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• This announcement is dated 27 March 2002.
  
  Reference is made to the announcement dated 13 December 2001 whereby it was announced that TM and VADS will be reviewing the listing structure considering that Securities Commission ("SC") has no objection towards the pricing of VADS’s Employee Share Participation Scheme (“ESPS”) shares, should it involve the sale of VADS shares held by TM. Further to the above, SC has vide its letter dated 22 January 2002 clarified that an offer for sale of the rights to allotment of shares is an acceptable option under the ESPS.
  
  Arab-Malaysian Merchant Bank Berhad, on behalf of TM, wishes to announce that it has on 25 March 2002 made an application to the SC, Ministry of International Trade and Industry and Foreign Investment Committee for the Revised Listing Proposal as detailed below.

• • • 
      Increased capitalisation of VADS from the existing RM15 million to RM25 million through a Proposed Bonus Issue of 10 million new shares.
    • Proposed rights issue of up to a maximum of 5 million shares and a minimum of 2.5 million shares to TM at RM1.00 par.
    • 
      Proposed Rights Issue II, of up to 2.5 million shares to TM at the ESPS price to be fixed by the appointed committee.
      
      Proposed Offer for Sale of rights to allotment, of the Rights Issue II shares by TM to the eligible employees of VADS for a nominal consideration of RM1.00 per form, allocation size of which will be determined by the appointed committee.
      
      The amount to be offered by VADS’s employee will be ascertained upfront and the size of offer for sale will be adjusted accordingly subject to the maximum of 2.5 million shares. VADS’s employees who have accepted the offer for sale by TM will be eligible to subscribe for the shares at the ESPS price. Any shares not already subscribed by the employees from the 2.5 million Rights Issue II shares will be taken up by TM at par.
      
      Accordingly, the number of shares issued under the Proposed Rights Issue I and II shall always be equal to 5 million.
      
    • Proposed Public Issue of 10 million new shares to the public.
  The Revised Listing Proposals is principally the same as the original listing proposals, except that it now incorporates an offer for sale of rights to allotment of rights of up to 2.5 million shares by TM to VADS’s employees. The Revised Listing Proposals comprise the following:
  
  i. Proposed Bonus Issue (as per original proposal).
  ii. Proposed Rights Issue I to TM (as per original proposal).
  
  iii. Proposed Rights Issue II and Proposed Offer for Sale of rights to allotment of Rights Issue II (New Proposal): -iv. Proposed Public Issue (as per original proposal)
  
  

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  The Revised Listing Proposals would maintain the objectives of the Company in implementing a constructive employees share participation scheme by allowing employees to subscribe for the shares at the ESPS price as originally proposed.
  
  

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  The Revised Listing Proposals has been structured in such a way that there will be no change in the effects of the listing proposals as originally proposed in the TM’s circular to shareholders dated 19 April 2001. The share capital, NTA, gearing and earnings of VADS in this respect would remain the same as that originally disclosed.

• The Revised Listing Proposals is conditional upon approvals being obtained from the following:-
  
  (a) the SC;
  (b) the Foreign Investment Committee; and
  (c) the Ministry of International Trade and Industry.