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The Winding-Up petition was presented pursuant to Sections 218 (c) and (f) of the Zanzibar Companies Decree Cap. 153 (“Companies Decree”) on the grounds of the suspension of business for a whole year and it is just and equitable to do so.

Information on Tritel Zanzibar

Tritel Zanzibar was incorporated in Zanzibar on 15 November 1995. Currently it has an authorised capital of Tshs1,000,000 comprising 100 ordinary shares of Tshs10,000 each and an issued and paid up capital of Tshs50,000 comprising 5 ordinary shares of Tshs10,000 each. TRI holds 60% of the total equity of Tritel Zanzibar whilst VIP Engineering & Marketing Limited (“VIPEM”), holds the remaining 40%. Tritel Zanzibar was originally incorporated to promote, establish and carry on the business of providing all kinds of telecommunication services in Zanzibar. VIPEM is the same joint venture partner with TRI in Tritel Telecommunication Tanzania Limited (“Tritel Tanzania”), now under liquidation.

Following the revocation of the operating licence of Tritel Tanzania by Tanzania Communications Commission vide its letter dated 2 January 2003, Tritel Tanzania had ceased its operations on 31 January 2003. Consequently, Tritel Zanzibar which was incorporated pursuant to the said licence, had also ceased operations on that date.

Rationale for the Winding-Up

Tritel Zanzibar was proposed to be wound up due to the differences between TRI and VIPEM to the extent that they are unable to convene a Shareholders’ or Board meeting or make a decision in accordance with the Memorandum and Articles of Association or to meet its statutory obligations under the Companies Decree which could lead to possible striking off from the register by the Registrar of Companies.

Financial Effects of the Winding-Up

The Winding-Up will not have any material effect on the consolidated earnings of TM Group for the year ending 31 December 2005.

Directors’ and Substantial Shareholders’ Interest

None of the Directors and Substantial Shareholders of TM or persons connected with them has any interest, direct or indirect, in the Winding-Up.