Contents :

• We refer to our earlier announcement dated 18 March 2005.

• Telekom Malaysia Berhad (“TM”) wishes to announce that its wholly owned subsidiary, Celcom Transmission (M) Sdn Bhd (“CTX”) held via Celcom (Malaysia) Berhad has, on 29 April 2005 entered into the following agreements :-
  
  (i) Share Sale Agreement between Tenaga Nasional Berhad (“TNB”) and CTX (“SSA”);
  
  (ii) Shareholders’ Agreement between TNB and CTX in relation to Fibrecomm (“SHA”); and
  
  (iii) Deed of Assignment between CTX and Fibrecomm (“DOA”)
  (Collectively referred to as the “Agreements”).The Agreements were executed in relation to the proposed acquisition by CTX of additional 10% equity in Fibrecomm from TNB (“Proposed Acquisition”).

• (i) TNB will sell 7,500,000 ordinary shares (“the Sale Shares”) in Fibrecomm to CTX for a total consideration of RM7,441,278.00 (“the Purchase Price”). A sum of RM744,127.80 shall be paid to TNB as deposit upon the signing of the SSA;

• • • (b) the approval of the Minister responsible for communications and multimedia for the assignment to Fibrecomm of the part of the scope of the licenses of CTX necessary for Fibrecomm to carry on its business;

• • • (c) the execution and the fulfillment of all conditions precedent of the DOA;
      
      (d) the execution of the SHA; and
      

• • • 
      
      

      Name of Shareholder	No. of Shares	% Held
      CTX	38,250,000	51
      TNB	36,750,000	49
      Total	75,000,000	100

  (iii) Upon the completion of the Proposed Acquisition, the shareholding structure in Fibrecomm shall be as follows:-

• To give full effect to the SSA, CTX has also entered into the SHA with TNB to regulate the shareholders’ relationship inter se as shareholders of Fibrecomm and the parties who will become the shareholders.
  

• Further, pursuant to the terms of the SSA, CTX has entered into the DOA wherein CTX agrees, subject to the relevant approvals being obtained from the regulatory authorities, to assign certain rights of its Network Facilities Provider (Individual) Licence and the Network Services Provider (Individual) Licence held by CTX under the Communications and Multimedia Act 1998 to Fibrecomm.

• The Purchase Price for the Proposed Acquisition will be funded through internally generated funds.

• Save for the Purchase Price to be paid pursuant to the Proposed Acquisition, there is no liability to be assumed by CTX arising from the Proposed Acquisition.

• The original cost of investment to TNB in respect of the Sale Shares was RM7,500,000 which was incurred on 5 December 1997.

• Upon completion of the Proposed Acquisition, CTX‘s shareholding in Fibrecomm will increase from the current 41% to 51%, making Fibrecomm a subsidiary of CTX. This will rationalise the transmission services business of Celcom and TNB.

• The Proposed Acquisition will not have any material effect on TM’s consolidated earnings for the financial year ending 31 December 2005.

• The Proposed Acquisition does not require the approval of TM’s shareholders. The approvals required are as described in para 2 of this announcement.

• • • a) Khazanah Nasional Berhad;
      b) Bank Negara Malaysia; and
      c) Employees Provident Fund Board.
  Insofar as TM is able to ascertain, none of the Directors and substantial shareholders of TM or any persons connected to the Directors and/or substantial shareholders has any interest, direct or indirect, in the Proposed Acquisition save for the following common Director and major shareholders of the parties to the Proposed Acquisition.
  
  i) Director
  
  YBhg Dato’ Azman bin Mokhtar
  
  ii) Major Shareholders
  

• After carefully considering all aspects of the Proposed Acquisition, the Board of TM is of the opinion that Proposed Acquisition is in the best interest of TM.
  

• Barring unforeseen circumstances, the Proposed Acquisition is expected to be completed three (3) months from the date of the signing of the Agreements. If the Conditions Precedent for the SSA have not been satisfied, then such period shall be extended automatically for a further period of three (3) months or such other date as shall be mutually agreed by the parties.

• The SC's Policies and Guidelines on Issue/Offer of Securities are not applicable to TM in undertaking the Proposed Acquisition.

• The Agreements dated 29 April 2005 are available for inspection at the registered office of TM at Level 51, North Wing, Menara TM, Jalan Pantai Baharu, 50762 Kuala Lumpur during normal office hours from Mondays to Fridays for a period of 3 months from the date of this announcement.