Contents :

• • • Amend its Memorandum and Articles of Association ("Proposed Amendments to the Memorandum and Articles of Association"); and
    • Obtain Shareholders’ Mandate (“Proposed Shareholders’ Mandate”) for Recurrent Related Party Transactions of Revenue/Trading Nature.
  This announcement is dated 28 February 2002.
  
  The Board of Directors of TM wishes to announce that TM proposes to:

• • • The salient details of the Proposed Amendments to the Memorandum and Articles of Association are as follows:-
  • • • • Currently, the provisions of Clause 3(19) of TM’s Memorandum of Association empower TM to extend loans to its employees. The proposed amendment thereto is to enable TM to also extend loans to employees of its subsidiaries and/or associate companies in which TM has a shareholding of at least twenty percent.
          
    • • • 
          The KLSE had released its revamped listing requirements (“KLSE’s revamped Listing Requirements”) on 22 January 2001 with a view to inter alia enhancing corporate governance and transparency and enhancing efficiency in capital market activities. Listed issuers were expected to amend their articles of association by 31 January 2002.
          
          TM had proposed amendments to its articles of association at an Extraordinary General Meeting (EGM) held on 15 May 2001 to inter alia comply with the KLSE Listing Requirements, which amendments include the proposal for the prescribed maximum shareholding limit of 5% for any one individual shareholder, to be dispensed with. However, the Minister of Finance (Inc.), a substantial shareholder of the Company, had proposed that the said prescription not be dispensed with. In the circumstances, the Special Resolution on the proposed amendment to the articles of association was deferred sine die (indefinitely) during the EGM.
          
          KLSE has approved TM’s application for an extension of time, until the date of its next Annual General Meeting targeted to be held in May 2002, to amend its articles of association to comply with the KLSE Listing Requirements. In view of this and changes in other guidelines and regulations, as well as to improve general administrative efficiency, the Board of Directors of TM proposes to amend the Company’s articles of association.
          
    • of Revenue/Trading Nature (“Recurrent Transactions”)
  i) Proposed Amendment to the Memorandum of Association
  ii) Proposed Amendment to the Articles of Association2.2 Proposed Shareholders’ Mandate for Recurrent Related Party Transactions

• • • In line with the introduction of Part E, paragraph 10.09 of Chapter 10 of the KLSE Listing Requirements, which allows the Company to seek a shareholders’ mandate for Recurrent Transactions, the Board of Directors has approved the proposal to seek its Shareholders’ authorisation on such transactions.
      
      The Proposed Shareholders’ Mandate will permit TM Group to enter into Recurrent Transactions with the classes of Related Parties which are necessary for the TM Group’s day-to-day operations, in the ordinary course of business and on terms not more favourable to these Related Parties than those generally available to the public, and which are not prejudicial to the interest of TM’s minority shareholders.

• • • KLSE has approved TM’s application for an extension of time, until the date of its next Annual General Meeting targeted in May 2002, to obtain the Proposed Shareholders’ Mandate.

• • • The proposed amendment to the Memorandum of Association is essential to facilitate TM’s internal restructuring exercise, which involves transfers of employees from TM to its subsidiaries and companies where TM holds at least twenty percent shareholding.
      
      Appropriate policies and guidelines would be in place to ensure that such loans are confined to the employees who were originally appointed by TM and who have subsequently opted to join companies within its Group.
      

• • • The Proposed Amendments to the Articles of Association would ensure that TM’s articles of association comply with KLSE Listing Requirements, the Securities Industry (Central Depositories) Act 1991, the Securities Industry (Central Depositories)(Foreign Ownership) Regulations 1996, the Rules of the Malaysian Central Depository Sdn Bhd and the Companies Act 1965. The articles of association would also be updated through the proposed amendments to enhance the administrative efficiency of the Company.

• • • In view of the time-sensitive and frequent nature of Recurrent Transactions, the obtaining of the Proposed Shareholders’ Mandate and the renewal of the Proposed Shareholders’ Mandate on an annual basis would be necessary to eliminate the need to frequently make announcements to the Exchange, convene separate general meetings, and/or seek shareholders’ approvals, from time to time as and when potential Recurrent Transactions with the Related Parties arise.

• • • The Proposed Amendments to the Memorandum and Articles of Association and the Proposed Shareholders’ Mandate will not have an impact on the Company’s share capital.

• • • The Proposals are not expected to have any material effect on the earnings and NTA of the Group for the current financial year ending 31 December 2002.

• • 
    
  The proposals, which are not inter-conditional upon one another are subject to the approvals of the KLSE, the shareholders at the forthcoming general meeting and any other relevant authorities.

• Save for shareholders and directors of TM who are interested in the Recurrent Transactions, none of the other directors or substantial shareholders of TM or persons connected to them has any interest, direct or indirect in the Proposals.