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TM wishes to announce that on 17 February 2006, its wholly-owned subsidiary TM International Sdn Bhd (“TMI”), has entered into the following agreements with Samart Corporation Public Company Ltd (“Samart”), a company incorporated in Thailand:

(i) Share Sale and Purchase Agreement (“SPA1”) for TMI to acquire 1,038,700 ordinary shares of USD4.00 each representing 49% equity interest in Casacom from Samart;

(ii) Share Sale and Purchase Agreement (“SPA2”) for TMI to acquire 105 million ordinary shares of THB1.00 each representing 24.42% equity interest in SIM from Samart: and

(iii) Shareholders Agreement (“SA”) pursuant to the Proposed Acquisition of 24.42% equity interest in SIM.

• The consideration for the Casacom Acquisition was agreed at USD29 million. TMI and Samart have agreed that the completion of the Casacom Acquisition is subject to, inter alia,
2.1 Proposed Acquisition of 49% Equity Interest in Casacom (“Casacom Acquisition”)

• • · Council for the Development of Cambodia
    · Ministry of Commerce of the Kingdom of Cambodia
    · Ministry of Post and Telecommunication of Cambodia (MPTC)
  a) Obtaining all regulatory consents, approvals and notifications required under the laws of Cambodia or Thailand including approvals from the following authorities:
  
  b) Certain shareholders and company within Samart group, granting a written waiver of any rights or claims against TMI under previous agreements entered into between the Samart and TMI;
  
  c) The termination of certain transactions between Casacom and Samart, any member of the Samart’s Group and their directors or shareholders as agreed between Samart and TMI; and
  
  d) Approval from Bank Negara Malaysia.
  
  Upon completion of the Casacom Acquisition, Casacom will become a wholly-owned subsidiary of TMI.

• The shareholding structure of Casacom before and after SPA 1 is as follows:-

• 
  The consideration for the SIM Acquisition was agreed at THB1,312.5 million (approximately USD32.8 million). TMI and Samart have agreed that the completion of the SIM Acquisition is subject to, inter alia,
  
  a) All regulatory consents, approvals and notifications required under the laws of Thailand, including permission of the Stock Exchange of Thailand (SET) under the relevant notification rules;
  
  b) Certain shareholders and company within the Samart group granting a written waiver of any rights or claims against TMI under previous agreements entered into between the Samart and TMI;
  
  c) The termination of certain transactions between SIM and Samart, any member of the Samart’s Group and their directors or shareholders as agreed between Samart and TMI;
  
  d) Execution of a licence agreement in respect of the Trade Marks between the registered owner of the Trade Marks and SIM for nominal consideration and the proper registration of such agreement with the Department of Intellectual Property;
  
  e) Satisfaction and/or waiver of all conditions precedent to completion of the Casacom Acquisition under 2.1 above; and
  
  f) Approval from Bank Negara Malaysia.
  
  The shareholding structure of SIM before and after SPA 2 is as follows:
2.2 Proposed Acquisition of 24.24% Equity Interest in SIM (“SIM Acquisition”)

3.1 If the SPA 2 pursuant to the SIM Acquisition is terminated prior to completion, the SA shall forthwith terminate and cease to be of effect.

3.2 TMI shall have the right to appoint the number of Directors on the board of SIM proportionate to its shareholding against the total number of Directors in SIM based on an agreed formula. TMI shall also have a right to appoint the number of Directors on the boards of major subsidiaries of SIM proportionate to its effective shareholding in the said major subsidiaries held through SIM against the total number of directors of the relevant major subsidiaries based on an agreed formula.

3.3 So long as TMI Group collectively hold 15% or more of the total shares in SIM, TMI shall have the right to appoint the Chief Financial Officer of SIM. One TMI appointed Director shall be appointed a member of SIM’s Nominating and Remuneration Committee.

• SIM has an authorized and paid-up capital of THB430 million divided into 430 million ordinary shares of THB1.00 each.
4.1 Samart, in which TMI currently holds 19.24% of its total issued shares is a company listed on the SET. Samart was established more than 50 years ago and has since evolved into a group comprising more than 20 companies. Samart together with its group offers a wide range of interactive and integrated Information Communications Technology Solutions and Services.

Samart has an authorised and paid-up share capital of THB430 million divided into 430 million ordinary shares of THB1.00 each.

4.2 Casacom is a joint venture company between TMI and Samart with equity holding of 51% and 49% respectively. Casacom was incorporated pursuant to a joint venture between the MPTC and Samart in 1992. The principal activity of Casacom is the provision of telecommunication services in the Kingdom of Cambodia. Casacom offers a GSM900 service and had 157,000 subscribers as at end 2005.

Casacom has an authorized and paid-up capital of USD8,479,200 divided into 2,119,800 ordinary shares of USD4.00 each.

4.3 SIM is a 74.80% subsidiary of Samart. SIM markets and manufactures its own brand sale of mobile handsets known as I-Mobile and accessories through its I-Mobile stores. The company also provides instant wireless information services and mobile content.

5.1 The Casacom Acquisition reaffirms TM’s strategy of focusing on its operations closer to home as well as its intention to increase its participation in the Cambodian telecommunications industry. Casacom’s market share in Cambodia is expected to grow from the current level of 17.5% to 30% in 2006. Cellular penetration in Cambodia is expected to grow from 6.5% to 8.5% this year.


5.2 The SIM Acquisition foresees cooperation between SIM and TMI in the provision of handsets, development of customized handsets, and rollout of content and applications to subscribers. Currently, the sale of mobile phones is SIM’s single largest revenue contributor.

The Proposed Acquisitions would be earnings accretive to the TM Group of Companies. It will not have any material effect on the Net Tangible Assets and earnings of the TM Group for the current financial year ending 31 December 2006.

TMI will fund the Proposed Acquisitions through internally generated funds and/or external financing.

None of TM’s Directors’ or major shareholders or persons connected with them has any interest, direct or indirect, in the Proposed Acquisitions safe for the following disclosure:-

Common Major Shareholder

i) TM is a major shareholder of Samart by virtue of its 19.24% equity interest in Samart, held via TMI.

ii) TM is also a major shareholder of Casacom by virtue of its 51% equity interest in Casacom, held via TMI.

Common Directors

iii) Currently, Dato’ Lim Kheng Guan and Ir Prabahar NK Singam who are Directors of TM Directors are also TM/TMI’s representatives on the Board of Samart.

iv) Dato’ Lim Kheng Guan, who is a Director of TM and TMI is also TM/TMI’s representative on the Board of Casacom.

v) Encik Yusof Annuar Yacob, the Chief Executive Officer/Director of TMI is also a Director of Casacom.

The SPAs and SA are available for inspection at the registered office of TM at Level 51, North Wing, Menara TM, Jalan Pantai Baharu, 50672 Kuala Lumpur during normal business hours from Mondays to Fridays (except public holidays) for a period of three (3) months from the date of this announcement.