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• • • On behalf of the Board of Directors of TM, Commerce International Merchant Bankers Berhad (“CIMB”) wishes to announce that, on 11 January 2005, TM International (L) Limited (“TMIL”), a wholly-owned subsidiary of TM, entered into an amended and restated share sale and purchase agreement (“Amended SPA”) with Rogan Partners Inc. and PT Telekomindo Primabhakti (“Telekomindo”) for the acquisition of 618,345 ordinary shares of Indonesian Rupiah 250,000 each in Excelcomindo, representing 27.3% of the issued and paid-up share capital of Excelcomindo for a total cash consideration of USD314 million. The Amended SPA supersedes, and amends and restates the original sale and purchase agreement (“SPA”) dated 9 December 2004 for the Proposed Acquisition.
  1.1 We refer to the announcement dated 9 December 2004.1.2 CIMB, on behalf of TM, is also pleased to announce that on 11 January 2005, concurrently upon entering into the Amended SPA, TMIL, Indocel and Telekomindo entered into a shareholders’ agreement (“Shareholders’ Agreement”), and TMIL and Telekomindo entered into a call and put option agreement (“Option Agreement”).

• 2.1 The Amended SPA has split the Proposed Acquisition into a two (2) step process.
  
  2.2 TMIL has acquired 523,215 ordinary shares in Excelcomindo (“Excelcomindo Shares”), representing a 23.1% equity interest in Excelcomindo through the acquisition of 100% equity interest in Indocel Holding Sdn (formerly known as Nynex Indocel Holding Sdn) (“Indocel”), for a purchase consideration of approximately USD265.7 million (“Completed 23.1% Acquisition”).
  
  2.3 Pursuant to the Amended SPA, TMIL agrees to cause Indocel to acquire for a purchase consideration of approximately USD48.3 million, additional Excelcomindo Shares, representing a 4.2% equity interest in Excelcomindo (“Proposed 4.2% Acquisition”) free and clear of any lien and any other limitation or restriction, with full rights attached thereto.
  
  2.4 Upon completion of the Completed 23.1% Acquisition and Proposed 4.2% Acquisition, TMIL will have an effective equity interest of 27.3% in Excelcomindo.
  
  2.5 Concurrently upon the completion of the Completed 23.1% Acquisition, TMIL, Indocel and Telekomindo have entered into a shareholders’ agreement (“Shareholders’ Agreement”) as set out in Section 4 below, and TMIL and Telekomindo will enter into a call and put option agreement (“Option Agreement”) as set out in Section 3 below.

• 3.1 On 11 January 2005, concurrently with the Completed 23.1% Acquisition, TMIL and Telekomindo entered into the Option Agreement to set forth the terms and conditions which will govern the rights relating to the Option Shares (as defined below).

• • • (i) For a period of 30 days after the completion of the initial public offering (“IPO”) of Excelcomindo and ending 120 days thereafter, or, if the IPO has not occurred on or before 30 September 2005, for a period of 30 days from 1 October 2005 (“Exercise Period”):
  • • • • (a) Telekomindo may require TMIL to purchase from Telekomindo all (and not part) of 1,193,656 Excelcomindo Shares (“Option Shares”); and

• • • • • (b) TMIL may require Telekomindo to sell to TMIL all (and not part) of the Option Shares.
      (ii) The option purchase price shall be at the same price per share for the Proposed Acquisition.
      
      (iii) The acquisition of the Option Shares by TMIL pursuant to the Option Agreement is subject to, inter-alia, the following:

• • • • • (a) Telekomindo obtaining Badan Pengawas Pasar Modal’s approval and any other governmental approval required; and (b) Approval of the shareholders of TM.

• On 11 January 2005, concurrently with the Completed 23.1% Acquisition, TMIL, Indocel and Telekomindo entered into the Shareholders’ Agreement setting forth the terms and conditions for the operations of Excelcomindo and the relationship as shareholders in Excelcomindo, including but not limited to matters such as transfer restrictions on the shareholdings of the parties, composition of the Board of Commissioners and Board of Directors of Excelcomindo, and covenants in relation to conducting an IPO for Excelcomindo.

• • • The revised terms of the Completed 23.1% Acquisition and Proposed 4.2% Acquisition pursuant to the Amended SPA, and the acquisition of the Option Shares pursuant to the Option Agreement, will not have any effect on the issued and paid-up share capital and shareholdings of the substantial shareholders of TM as it will be satisfied entirely in cash.
  5.1 Issued and paid-up share capital and shareholdings of substantial shareholders
  

• • • The revised terms of the Completed 23.1% Acquisition and the Proposed 4.2% Acquisition pursuant to the Amended SPA, and the acquisition of the Option Shares pursuant to the Option Agreement will not have a material effect on the earnings of TM for the financial year ended 31 December 2004 as the acquisitions will only be completed after the financial year ended 31 December 2004. However, in the medium to long term, the acquisitions are expected to contribute positively to the earnings of TM.
  5.3 Net tangible assets (“NTA”)
  • • The proforma effects of the revised terms of the Completed 23.1% Acquisition and the Proposed 4.2% Acquisition pursuant to the Amended SPA, and the acquisition of the Option Shares on the NTA of TM are set out in Table 1.
    
    

• The Amended SPA is available for inspection at the registered office of TM at Level 51, North Wing, Menara Telekom, Off Jalan Pantai Bharu, 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.