Voting Item of Agenda No.

AMENDMENTS OF THE

ARTICLES OF INCORPORATION
OF
CamGSM PLC.
ក្រុមហ៊ុន ខេម ជ្ជីខេសខេម ម.រ
A PUBLIC LIMITED COMPANY
Dated on 23 March 2023

OLD ARTICLE OF THE ARTICLES OF INCORPORATION DATED ON 23 MARCH 2023

Article 8. Shareholders. The names and addresses of the Shareholders are:

1. ROYAL MILLICOM CO., LTD., a company incorporated under the laws of Kingdom of
Cambodia, having its registered office at No. 246, Monivong Blvd., Sangkat Boeung Raing,
Khan Daun Penh, Phnom Penh City, represented by Neak Oknha KITH MENG, Businessman,
a citizen of Cambodia, holding Cambodian Identification Card no. 011278430 dated 28-
11-2016, residing at No. 246, Street 93, Phum 10, Sangkat Boeung Raing, Khan Daun
Penh, Phnom Penh City.
2. Neak Oknha KITH MENG, Businessman, a citizen of Cambodia, holding Cambodian
Identification Card no. 011278430 dated 28-11-2016, residing at No. 246, Street 93,
Phum 10, Sangkat Boeung Raing, Khan Daun Penh, Phnom Penh City.

NEW ARTICLE

Article 8. Shareholders.

1. ROYAL MILLICOM CO., LTD., a company incorporated under the laws of Kingdom of
Cambodia, having its registered office at No. 246, Monivong Blvd., Sangkat Boeung Raing,
Khan Daun Penh, Phnom Penh City, represented by Neak Oknha KITH MENG, Businessman,
a citizen of Cambodia, holding Cambodian Identification Card no. 011278430 dated 28-
11-2016, residing at No. 246, Street 93, Phum 10, Sangkat Boeung Raing, Khan Daun
Penh, Phnom Penh City.
2. Neak Oknha KITH MENG, Businessman, a citizen of Cambodia, holding Cambodian
Identification Card no. 011278430 dated 28-11-2016, residing at No. 246, Street 93,
Phum 10, Sangkat Boeung Raing, Khan Daun Penh, Phnom Penh City.

3. Public Shareholders trading shares at the Cambodia Stock Exchange and registered daily.
OLD ARTICLE OF THE ARTICLES OF INCORPORATION DATED ON 23 MARCH 2023

Article 9. Shareholding.

9.1 The Shareholders, as specified above, are the holders of Class B shares and shall hold the
respective shares and capital as follows:

SHAREHOLDERS NUMBER OF SHARE CAPITAL IN CASH PERCENTAGE

SHARES OF OWNERSHIP
KHR USD

ROYAL MILLICOM
1,930,500,000 579,150,000,000 144,787,500
CO., LTD. 99.0%

Neak Oknha KITH

19,500,000 5,850,000,000 1,462,500
MENG 1.00%

TOTAL 1,950,000,000 585,000,000,000 146,250,000 100.00%

NEW ARTICLE

Article 9. Shareholding.

9.1 The Shareholders, as specified above, are the holders of Classes of shares and shall hold
the respective shares and capital as follows:

No Shareholders Type of Shares No. Shares Ownership

Class B Voting Shares
1 Royal Millicom Co., Ltd Ordinary Voting 1,930,500,000 98.53%
2 Neak Oknha Kith Meng Ordinary Voting 19,500,000 1.00%
Subtotal 1,950,000,000 99.53%
Class A Voting Shares: Public Floating Shares
3 Public share Ordinary Voting 9,271,206 0.47%
Subtotal 9,271,206 0.47%
Total 1,959,271,206 100.00%
OLD ARTICLE OF THE ARTICLES OF INCORPORATION DATED ON 23 MARCH 2023

Article 16. Annual General Meeting and Extraordinary General Meeting of Shareholders.
An annual general meeting of the Shareholders shall be held at least once a year but not
later than 6 (six) months after the end of each fiscal year. Extraordinary General Meeting of
Shareholders may be proposed to be held at any time by a decision of 1/3 of Board of
Directors or by a written petition signed by the shareholders holding not less than 51% (fifty-
one percent) of the voting shares. All General Meetings shall be held at the Company’s
registered address or at any other place within or outside Cambodia as determined by the
Board of Directors, provided that the Shareholders may participate in a General Meeting by
means of video/audio conference, without the need for the Shareholders to be physically
present at the meeting and participation by the Shareholders at a General Meeting via such
means constitutes participation in person.

NEW ARTICLE

Article 16. Annual General Meeting and Extraordinary General Meeting of Shareholders.
16.1. An annual general meeting of the Shareholders shall be held at least once a year but
not later than 6 (six) months after the end of each fiscal year. Extraordinary General Meeting
of Shareholders may be proposed to be held at any time by a decision of 1/3 of Board of
Directors or by a written petition signed by the shareholders holding not less than 51% (fifty-
one percent) of the voting shares. All General Meetings shall be held at the Company’s
registered address or at any other place within or outside Cambodia as determined by the
Board of Directors, provided that the Shareholders may participate in a General Meeting by
means of video/audio conference, without the need for the Shareholders to be physically
present at the meeting and participation by the Shareholders at a General Meeting via such
means constitutes participation in person.
16.2. In the general meeting of Shareholders, the general meeting shall review and decide
on the following main agendas as requested by the Board of Directors to the General Meeting
of Shareholders:
- Amendment or cancellation of the company's articles of association
- Selection, change or removal of the position of director
- Dissolution of mergers and acquisitions
- Repurchase of equity securities
- Dissolution and liquidation of the company
- Determining the policy of dividend distribution
- Issuance of additional securities, printing of promissory notes, bonds and other forms of
debt and the terms of all these securities.
- Determining the policy on benefits or allowances for the director
- Report on the annual action plan and budget approved by the Board of Directors
- Report on annual performance and potential challenges
 16.3 The General Meeting of Shareholders shall decide on the distribution of the Company's
dividends to the shareholders through the notice of dividends sent by the Board of Directors.

OLD ARTICLE OF THE ARTICLES OF INCORPORATION DATED ON 23 MARCH 2023

Article 29. Powers of the Board.

The Board shall have general powers to manage the Company which include, but are not
limited to, the power to:
29.1. Appoint and remove all officers of the Company and determine the specific powers
for such officers;
29.2. Set the salaries and other compensation for all officers of the Company;
29.3. Propose the salary or other compensation for all directors and submit such
proposal to the Shareholder for approval;
29.4. Issue notes, bonds, debentures and other forms of debt and the terms of such
instruments;
29.5. Propose to the Shareholder amendments to these Articles of Incorporation;
29.6. Propose to the Shareholder an agreement of merger or consolidation between the
Company and any other person;
29.7. Propose to the Shareholder the sale of all or a major part of the Company's assets;
29.8. Propose to the Shareholder the dissolution or liquidation of the Company;
29.9. Declare dividends in accordance with accounting principles and the terms of
payment of each class of shares entitled to receive dividends;
29.10. Issue shares in the Company to the extent permitted under these Articles of
Incorporation and in accordance with the Law on Commercial Enterprises;
29.11. Borrow money on behalf of the Company;
29.12. Issue, reissue or sell securities in the Company;
29.13. Give a guarantee on behalf of the Company;
29.14. Mortgage pledge or otherwise create a secured interest in any or all property of
the Company to secure any obligation of the Company;
29.15. Prepare financial statements each fiscal year (defined below) for submission to the
Shareholder for approval; and
29.16. Approval of the dividend policy of the Company regarding the declaration and
payment of dividends and any change to such policy
NEW ARTICLE
Article 29. Powers and Roles of the Board. The Board shall have general powers and roles to
manage the Company which include, but are not limited to, the power and role to:
29.1. Appoint and remove the president/chief executive officer (CEO), the corporate
secretary, the head of internal audit, and the corporate disclosure officers;
29.2. Set the salaries and other compensation for all officers of the Company;
29.3. Propose the salary or other compensation for all directors and submit such
proposal to the Shareholder for approval;
29.4. Issue notes, bonds, debentures and other forms of debt and the terms of such
instruments; by requesting a decision from the shareholders.

29.5. Propose to the Shareholder amendments to these Articles of Incorporation;

29.6. Propose to the Shareholder an agreement of merger or consolidation between the
Company and any other person;
29.7. Propose to the Shareholder the sale of all or a major part of the Company's assets;
29.8. Propose to the Shareholder the dissolution or liquidation of the Company;
29.9. Propose dividends distribution for shareholders’ approval in accordance with
accounting principles and the terms of payment of each class of shares entitled to
receive dividends; in accordance with the company's dividend distribution policy.
29.10. Issue shares in the Company to the extent permitted under these Articles of
Incorporation and in accordance with the Law on Commercial Enterprises;
29.11. Borrow money on behalf of the Company;
29.12. Give a guarantee on behalf of the Company;
29.13. Mortgage pledge or otherwise create a secured interest in any or all property of
the Company to secure any obligation of the Company;
29.14. Prepare financial statements each fiscal year (defined below) for submission to the
Shareholder for approval; and
29.15. Request shareholders to approve the company's dividend distribution policy and
any change to such policy
29.16. Ensure that the listed companies effectively communicate with shareholders and
stakeholders;
29.17. Develop, monitor, and assess the corporate strategic plans and business plans,
and ensure that the corporate resources are adequate for the success of listed
companies;
29.18. Establish, monitor, and assess the internal control system;
29.19. Establish, monitor, and assess the effectiveness of auditing.
29.20. Establish and monitor the risk management policy.
29.21. Develop the remuneration policy for directors that shall be proposed to the
shareholders' meeting for shareholders' approval, and develop the remuneration policy
for senior officers;
 29.22. Set the criteria and procedures for the appointment of directors;
29.23. Oversee, monitor, and assess the performance of the board of directors, individual
directors, and board committees;
29.24. Ensure the financial solvency of the listed companies by striving to perform roles
and duties;
29.25. Establish the mechanism and procedure on the protection of the shareholders'
rights by ensuring that the minority shareholders are also eligible to run for
director candidate or propose their candidates;
29.26. Establish the voting mechanism and procedure at the shareholders' meeting etc...
including the cumulative voting system to ensure the protection of the minority
shareholders' interests;
29.27. Establish the mechanism that allows the substantial shareholders and the
controlling shareholders to disclose their information regarding the changes in
share ownership to the public via the listed companies' disclosure mechanism,
29.28. Establish the mechanism and procedure on the related party transactions;
29.29. Comply with the laws and regulations in place.

Old Article of the Articles of Incorporation dated on 23 March 2023

Article 45. Dividends
The Board may, at its sole discretion but subject to the passing of a Board resolution in
compliance with the dividend policy and the applicable law, declare and decide to pay to the
Shareholders dividends as deemed appropriate by the Board. Dividends may be paid wholly
or in part in cash or in non-cash consideration. Retained earnings may be combined with
the profits of the relevant Fiscal Year (defined below) for the purpose of distributing
dividends.

New Article
Article 45. Dividends.
In accordance with the Company's dividend distribution policy approved by the shareholders,
the Board of Directors may declare and pay dividends to the shareholders. Dividends may be
paid wholly or in part in cash or in non-cash consideration. Retained earnings may be
combined with the profits of the relevant Fiscal Year (defined below) for the purpose of
distributing dividends.