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On behalf of Telekom, Commerce International Merchant Bankers Berhad wishes to announce the Notice of Extraordinary General Meeting as follows:
“NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of Telekom Malaysia Berhad (“Telekom” or the “Company”) will be held at The Legend Grand Ballroom, 9th Floor, The Legend Hotel, 100 Jalan Putra, 50350 Kuala Lumpur on 31 March 2003 at 10.00 a.m. or at any adjournment thereof for the purpose of considering and, if thought fit, passing with or without modifications, the following resolutions:
ORDINARY RESOLUTION 1
- PROPOSED DISPOSAL OF 100% EQUITY INTEREST IN TM CELLULAR SDN BHD (“TM CELLULAR”) TO CELCOM (MALAYSIA) BERHAD (“CELCOM”) FOR A TOTAL CONSIDERATION OF RM1,684 MILLION TO BE SATISFIED BY THE ISSUANCE OF 635,471,698 NEW ORDINARY SHARES OF RM1.00 EACH IN CELCOM AT RM2.65 PER SHARE (“PROPOSED DISPOSAL”); AND
- MANDATORY GENERAL OFFER BY TELEKOM, TELEKOM ENTERPRISE SDN BHD (“TESB”) AND THE PERSONS ACTING IN CONCERT WITH THEM (“PAC”) FOR THE REMAINING ORDINARY SHARES OF RM1.00 EACH IN CELCOM NOT HELD BY TELEKOM, TESB AND THE PAC AFTER THE PROPOSED DISPOSAL AT RM2.75 PER SHARE (“MGO”)
“THAT, approval be and is hereby given for the disposal of 100% of the equity interest in TM Cellular to Celcom for a total purchase consideration of RM1,684 million to be satisfied by the issuance of 635,471,698 new ordinary shares of RM1.00 each in Celcom at RM2.65 per share on the terms and conditions more particularly set out in the Circular to Shareholders dated 8 March 2003 AND THAT, upon the Sale and Purchase Agreement dated 28 October 2002 becoming unconditional, approval be and is hereby given for the Company to undertake a mandatory general offer for the remaining ordinary shares of RM1.00 each in Celcom not held by Telekom, TESB and the PAC at RM2.75 per share in cash in accordance with the provisions of the Malaysian Code on Take-overs and Mergers, 1998 and any other relevant laws and regulations; AND THAT the Board of Directors be and are hereby authorised to assent to any condition, modification, variation and/or amendment as may be required by any relevant authorities to give effect to the Proposed Disposal and MGO; AND THAT the Board of Directors be and are hereby authorised to enter into all other agreements, documents and arrangements with any party or parties and to take any or all other actions as they may deem necessary, appropriate and desirable and to submit all relevant applications to the relevant authorities for the purpose of the Proposed Disposal and MGO; AND THAT the Board of Directors be and are hereby authorised to do all such acts, deeds and things as are necessary to implement, finalise and give full effect to the Proposed Disposal and MGO.” ORDINARY RESOLUTION 2 PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL “THAT, subject to the passing of Ordinary Resolution 1, the Company’s authorised share capital be increased from RM5,000,000,001 divided into 5,000,000,000 ordinary shares of RM1.00 each and one (1) Special Rights Redeemable Preference Share of RM1.00 TO RM5,000,000,021 divided into 5,000,000,000 ordinary shares of RM1.00 each, one (1) Special Rights Redeemable Preference Share of RM1.00, 1,000 Class A Redeemable Preference Shares of RM0.01 each and 1,000 Class B Redeemable Preference Shares of RM0.01 each by the creation of 1,000 Class A Redeemable Preference Shares of RM0.01 each and 1,000 Class B Redeemable Preference Shares of RM0.01 each.” SPECIAL RESOLUTION 1 PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION OF THE COMPANY (“PROPOSED AMENDMENTS TO M&A”) “THAT, subject to the passing of Ordinary Resolution 1 and Ordinary Resolution 2 respectively, the Memorandum and Articles of Association of the Company be altered, modified, added and deleted in the form and manner as set out in Appendix III of the Circular to Shareholders dated 8 March 2003.” ORDINARY RESOLUTION 3 PROPOSED ISSUE OF CLASS A REDEEMABLE PREFERENCE SHARES “THAT, subject to the passing of Ordinary Resolution 1, Ordinary Resolution 2 and Special Resolution 1 respectively and the approvals of the relevant authorities, the Board of Directors be and are hereby authorised to issue 1,000 Class A Redeemable Preference Shares of RM0.01 each at RM1.00 per share on the terms as set out in Section 2.3.4(i) of the Circular to Shareholders dated 8 March 2003 and in accordance with the amended Articles of Association of the Company as set out in Appendix III of the Circular to Shareholders dated 8 March 2003; AND THAT the Board of Directors be and are hereby authorised to assent to any condition, modification, variation and/or amendment as may be required by any relevant authorities to give effect to the proposed issue of the Class A Redeemable Preference Shares; AND THAT the Board of Directors be and are hereby authorised to enter into all other agreements, documents and arrangements with any party or parties and to take any or all other actions as they may deem necessary, appropriate and desirable for the purpose of the issuance of the Class A Redeemable Preference Shares in accordance with the terms as set out in Section 2.3.4(i) of the Circular to Shareholders dated 8 March 2003 and in accordance with the amended Articles of Association of the Company as set out in Appendix III of the Circular to Shareholders dated 8 March 2003 and to permit the Company to exercise its rights under, and to comply with and perform each and all of the obligations imposed upon the Company by the terms as set out in Section 2.3.4(i) of the Circular to Shareholders dated 8 March 2003 and in accordance with the amended Articles of Association as set out in Appendix III of the Circular to Shareholders dated 8 March 2003 and other agreements, documents and arrangements evidencing the issuance of the Class A Redeemable Preference Shares; AND THAT the Board of Directors be and are hereby authorised to do all such acts, deeds and things as are necessary to implement, finalise and give full effect to the proposed issue of the Class A Redeemable Preference Shares.” ORDINARY RESOLUTION 4 PROPOSED ISSUE OF CLASS B REDEEMABLE PREFERENCE SHARES “THAT, subject to the passing of Ordinary Resolution 1, Ordinary Resolution 2 and Special Resolution 1 respectively and the approvals of the relevant authorities, the Board of Directors be and are hereby authorised to issue 1,000 Class B Redeemable Preference Shares of RM0.01 each at RM1.00 per share on the terms as set out in Section 2.3.4(ii) of the Circular to Shareholders dated 8 March 2003 and in accordance with the amended Articles of Association of the Company as set out in Appendix III of the Circular to Shareholders dated 8 March 2003; AND THAT the Board of Directors be and are hereby authorised to assent to any condition, modification, variation and/or amendment as may be required by any relevant authorities to give effect to the proposed issue of the Class B Redeemable Preference Shares; AND THAT the Board of Directors be and are hereby authorised to enter into all other agreements, documents and arrangements with any party or parties and to take any or all other actions as they may deem necessary, appropriate and desirable for the purpose of the issuance of the Class B Redeemable Preference Shares in accordance with the terms as set out in Section 2.3.4(ii) of the Circular to Shareholders dated 8 March 2003 and in accordance with the amended Articles of Association of the Company as set out in Appendix III of the Circular to Shareholders dated 8 March 2003 and to permit the Company to exercise its rights under, and to comply with and perform each and all of the obligations imposed upon the Company by the terms as set out in Section 2.3.4(ii) of the Circular to Shareholders dated 8 March 2003 and in accordance with the amended Articles of Association as set out in Appendix III of the Circular to Shareholders dated 8 March 2003 and other agreements, documents and arrangements evidencing the issuance of the Class B Redeemable Preference Shares; AND THAT the Board of Directors be and are hereby authorised to do all such acts, deeds and things as are necessary to implement, finalise and give full effect to the proposed issue of the Class B Redeemable Preference Shares.” ORDINARY RESOLUTION 5 PROPOSED AMENDMENTS TO THE BYE-LAWS OF THE EMPLOYEES’ SHARE OPTION SCHEME OF TELEKOM (“PROPOSED AMENDMENTS TO BYE-LAWS”) “THAT, subject to the passing of Ordinary Resolution 1, the Bye-Laws of the Employees’ Share Option Scheme of Telekom be and is hereby amended in the form and manner as set out in Section 2.6 of the Circular to Shareholders dated 8 March 2003.” BY ORDER OF THE BOARD Wang Cheng Yong (MAICSA 0777702) Zaiton Ahmad (MAICSA 7011681) Secretaries Kuala Lumpur, Malaysia 8 March 2003 Notes: 1. A member entitled to attend and vote at the above Meeting is entitled to appoint a proxy to attend and vote in his stead. A proxy need not be a member of the Company and the provisions of Section 149(1)(b) of the Companies Act, 1965 shall not apply to the Company. 2. A member shall not be entitled to appoint more than two proxies to attend and vote at the same meeting provided that where a member of the Company is an authorised nominee in accordance with the provisions of the Central Depositories Act, it may appoint at least one proxy in respect of each securities account it holds with ordinary shares of the Company standing to the credit of the said securities account. 3. Where a member appoints two proxies, the appointments shall be invalid unless the proportion of the holding to be represented by each proxy is specified. 4. The instrument appointing a proxy shall be in writing under the hand of the appointer or his attorney duly appointed under a power of attorney or if such appointee is a corporation, either under its common seal or under the hand of an attorney duly appointed under a power of attorney. 5. The instrument appointing a proxy together with the duly-registered power of attorney, referred to in Note 4 above, if any, must be deposited at the office of the Share Registrar, Tenaga Koperat Sdn Bhd, 20th Floor, Plaza Permata (formerly known as IGB Plaza), Jalan Kampar, Off Jalan Tun Razak, 50400 Kuala Lumpur, Malaysia not less than 48 hours before the time appointed for holding of the Meeting or any adjournment thereof. 6. A corporation which is a member, may by resolution of its Directors or other governing body authorise such person as it thinks fit to act as its representative at the Meeting, in accordance with Article 92 of the Company’s Articles of Association.