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We refer to our announcement dated 18 April 2001 in relation to the abovementioned Proposed Listing which was subsequently approved by the shareholders of TM at an Extraordinary General Meeting ("EGM") convened on 15 May 2001.

On behalf of the Board of TM, Arab-Malaysian Merchant Bank Berhad ("Arab-Malaysian") is pleased to announce that it has on 23 August 2001, received approval from the Securities Commission ("SC") for the listing proposals vide the SC's letter dated 17 August 2001. The SC has revised the proposed price for the Employee Share Participation Scheme ("ESPS") of VADS from the originally proposed price of RM1.10 to the initial public issue price, currently indicative at RM2.10. The SC's approval is also subject to, inter alia, the following conditions:-

(i) Arab-Malaysian, on behalf of VADS, is to inform the SC of VADS's initial public issue and ESPS price once finalised. Any changes in the utilisation of proceeds, including proceeds arising from the increase in the price of the ESPS shares, must be made known to the SC;

(ii) VADS is to provide details on the eligible employees and number of shares allocated under the ESPS to the SC for their approval;

(iii) VADS is to renew their "Value-Added Network Data Service" license which is expiring on 23 December 2001, or to obtain all the relevant licenses that fall under the new Communications and Multimedia Act 1998, prior to the issuance of VADS's prospectus;

(iv) Any business transactions in the future between VADS Group and TM, or companies related to TM, Directors and substantial shareholders of VADS must be conducted on an "arm's-length" basis, such that it will not compromise on the profitability of the VADS Group. In addition, the Audit Committee of VADS is to monitor and the Directors of VADS must disclose such related transactions, if any, in the annual report of VADS;

(v) A moratorium to be imposed on TM, whereby TM is not allowed to sell, transfer or assign its shares amounting to 45% of the total issued and paid-up share capital or 18,000,000 shares in VADS, within one (1) year from the date of admission of VADS on the KLSE. Thereafter, TM is allowed to sell, transfer or assign only up to a maximum of one-third per annum (on a cumulative basis) of its shareholdings which is under moratorium;

(vi) TM and the Directors of VADS are not allowed to engage themselves in new businesses that will be in conflict of interest with the business of VADS. In addition, the parties mentioned are to fully disclose their involvement in businesses of similar nature or in competition with the VADS Group currently, if any, in the prospectus of VADS; and

(vii) VADS Group is not allowed to participate or engage itself in activities that are not related to its core businesses for a period of three (3) years following its listing on the KLSE.

The Proposed Listing was also approved by the Ministry of International Trade and Industry and Foreign Investment Committee vide their letters dated 28 July 2001 and 16 July 2001 respectively.

Arab-Malaysian, on behalf of the Board of Directors of VADS, will be appealing to the SC on its decision to price the shares to be offered under the ESPS at the proposed price of RM1.10, which was originally approved by the shareholders of TM at the EGM held on 15 May 2001, instead of the indicative initial public issue price. An announcement will be made following the outcome of the appeal.