1.INTRODUCTION

Pursuant to Paragraph 9.19(23) of the Main Market Listing Requirements (“Main LR”) of Bursa Malaysia Securities Berhad (“Bursa Securities”), we wish to announce that TM, via its wholly owned subsidiary, Intelsec has today entered into a Joint Venture and Shareholders Agreement (“JVSHA”) with UEML and IISB for the establishment of a Joint Venture Company (“JV Co”) which will carry on the business of a managed services operating company to provide smart building services and smart city services (“Proposed Joint Venture”).

JV Co will be established pursuant to the JVSHAand Intelsec, UEML and IISB shall hold 51%, 39% and 10% respectively of the equity interest of the JV Co. The total consideration of the proposed subscription of 31,110,000 of the authorised share capital of the JV Co of RM1.00 each by Intelsec is RM31,110,000.00 (“Proposed Subscription”).

This announcement is made in conjunction with the earlier announcements made by TM on 4 December 2012, 26 April 2013, 3 June 2013 and 4 December 2013 in respect of the Collaboration Agreement entered into between TM, UEML and IIB to participate in the provision of Information Communication and Technology (ICT) infrastructure and telecommunication services in Nusajaya, Iskandar Malaysia.

2.DETAILS OF THE PROPOSED JOINT-VENTURE

2.1.Business of JV Co

JV Co will carry on the business of a managed services operating company to provide smart building and smart city services, including inter-alia:-

(a)to build, provision and manage the smart building services, including smart tenant services, for the building owners, operators, residents and visitors;

(b)to design, build and operate smart city services, which include private smart city safety and security services, energy and facility management ; and

(c)to design, build and operate the smart city infrastructure for the provision and management of both smart building and smart city services.

2.2.Capital Structure

(a)JV Co shall have an authorised share capital of RM61,000,000.00 divided into 61,000,000 ordinary shares of RM1.00 each. The initial issued and paid up share capital of the JV Co shall be RM15,000,000.00 divided into 15,000,000 ordinary shares of RM1.00 each.

(b)Within three (3) months from theagreement date, the Company, UEML and IISB have agreed to subscribe to the initial issued and paid up share capital, in cash and in the agreed proportion of 51%, 39% and 10% respectively. The parties will subscribe to an additional capital contribution of RM3,000,000.00 within 18 monthsfrom theagreement date or within such other earlier period required to fund the business of JV Co, in cash based on the agreed proportion.

(c)The Company, UEML and IISB have further agreed to an additional future capital contribution of RM43,000,000.00 at such a later time as may be determined by JV Co’s Board of Directors for the purpose of funding the JV Co business as per the aforesaid proportion.

2.3.Sources of Funding

The Proposed Joint-Venture will be funded by internally generated funds.

3.RATIONALE OF THEPROPOSED JOINT-VENTURE

JV Co will pave the way towards realising the aspiration of a ‘Nusajaya smart city’ and TM will play an integral role in establishing the eco-system that will elevate Nusajaya into becoming Malaysia’s model of a completely modern digital city by bringing in world class telecommunications and ICT services, placing Nusajaya as a strategic commercial hub in the region.

The Proposed Joint Venture provides TM Group with an opportunity to diversify its revenue streams in line with TM’s strategy to offer services beyond connectivity.

4.BRIEF INFORMATION ON THE PARTIES

4.1.TM

TM is a public listed company duly incorporated in Malaysia on 12 October 1984, with an authorised share capital of RM3,528,003,015.00 divided into 5,040,000,020 ordinary shares of RM0.70 each, 1 Special Rights Redeemable Preference Share of RM1.00, 2,000 Class C Non-Convertible Redeemable Preference Shares (“NCRPS”) of RM1.00 each and 1,000 Class D NCRPS of RM1.00 each. The issued and paid-up share capital of TM is RM2,567,023,489.80 comprising 3,667,172,234 ordinary shares of RM0.70 each, 1 Special Rights Redeemable Preference Share of RM1.00, 2,000 Class C NCRPS of RM1.00 each and 925 Class D NCRPS of RM1.00 each.

The principal activities of TM are the establishment, maintenance and provision of telecommunications and related services.

4.2.Intelsec

Intelsec was incorporated in Malaysia on 6 October 1995 as a private limited company. It has an authorised share capital of RM5,000,000.00 divided into 5,000,000 ordinary shares of RM 1.00 each, and a paid-up capital of RM3,000,000.00 divided into 3,000,000 ordinary shares of RM 1.00 each.

Intelsec is a wholly-owned subsidiary of TM and its principal activity is the provision of the supply, installation and maintenance of computerised security systems.

4.3.UEML

UEML was incorporated in Malaysia on 7 October 1982 as a public limited company under the name of Renong Berhad. It was listed on Bursa Securities on 27 January 1984 and subsequently delisted from the Main Board of Bursa Securities on 14 November 2003.It was also listed on the Stock Exchange of Singapore Ltd on 31 January 1984 and subsequently delisted from the Official List of the Stock Exchange of Singapore Ltd on 1 January 1990.

On 10 December 2003, it changed name to its present name and on 27 December 2003, it was converted to a private limited company following a group wide restructuring scheme by its holding company, UEM Group Berhad.On 9 April 2008, UEML was re-converted to a public company.

The present authorised share capital of UEML is RM2,500,000,000.00 comprising 2,450,000,000 ordinary shares of RM1.00 each and 50,000,000 redeemable convertible preference shares of RM1.00 each, and the issued and paid up share capital of UEML is RM464,468,113.00 comprising 464,468,113 ordinary shares of RM1.00 each

The principal activities of UEML are property development, project investment, project procurement and management, and strategic investment holding.

4.4.IIB

IIB was incorporated in Malaysia on 3 November 2006 under the name of South Johor Investment Corporation Berhad. On 4 April 2008, the company was renamed to Iskandar Investment Berhad and acts as a strategic developer stimulating the long-term development of Iskandar Malaysia and a solution centre for investors.

4.5.IISB

IISB is a wholly owned subsidiary of IIB and is incorporated in Malaysia on 25 May 2010 as a special purpose vehicle to pursue opportunities and investments in smart city services.

5. FINANCIAL EFFECT

5.1Share capital and substantial shareholders’ shareholdings

The Proposed Joint-Venture will not have any effect on the issued and paid-up share capital as well as the substantial shareholders’ shareholdings of TM.

5.2 Earnings and Net Assets

The ProposedJoint-Venture is not expected to have any material effect to the earnings and net assets of TM Group for the financial year ending 31 December 2014.

6. APPROVALS REQUIRED

The Proposed Joint-Venture is not subject to shareholders’ or any government authorities’ approval.

7. DIRECTORS’ AND MAJOR SHAREHOLDERS’ INTEREST

Save as disclosed below, none of the Directors and other major shareholders of TM and/or persons connected to them has any interest, whether direct or indirect, in the Proposed Joint-Venture:-

(a)Khazanah Nasional Berhad (“Khazanah”), a major shareholder of TM, is also a common major shareholder of UEM Land Holdings Berhad, the holding company of UEML and IIB;

(b)Tunku Dato’ Mahmood Fawzy Tunku Muhiyiddin, a nominee Director of Khazanah; and

(c)Nik Rizal Kamil Tan Sri Dato’ Nik Ibrahim Kamil, alternate director to Tunku Dato’ Mahmood Fawzy Tunku Muhiyiddin.

8. AUDIT COMMITTEE STATEMENT

The Board Audit Committee of TM, (save for Tunku Dato’ Mahmood Fawzy Tunku Muhiyiddin, an Interested Director by virtue of his position as a nominee Director of Khazanah, a common major shareholder), having considered all aspects of the Proposed Joint-Venture is of the view that the Proposed Joint-Venture is in the best interest of TM, fair and reasonable and on normal commercial terms, and is not detrimental to the interest of the minority shareholders of TM.

The above view is arrived at after having considered the rationale of the Proposed Joint-Venture and;

(i)the long-term accretive value it brings to TM Group; and

(ii)the strategic fit of the Proposed Joint-Venture to TM’s growth strategy, particularly for the Managed Accounts segment.

9. BOARD OF DIRECTORS’ STATEMENT

The Board of Directors of TM (save for interested directors namely, Tunku Dato’ Mahmood Fawzy Tunku Muhiyiddin and Nik Rizal Kamil Tan Sri Dato’ Nik Ibrahim Kamil) having considered the recommendations of the Board Audit Committee and the rationale of the Proposed Joint-Venture, is of the view that the Proposed Joint-Venture is in the best interest of TM, fair and reasonable and on normal commercial terms and not detrimental to the minority shareholders’ interest.

10.HIGHEST PERCENTAGE RATIO APPLICABLE PURSUANT TO PARAGRAPH 10.02 (g) OF THE MAIN MARKET LISTING REQUIREMENTS OF BURSA MALAYSIA SECURITIES BERHAD (“Main LR”)

Pursuant to paragraph 10.02 (g) of the Main LR, the highest percentage ratio applicable to the Proposed Joint-Venture is 0.44%.

11. TOTAL AMOUNT TRANSACTED WITH THE SAME RELATED PARTY FOR THE PRECEDING 12 MONTHS

In the preceding 12 months, transactions between TM and its subsidiaries, with UEML and IIB were RM0.969 Million and RM1.266 Million respectively.

This announcement is dated 1 July 2014.