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APPENDIX II INFORMATION ON CELCOM 1. HISTORY AND BUSINESS Celcom was incorporated as a private limited company under the name STM Cellular

Communications Sdn Bhd on 5 January 1988. It subsequently changed its name to Celcom Sdn Bhd on 24 January 1990. On 12 November 1991, it further changed its name to Celullar Communications Network (Malaysia) Sdn Bhd. Celcom assumed its present name on 2 December 1997.

Celcom and its subsidiaries have been granted licences to provide a full range of voice and

data communication services including, among others, the following:-

(a) cellular services, including value added services for cellular customers such as call forwarding, call waiting, voice and text messaging and other wireless data services, and internet access services;

(b) fixed line and fixed wireless services;

(c) domestic and international long distance services;

(d) leased line services, both fibre-optic and micro-wave transmission; and

(e) internet services. The licences presently held by Celcom group of companies are as set out below:-

Celcom (Malaysia) Sdn Bhd

Analogue cellular Digital cellular International Gateway Mobile Satelite Service

Network Facilities Network Services Applications Service (i)

8 May 2001 8 May 2001 8 May 2001

31 March 2014 31 March 2014 31 March 2014

Internet Service Provider Value Added Data Services

Applications Service (ii) 25 July 2001 24 July 2002

Celcom Transmission (M) Sdn Bhd Domestic Network Operator

Network Facilities Network Services Applications Service (i)

8 May 2001 8 May 2001 8 May 2001

4 May 2014 4 May 2014 4 May 2014

Celcom Technology (M) Sdn Bhd * Value Added Premium Rate Services

Applications Service (ii) 25 July 2001 24 July 2002

CT Communication Sdn Bhd ** Trunk Radio Applications Service (ii) 25 July 2001 24 July 2002 Firent Management Services Sdn Bhd ** Trunk Radio Applications Service (ii) 25 July 2001 24 July 2002

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Notes : (i) Licences listed are individual licences. Individual licenses are licenses granted to a specified

person to conduct specified activities involving significant national infrastructure and service platform which are categorised into four groups namely Network Service Provider (NSP), Network Facilities Provider (NFP), Application Service Provider (ASP), and Content Applications Service Provider (CASP).

(ii) This licence is categorized as a class licence. Class licenses are granted to any or all person to conduct specified activities which are categorised similarly like the individual licenses but only limited to niche or limited purposes.

* Registration for a NSP class licence is still pending processing by MCMC

** Registration for NFP and NSP class licences are still pending processing by MCMC 2. SHARE CAPITAL As at 21 December 2001, the share capital of Celcom is as follows:- Type Number of shares Par value Amount RM RM Authorised 500,000,000 1.00 500,000,000

Issued and paid-up 500,000,000 1.00 500,000,000 The movements in the issued and paid-up share capital of Celcom since incorporation are as

follows:-

No. of Total issued shares Par Type of and paid-up Date of issue issued value consideration share capital RM RM Ordinary shares

05.01.88 2 1.00 Cash (subscribers' shares) 2.00

15.03.88 1,000,000 1.00 Cash 1,000,002

14.12.88 3,999,998 1.00 Cash 5,000,000

05.01.90 15,000,000 1.00 Cash 20,000,000

18.09.90 10,000,000 1.00 Cash 30,000,000

28.02.91 20,000,000 1.00 Cash 50,000,000

28.04.92 25,000,000 1.00 Cash 75,000,000

18.08.96 30,000,000 1.00 Cash (conversion of ICPS into ordinary shares)

105,000,000

23.11.98 395,000,000 1.00 Cash 500,000,000 Irredeemable convertible cumulative preference shares (“ICPS”)

18.08.92 30,000,000 1.00 Cash 30,000,000

18.08.96 (30,000,000) 1.00 Conversion of 30,000,000 ICPS to ordinary shares

-

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3. SUBSIDIARY COMPANIES The subsidiary companies of Celcom as at 21 December 2001 are as follows:-

Company

Date/Place of incorporation

Effective equity

interest

Principal Activities

%

Alpha Canggih Sdn Bhd 24.08.94/ Malaysia

100.00 Property investment

Celcom Academy Sdn Bhd

21.05.92/ Malaysia

100.00 Provision of training related services

Celcom Cellular Business Sdn Bhd

16.06.94/ Malaysia

100.00 Dormant

Celcom International Sdn Bhd

12.08.94/ Malaysia

100.00 Dormant

Celcom Technology (M) Sdn Bhd

21.05.92/ Malaysia

100.00 Provision of telecommunications value added services through cellular or other forms of telecommunications network

Celcom Telecommunications Consulting Sdn Bhd

16.06.94/ Malaysia

100.00 Dormant

Celcom Timur (Sarawak) Sdn Bhd

21.05.92/ Malaysia

60.00 Provision of fibre optic transmission network

Celcom Transmission (M) Sdn Bhd

30.03.90/ Malaysia

100.00 Provision of transmission network related services

Celcom Timur (Sabah) Sdn Bhd

17.01.95/ Malaysia

60.00 Provision of fibre optic transmission network

Celcom Trunk Radio (M) Sdn Bhd

04.10.89/ Malaysia

100.00

Inactive

Celcom Wireless Data Sdn Bhd

18.06.94/ Malaysia

100.00 Dormant

Celpage Sdn Bhd

18.06.94/ Malaysia

100.00 Dormant

CT Communication Sdn Bhd 06.07.87/ Malaysia

100.00 Inactive

CT Paging Sdn Bhd 04.08.88/ Malaysia

100.00 Inactive

EG Ventures Sdn Bhd 08.08.94/ Malaysia

100.00 Dormant

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Company

Date/Place of incorporation

Effective equity

interest

Principal Activities

%

Firent Management Services Sdn Bhd

28.03.84/ Malaysia

100.00 Inactive

Masterpage Sdn Bhd

19.02.90/ Malaysia

100.00 Inactive

As at 21 December 2001, the associated company of Celcom is as follows:-

Fibrecomm Network (M) Sdn Bhd

21.05.92/ Malaysia

41.00 Provision of fibre optic transmission network

4. BOARD OF DIRECTORS The direct and indirect interests of the Directors of Celcom in the issued and paid-up share

capital of Celcom as at 21 December 2001, according to the Register of Directors, are as follows:-

Name <------------ No. of shares held ------------> Nationality Direct % Indirect % TSDTR - - (a) 500,000,000 100.00 Malaysian

Haji Mohamed Ali Yusoff - - - - Malaysian

Bistamam Ramli - - - - Malaysian

Shamsuddin Mohd Rasom (Alternate - - - - Malaysian Director to TSDTR)

Joachim Gronau - - - - German

Axel Hass - - - - German

Dieter Sieber - - - - German

Dr. Frank-Reinhard Bartsch (Alternate - - - - German Director to Dieter Sieber)

Jorg Andreas Boy (Alternate Director - - - - German to Joachim Gronau)

Oliver Tim Axmann (Alternate Director to - - - - German Axel Hass) Notes:- (a) Deemed interest by virtue of his interest in TRI pursuant to Section 6A of the Act.

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5. SUBSTANTIAL SHAREHOLDERS The direct and indirect interests of the substantial shareholders of Celcom in the issued and

paid-up share capital of Celcom as at 21 December 2001, according to the Register of Substantial Shareholders, are as follows:-

< -------------- Number of shares held ---------------- > <------- Direct --------> < ------- Indirect ------- > shares % shares % TRI 500,000,000 100.00 - - TSDTR - - * 500,000,000 100.00 DeTeAsia - - * 500,000,000 100.00 Arah Murni - - * 500,000,000 100.00 Notes:- * Deemed interested by virtue of their interest in TRI pursuant to Section 6A of the Act. 6. PAST AUDITED RESULTS AND DIVIDEND RECORD The following table sets out a summary of the audited profit and dividend record of the

Celcom Group for the past five (5) financial years ended 31 December 2000, and its unaudited consolidated results for the nine (9) month financial period ended 30 September 2001:-

9 months < --------------------------- Year ended 31 December --------------------------- > ended 1996

RM’000

1997 RM’000

1998 RM’000

1999 RM’000

2000 RM’000

30.9.2001 RM’000

Turnover 1,594,117 1 1,883,019 2 1,665,089 3 1,577,044 4 2,004,019 5 1,910,778 6

PBT/(LBT) before exceptional items

350,143 385,371 6,276 24,044 37,910 91,423

Exceptional items - (999,935) (96,072) (123,451) - 4,767

PBT/(LBT) 350,143 1 (614,564) 2 (89,796) 3 (99,407) 4 37,910 5 96,190 6

Taxation (98,714) (35,841) (40,137) (38,178) (39,944) (11,393)

PAT/(LAT) 251,429 (650,405) (129,933) (137,585) (2,034) 84,797

MI (14) (3,541) (7,720) (10,744) (5,333) (1,074)

EI - - - - - -

PAT/(LAT), MI and EI 251,415 (653,946) (137,653) (148,329) (7,367) 5 83,723

Weighted average no. of ordinary shares in issue during the year (‘000)

105,000 105,000 500,000 500,000 500,000 500,000

Net earnings/(loss) per share (RM)

2.39 (6.23) (0.28) (0.30) (0.01) 0.17

Gross dividend (%) - - - - - -

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Notes:- 1. The increase in turnover and PBT was primarily due to the expansion of customer base. 2. The Celcom group registered a turnover of RM1,883.02 million and operating PBT, exceptional items

and MI of RM385.37 million for the financial year ended 31 December 1997 compared to RM1,594.12 million and RM350.14 million respectively for the previous year. The increase in turnover was mainly due to the increase in GSM active customer base.

3. Celcom recorded a reduction of 11.6% in turnover to RM1.67 billion from RM1.88 billion in the

previous financial year, primarily as a result of the economic slowdown during 1998. As a result, the Celcom group recorded a lower operating profit of RM6.28 million in 1998 as compared to RM385.37 million in 1997. Mobile services continued to be the main contributor to operating profits during the financial year whilst interest expenses and depreciation were the main components of operating expenditure for the Celcom group during the financial year. The exceptional loss during the year was principally in respect of the accrual of the Bonds put premium payable on redemption.

4. Celcom recorded a turnover of RM1.58 billion for the financial year ended 1999, representing a

decline of approximately 5.3% from the previous financial year. The decline in turnover was mainly attributable to the decline in the average call charges per customer. Notwithstanding the decline in turnover, Celcom recorded an increase in its operating profit to RM24.04 million as compared to RM6.28 million in 1998, an increase of approximately 382.8%. The improved performance was primarily the result of cost control measures undertaken by Celcom. Exceptional items during the year were principally in respect of accrual of the Bonds put premium payable on redemption.

5. Celcom registered a turnover of RM2.00 billion and operating PBT, exceptional items and MI of

RM37.91 million for the financial year ended 2000 as compared to RM1.58 billion and RM24.04 million respectively for the financial year ended 1999. The increase in turnover was mainly due to the larger active customer base of 1.53 million customers as compared to 1.05 million customers in 1999, representing an increase of 46% as compared to the previous financial year. This has also resulted in higher PBT, exceptional items and MI.

Celcom registered a LAT, exceptional items and MI of RM7.37 million for FY2000 as compared to

RM148.33 million for the financial year ended 1999. The net loss was substantially lower as the redemption premium on the Bonds was fully provided for in 1999.

6. Celcom registered a turnover of RM1.91 billion compared to RM1.44 billion recorded in the

corresponding period in previous year, mainly due to the increase customer base and usage for Celcom’s prepaid services. With the higher turnover, the Celcom group has recorded a PBT of RM96.19 million for the 9-month financial period ended 30 September 2001 compared to a PBT of RM35 million recorded in the previous corresponding period.

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