviewed regularly. In addition to assuring to enhance CelcomDigi’s business continuity processes which
minimal revenue leakage, the team also works on automation and encompass emergency response, crisis management, crisis
dashboards for efficient business monitoring. communication, business continuity, and Network and IT disaster
recovery. In addition, CelcomDigi has an annual BCM programme
Security which includes awareness, training, review and validation of the
CelcomDigi is committed to reducing the impact of service efficiencies and effectiveness of BCM.
disruptions by ensuring its infrastructure is protected and
services are not interrupted, thereby enabling continuous Controls over Financial Reporting
services to our customers. The Controls over Financial Reporting (CFR) function plays an
important role in evaluating and improving the effectiveness of key
The Cyber Security and Physical Security functions are controls surrounding CelcomDigi’s financial reporting processes.
responsible for ensuring confidentiality, integrity and Its primary objective is to provide reasonable assurance regarding
availability of information and information processing facilities, the reliability of financial reporting and the preparation of
including telecommunications systems, and infrastructure, financial statements. Reviews on internal controls over financial
and for protecting against cyber-attacks, fraudulent activities, reporting are performed in accordance with CelcomDigi’s Internal
information loss and other security risks and threats arising Control over Financial Reporting Framework, which requires an
internally and externally. assessment based on the materiality of significant accounts,
and the testing and evaluation of the design and operating
The Fraud Management function manages and mitigates the risk effectiveness of key controls.
of fraud and related losses. Its key activities include developing and
designing internal fraud controls which are regularly reviewed to The function adopts a routine to continuously monitor and follow
ensure relevance and effectiveness. Fraud awareness activities, up on unaddressed risks and non-operating controls, including
measures and continuous action plans are implemented to ensure periodic reporting to the Senior Management team and the BAC
telecommunications fraud is minimised and the requirement for on the status of controls over the financial reporting processes.
preventive controls is embedded in business processes.
Organisational Structure
Regulatory Steering Committee (RSC)
CelcomDigi has established an organisational structure with
clearly defined lines of responsibility and accountability, proper • Meets monthly.
segregation of duties, and assignment of authority to ensure • Chaired by the CEO, with key Management members serving
effective and independent stewardship. on the committee.
• Sets the direction and make decisions on regulatory and
Board and Senior Management Team Committees industry-related projects / topics that have a significant impact
The Board Committees, i.e. the BAC, BGRMC, and BNRC, have on the Group. The RSC shall also provide guidance, opinions,
been established to assist the Board in executing its governance and views regarding the Company’s relationships with external
responsibilities and oversight function. These Board Committees stakeholders on issues or topics that could potentially impact
have been delegated specific responsibilities, all of which are the Company in the future. These issues or topics include
governed by clearly defined Terms of Reference. The TOR of these technology, revenue, customer experience, branding, and
Committees are accessible in the Corporate Governance section corporate image.
of CelcomDigi’s website at https://celcomdigi.listedcompany.com/
corporate_governance.html.
Assignment of Authority
Various committees comprising key Senior Management team The Authority Matrix provides a framework of authority and
members have been established to assist and support the Board accountability and outlines approval authority for strategic,
Committees in overseeing core areas of business operations capital, and operational expenditure. The Authority Matrix is
under their respective documented mandates. These Senior reviewed and approved by the Board in line with changes in
Management Committees established pre-merger, are in the business needs.
process of being enhanced and aligned with the governance
structure of CelcomDigi. The Code of Conduct (the Code) and Agreement of Responsible
Business Conduct (ABC)
The Risk Management Forum has been replaced with the The Code and ABC are vital and integral part of CelcomDigi’s
Governance, Risk and Compliance Committee (GRC) and the governance regime that define the core principles and ethical
Responsible Business Forum is incorporated as part of GRC. standards in conducting business, engaging with stakeholders,
and ensuring compliance with relevant laws and regulations. The
Code applies to members of the Board and employees while the
Governance, Risk and Compliance Committee (GRC)
ABC and the Code apply to those acting on behalf of the Company.
• Chaired by the CEO with relevant Senior Management team The relevant parties are required to confirm that they have read,
members serving on the GRC. understood, and will adhere to the Code and ABC, respectively.
• Meets quarterly. The Group has communication channels that allow concerns of
• Ensures the effectiveness of risk assessment and internal non-adherence to the Code and ABC to be anonymously reported.
control, including responsible business conduct practices
across the three lines of defence. Compliance
• Reviews and deliberates on emerging significant risks. The Compliance Officer supports the CEO and the Board in
• Makes decisions on coordinated action plans to mitigate risks. ensuring that:
• Oversees Environmental, Social and Governance performances. • The Code and ABC lay out good business practices, the relevant
laws and regulations, and widely recognised treaties.
• The Code and ABC are implemented consistently and
Vendor and Investment Committee (VIC)
effectively through the sharing of knowledge and measures for
• Chaired by the Investment Controller with the VIC members quality assurance.
as assigned / depicted in the Investment Approval Manual, in • Compliance incidents are consistently managed and resolved.
accordance with the Company’s Authority Matrix, to ensure a • The conflict of interest and asset declarations are automated,
sufficient quorum for all investment approvals. for effective documentation and management.
• Meets biweekly or on an ad hoc basis when necessary. • Gift, entertainment, events, arrangement, and hospitality
• Governs the approval process regarding material capital records are diligently maintained and tracked.
investments, operating expenditure, vendor evaluation criteria,
and vendor selection, in accordance with the Company’s
Authority Matrix.
• Reports on material breaches of the Code and ABC were made The annual audit plan, which is established using a risk-based
to the then Compliance Committee (comprising members approach, is reviewed and approved by the Board annually.
of the Management), the Board, and the then Audit and Risk Audit reports, including audit recommendations, Management
Committee on a quarterly basis. responses, and remedial action plans for improvement and/or
• Training and awareness programmes for employees and business rectification are presented and tabled to the BAC on a quarterly
partners are carried out on the topics of the Code and ABC. basis. The status of the implementation is monitored by the BAC
• Monitoring and follow-up activities performed on the status of to ensure that issues are addressed in a timely manner. If deemed
Compliance’s resolution and recommendations identified are necessary, Management representatives will be required to attend
effectively implemented in a timely manner. BAC meeting(s) to provide explanations and propose action plans
• Compliance, anti-corruption, and business partner risk on significant audit findings.
assessments are conducted annually to prevent incidents from
occurring through effective remediation and mitigation steps. The IA function is guided by the provisions of its Internal Audit
• Background screening of new business partners is conducted Charter, which is reviewed and approved by the BAC annually.
via the implementation of a new automated business partner The IA function’s activities conform to the Institute of Internal
due diligence system prior to onboarding. Auditors International Standards for the Professional Practice of
• Due diligence mitigation actions for high-risk business partners Internal Auditing, set forth by the Institute of Internal Auditors.
are recommended and closely monitored for implementation.
• The ‘three lines of defence’ system is formalised to strengthen The Head of Internal Audit, reporting directly to the BAC, is
risk management capabilities across the Company. responsible for enhancing the quality assurance and improvement
• Training is conducted across the areas of governance, risk, and programme of the internal audit function. Its effectiveness is
compliance for appointed representatives from the first line of monitored through continuous internal and external quality
defence. assessments and the results are presented to the BAC. The
• Compliance Risk Monitoring activities are conducted to ensure internal assessment is performed annually while the external
the implementation of corrective actions across the Company. assessment by a certified body is conducted every five years.
• Annual reviews of the Code, policies, and manuals are carried
out to keep the Group up to date with the latest regulations and On an annual basis, the IA staff declare adherence to the Code of
technology, as well as consistent with industry best practices. Ethics, and that they are free from any relationship or conflict of
interest which could impair their objectivity and independence.
Management and Board Meetings Any non-conformance and/or conflict of interest will be reported
Management meetings are held weekly to identify, discuss, to either the Head of Internal Audit or to the Chair of the BAC.
approve, and resolve strategic, operational, financial, and key
management issues pertaining to CelcomDigi’s day-to-day CONCLUSION
business. Significant changes in the business and the external The Board has received assurance from the CEO and CFO that
environment are reported by the Senior Management team to the CelcomDigi’s risk management and internal control framework
Board on an ongoing basis and/or during Board meetings. has been operating adequately and effectively, in all material
aspects, during the financial year under review and up to the date
Internal Audit of this Statement. Taking into consideration the assurance from
The Internal Audit (IA) function was established to undertake the Senior Management team and relevant assurance providers,
independent reviews and assessments of the adequacy, efficiency, the Board is of the view that the risk management and internal
and effectiveness of risk management, internal controls, and control practices and processes in place are adequate and
governance processes implemented by Management. To effective in safeguarding the stakeholders’ interests, shareholders’
maintain impartiality, proficiency, and due professional care, investment, customers’ interests, and CelcomDigi’s assets.
the Internal Audit function reports functionally to the BAC and
administratively to the CEO.
Additional Compliance Information
Other Disclosures
The following information is provided in accordance with Paragraph 9.25 of the Main Market Listing Requirements of Bursa Malaysia
Securities Berhad as set out in Appendix 9C thereto.
1. Audit and Non-Audit Fees

During the financial year, the amount incurred by CelcomDigi and the Group with respect to audit fees and non-audit related
fees paid or payable to its external auditors, Messrs. Ernst & Young PLT (“EY”) and its affiliated firms for the financial year ended
31 December 2022 are as follows:
Company (RM) Group (RM)

EY
Audit Services 835,550 1,451,050
Non-Audit Services 603,000 797,500
Total fees to EY 1,438,550 2,248,550
EY affiliated firms
Non-Audit Services - 1,019,820
Total fees to EY and EY affiliated firms 1,438,550 3,268,370
The non-audit services comprised of the following assignments:

(a) Review of regulatory compliance reporting
(b) Review of quarterly and yearly reporting packages
(c) Review of Statement on Risk Management and Internal Control
(d) Performance of agreed-upon procedures
(e) Reporting Accountant with respect to financial information relating to Digi for the proposed merger exercise
(f) Performance of advisory services
2. Material Contracts
Conditional Share Subscription Agreement with DNB dated 7 October 2022
On 7 October 2022, Digi Telecommunications Sdn Bhd (Digi Tel) and Celcom Mobile Sdn Bhd (Celcom Mobile) had each entered into
a conditional share subscription agreement with Digital National Berhad (DNB) for the proposed subscription of:
(i) 100,000 new ordinary shares in DNB; and

(ii) 178.47 million DNB Rights to Allotment,
which represents 12.50% equity interest in the enlarged DNB each held by Digi Tel and Celcom Mobile for cash consideration of
RM178.57 million, for a collective 25.00% equity interest in the enlarged DNB for a total cash consideration of RM357.14 million.
Under the terms of the conditional share subscription agreements entered into by Digi Tel and Celcom Mobile respectively with
DNB, their collective equity interest in DNB shall not be more than 25% of the aggregate issued ordinary shares in DNB and granted
DNB’s rights to allotment.
Additional Compliance Information
3. Recurrent Related Party Transactions of a Revenue or Trading Nature

At the Annual General Meeting and Extraordinary General Meeting held on 13 May 2022 and 24 February 2023, respectively,
the Company obtained the shareholders’ mandate to allow the Company and the Group to enter into recurrent related party
transactions of a revenue or trading nature.
The disclosure of the recurrent related party transactions conducted during the financial year ended 31 December 2022 is set out
in the Integrated Annual Report on pages 233 to 235.
4. Utilisation of Proceeds from Corporate Proposals

There were no proceeds raised from corporate proposals during the financial year ended 31 December 2022.
5. Material Public Sanction or Penalty

There were no material public sanctions and/or penalties imposed on the Company, Directors or Management by the relevant
regulatory bodies during the financial year ended 31 December 2022.
Statement of Responsibility by Directors

In respect of the preparation of the annual audited financial statements
The Directors are responsible for ensuring that the financial statements of CelcomDigi Berhad (formerly known as Digi.Com Berhad)
and its subsidiaries (the Group) are drawn up in accordance with the applicable Malaysian Financial Reporting Standards, International
Financial Reporting Standards and the requirements of the Companies Act 2016.
The Directors are also responsible for ensuring that the annual audited financial statements of the Group are prepared with reasonable
accuracy from the accounting records of the Group so as to give a true and fair view of the financial position of the Group as of
31 December 2022 and of their financial performance and cash flows for the year.
In reviewing the annual audited financial statements, the Directors have relied upon the Group’s system of internal controls to provide
them with reasonable grounds to believe that the Group’s accounting records, as well as other relevant records, have been maintained
by the Group in a manner that enables them to sufficiently conclude on the following:
a. Selected and applied the appropriate and relevant accounting policies on a consistent basis;
b. Made judgements and estimates that are reasonable and prudent; and
c. Prepared the annual audited financial statements on a going concern basis.
The Directors are also responsible for taking reasonable steps to safeguard the assets of the Group to prevent and detect fraud and
other irregularities.
Audited
Financial
Statements
122 Directors’ Report
127 Statement by Directors
127 Statutory Declaration
128 Independent Auditors’ Report
134 Statements of Comprehensive Income
135 Statements of Financial Position
137 Statements of Changes in Equity
138 Statements of Cash Flows
141 Notes to the Financial Statements

Directors’ Report
The directors have pleasure in presenting their report together with the audited financial statements of the Group and of the Company
for the financial year ended 31 December 2022.
Principal activities

The principal activity of the Company is investment holding.

The principal activities and other information relating to subsidiaries are disclosed in Note 15 to the financial statements.
Change of name

The Company changed its name from Digi.Com Berhad to CelcomDigi Berhad with effect from 24 February 2023 following the conclusion
of the Extraordinary General Meeting held on 24 February 2023 and Notice of Registration of New Name issued by the Companies
Commission of Malaysia on 24 February 2023, pursuant to Section 28 of the Companies Act 2016.
Results

Group Company
RM'000 RM'000
Profit for the financial year 763,669 1,010,876

Attributable to:
Owners of the Company 763,497 1,010,876
Non-controlling interests 172 -
763,669 1,010,876

There were no material transfers to or from reserves or provisions during the financial year, other than as disclosed in the financial
statements.
In the opinion of the directors, the results of the operations of the Group and of the Company during the financial year were not
substantially affected by any item, transaction or event of a material and unusual nature other than the effects arising from the acqusition
of Celcom Berhad (formerly known as Celcom Axiata Berhad) as disclosed in Note 15 to the financial statements.
Dividends

The dividends paid by the Company since the end of the previous financial year were as follows:
RM'000
In respect of the financial year ended 31 December 2021:

Fourth interim single-tier dividend of 3.9 sen per ordinary share, declared on 28 January 2022 and paid on
25 March 2022 303,225
In respect of the financial year ended 31 December 2022:

First interim single-tier dividend of 2.9 sen per ordinary share, declared on 29 April 2022 and paid on 24 June 2022 225,475
Second interim single-tier dividend of 2.8 sen per ordinary share, declared on 15 July 2022 and paid on
30 September 2022 217,700
Third interim single-tier dividend of 3.4 sen per ordinary share, declared on 20 October 2022 and paid on
16 December 2022 264,350

Directors’ Report
Dividends (cont’d.)
The board of directors had on 24 February 2023, declared a fourth interim single-tier dividend of 3.1 sen per ordinary share in respect
of the financial year ended 31 December 2022 amounting to RM363.7 million. The financial statements for the current financial year
do not reflect this fourth interim dividend. Such dividend will be accounted for in equity as an appropriation of retained earnings in the
financial year ending 31 December 2023.
Directors

The names of the directors of the Company in office since the beginning of the financial year to the date of this report are:
Haakon Bruaset Kjoel

Vimala V.R. Menon
Datuk Iain John Lo
Tan Sri Abdul Farid Alias (Appointed on 30 November 2022)
Khatijah Shah Mohamed (Appointed on 30 November 2022)
Jørgen Christian Arentz Rostrup (Appointed on 30 November 2022)
Dr. Shridhir Sariputta Hansa Wijayasuriya (Appointed on 30 November 2022)
Rita Skjaervik (Appointed on 30 November 2022)
YM Tengku Dato’ Sri Azmil Zahruddin Raja Abdul Aziz (Appointed on 19 January 2023)
Vivek Sood (Appointed on 19 January 2023)
Tan Sri Halim Shafie (Appointed on 30 November 2022 and resigned on 19 January 2023)
Thayaparan S Sangarapillai (Appointed on 30 November 2022 and resigned on 19 January 2023)
Lars Erik Tellmann (Resigned on 30 November 2022)
Wenche Marie Agerup (Resigned on 30 November 2022)
Yasmin Aladad Khan (Resigned on 30 November 2022)

The names of the directors of the subsidiaries of the Company since the beginning of the financial year to the date of this report, not
including those directors listed above are:

Albern Murty
Praveen Rajan Nadarajan
Azmi Ujang
Datuk Kamal Khalid
Leong Kin Man
Ahmad Rizal Dahli
Koh Chit Khoon
Lee Li Hung
Chou Kar Loon
Assan Nasip
Rudy Jaglul
Kesavan Sivabalan
Datuk Maureen Lind @ Zarina Abdullah
Loy Kuang Haow (Appointed on 23 July 2022)
Chee Loo Fun (Appointed on 31 August 2022)
Datuk Mohamad Idham Nawawi
Tan Moi Tsu @ Lucy Chin Moi Tsu (Appointed on 1 December 2022)
Cheng Weng Hong (Appointed on 1 December 2022)
Afizulazha Abdullah
Foo Chen Dah (Appointed on 1 December 2022)
Gopakumar Kurup (Appointed on 16 February 2022 and resigned on 30 November 2022)
Wong Chui Fen (Resigned on 31 August 2022)
Directors’ Report
Directors (cont’d.)
Chung Shan Shan (Appointed on 31 August 2022 and resigned on 30 November 2022)
Pang Cheng Hing (Resigned on 16 February 2022)
Queenie Lee Wei Ling (Resigned on 16 February 2022)
Dato’ Mohd Izzaddin Idris (Resigned on 31 May 2022)
Roy Ong Soo Koon (Resigned on 1 July 2022)
Allan Boke (Resigned on 31 August 2022)
Foo Pooi Ling (Resigned on 30 November 2022)
Yap Chee Sun (Resigned on 30 November 2022)
Thomas Hundt (Resigned on 30 November 2022)
Himanshu Kapania (Resigned on 30 November 2022)
Mohamed Adlan Ahmad Tajudin (Resigned on 30 November 2022)
T Kugan K Thirunavakarasu (Resigned on 30 November 2022)
Danny Chew Kar Wai (Resigned on 30 November 2022)
Otto Magne Risbakk (Resigned on 1 December 2022)
Directors' benefits

Neither at the end of the financial year, nor at any time during that financial year, did there subsist any arrangement to which the
Company was a party, whereby the directors might acquire benefits by means of acquisition of shares in or debentures of the Company
or any other body corporate.
Since the end of the previous financial year, no director has received or become entitled to receive a benefit (other than benefits included
in the aggregate amount of emoluments received or due and receivable by the directors as shown below) by reason of a contract made
by the Company or a related corporation with any director or with a firm of which the director is a member, or with a company in which
the director has a substantial financial interest.
The directors' benefits are as follows:

Group Company
RM'000 RM'000
Non-executive:
Fees 1,047 1,018
Benefits-in-kind 12 12
1,059 1,030
Indemnity and insurance for directors and officers
The Group maintains a directors’ and officers’ liability insurance for any legal liability incurred by the directors and officers in discharging
their duties while holding office for the Group and the Company. In respect of the above, the total amount of insurance premium paid for
the financial year ended 31 December 2022 was RM29,126 (2021: RM11,524). The directors and officers shall not be indemnified by
such insurance for any deliberate negligence, fraud, intentional breach of law or breach of trust proven against them.
Directors’ Report
Directors' interest

According to the register of directors’ shareholdings, the interest of directors in office at the end of the financial year in the shares of the
Company or its related corporations during the financial year were as follows:
Number of ordinary shares

1 January
2022/date of 31 December
Name of director appointment Acquired Sold 2022
Deemed interest:
Ordinary shares of the Company
Tan Sri Halim Shafie* 5,000* - - 5,000*

* Deemed interest through spouse's holding, Datin Sri Zaleha Jamaluddin.
None of the other directors in office at the end of the financial year had any interest in shares in the Company or its related corporations
during the financial year.
Issuance of ordinary shares

During the financial year, the Company increased its issued and paid-up ordinary share capital from RM769,655,000 to RM16,595,687,000
by way of the issuance of 3,956,507,988 ordinary shares at an issue price of RM4.00 per ordinary share as partial discharge of purchase
consideration for the acquisition of subsidiaries, as disclosed in Note 15 to the financial statements.
The new ordinary shares issued during the financial year ranked pari passu in all respects with the existing ordinary shares of the
Company.
Other statutory information

(a) Before the statements of comprehensive income and statements of financial position of the Group and of the Company were made
out, the directors took reasonable steps:
(i) to ascertain that proper action had been taken in relation to the writing off of bad debts and the making of allowance for
doubtful debts and satisfied themselves that all known bad debts had been written off and that adequate allowance had been
made for doubtful debts; and
(ii) to ensure that any current assets which were unlikely to realise their values as shown in the accounting records in the
ordinary course of business had been written down to an amount which they might be expected so to realise.

(b) At the date of this report, the directors are not aware of any circumstances which would render:
(i) the amount written off for bad debts or the amount of the allowance for doubtful debts, in the financial statements of the
Group and of the Company, inadequate to any substantial extent; and
(ii) the values attributed to the current assets in the financial statements of the Group and of the Company misleading.
(c) At the date of this report, the directors are not aware of any circumstances which have arisen which would render adherence to
the existing method of valuation of assets or liabilities of the Group and of the Company misleading or inappropriate.
Directors’ Report
Other statutory information (cont’d.)
(d) At the date of this report, the directors are not aware of any circumstances not otherwise dealt with in this report or financial
statements of the Group and of the Company which would render any amount stated in the financial statements misleading.

(e) As at the date of this report, there does not exist:

(i) any charge on the assets of the Group or of the Company which has arisen since the end of the financial year which secures
the liabilities of any other person; or

(ii) any material contingent liability of the Group or of the Company which has arisen since the end of the financial year.

(f) In the opinion of the directors:

(i) no contingent or other liability has become enforceable or is likely to become enforceable within the period of twelve
months after the end of the financial year which will or may affect the ability of the Group or of the Company to meet their
obligations as and when they fall due; and
(ii) no item, transaction or event of a material and unusual nature has arisen in the interval between the end of the financial year
and the date of this report which is likely to affect substantially the results of the operations of the Group or of the Company
for the financial year in which this report is made.
Significant event

Details of significant event is disclosed in Note 37 to the financial statements.

Auditors

The auditors, Ernst & Young PLT, have expressed their willingness to continue in office.

The auditors' remuneration for the statutory audit for the financial year ended 31 December 2022 for the Group and the Company are
disclosed in Note 7 to the financial statements.
To the extent permitted by law, the Company has agreed to indemnify its auditors, Ernst & Young PLT, as part of the terms of its audit
engagement against claims by third parties arising from the audit (for an unspecified amount). No payment has been made to indemnify
Ernst & Young PLT for the financial year ended 31 December 2022.
Signed on behalf of the board in accordance with a resolution of the directors dated 23 March 2023.
YM Tengku Dato' Sri Azmil Zahruddin Raja Abdul Aziz Tan Sri Abdul Farid Alias
Director Director
Statement by Directors
Pursuant to Section 251(2) of the Companies Act 2016
We, YM Tengku Dato' Sri Azmil Zahruddin Raja Abdul Aziz and Tan Sri Abdul Farid Alias, being two of the directors of CelcomDigi Berhad
(formerly known as Digi.Com Berhad), do hereby state that, in the opinion of the directors, the accompanying financial statements set
out on pages 134 to 225 are drawn up in accordance with Malaysian Financial Reporting Standards, International Financial Reporting
Standards and the requirements of the Companies Act 2016 in Malaysia so as to give a true and fair view of the financial position of the
Group and of the Company as at 31 December 2022 and of their financial performance and cash flows for the financial year then ended.
Signed on behalf of the board in accordance with a resolution of the directors dated 23 March 2023.
YM Tengku Dato' Sri Azmil Zahruddin Raja Abdul Aziz Tan Sri Abdul Farid Alias
Director Director
Statutory Declaration
Pursuant to Section 251(1)(b) of the Companies Act 2016
I, Tan Moi Tsu @ Lucy Chin Moi Tsu, being the officer primarily responsible for the financial management of CelcomDigi Berhad (formerly
known as Digi.Com Berhad), do solemnly and sincerely declare that the accompanying financial statements set out on pages 134 to
225 are in my opinion correct, and I make this solemn declaration conscientiously believing the same to be true, and by virtue of the
provisions of the Statutory Declarations Act, 1960.
Subscribed and solemnly declared by the

above-named Tan Moi Tsu @ Lucy Chin Moi Tsu
at Kuala Lumpur in Wilayah Persekutuan Tan Moi Tsu @
on 23 March 2023 Lucy Chin Moi Tsu
Before me,
Commissioner for Oaths

Kuala Lumpur
Independent Auditors’ Report

to the members of CelcomDigi Berhad (formerly known as Digi.Com Berhad) (Incorporated in Malaysia)
Report on the audit of the financial statements

Opinion

We have audited the financial statements of CelcomDigi Berhad (formerly known as Digi.Com Berhad), which comprise the statements
of financial position as at 31 December 2022 of the Group and of the Company, and the statements of comprehensive income, statements
of changes in equity and statements of cash flows of the Group and of the Company for the financial year then ended, and notes to the
financial statements, including a summary of significant accounting policies, as set out on pages 134 to 225.
In our opinion, the accompanying financial statements give a true and fair view of the financial position of the Group and of the Company
as at 31 December 2022 and of their financial performance and their cash flows for the financial year then ended in accordance with
Malaysian Financial Reporting Standards, International Financial Reporting Standards and the requirements of the Companies Act 2016
in Malaysia.
Basis for opinion
We conducted our audit in accordance with approved standards on auditing in Malaysia and International Standards on Auditing. Our
responsibilities under those standards are further described in the Auditors’ responsibilities for the audit of the financial statements
section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit
opinion.
Independence and other ethical responsibilities
We are independent of the Group and of the Company in accordance with the By-Laws (on Professional Ethics, Conduct and Practice)
of the Malaysian Institute of Accountants (“By-Laws”) and the International Code of Ethics for Professional Accountants (including
International Independence Standards) (“IESBA Code”), and we have fulfilled our other ethical responsibilities in accordance with the
By-Laws and the IESBA Code.
Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements
of the Group and of the Company for the current financial year. We have determined that there are no key audit matters to communicate
in our report on the financial statements of the Company. The key audit matters for the audit of the financial statements of the Group are
described below. These matters were addressed in the context of our audit of the financial statements of the Group as a whole, and in
forming our opinion thereon, and we do not provide a separate opinion on these matters. For each matter below, our description of how
our audit addressed the matter is provided in that context.
We have fulfilled the responsibilities described in the Auditor’s responsibilities for the audit of the financial statements section of our
report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to
our assessment of the risks of material misstatement of the financial statements. The results of our audit procedures, including the
procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying financial statements.
a) Revenue recognition
Refer to Note 2.20.1 – Revenue from contracts with customers and Note 5 – Revenue
The Group recognised total revenue of RM6.8 billion during the financial year ended 31 December 2022. Revenue was measured
taking into account the bundling of services with handsets and discounts. The inherent industry risk arises from the complexity
of the telecommunications billing system. Large volumes of data with a combination of different products and services sold and
price changes during the financial year were processed through a number of different modules in the telecommunications billing
system. These may have an impact on the amount of revenue recognised during the financial year. As such, we considered revenue
recognition to be a key audit matter.

Report on the audit of the financial statements (cont’d.)
Key audit matters (cont’d.)

a) Revenue recognition (cont’d.)
We performed the following audit procedures amongst others:
• Obtained an understanding of the Information Technology (“IT”) automated and manual controls surrounding revenue
systems and processes such as capturing and recording revenue transactions, authorisation of rate changes and timely
updating of approved rate changes in the billing system, and tested the operating effectiveness of these IT automated and
manual controls;
• Tested end-to-end reconciliation from billing system to accounting system including verifying material revenue adjustments
passed into the accounting system;
• Tested the allocation of revenue to separately identifiable components of multiple element arrangements, particularly in
relation to transactions that include the delivery of handset combined with a service element in the contracts, as well as the
timing of revenue recognised; and
• Evaluated appropriateness of revenue recognition policies.
b) Acquisition of Celcom Berhad (formerly known as Celcom Axiata Berhad) and its subsidiaries (“Celcom Group”) and impairment
assessment of goodwill on consolidation arising from the acquisition of Celcom Group
Refer to Note 2.2 – Significant accounting policies – Basis of consolidation - Business combinations, Note 2.3 – Significant
Accounting Policies – Investment in subsidiaries, Note 2.7 – Significant Accounting Policies – Impairment of non-financial assets,
Note 4.2 – Significant accounting estimates and judgements and key sources of estimation uncertainty – Impairment assessment
of goodwill and trademark, Note 15 – Investment in subsidiaries and Note 12 – Intangible assets
i. Acquisition of Celcom Group
The Company had on 30 November 2022 completed the acquisition of Celcom Group for a purchase consideration of
approximately RM18.3 billion based on the terms and conditions of the Share Purchase Agreement (“SPA”) dated 21 June
2021.
The Group assessed the fair value of the identified assets acquired and liabilities assumed on the date of acquisition via
a purchase price allocation exercise. A provisional goodwill of RM15.4 billion was recognised in the Group’s financial
statements on the date of acquisition.

Management engaged external valuer to value the identifiable assets acquired and liabilities assumed in the acquisition,
including the identification and valuation of intangible assets.

Accounting for the acquisition is an area of focus because of the assumptions made in determining the fair value of the
identifiable assets acquired and liabilities assumed are inherently uncertain and require significant judgements.


Key audit matters (cont’d.)

b) Acquisition of Celcom Berhad (formerly known as Celcom Axiata Berhad) and its subsidiaries (“Celcom Group”) and impairment
assessment of goodwill on consolidation arising from the acquisition of Celcom Group (cont’d.)
i. Acquisition of Celcom Group (cont’d.)
We performed, amongst others, the following audit procedures:
• Obtained and reviewed the SPA to evaluate the appropriate date of acquisition and purchase consideration;
• Evaluated management’s process to identify intangible assets;
• Assessed the competence, capabilities and objectivity of management’s external valuation expert;
• Obtained the valuation reports and discussed with the external valuation expert on the methodologies and key
assumptions used;
• Involved our internal valuation expert to evaluate the methodologies used to determine the fair values of the assets
acquired and liabilities assumed (including the valuation of intangible assets acquired), and benchmarked the discount
rate applied to other comparable companies in the same industry;
• Assessed the reasonableness of key assumptions applied by management in their forecast by comparing them with
economic and industry forecasts; and
• Checked the appropriateness of disclosures in the financial statements of the Group.
ii. Impairment assessment of goodwill on consolidation arising from the acquisition of Celcom Group
As at 31 December 2022, the Group’s provisional goodwill arising from the acquisition of Celcom Group was RM15.4 billion,
which represented 41% of the Group’s total assets. The Group is required to perform an annual impairment assessment of
the cash generating unit (“CGU”) to which the goodwill has been allocated.

The Group estimated the recoverable amount of the CGU to which the goodwill is allocated based on value-in-use (“VIU”).

We considered this to be an area of focus as the amount of goodwill is significant, and the determination of the VIU of the
CGU involved significant management judgements, estimates and assumptions, particularly on the revenue growth rates,
discount rate and terminal growth rate. These judgements, estimates and assumptions are inherently uncertain.
We performed, amongst others, the following audit procedures:

• Obtained an understanding of the relevant internal controls over the process of estimating the recoverable amount of
the CGU;
• Evaluated management’s key assumptions on projected revenue and terminal growth rate, by considering the current
and expected future economic conditions. We compared the projected revenue to the past trends and compared
expected revenue growth rates with the industry forecasts;
• Assessed, with the involvement of EY valuation expert, the appropriateness of the rate used in discounting the future
cash flows to present value;
• Assessed the sensitivity of the cash flows to changes in the key assumptions to understand the impact that reasonable
alternative assumptions would have on the overall recoverable amount; and
• Evaluated the adequacy of the Group’s disclosures in the financial statements concerning those key assumptions to
which the outcome of the impairment assessment is most sensitive.

Information other than the financial statements and auditors’ report thereon
The directors of the Company are responsible for the other information. The other information comprises the directors’ report and
annual report, but does not include the financial statements of the Group and of the Company and our auditors’ report thereon, which
we obtained prior to the date of this auditors’ report.
Our opinion on the financial statements of the Group and of the Company does not cover the other information and we do not express
any form of assurance conclusion thereon.
In connection with our audit of the financial statements of the Group and of the Company, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent with the financial statements of the
Group and of the Company or our knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed on the other information that we obtained prior to the date of this auditors’ report, we conclude
that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this
regard.
Responsibilities of the directors for the financial statements
The directors of the Company are responsible for the preparation of financial statements of the Group and of the Company that give
a true and fair view in accordance with Malaysian Financial Reporting Standards, International Financial Reporting Standards and
the requirements of the Companies Act 2016 in Malaysia. The directors are also responsible for such internal control as the directors
determine is necessary to enable the preparation of financial statements of the Group and of the Company that are free from material
misstatement, whether due to fraud or error.
In preparing the financial statements of the Group and of the Company, the directors are responsible for assessing the Group’s and the
Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern
basis of accounting unless the directors either intend to liquidate the Group or the Company or to cease operations, or have no realistic
alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements of the Group and of the Company as a whole
are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable
assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with approved standards on auditing
in Malaysia and International Standards on Auditing will always detect a material misstatement when it exists. Misstatements can arise
from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with approved standards on auditing in Malaysia and International Standards on Auditing, we exercise
professional judgement and maintain professional scepticism throughout the audit. We also:
(a) Identify and assess the risks of material misstatement of the financial statements of the Group and of the Company, whether due
to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and
appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than
for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of
internal control.

Auditor’s responsibilities for the audit of the financial statements (cont’d.)
(b) Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s and of the Company’s internal
control.
(c) Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures
made by the directors.
(d) Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence
obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s or
the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw
attention in our auditors’ report to the related disclosures in the financial statements of the Group and of the Company or, if such
disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of
our auditors’ report. However, future events or conditions may cause the Group or the Company to cease to continue as a going
concern.
(e) Evaluate the overall presentation, structure and content of the financial statements of the Group and of the Company, including
the disclosures, and whether the financial statements of the Group and of the Company represent the underlying transactions and
events in a manner that achieves fair presentation.
(f) Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the
Group to express an opinion on the financial statements of the Group. We are responsible for the direction, supervision and
performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with the directors regarding, among other matters, the planned scope and timing of the audit and significant audit
findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide the directors with a statement that we have complied with relevant ethical requirements regarding independence, and
to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where
applicable, actions taken to eliminate threats or safeguards applied.
From the matters communicated with the directors, we determine those matters that were of most significance in the audit of the
financial statements of the Group and of the Company for the current financial year and are therefore the key audit matters. We describe
these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare
circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so
would reasonably be expected to outweigh the public interest benefits of such communication.
Report on other legal and regulatory requirements
In accordance with the requirements of the Companies Act 2016 in Malaysia, we report that the subsidiaries of which we have not acted
as auditors are disclosed in Note 15 to the financial statements.

Other matters
This report is made solely to the members of the Company, as a body, in accordance with Section 266 of the Companies Act 2016 in
Malaysia and for no other purpose. We do not assume responsibility to any other person for the content of this report.
Ernst & Young PLT Tseu Tet Khong @ Tsau Tet Khong
202006000003 (LLP0022760-LCA) & AF 0039 03374/06/2024 J
Chartered Accountants Chartered Accountant
Kuala Lumpur, Malaysia

23 March 2023
Statements of Comprehensive Income

For the financial year ended 31 December 2022
Group Company
Note 2022 2021 2022 2021
RM’000 RM’000 RM’000 RM’000
Revenue 5 6,773,311 6,335,674 1,025,500 1,135,500

Other income 29,153 25,775 6,620 3,493
Cost of materials and traffic expenses (1,748,556) (1,753,764) - -
Sales and marketing expenses (398,397) (376,675) - -
Operations and maintenance expenses (246,689) (164,079) - -
Rental expenses (104,491) (57,253) - -
Staff expenses 7(b) (314,297) (244,569) - -
Depreciation expenses (1,412,058) (1,180,305) - -
Amortisation expenses 12 (97,334) (83,160) - -
Other expenses (1,013,804) (771,715) (21,271) (6,626)
Finance costs 6 (282,563) (245,585) (145) -
Interest income 34,082 30,541 220 70
Profit before tax and zakat 7 1,218,357 1,514,885 1,010,924 1,132,437
Taxation and zakat 8 (454,688) (352,780) (48) (19)
Profit for the financial year 763,669 1,162,105 1,010,876 1,132,418
Other comprehensive income, net of tax
Item that may be reclassified to profit or loss in
subsequent periods
Foreign currency translation differences 103 - - -
Other comprehensive income for the financial
year, net of tax 103 - - -
Total comprehensive income for the financial
year, net of tax 763,772 1,162,105 1,010,876 1,132,418
Profit for the financial year, attributable to:
Owners of the Company 763,497 1,162,105 1,010,876 1,132,418
Non-controlling interests 172 - - -
763,669 1,162,105 1,010,876 1,132,418
Total comprehensive income for the financial
year, attributable to:
Owners of the Company 763,600 1,162,105 1,010,876 1,132,418
Non-controlling interests 172 - - -
763,772 1,162,105 1,010,876 1,132,418
Earnings per share attributable to owners of the
Company (sen per share)
- Basic 9 9.4 14.9
The accompanying accounting policies and explanatory information form an integral part of the financial statements.
Statements of Financial Position

As at 31 December 2022
Group Company
Note 2022 2021 2022 2021
RM'000 RM'000 RM'000 RM'000
Non-current assets
Property, plant and equipment 11 6,408,848 2,863,675 - -
Intangible assets 12 18,694,727 284,057 - -
Right of use assets 13 7,253,141 2,828,720 - -
Investments in subsidiaries 15 - - 19,121,561 773,361
Investment in a joint venture 16 - - - -
Investment in an associate 17 139,943 - - -
Other investments 18 78 78 - -
Trade and other receivables 20 642,760 320,862 - -
Contract costs 14 112,102 71,687 - -
Contract assets 5 73,470 21,757 - -
Derivative financial assets 21 43,342 26,365 - -
Deferred tax assets 24 116,080 - - -
33,484,491 6,417,201 19,121,561 773,361
Current assets
Inventories 19 164,358 116,568 - -
Trade and other receivables 20 2,424,002 1,050,392 47,117 5
Contract assets 5 148,325 51,127 - -
Other investments 18 22 - - -
Tax recoverable 97,241 - - -
Cash and short-term deposits 22 1,220,798 204,527 4,072 670
4,054,746 1,422,614 51,189 675
Total assets 37,539,237 7,839,815 19,172,750 774,036

Statements of Financial Position

As at 31 December 2022
Group Company
Note 2022 2021 2022 2021
RM'000 RM'000 RM'000 RM'000
Non-current liabilities
Loans and borrowings 23 10,747,919 3,835,854 2,422,645 -
Deferred tax liabilities 24 1,730,623 303,027 - -
Other liabilities 25 371,512 136,053 - -
Contract liabilities 5 15,298 - - -
Derivative financial liabilities 21 2,024 - - -
12,867,376 4,274,934 2,422,645 -
Current liabilities
Trade and other payables 26 3,521,961 1,444,024 66,267 3,882
Contract liabilities 5 571,314 346,088 - -
Derivative financial liabilities 21 640 183 - -
Loans and borrowings 23 4,139,288 1,123,421 87,500 -
Income tax payable 124,221 18,354 31 5
8,357,424 2,932,070 153,798 3,887
Total liabilities 21,224,800 7,207,004 2,576,443 3,887
Equity
Share capital 27 16,595,687 769,655 16,595,687 769,655
Reserve 28 103 - - -
(Accumulated losses)/retained earnings 30 (384,097) (136,844) 620 494
Equity attributable to owners of the Company 16,211,693 632,811 16,596,307 770,149
Non-controlling interests 102,744 - - -
Total equity 16,314,437 632,811 16,596,307 770,149
Total equity and liabilities 37,539,237 7,839,815 19,172,750 774,036
Statements of Changes in Equity

Attributable to owners of the parent

Non-
Share Accumulated controlling Total
Note capital losses Reserve Total interest equity
Group RM'000 RM'000 RM'000 RM'000 RM'000 RM'000
(Note 28)
At 1 January 2021 769,655 (163,799)1 - 605,856 - 605,856

Total comprehensive income - 1,162,105 - 1,162,105 - 1,162,105
Transaction with owners:
Dividends on ordinary shares 10 - (1,135,150) - (1,135,150) - (1,135,150)
At 31 December 2021 769,655 (136,844) 1
- 632,811 - 632,811
Profit for the financial year - 763,497 - 763,497 172 763,669
Other comprehensive income for
the financial year - - 103 103 - 103
Issuance of ordinary shares 27 15,826,032 - - 15,826,032 - 15,826,032
Acquisition of subsidiaries 15 - - - - 102,572 102,572
Dividends on ordinary shares 10 - (1,010,750) - (1,010,750) - (1,010,750)
At 31 December 2022 16,595,687 (384,097)1 103 16,211,693 102,744 16,314,437

Note: 1 Included an amount of RM1,004.0 million as a result from the Group’s capital management initiatives carried out during the financial year ended 31 December 2012. The
Company received dividends from one of its subsidiaries in the form of bonus issue of redeemable preference shares and capital repayment amounting to RM509.0 million
and RM495.0 million respectively. The Company had declared part of these as special dividends to its shareholders. The deficit arose from the elimination of these intra-group
dividends at Group level.
Distributable
Share retained Total
Note capital earnings equity
Company RM’000 RM’000 RM’000
(Note 30)
At 1 January 2021 769,655 3,226 772,881

Total comprehensive income - 1,132,418 1,132,418
Dividends on ordinary shares 10 - (1,135,150) (1,135,150)
At 31 December 2021 769,655 494 770,149
Total comprehensive income - 1,010,876 1,010,876
Issuance of ordinary shares 27 15,826,032 - 15,826,032
Dividends on ordinary shares 10 - (1,010,750) (1,010,750)
At 31 December 2022 16,595,687 620 16,596,307
Statements of Cash Flows

Group Company
Note 2022 2021 2022 2021
RM'000 RM'000 RM'000 RM'000
Cash flows from operating activities
Profit before tax and zakat 1,218,357 1,514,885 1,010,924 1,132,437

Adjustments for:
Amortisation of intangible assets 12 97,334 83,160 - -
Depreciation
- property, plant and equipment 11 837,330 697,383 - -
- right of use assets 13 574,728 482,922 - -
Allowance for expected credit loss on trade
receivables, deposits contract assets 34.2 79,523 54,506 - -
Amortisation of contract cost 14 90,639 83,439 - -
Inventories written down/(back) 3,995 (1,141) - -
Dividend income - - (1,025,500) (1,135,500)
Finance costs 6 282,563 245,585 145 -
Loss on disposal of property, plant and
equipment 26,306 13,681 - -
Loss on disposal of intangible assets - 2,012 - -
Gain on termination of leases (716) (384) - -
Loss of lease modification 1,794 - - -
Write-off of property, plant and equipment 240 1,041 - -
Write-off of intangible assets 8,781 - - -
Interest income (34,082) (30,541) (220) (70)
Waiver of debt - - (6,620) (3,493)
Employee benefits
- share-based payment 1,155 1,357 - -
- defined benefit plan 25.1 67 67 - -
Fair value loss/(gain) on foreign currency
forward contracts 457 (211) - -
Unrealised foreign exchange loss/(gain) 1,313 (1,435) - -

Group Company
Note 2022 2021 2022 2021
RM'000 RM'000 RM'000 RM'000
Cash flows from operating activities (cont’d.)
Operating cash flows before changes in working

capital 3,189,784 3,146,326 (21,271) (6,626)
Changes in working capital:
Inventories 33,035 21,780 - -
Trade and other receivables (152,409) (326,633) (47,112) (1)
Contract asset (97,761) 22,439 - -
Contract costs (98,532) (97,239) - -
Trade and other payables 67,290 11,383 69,005 6,646
Contract liabilities (19,104) 39,805 - -
Cash flows from operations 2,922,303 2,817,861 622 19
Interest paid (257,948) (202,387) (145) -
Proceeds from government grants 230,463 239,133 - -
Defined benefit paid 25.1 (48) (27) - -
Income taxes and zakat paid (335,499) (248,650) (22) (19)
Net cash flows from operating activities 2,559,271 2,605,930 455 -
Cash flows from investing activities
Purchase of property, plant and equipment (724,109) (681,817) - -

Purchase of intangible assets (164,027) (121,537) - -
Acquisition of a subsidiary, net of cash acquired (1,546,746) - (2,468,900) -
Other payments arising from investments - - (65,123) -
Dividends received from a subsidiary 10 - - 1,025,500 1,135,500
Interest received 10,227 8,572 220 70
Proceeds from disposal of property, plant and
equipment 3,080 1,113 - -
Proceeds from disposal of intangible assets - 344 - -
Net cash flows (used in)/from investing activities (2,421,575) (793,325) (1,508,303) 1,135,570
Cash flows from financing activities
Repayment of loans and borrowings (1,175,000) (375,000) - -

Drawdown of loans and borrowings 3,550,000 - 2,522,000 -
Payment of lease liabilities (485,325) (401,415) - -
Dividends paid 10 (1,010,750) (1,135,150) (1,010,750) (1,135,150)
Net cash flows from/(used in) financing activities 878,925 (1,911,565) 1,511,250 (1,135,150)

Group Company
Note 2022 2021 2022 2021
RM'000 RM'000 RM'000 RM'000
Net increase/(decrease) in cash and cash

equivalents 1,016,621 (98,960) 3,402 420
Effect of exchange rate changes on cash and cash
equivalents (350) 634 - -
Net increase in restricted and cash equivalents (2,506) - - -
Cash and cash equivalents at beginning of
financial year 204,527 302,853 670 250
Cash and cash equivalents at end of financial year 22 1,218,292 204,527 4,072 670
Notes to the Financial Statements

- 31 December 2022
1. Corporate information

The Company is a public limited liability company, incorporated and domiciled in Malaysia, and is listed on the Main Market of
Bursa Malaysia Securities Berhad (“Bursa Securities”). The principal place of business is located at Level 31, Menara CelcomDigi,
No. 6, Persiaran Barat, Seksyen 52, 46200 Petaling Jaya, Selangor. The registered office of the Company is located at Level 30,
Menara CelcomDigi, No. 6, Persiaran Barat, Seksyen 52, 46200 Petaling Jaya, Selangor.
The principal activity of the Company is investment holding, whilst the principal activities of the subsidiaries are stated in Note 15.
There has been no significant change in the nature of the principal activities during the financial year.
Related companies refer to companies within the Axiata Group Berhad (“Axiata”) and its subsidiaries (“Axiata Group”) and Telenor
ASA and its subsidiaries (“Telenor Group”).
2. Significant accounting policies

2.1 Basis of preparation

The financial statements of the Group and of the Company have been prepared in accordance with Malaysian Financial
Reporting Standards (“MFRS”), International Financial Reporting Standards and the requirements of the Companies Act
2016 in Malaysia.
The financial statements of the Group and of the Company have been prepared on the historical cost convention unless
indicated otherwise in the accounting policies below.
The financial statements are presented in Ringgit Malaysia (“RM”) and all values are rounded to the nearest thousand
(“RM'000”) except when otherwise indicated.

2.2 Basis of consolidation

The consolidated financial statements comprise the financial statements of the Company and its subsidiaries as at the
reporting date. The financial statements of the subsidiaries used in the preparation of the consolidated financial statements
are prepared for the same reporting date as the Company. Consistent accounting policies are applied for like transactions
and events in similar circumstances.
The Company controls an investee if, and only if, the Company has all the following:

(i) Power over the investee (i.e. existing rights that give it the current ability to direct the relevant activities of the
investee);
(ii) Exposure, or rights, to variable returns from its investment with the investee; and

(iii) The ability to use its power over the investee to affect its returns.

The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there are changes to
one or more of the three elements of control. Consolidation of a subsidiary begins when the Group obtains control over the
subsidiary and ceases when the Group loses control of the subsidiary. Assets, liabilities, income and expenses of a subsidiary
acquired or disposed of during the financial year are included in the consolidated financial statements from the date the
Group gains control until the date the Group ceases to control the subsidiary.

- 31 December 2022
2. Significant accounting policies (cont’d.)

2.2 Basis of consolidation (cont’d.)
Profit or loss and each component of other comprehensive income (“OCI”) are attributed to the equity holders of the parent
of the Group and to the non-controlling interests, even if this results in the non-controlling interests having a deficit balance.
When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies in line
with the Group’s accounting policies. All intra-group assets and liabilities, equity, income, expenses and cash flows relating to
transactions between members of the Group are eliminated in full on consolidation.
A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction.
If the Group loses control over a subsidiary, it derecognises the related assets (including goodwill), liabilities, non-controlling
interest and other components of equity, while any resultant gain or loss is recognised in profit or loss. Any investment
retained is recognised at fair value.
Business combinations

Business combinations are accounted for using the acquisition method. The cost of an acquisition is measured as the aggregate
of the consideration transferred, which is measured at acquisition date fair value, and the amount of any non-controlling
interests in the acquiree. For each business combination, the Group elects whether to measure the non-controlling interests
in the acquiree at fair value or at the proportionate share of the acquiree’s identifiable net assets. Acquisition-related costs
are expensed as incurred and included in administrative expenses.
The Group determines that it has acquired a business when the acquired set of activities and assets include an input and a
substantive process that together significantly contribute to the ability to create outputs. The acquired process is considered
substantive if it is critical to the ability to continue producing outputs, and the inputs acquired include an organised workforce
with the necessary skills, knowledge, or experience to perform that process or it significantly contributes to the ability to
continue producing outputs and is considered unique or scarce or cannot be replaced without significant cost, effort, or delay
in the ability to continue producing outputs.
When the Group acquires a business, it assesses the financial assets and liabilities assumed for appropriate classification and
designation in accordance with the contractual terms, economic circumstances and pertinent conditions as at the acquisition
date. This includes the separation of embedded derivatives in host contracts by the acquiree.
Any contingent consideration to be transferred by the acquirer will be recognised at fair value at the acquisition date.
Contingent consideration classified as equity is not remeasured and its subsequent settlement is accounted for within
equity. Contingent consideration classified as an asset or liability that is a financial instrument and within the scope of MFRS
9 Financial Instruments, is measured at fair value with the changes in fair value recognised in the statement of profit or loss
in accordance with MFRS 9. Other contingent consideration that is not within the scope of MFRS 9 is measured at fair value
at each reporting date with changes in fair value recognised in profit or loss.
Goodwill is initially measured at cost (being the excess of the aggregate of the consideration transferred and the amount
recognised for non-controlling interests and any previous interest held over the net identifiable assets acquired and
liabilities assumed). If the fair value of the net assets acquired is in excess of the aggregate consideration transferred, the
Group re-assesses whether it has correctly identified all of the assets acquired and all of the liabilities assumed and reviews
the procedures used to measure the amounts to be recognised at the acquisition date. If the reassessment still results in an
excess of the fair value of net assets acquired over the aggregate consideration transferred, then the gain is recognised in
profit or loss.

- 31 December 2022

2.2 Basis of consolidation (cont’d.)
Business combinations (cont'd.)

After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the purpose of impairment
testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of the Group’s cash-
generating units that are expected to benefit from the combination, irrespective of whether other assets or liabilities of the
acquiree are assigned to those units.
Where goodwill has been allocated to a cash-generating unit (“CGU”) and part of the operation within that unit is disposed
of, the goodwill associated with the disposed operation is included in the carrying amount of the operation when determining
the gain or loss on disposal. Goodwill disposed in these circumstances is measured based on the relative values of the
disposed operation and the portion of the CGU retained.
The Group applies predecessor accounting to account for business combinations under common control. Under predecessor
accounting, assets and liabilities acquired are not restated to their respective fair values. They are recognised at the carrying
amounts from the consolidated financial statements of the ultimate holding company of the Group and adjusted to conform
with the accounting policies adopted by the Group. The difference between any consideration given and the aggregate
carrying amounts of the assets and liabilities (as of the date of the transaction) of the acquired entity is recognised as an
adjustment to equity. No additional goodwill is recognised.
The acquired entity’s results, assets and liabilities are consolidated as if both the acquirer and acquiree had always been
combined. Consequently, the consolidated financial statements reflect both entities’ full year’s results. The comparative
information is restated to reflect the combined results of both entities. Acquisition-related costs are expensed as
incurred.
2.3 Investment in subsidiaries

In the Company’s separate financial statements, investment in subsidiaries are accounted for at cost less impairment losses.
On disposal of such investments, the difference between net disposal proceeds and their carrying amounts is included in
profit or loss.
Where an indication of impairment exists, the carrying amount of the investment is assessed and written down immediately
to its recoverable amount. See Summary of Significant Accounting Policies Note 2.7 on impairment of non-financial
assets.
On disposal of investments in subsidiaries, the difference between disposal proceeds and the carrying amounts of the
investments are recognised in profit or loss. Disposal-related costs are expensed as incurred.
The amounts due from subsidiaries of which the Company does not expect repayment are considered as quasi-investment as
part of the Company’s investments in the subsidiaries.

- 31 December 2022

2.4 Investment in associates and joint ventures

An associate is an entity over which the Group has significant influence. Significant influence is the power to participate in
the financial and operating policy decisions of the investee, but is not control or joint control over those policies.
A joint venture is a type of joint arrangement whereby the parties that have joint control of the arrangement have rights to
the net assets of the joint venture. Joint control is the contractually agreed sharing of control of an arrangement, which exists
only when decisions about the relevant activities require the unanimous consent of the parties sharing control.
The considerations made in determining significant influence or joint control are similar to those necessary to determine
control over subsidiaries. The Group’s investment in its associate and joint venture are accounted for using the equity
method.
Under the equity method, the investment in an associate or a joint venture is initially recognised at cost. The carrying amount
of the investment is adjusted to recognise changes in the Group’s share of net assets of the associate or joint venture since
the acquisition date. Goodwill relating to the associate or joint venture is included in the carrying amount of the investment
and is not tested for impairment separately.
The consolidated statement of comprehensive income reflects the Group’s share of the results of operations of the associate
or joint venture. Any change in OCI of those investees is presented as part of the Group’s OCI. In addition, when there has been
a change recognised directly in the equity of the associate or joint venture, the Group recognises its share of any changes,
when applicable, in the consolidated statement of changes in equity. Unrealised gains and losses resulting from transactions
between the Group and the associate or joint venture are eliminated to the extent of the interest in the associate or joint
venture.
The aggregate of the Group’s share of profit or loss of an associate and a joint venture is shown on the face of the consolidated
statement of comprehensive income outside operating profit and represents profit or loss after tax and non controlling
interests in the subsidiaries of the associate or joint venture.
The financial statements of the associate or joint venture are prepared for the same reporting period as the Group. When
necessary, adjustments are made to bring the accounting policies in line with those of the Group.
After application of the equity method, the Group determines whether it is necessary to recognise an impairment loss on
its investment in its associate or joint venture. At each reporting date, the Group determines whether there is objective
evidence that the investment in the associate or joint venture is impaired. If there is such evidence, the Group calculates the
amount of impairment as the difference between the recoverable amount of the associate or joint venture and its carrying
value, and then recognises the loss within ‘Share of results of an associate and a joint venture’ in the consolidated statement
of profit or loss.
Upon loss of significant influence over the associate or joint control over the joint venture, the Group measures and
recognises any retained investment at its fair value. Any difference between the carrying amount of the associate or joint
venture upon loss of significant influence or joint control and the fair value of the retained investment and proceeds from
disposal is recognised in profit or loss.

- 31 December 2022

2.5 Property, plant and equipment, and depreciation

All items of property, plant and equipment are initially recorded at cost. The cost of an item of property, plant and equipment
is recognised as an asset if, and only if, it is probable that future economic benefits associated with the item will flow to the
Group and the cost of the item can be measured reliably.
Subsequent to recognition, property, plant and equipment, except for freehold land and capital work-in-progress, are
measured at cost less accumulated depreciation and accumulated impairment losses, if any. The cost of an item includes
expenditure that is attributable to the acquisition of the item. Subsequent costs are included in the asset's carrying amount
or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the
item will flow to the Group and the cost of the item can be measured reliably. When significant parts of property, plant and
equipment are required to be replaced in intervals, the Group recognises such parts as individual assets with specific useful
lives and depreciation, respectively. The carrying amount of the replaced part is then derecognised. Likewise, when a major
inspection is performed, its cost is recognised in the carrying amount of the asset as a replacement if the recognition criteria
are satisfied. All other repair and maintenance costs are recognised in profit and loss as incurred.
Freehold land has an unlimited useful life and is therefore not depreciated. Capital work-in-progress representing assets
under construction, is also not depreciated as these assets are not yet available for its intended use. Depreciation of other
property, plant and equipment is computed on a straight-line basis to write down the cost of each asset to its residual value
over the estimated useful life, at the following annual rates or periods:
Buildings 2.0%
Motor vehicles 20.0%
Computer systems 20.0% - 33.3%
Furniture and fittings 14.3% - 20.0%
Telecommunications network 3.3% - 33.3%

The residual values, useful lives and depreciation method are reviewed at each financial year end, and adjusted prospectively,
if appropriate, to ensure that the amount, method and period of depreciation are consistent with the expected pattern of
consumption of the future economic benefits embodied in the items of property, plant and equipment.
The carrying values of property, plant and equipment are reviewed for impairment when events or changes in circumstances
indicate that the carrying value may not be recoverable.
An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected
from its use or disposal. Any gain or loss arising from the difference between the net disposal proceeds, if any, and the net
carrying amount is recognised in profit and loss in the financial year the asset is derecognised.
2.6 Intangible assets

Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets acquired
in a business combination is their fair value at the date of acquisition. Following initial recognition, intangible assets are
measured at cost less accumulated amortisation and accumulated impairment losses. Internally generated intangibles,
excluding capitalised development costs, are not capitalised and the related expenditure is reflected in profit or loss in the
period in which the expenditure is incurred.
The useful lives of intangible assets are assessed as either finite or indefinite.

- 31 December 2022

2.6 Intangible assets (cont’d.)
Intangible assets with finite useful lives are amortised over the estimated useful lives and assessed for impairment whenever
there is an indication that the intangible asset may be impaired. The amortisation period and the amortisation method for
an intangible asset with a finite useful life are reviewed at least at the end of each reporting period. Changes in the expected
useful life or the expected pattern of consumption of future economic benefits embodied in the asset are considered to modify
the amortisation period or method, as appropriate, and are treated as changes in accounting estimates. The amortisation
expense on intangible assets with finite lives is recognised in profit and loss.
Intangible assets with indefinite useful lives or not yet available for use are not amortised, but are tested for impairment
annually, or more frequently if events and circumstances indicate that the carrying value may be impaired either individually
or at the CGU level. The assessment of indefinite life is reviewed annually to determine whether the indefinite life continues
to be supportable. If not, the change in useful life from indefinite to finite is made on a prospective basis.
An intangible asset is derecognised upon disposal (i.e., at the date the recipient obtains control) or when no future economic
benefits are expected from its use or disposal. Any gain or loss arising upon derecognition of the asset (calculated as the
difference between the net disposal proceeds and the carrying amount of the asset) is included in profit and loss.
Computer software

Costs incurred to acquire computer software, that are not an integral part of the related hardware, are capitalised as
intangible assets and amortised on a straight-line basis over the estimated useful life of 5 years.
Customer relationship

Customer relationship acquired in a business combination is measured at fair value at the date of acquisition. The customer
relationship with finite life is amortised on a straight-line basis over its estimated useful life of 10 years and assessed for
impairment whenever there is an indication that the customer relationship may be impaired.
Trademark

Trademark acquired in a business combination is measured at fair value at the date of acquisition. The trademark, which
is considered to have indefinite useful life, is not amortised but tested for impairment, annually or more frequently, when
indications of impairment are identified. The useful life of trademark is reviewed annually to determine whether indefinite
life assessment continues to be supportable. If not, the change in the useful life assessment from indefinite to finite is made
on prospective basis.
Goodwill

The accounting policy on goodwill is disclosed in Note 2.2.

- 31 December 2022
2. Significant accounting policies (cont'd.)

2.7 Impairment of non-financial assets

At each reporting date, the Group reviews the carrying amounts of its non-financial assets to determine whether there is any
indication of impairment. If any such indication exists, impairment is measured by comparing the carrying amounts of the
assets with their recoverable amounts.
For intangible assets not yet available for use, the recoverable amount is estimated at the end of each reporting period, or
more frequently if events and circumstances indicate that the carrying value may be impaired either individually or at the
cash generating unit (“CGU”) level.
An asset’s recoverable amount is the higher of an asset’s fair value less costs to sell and its value in use (“VIU”). For the
purpose of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash
flows, namely a CGU.
In assessing VIU, the estimated future cash flows expected to be generated by the asset are discounted to their present value
using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the
asset. Where the carrying amount of an asset exceeds its recoverable amount, the asset is written down to its recoverable
amount. Impairment losses recognised in respect of a CGU or groups of CGUs are allocated first to reduce the carrying
amount of any goodwill allocated to those units or groups of units, if any and then, to reduce the carrying amount of the other
assets in the unit or groups of units on a pro-rata basis.
An impairment is recognised whenever the carrying amount of an asset or CGU exceeds its recoverable amount, and the
impairment loss is recognised as an expense in profit and loss in the period in which it arises.
An assessment is made at each reporting date as to whether there is any indication that previously recognised impairment
losses may no longer exist or may have decreased. A previously recognised impairment loss is reversed if, and only if there
has been a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss was
recognised. If that is the case, the carrying amount of the asset is increased to its recoverable amount. That increase cannot
exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised
previously. Such reversal is recognised in profit or loss.
2.8 Inventories

Inventories are stated at lower of cost and net realisable value. Cost is determined using the weighted average basis. The
cost of trading merchandise comprises costs of purchases and other incidental costs incurred in bringing these merchandise
to their present condition and location.
Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs necessary to
make the sale.

- 31 December 2022

2.9 Financial assets

2.9.1 Initial recognition and measurement

Financial assets are classified, at initial recognition as, subsequently measured at amortised cost, fair value through
other comprehensive income (“OCI”), and fair value through profit or loss.
The classification of financial assets at initial recognition depends on the financial asset’s contractual cash flow
characteristics and the Group’s and Company's business model for managing them. The Group and the Company
initially measure a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit
or loss, transaction costs except for trade receivables that do not contain a significant financing component. Trade
receivables that do not contain a significant financing component are measured at the transaction price determined
under MFRS 15.
In order for a financial asset to be classified and measured at amortised cost or fair value through OCI, it needs to give
rise to cash flows that are ‘solely payments of principal and interest (“SPPI”)’ on the principal amount outstanding. This
assessment is referred to as the SPPI test and is performed at an instrument level.
The Group’s and the Company's business model for managing financial assets refer to how the financial assets are
managed in order to generate cash flows. The business model determines whether cash flows will result from collecting
contractual cash flows, selling the financial assets, or both.
Purchases or sales of financial assets that require delivery of assets within a time frame established by regulation or
convention in the market place (regular way trades) are recognised on the trade date, i.e., the date that the Group
commits to purchase or sell the asset.
2.9.2 Subsequent measurement

For purposes of subsequent measurement, financial assets are classified in four categories:
- Financial assets at amortised cost (debt instruments)

- Financial assets at fair value through OCI with recycling of cumulative gains and losses (debt instruments)
- Financial assets designated at fair value through OCI with no recycling of cumulative gains and losses upon
derecognition (equity instruments)
- Financial assets at fair value through profit or loss

The Group and the Company do not have any debt instruments at fair value through OCI with recycling of cumulative
gains and losses.
(a) Financial assets at amortised cost (debt instruments)

This category is the most relevant to the Group and the Company. The Group and the Company measure financial
assets at amortised cost if both of the following conditions are met:
- The financial asset is held within a business model with the objective to hold financial assets in order to
collect contractual cash flows; and

- The contractual terms of the financial asset give rise on specified dates to cash flows that are solely
payments of principal and interest on the principal amount outstanding.

- 31 December 2022

2.9 Financial assets (cont’d.)
2.9.2 Subsequent measurement (cont’d.)
(a) Financial assets at amortised cost (debt instruments) (cont’d.)
Financial assets at amortised cost are subsequently measured using the effective interest (“EIR”) method and are
subject to impairment. Gains and losses are recognised in profit or loss when the asset is derecognised, modified
or impaired.
The Group’s and the Company's financial assets at amortised cost includes trade and other receivables and cash
and short-term deposits.
(b) Financial assets designated at fair value through OCI (equity instruments)

Upon initial recognition, the Group can elect to classify irrevocably its equity investments as equity instruments
designated at fair value through OCI when they meet the definition of equity under MFRS 132 Financial
Instruments: Presentation and are not held for trading. The classification is determined on an instrument-by
instrument basis.
Gains and losses on these financial assets are never recycled to profit or loss. Dividends are recognised as other
income in the profit or loss when the right of payment has been established, except when the Group benefits from
such proceeds as a recovery of part of the cost of the financial asset, in which case, such gains are recorded in
OCI. Equity instruments designated at fair value through OCI are not subject to impairment assessment.
The Group elected to classify irrevocably its non-listed equity investments under this category.
(c) Financial assets at fair value through profit or loss

Financial assets at fair value through profit or loss include financial assets held for trading, financial assets
designated upon initial recognition at fair value through profit or loss, or financial assets mandatorily required to
be measured at fair value. Financial assets are classified as held for trading if they are acquired for the purpose of
selling or repurchasing in the near term. Derivatives are classified as held for trading unless they are designated
as effective hedging instruments. Financial assets with cash flows that are not solely payments of principal and
interest are classified and measured at fair value through profit or loss, irrespective of the business model.
Notwithstanding the criteria for debt instruments to be classified at amortised cost or at fair value through OCI,
as described above, debt instruments may be designated at fair value through profit or loss on initial recognition
if doing so eliminates, or significantly reduces, an accounting mismatch.
Financial assets at fair value through profit or loss are carried in the statement of financial position at fair value
with net changes in fair value recognised in the profit or loss.

- 31 December 2022

2.9 Financial assets (cont'd.)

2.9.2 Subsequent measurement (cont'd.)

(c) Financial assets at fair value through profit or loss (cont'd.)

This category includes derivative instruments such as foreign currency forward contracts and interest rate
swaps. Derivative instruments are carried as financial assets when the fair value is positive and as financial
liabilities when the fair value is negative.
2.9.3 Derecognition

A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is primarily
derecognised (i.e., removed from the Group’s and Company's statement of financial position) when:
- The rights to receive cash flows from the asset have expired; or
- The Group and the Company have transferred their rights to receive cash flows from the asset or have assumed
an obligation to pay the received cash flows in full without material delay to a third party under a ‘pass-through’
arrangement; and either (a) the Group and the Company have transferred substantially all the risks and rewards
of the asset, or (b) the Group and the Company have neither transferred nor retained substantially all the risks
and rewards of the asset, but have transferred control of the asset.
When the Group and the Company have transferred their rights to receive cash flows from an asset or have entered
into a pass-through arrangement, the Group and the Company evaluate if, and to what extent, they have retained
the risks and rewards of ownership. When they have neither transferred nor retained substantially all of the risks
and rewards of the asset, nor transferred control of the asset, the Group and the Company continue to recognise the
transferred asset to the extent of its continuing involvement. In that case, the Group and the Company also recognise
an associated liability. The transferred asset and the associated liability are measured on a basis that reflects the rights
and obligations that the Group and the Company have retained.
Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower of the
original carrying amount of the asset and the maximum amount of consideration that the Group and the Company
could be required to repay.
2.10 Impairment of financial assets and contract assets

The Group recognises an allowance for expected credit losses (“ECLs”) for all debt instruments not held at fair value through
profit or loss and contract assets. ECLs are based on the difference between the contractual cash flows due in accordance
with the contract and all the cash flows that the Group expects to receive, discounted at an approximation of the original
effective interest rate. The expected cash flows will include cash flows from the sale of collateral held or other credit
enhancements that are integral to the contractual terms.
ECLs are recognised in two stages. For credit exposures for which there has not been a significant increase in credit risk
since initial recognition, ECLs are provided for credit losses that result from default events that are possible within the next
12-months (a 12-month ECL). For those credit exposures for which there has been a significant increase in credit risk since
initial recognition, a loss allowance is required for credit losses expected over the remaining life of the exposure, irrespective
of the timing of the default (a lifetime ECL).

- 31 December 2022
2.10 Impairment of financial assets and contract assets (cont’d.)
For trade receivables and contract assets, the Group applies a simplified approach in calculating ECLs. Therefore, the Group
does not track changes in credit risk, but instead recognises a loss allowance based on lifetime ECLs at each reporting date.
The Group has established a provision matrix that is based on its historical credit loss experience, adjusted for forward-
looking factors specific to the category of debtors and the economic environment.
The Group considers a financial asset in default when contractual payments are overdue for more than 60 days. However, in
certain cases, the Group may also consider a financial asset to be in default when internal or external information indicates
that the Group is unlikely to receive the outstanding contractual amounts in full before taking into account any credit
enhancements held by the Group. A financial asset is written off when there is no reasonable expectation of recovering the
contractual cash flows.
2.11 Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and at banks and deposits with licensed banks with a maturity of three
months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes
in value. These also include bank overdrafts, if any, that form an integral part of the Group's cash management.
Interest income is recognised in profit or loss by applying the effective interest rate to the gross carrying amount of the
financial assets.
2.12 Provision for liabilities

Provisions for liabilities are recognised when the Group has a present obligation as a result of a past event and it is probable
that an outflow of resources embodying economic benefits will be required to settle the obligation, and a reliable estimate of
the amount can be made.

Provisions are reviewed at each reporting date and adjusted to reflect the current best estimate. If it is no longer probable
that an outflow of economic resources will be required to settle the obligation, the provision is reversed. Where the effect of
the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, where appropriate,
the risks specific to the liability to the present value of the expenditure expected to be required to settle the obligation.
When discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost.
(a) Site decommissioning and restoration costs

Provision for site decommissioning and restoration costs is in respect of management's best estimate on the costs
necessary to be incurred to decommission the Group's telecommunications network infrastructure and restore the
previously occupied sites.

- 31 December 2022

2.12 Provision for liabilities (cont'd.)

(a) Site decommissioning and restoration costs (cont'd.)

The estimated amount is determined after taking into consideration the time value of money, and the initial estimated
sum is capitalised as part of the cost of property, plant and equipment. Where discounting is used, the increase in the
provision due to the passage of time is recognised as a finance cost.
(b) Defined benefit plan

Provision for defined benefit plan for eligible employees is as disclosed in Note 2.17(c).
2.13 Financial liabilities

2.13.1 Initial recognition and measurement

Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss,
loans and borrowings, payables, or as derivatives designated as hedging instruments in an effective hedge, as
appropriate.
All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables, net
of directly attributable transaction costs.
The Group’s and the Company's financial liabilities include derivative financial instruments and other financial
liabilities.
2.13.2 Subsequent measurement

The measurement of financial liabilities depends on their classification, as described below:
(a) Financial liabilities at fair value through profit or loss

Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial
liabilities designated upon initial recognition as financial liabilities at fair value through profit or loss.
Financial liabilities are classified as held for trading if they are incurred for the purpose of repurchasing in the
near term. This category also includes derivative financial instruments entered into by the Group that are not
designated as hedging instruments in hedge relationships as defined by MFRS 9.
Gains or losses on liabilities held for trading are recognised in the profit or loss.
Financial liabilities designated upon initial recognition at fair value through profit or loss are designated at the
initial date of recognition, and only if the criteria in MFRS 9 are satisfied. This category includes derivative
instruments such as foreign currency forward contracts and interest rate swaps.

- 31 December 2022

2.13 Financial liabilities (cont’d.)

2.13.2 Subsequent measurement (cont’d.)
(b) Other financial liabilities

The Group's and the Company's other financial liabilities include trade and other payables, and loans and
borrowings.
After initial recognition, trade and other payables and interest-bearing loans and borrowings are subsequently
measured at amortised cost using the EIR method. Gains and losses are recognised in profit or loss when the
liabilities are derecognised as well as through the EIR amortisation process.
Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs
that are an integral part of the EIR. The EIR amortisation is included as finance costs in the profit or loss.
This category generally applies to interest-bearing loans and borrowings and trade and other payables. For
more information, refer to Note 23 and Note 26.
2.13.3 Derecognition

A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When
an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms
of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition
of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is
recognised in profit or loss.
2.13.4 Offsetting of financial instruments

Financial assets and ﬁnancial liabilities are offset and the net amount is reported in the statements of ﬁnancial
position if there is a currently enforceable legal right to offset the recognised amounts and there is an intention to
settle on a net basis, to realise the assets and settle the liabilities simultaneously.
2.14 Borrowing costs

Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a
substantial period of time to get ready for its intended use or sale are capitalised as part of the cost of the asset. All other
borrowing costs are expensed in the period in which they occur. Borrowing costs consist of interest and other costs that the
Group incurred in connection with the borrowing of funds.

2.15 Share capital and share issuance expenses

An equity instrument is any contract that evidences a residual interest in the assets of the Group and of the Company after
deducting all of their liabilities. Ordinary shares are equity instruments.
The attributable incremental transaction costs of an equity transaction are accounted for as a deduction from equity, net of
tax. Dividends on ordinary shares are recognised in equity in the period in which they are declared.

- 31 December 2022

2.16 Leases

The Group assesses at contract inception whether a contract is, or contains, a lease. That is, if the contract conveys the right
to control the use of an identified asset for a period of time in exchange for consideration.
Group as a lessee

The Group applies a single recognition and measurement approach for all leases, except for short-term leases and leases of
low-value assets. The Group recognises lease liabilities to make lease payments and right of use (“ROU”) assets representing
the right to use the underlying assets.
(a) ROU assets

The Group recognises ROU assets at the commencement date of the lease (i.e., the date the underlying asset is available
for use). ROU assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted
for any remeasurement of lease liabilities. The cost of ROU assets includes the amount of lease liabilities recognised,
initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives
received.
The Group elected to apply the practical expedient not to separate out non-lease components from lease components
and instead account for the lease and non-lease component as a single component.
ROU assets are depreciated on a straight-line basis over the shorter of the lease term and the estimated useful lives of
the assets, as follows:

Leasehold land and buildings 1% - 4%
Telecommunication network sites 3% - 100%
Transmission facilities 20% - 33.3%
Spectrum bandwidths 6% - 20%
Stores, office buildings and kiosks 5% - 100%

The ROU assets are also subject to impairment. Refer to Note 2.7 for accounting policy on impairment of non-financial
assets.

(b) Lease liabilities

At the commencement date of the lease, the Group recognises lease liabilities measured at the present value of lease
payments to be made over the lease term. The lease payments include fixed payments (including in-substance fixed
payments) less any lease incentives receivable and payments of penalties for terminating the lease, if the lease term
reflects the Group exercising the option to terminate. Variable lease payments that do not depend on an index or a rate
and are dependant on a future activity are recognised as expenses in the period in which the event or condition that
triggers the payment occurs.

In calculating the present value of lease payments, the Group uses its incremental borrowing rate at the lease
commencement date because the interest rate implicit in the lease is not readily determinable. After the commencement
date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments
made. In addition, the carrying amount of lease liabilities is remeasured if there is a modification or a change in the
lease term.
The Group’s lease liabilities are included in loans and borrowings. Please refer to Note 23.

- 31 December 2022

2.16 Leases (cont’d.)

Group as a lessee (cont'd.)

(c) Short-term leases and leases of low-value assets

The Group applies the short-term lease recognition exemption to its short-term leases of telecommunication
network sites, equipment and billboard spaces (i.e., those leases that have a lease term of 12 months or less from the
commencement date). It also applies the lease of low-value assets recognition exemption to leases of office equipment
and storage spaces that are considered to be low value. Lease payments on short-term leases and leases of low value
assets are recognised as an expense on a straight-line basis over the lease term.
Group as a lessor

Leases in which the Group does not transfer substantially all the risks and rewards incidental to ownership of an asset are
classified as operating leases. Rental income arising is accounted for on a straight-line basis over the lease terms and is
included in revenue in the statement of profit or loss due to its operating nature. Initial direct costs incurred in negotiating
and arranging an operating lease are added to the carrying amount of the leased asset and recognised over the lease term on
the same basis as rental income. Contingent rents are recognised as revenue in the period in which they are earned.
2.17 Employee benefits

(a) Short-term benefits

Wages, salaries, bonuses and social security contributions are recognised as an expense in the period in which the
associated services are rendered by employees. Short-term accumulated compensated absences such as paid annual
leave are recognised when services are rendered by employees that increase their entitlement to future compensated
absences netted off against annual leave utilised to date, and short-term non-accumulating compensated absences
such as sick leave are recognised when the absences occur.
(b) Defined contribution plan

As required by law, companies in Malaysia make contributions to the state-defined contribution pension scheme
known as the Employee Provident Fund, and will have no legal or constructive obligation to make further contributions
in the future, over-and-above what is existingly legally required. The contributions are recognised as an expense in
profit and loss in the period which the related services are rendered by employees.
(c) Defined benefit plan

The Group operates an unfunded defined benefit plan for its eligible employees. The benefits are calculated based on
the length of service and the agreed percentages of eligible employees' salaries over the period of their employment
and are payable upon resignation after completion of the minimum employment period of ten years or upon retirement
age of sixty years. The Group's obligations under the retirement benefit scheme, calculated using the Projected Unit
Credit Method, is determined based on actuarial computations by independent actuaries, through which the amount
of benefit that employees have earned in return for their service in the current and prior years is estimated. That
benefit is discounted in order to determine its present value.

- 31 December 2022

2.17 Employee benefits (cont’d.)

(c) Defined benefit plan (cont’d.)

Remeasurements of the net defined benefit liability, which comprise actuarial gains and losses, the return on plan assets
(excluding interest) and the effect of the asset ceiling (if any, excluding interest), are recognised immediately in other
comprehensive income in the period in which they occur and recorded in defined benefit reserve. Remeasurements are
not reclassified to profit and loss in subsequent periods.
Past service costs are recognised in profit and loss on the earlier of:

- The date of the plan amendment or curtailment; or
- The date that the Group recognises restructuring related costs.

Net interest and other expenses relating to defined benefit plans are calculated by applying the discount rate to the net
defined benefit liability or asset and recognised in profit and loss.
The Group amended the defined benefit plan effective 1 January 2006 to restrict new entrants into the plan, and the
benefits payable to be calculated based on the employees' length of service up to 31 December 2005.
2.18 Income taxes

(a) Current tax

Current tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation
authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted
by the reporting date.
Current taxes are recognised in profit or loss except to the extent that the tax relates to items recognised outside profit
or loss, either in other comprehensive income or directly in equity.
(b) Deferred tax

Deferred tax is provided using the liability method on temporary differences at the reporting date between the tax
bases of assets and liabilities and their carrying amounts for financial reporting purposes.

Deferred tax liabilities are recognised for all taxable temporary differences, and deferred tax assets are recognised
for all deductible temporary differences, carry forward of unused tax credits and unused tax losses, to the extent that
it is probable that taxable profit will be available against which the deductible temporary differences, and the carry
forward of unused tax credits and unused tax losses can be utilised.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset
is realised or the liability is settled, based on tax rates and tax laws that have been enacted or substantively enacted at
the reporting date.
Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to set off current tax
assets against current tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation
authority.

- 31 December 2022

2.18 Income taxes (cont'd.)

(c) Sales and Services Tax (“SST”)

SST is recognised as part of the expense or cost of acquisition of the asset as SST is not recoverable.
Revenue is recognised net of the amount of SST billed as it is payable to the taxation authority. SST payable to the
taxation authority is included as part of payables in the statements of financial position.
2.19 Contingencies

A contingent liability or asset is a possible obligation or asset that arises from past events and whose existence will be
confirmed only by the occurrence or non-occurrence of uncertain future event(s) not wholly within the control of the Group.
Contingent liabilities and assets are not recognised in the financial statements.
2.20 Revenue recognition

2.20.1 Revenue from contracts with customers

The Group is in the business of providing telecommunication and related services.
Revenue from contracts with customers is recognised when control of the goods or services are transferred to the
customer at an amount that reflects the consideration to which the Group expects to be entitled in exchange for
those goods or services, net of indirect taxes.
The Group has generally concluded that it is the principal in its revenue arrangements because it typically controls
the goods or services before transferring them to the customer.
(a) Telecommunication revenue

Telecommunication revenue from postpaid and prepaid services provided by the Group are recognised
over time, as the benefits of telecommunication services are simultaneously received and consumed by the
customer.
Revenue from prepaid services (i.e. preloaded talk time, prepaid top-up vouchers, etc.) are recognised when
services are rendered. Consideration from the sale of prepaid sim cards and reload vouchers to customers
where services have not been rendered at the reporting date is deferred as contract liability until actual usage
or when the cards, vouchers or reloaded amounts are expired or forfeited.
Postpaid services are provided in postpaid packages which consists of various services (i.e. call minutes, internet
data, Short Message Service (“SMS”), etc.). These postpaid packages have been assessed to meet the definition
of a series of distinct services that are substantially the same and have the same pattern of transfer and as such
the Group treats these packages as a single performance obligation.
Postpaid packages are either sold separately or bundled together with the sale of a mobile device to a customer.
Mobile devices can also be obtained separately from other mobile device retailers and can be used together
with the postpaid packages provided by the Group. Postpaid packages and mobile devices are capable of
being distinct and separately identifiable, therefore, there are two performance obligations within a bundled
transaction. Accordingly, the Group allocates the transaction price based on the relative stand-alone selling
prices of the postpaid packages and device.

- 31 December 2022
2.20 Revenue recognition (cont’d.)

2.20.1 Revenue from contracts with customers (cont’d.)

(a) Telecommunication revenue (cont’d.)
Stand-alone selling price are based on observable sales prices; however, where stand-alone selling prices are
not directly observable, estimates will be made maximising the use of observable inputs.
(b) Sale of device

Revenue from sale of device is recognised at the point in time when control of the asset is transferred to the
customer, usually on delivery and acceptance of the device.

Payment for the transaction price of the mobile device is typically collected at the point the customer signs up
for the bundled contract, except for bundled packages that have a payment structure allowing customers to pay
for the mobile device over a period of time. For these arrangements the Group discounts the transaction price
using the rate that would be reflected in a separate financing transaction between the Group and its customers
at contract inception, to take into consideration the significant financing component.
Certain bundled contracts provide the customer with a right to return the mobile devices during a specified
time frame. The Group uses the expected value method to estimate the mobile devices that will not be returned
because this method best predicts the amount of variable consideration to which the Group will be entitled.
The requirements in MFRS 15 on constraining estimates of variable consideration are also applied in order
to determine the amount of variable consideration that can be included in the transaction price. For mobile
devices that are expected to be returned, the Group adjusts revenue and recognises a refund liability instead.
Correspondingly, costs of sales is also adjusted and a right of return asset is recognised as the right to recover
the mobile device from the customer.
(c) Contract balances

(i) Contract assets

A contract asset is the right to consideration in exchange for goods or services (i.e. mobile devices or
telecommunication services) transferred to the customer. If the Group transfers goods or services to a
customer before the customer pays consideration or before payment is due, a contract asset is recognised
for the earned consideration that is conditional.
Contract assets are subject to impairment assessment based on the ECL model.

(ii) Trade receivables

A receivable represents the Group’s right to an amount of consideration that is unconditional (i.e. only the
passage of time is required before payment of the consideration is due). Refer to accounting policies of
financial assets in Note 2.9.

- 31 December 2022

2.20.1 Revenue from contracts with customers (cont’d.)

(c) Contract balances (cont’d.)

(iii) Contract liabilities

A contract liability is the obligation to transfer goods or services to a customer for which the Group
has received consideration (or an amount of consideration is due) from the customer. If a customer
pays consideration before the Group transfers goods or services to the customer, a contract liability is
recognised when the payment is made or the payment is due (whichever is earlier). Contract liabilities are
recognised as revenue when the Group performs under the contract.
For prepaid services, a contract liability is recognised when consideration is received from a customer,
but services are yet to be performed.
(d) Cost to obtain a contract

The Group pays sales commissions to external sales channels and employees as an incentive for each new
customer registration to the Group’s telecommunication services. The Group also incurs fibre modem and fibre
installation cost for new fibre customers.
These costs have been determined to be an incremental cost of obtaining a contract and are capitalised as
contract costs when the Group expects these costs to be recovered over a period of more than one year.
Contract costs are amortised on a straight-line basis over the expected customer life cycle, which is consistent
with the pattern of the related revenue. For contract costs with an amortisation period of less than one year, the
Group has elected to apply the practical expendient to recognise as an expense when incurred.

Amortisation of contract costs are included as part of operating expenses in the profit or loss, based on the
nature of commission costs, and not under amortisation expenses.
The Group recognises an impairment loss in profit or loss to the extent that the carrying amount of the contract
costs recognised exceeds the remaining amount of consideration that the Group expects to receive in exchange
for the goods or services to which the contract costs relate, less the remaining costs that relate directly to
providing those goods or services (that have not been recognised as an expense).
When there are indications of impairment, relating to the CGU to which the contract costs belong, the Group
will include the resulting carrying amount of contract costs after performing the impairment test above, in the
carrying amount of the CGU for the purpose of applying MFRS 136.
When impairment conditions no longer exist or have improved, the Group will recognise a reversal of some or
all of the impairment losses previously recognised on the contract costs. The increased carrying amount of the
contract costs should not exceed the amount that would have been determined (net of amortisation) had no
impairment loss been recognised previously.

- 31 December 2022

2.20.2 Dividend income

Dividend income is recognised when the Company's right to receive payment is established, and is presented as
revenue in profit or loss, aligned with the principal activity of the Company as an investment holding entity.
2.20.3 Lease income

Lease income is accounted for on a straight-line basis over the lease terms and is included in revenue in the statement
of profit or loss due to its operating nature. The aggregate costs of incentives provided to lessees are recognised as a
reduction of rental income over the lease term on a straight-line basis.
2.21 Government grants

As a universal service provider (“USP”), the Group is entitled to claim certain qualified expenses from the Malaysian
Communications and Multimedia Commission (“MCMC”) in relation to USP projects. These claims are treated as government
grants and recognised at their fair values where there is reasonable assurance that the grants will be received and the Group
complies with all the attached conditions.
A grant relating to the asset is recognised as income over the life of the depreciable asset by way of a reduced depreciation
charge. Grant relating to income is recognised in profit and loss by crediting directly against the related expense.
2.22 Foreign currency transactions

(a) Functional and presentation currency

The individual financial statements of each entity in the Group are measured using the currency of the primary
economic environment in which the entity operates (“the functional currency”). The consolidated financial statements
of the Group are presented in RM, which is also the functional currency of all entities in the Group.
Transactions in foreign currencies are initially converted into RM at exchange rates prevailing at the date of transaction.
At each reporting date, foreign currency monetary items are translated into RM at exchange rates prevailing at that
date. Non-monetary items initially denominated in foreign currencies, which are carried at historical cost are translated
using the historical rate as of the date of acquisition.
(b) Foreign currency transactions

Exchange differences arising on the settlement of monetary items or on translating monetary items at the reporting
date are recognised in profit or loss. Exchange differences arising on the translation of non-monetary items carried
at fair value are included in profit or loss for the period except for the differences arising on the translation of non-
monetary items in respect of which gains and losses are recognised directly in other comprehensive income. Exchange
differences arising from such non-monetary items are also recognised directly in other comprehensive income.

- 31 December 2022
2.23 Fair value measurement

The Group measures financial instruments such as derivatives at fair value at each reporting date. The fair values of financial
instruments measured at amortised cost are disclosed in Note 34.6.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between
market participants at the measurement date. The fair value measurement is based on the presumption that the transaction
to sell the asset or transfer the liability takes place either:
(i) In the principal market for the asset or liability; or

(ii) In the absence of a principal market, in the most advantageous market for the asset or liability.
The principal or the most advantageous market must be accessible by the Group.

The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the
asset or liability, assuming that market participants act in their economic best interest.
A fair value measurement of a non-financial asset takes into account a market participant's ability to generate economic
benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in
its highest and best use.
The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to
measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.
All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised within the
fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as
a whole:
(i) Level 1 - Quoted (unadjusted) market prices in active markets for identical assets or liabilities
(ii) Level 2 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is
directly or indirectly observable
(iii) Level 3 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is
unobservable
For assets and liabilities that are recognised in the financial statements on a recurring basis, the Group determines whether
transfers have occurred between Levels in the hierarchy by re-assessing categorisation (based on the lowest level input that
is significant to the fair value measurement as a whole) at the end of each reporting period.

- 31 December 2022
2.24 Current versus non-current classification

The Group presents assets and liabilities in statements of financial position based on current/non-current classification. An
asset is current when it is:
- Expected to be realised or intended to be sold or consumed in normal operating cycle;
- Held primarily for the purpose of trading;

- Expected to be realised within twelve months after the reporting period; or

- Cash or cash equivalents unless restricted from being exchanged or used to settle a liability for at least twelve months
after the reporting period.
All other assets are classified as non-current. A liability is current when:

- It is expected to be settled in normal operating cycle;

- It is held primarily for the purpose of trading;

- It is due to be settled within twelve months after the reporting period; or

- There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting
period.
The Group classifies all other liabilities as non-current.

Deferred tax assets and liabilities are classified as non-current assets and liabilities.

2.25 Segment reporting

The Group provides telecommunication and related services to customers across the country and its services and products
essentially have a similar risk profile. Business activities of the Group are not organised by product or geographical
components and its operating result is reviewed as a whole by its management. Accordingly, there is no separate segment, as
disclosed in Note 36.
3. Changes in accounting policies

3.1 Adoption of new and amended MFRSs and interpretation

The accounting policies adopted are consistent with those of the previous financial year except as follows:
On 1 January 2022, the Group and the Company adopted the following amended MFRS mandatory for annual financial
periods beginning on or after 1 January 2022.

- 31 December 2022
3. Changes in accounting policies (cont’d.)

3.1 Adoption of new and amended MFRSs and interpretation (cont’d.)
Effective for
annual periods
beginning
Description on or after
Amendments to MFRS 16: Leases - Covid-19 Related Rent Concessions beyond

30 June 2021 1 April 2021
Amendments to MFRS 1, MFRS 9 and MFRS 141:
Annual Improvements to MFRS Standards 2018-2020 1 January 2022
Amendments to MFRS 3: Reference to the Conceptual Framework 1 January 2022
Amendments to MFRS 116: Property, Plant and Equipment - Proceeds before Intended Use 1 January 2022
Amendments to MFRS 137: Provisions, Contingent Liabilities and Contingent Assets - Onerous
Contracts - Cost of Fulfilling a Contract 1 January 2022

The adoption of the above amendments did not have any significant effect on the financial statements of the Group and of
the Company.

3.2 Standards issued but not yet effective

The standards and amendments that are issued but not yet effective up to the date of the Group's and the Company’s
financial statements are disclosed below. The Group and the Company intend to adopt these standards, if applicable, when
they become effective.
Effective for
annual periods
beginning
Description on or after
MFRS 17: Insurance Contracts 1 January 2023

Amendments to MFRS 17: Insurance Contracts - Initial Application of MFRS 17 and MFRS 9 -
Comparative Information 1 January 2023
Amendments to MFRS 101: Disclosure of Accounting Policies 1 January 2023
Amendments to MFRS 108: Definition of Accounting Estimates 1 January 2023
Amendments to MFRS 112: Deferred Tax related to Assets and Liabilities arising from a Single
Transaction 1 January 2023
Amendments to MFRS 16: Lease Liability in a Sale and Leaseback 1 January 2024
Amendments to MFRS 101: Non-current Liabilities with Covenants 1 January 2024
Amendments to MFRS 10 and MFRS 128: Sale or Contribution of Assets between an Investor and its
Associate or Joint Venture Deferred

The directors expect that the adoption of the above standards and amendments will not have a material impact on the
financial statements in the period of initial application.

- 31 December 2022
4. Significant accounting estimates and judgements and key sources of estimation uncertainty
There were no significant judgements made in applying the accounting policies of the Group which may have significant effects on
the amounts recognised in the financial statements.
Management makes key assumptions concerning the future and other key sources of estimation uncertainty at the reporting
date that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next
financial year.
The following represents a summary of the critical accounting estimates and the associated key sources of estimation
uncertainty.
4.1 Useful lives of intangible assets - trademark and customer relationship

The Group considers that the trademark arising from the acquisition of Celcom Berhad (formerly known as Celcom Axiata
Berhad) and its subsidiaries (“Celcom Group”) has indefinite useful life because it is supported by ongoing marketing activites
and expected to contribute to the Group's net cash flows indefinitely. The assessment of the classification of intangible assets
as indefinite is reviewed annually.
The estimated useful life of customer relationship arising from the acquisition of Celcom Group is based on the historical
experience of churn for the postpaid subscribers. The carrying amounts of intangible assets - trademark and customer
relationship at the reporting date are disclosed in Note 12.
4.2 Impairment assessment of goodwill and trademark

The Group performs an impairment test on its goodwill and trademark at least on an annual basis or when there is evidence
of impairment. This requires an estimation of the VIU of the CGU to which goodwill and trademark are allocated. Estimating a
VIU amount requires management to make an estimate of the expected future cash flows from the CGU and also to choose a
suitable discount rate in order to calculate the present value of those cash flows. Further details of the carrying amounts, the
key assumptions applied in the impairment assessment and sensitivity analysis to changes in the assumptions are disclosed
in Note 12.
4.3 Useful lives of property, plant and equipment and intangible assets - computer software

Depreciation and amortisation are based on management's estimates of the future estimated useful lives and residual values
of property, plant and equipment and intangible assets - computer software. Estimates may change due to technological
developments, modernisation initiatives, expected level of usage, competition, market conditions and other factors, which
could potentially impact the average useful lives and the residual values of these assets. This may result in future changes
in the estimated useful lives and in the depreciation or amortisation expenses. The carrying amounts of property, plant
and equipment and intangible assets - computer software at the reporting date are disclosed in Note 11 and Note 12,
respectively.
4.4 Provision for expected credit losses of trade receivables and contract assets

The Group uses a provision matrix to calculate ECLs for trade receivables and contract assets. The provision rates are based on
days past due for groupings of various customer segments that have similar loss patterns (i.e. customer type and rating).
The provision matrix is initially based on the Group’s historical observed default rates. The Group then adjusts the historical
credit loss experience taking into consideration the forward-looking information. For example, if the Group's view of the
forecasted economic conditions (i.e. inflation rate, unemployment rate, interest rate and economic outlook for Malaysia) are
expected to significantly deteriorate over the next financial year which may lead to an increase in the unrecoverable rate of
the receivables and contract assets. At every reporting date, the historical observed default rates are updated and changes
in the forward-looking estimates are analysed.

- 31 December 2022
4. Significant accounting estimates and judgements and key sources of estimation uncertainty (cont’d.)
4.4 Provision for expected credit losses of trade receivables and contract assets (cont’d.)

The Group estimates the relationship between historical observed default rates, forecast economic conditions and ECL
which may not be representative of customer’s actual default in the future. The information about the provision matrix on
the Group’s trade receivables and contract assets is disclosed in Note 34.2.
If the historical observed default rates varies by 5.0% from management’s estimates, the Group’s allowance for expected
credit loss on trade receivables and contract assets will cause either a 1.8% (2021: 0.1%) increase or 1.0% (2021: 0.1%)
decrease respectively in the Group's profit for the financial year.
4.5 Deferred tax assets

Deferred tax asset is recognised to the extent that it is probable that future taxable profit will be available against which
temporary differences or unutilised tax losses and tax credits can be utilised. This involves judgement regarding future
taxable profits of a particular entity in which the deferred tax asset has been recognised.
Estimating the future taxable profits involved significant assumptions, especially in respect of demand on existing and new
services, competition and regulatory changes that may impact the pricing of services. These assumptions were derived
based on past performance, future prospect and adjusted for non-recurring circumstances. The carrying amount of deferred
tax assets is disclosed in Note 24.
4.6 Income taxes

Significant estimation is involved in determining the Group’s provision for income taxes as there are certain transactions and
computations for which the final tax treatment is uncertain at the reporting date.
Where the final tax treatment of these matters are different from the amounts that were initially recognised, such
differences will impact the income tax and deferred tax provisions in the period in which determination of final tax treatment
is made.
4.7 Provisions for site decommissioning and restoration costs

Provision for site decommissioning and restoration costs are provided based on the present value of the estimated future
expenditure to be incurred for dismantling the inactive sites. Significant management assumption and estimation are
required in determining the discount rate and the expenditure to be incurred for dismantling each network infrastructure
sites. Where expectations differ from the original estimates, the differences will impact the carrying amount of provision
for site decommissioning and restoration costs. The carrying amount of provision for site decommissioning and restoration
costs at the reporting date is disclosed in Note 25.
4.8 Revenue recognition - determining stand-alone selling price (“SSP”)

The Group has assessed that there are two performance obligations for bundled contracts where the Group needs to allocate
the transaction price between the telecommunication service and mobile device based on their relative SSP.
SSP for telecommunication services and mobile devices are based on observable sales prices; however, where certain SSP
are not directly observable, estimates will be made maximising the use of observable inputs.

- 31 December 2022
4.8 Revenue recognition - determining stand-alone selling price (“SSP”) (cont’d.)
The estimation of SSP is a significant estimate as it will directly determine the amount of revenue to be recognised up front
(sale of device) and amount of revenue to be recognised over time (telecommunication revenue). For example, a lower SSP
for mobile device will result in a lower amount of revenue recognised upfront and higher amount of revenue recognised over
the contract period.

The revenue recognised in the current financial year in relation to sale of device and telecommunication revenue is detailed
in Note 5.
4.9 Estimating the lease term – Group as a lessee

The Group determines the lease term as the non-cancellable term of the lease, together with any periods covered by an
option to extend the lease if it is reasonably certain to exercise the option, or any periods covered by an option to terminate
the lease, if it is reasonably certain not to exercise the option, within the period for which the contract is enforceable.
In determining the lease term, the Group considers all facts and circumstances that create an economic incentive to exercise
an extension option, or not to exercise a termination option. For example, for leases of certain telecommunication network
sites, if the Group expects to use significant non-removable leasehold improvements beyond the date on which the lease
can be terminated, the existence of those leasehold improvements may indicate that the Group might incur a more than
insignificant penalty if it terminates the lease.
For leases of telecommunication network sites, other factors to consider in assessing the lease term include the technology
development and potential changes in business models.
The Group reassesses the lease term upon the occurrence of a significant event or change in circumstances that is within the
control of the Group and affects whether the Group is reasonably certain to exercise an option not previously included in the
determination of lease term, or not to exercise an option previously included in the determination of lease term. A revision in
lease term results in remeasurement of the lease liabilities.
Based on the assessment of these factors, the lease term for the Group's leases relating to telecommunication network sites
will normally be within a range of 1 to 30 years.
4.10 Estimating the incremental borrowing rate for leases

In measuring its lease liabilities, the Group has used its incremental borrowing rate (“IBR”) to present value the future lease
payments, as the interest rate implicit in the lease cannot be readily determined.
The IBR is the rate of interest that a lessee would have to pay to borrow over a similar term, and with a similar security, the
funds necessary to obtain an asset of a similar value to the right-of-use asset in a similar economic environment.
To determine the IBR for its leases, the Group makes adjustments to the existing rates received from financial institutions,
taking into consideration the lease term and leased assets. The Group also considers changes in the financing condition since
the last offered rates from the financing institutions.
The carrying amount of lease liabilities is disclosed in Note 13.


- 31 December 2022
4.11 Fair valuation of derivative financial instruments
Derivative financial instruments are carried on the statements of financial position at fair value, with changes in fair value
reflected in the statement of comprehensive income.
Fair values are estimated by reference in part to published price quotations and in part by using valuation techniques. The
fair value of financial instruments that are not traded in an active market is determined by using valuation techniques. The
Group uses its judgement to select a variety of methods and make assumptions that are based on market conditions existing
at the end of each financial reporting period.
4.12 Legal claims and disputes across the Group
There are a number of ongoing legal claims and disputes across the Group. The accounting treatment of these matters are
based on the Group’s view of the expected outcome of these contingencies. These outcomes are assessed in consultation
with legal counsel for litigation cases and internal and external experts of the Group for matters in the ordinary course of
business. Provisions are recorded if it is probable that an outflow of economic benefits will be required to settle the obligation
and the amount can be estimated reliably.
The outcome of ongoing legal claims and disputes are dependent on future events and the Group makes estimates and
assumptions concerning these future events. The Group may be required to increase or decrease provisions for such matters
due to unanticipated events and circumstances that occur during the financial year.
The ongoing legal claims and disputes of the Group as at reporting date are disclosed in Note 38.
5. Revenue

Group Company
2022 2021 2022 2021
RM'000 RM'000 RM'000 RM'000
Revenue from contracts with customers (Note 5.1) 6,676,437 6,240,422 - -

Lease income (Note 5.3) 96,874 95,252 - -
Dividend income from a subsidiary - - 1,025,500 1,135,500
6,773,311 6,335,674 1,025,500 1,135,500

5.1 Disaggregation of revenue from contracts with customers

In the following table, revenue is disaggregated by major products or service lines (which also represents the Group's defined
performance obligations).
Note 2022 2021

Group RM'000 RM'000
Major products/service lines

Telecommunication revenue (a) 5,770,327 5,341,404
Sales of devices (b) 906,110 899,018
Total revenue from contracts with customers 6,676,437 6,240,422


- 31 December 2022
5. Revenue (cont’d.)

5.1 Disaggregation of revenue from contracts with customers (cont’d.)

The timing of revenue recognition for respective major products or service lines are as follows:

(a) Services transferred over time
(b) Products transferred at a point in time

5.2 Contract balances
Group
Note 2022 2021
RM'000 RM'000
Non-current assets/(liabilities)
Trade receivables 20 262,592 122,247
Contract assets 73,470 21,757
Contract liabilities (15,298) -
Current assets/(liabilities)
Trade receivables 20 1,103,073 437,374
Contract assets 148,325 51,127
Contract liabilities (571,314) (346,088)

Contract assets primarily relate to rights to consideration for mobile devices transferred to subscribers but not billed at the
reporting date. Contract assets are transferred to receivables when the rights become unconditional. As at 31 December
2022, the Group has contract assets of RM221.8 million (2021: RM72.9 million) which is net of an allowance for expected
credit losses of RM22.3 million (2021: RM4.5 million).
Contract liabilities mainly relate to advance consideration received from subscribers at inception of contracts, for which
revenue is only recognised upon rendering of telecommunication service.
All contract liabilities at the beginning of the financial year have been recognised as revenue in the current financial year.
The acquisition of subsidiaries resulted in an increase in trade receivables, contract assets and contract liabilities of RM1.8
billion, RM123.2 million and RM262.1 million, respectively in 2022 (2021 : RM Nil).
5.3 Group as a lessor

The Group has entered into operating leases on certain network telecommunication sites. These leases have lease terms
between one to seven years (2021: one to six years). Lease income recognised by the Group during the financial year is
RM96.9 million (2021: RM95.3 million).

- 31 December 2022
5. Revenue (cont’d.)

5.3 Group as a lessor (cont’d.)
The future minimum rentals receivable under non-cancellable operating leases are as follows:

2022 2021
RM'000 RM'000
Within one financial year 66,258 85,967

After one financial year but not more than five financial years 150,665 182,956
More than five financial years 20,867 24,431
237,790 293,354
6. Finance costs

Group Company
Note 2022 2021 2022 2021
RM'000 RM'000 RM'000 RM'000
Interest expense on:

- Loans and borrowings 108,509 85,306 145 -
- Others 11,310 8,822 - -
Unwinding of discount:
- Lease liabilities 13 132,684 112,269 - -
- Site decommissioning and restoration
costs 25.1 4,195 3,825 - -
Net change in fair value of derivative

financial instruments:
- Interest rate swaps 25,865 35,363 - -
282,563 245,585 145 -


- 31 December 2022
7. Profit before tax and zakat

Profit before tax and zakat is derived after deducting/(crediting):

Group Company
Note 2022 2021 2022 2021
RM'000 RM'000 RM'000 RM'000
Allowance for expected credit losses on

trade receivables, other receivables,
deposits and contract assets 34.2 79,523 54,506 - -
Depreciation 1,412,058 1,180,305 - -
- property, plant and equipment 11 837,330 697,383 - -
- ROU asset 13 574,728 482,922 - -
Amortisation of:
- intangible assets 12 97,334 83,160 - -
- contract cost 14 90,639 83,439 - -
Auditors' remuneration:
- statutory audit
- auditors of the Company
(Ernst & Young PLT) 1,451 558 836 37
- other auditors 107 - - -
- other services
- auditors of the Company
(Ernst & Young PLT) 7(a) 798 1,086 603 832
- Ernst & Young PLT affliated firms 1,020 - - -
Staff expenses 7(b) 314,297 244,569 - -
Non-executive directors' remuneration
excluding benefits-in-kind 7(c) 1,047 893 1,018 89
Transmission facilities services 237,620 188,848 - -
Inventories written down/(back) 3,995 (1,141) - -
Rental of land and buildings 79,029 36,614 - -
Rental of equipment and others 30,260 25,204 - -
Realised foreign exchange loss/(gain) 1,907 (469) - -
Unrealised foreign exchange loss/(gain) 1,313 (1,435) - -
Fair value loss/(gain) on foreign currency
forward contracts 457 (211) - -
Loss on disposal of property, plant and
equipment 26,306 13,681 - -
Loss on disposal of intangible assets - 2,012 - -
Gain on termination of leases (716) (384) - -
Loss on lease modification 1,794 - - -
Write-off of property, plant and equipment 240 1,041 - -

- 31 December 2022
7. Profit before tax and zakat (cont’d.)

Profit before tax and zakat is derived after deducting/(crediting): (cont’d.)

Group Company
Note 2022 2021 2022 2021
RM'000 RM'000 RM'000 RM'000
Write-off of intangible asset 8,781 - - -

Bad debts recovered (27,063) (21,946) - -
Waiver of debt - - (6,620) (3,493)
Interest income from deposits with licensed
banks (10,261) (8,600) (220) (70)
Unwinding of significant financing
component of revenue contracts with
deferred payment scheme (23,821) (21,941) - -
(a) Fees for other services were incurred in connection with reporting accountant services, performance of agreed upon
procedures and regulatory compliance reporting.
(b) Staff expenses incurred by the Group net of capitalisation of employee benefits expense in property, plant and equipment
during the financial year comprise:
Group
Note 2022 2021
RM'000 RM'000
Salaries and bonuses 249,927 195,411

Defined contribution plan 35,780 30,117
Defined benefit plan 25.1 67 67
Share-based payment 1,155 1,357
Other staff related expenses 27,368 17,617
314,297 244,569


- 31 December 2022
7. Profit before tax and zakat (cont'd.)
(c) Non-executive directors’ remuneration during the financial year comprises:

Group Company
2022 2021 2022 2021
RM'000 RM'000 RM'000 RM'000
Non-executive:
Fees 1,047 893 1,018 89
Benefits-in-kind 12 10 12 -
Total 1,059 903 1,030 89
The number of non-executive directors of the Company whose total remuneration during the financial year falls within the
following band is analysed below:

Number of directors
Non-executive directors: 2022 2021
Nil 6 4
RM1 - RM50,000 4 -
RM50,001 - RM100,000 - -
RM100,001 - RM150,000 - 1
RM150,001 - RM200,000 - 1
RM200,001 - RM250,000 - -
RM250,001 - RM300,000 3 1
RM300,001 - RM350,000 - 1

(d) During the financial year, the Group incurred stamp duty, professional and legal expenses in relation to the acquisition of
subsidiaries amounting to RM141.4 million which are one-off in nature. Please refer to Note 15 for further details on the
acquisition of subsidiaries.

- 31 December 2022
8. Taxation and zakat

Major components of income tax expense

The major components of income tax expense for the financial years ended 31 December 2022 and 2021 are:
Group Company
2022 2021 2022 2021
RM'000 RM'000 RM'000 RM'000
Statements of comprehensive income:

Current income tax:
- Malaysian income tax 470,432 366,046 51 19
- Over provision in prior financial years (36,193) (47,366) (3) -
Total current income tax 434,239 318,680 48 19
Deferred taxation (Note 24):

- Relating to origination and reversal of temporary
differences (3,705) 6,101 - -
- Under provision in prior financial years 22,805 27,999 - -
Total deferred tax 19,100 34,100 - -
Total taxation 453,339 352,780 48 19
Zakat 1,349 - - -
Taxation and zakat 454,688 352,780 48 19
Reconciliations of income tax expense/rate applicable to profit before tax and zakat at the statutory income tax rate to income tax
expense/rate at the effective income tax rate of the Group and of the Company are as follows:
2022 2021
Group % RM'000 % RM'000
Profit before tax and zakat 1,218,357 1,514,885

Taxation at Malaysian statutory tax rate 24.0 292,406 24.0 363,572
Effect of different tax rate (1)
11.2 136,415 (1.1) (16,687)
Effect of expenses not deductible for tax purposes 3.4 41,214 1.7 25,262
Effect of income not subject to tax (0.3) (3,308) - -
Over provision of income tax expense in prior financial years (3.0) (36,193) (3.1) (47,366)
Under provision of deferred tax expense in prior financial years 1.9 22,805 1.8 27,999
Effective tax rate/income tax expense recognised in profit or loss 37.2 453,339 23.3 352,780
Zakat expenses 1,349 -
Taxation and Zakat 454,688 352,780

(1) Effect of different tax rate arising from the one-off tax measure proposed by the Government of Malaysia in Budget 2022, whereby chargeable income above the RM100
million mark will be taxed at a rate of 33%, instead of 24% for the year of assessment 2022.

- 31 December 2022
8. Taxation and zakat (cont’d.)

Reconciliations of income tax expense/rate applicable to profit before tax and zakat at the statutory income tax rate to income tax
expense/rate at the effective income tax rate of the Group and of the Company are as follows: (cont’d.)
2022 2021
Company % RM'000 % RM'000
Profit before tax and zakat 1,010,924 1,132,437

Taxation at Malaysian statutory tax rate 24.0 242,622 24.0 271,785
Income not subject to tax (24.0) (242,574) (24.0) (271,766)
Effective tax rate/income tax expense recognised in
profit or loss 0.0 48 0.0 19

Domestic current income tax is calculated at the Malaysian statutory tax rate of 24% (2021: 24%) of the estimated taxable profit
for the financial year.
9. Earnings per share

Earnings per share is calculated by dividing profit for the financial year, net of tax, attributable to owners of the Company by the
weighted average number of ordinary shares in issue during the financial year.
Group
2022 2021
Profit attributable to owners of the Company (RM'000) 763,497 1,162,105

Weighted average number of ordinary shares in issue ('000) 8,121,872 7,775,000
Basic earnings per share (sen) 9.4 14.9

Diluted earnings per share is not presented as there were no potential dilutive ordinary shares during the financial year.

- 31 December 2022
10. Dividends

Group/Company
2022 2021
RM'000 RM'000
Recognised during the financial year:

Dividends on ordinary shares:
Fourth interim single-tier dividend (2021: 3.9 sen; 2020: 3.6 sen) 303,225 279,900
First interim single-tier dividend (2022: 2.9 sen; 2021: 3.4 sen) 225,475 264,350
Second interim single-tier dividend (2022: 2.8 sen; 2021: 3.6 sen) 217,700 279,900
Third interim single-tier dividend (2022: 3.4 sen; 2021: 4.0 sen) 264,350 311,000
1,010,750 1,135,150
Group/Company
2022 2021
RM'000 RM'000
Interim dividend declared subsequent to the reporting date (not recognised as a liability as
at 31 December):
Dividends on ordinary shares:
Fourth interim single-tier dividend (2022: 3.1 sen; 2021: 3.9 sen) 363,677 303,225

The board of directors had on 24 February 2023, declared a fourth interim single-tier dividend of 3.1 sen per ordinary share in
respect of the financial year ended 31 December 2022 amounting to RM363.7 million. The financial statements for the current
financial year do not reflect this fourth interim dividend. Such dividend, will be accounted for in equity as an appropriation of
retained earnings in the financial year ending 31 December 2023.

- 31 December 2022
11. Property, plant and equipment
Tele-
Furniture communi- Capital
Freehold Freehold Motor Computer and cations work-in-
land buildings vehicles systems fittings network progress Total
Group RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
Cost
At 1 January 2022 29,067 143,903 24,469 254,896 200,668 7,163,811 163,997 7,980,811
Acquisition of subsidiaries
(Note 15) 17,135 41,468 - 126,482 14,486 3,301,259 128,316 3,629,146
Additions - - - 26 - 125,512 657,445 782,983
Disposals - - (5,497) (134,034) (82,275) (334,780) - (556,586)
Write offs - - - (185) (28) (23,053) (52) (23,318)
Transfers - - - 4,361 5,187 529,369 (538,917) -
At 31 December 2022 46,202 185,371 18,972 251,546 138,038 10,762,118 410,789 11,813,036
Accumulated depreciation and

impairment losses
At 1 January 2022 - 35,671 23,249 196,717 174,219 4,687,280 - 5,117,136
Depreciation expenses for the
financial year (Note 7) - 2,931 526 24,208 17,448 792,217 - 837,330
Disposals - - (5,497) (134,034) (82,260) (305,409) - (527,200)
Write offs - - - (11) (28) (23,039) - (23,078)
At 31 December 2022 - 38,602 18,278 86,880 109,379 5,151,049 - 5,404,188
Net carrying amount

At 31 December 2022 46,202 146,769 694 164,666 28,659 5,611,069 410,789 6,408,848

- 31 December 2022
11. Property, plant and equipment (cont’d.)
Tele-
Furniture communi- Capital
Freehold Freehold Motor Computer and cations work-in-
land buildings vehicles systems fittings network progress Total
Group (cont’d.) RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
Cost
At 1 January 2021 29,067 143,903 24,007 228,331 194,885 6,664,181 170,267 7,454,641
Additions - - - - 2 46,526 647,222 693,750
Disposals - - - (7) (2,247) (148,424) - (150,678)
Write offs - - - - (25) (15,836) (1,041) (16,902)
Transfers - - 462 26,572 8,053 617,364 (652,451) -
At 31 December 2021 29,067 143,903 24,469 254,896 200,668 7,163,811 163,997 7,980,811
Accumulated depreciation
At 1 January 2021 - 32,850 22,176 175,730 157,053 4,183,689 - 4,571,498
Depreciation expenses for the
financial year (Note 7) - 2,821 1,073 20,991 19,400 653,098 - 697,383
Disposals - - - (4) (2,209) (133,671) - (135,884)
Write offs - - - - (25) (15,836) - (15,861)
At 31 December 2021 - 35,671 23,249 196,717 174,219 4,687,280 - 5,117,136
Net carrying amount

At 31 December 2021 29,067 108,232 1,220 58,179 26,449 2,476,531 163,997 2,863,675

(a) The Group acquired property, plant and equipment with an aggregate cost of RM783.0 million (2021: RM693.8 million) of
which RM58.9 million (2021: RM11.9 million) relates to the provision for site decommissioning and restoration costs, as
disclosed in Note 25.1.
(b) Government grants of RM292.0 million (2021: RM230.8 million) relating to additions of qualifying property, plant and
equipment, were deducted before arriving at the cost of property, plant and equipment during the financial year ended 31
December 2022.
(c) The freehold building of one of the subsidiaries of RM3.5 million (2021: RM Nil) have been pledged to a licensed bank as
security for banking facilities granted to the Company as disclosed in Note 23.

- 31 December 2022
12. Intangible assets

Computer Customer
software relationship Trademark Goodwill Total
RM’000 RM’000 RM’000 RM’000 RM’000
Group (Note a) (Note b) (Note c) (Note d)
Cost
At 1 January 2022 846,476 - - - 846,476
Acquisition of subsidiaries (Note 15) 71,076 1,149,877 1,759,421 15,372,384 18,352,758
Additions 164,027 - - - 164,027
Write offs (334,637) - - - (334,637)
At 31 December 2022 746,942 1,149,877 1,759,421 15,372,384 19,028,624
Accumulated amortisation
At 1 January 2022 562,419 - - - 562,419
Amortisation expenses for the the
financial year (Note 7) 87,811 9,523 - - 97,334
Write offs (325,856) - - - (325,856)
At 31 December 2022 324,374 9,523 - - 333,897
Net carrying amount

At 31 December 2022 422,568 1,140,354 1,759,421 15,372,384 18,694,727

- 31 December 2022
12. Intangible assets (cont’d.)

Computer
software
and total
RM’000
Group (Note a)
Cost
At 1 January 2021 746,251
Additions 121,537
Disposals (21,300)
Write offs (12)
At 31 December 2021 846,476
Accumulated amortisation
At 1 January 2021 498,215
Amortisation expenses for the financial year (Note 7) 83,160
Disposals (18,944)
Write offs (12)
At 31 December 2021 562,419
Net carrying amount

At 31 December 2021 284,057

(a) Computer software

Included in the cost of computer software are computer software not yet available for use of RM185.2 million as at
31 December 2022 (2021: RM49.7 million).
(b) Customer relationship

Refers to the customer relationship acquired through business combination during the financial year. Customer relationship
has a finite useful life and is amortised using the straight-line method over its estimated useful life of 10 years, with remaining
amortisation period of 9.9 years.
(c) Trademark

Refers to Celcom’s trademark acquired through business combination during the financial year which has an indefinite useful
life.
(d) Goodwill

The goodwill arose from the acquisition of equity interest in Celcom Berhad (formerly known as Celcom Axiata Berhad) and
its subsidiaries during the financial year. Further information relating to the acquisition is disclosed in Note 15.

- 31 December 2022
12. Intangible assets (cont’d.)

(d) Goodwill (cont’d.)

Impairment test for goodwill and trademark

For impairment testing purpose, goodwill and trademark acquired through business combination have been allocated to
the entire telecommunication CGU. The recoverable amount of the entire telecommunication CGU is determined based on
value-in-use calculation, which use free cash flow projections for the next five financial years based on financial forecast and
projection approved by the Board of Directors.
The forecast and projection reflect management’s expectations of revenue growth, operating costs and margins based
on past experience and future outlook of the CGU. Cash flows beyond the fifth year are extrapolated in perpetuity using
estimated terminal growth rate which takes into consideration the current and projected inflation and average growth rate
for the telecommunication industry in Malaysia.
The discount rate applied to the cash flow forecast represents the current market assessment of the risks specific to the
CGU, taking into consideration the time value of money and individual risks of the underlying assets that have not been
incorporated in the cash flow estimates.
The following assumptions have been applied in the VIU calculation:

Revenue growth rates 1.5% to 2.4%
Terminal growth rate 1.5%
Pre-tax discount rate 9.8%

Based on the assessment above, the goodwill and trademark are not impaired as the recoverable amount of the CGU exceeds
the carrying amounts included in the financial statements.
Sensitivity to changes in key assumptions

The management believes that there are no reasonably possible change in any of the above key assumptions which would
cause the carrying amounts of the goodwill and trademark to materially exceed the recoverable amounts.

- 31 December 2022
13. Right of use assets

Group as a lessee

Tele-
communi- Stores,
Leasehold cations Trans- Spectrum office
land and network mission band- buildings
buildings sites facilities widths and kiosks Total
RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
Carrying amount
At 1 January 2022 18,914 1,506,618 4,792 1,290,850 7,546 2,828,720

Acquisition of subsidiaries (Note 15) 408,880 2,633,410 - 1,650,135 79,262 4,771,687
Additions - 238,400 - 109,947 11,417 359,764
Depreciation expense for the financial
year (Note 7) (2,282) (425,293) (2,755) (136,167) (8,231) (574,728)
Lease modification - - - (28,581) - (28,581)
Termination - (103,721) - - - (103,721)
At 31 December 2022 425,512 3,849,414 2,037 2,886,184 89,994 7,253,141
At 1 January 2021 19,275 1,588,426 6,389 1,407,030 10,758 3,031,878

Additions - 267,306 1,911 14,803 4,855 288,875
Depreciation expense for the financial
year (Note 7) (361) (340,417) (3,094) (130,983) (8,067) (482,922)
Termination - (8,697) (414) - - (9,111)
At 31 December 2021 18,914 1,506,618 4,792 1,290,850 7,546 2,828,720
The Group’s lease arrangements are mainly in relation to telecommunication network sites, transmission faciltlies and spectrum
bandwidths which are used to support the Group’s telecommunication operations. The lease arrangements generally do not allow
for subleasing of the leased asset, unless there is a contractual right for the Group to sublet the lease asset to another party.
The Group also has certain leases with lease terms of 12 months or less and leases that have been determined to be low value. The
Group applies the ‘short-term lease’ and ‘lease of low-value assets’ recognition exemption for these leases.

- 31 December 2022
13. Right of use assets (cont’d.)

Group as a lessee (cont’d.)

Set out below are the carrying amounts of lease liabilities (included under interest-bearing loans and borrowings) and the
movements during the financial year:
Group
Note 2022 2021
RM’000 RM’000
At 1 January 2,458,860 2,580,895

Additions 359,764 288,875
Acquisition of subsidiaries 3,808,393 -
Unwinding of discount 6 132,684 112,269
Lease modification (26,787) -
Payments (618,009) (513,684)
Termination (104,437) (9,495)
At 31 December 6,010,468 2,458,860
Analysed as:
Current 23 1,012,307 448,421
Non-current 23 4,998,161 2,010,439
6,010,468 2,458,860

The maturity analysis of lease liabilities are disclosed in Note 34.4.
The following are amounts recognised in profit or loss:

Group
2022 2021
RM’000 RM’000
Depreciation expense of right of use assets 574,728 482,922

Interest expense on lease liabilties (Note 6) 132,684 112,269
Expenses included in sales and marketing expenses:
- short-term leases 4,557 4,565
Rental expenses presented separately on statement of comprehensive income:
- short-term leases 104,491 57,110
- leases of low value assets 241 143
816,701 657,009

The Group has total cash outflow for leases amounting to RM666.4 million (2021: RM515.5 million).

- 31 December 2022
14. Contract costs

Group
2022 2021
RM’000 RM’000
Capitalised costs, net of amortisation 112,102 71,687

Amortisation recognised in operating expenses (Note 7) 90,639 83,439

15. Investments in subsidiaries

Company
2022 2021
RM’000 RM’000
Unquoted shares at cost

At 31 December 19,121,561 773,361
Details of the subsidiaries are as follows:
Percentage of Country of
Name of company ownership interest incorporation Principal activities
2022 2021
(%) (%)
Celcom Berhad (formerly known as 100 - Malaysia Provision of mobile telecommunications

Celcom Axiata Berhad)*^ services and network transmission-
related services
Digi Telecommunications Sdn. Bhd. 100 100 Malaysia Establishment, maintenance and provision
(“DTSB”) of telecommunications and related
services
InfraNation Sdn. Bhd. 100 100 Malaysia Provision of telecommunication
infrastructure services
Subsidiaries held through Celcom
Berhad (formerly known as Celcom
Axiata Berhad)
Celcom Mobile Sdn. Bhd.*^ 100 - Malaysia Mobile communications, network and
application services and content
Celcom Networks Sdn. Bhd.*^ 100 - Malaysia Network communications, capacity and
services
Celcom Properties Sdn. Bhd.*^ 100 - Malaysia Property investment
Celcom Escape Sdn. Bhd. (formerly 100 - Malaysia Dormant
known as Escape Axiata Sdn. Bhd.)*^
Celcom Retail Holding Sdn. Bhd.*^ 100 - Malaysia Strategic and business development,
management, administrative support
services and investment holding
Celcom Intelligence Sdn. Bhd.*^ 100 - Malaysia Dormant

- 31 December 2022
15. Investments in subsidiaries (cont’d.)

Percentage of Country of
Name of company ownership interest incorporation Principal activities
2022 2021
(%) (%)
Subsidiaries held through Celcom

Berhad (formerly known as Celcom
Axiata Berhad) (cont’d.)
Celcom Timur (Sabah) Sdn. Bhd.*^ 80 - Malaysia Fibre optic transmission network
Celcom eCommerce Sdn. Bhd.*^ 100 - Malaysia Dormant
Celcom Resources Berhad*^ 100 - Malaysia Investment holding
Infront Consulting Group (M) Sdn. 60 - Malaysia Business management and integration
Bhd.*^ system
Bridgenet Solutions Sdn. Bhd.*^ 51 - Malaysia Cybersecurity, networking, information
and communication solutions
Subsidiary held through DTSB
Y3llowLabs Sdn. Bhd. 100 100 Malaysia Provision of e-commerce, digital services
and solutions
Subsidiary held through Celcom
Resources Berhad
Celcom Trading Sdn. Bhd.*^ 100 - Malaysia Dealings in marketable securities
Subsidiary held through Celcom
Retail holding Sdn. Bhd.
Celcom Retail Sdn. Bhd.*^ 100 - Malaysia Trading and distribution of communication
devices and related products and
managing retail stores
Subsidiary held through Infront
Consulting Group (M) Sdn. Bhd.
Infront Consulting Group (S) Pte Ltd*^ 69 - Singapore Software consultancy services
* Audited by firm of auditors other than Ernst & Young PLT

^ Subsidiary acquired during the financial year

The non-controlling interests of the Group for the financial year are regarded as not material in the view of the Directors and
therefore the related disclosures are not included.

- 31 December 2022

Acquisition of Celcom Berhad (formerly known as Celcom Axiata Berhad)

On 30 November 2022, the Company had acquired 1,237,534,681 ordinary shares in Celcom Berhad, representing 100% of the
equity interest in Celcom Berhad, for a total consideration of RM18.3 billion comprising share consideration of RM15.8 billion
and cash consideration of RM2.5 billion which is subject to finalisation under the terms of the Share Purchase Agreement dated
21 June 2021.
Celcom Group is one of the key players in the telecommunication industry in Malaysia. The acquisition of Celcom Group is expected
to combine the scale, experience, competencies and financial strength of two well-established telecommunication operators in
Malaysia, which will enable the enlarged Group to better manage rapidly escalating data usage coupled with continued pressure
on revenue and profitability.
The Group has elected to measure the non-controlling interests in the acquiree at fair value.

Assets acquired and liabilities assumed

The fair values of the identifiable assets and liabilities of Celcom Berhad as at the date of acquisition were:
Fair value
recognised on
acquisition
Assets RM’000
Property, plant and equipment 3,629,146

Intangible assets 2,980,374
Right of use assets 4,771,687
Investment in an associate 139,943
Deferred tax assets 110,688
Trade and other receivables 1,794,605
Contract costs 32,522
Contract assets 123,158
Derivative financial instruments 43,342
Inventories 84,820
Other investment 22
Tax recoverable 119,783
Cash and short-term deposits 922,154
Total assets 14,752,244

- 31 December 2022

Acquisition of Celcom Berhad (formerly known as Celcom Axiata Berhad) (cont’d.)

Assets acquired and liabilities assumed (cont’d.)

The fair values of the identifiable assets and liabilities of Celcom Berhad as at the date of acquisition were: (cont’d.)
Fair value
recognised on
acquisition
RM’000
Liabilities
Loans and borrowings (7,847,789)
Deferred tax liabilities (1,403,104)
Other liabilities (172,371)
Trade and other payables (2,013,391)
Contract liabilities (262,149)
Income tax payable (28,320)
Total liabilities (11,727,124)
Total identifiable net assets at fair value 3,025,120

Non-controlling interest measured at fair value (102,572)
Goodwill arising on acquisition 15,372,384
Purchase consideration 18,294,932
The fair value of the trade and other receivables amounted to RM1.8 billion. The gross amount of trade and other receivables is
RM2.4 billion and it is expected that the full contractual amounts can be collected.
The Group measured the acquired lease liabilities using the present value of the remaining lease payments at the date of acquisition.
The right-of-use assets were measured at an amount equal to the lease liabilities and adjusted to reflect the favourable terms of
the lease relative to market terms.
The goodwill of RM15.4 billion relates to expected synergies arising from the acquisition. Any changes to the purchase consideration
and the fair values of the identifiable net assets acquired will require adjustments to the goodwill in the financial year ending
31 December 2023, as permitted under MFRS 3. None of the goodwill recognised is expected to be deductible for income tax
purposes.
From the date of acquisition, Celcom Berhad contributed RM564.0 million of revenue and loss of RM71.0 million to profit after tax
from operations of the Group. If the combination had taken place at the beginning of the financial year, revenue from operations
would have been RM12.9 billion and profit after tax from operations for the Group would have been RM2.1 billion.

- 31 December 2022

Acquisition of Celcom Berhad (formerly known as Celcom Axiata Berhad) (cont’d.)

Assets acquired and liabilities assumed (cont’d.)
RM’000
Purchase consideration
Shares issued, at fair value 15,826,032
Cash consideration 2,468,900
Total purchase consideration 18,294,932
The effect of the acquisition on cash flows is as follows:

Cash consideration (2,468,900)
Cash and cash equivalents of subsidiaries acquired 922,154
Net cash outflow on the acquisition (1,546,746)
The Company issued 3,956,507,988 ordinary shares as part of the consideration for the 100% equity interest in Celcom Berhad.
The fair value of the shares is calculated with reference to the quoted price of the shares of the Company at the date of acquisition,
which was RM4.00 per share. The fair value of the share consideration given was therefore RM15.8 billion.
The purchase price allocation was based upon a preliminary valuation, and the estimates and assumptions used are subject to
change within the one-year measurement period as permitted under MFRS 3.
16. Investment in a joint venture

Group
2022 2021
RM’000 RM’000
In Malaysia:
Unquoted shares, at cost - -

Details of the joint venture incorporated in Malaysia are as follows:
Percentage of
Name of company ownership interest Principal activities
2022 2021
(%) (%)
Joint venture held through Celcom Mobile Sdn. Bhd.

Tune Talk Sdn. Bhd.^ 35 - Mobile communications services

^ Acquired during the financial year


- 31 December 2022
16. Investment in a joint venture (cont’d.)

The Group’s share of losses in investment in Tune Talk Sdn. Bhd. not recognised:

Group
2022 2021
RM’000 RM’000
Share capital 15,000 -

Accumulated losses (33,000) -
Net liabilities (18,000) -
Share of net liabilities not recognised (6,300) -
Share of current financial year profit not recognised 9,025 -

The Group has not recognised share of losses related to Tune Talk Sdn. Bhd. beyond its investment of RM5.25 million since the
Group has no obligation in respect of these losses and the carrying value of the investment is Nil.
17. Investment in an associate

Group
2022 2021
RM’000 RM’000
In Malaysia:
Unquoted shares, at cost 139,943 -

Details of the associate incorporated in Malaysia are as follows:

Percentage of
Name of company ownership interest Principal activities
2022 2021
(%) (%)
Associate held through Celcom Berhad (formerly

known as Celcom Axiata Berhad)
Sacofa Sdn. Bhd.^ 15.12 - Telecommunications infrastructure and
services company including all its related
businesses

^ Acquired during the financial year


- 31 December 2022
17. Investment in an associate (cont’d.)

The summarised financial information of the associate, not adjusted for the proportion of ownership interest held by the Group,
for the financial year ended 31 December is as follows:
Group
2022 2021
RM’000 RM’000
Assets and liabilities

Non-current assets 683,511 -
Current assets 527,519 -
Current liabilities (156,355) -
Non-current liabilities (129,129) -
Net assets 925,546 -
Group’s share of net assets 139,943 -

The Group has not recognised the share of results of Sacofa Sdn. Bhd. for the financial year, as it is regarded as not material in the
view of the directors.

18. Other investments
Group
2022 2021
RM’000 RM’000
Non-current
Financial asset at fair value through OCI
Unquoted shares 78 78

The investment was previously made in relation to a programme initiated by the Group to fund new digital start-ups in
Malaysia.
Group
2022 2021
RM’000 RM’000
Current
Financial asset at fair value through profit or loss
Quoted shares, at cost, representing assets acquired via acquisition of subsidiaries 22 -

During the financial year, the Group completed the subscription of quoted shares. Fair values of these instruments are determined
by reference to published price quotations in an active market.

- 31 December 2022
19. Inventories

Group
2022 2021
RM’000 RM’000
Merchandise:
At cost 76,473 102,785
At net realisable value 87,885 13,783
164,358 116,568

During the financial year, the amount of inventories recognised as an expense in cost of materials of the Group was RM992.1
million (2021: RM971.0 million).

20. Trade and other receivables

Group Company
2022 2021 2022 2021
RM’000 RM’000 RM’000 RM’000
Non-current
Trade receivables (Note 20.1) 262,592 122,247 - -
Deposits and prepayments (Note 20.2) 484,135 198,615 - -
746,727 320,862 - -
Allowance for expected credit loss on trade receivables
(Note 34.2) (25,485) - - -
Allowance for expected credit loss on deposits
(Note 34.2) (78,482) - - -
642,760 320,862 - -
Current
Trade receivables (Note 20.1) 1,310,086 466,414 - -
Other receivables 1,317,132 408,560 - -
Deposits and prepayments (Note 20.2) 515,664 204,458 5 5
Amount owing by subsidiaries (Note 20.3) - - 47,112 -
3,142,882 1,079,432 47,117 5
Allowance for expected credit loss on trade receivables
(Note 34.2) (207,013) (29,040) - -
Allowance for expected credit loss on other receivables
(Note 34.2) (415,699) - - -
Allowance for expected credit loss on deposits
(Note 34.2) (96,168) - - -
2,424,002 1,050,392 47,117 5
Total trade and other receivables 3,066,762 1,371,254 47,117 5


- 31 December 2022
20. Trade and other receivables (cont’d.)

20.1 Trade receivables

The Group’s trade receivables include receivables on deferred payment schemes amounting to RM402.6 million (2021:
RM257.8 million), which allows eligible customers on bundled packages to make payment for mobile devices over a 24
month period.
Apart from the deferred payment scheme receivables, the Group’s trade receivables are non-interest bearing, and are
subject to normal trade credit terms ranging from 30 to 45 days (2021: 30 to 45 days). They are recognised at their original
invoice amounts which represent their fair value on initial recognition.
20.2 Deposits and prepayments

Included in deposits and prepayments are non-current and current prepayments which are advances to a network facility
provider (“NFP”) of RM424.6 million (2021: RM126.1 million) for provision of connectivity services for a period of 10 years
and non-current and current deposits given to local city councils of RM140.8 million (2021: RM103.8 million) for public
infrastructure works which are refundable upon completion.
20.3 Amount owing by subsidiaries

Amounts owing by subsidiaries are unsecured, interest bearing and repayable on demand.
20.4 Foreign currency exposures

As at 31 December 2022, the Group’s trade receivables balances included exposure to foreign currency denominated in
United States Dollar (“USD”) and Special Drawing Rights (“SDR”) amounting to RM40.4 million (2021: RM5.2 million) and
RM32.0 million (2021: RM22.5 million) respectively.
21. Derivative financial assets/(liabilities)

Group
Note 2022 2021
RM’000 RM’000
Non-hedging derivative financial assets/(liabilities)

Non-current
- Convertible warrants in an associate 21.1 43,342 -
- Interest rate swaps 21.2 (2,024) 26,365
Current
- Foreign currency forward contracts 21.3 (640) (183)

- 31 December 2022
21. Derivative financial assets/(liabilities) (cont’d.)

21.1 Convertible warrants in an associate

The warrants issued by Sacofa Sdn Bhd (Sacofa) are constituted under the deed poll dated 28 January 2009. Under the deed
poll, a total 64,171,634 warrants had been issued to the shareholders on the entitlement basis of one (1) free warrant for
every one (1) existing Sacofa ordinary share. The Group were issued 12,834,327 warrants, in equivalent to the number of
Sacofa’s ordinary share held by the Group.
Counterparty Underlying number of shares Period Strike Price
Sacofa 12,834,327 28 Jan 2009 - 25 Jan 2025 RM1.50/share + any

adjustments

In prior financial year, the exercise period of the warrants was extended for another three (3) years from 25 January 2022 to
25 January 2025.
21.2 Interest rate swaps
Notional (Liabilities)/
value Fair value assets
RM’000 RM’000 RM’000
Interest rate swaps:

- 2022 775,000 772,976 (2,024)
- 2021 1,075,000 1,101,365 26,365

Interest rate swaps are used to manage appropriate fair value change exposure within the Group. The Group entered into
interest rate swaps to hedge the fair value risk in relation to the fixed interest rates of the Sukuk, as disclosed in Note 23 with
notional principal amounts of RM775.0 million (2021: RM1,075.0 million).
The interest rate swaps entitle the Group to receive interest semi-annually at fixed rates ranging from 4% to 5% per annum,
and in return, pays interest quarterly at Kuala Lumpur Interbank Offer Rate (“KLIBOR”) plus a spread with a weighted average
rate of 3% (2021: 3%). The swaps mature at varying dates based on the maturity of different tranches of the Sukuk.

21.3 Foreign currency forward contracts

Contract
value in
foreign Notional
currency value Fair value Liabilities
USD’000 RM’000 RM’000 RM’000
Foreign currency forward contracts:

- 2022 7,400 33,289 32,649 (640)
- 2021 9,400 39,499 39,316 (183)

The Group uses foreign currency forward contracts to minimise its exposure to foreign currency risks as a result of
transactions denominated in currencies other than its functional currency, arising from the normal business activities.
Foreign currency forward contracts are used to hedge certain payables denominated in USD for which firm commitments
existed at the reporting date, extending to January and March 2023.

- 31 December 2022
21. Derivative financial assets/(liabilities) (cont’d.)

21.3 Foreign currency forward contracts (cont’d.)
The foreign currency forward contracts and interest rate swap are not designated as cash flow hedges and are entered into
for periods consistent with foreign currency exposure and fair value changes exposure. Any gains or losses arising from
changes in the fair value of derivatives are recognised directly in profit or loss.
The method and assumptions applied in determining the fair values of the derivatives above are disclosed in Note
34.6(b).

22. Cash and short-term deposits

Group Company
2022 2021 2022 2021
RM’000 RM’000 RM’000 RM’000
Cash and bank balances 1,021,377 76,927 4,072 670

Deposits with licensed banks 199,421 127,600 - -
Total cash and short-term deposits 1,220,798 204,527 4,072 670
Represented by:
Cash and cash equivalents 1,218,292 204,527 4,072 670
Restricted cash and cash equivalents 2,506 - - -
Total cash and short-term deposits 1,220,798 204,527 4,072 670

Cash and cash equivalents include cash on hand and at banks and deposits with financial institutions. For the purpose of the
statements of cash flows, cash and cash equivalents are net of outstanding bank overdrafts, if any.
The Group’s cash and cash equivalents included amounts of foreign currency denominated in USD totalling RM16.0 million (2021:
RM2.9 million) at the reporting date.
Cash at banks earns interest at floating rates based on daily bank deposit rates. The weighted average effective interest rates of
deposits at the reporting date are as follows:
Group
2022 2021
% %
Deposits with licensed banks 3 2

The deposits with licensed banks of the Group will mature within one month (2021: one month) from the end of the reporting
date.
Included in the deposits with licensed banks of the Group at the reporting date is an amount of RM2.5 million (2021: Nil) which has
been pledged as security for banking facilities granted to one of the subsidiaries as disclosed in Note 23.

- 31 December 2022
23. Loans and borrowings

Group Company
Note 2022 2021 2022 2021
RM’000 RM’000 RM’000 RM’000
Non-current
Secured:
Floating-rate term loans 23.1 1,861 - - -
Fixed-rate term financing 23.1 444 - - -
2,305 - - -
Unsecured:
Floating-rate term loans 612,500 107,522 - -
Floating-rate term financing-i 1,887,077 219,128 - -
Loan from a subsidiary 23.3 - - 2,422,645 -
Sukuk 23.4 3,247,876 1,498,765 - -
Lease liabilities 13 4,998,161 2,010,439 - -
10,745,614 3,835,854 2,422,645 -
10,747,919 3,835,854 2,422,645 -
Current
Secured:
Floating-rate term loans 23.1 157 - - -
Fixed-rate term financing 23.1 203 - - -
Bankers’ acceptances 23.2 2,514 - - -
2,874 - - -
Unsecured:
Floating-rate term loans 199,107 225,000 - -
Floating-rate term financing-i 75,000 150,000 - -
Fixed-rate term financing-i 2,400,000 - - -
Loan from a subsidiary 23.3 - - 87,500 -
Sukuk 23.4 - 300,000 - -
Floating-rate revolving credit-i 450,000 - - -
Lease liabilities 13 1,012,307 448,421 - -
4,136,414 1,123,421 87,500 -
4,139,288 1,123,421 87,500 -
Total loans and borrowings 14,887,207 4,959,275 2,510,145 -


- 31 December 2022
23. Loans and borrowings (cont’d.)

The weighted average effective interest/profit rates at the reporting date for borrowings and debt securities are as follows:
Group
2022 2021
% %
Floating-rate term loans and term financing-i 4 3

Sukuk 5 4
Fixed-rate term financing and term financing-i 3 -
Floating-rate revolving credit-i 4 -
Banker’s acceptance 5 -
Lease liabilities 4-5 5

The above borrowings and debt securities are denominated in RM.

23.1 Floating-rate term loan and fixed-rate term financing (secured)

These facilities of the Group are secured by:

(i) a first party legal charge over a freehold building as disclosed in Note 11; and
(ii) a joint and several guarantee of certain directors of a subsidiary.

23.2 Bankers’ acceptances (secured)

The bankers’ acceptances of the Group are secured by:

(i) a Facility Agreement as Principal Instrument;
(ii) deposits with licensed banks as disclosed in Note 22;
(iii) a 70% guarantee coverage by Syarikat Jaminan Pembiayaan Perniagaan Berhad; and
(iv) a joint and several guarantee of certain directors of a subsidiary.

23.3 Loan from a subsidiary

Loan from a subsidiary bears interest at rates of 4% to 5% per annum, unsecured and is repayable by way of instalments
based on a intercompany loan agreement signed on 29 November 2022.
The first instalment of RM87.5 million is repayable on 31 December 2023 and the final instalment is repayable on
30 September 2029.
23.4 Sukuk

The Group through its wholly-owned subsidiary, DTSB, has established an Islamic medium term note programme of up to
RM5.0 billion in nominal value (“IMTN Programme”); and an Islamic commercial papers programme of up to RM1.0 billion in
nominal value (“ICP Programme”), which have a combined limit of up to RM5.0 billion in nominal value (collectively referred
to as “DTSB Sukuk”) based on the Islamic principle of Murabahah (via a Tawarruq arrangement).
The tenures of the IMTN and ICP Programmes of DTSB Sukuk are for 15 and 7 years, respectively from the date of the first
issuance.

- 31 December 2022

23.4 Sukuk (cont’d.)
As at 31 December 2022, the series of DTSB Sukuk in issue consists of:

Nominal
Tranche Tenure Rate Maturity date value
% RM’000
002 7 years 5 12 April 2024 300,000

003 10 years 5 14 April 2027 300,000
004 7 years 4 18 September 2026 450,000
005 10 years 4 20 September 2029 450,000
006 3 years 5 2 December 2025 250,000
007 5 years 5 2 December 2027 350,000
Total 2,100,000

The proceeds from DTSB Sukuk have been partially hedged against interest rate risk using interest rate swaps as disclosed
in Note 21.
Another wholly-owned subsidiary of the Group, Celcom Networks Sdn. Bhd. has issued in prior years a Sukuk of RM5.0
billion in nominal value (referred to as “Celcom Sukuk”). The tenure of Celcom Sukuk was converted to be perpetual during
the financial year. Celcom Sukuk was also issued under Islamic financing principles of Murabahah.
As at 31 December 2022, the series of Celcom Sukuk in issue consists of:

Nominal
Tranche Tenure Rate Maturity date value
% RM’000
8 10 years 5 28 October 2026 350,000

10 7 years 5 29 August 2024 350,000
11 10 years 5 27 August 2027 450,000
Total 1,150,000


- 31 December 2022

The maturities of the Group’s loans and borrowings at the reporting date are as follows:

Group
2022 2021
RM’000 RM’000
Less than one financial year 4,139,288 1,123,421

Between one and two financial years 1,888,690 547,762
Between two and five financial years 5,937,895 1,692,316
More than five financial years 2,921,334 1,595,776
14,887,207 4,959,275

Reconciliation of liabilities arising from financing activities

Interest
bearing
loans and Lease
borrowings liabilities Total
RM’000 RM’000 RM’000
Group
At 1 January 2022 2,500,415 2,458,860 4,959,275
Acquisition of subsidiaries (Note 15) 4,039,396 3,808,393 7,847,789
Drawdown 3,550,000 - 3,550,000
Payment (1,175,000) (485,325) (1,660,325)
Non-cash changes:
Other changes (38,072) 228,540 190,468
At 31 December 2022 8,876,739 6,010,468 14,887,207
At 1 January 2021 2,871,138 2,580,895 5,452,033

Payment (375,000) (401,415) (776,415)
Non-cash changes:
Other changes 4,277 279,380 283,657
At 31 December 2021 2,500,415 2,458,860 4,959,275

- 31 December 2022

Reconciliation of liabilities arising from financing activities (cont’d.)
Interest
bearing
loans and
borrowings
RM’000
Company
At 1 January 2022 -
Drawdown 2,522,000
Non-cash changes:
Other changes (11,855)
At 31 December 2022 2,510,145
Included in the other changes are transaction costs deducted against carrying amount of loans and borrowings amortised under
effective interest rate method, and accrued but not yet paid interest on interest-bearing loans and borrowings. The Group classifies
interest paid as cash flows from operating activities.
24. Deferred tax liabilities/(assets)
Group
2022 2021
RM’000 RM’000
At 1 January 303,027 268,927

Acquisition of subsidiaries 1,292,416 -
Recognised in profit and loss (Note 8) 19,100 34,100
At 31 December 1,614,543 303,027

Presented after appropriate offsetting as follows:

Group
2022 2021
RM’000 RM’000
Deferred tax assets (116,080) -

Deferred tax liabilities 1,730,623 303,027
1,614,543 303,027


- 31 December 2022
24. Deferred tax liabilities/(assets) (cont’d.)
The components and movements of recognised deferred tax assets and liabilities of the Group during the financial year prior to
offsetting are as follows:

Deferred tax assets:

Contract Lease
liabilities liabilities Others Total
RM’000 RM’000 RM’000 RM’000
At 1 January 2022 (131,344) (624,147) (170,959) (926,450)

Acquisition of subsidiaries (94,122) (3,400) (9,668) (107,190)
Recognised in profit and loss 87,309 59,479 5,559 152,347
At 31 December 2022 (138,157) (568,068) (175,068) (881,293)
At 1 January 2021 (73,497) (619,250) (150,016) (842,763)

Recognised in profit and loss (57,847) (4,897) (20,943) (83,687)
At 31 December 2021 (131,344) (624,147) (170,959) (926,450)

Others relate to deferred tax assets mainly arising from deductible temporary differences on provisions.

Deferred tax liabilities:

Property,
plant and
equipment Right of
Contract Contract and intangible use
costs assets assets assets Total
RM’000 RM’000 RM’000 RM’000 RM’000
At 1 January 2022 23,447 40,761 577,228 588,041 1,229,477

Acquisition of subsidiaries - 29,558 1,213,898 156,150 1,399,606
Recognised in profit and loss (4,822) (17,089) (36,281) (75,055) (133,247)
At 31 December 2022 18,625 53,230 1,754,845 669,136 2,495,836
At 1 January 2021 13,893 22,878 486,744 588,175 1,111,690
Recognised in profit and loss 9,554 17,883 90,484 (134) 117,787
At 31 December 2021 23,447 40,761 577,228 588,041 1,229,477


- 31 December 2022
24. Deferred tax liabilities/(assets) (cont’d.)
Deferred tax liabilities: (cont’d.)

Deferred tax assets have not been recognised in respect of the following items:

Group
2022 2021
RM RM
Unused tax losses 146,928 -

Unabsorbed capital allowances 58,701 -
205,629 -

Deferred tax assets have not been recognised in respect of the items above as it is not probable that future taxable profits will be
available against which the items above can be utilised.
The Malaysia Finance Act 2018 gazetted on 27 December 2018 imposed a time limitation to restrict the carry forward of the
unused tax losses to a maximum period of 7 consecutive Year of Assessment (“YA”), effective YA 2019. Based on the latest Malaysia
Finance Act 2021, gazetted on 31 December 2021, the time limit for the carry forward of the unused tax losses has been extended
from 7 years to 10 years. As a result of this change, the unused tax losses accumulated up to the YA 2018 are allowed to be carried
forward for 10 consecutive years of assessment (i.e. from YA 2019 to 2028). Any balance of the unused tax losses thereafter shall
be disregarded.
Pursuant to the relevant tax regulation, the unused tax losses and unabsorbed capital allowances at the end of reporting period
will expire as follows:
Group
2022 2021
RM RM
More than 12 months 146,928 -


- 31 December 2022
25. Other liabilities

Group
2022 2021
RM’000 RM’000
Non-current
Provisions (Note 25.1) 371,512 136,053

25.1 Provisions

Site
decommissioning Defined
and restoration benefit
costs plan Total
RM’000 RM’000 RM’000
Note (Note 28)
Group
Non-current
At 1 January 2022 135,984 69 136,053
Acquisition of subsidiaries 15 172,371 - 172,371
Capitalised as property, plant and equipment 11(a) 58,874 - 58,874
Unwinding of discount 6 4,195 - 4,195
Additional provision 7(b) - 67 67
Paid during the financial year - (48) (48)
At 31 December 2022 371,424 88 371,512
Non-current
At 1 January 2021 120,226 29 120,255
Capitalised as property, plant and equipment 11(a) 11,933 - 11,933
Unwinding of discount 6 3,825 - 3,825
Additional provision 7(b) - 67 67
Paid during the financial year - (27) (27)
At 31 December 2021 135,984 69 136,053

- 31 December 2022
26. Trade and other payables

Group Company
2022 2021 2022 2021
RM’000 RM’000 RM’000 RM’000
Trade payables 502,244 221,761 - -

Other payables 495,062 313,051 - -
Accruals 2,486,862 894,057 66,267 3,882
Customer deposits 37,793 15,155 - -
3,521,961 1,444,024 66,267 3,882

The Group’s trade and other payables are non-interest bearing, and are subject to normal credit terms ranging from 30 to 60 days
(2021: 30 to 60 days).
At 31 December 2022, the Group’s trade and other payables balances included exposure to foreign currency denominated in USD,
SDR and Norwegian Krone (“NOK”) amounting to RM58.0 million (2021: RM34.2 million), RM2.6 million (2021: RM17.7 million)
and RM20.0 million (2021: RM3.3 million) respectively.
27. Share capital
Group/Company
Number of ordinary
shares Amount
2022 2021 2022 2021
Units (‘000) Units (‘000) RM’000 RM’000
Issued and fully paid

As at 1 January 7,775,000 7,775,000 769,655 769,655
Issuance of ordinary shares 3,956,508 - 15,826,032 -
At 31 December 11,731,508 7,775,000 16,595,687 769,655

During the financial year, the Company increased its issued and paid-up ordinary share capital from RM769,655,000 to
RM16,595,687,000 by way of the issuance of 3,956,507,988 ordinary shares at an issue price of RM4.00 per ordinary share as
partial discharge of purchase consideration for the acquisition of subsidiaries. The new ordinary shares issued during the financial
year ranked pari passu in all respects with the existing ordinary shares of the Company.
The holders of ordinary shares are entitled to receive dividends as and when declared by the Company. All ordinary shares carry
one vote per share without restrictions and rank equally with regard to the Company’s residual assets.

- 31 December 2022
28. Reserve

Group
2022 2021
RM’000 RM’000
Foreign currency translation reserve 103 -

The foreign currency translation reserve represents the foreign translation differences arising from the translation of the financial
statements of a foreign operation whose functional currency is different from the Group’s presentation currency.
29. Defined benefit plan

The Group operates an unfunded defined benefit plan for its eligible employees. The estimated obligations under the retirement
benefit scheme are determined based on actuarial valuation by a qualified independent actuary.
The amount recognised in the consolidated statement of financial position is determined as follows:
Group
Note 2022 2021
RM’000 RM’000
Present value of unfunded obligations 25.1 88 69

The amount recognised in profit and loss, included under staff expenses, is as follows:

Group
Note 2022 2021
RM’000 RM’000
Interest on obligations, representing increase in provision for defined benefit plan 7(b) 67 67

The principal actuarial assumption used in determining the retirement benefit obligation for the defined benefit plan, is as
follows:
Group
2022 2021
RM’000 RM’000
Rate per annum:

- Discount rate 5 5

Assumption regarding future mortality are based on published statistics and mortality table.

- 31 December 2022
30. Retained earnings

The Company may distribute dividends out of its entire retained earnings as at 31 December 2022 and 2021 respectively, under
the single-tier system.
31. Commitments

Capital commitments

Group
2022 2021
RM’000 RM’000
Capital expenditure in respect of property, plant and equipment and intangible assets:
Approved and contracted for 885,923 192,222

32. Performance guarantees

Group
2022 2021
RM’000 RM’000
Unsecured
Guarantees given to city councils for public infrastructure works 88,530 15,674
Guarantee given to MCMC on project tender, utility providers land owners for security
deposits and others 331,642 7,158
420,172 22,832

- 31 December 2022
33. Significant related party disclosures

33.1 Sales and purchases of services

Related party relationships are as follows:

(i) The related parties are as disclosed in Note 1; and
(ii) The Company’s subsidiaries are as disclosed in Note 15.

Significant transactions and balances with related parties of the Group during the financial year are as follows:

Transactions Balance due from/(to) at
2022 2021 2022 2021
Group RM’000 RM’000 RM’000 RM’000
Transactions and balances with Axiata Group
- ADA Asia Malaysia Sdn Bhd 5,388 -

International SMS services (847) -
- Apigate Sdn Bhd 5,407 -

Commission fees income on content related
services (2,244) -
Commission fees expense on content related
services 209 -
- Axiata Business Services Sdn Bhd - -

Information Technology (“IT”) related services
fee 457 -
- Axiata Digital eCode Sdn Bhd 470 -

Managed services including markerting
collection related services fee 42 -
- Axiata Group Berhad 1,933 -

collection related services (121) -
- Axiata Management Services Sdn Bhd (1,446) -

IT related services fee 1,426 -
- Dialog Axiata PLC 26 -

Sales of international roaming services (13) -
Purchases of international roaming services 12 -

- 31 December 2022
33. Significant related party disclosures (cont’d.)

33.1 Sales and purchases of services (cont’d.)

2022 2021 2022 2021
Group RM’000 RM’000 RM’000 RM’000

(cont’d.)
- Edotco Malaysia Sdn Bhd (30,390) -

Provision of telecommunication services (10) -
Lease expense of bandwidth leasing 40 -
Site infrastructure lease income (453) -
Infrastructure leasing and related services 48,181 -
- Merchantrade Asia Sdn. Bhd. (26) -

Provision of telecommunication services (24) -
- Ncell Axiata Limited (135) -

Sales of interconnection services on
international traffic (20) -
Purchases of interconnection services on
international traffic 957 -
- On Site Services Sdn Bhd - -

Infrastructure leasing and related services 4,220 -
- PT XL Axiata Tbk (1,199) -

- Smart Axiata Co., Ltd 18 -


- 31 December 2022


2022 2021 2022 2021
Group RM’000 RM’000 RM’000 RM’000

(cont’d.)
- Robi Axiata Limited 1 -

- Touch Matrix Sdn. Bhd. - -

Site infrastructure lease 3,005 -
- Touch Mindscape Sdn. Bhd. (107) -

Site infrastructure lease 580 -
- Tune Talk Sdn. Bhd. (16,030) -

Mobile virtual network operator (“MVNO”)
income (17,599) -
- Valyou Sdn. Bhd. - -

MVNO income (485) -
- Yiked Bina Sdn. Bhd. - -

Site infrastructure lease 1,572 -
Transactions and balances with Telenor Group
- Telenor ASA - (7,950)

Consultancy services received 34,497 39,217
Fees payable for licenses and trademarks 9,428 9,510
- Telenor GO Pte. Ltd. (210) 597

Personnel services received 2,561 3,449

- 31 December 2022


2022 2021 2022 2021
Group RM’000 RM’000 RM’000 RM’000

(cont’d.)
- Telenor Linx AS (formerly known as Telenor Global

Services AS & Telenor Digital Services AS) (842) (3,555)
international traffic (13,973) (15,759)
international traffic 8,298 17,389
Purchases of global connectivity 3,143 3,043
Clearing house services received for
international roaming arrangements 441 427
Services received on application operations and
basic operation for data centre - 19
Services received on digital marketing and
distribution platform 9,124 9,444
- Total Access Communication Public Company

Limited - 67
Consultancy services rendered (97) (263)
- dtac TriNet Co., Ltd. 42 472

Sales of international roaming services (278) (61)
Purchases of international roaming services 1,022 169
international traffic (542) (729)
international traffic 553 300
Lease income from bandwidth leasing (3,059) (3,027)
- Telenor Norge AS - (5,051)

Consultancy services received - 155
Purchases of international roaming services 16 20
Business security strategy execution received 6,601 8,616

- 31 December 2022


2022 2021 2022 2021
Group RM’000 RM’000 RM’000 RM’000

(cont’d.)
- Telenor Global Shared Services AS 455 (10,792)

Services received on application operations and
basic operation for data centre 4,449 4,730
- Telenor Myanmar Ltd. - (451)

Consultancy fees rendered (10) (160)
- Telenor Procurement Company - (10,547)

Managed services received 27,213 36,103
- Telenor Global Services Singapore Pte. Ltd. - 869

Lease income from bandwidth leasing (654) (7,967)
Lease expenses of bandwidth leasing 974 3,185
Purchases of IP transit 24 251
- Telenor Connexion AB - (143)

collection related services 865 -
- Telenor Sverige AB 1 3
Purchases of international roaming services 5 (12)
- Telenor Pakistan (Pvt.) Ltd. 77 169

Managed services rendered (97) (310)

- 31 December 2022


2022 2021 2022 2021
Group RM’000 RM’000 RM’000 RM’000

(cont’d.)
- Telenor A/S - 7
- Telenor Maritime AS - -
Managed services received 44 -
- Grameenphone Ltd. - 397

Consultancy services received 45 29
Sales of international roaming services (25) 8
- Telenor Ldi Communication (Pvt) Ltd. 13 -
- Telenor Denmark - -
Sales of international roaming services (1) -
- Telenor Mobile Aviation AS 190 -

Purchase of interconnection services on
Amounts due from/(to) related companies which are trade in nature are unsecured, non-interest bearing and are subject to
the normal credit terms for trade receivables and trade payables, respectively.
The directors are of the opinion that the above transactions are entered into in the normal course of business and at standard
commercial terms mutually agreed between both parties.

- 31 December 2022

33.2 Compensation of key management personnel

Key management personnel are those persons having authority and responsibility for planning, directing and controlling
the activities of the Group and of the Company, directly and indirectly, including directors of the Group and of the
Company.
The remuneration of key management personnel during the financial year was as follows:

Group Company
2022 2021 2022 2021
RM’000 RM’000 RM’000 RM’000
Short-term employee benefits 15,491 14,949 1,018 89

Post-employment benefits 1,849 1,510 - -
Other employment benefits 3,326 1,633 - -
20,666 18,092 1,018 89

Included in remuneration of key management personnel above are non-executive directors’ remuneration as disclosed in
Note 7(c).
34. Financial instruments

34.1 Financial risk management objectives and policies

In the normal course of conducting its business activities, the Group is exposed to a variety of financial risks, which include
credit, foreign currency, liquidity and interest rate risks. The Group’s overall risk management programme seeks to minimise
potential adverse effects of these risks on the financial performance of the Group.
34.2 Credit risk

Credit risk is the risk of loss that may arise if a counterparty default on its obligations under a financial instrument or
customer contract, leading to a financial loss. The Group’s credit risk arises in the normal course of operations (primarily
from trade and other receivables, and contract assets) and from its financing activities, including deposits with approved
financial institutions. The maximum credit risk exposure is limited to the carrying amount of each financial asset and contract
assets less allowance for impairment.

- 31 December 2022
34. Financial instruments (cont’d.)

34.2 Credit risk (cont’d.)

Trade receivables, other receivables, deposits and contract assets

The credit risk is managed through formalised policies on credit assessment and approvals, credit limits and monitoring
procedures. Credit quality of each new customer is assessed based on an internally developed credit scoring model using
information such as external ratings and credit agency information. Individual risk limits are set in accordance to the risk
profile established for each customer, and are reviewed periodically.
An impairment analysis is performed at each reporting date using a provision matrix to measure expected credit losses.
The provision rates are based on days past due for groupings of various customer segments with similar loss patterns (i.e.,
customer type and rating). The calculation reflects the probability-weighted outcome, and reasonable and supportable
information that is available at the reporting date about past events, current conditions and forecasts of future economic
conditions. The Group evaluates the concentration of risk with respect to trade receivables, other receivables, deposits and
contract assets as low, as its customers base is large and diverse.
Trade receivables, other receivables, deposits and contract assets are written off when there is no reasonable expectation of
recovery, and are not subject to enforcement activity. They are not secured by any collateral or credit enhancements.
Set out below is the information about the credit risk exposure on the Group’s trade receivables, other receivables, deposits
and contract assets using a provision matrix:
Gross Expected Net

carrying credit carrying
amount losses amount
As at 31 December 2022 RM’000 RM’000 RM’000
Trade receivables
- Not past due 1,280,779 (78,922) 1,201,857
- 1 to 30 days past due 101,870 (13,679) 88,191
- 31 to 60 days past due 39,380 (24,063) 15,317
- 61 to 90 days past due 21,515 (9,903) 11,612
- More than 91 days past due 129,134 (105,931) 23,203
Total trade receivables 1,572,678 (232,498) 1,340,180
Other receivables 1,317,132 (415,699) 901,433

Deposits 397,758 (174,650) 223,108
Contract assets 244,125 (22,330) 221,795
Total trade receivables, other receivables, deposits and contract
assets 3,531,693 (845,177) 2,686,516

- 31 December 2022

34.2 Credit risk (cont’d.)

Trade receivables, other receivables, deposits and contract assets (cont’d.)

Gross Expected Net
carrying credit carrying
amount losses amount
As at 31 December 2021 RM’000 RM’000 RM’000
Trade receivables
- Not past due 541,101 (13,067) 528,034
- 1 to 30 days past due 20,809 (1,914) 18,895
- 31 to 60 days past due 1,937 (1,140) 797
- 61 to 90 days past due 6,625 (1,626) 4,999
- More than 90 days past due 18,189 (11,293) 6,896
Total trade receivables 588,661 (29,040) 559,621
Deposits 193,543 - 193,543

Contract assets 77,412 (4,528) 72,884
Total trade receivables, deposits and contract assets 859,616 (33,568) 826,048

Set out below is the movement in allowance for expected credit losses for trade receivables,other receivable, deposits and
contract assets:
Trade
receivables
and other Contract
Note receivables assets Deposits Total
RM’000 RM’000 RM’000 RM’000
At 1 January 2022 29,040 4,528 - 33,568

Acquisition of subsidiaries 621,478 17,640 134,047 773,165
Charge for the financial year 7 38,757 162 40,604 79,523
Write offs (41,078) - - (41,078)
At 31 December 2022 648,197 22,330 174,651 845,178
At 1 January 2021 38,293 4,528 - 42,821

Charge for the financial year 7 54,506 - - 54,506
Write offs (63,759) - - (63,759)
At 31 December 2021 29,040 4,528 - 33,568

Cash and short-term deposits
The Group’s credit risk also arises from cash and short-term deposits. The credit risk is managed through monitoring
procedures.

- 31 December 2022

34.3 Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of
changes in foreign exchange rates. The Group is exposed to foreign currency risk as a result of transactions denominated
in currencies other than its functional currency, arising from the normal business activities. The currencies giving rise to
this risk are primarily the USD, SDR and NOK. Although approximately 2% (2021: 3%) of the Group’s total expenses are
denominated in the above-mentioned foreign currencies, the settlements of these payables are on a net basis through
clearing house services, together with revenues earned from the same operators and partners. The Group also holds cash
and cash equivalents denominated in USD for working capital purposes. The Group’s foreign-denominated cash and cash
equivalents at the reporting date is disclosed in Note 22.
Exposure to foreign currency risk is monitored on an on-going basis and when considered necessary, the Group will consider
using effective financial instruments to hedge its foreign currency risk in accordance with its foreign currency hedging policy.
In line with the Group’s foreign currency hedging policy, hedging is only considered for firm commitments and highly probable
transactions of which hedging shall not exceed 100% of the net exposure value. Speculative activities are strictly prohibited.
The Group adopts a layered approach to hedging, where a higher percentage of hedging will be executed for closer-dated
exposures and with time, increase the hedge as the probability of the underlying exposure increases. These derivatives and
their underlying exposures will be monitored on an on-going basis. However, these contracts are not designated as cash flow
or fair value hedge.
The Group’s foreign currency forward contracts are executed only with creditworthy financial institutions in Malaysia which
are governed by appropriate policies and procedures.
Details of the Group’s outstanding foreign currency forward contracts for the purpose of hedging certain payables
denominated in USD for which firm commitments existed at the reporting date, extends to January and March 2023, are
disclosed in Note 21. The effects of changes in the fair values of these derivative financial instruments have already been
included in the financial statements during the financial year.
Management believes that there is no reasonably possible fluctuation in the foreign exchange rate which would cause any
material effect to the Group’s profit for the financial year.

- 31 December 2022

34.4 Liquidity risk

Liquidity risk is the risk that the Group will encounter difficulty in meeting financial obligations due to shortage of funds. The
Group monitors and maintains a level of cash and cash equivalents deemed adequate by management, for working capital
purposes and to mitigate the effects of fluctuations in cash flows. The Group invests only in highly liquid cash management
funds, if any.
The Group’s and the Company’s trade and other payables and non-hedging derivative liabilities at the reporting date, are
short-term in nature, and are payable either on-demand or within one financial year. Details of maturities for the Group’s
loans and borrowings are as disclosed in Note 23.
Analysis of financial instruments by remaining contractual maturities

The table below summarises the maturity profile of the Group’s and of the Company’s financial liabilities at the reporting
date based on contractual undiscounted repayment obligations.
On demand One More

or within to two Two to than
one year years five years five years Total
Group RM’000 RM’000 RM’000 RM’000 RM’000
2022
Financial liabilities
Trade and other payables 3,521,961 - - - 3,521,961

Loans and borrowings 3,429,502 1,260,720 4,198,595 1,063,417 9,952,234
Lease liabilities 1,280,917 1,151,666 2,599,434 2,273,567 7,305,584
Derivative financial liabilities:
- Foreign currency forward
contracts 640 - - - 640
Total undiscounted financial
liabilities 8,233,020 2,412,386 6,798,029 3,336,984 20,780,419

- 31 December 2022

34.4 Liquidity risk (cont’d.)

Analysis of financial instruments by remaining contractual maturities (cont’d,)

The table below summarises the maturity profile of the Group’s and of the Company’s financial liabilities at the reporting
date based on contractual undiscounted repayment obligations. (cont’d.)
On demand One More

or within to two Two to than
one year years five years five years Total
Group RM’000 RM’000 RM’000 RM’000 RM’000
2021
Trade and other payables 1,444,024 - - - 1,444,024

Loans and borrowings 734,012 249,892 1,022,899 843,796 2,850,599
Lease liabilities 503,434 456,177 1,029,758 984,009 2,973,378
contracts 183 - - - 183
liabilities 2,681,653 706,069 2,052,657 1,827,805 7,268,184
Company
2022
Other payables 66,267 - - - 66,267

Loans and borrowings 191,941 358,134 1,380,131 1,200,940 3,131,146
liabilities 258,208 358,134 1,380,131 1,200,940 3,197,413
2021
Other payables, representing

total undiscounted financial
liabilities 3,882 - - - 3,882

- 31 December 2022

34.5 Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of the Group’s financial instruments will fluctuate because
of changes in market interest rates.
The Group is exposed to interest rate risk primarily from floating rate financial liabilities.

The Group manages its interest rate risk by having a mixed portfolio of fixed and floating rate financial liabilities that is
consistent with the interest rates profiles acceptable to the Group. To manage this, the Group enters into interest rate swaps,
in which the Group agrees to exchange, at specified intervals, a fixed interest rate for floating rates.
The notional principal amounts of the outstanding interest rate swaps and its fair value are disclosed in Note 21.1.
The Group’s policy in dealing with interest-bearing financial liabilities is to minimise the interest expense by obtaining the
most favourable interest rates available. A difference of 20 (2021: 20) basis points in interest rates applicable for the Group’s
entire loans and borrowings (excluding lease liabilities) would result in approximately 0.54% (2021: 0.54%) variance in the
Group’s profit for the financial year.
34.6 Fair values

The management assessed that the fair values of cash and short-term deposits, trade and other receivables and trade and
other payables approximate their carrying amounts largely due to the short-term maturities of these instruments and the
insignificant impact of discounting.
The following methods and assumptions are used to estimate the fair values of the following classes of financial
instruments:
(a) Loans and borrowings

The carrying amounts of the current portion of loans and borrowings are reasonable approximations of fair values due
to the insignificant impact of discounting.
The carrying amounts of floating-rate term loan and term financing-i are reasonable approximations of fair values as
they are floating rate instruments that are re-priced to market interest rates on or near the reporting date.
The fair values of non-current portion of borrowings and debt securities are estimated by discounting expected future
cash flows at market incremental lending rate for similar types of borrowing, debt instruments or leasing arrangements
at the reporting date.
(b) Derivative financial instruments

The fair value of foreign currency forward contracts is determined using quoted forward exchange rates at the
reporting date.
The fair value of interest rate swaps is calculated as the present value of the estimated future cash flows based on
observable yield curves.
The fair value of the convertible warrants in an associate is determined using the Black Scholes Model and and is
sensitive to data inputs including stock price, dividend yield and volatility.

- 31 December 2022
34.6 Fair values (cont’d.)
(c) Other investment

Investment in equity instrument represents ordinary shares not quoted on any market and does not have any
comparable industry peers that is listed. The investment in unquoted equity instrument is not held for trading.
The initial acquisition cost of the unquoted equity investment is an approximate estimate of its fair value as the
investee’s entity is in the start-up stage.
34.7 Classification

The carrying amounts of financial instruments under each category, are as follows:

Group Company
Note 2022 2021 2022 2021
RM’000 RM’000 RM’000 RM’000
Financial assets
Financial assets at fair value through
OCI:
- Other investments 18 78 78 - -
Financial assets at amortised cost:

- Trade receivables 20 1,340,180 559,621 - -
- Other receivables 20 1,317,132 408,560 - -
- Deposits and prepayments 20 825,149 403,073 5 5
- Cash and short-term deposits 22 1,220,798 204,527 4,072 670
4,703,259 1,575,781 4,077 675
Less: Prepayments (602,041) (209,530) - -
4,101,218 1,366,251 4,077 675
Financial assets at fair value through

profit or loss:
Derivative financial assets
- Derivative financial assets 43,342 - - -
- Trading securities 22 - - -
- Interest rate swaps 21 - 26,365 - -
43,364 26,365 - -

- 31 December 2022

34.7 Classification (cont’d.)

The carrying amounts of financial instruments under each category, are as follows: (cont’d.)
Group Company
Note 2022 2021 2022 2021
RM’000 RM’000 RM’000 RM’000
Financial liabilities at fair value

through profit or loss:
Derivative financial liabilities
- Interest rate swaps 21 2,024 - - -
contracts 21 640 183 - -
2,664 183 - -
Other financial liabilities:

- Banker’s acceptance 23 2,514 - - -
- Floating-rate term loans 23 813,625 332,522 - -
- Sukuk 23 3,247,876 1,798,765 - -
- Floating-rate term financing-i 23 1,962,077 369,128 - -
- Fixed-rate term financing 23 647 - - -
- Fixed-rate term financing-i 23 2,400,000 - - -
- Floating-rate revolving credit-i 23 450,000 - - -
- Loan from a subsidiary 23 - - 2,510,145 -
- Lease liabilities 23 6,010,468 2,458,860 - -
- Trade payables 26 502,244 221,761 - -
- Other payables 26 495,062 313,051 - -
- Accruals 26 2,486,862 894,057 66,267 3,882
- Customer deposits 26 37,793 15,155 - -
18,406,654 6,403,299 2,576,412 3,882

- 31 December 2022

34.8 Fair value measurement

The following table provides the fair value measurement hierarchy of the Group’s financial assets and liabilities.

Quantitative disclosures fair value measurement hierarchy for financial assets/(liabilities) as at 31 December 2022:

Fair value measurement using
Quoted Significant
prices Significant unobserv-
in active observable able
markets inputs inputs
Note Date of valuation Total (Level 1) (Level 2) (Level 3)
RM’000 RM’000 RM’000 RM’000
Financial assets/(liabilities)
measured at fair value:
Unquoted equity investments:

- Other investment 18 31 December 2022 78 - - 78
Derivative financial assets:
- Convertible warrants in an
associate 21 31 December 2022 43,342 - 43,342 -
- Trading securities 18 31 December 2022 22 22 - -
- Interest rate swaps 21 31 December 2022 (2,024) - (2,024) -
contracts 21 31 December 2022 (640) - (640) -


- 31 December 2022

34.8 Fair value measurement (cont’d.)

The following table provides the fair value measurement hierarchy of the Group’s financial assets and liabilities. (cont’d.)

Quantitative disclosures fair value measurement hierarchy for financial assets/(liabilities) as at 31 December 2021:
Fair value measurement using

Quoted Significant
prices Significant unobserv-
in active observable able
markets inputs inputs
Note Date of valuation Total (Level 1) (Level 2) (Level 3)
RM’000 RM’000 RM’000 RM’000
Financial assets/(liabilities)
measured at fair value:
Unquoted equity investments:

- Other investment 18 31 December 2021 78 - - 78
Derivative financial assets:
- Interest rate swaps 21 31 December 2021 26,365 - 26,365 -
contracts 21 31 December 2021 (183) - (183) -
There have been no transfers between Level 2 and Level 3 in the current financial year and prior financial year.
The fair value of unquoted equity investment is categorised as Level 3 as cost was estimated to be an appropriate measure
of fair value. There was no indicators that cost might not be representative of fair value.
35. Capital management

The essence of the Group’s capital management strategy is to support its long-term strategic ambitions including:

(i) its commitment to long-term sustainable dividend policy;
(ii) its financial obligations while maintaining its financial flexibility; and
(iii) its ability to support its business requirements and enable future growth.

Going-forward, the Group will continue to actively manage its capital structure to enhance shareholders’ value and make
adjustments to address changes in the economic environment and its business risk characteristics. The Group had during the
financial year ended 31 December 2009, revised its minimum dividend pay-out policy to at least 80% of the Company’s profit for
the financial year, and dividend payment frequency. The dividend policy will be maintained subject to on-going assessment, and
based on the availability of distributable reserves as well as the Group’s future cash flow requirements and market conditions.
These revisions and any other revision to its allocation of capital resources are subject to the approval of the board of directors.
No changes were made in the objectives, policies or processes during the financial year ended 31 December 2022.

- 31 December 2022
36. Segmental information

Segmental information is not presented as the Group is primarily engaged in the provision of mobile communication services and
its related products in Malaysia.
37. Significant event

Proposed Subscription of shares in Digital Nasional Berhad (“DNB”)

On 7 October 2022, Digi Telecommunications Sdn. Bhd. and Celcom Mobile Sdn. Bhd., wholly-owned subsidiaries of the Group,
had respectively entered into a conditional share subscription agreement (“SSA”) with DNB. The status of this corporate proposal
is currently pending fulfilment of the conditions precedent set out in the terms of the SSA.
38. Material litigation

(i) Main Suit 1: Kuala Lumpur High Court Suit No. D1-22-1960-2008

Celcom Berhad (formerly known as Celcom Axiata Berhad) (“Celcom”) and Celcom Resources Berhad (“Celcom Resources”)
vs Tan Sri Dato’ Tajudin bin Ramli & 7 Others - Claim for damages for conspiracy – not quantifiable
On 24 October 2008, Celcom and Celcom Resources (also known as “the Plaintiffs”) commenced proceedings in the High
Court of Malaya in Kuala Lumpur against its former directors, namely (i) Tan Sri Dato’ Tajudin Ramli (“TSDTR”), (ii) Dato’
Bistamam bin Ramli (“BR”), (iii) Dato’ Lim Kheng Yew (“DLKY”), (iv) Axel Hass (“AH”), and (v) Oliver Tim Axmann (“OTA”) (the
Main Suit 1 Defendants named in items (iv) and (v) are collectively referred to as the “the German Directors”), as well as (vi)
DeTeAsia Holding GmbH (“DeTeAsia”) and (vii) Beringin Murni Sdn. Bhd. (collectively with the German Directors referred to
as “the Defendants”).
The Plaintiffs are seeking damages for conspiracy. The Plaintiffs claim that the Defendants wrongfully and unlawfully
conspired amongst each other to cause financial injury to the Plaintiffs by causing and/or committing the Plaintiffs to enter
into the Supplemental Agreement to the Subscription Agreement and the Management Agreement dated 7 February 2002
(“2002 Supplemental Agreement”) and the Amended and Restated Supplemental Agreement dated 4 April 2002 with
DeTeAsia (“the ARSA”) which entitled DeTeAsia to renounce its right shares in Celcom Resources. Consequently, DeTeAsia
exercised its renunciation of certain rights issue shares in favour of TSDTR and BR at a significantly higher price than the
prevailing value of the shares at that time.
On 23 June 2016, TSDTR and BR, filed a statement of defence (“Defence for Main Suit 1”) and counterclaim against the
Plaintiffs seeking among others:
(a) payment of the sum of RM6,246.5 million or alternatively the sum of RM7,214.9 million together with interest, being
the same amount claimed by TSDTR in a separate counterclaim filed in the Kuala Lumpur High Court Suit No. D2-
22-673-2006 (known as the Danaharta Suit) which was subsequently withdrawn pursuant to a purported global
settlement agreement which did not include the Main Suit 1 (“TSDTR and BR’s Counterclaim against Main Suit 1”);
(b) pay all sums received by Telekom Malaysia Berhad (“TM”) and Telekom Enterprise Sdn Bhd (“Telekom Group”) from
dividends and other payments from the Plaintiffs to be assessed;
(c) withdraw all pending suits without liberty to refile and no order as to costs;

- 31 December 2022
38. Material litigation (cont’d.)

(i) Main Suit 1: Kuala Lumpur High Court Suit No. D1-22-1960-2008 (cont’d.)

Celcom and Celcom Resources vs Tan Sri Dato’ Tajudin bin Ramli & 7 Others - Claim for damages for conspiracy – not
quantifiable (cont’d.)

(d) restraint from executing judgment procured from the pending suits;

(e) indemnify TSDTR and BR against all liability, payments, loss and damages incurred or suffered as a consequence or in
relation to the pending suits;
(f) punitive, aggravated and exemplary damages to be assessed for malicious prosecution;
(g) interest and costs.

On 30 June 2016, the German Directors and DeTeAsia filed their respective defences.
TM filed an application to intervene in the Main Suit 1 in light of the allegations made against TM in TSDTR and BR’s
counterclaim against Main Suit 1.
Following the decision of the Court of Appeal on 4 May 2017 in allowing Telekom Malaysia Berhad’s appeal to be added as a
defendant to TSDTR and BR’s counterclaim, TSDTR and BR filed an application to amend their defence and counterclaims on
19 May 2017 which was dismissed by the High Court on 29 June 2017.
On 24 July 2017, TSDTR and BR filed an appeal to the Court of Appeal and that the same was dismissed by the Court of
Appeal on 8 December 2017 with cost of RM1,000 to the Plaintiffs and RM5,000 to Telekom.
TSDTR and BR filed the Notice of Motion for leave to appeal to the Federal Court against the dismissal of the Court of
Appeal’s decision dated 2 January 2018 and the same has been dismissed by the Federal Court.
The trial in the High Court had proceeded commencing from 22 January 2018 up until 8 October 2021.
On 15 November 2021, the Plaintiffs and DeTeAsia have reached an amicable settlement without any admission as to
liability in respect of this Main Suit 1. The Plaintiffs have discontinued this Main Suit 1 with no order as to costs and without
liberty to file afresh against AH, OTA and DeTeAsia.
(ii) Main Suit 2: Kuala Lumpur High Court Suit No. D5-22-610-2006

Celcom and Celcom Resources vs TSDTR & 8 Others – (i) Claim for indemnification of sums paid as a result of International
Chamber of Commerce in Paris (“ICC”) decision – RM791.6 million (ii) Damages for breach of fiduciary duties – Not
quantifiable (iii) Claim for unauthorised profits made by TSDTR – RM446.0 million
On 28 April 2006, Celcom and Celcom Resources (also known as “the Plaintiffs”) instituted a claim against nine (9) of its
former directors (namely (i) TSDTR, (ii) BR, (iii) DLKY, (iv) Dieter Sieber (“DS”), (v) Frank-Reinhard Bartsch (“FRB”), (vi)
Joachim Gronau, (vii) Joerg Andreas Boy (“JAB”), (viii) AH, and (ix) OTA, (Defendants named in items (iv) and (ix) collectively
referred to as the “the German Directors”) (collectively referred to as the “the Defendants”).

- 31 December 2022

(ii) Main Suit 2: Kuala Lumpur High Court Suit No. D5-22-610-2006 (cont’d.)

Celcom & Another vs TSDTR & 8 Others – (i) Claim for indemnification of sums paid as a result of ICC decision – RM791.6
million (ii) Damages for breach of fiduciary duties – Not quantifiable (iii) Claim for unauthorised profits made by TSDTR –
RM446.0 million (cont’d.)
The Plaintiffs are seeking an indemnification against the Defendants, for the sums paid by Celcom to DeTeAsia in satisfaction
of the award granted in 2 August 2005 (“Award”) by the Tribunal of the ICC alleging that the Defendants had breached their
fiduciary duties by causing the Plaintiffs to enter into a Subscription Agreement dated 25 June 1996 with Deutsche Telekom
AG (“the Subscription Agreement”) and the ARSA dated 4 April 2002 between DeTeAsia and the Plaintiffs. The defendants
were inter alia, directors of the Plaintiffs at time of entry into the Subscription Agreement and the ARSA.
In addition, the Plaintiffs have also made a claim against TSDTR only, for the return of the alleged unauthorised profits
made by him, all monies received by the directors arising out of such breaches, losses and damages in connection with the
abovementioned agreements.
In summary, the Plaintiffs are seeking the following:

(a) A declaration that the Defendants have acted in breach of their fiduciary duties and are liable to indemnify Celcom
in relation to the sums paid out to DeTeAsia pursuant to the Award where the ICC found Celcom to be liable for the
following:
(i) The sum of USD177.2 million (RM715.4 million) being the principal sum plus USD16.3 million (RM65.6 million)
representing interest at the rate of 8% for the period from 16 October 2002 to 27 June 2003;
(ii) The cost of arbitration amounting to USD0.8 million (RM3.3 million); and

(iii) The sum of USD1.8 million (RM7.3 million) representing the legal costs

(b) Damages for various breaches of fiduciary duties committed by them in relation to the entry into the Subscription
Agreement and the ARSA; and
(c) The unauthorised profits claimed to have been made by TSDTR, amounting to RM446.0 million.
On 23 June 2016, TSDTR and BR served their defence and counterclaim. In the defence and counterclaim, TSDTR and BR are
seeking, among others, the following relief from the Plaintiffs:
(a) pay the sum of RM6,246.5 million or alternatively the sum of RM7,214.9 million together with interest, being
the amount claim by TSDTR in his counterclaim in Kuala Lumpur High Court Suit No: D2-22-673-2006 which was
withdrawn pursuant to a global settlement;
(b) pay all sums received by Telekom Malaysia Berhad and Telekom Enterprise Sdn Bhd (“Telekom Group”) from dividends
and other payments from the Plaintiffs to be assessed;
(c) withdraw all pending suits without liberty to refile and no order as to costs;

- 31 December 2022

(ii) Main Suit 2: Kuala Lumpur High Court Suit No. D5-22-610-2006 (cont’d.)

Celcom & Another vs TSDTR & 8 Others – (i) Claim for indemnification of sums paid as a result of ICC decision – RM791.6
million (ii) Damages for breach of fiduciary duties – Not quantifiable (iii) Claim for unauthorised profits made by TSDTR –
RM446.0 million (cont’d.)
(d) restraint from executing judgment procured from the pending suits;

(e) indemnify TSDTR and BR against all liability, payments, loss and damages incurred;

(f) or suffered as a consequence or in relation to the pending suits;

(g) punitive, aggravated and exemplary damages to be assessed for malicious prosecution; and
(h) interest and costs.

On 30 June 2016, DS, FRB, JAB, AH and OTA served their Defence.

Following the decision of the Court of Appeal on 4 May 2017 in allowing Telekom Malaysia Berhad’s appeal to be added as a
defendant to TSDTR and BR’s counterclaim, TSDTR and BR filed an application to amend their Defence and Counterclaims
on 19 May 2017 which was dismissed by the High Court on 29 June 2017.
On 24 July 2017, TSDTR and BR filed an appeal to the Court of Appeal and that the same was dismissed by the Court of
Appeal on 8 December 2017 with cost of RM1,000 to the Plaintiffs and RM5,000 to Telekom.
TSDTR and BR filed a notice of motion for leave to appeal to the Federal Court against the dismissal of the Court of Appeal’s
decision dated 2 January 2018 and the same has been dismissed by the Federal Court.
The trial in the High Court had proceeded commencing from 22 January 2018 up until 8 October 2021.
On 19 November 2021, the Plaintiffs and DeTeAsia have reached an amicable settlement without any admission as to
liability in respect of this suit. The Plaintiffs have discontinued this suit with no order as to costs and without liberty to file
afresh against DS, FRB, JAB, AH and OTA.
On 10 February 2023, the High Court has decided Main Suit 1 and Main Suit 2 in favour of the Plaintiffs and dismissed TSDTR and
BR’s counterclaims in both suits with costs.
Axiata and the Company have agreed in the SPA that if Celcom and Celcom Resources are unsuccessful in defending the two (2)
counterclaims in Main Suit 1 and Main Suit 2, Axiata shall indemnify the Group and pay when demanded, any losses incurred (but
excluding certain non-direct losses) or any money or other consideration which may have to be provided by any member of the
Group resulting out of or arising from the Main Suit 1 and Main Suit 2 (“TSDTR Indemnity”). The TSDTR Indemnity is uncapped in
terms of quantum and time.
39. Authorisation of financial statements for issue

The financial statements for the financial year ended 31 December 2022 were authorised for issue in accordance with a resolution
of the directors on 23 March 2023.
Independent Assurance Report
Independent Limited Assurance Report to CelcomDigi Berhad (“CelcomDigi”)

and its subsidiaries (the “Group”) on Selected Sustainability Information
published in CelcomDigi’s Integrated Annual Report for the financial year ended
31 December 2022
We, KPMG PLT (“KPMG”), were engaged by Celcom Berhad (formerly known as Celcom Axiata Berhad) and Digi
Telecommunications Sdn. Bhd., a wholly-owned subsidiary of CelcomDigi, to provide limited assurance on Selected
Sustainability Information (the “Subject Matter”) published in CelcomDigi’s Integrated Annual Report for the financial year
ended 31 December 2022 (the “Integrated Annual Report”), in the form of an independent limited assurance conclusion as to
whether the Subject Matter is in all material respects in accordance with Digi.Com Berhad’s (pre-merger) (“Digi”) definition
and calculation methodologies including any significant inherent limitations (the “Applicable Criteria”).
Subject Matter
The Selected Sustainability Information covered by our limited assurance engagement are:
1) Customer Satisfaction Scores (CSAT) percentage (%);
2) Lost Time Injury Frequency (LTIF) score (limited to permanent and contract employees) (No.);
3) Total Energy Consumption (GWh);
4) Total Carbon Emissions (Scope 1, Scope 2 and Scope 3) (tCO2e); and
5) Number of new suppliers signing Digi’s Agreement of Business Conduct (ABC).
The boundary of the limited assurance engagement by KPMG on the Selected Sustainability Information represents Digi’s
operations in Malaysia only.
Board of Directors and Management’s Responsibilities
The Board of Directors of CelcomDigi (“Directors”) and the management of CelcomDigi (“Management”) are responsible for the
preparation and presentation of the Subject Matter in accordance with the Applicable Criteria, and the information and assertions
contained within it; for determining the objectives in respect of sustainable development performance and reporting, including the
identification of stakeholders and material issues; and for establishing and maintaining appropriate performance management and
internal control systems from which the reported performance information is derived.
The Directors and the Management are responsible for the prevention and detection of fraud and error mainly through the
implementation and continued operation of an adequate system of internal control.
The Directors and the Management are also responsible for ensuring that staff involved with the preparation and presentation of
the description of the Subject Matter and the Integrated Annual Report are properly trained, ensuring that information systems
are properly updated and that any changes in reporting encompass all significant business units.
Board of Directors and Management’s Responsibilities (continued)
The Directors and the Management are responsible for disclosing to us their knowledge of: (i) known, actual or possible non-
compliance with laws or regulations that have or may have a material effect on the Subject Matter and the Integrated Annual
Report; and (ii) allegations of or suspected fraud or dishonesty committed against the Group.
The Directors and the Management are responsible to make available to us the Subject Matter and the Integrated Annual Report
and any other information timely to facilitate the completion of the engagement within the required time frame.
The Directors and the Management are responsible for disclosing to us facts that may affect the Subject Matter and the Integrated
Annual Report, of which they may become aware during the period from the date of the independent limited assurance report to
the date the Subject Matter and the Integrated Annual Report are issued.
Our Responsibilities
Our responsibility is to carry out a limited assurance engagement and to express a conclusion based on the work performed and
evidence obtained.
We conducted our engagement in accordance with Malaysian Approved Standard on Assurance Engagements (ISAE) 3000
(Revised), Assurance Engagements Other Than Audits of Reviews of Historical Financial Information and Malaysian Approved Standard
(ISAE) 3410, Assurance Engagements on Greenhouse Gas Statements. These standards require that we plan and perform procedures
to obtain limited assurance that nothing has come to our attention that causes us to believe that the Subject Matter, in all material
respects, is not prepared in accordance with the Applicable Criteria.
Procedures Performed
Our limited assurance engagement on the Subject Matter consists of making enquiries, primarily of persons responsible for the
preparation of the Subject Matter presented in the Integrated Annual Report, and applying analytical and other evidence gathering
procedures, as appropriate. These procedures included:
• Enquiries of management to gain an understanding of the processes for determining material issues for key stakeholder
groups;
• Interviews with senior management and relevant staff at group level and selected business unit level concerning sustainability
strategy and policies for material issues, and the implementation of these across the business;
• Interviews with relevant staff at the corporate and business unit level responsible for providing the Subject Matter in the
Integrated Annual Report;
• Interviews with sites, selected on the basis of a risk analysis including the consideration of both quantitative and qualitative
criteria;
• Identify the risks of material misstatement of the Subject Matter and the Integrated Annual Report, whether due to fraud
or error, design and perform limited assurance procedures to address those risks and obtain limited assurance evidence
that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement
resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control;
• Obtain an understanding of internal control relevant to the engagement in order to design procedures that are appropriate
in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control;
Procedures Performed (continued)
• Compare the Subject Matter presented in the Integrated Annual Report to corresponding information in the relevant
underlying sources on a sample basis to determine whether all the relevant information has been appropriately included in
the Integrated Annual Report;
• Evaluate the Subject Matter presented in the Integrated Annual Report to determine whether they are in line with our overall
knowledge of, and experience with, the sustainability performance of the Group; and
• Evaluate the remainder of the Integrated Annual Report to determine whether there are any material misstatements of fact
or material inconsistencies based on our understanding obtained as part of our assurance engagement.
The procedures performed in a limited assurance engagement vary in nature and timing from, and are less in extent than for,
a reasonable assurance engagement and consequently the level of assurance obtained in a limited assurance engagement is
substantially lower than the assurance that would have been obtained had a reasonable assurance engagement been performed.
Our Quality Management and Independence
Our firm applies Malaysian Approved Standard on Quality Management, ISQM 1, Quality Management for Firms that Perform Audits
and Reviews of Financial Statements, or Other Assurance or Related Services Engagements, which requires the firm to design, implement
and operate a system of quality management including policies or procedures regarding compliance with ethical requirements,
professional standards and applicable legal and regulatory requirements.
We have complied with the independence and other ethical requirements of the By-Laws (on Professional Ethics, Conduct and
Practice) of the Malaysian Institute of Accountants, which is founded on fundamental principles of integrity, objectivity, professional
competence and due care, confidentiality and professional behaviour.
Inherent Limitations
Due to the inherent limitations of any internal control structure, it is possible that errors or irregularities in the information
presented in the Integrated Annual Report may occur and not be detected. Our engagement is not designed to detect all weaknesses
in the internal controls over the preparation and presentation of the Integrated Annual Report, as the engagement has not been
performed continuously throughout the period and the procedures performed were undertaken on a test basis.
Conclusion
Our conclusion has been formed on the basis of, and is subject to, the matters outlined in this report.
We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our conclusion.
Based on the limited assurance procedures performed and evidence obtained as described above, nothing has come to our
attention that would lead us to believe that the Subject Matter included in CelcomDigi’s Integrated Annual Report for the financial
year ended 31 December 2022, in all material respects, is not prepared in accordance with the Applicable Criteria.
Purpose of our report
In accordance with the terms of our engagement, this report on the Subject Matter has been prepared for CelcomDigi and for no
other purpose or in any other context.
Restriction of use
Our report should also not be regarded as suitable to be used or relied on by any party wishing to acquire rights against us other
than CelcomDigi, for any purpose or in any other context. Any party other than CelcomDigi who obtains access to our report or a
copy thereof and chooses to rely on our report (or any part thereof) will do so at its own risk. To the fullest extent permitted by law,
we do not accept nor assume responsibility and deny any liability to any party other than CelcomDigi for our work, for this report,
or for the conclusion we have reached.
Our report is released to CelcomDigi on the basis that it shall not be copied, referred to or disclosed, in whole (save for CelcomDigi’s
own internal purposes) or in part, without our prior written consent.
KPMG PLT
(LLP0010081-LCA & AF 0758)
Chartered Accountants
Petaling Jaya
Date: 4 April 2023
Corporate Information
1
Tengku Dato’ Sri Azmil Zahruddin Haakon Bruaset Kjoel Vimala V.R. Menon
Raja Abdul Aziz Non-Independent Non-Executive Director Independent Non-Executive Director
Chair, Non-Independent Non-Executive
Director Vivek Sood
1
Datuk Iain John Lo
Non-Independent Non-Executive Director Independent Non-Executive Director
Jørgen Christian Arentz Rostrup
Deputy Chair, Non-Independent Rita Skjaervik Khatijah Shah Mohamed
Non-Executive Director Non-Independent Non-Executive Director Independent Non-Executive Director
Dr. Shridhir Sariputta Hansa Tan Sri Abdul Farid Alias

Wijayasuriya Independent Non-Executive Director
Non-Independent Non-Executive
Director
Board Audit Committee Domicile and Country of Tricor Customer Service Centre
Tan Sri Abdul Farid Alias Incorporation Unit G-3, Ground Floor
Chair Malaysia Vertical Podium, Avenue 3
Khatijah Shah Mohamed Bangsar South, No. 8, Jalan Kerinchi
Member Registered Office 59200 Kuala Lumpur
Vimala V.R. Menon Level 30, Menara CelcomDigi Malaysia
Member No. 6, Persiaran Barat
Seksyen 52, 46200 Petaling Jaya Auditors
Board Governance and Risk Selangor Darul Ehsan Ernst & Young PLT
Management Committee Malaysia (LLP0022760-LCA & AF0039)
1
Vivek Sood Tel : 03-7200 2222 Chartered Accountants
Chair Fax : N/A Level 23A, Menara Milenium
Haakon Bruaset Kjoel Jalan Damanlela, Pusat Bandar Damansara
Member Investor Relations 50490 Kuala Lumpur
Khatijah Shah Mohamed Tel : 03-7200 2222 Malaysia
Member E-mail : [email protected] Tel : 03-7495 8000
Datuk Iain John Lo Fax : 03-2095 5332
Member Website
www.celcomdigi.com Stock Exchange Listing
Board Nomination and Main Market of Bursa Malaysia Securities
Remuneration Committee Share Registrar Berhad
Datuk Iain John Lo Tricor Investor & Issuing House Services Listed on : 18 December 1997
Chair Sdn Bhd Stock Name : CDB
Tan Sri Abdul Farid Alias (Registration No. 197101000970 (11324-H)) Stock Code : 6947
Member Unit 32-01, Level 32, Tower A
Vimala V.R. Menon Vertical Business Suite, Avenue 3 Principal Bankers
Member Bangsar South CIMB Islamic Bank Berhad
No. 8, Jalan Kerinchi Sumitomo Mitsui Banking Corporation
Secretaries 59200 Kuala Lumpur Malaysia Berhad
Choo Mun Lai (MAICSA No. 7039980) Malaysia MUFG Bank (Malaysia) Berhad
(SSM PC No. 201908001003) Tel : 03-2783 9299 RHB Islamic Bank Berhad
Fax : 03-2783 9222 Standard Chartered Bank Malaysia Berhad
Tai Yit Chan (MAICSA No. 7009143) E-mail : [email protected] Maybank Islamic Berhad
(SSM PC No. 202008001023) Web : www.tricorglobal.com
Note:
1
Appointed on 19 January 2023 after financial year
ended 31 December 2022
Corporate Directory
PRINCIPAL PLACE OF BUSINESS
HEAD OFFICES REGIONAL OPERATING OFFICES

Menara CelcomDigi Northern Region
No. 6, Persiaran Barat, 1-03-15, E-Gate Commercial Centre,
Seksyen 52, Lebuh Tunku Kudin 2,
46200 Petaling Jaya, Selangor 11700 Gelugor, Penang
D’House Ipoh Sales Office

Lot 10, Jalan Delima 1/1, C-G-02, Persiaran Greentown 3,
Subang Hi-Tech Industrial Park, Greentown Business Centre,
40000 Shah Alam, Selangor 30450 Ipoh, Perak
Southern Region
CENTRAL OPERATING OFFICES No. 1-3, Jalan Molek 1/9,
Lot 43, Jalan Delima 1/1, Taman Molek,
Subang Hi-Tech Industrial Park, 81100 Johor Bahru, Johor
40000 Shah Alam, Selangor
Melaka Sales Office
Wisma Celcom No. 2-1, Jalan Plaza Merdeka,
Jalan Kemajuan, Seksyen 13, Plaza Merdeka, Bandar Hilir Melaka,
46200 Petaling Jaya, Selangor 75000 Melaka
Eastern Region
No. 7, Section 1,
Bandar Indera Mahkota,
25000 Kuantan, Pahang
Sabah Region
Digi Telecommunications Sdn Bhd
Lot C-17-2, 2nd Floor,
Block C, KK Times Square,
88000 Kota Kinabalu, Sabah
Sarawak Region
Unit 6 & 7, Ground Floor,
Lot 10903-10905,
Jalan Bukit Mata,
93100 Kuching, Sarawak
For full list of Digi Store and Celcom bluecube, please visit our websites:
Digi Store:
https://www.digi.com.my/digi-store
Celcom bluecube:
https://www.celcom.com.my/support/store-locator
List of Top 10 Properties

as at 31 December 2022
Approximate Net Book

Age of Value as at
Date of Building 31.12.2022
No. Location Tenure Description / Existing Use Acquisition Area (Years) RM’000
1 Lot 10, Jalan Delima 1/1, Freehold Land with a building / 19.07.2001 284,485 sq ft 13 63,068
Subang Hi-Tech Industrial Park, office
40000 Shah Alam, Selangor
2 Lot 43, Jalan Delima 1/1, Freehold Land with a building / 06.04.2008 92,142 sq ft 9 59,053
Subang Hi-Tech Industrial Park, telecommunications (Title
40000 Shah Alam, Selangor operation centre transferred
date)
3 Lot 74, Section 13, Jalan Kemajuan Leasehold Land with a building / 23.03.1998 47,179 sq ft 26 34,691
46200 Petaling Jaya, Selangor 99 years network office
(expiring in 2065)
4 Lot 44651, Bandar Sri Manjalara Leasehold Land with a building, 31.12.2003 47,889 sq ft 22 11,177
Mukim Batu, Kuala Lumpur 99 years tower and cabins /
(expiring in 2077) network operation centre
5 Lot 42, Jalan Delima 1/1, Freehold Parking lot 28.04.2008 91,676 sq ft Not 8,234
Subang Hi-Tech Industrial Park, (Title Applicable
40000 Shah Alam, Selangor transferred
date)
6 No. 2 Jln 5/89 off Jalan Sekilau Leasehold Land with a building / 23.05.1997 5,619 sq ft 23 6,978
Kompleks Batu 3 ½ Cheras 85 years network office
Kuala Lumpur, Wilayah Persekutuan (expiring in 2085)
7 Lot 44650, Off Jalan 2/2b Leasehold Land with a building / 23.05.1997 37,448 sq ft 22 5,988
Bandar Sri Manjalara 99 years network operation centre
Mukim Batu, Kuala Lumpur (expiring in 2077)
8 H.S.(D) 12776, P.T. No. 15866 Leasehold Land with a building / 07.08.1996 7.5 acres 25 4,764
Mukim Bentong 99 years earth station complex
District of Bentong, Pahang (expiring in 2091)
9 Plot 1, Lorong Jelawat 4 Leasehold Land with a building / 01.08.1995 40,278 sq ft 25 4,592
Jaya Industrial Park, Mukim 1 99 years network operation centre
Seberang Perai Tengah, Pulau Pinang (expiring in 2073)
10 No. 7, Section 1, Bandar Indera Leasehold 66 years Land with a building / 23.05.1997 87,145 sq ft 24 4,422
Mahkota Industrial Zone (expiring in 2058) network operation centre
Kuantan, Pahang
Disclosure of Recurrent Related Party Transactions
At the Annual General Meeting (AGM) held on 13 May 2022, the Company obtained a shareholders’ mandate to allow the Group to
enter into recurrent related party transactions of revenue or trading nature.
In accordance with Practice Note 12 of MMLR of Bursa Securities, the details of recurrent related party transactions conducted during
the financial year ended 31 December 2022 pursuant to the shareholders’ mandate are disclosed as follows:-
CelcomDigi CelcomDigi Nature of transaction undertaken by/ Sales of goods Purchase of

Group with the and/or its provided to Digi and/or its subsidiaries and services goods and
following related subsidiary during the services during
parties companies financial year the financial year
(RM’000) (RM’000)
Telenor Group of Companies
Telenor Group Digi Business service costs, which include consultancy, 107 34,542
Telecommunications training programmes and advisory fees
Sdn. Bhd. (a wholly-
Personnel services payable and professional fees - 2,561
owned subsidiary of
CelcomDigi) International Accounting Settlement. This refers 14,515 8,851
to an arrangement for interconnection services on
international traffic between foreign carriers
International Roaming 382 1,382
IP Transit (Internet Upstream) expense - 24
Global connectivity services and common services - 3,143

cost
Services rendered on Enterprise Resource Planning - 4,449

and enterprise applications
License and trademarks - 9,428
Managed Services 97 28,563
Cloud based software infrastructure services - 9,124
Business Security cost - 6,601
Bandwidth leasing 3,712 974
Total 18,813 109,642

On 30 November 2022, the completion of merger between Celcom and Digi resulted in new related party relationships being formed,
including but not limited to, Axiata, and by extension Khazanah, who became our new Major Shareholders. As a result, the transactions
between CelcomDigi Group and the related parties, as well as transactions between Telenor Group and Celcom Group, are now
considered as related party transactions. These related party transactions are recurrent related party transactions of revenue or trading
nature in the ordinary course of business. The shareholders’ mandate for these recurrent related party transactions were obtained at
the Extraordinary General Meeting (EGM) held on 24 February 2023 for the transactions from the date of the EGM to the next AGM.
For information purposes, the details of these recurrent related party transactions conducted from the date of merger to 31 December
2022, for which the threshold requiring shareholders’ approval under the MMLR has not been crossed, are disclosed as follows:-

(RM’000) (RM’000)
Telenor Group of Companies
Telenor Group Celcom Group International interconnect and roaming services - 6
Total - 6
Axiata Group of Companies
Axiata Group CelcomDigi International interconnect and roaming services 67 1,613

Group
Axiata Group CelcomDigi Leased line / bandwidth leasing expense - 40

Group
Axiata Group CelcomDigi Commission fees on content related services 2,244 -

Group
Axiata Group CelcomDigi International SMS revenue 847 -

Group
Axiata Group CelcomDigi Content related expense - 209

Group
Axiata Group CelcomDigi Managed services including marketing and collection - 42

Group related cost
Axiata Group CelcomDigi Infrastructure leasing and related services - 57,558

Group
Axiata Group CelcomDigi IT related services 121 1,883

Group
Axiata Group CelcomDigi Mobile virtual network operator related revenue 519 -
Group
Axiata Group CelcomDigi Site infrastructure lease income 453 -

Group
Total 4,251 61,345


(RM’000) (RM’000)
Khazanah Group of Companies
Khazanah Group CelcomDigi Cloud based software infrastructure services 663 -

Group
Khazanah Group CelcomDigi Leased line / bandwidth leasing income 630 -

Group
Khazanah Group CelcomDigi Infrastructure leasing and related services - 915

Group
Khazanah Group CelcomDigi Domestic interconnect and roaming services 39 51

Group
Khazanah Group CelcomDigi Provision of Telecommunication Services 2,619 -

Group
Khazanah Group CelcomDigi Sales of Devices 272 -

Group
Total 4,223 966
Digital Nasional Berhad (DNB)
DNB CelcomDigi Site infrastructure lease income 396 -

Group
Total 396 -
Telekom Malaysia (TM) Group of Companies
TM Group CelcomDigi International interconnect and roaming services - 3

Group
Leased line / bandwidth leasing expense 369 20,488
Domestic interconnect and roaming services 2,482 540
Infrastructure leasing and related services 630 3,714
Provision of telecommunication services 242 -
Total 3,723 24,745
12,593 87,062
Notes:
Nature of the relationship of the related parties are as follows:

(a) Telenor Group refers to Telenor ASA and its subsidiaries. Telenor ASA is an indirect major shareholder of CelcomDigi.
(b) Axiata Group refers to Axiata Group Berhad and its subsidiaries. Axiata Group Berhad is a major shareholder of CelcomDigi.
(c) Khazanah Group refers to Khazanah Nasional Berhad (Khazanah), its subsidiaries and other related entities. Khazanah is a major shareholder of Axiata Group Berhad and
an indirect major shareholder of CelcomDigi.
(d) DNB is connected to CelcomDigi due to Khazanah, which is an indirect major shareholder of CelcomDigi and a person connected to DNB as Minister of Finance
(Incorporated) is the holding company of DNB and Khazanah.
(e) TM Group refers to Telekom Malaysia Berhad and its subsidiaries. Telekom Malaysia Berhad is connected to CelcomDigi due to Khazanah, which is an indirect major
shareholder of CelcomDigi and a major shareholder of TM Group.
Share Price Development
RM Share Price Development in 2022 Volume

(Mil)
5.0 Volume Share Price 35
30
4.0
25
3.0
20
15
2.0
10
1.0
5
0.0 0
01-Jan-22
22-Jan-22
12-Feb-22
05-Mar-22
26-Mar-22
16-Apr-22
07-May-22
28-May-22
18-Jun-22
09-Jul-22
30-Jul-22
20-Aug-22
10-Sep-22
01-Oct-22
22-Oct-22
12-Nov-22
03-Dec-22
24-Dec-22
1Q22 2Q22 3Q22 4Q22
Low (RM) 3.8 3.1 3.4 3.2
High (RM) 4.4 4.0 3.9 4.0
Average (RM) 4.0 3.5 3.6 3.7
Volume ('bil) 319.5 319.4 217.1 288.9
Average Daily Volume ('mil) 3.6 3.6 2.4 3.1
Historical Monthly Foreign Shareholdings
Our foreign shareholdings were higher in comparison to the trend a year ago, as the shareholdings increased from below 10.6% to
around 10.6% to 10.8% throughout 2022. This was mainly due to improved industry performance following the reopening of interna-
tional borders and recovering macroeconomic developments. The foreign shareholdings in December 2022 reduced to 7.1% following
the issuance of 3.9 billion new shares valued at RM15.8 billion as share consideration for the merger transaction.
Foreign shareholdings
10.7% 10.8% 10.8% 10.7%

10.6% 10.5% 10.6% 10.6% 10.6% 10.6% 10.6%
7.1%
Jan-22 Feb-22 Mar-22 Apr-22 May-22 Jun-22 Jul-22 Aug-22 Sep-22 Oct-22 Nov-22 Dec-22
Statistics on Shareholdings
As at 17 March 2023
Total number of Issued Shares : 11,731,507,988

Class of Equity Securities : Ordinary Share (“Share”)
Voting Rights : One vote per Share
ANALYSIS BY SIZE OF HOLDINGS AS AT 17 MARCH 2023

No. of No. of
Size of Holdings Holders % Shares %
1-99 1,160 4.451 12,104 0.000

100-1,000 11,766 45.150 6,655,705 0.057
1,001-10,000 10,426 40.008 41,713,276 0.356
10,001-100,000 2,004 7.690 55,320,867 0.471
100,001-586,575,398 (*) 700 2.686 2,171,195,548 18.507
586,575,399 AND ABOVE (**) 4 0.015 9,456,610,488 80.609
Total 26,060 100.000 11,731,507,988 100.000
Remarks:
* Less than 5% of issued shares
** 5% and above of issued shares
SUBSTANTIAL SHAREHOLDERS AS PER THE REGISTER OF SUBSTANTIAL SHAREHOLDERS AS AT 17 MARCH 2023
Number of Shares
Direct Deemed
Name Interest % Interest %
Telenor Asia Pte Ltd 3,883,129,144 33.100 - -

Telenor Mobile Communications AS - - 3,883,129,144 (a)
33.100
Telenor Mobile Holdings AS - - 3,883,129,144(b) 33.100
Telenor ASA - - 3,883,129,144 (c)
33.100
Axiata Group Berhad 3,883,129,144 33.100 - -
Khazanah Nasional Berhad - - 3,883,129,144 (d)
33.100
Employees Provident Fund Board 1,177,460,790 10.037 - -
AmanahRaya Trustees Berhad - Amanah Saham Bumiputera 600,797,000 5.121 - -
Notes:
(a)
Deemed interested by virtue of its 100% interest in Telenor Asia Pte Ltd pursuant to Section 8(4) of the Companies Act 2016.
(b)
Deemed interested by virtue of its 100% interest in Telenor Mobile Communications AS which has 100% interest in Telenor Asia Pte Ltd pursuant to Section 8(4) of the
Companies Act 2016.

(c)
Deemed interested by virtue of its 100% interest in Telenor Mobile Holding AS which has 100% interest in Telenor Mobile Communications AS, which in turn has 100%
interest in Telenor Asia Pte Ltd pursuant to Section 8(4) of the Companies Act 2016.
(d)
Deemed to have interest pursuant to Section 8 of the Companies Act 2016 through its associate, Axiata Group Berhad, which is a substantial shareholder of CelcomDigi
Berhad (formerly known as Digi.Com Berhad).
Statement of Directors’ and Chief Executives’ Shareholdings

As at 17 March 2023
Number of Shares
Direct Interest % Deemed Interest %
Directors
Tengku Dato’ Sri Azmil Zahruddin Raja Abdul Aziz - - - -
Jørgen Christian Arentz Rostrup - - - -
Dr. Shridhir Sariputta Hansa Wijayasuriya - - - -
Haakon Bruaset Kjoel - - - -
Vivek Sood - - - -
Rita Skjaervik - - - -
Tan Sri Abdul Farid Alias - - - -
Vimala V.R. Menon - - - -
Datuk Iain John Lo - - - -
Khatijah Shah Mohamed - - - -
Chief Executive Officer

Datuk Mohamad Idham Nawawi 2,000 negligible - -
Deputy Chief Executive Officer

Albern Murty 4,600 negligible - -
List of 30 Largest Shareholders

As at 17 March 2023
Name of Shareholders No. of Shares %
1 AXIATA GROUP BERHAD 3,883,129,144 33.099
2 CITIGROUP NOMINEES (ASING) SDN BHD 3,883,129,144 33.099

TELENOR ASIA PTE LTD (DIGI)
3 CITIGROUP NOMINEES (TEMPATAN) SDN BHD 1,089,554,600 9.287

EMPLOYEES PROVIDENT FUND BOARD
4 AMANAHRAYA TRUSTEES BERHAD 600,797,600 5.121

AMANAH SAHAM BUMIPUTERA
5 KUMPULAN WANG PERSARAAN (DIPERBADANKAN) 286,067,100 2.438
6 CARTABAN NOMINEES (ASING) SDN BHD 80,448,322 0.685

EXEMPT AN FOR STATE STREET BANK & TRUST COMPANY (WEST CLT OD67)
7 LEMBAGA TABUNG HAJI 70,022,150 0.596
8 CITIGROUP NOMINEES (TEMPATAN) SDN BHD 68,800,000 0.586

URUSHARTA JAMAAH SDN BHD (1)

AMANAH SAHAM MALAYSIA 2 - WAWASAN

AMANAH SAHAM BUMIPUTERA 2

AMANAH SAHAM MALAYSIA 3
12 CARTABAN NOMINEES (TEMPATAN) SDN BHD 50,766,500 0.432

PAMB FOR PRULINK EQUITY FUND
13 MAYBANK NOMINEES (TEMPATAN) SDN BHD 48,500,000 0.413

MAYBANK TRUSTEES BERHAD FOR PUBLIC ITTIKAL FUND
(N14011970240)
14 HSBC NOMINEES (ASING) SDN BHD 43,724,233 0.372

JPMCB NA FOR VANGUARD EMERGING MARKETS STOCK INDEX FUND
15 MAYBANK NOMINEES (TEMPATAN) SDN BHD 43,653,700 0.372

MAYBANK TRUSTEES BERHAD FOR PUBLIC REGULAR SAVINGS
FUND (N14011940100)

JPMCB NA FOR VANGUARD TOTAL INTERNATIONAL STOCK
INDEX FUND
List of 30 Largest Shareholders

As at 17 March 2023
Name of Shareholders No. of Shares %

EXEMPT AN FOR AIA BHD.
18 CITIGROUP NOMINEES (ASING) SDN BHD 36,241,572 0.308

CB SPORE GW FOR GOVERNMENT OF SINGAPORE (GIC C)
19 AHMAD SEBI BIN BAKAR 36,056,330 0.307

GREAT EASTERN LIFE ASSURANCE (MALAYSIA) BERHAD (PAR 1)

EMPLOYEES PROVIDENT FUND BOARD (NOMURA)

PUBLIC ITTIKAL SEQUEL FUND

J.P. MORGAN SECURITIES PLC

BNYM SA/NV FOR PEOPLE’S BANK OF CHINA
(SICL ASIA EM)

AMANAH SAHAM BUMIPUTERA 3 - DIDIK
26 CARTABAN NOMINEES (TEMPATAN) SDN BHD 20,770,600 0.177

PRUDENTIAL ASSURANCE MALAYSIA BERHAD FOR PRULINK
STRATEGIC FUND

GREAT EASTERN LIFE ASSURANCE (MALAYSIA) BERHAD
(PAR 3)

EMPLOYEES PROVIDENT FUND BOARD (CGS CIMB)
29 PERMODALAN NASIONAL BERHAD 18,561,900 0.158

BBH CO BOSTON FOR FIDELITY SALEM STREET TRUST - FIDELITY SAI EMERGING
MARKETS LOW VOLATILITY INDEX FUND
Notice of Annual General Meeting
NOTICE IS HEREBY GIVEN THAT the Twenty-Sixth Annual General Meeting (“26th AGM”) of CelcomDigi Berhad (formerly known as
Digi.Com Berhad) (“the Company”) will be conducted on a virtual basis through broadcast venue at Auditorium, Level Podium 6, Menara
CelcomDigi, No. 6, Persiaran Barat, Seksyen 52, 46200 Petaling Jaya, Selangor Darul Ehsan, Malaysia (“Broadcast Venue”) on Tuesday,
23 May 2023 at 10.00 a.m. or at any adjournment thereof, for the transaction of the following business:
AGENDA
Ordinary Business
1. To receive the Audited Financial Statements for the financial year ended 31 December 2022 together
with the Reports of the Directors and Auditors thereon.
(Please refer to Note 1 of the Explanatory Notes)

2. To re-elect Ms Vimala V.R. Menon who retires pursuant to Article 98(A) of the Company’s Articles of Ordinary Resolution 1
Association and being eligible, offers herself for re-election.

3. To re-elect the following Directors who retire pursuant to Article 98(E) of the Company’s Articles of
Association and being eligible, offer themselves for re-election:
(i) Tengku Dato’ Sri Azmil Zahruddin Raja Abdul Aziz Ordinary Resolution 2
(ii) Mr Jørgen Christian Arentz Rostrup Ordinary Resolution 3
(iii) Dr. Shridhir Sariputta Hansa Wijayasuriya Ordinary Resolution 4
(iv) Mr Vivek Sood Ordinary Resolution 5
(v) Ms Rita Skjaervik Ordinary Resolution 6
(vi) Tan Sri Abdul Farid Alias Ordinary Resolution 7
(vii) Puan Khatijah Shah Mohamed Ordinary Resolution 8

4. To approve the payment of Directors’ fees of up to RM2,250,000 and benefits payable of up to RM110,000 Ordinary Resolution 9
to the Non-Executive Directors with effect from 23 May 2023 until the conclusion of the next Annual
General Meeting (“AGM”) of the Company.
5. To re-appoint Ernst & Young PLT as Auditors of the Company for the financial year ending 31 December Ordinary Resolution 10
2023 and to authorise the Directors to fix their remuneration.
Special Business
To consider and, if deemed fit, to pass the following resolutions:-
6. Ordinary Resolution Ordinary Resolution 11

Proposed Renewal of Existing Shareholders’ Mandate for Recurrent Related Party Transactions of a
Revenue or Trading Nature between CelcomDigi Berhad (formerly known as Digi.Com Berhad) and its
subsidiaries (“CelcomDigi Group”) and Telenor ASA and its subsidiaries (“Telenor Group”) (“Proposed
Renewal of Shareholders’ Mandate 1”)
“THAT, subject to the provisions of the Main Market Listing Requirements (“MMLR”) of Bursa Malaysia
Securities Berhad (“Bursa Securities”), approval be and is hereby given to the Company and its subsidiaries
to enter into recurrent related party transactions of a revenue or trading nature with Telenor Group as set
out in Appendix I of the Circular to Shareholders dated 21 April 2023 (“Circular”), which are necessary for
the day-to-day operations and/or in the ordinary course of business of the Company and its subsidiaries
on terms not more favourable to the related parties than those generally available to the public and are
not detrimental to the minority shareholders of the Company and that such approval shall continue to be
in force until:
(i) the conclusion of the next AGM of the Company following the forthcoming AGM at which the
Proposed Renewal of Shareholders’ Mandate 1 shall be passed, at which time it will lapse, unless by a
resolution passed at the next AGM, the authority conferred by this resolution is renewed;
(ii) the expiration of the period within which the next AGM of the Company is required to be held
pursuant to subsection 340(2) of the Companies Act 2016 (but shall not extend to such extension as
may be allowed pursuant to subsection 340(4) of the Companies Act 2016); or
(iii) revoked or varied by resolution passed by the shareholders at a general meeting,
whichever is the earlier.
AND THAT the Directors of the Company be and are hereby authorised and empowered to complete
and do all such acts and things (including executing all such documents as may be required) as they may
consider expedient or necessary to give effect to the Proposed Renewal of Shareholders’ Mandate 1.”

Revenue or Trading Nature between CelcomDigi Group and Axiata Group Berhad and its subsidiaries
(“Axiata Group”) (“Proposed Renewal of Shareholders’ Mandate 2”)
“THAT, subject to the provisions of the MMLR of Bursa Securities, approval be and is hereby given to the
Company and its subsidiaries to enter into recurrent related party transactions of a revenue or trading
nature with Axiata Group as set out in Appendix I of the Circular, which are necessary for the day-to-day
operations and/or in the ordinary course of business of the Company and its subsidiaries on terms not
more favourable to the related parties than those generally available to the public and are not detrimental
to the minority shareholders of the Company and that such approval shall continue to be in force until:

Revenue or Trading Nature between CelcomDigi Group and Khazanah Nasional Berhad and its related
entities (“Khazanah Group”) (“Proposed Renewal of Shareholders’ Mandate 3”)
nature with Khazanah Group as set out in Appendix I of the Circular, which are necessary for the day-to-
day operations and/or in the ordinary course of business of the Company and its subsidiaries on terms not

Revenue or Trading Nature between CelcomDigi Group and Digital Nasional Berhad (“DNB”) (“Proposed
Renewal of Shareholders’ Mandate 4”)
“THAT, subject to the provisions of the MMLR of Bursa Securities, approval be and is hereby given
to the Company and its subsidiaries to enter into recurrent related party transactions of a revenue or
trading nature with DNB as set out in Appendix I of the Circular, which are necessary for the day-to-day

Proposed Renewal of Existing Shareholders’ Mandate for Recurrent Related Party Transactions
of a Revenue or Trading Nature between CelcomDigi Group and Telekom Malaysia Berhad and its
subsidiaries (“TM Group”) (“Proposed Renewal of Shareholders’ Mandate 5”)
nature with TM Group as set out in Appendix I of the Circular, which are necessary for the day-to-day

11. Special Resolution Special Resolution

Proposed adoption of new Constitution of the Company (“Proposed Adoption”)
“THAT approval be and is hereby given to revoke the existing Memorandum and Articles of Association of
the Company in its entirety, and in place thereof, the proposed new Constitution of the Company in the
form as set out in Appendix III of the Circular, be and is hereby adopted as the new Constitution of the
Company with immediate effect.
AND THAT the Directors and the Company Secretaries of the Company be and are hereby authorised
to do all such acts and things and to take all such steps as they deem fit, necessary, expedient and/or
appropriate in order to complete and give full effect to the Proposed Adoption with full powers to assent
to any condition, modification, variation and/or amendment as may be required or imposed by the relevant
authorities.”
12. To transact any other business of which due notice shall has been given in accordance with the Companies
Act 2016 and the Company’s Articles of Association.
By Order of the Board

CELCOMDIGI BERHAD (FORMERLY KNOWN AS DIGI.COM BERHAD)
CHOO MUN LAI (MAICSA 7039980)

SSM PC No: 201908001003
TAI YIT CHAN (MAICSA 7009143)

SSM PC No: 202008001023
Company Secretaries
Selangor Darul Ehsan, Malaysia
21 April 2023
NOTES
(i) The 26th AGM of the Company will be conducted on a virtual basis through live streaming and online voting using Remote
Participation and Electronic Voting (“RPEV”) facilities at https://meeting.boardroomlimited.my. The procedures for members to
register, attend, speak (in the form of real time submission of typed texts) and vote (collectively, “participate”) remotely via the
RPEV facilities are provided in the Administrative Guides for the 26th AGM which is also available on the Company’s website at
https://celcomdigi.listedcompany.com/agm.html.
(ii) The Broadcast Venue is strictly for the purpose of complying with subsection 327(2) of the Companies Act 2016 which requires
the Chair of the 26th AGM of the Company to be present at the main venue in Malaysia. Shareholders/Proxies/Corporate
Representatives WILL NOT BE ALLOWED to attend the 26th AGM in person at the Broadcast Venue on the day of the Meeting.
Any shareholders or proxies or corporate representatives who turn up at the Broadcast Venue would be requested to leave the
venue politely.
(iii) In respect of deposited securities, only shareholders whose names appear on the Record of Depositors on 16 May 2023 (General
Meeting Record of Depositors) shall be eligible to attend, participate, speak and/or vote at the Meeting.
(iv) A shareholder entitled to participate at the 26th AGM is entitled to appoint not more than two (2) proxies to participate on his/her
behalf. Where a shareholder appoints more than one (1) proxy, the appointment shall not be valid unless the shareholder specifies
the proportions of his/her shareholdings to be represented by each proxy.
(v) A proxy or attorney need not be a shareholder of the Company. There shall be no restriction as to the qualification of the proxy. A
proxy appointed to participate at the Meeting shall have the same rights as the shareholder to speak at the Meeting.
(vi) Where a shareholder of the Company is an Exempt Authorised Nominee which holds ordinary shares in the Company for multiple
beneficial owners in one securities account (omnibus account) as defined under the Securities Industry (Central Depositories)
Act 1991, there shall be no limit to the number of proxies which the Exempt Authorised Nominee may appoint in respect of each
omnibus account it holds.
(vii) The instrument appointing a proxy shall be in writing under the hand of the appointer or his attorney duly authorised in writing,
and in the case of a corporation, either under its common seal or under the hand of an officer or attorney duly authorised.
(viii) The instrument appointing a proxy together with the power of attorney (if any) or a certified copy thereof must be deposited at the
Poll Administrator’s Office, Boardroom Share Registrars Sdn Bhd at 11th Floor, Menara Symphony, No. 5, Jalan Professor Khoo
Kay Kim, Seksyen 13, 46200 Petaling Jaya, Selangor Darul Ehsan, Malaysia at least forty-eight (48) hours before the time appointed
for holding the meeting or adjourned meeting, otherwise the instrument of proxy should not be treated as valid. Alternatively, the
Form of Proxy can be submitted electronically via https://investor.boardroomlimited.com before the Form of Proxy submission
cut-off time as mentioned in the above. For further information on the electronic submission of Form of Proxy, kindly refer to the
Administrative Guides.
(ix) If you have submitted your Form of Proxy and subsequently decide to appoint another person or wish to participate in our virtual
26th AGM by yourself, please write in to [email protected] to revoke the earlier appointed proxy before the
26th AGM. On revocation, your proxy(ies) will not be allowed to participate in the 26th AGM. In such event, you should advise your
proxy accordingly.
(x) Pursuant to Paragraph 8.29A of the MMLR of Bursa Securities, all the resolutions set out in the Notice of 26th AGM will put to
vote by way of poll. Poll Administrator and Independent Scrutineers will be appointed to conduct the polling process and verify the
results of the poll respectively.
EXPLANATORY NOTES
1. Audited Financial Statements for the financial year ended 31 December 2022
The Audited Financial Statements under Item 1 of the Agenda are laid in accordance with subsection 340(1)(a) the Companies Act
2016 for discussion only. They do not require shareholders’ approval and hence, this agenda item will not be put forward for voting.
2. Ordinary Resolutions 1 to 8 – Re-election of Directors
The Board via the Board Nomination and Remuneration Committee has reviewed the performance of each Director subject for re-
election, through an annual assessment, and are satisfied with the performance, contribution and effectiveness of the Directors.
Ms Vimala V.R. Menon, Tengku Dato’ Sri Azmil Zahruddin Raja Abdul Aziz, Mr Jørgen Christian Arentz Rostrup, Dr. Shridhir
Sariputta Hansa Wijayasuriya, Mr Vivek Sood, Ms Rita Skjaervik, Tan Sri Abdul Farid Alias and Puan Khatijah Shah Mohamed being
eligible, have offered themselves for re-election at this 26th AGM.
These eight (8) retiring Directors have abstained from deliberations and decisions on their own eligibility and suitability to stand
for re-election at the relevant Board and Board Committees meetings. They do not hold any shares in the Company and have no
conflict of interests with the Company. The profiles of these retiring Directors are set out from pages 77 to 81 of the Integrated
Annual Report 2022.
3. Ordinary Resolution 9 - Payment of Directors’ Fees and Benefits
Pursuant to subsection 230(1) of the Companies Act 2016, the fees of the directors, and any benefits payable to the directors
including any compensation for loss of employment of a director or former director of a public company or a listed company and its
subsidiaries, shall be approved at a general meeting.
The fees and benefits structure of the Non-Executive Directors of the Company are as follows:
- Monthly fixed fees for duties as Chair/Directors;

- Monthly fixed fees for duties as Board Committees Chair/Members; and
- Medical and insurance coverage, telecommunication facilities and other claimable benefits payable of up to RM110,000.
The Non-Executive Directors, who are also employees of Telenor Group or Axiata Group shall not be entitled to the Directors’ fees
and benefits payable.
The Directors’ fees and benefits payable for the Non-Executive Directors for the period from 23 May 2023 until the conclusion
of the next AGM of the Company (“Mandate Period”) are estimated not to exceed RM2.4 million. The calculation is based on the
assumption that the number of Non-Executive Directors will remain until the next AGM. This resolution is to facilitate payment of
the Directors’ fees and benefits for the Mandate Period. The Board will seek shareholders’ approval at the next AGM in the event
the Directors’ fees and benefits proposed are insufficient.
The breakdown of the detailed Directors’ remuneration for the financial year ended 31 December 2022 is disclosed in the
Integrated Annual Report 2022 and Corporate Governance Report 2022, which are accessible to the public at the Company’s
website.
4. Ordinary Resolution 10 - Re-appointment of Ernst & Young PLT as Auditors of the Company
The Board had via the Board Audit Committee evaluated the independence, competency and reliability of Ernst & Young PLT
(“EY”) according to the relevant criteria prescribed by Paragraph 15.21 of the MMLR of Bursa Securities. The Board was satisfied
with the performance of EY and had recommended the re-appointment of EY as Auditors of the Company for the financial year
ending 31 December 2023 to the shareholders for approval.
5. Ordinary Resolutions 11 to 15 - Proposed Renewal of Shareholders’ Mandates 1 to 5
Ordinary Resolutions 11 to 15 proposed under items 6 to 10 of the Agenda, if passed, will allow CelcomDigi Group to enter into
recurrent related party transactions, in accordance with Paragraph 10.09 of the MMLR of Bursa Securities, without the necessity
to convene separate general meetings from time to time to seek shareholders’ approval as and when such recurrent related
party transactions occur. This would reduce substantial administrative time and expenses associated with the convening of such
meetings without compromising the corporate objectives of CelcomDigi Group or affecting the business opportunities available
to CelcomDigi Group. The shareholders’ mandates are subject to renewal on an annual basis.
Please refer to Part A of the Circular for further information.

6. Special Resolution - Proposed Adoption
The Special Resolution, if passed, will streamline the Company’s Constitution with the prevailing statutory and regulatory
requirements and to enhance administrative efficiency and provide greater clarity to the Constitution.
Please refer to Part B of the Circular for further information.
Personal data privacy

By submitting an instrument appointing a proxy(ies) and/or representative(s) to attend, participate, speak and vote at the 26th AGM and/or any
adjournment thereof, a shareholder of the Company, the said proxy(ies) and/or representative(s) (i) consents to the collection, use and disclosure of
the shareholder’s and/or the said proxy(ies) and/or representative(s) personal data by the Company (or its agents) for the purpose of processing and
administration by the Company (or its agents) of proxies and representatives appointed for the 26th AGM (including any adjournment thereof),
and the preparation and compilation of the attendance lists, minutes and other documents relating to the 26th AGM (including any adjournment
thereof), and in order for the Company (or its agents) to comply with any applicable laws, listing rules, regulations and/or guidelines (collectively,
the “Purposes”), (ii) warrants that where the Shareholder discloses the personal data of the shareholder’s proxy(ies) and/or representative(s) to
the Company (or its agents), the shareholder has obtained the prior consent of such proxy(ies) and/or representative(s) for the collection, use and
disclosure by the Company (or its agents) of the personal data of such proxy(ies) and/or representative(s) for the Purposes, and (iii) agrees that the
shareholder will indemnify the Company in respect of any penalties, liabilities, claims, demands, losses and damages as a result of the shareholder’s
breach of warranty.
FORM OF CELCOMDIGI BERHAD
(formerly known as Digi.Com Berhad)
No. of shares held :
PROXY Registration No. 199701009694 (425190-X)

(Incorporated in Malaysia)
CDS Account No. :
I/We* NRIC / Passport / Registration No.*

(Name in full)
of
(Address)
with email address tel. no./mobile no.

being a shareholder/shareholders* of CELCOMDIGI BERHAD (formerly known as Digi.Com Berhad) (“the Company”), hereby appoint(s):-
Full Name: NRIC/Passport No.: Proportion of shareholding to be represented by

the proxy/proxies:
No. of Shares %
Address:
Tel. No./Mobile No.: Email Address:
*and/or
Full Name: NRIC/Passport No.: Proportion of shareholding to be represented by

the proxy/proxies:
No. of Shares %
Address:
Tel. No./Mobile No.: Email Address:
*and/or
or failing him/her, the *Chair of the Meeting as my/our proxy to vote for me/us on my/our behalf at the Twenty-Sixth Annual General Meeting (“26th AGM”) of
the Company to be conducted on a virtual basis at the broadcast venue at Auditorium, Level Podium 6, Menara CelcomDigi, No. 6, Persiaran Barat, Seksyen
52, 46200 Petaling Jaya, Selangor Darul Ehsan, Malaysia (“Broadcast Venue”) on Tuesday, 23 May 2023 at 10.00 a.m. or at any adjournment thereof.
*Please delete as appropriate.
This proxy is to vote on the resolutions set out in the Notice of the Meeting, as indicated with an ‘X’ in the appropriate spaces below. If no specific direction
as to voting is given, the proxy will vote or abstain from voting at his/her discretion.
No. Resolution
Ordinary Business For Against
1 Re-election of Ms Vimala V.R. Menon as Director. Ordinary Resolution 1
2 Re-election of Tengku Dato’ Sri Azmil Zahruddin Raja Abdul Aziz as Director. Ordinary Resolution 2
3 Re-election of Mr Jørgen Christian Arentz Rostrup as Director. Ordinary Resolution 3
4 Re-election of Dr. Shridhir Sariputta Hansa Wijayasuriya as Director. Ordinary Resolution 4
5 Re-election of Mr Vivek Sood as Director. Ordinary Resolution 5
6 Re-election of Ms Rita Skjaervik as Director. Ordinary Resolution 6
7 Re-election of Tan Sri Abdul Farid Alias as Director. Ordinary Resolution 7
8 Re-election of Puan Khatijah Shah Mohamed as Director. Ordinary Resolution 8
9 Approval of the payment of Directors’ fees and benefits payable to the Non-Executive Directors. Ordinary Resolution 9
10 Re-appointment of Ernst & Young PLT as Auditors of the Company and to authorise the Directors Ordinary Resolution 10
to fix their remuneration.
Special Business
11 Proposed Renewal of Shareholders’ Mandate 1. Ordinary Resolution 11
12 Proposed Renewal of Shareholders' Mandate 2. Ordinary Resolution 12
16 Proposed Adoption. Special Resolution
Signed this day of , 2023

Signature or Common Seal of Shareholder(s)
Tel. No
Notes:
(i) The 26th AGM of the Company will be conducted on a virtual basis through live streaming and online voting using Remote Participation and Electronic Voting
(“RPEV”) facilities at https://meeting.boardroomlimited.my. The procedures for members to register, attend, speak (in the form of real time submission of typed
texts) and vote (collectively, “participate”) remotely via the RPEV facilities are provided in the Administrative Guides for the 26th AGM which is also available on the
Company’s website at https://celcomdigi.listedcompany.com/agm.html.
(ii) The Broadcast Venue is strictly for the purpose of complying with subsection 327(2) of the Companies Act 2016 which requires the Chair of the 26th AGM of the
Company to be present at the main venue in Malaysia. Shareholders/Proxies/Corporate Representatives WILL NOT BE ALLOWED to attend the 26th AGM in
person at the Broadcast Venue on the day of the Meeting. Any shareholders or proxies or corporate representatives who turn up at the Broadcast Venue would be
requested to leave the venue politely.
(iii) In respect of deposited securities, only shareholders whose names appear on the Record of Depositors on 16 May 2023 (General Meeting Record of Depositors) shall
be eligible to attend, participate, speak and/or vote at the Meeting.
(iv) A shareholder entitled participate at the 26th AGM is entitled to appoint not more than two (2) proxies to participate on his/her behalf. Where a shareholder
appoints more than one (1) proxy, the appointment shall not be valid unless the shareholder specifies the proportions of his/her shareholdings to be represented by
each proxy.
(v) A proxy or attorney need not be a shareholder of the Company. There shall be no restriction as to the qualification of the proxy. A proxy appointed to participate at
the Meeting shall have the same rights as the shareholder to speak at the Meeting.
(vi) Where a shareholder of the Company is an Exempt Authorised Nominee which holds ordinary shares in the Company for multiple beneficial owners in one securities
account (omnibus account) as defined under the Securities Industry (Central Depositories) Act 1991, there shall be no limit to the number of proxies which the
Exempt Authorised Nominee may appoint in respect of each omnibus account it holds.
Fold along this line (1)
Affix
Stamp
Here
Poll Administrator Office for
CelcomDigi Berhad (formerly known as Digi.Com Berhad)
(Registration No. 199701009694 (425190-X))
Boardroom Share Registrars Sdn Bhd
11th Floor, Menara Symphony
No. 5, Jalan Professor Khoo Kay Kim
Seksyen 13, 46200 Petaling Jaya
Selangor Darul Ehsan
Malaysia
Fold along this line (2)

(vii) The instrument appointing a proxy shall be in writing under the hand of the appointer or his attorney duly authorised in writing, and in the case of a corporation,
either under its common seal or under the hand of an officer or attorney duly authorised.
(viii) The instrument appointing a proxy together with the power of attorney (if any) or a certified copy thereof must be deposited at the Poll Administrator’s Office,
Boardroom Share Registrars Sdn Bhd at 11th Floor, Menara Symphony, No. 5, Jalan Professor Khoo Kay Kim, Seksyen 13, 46200 Petaling Jaya, Selangor Darul Ehsan,
Malaysia at least forty-eight (48) hours before the time appointed for holding the meeting or adjourned meeting, otherwise the instrument of proxy should not be
treated as valid. Alternatively, the Form of Proxy can be submitted electronically via https://investor.boardroomlimited.com before the Form of Proxy submission
cut-off time as mentioned in the above. For further information on the electronic submission of Form of Proxy, kindly refer to the Administrative Guides.
(ix) If you have submitted your Form of Proxy and subsequently decide to appoint another person or wish to participate in our virtual 26th AGM by yourself, please
write in to [email protected] to revoke the earlier appointed proxy before the 26th AGM. On revocation, your proxy(ies) will not be allowed to
participate in the 26th AGM. In such event, you should advise your proxy accordingly.
(x) Pursuant to Paragraph 8.29A of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, all the resolutions set out in the Notice of 26th AGM
will put to vote by way of poll. Poll Administrator and Independent Scrutineers will be appointed to conduct the polling process and verify the results of the poll
respectively.
Personal Data Privacy

By submitting an instrument appointing a proxy(ies) and/or representative(s), the shareholder accepts and agrees to the personal data privacy terms set out in the Notice of 26th AGM
dated 21 April 2023.
www.celcomdigi.com
CelcomDigi Berhad
[formerly known as Digi.Com Berhad]
Reg. No. 199701009694 (425190-X)
Menara CelcomDigi
No. 6, Persiaran Barat,
Seksyen 52,
46200 Petaling Jaya,
Selangor, Malaysia
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Advancing

Integrated Annual Report 2022

1 Who We Are 82 CelcomDigi’s Management

3 OUR PLANS FOR SUCCESS 127 Statutory Declaration

4 how we create value 7 other information

Scan this QR Code to download our digital

About This Report

Scope and Reporting Boundaries Forward-Looking Statements Approval by the Board

Creating A World Inspired By You

Our core identity is a synthesis of the unique strengths of Celcom

Stronger Together Responsible and Caring

OUR Creating A World Inspired By You

Our Journey towards Merger

marks a new chapter

Our Journey towards Merger

On 21 June 2021, Telenor On 24 November 2021, a merger On 29 June 2022,

On 18 November 2022, Axiata Group and Digi

On 1 December 2022, CelcomDigi was established, marking a new

2023 and beyond

As one of the country’s largest companies,

Our purpose drives how we manage

Top 25 percentile corporate listed in the index

Total Revenue (RM) EBITDA Margin 245 tonnes ISO14001:2015 Certified

47.0 billion 37.5 billion Human Capital

90% 10.7 million million 2,245 91,000

Our Corporate Structure

DIGI TELECOMMUNICATIONS Y3LLOWLABS

INFRANATION CELCOM NETWORKS

CELCOM MOBILE TUNE TALK

CELCOM RETAIL HOLDING CELCOM RETAIL

CELCOM ESCAPE SDN BHD

CELCOM TIMUR (SABAH)

INFRONT CONSULTING INFRONT CONSULTING

Chair of the Board’s Statement

The establishment of CelcomDigi through the merger of

I am honoured and fully committed to being a

YM Tengku Dato’ Sri Azmil Zahruddin

Chair of the Board’s Statement

Developing CelcomDigi into a Top Telco-

We are now ready to drive cutting-

Conversation with the Chief Executive Officer

2022 was truly a momentous year for us. Amid

CelcomDigi was established with the aim of realising the

Today, CelcomDigi is the largest telecommunications service provider in

We aspire for CelcomDigi to be the Malaysian based technology company

Datuk Idham Nawawi

Conversation with the Chief Executive Officer

Q1 How would you describe

Q2 What were some of the key

Conversation with the Chief Executive Officer

c) Consistent shareholder returns: ensure we have a sustainable pathway to a

Q4 How will CelcomDigi continue

Five-Year Financial Summary

RM Million 2018 2019 2020 2021 2022

Return on equity 229% 217% 201% 184% 13%

Our Business Model

Our business model illustrates how we employ our key assets to

Com artners, and NG bility

Strong Leadership Corporate Governance Financial Resilience VALUE Created

Our Business Model