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Memorandum Of Understanding ("MOU") Between Axiata Group Berhad ("Axiata") And Celcom Axiata Berhad [Formerly Known As Celcom (Malaysia) Berhad] ("Celcom") And Telenor Asia Pte Ltd ("Telenor") And Digi Telecommunications Sdn Bhd ("Digi Tel") (Axiata, Celcom, Telenor And Digi Tel Shall Collectively Be Referred To Hereafter As "Parties")
MEMORANDUM OF UNDERSTANDING (“MOU”) BETWEEN AXIATA GROUP BERHAD (“AXIATA”) AND CELCOM AXIATA BERHAD [FORMERLY KNOWN AS CELCOM (MALAYSIA) BERHAD] (“CELCOM”) AND TELENOR ASIA PTE LTD (“TELENOR”) AND DiGi TELECOMMUNICATIONS SDN BHD (“DiGi TEL”)
(AXIATA, CELCOM, TELENOR AND DiGi TEL SHALL COLLECTIVELY BE REFERRED TO HEREAFTER AS "PARTIES")
Contents
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The Board of Directors of Axiata wishes to announce that Axiata, together with its wholly-owned subsidiary, Celcom had today entered into a MOU with DiGi Tel, a wholly owned subsidiary of DiGi.Com Berhad (“DiGi”) and Telenor, major shareholder of DiGi, to explore the viability of long-term collaboration of sharing network infrastructure in Malaysia (“Proposed Collaboration”).
Announcement Details :
1. Salient Terms of the MOU
Under the MOU, the Parties are exploring collaborating in the following areas:-
Operations and Maintenance sharing;
Transmission and site sharing; and
Radio Access Network (“RAN”) sharing.
The MOU is valid for a period of 6 months unless agreement(s) entered into to replace the MOU or the MOU is earlier terminated in accordance with the terms of the MOU. Either Party may extend the validity period by giving 30 days notice before expiration of the MOU.
2. Information on the Companies
Celcom
Celcom was incorporated in Malaysia on 5 January 1998. The issued and paid-up share capital of Celcom stands at RM1,237,534,681 comprising 1,237,534,681 Ordinary shares of RM1.00 each. Celcom was the first privately owned company in Malaysia to offer mobile services when it launched its “Art 900” analogue mobile system in 1989. In 1989, Celcom was one of the first operators in Malaysia to provide digital services through its GSM 900 network. Celcom currently operates 2G (GSM900 and GSM1800) and 3G cellular services and provides mobile telecommunication services in Malaysia under the brand name ‘Celcom’.
Telenor
Telenor is a private limited company incorporated in Singapore with an issued and paid-up share capital of SGD2,789,055,316. Telenor is the major shareholder of DiGi, holding 49% of the issued and paid-up share capital of DiGi. Telenor is part of the Telenor Group, an international provider of high quality tele, data and media communication services with mobile operations in 13 markets across the Nordic region, Central and Eastern Europe and in Asia. Headquartered in Norway, the Telenor Group is among the largest mobile operators in the world with 179 million mobile subscriptions (per Q1’10), revenues in 2009 of NOK 107 billion, and a workforce of more than 45,000. Telenor ASA is listed on the Oslo Stock Exchange.
DiGi Tel
DiGi Tel is a wholly-owned subsidiary company of DiGi. The principal activity of DiGi Tel is establishment, maintenance and provision of telecommunication services. The issued and paid-up share capital of DiGi Tel is RM500,000,000 comprising 500,000,000 ordinary shares of RM1 each.
3. Rationale
The Parties’ objective for the Proposed Collaboration is to initiate a viability study to explore and develop a long-term and sustainable business model on network and infrastructure sharing managed by multi-functional teams from all the Parties. The Proposed Collaboration is expected to result in significant long-term cost savings and operational efficiency through active sharing of infrastructure, namely in the areas of Operations and Maintenance, Transmission and RAN.
4. Approval of Shareholders and Authorities
The entry by Axiata and/or Celcom into the MOU is not subject to approval of the shareholders of Axiata and/or regulatory authorities.
5. Financial Effects
The entry into the MOU does not have any effect on the issued and paid-up share capital of Axiata and is not expected to have any material effect on the earnings, gearings and net assets of the Axiata Group for the financial year ending 31 December 2010.
6. Interest of Director and Major Shareholder
None of Axiata’s Directors, major shareholders and/or persons connected to them has any direct or indirect interest in the MOU. 7. Directors’ Opinion
The Board of Axiata is of the opinion that the entry into the MOU is in the best interest of Axiata Group.
