TEM was incorporated under the Companies Act, 1965 on 10 March 2008. The authorized capital of TEM is RM100,000.00 divided into 100,000 ordinary shares of RM1.00 each, of which RM2.00 has been issued and fully paid-up.

Rationale for the Acquisition

On 10 December 2007, CIMB Investment Bank Berhad, on behalf of TM, announced that the Board of Directors of TM proposes to establish an employees’ share option scheme for eligible employees and Executive Director(s) of TM and its subsidiaries (“Proposed Option Scheme”). The Proposed Option Scheme is intended to reward, encourage and retain eligible employees during the transition period of the proposed demerger of TM Group.

Subsequently at the Extraordinary General Meeting of TM held on 6 March 2008, the shareholders of TM had approved, amongst others, the Proposed Option Scheme.

TEM was specifically established to act as a trustee to acquire, hold and manage shares in TM and other related benefits under the Proposed Option Scheme.

Financial Impact

The Acquisition is not expected to have any material impact on the consolidated earnings of TM for the financial year ending 31 December 2008.

Interest of Directors, Substantial Shareholders

None of the Directors, substantial shareholders of the Company and/or persons connected to them have any interest, whether direct or indirect in the Acquisition save for Dato' Sri Abdul Wahid Omar, who was one of the subscriber of the TEM Subscriber Shares. Dato' Sri Abdul Wahid Omar is a Director of TEM and Group Chief Executive Officer of TM. As at 11 March 2008, he holds 250,000 shares in TM, the percentage of which is negligible and less than 1% of the issued and paid-up share capital of TM.