1. INTRODUCTION

Pursuant to Paragraph 10.09(1)(a) of the Main Market Listing Requirements (Main LR) of Bursa Malaysia Securities Berhad (Bursa Securities), TM wishes to announce that the Company and its subsidiary, Fibrecomm Network (M) Sdn Bhd (FCN) (collectively known as “TM Group”), had in the ordinary course of business entered into RRPT as disclosed below and the aggregate consideration of the RRPTs has exceeded the percentage ratio of 1% for the period of 1 January to 31 December 2017.

2. DETAILS OF THE RRPT

3. RATIONALE OF THE RRPTS

The RRPTs are entered into by TM Group in the ordinary course of business. The RRPTs are entered into on an arm’s length basis and on normal commercial terms which are not more favourable to the related parties than those generally available to public and are not to the detriment of the minority shareholders.

4. FINANCIAL EFFECT

4.1 The RRPTs do not to have any effect on the issued and paid-up share capital as well as the substantial shareholders’ shareholdings of TM.

4.2 The RRPTs do not have any material effect to the earnings and net assets of TM Group for the financial year ended 31 December 2017.

5. INTEREST OF DIRECTORS, MAJOR SHAREHOLDERS AND PERSONS CONNECTED

Save as disclosed below, none of the Directors and other major shareholders of TM and/or persons connected to them have any interest, whether direct or indirect, in the RRPT:

a) Ministry of Finance (Incorporated) (MoF Inc.) and Khazanah Nasional Berhad (Khazanah) are major shareholders of TM and TNB; and

b) Dato’ Sri Dr. Mohmad Isa Hussain and his alternate Director, Dato’ Asri Hamidin @ Hamidon, are MoF Inc.’s representatives on TM Board. Nik Rizal Kamil Tan Sri Dato’ Nik Ibrahim Kamil is Khazanah’s representative on TM Board. Gee Siew Yoong is an Independent Non-Executive Director on TM and TNB. All these directors shall collectively be referred to as the “Interested Directors”.

Accordingly, all Interested Directors will abstain from deliberating and voting at all Board meetings of the Company in relation to the RRPTs.

6. STATEMENT BY BOARD AUDIT COMMITTEE

The Board Audit Committee (save for Gee Siew Yoong and Nik Rizal Kamil Tan Sri Dato’ Nik Ibrahim Kamil) having taken into consideration of the rationale and all aspect of the RRPT is of the view that the RRPT is:

a) in the best interest of TM Group;

b) fair, reasonable and on normal commercial terms; and

c) not detrimental to the interests of the minority shareholders of the Company.

7. STATEMENT BY BOARD OF DIRECTORS

The Board of Directors of TM (save for the Interested Directors), having taken into consideration of all aspect of the RRPT is of the opinion that the RRPTs are in the best interest of TM.

8. APPROVALS REQUIRED

The RRPTs is not subject to the approval of the shareholders of the Company or any relevant government authorities. TM will be seeking a shareholders’ mandate in respect of the RRPTs in the forthcoming annual general meeting of the Company.

This announcement is dated 27 February 2018.