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• TM wishes to announce the following additional proposals further to it’s announcement dated 23 March 2005 in relation to the proposed amendments to the Existing Bye-Laws Governing TM’s Employees Share Option Scheme (“ESOS”) (the proposed amendments hereinafter referred to as “Proposed Bye-Law Amendments”), being:
  
  a) Additional Amendment to the Proposed Bye-Laws Amendments (“Proposed Additional Amendment to ESOS Bye-Laws”); and
  b) Proposed Grant of Options to YBhg Dato’ Abdul Wahid Omar under TM’s ESOS. (“Proposed Grant of Options”).
  
  (collectively referred to as the “Proposals”)

• TM Board has on 20 April 2005 approved the amendment to Clause 6.2 of TM’s existing ESOS Bye-Laws to increase the Maximum Allowable Allotments for Executive Directors and Top Management (as defined in the Bye-Laws), in line with certain policies proposed in the “Implementation of Performance-linked (“PLC”) Compensation in Government-linked Companies guiding principles” issued by the PLC Steering Committee on 14 May 2004.

• Pursuant thereto, Clause 6.2 of the ESOS Bye Laws is proposed to be revised in the following manner:
  
  

  Group Category	Maximum Allowable Allotment
  	Existing	Proposed
  Executive Director(s)	500,000	1,200,000
  Top Management Level 1 Level 2	250,000 180,000	400,000 280,000

• TM Board has on 20 April 2005 approved the proposal to grant options under TM’s ESOS to Dato’ Abdul Wahid Omar, the Group Chief Executive Officer of TM, entitling him to subscribe up to 1,200,000 new ordinary TM shares subject to the provisions of the ESOS Bye-Laws.
  
  The Proposed Grant of Options would enable Dato’ Abdul Wahid Omar to participate in the Company’s ESOS in line with the main objective of the establishment of the ESOS, that is to provide a means to promote and reward loyalty and motivate the Company’s Executive Director(s) and employees to improve their performances.
  

• The Proposals will not have any effect on TM’s issued and paid-up share capital and shareholdings of the substantial shareholders, and the consolidated earnings and net tangible assets of TM Group for the financial year ending 31 December 2005.

• The Proposals are subject to the approval of the Company’s shareholders at an Extraordinary General Meeting (“EGM”) to be convened.

• Dato’ Abdul Wahid Omar, being an Executive Director of TM, is interested in the Proposals and has abstained and will continue to abstain from all Board deliberations in respect of the ESOS Bye-Laws and Proposed Grant of Options.Apart from the above, none of the Directors, substantial shareholders and/or persons connected to TM Directors and/or substantial shareholders has any interest, direct or indirect, in the Proposals.

• The Board of Directors (save and except for Dato' Abdul Wahid Omar who has abstained from expressing an opinion) having considered all aspects of the Proposals, is of the opinion that the Proposals are in the best interest of TM.
  

• Zain & Co. has been appointed as the adviser for the Proposals.