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• Telekom Malaysia Berhad (“TM”) is pleased to announce that its wholly owned subsidiary, Celcom Transmission (M) Sdn Bhd (“CTX”) held via Celcom (Malaysia) Berhad (“Celcom”) has, on 18 March 2005, entered into a Heads of Agreement with Tenaga Nasional Berhad (“TNB”) (“Heads of Agreement”) in relation to the proposed acquisition by CTX of additional 10% equity in Fibrecomm Network (M) Sdn Bhd (“Fibrecomm”) (“Proposed Acquisition”).
  

• • • • • (i) Shareholders Agreement dated 4 February 1997 between TNB, CTX and Malaysian Resources Corporation Berhad (“MRCB”); and
          
          (ii) Joint Development Agreement dated 28 June 1995 between CTX, TNB and MRCB.
        • (collectively known as “Definitive Agreements”).
      (a) sale and purchase agreement for the purchase of 7,500,000 ordinary shares of RM1.00 each in Fibrecomm representing 10% of the total issued and paid up capital of Fibrecomm (“Sale Shares”) by CTX from TNB at the purchase price to be calculated based on the Net Tangible Assets of the audited financial statements of Fibrecomm for the financial year ended 31 December 2004 (“SSA”); and
      
      (b) shareholders’ agreement to regulate the parties’ relationship inter se as shareholders of Fibrecomm (“Shareholders’ Agreement”) and to replace the following existing agreements:
      
  The salient terms of the Heads of Agreement are as set out below:
  
  (i) the parties shall within one (1) month from the date thereof or such other extended date as mutually agreed by the parties, enter into the following agreements:-
  

• • • • Further particulars in relation to the Proposed Acquisition will be announced upon execution of the Definitive Agreements.

• 
  The authorised share capital of CTX as at 18 March 2005 is RM50,000,000.00 comprising 50,000,000 ordinary shares of RM1.00 each of which 25,000,000 ordinary shares of RM1.00 each have been issued and paid-up. The principal activity of CTX is the provision of transmission network related service. CTX is a licenced Network Facilities Provider, Network Service Provider and Application Service Provider defined under the Communication and Multimedia Act 1998.

• Fibrecomm was incorporated as a private limited company on 21 May 1992 and is a joint venture company between CTX and TNB. The principal activity of Fibrecomm is the provision of fibre optic transmission network services.
  
  The authorised share capital of Fibrecomm as at 18 March 2005 is RM75,000,000.00 comprising 75,000,000 ordinary shares of RM1.00 each of which 75,000,000 ordinary shares of RM1.00 each have been issued and paid-up. The present shareholding structure of Fibrecomm is as follows:-
  
  

  Name of Shareholder	No. of Shares	% held
  CTX	30,750,000	41
  TNB	44,250,000	59
  Total	75,000,000	100

  
  The unaudited NTA of Fibrecomm as at 31 December 2004 is RM74.74 million.

• The Heads of Agreement serves as a platform for the parties to further negotiate and finalise the Definitive Agreements for the Proposed Acquisition. Upon completion of the Proposed Acquisition, CTX‘s shareholding in Fibrecomm will increase to 51%, making Fibrecomm a subsidiary of CTX. This will rationalise the transmission services business of Celcom and TNB.

• The Proposed Acquisition is not expected to have any material adverse impact on the earnings of TM for the year ending 31 December 2005. Since the purchase consideration will be based on NTA of Fibrecomm, the Proposed Acquisition is not expected to have any material adverse impact on the NTA of TM. The Proposed Acquisition will not involve any issue of new shares in TM and therefore there is no impact on share capital and substantial shareholders' shareholding.
  

• • • 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 Heads of Agreement save for the following common Director and major shareholders of the parties to the Heads of Agreement.
  
  i) Director
  
  YBhg Dato’ Azman bin Mokhtar
  
  ii) Major Shareholders