• We refer to our earlier announcement dated 4 December 2012 in relation to the Collaboration Agreement between TM, UEML and Iskandar Investment Berhad (“IIB”) on the provision of communication and ICT infrastructure and telecommunication services of a Smart and Connected Nusajaya in Iskandar Malaysia (“CA”).

  Pursuant to the said CA, TM had today entered into a Definitive Agreement (“DA”) with UEML for TM to provide UniFi high speed broadband packages to approximately 4,000 property owners within certain identified development areas to realise UEML’s aspiration to establish the said areas as a regional city with world class infrastructure.

• Under the terms of the DA, the parties shall collaborate, inter-alia, in the following areas (“the Projects”):-

  a) Provisioning of UniFi services to approximately 4,000 new units in the following UEML developments (“New Developments”):
  (i) Nusa Bayu
  (ii) Nusa Idaman
  (iii) East Ledang
  (iv) Puteri Harbour
  
  b) Provisioning of UniFi infrastructure to UEML projects in Ledang Heights, Ujana Apartment, Port of Puteri Harbour Ferry Terminal and Southern Industrial and Logistics Clusters.

• The total residential units to be provided with UniFi high speed broadband packages under the DA are expected to have a total committed package value of RM13.5 million.
  
  The term of duration of the DA will be up until the completion of the final phase of the New Developments which is targeted by 31 December 2016. The Parties have the option to renew the DA subject to mutual agreement.

• The signing of the DA will pave the way towards realising the aspiration of a ‘Nusajaya smart city’. Following this agreement, TM will play an integral role in establishing the eco-system that will elevate Nusajaya into becoming Malaysia’s model of a completely modern digital city by bringing in world class telecommunications and ICT services, placing Nusajaya as a strategic commercial hub in the region.

4.1 TM

• TM, a public listed company duly incorporated in Malaysia on 12 October 1984, with an authorised share capital of RM3,528,003,015 divided into 5,040,000,020 ordinary shares of RM0.70 each, 1 Special Rights Redeemable Preference Share of RM1.00, 2,000 Class C Non-Convertible Redeemable Preference Shares (“NCRPS”) of RM1.00 each and 1,000 Class D NCRPS of RM1.00 each. The issued and paid-up share capital of the Company is RM2,504,184,312 comprising 3,577,401,980 ordinary shares of RM0.70 each, 1 Special Rights Redeemable Preference Share of RM1.00, 2,000 Class C NCRPS of RM1.00 each and 925 Class D NCRPS of RM1.00 each.

  The principal activities of TM are the establishment, maintenance and provision of telecommunications and related services.

• UEM Land was incorporated in Malaysia on 7 October 1982 as a public limited company under the name of Renong Berhad. It was listed on Bursa Malaysia Securities Berhad ("Bursa Securities") on 27 January 1984 and subsequently delisted from the Main Board of Bursa Securities on 14 November 2003. It was also listed on the Stock Exchange of Singapore Ltd on 31 January 1984 and subsequently delisted from the Official List of the Stock Exchange of Singapore Ltd on 1 January 1990.

  On 27 December 2003, it was converted into a private limited company following a group wide restructuring scheme by its holding company, UEM Group Berhad. On 9 April 2008, UEM Land was re-converted into a public company.

  The present authorised share capital of UEM Land is RM2,500,000,000 comprising 2,450,000,000 ordinary shares of RM1.00 each and 50,000,000 redeemable convertible preference shares of RM1.00 each, and the issued and paid up share capital of UEM Land is RM464,468,113 comprising 464,468,113 ordinary shares of RM1.00 each

  The principal activities of UEM Land are property development, project investment, project procurement and management, and strategic investment holding.

• The DA will not have any effect on the issued and paid-up share capital as well as the substantial shareholders’ shareholdings of TM.

• The DA is not expected to have any material effect to the earnings and net assets of TM Group for the financial year ending 31 December 2013.
  
  However, the DA is expected to contribute positively to the future earnings of TM.

• The DA is not subject to shareholders’ or any government authorities’ approval.

• Save as disclosed below, none of the Directors and other major shareholders of TM and/or persons connected to them has any interest, whether direct or indirect, in the Projects:-

• a) Khazanah Nasional Berhad (“Khazanah”), a major shareholder of TM, is also a common major shareholder of UEM Land Holdings Berhad, the holding company of UEML;
  b) Tunku Dato’ Mahmood Fawzy Tunku Muhiyiddin, a nominee Director of Khazanah; and
  c) Nik Rizal Kamil bin Nik Ibrahim Kamil, alternate director to Tunku Dato’ Mahmood Fawzy Tunku Muhiyiddin.

• The Board Audit Committee of TM, (save for Tunku Dato’ Mahmood Fawzy bin Tunku Muhiyiddin, an Interested Director by virtue of his position as a nominee Director of Khazanah, a common major shareholder), having considered all aspects of the proposed Internet Connected Home Agreement, is of the view that the Agreement is in the best interest of TM, fair and reasonable and on normal commercial terms, and is not detrimental to the interest of the minority shareholders of TM.
  
  The above view is arrived at after having considered the rationale of the DA and the accretive value it brings to TM, existing smart partnerships agreements with other property developers, the future positive recurring annual earnings to TM Group and potential new customers to be obtained from this collaboration.

• The Board of Directors of TM having considered the recommendations of the Board Audit Committee and the rationale of the DA, is of the view that the transaction is in the best interest of TM, fair and reasonable and on normal commercial terms and not detrimental to TM minority shareholders’ interest.

• Pursuant to paragraph 10.02 (g) of the Main LR, the highest percentage ratio applicable to the DA is 0.20%.

• In the preceding 12 months, apart from the provision of normal telecommunication services amounting to RM0.2 Million, there were no other transactions with UEM Land Holdings Berhad Group.