Investors

(Unless otherwise stated, all abbreviations and definitions used herein shall have the same meaning as those used in the Company’s circular to shareholders in relation to the Proposed Merger dated 28 October 2022)

We refer to the announcements dated 8 April 2021, 21 June 2021, 24 November 2021, 28 January 2022, 1 April 2022, 17 June 2022, 28 June 2022, 29 June 2022, 15 September 2022, 27 October 2022, 28 October 2022, 17 November 2022, 18 November 2022, 24 November 2022 and 29 November 2022 in relation to the Proposed Merger.

On behalf of Axiata, Maybank IB wishes to announce that:

(i) the transfer of the 1,237,534,681 Celcom Shares representing 100% of the issued share capital of Celcom held by Axiata to Digi have been completed;

(ii) the Digi Cash Consideration of RM2,468,899,648 has been paid by Digi to Axiata in accordance with the terms of the SPA. The Digi Cash Consideration has been adjusted to include an additional cash consideration of RM776,165,830, arising from the determination of the Interim Adjustment Amount. The Interim Adjustment Amount has been determined pursuant to changes in net debt and net working capital amounts of Celcom Group as compared to Digi Group between 31 December 2020 and the date of Interim Closing of 30 September 2022;

(iii) the Consideration Shares, comprising 3,883,129,144 new Digi Shares representing 33.10% of the enlarged issued Digi Shares have been issued and allotted by Digi to Axiata; and

(iv) the payment of Relevant Digi Shares Cash Consideration of RM297,918,107 has been made by Telenor Asia to Axiata as consideration for the Proposed Equalisation pursuant to the MTA. Accordingly, the Relevant Digi Shares, comprising 73,378,844 new Digi Shares representing 0.63% of the enlarged issued Digi Shares have been issued and allotted by Digi to Telenor Asia.

Following the above, the Proposed Merger has been completed on 30 November 2022 (“Closing Date”) in accordance with the terms and conditions of the SPA and MTA. The Consideration Shares and the Relevant Digi Shares will be listed on the Main Market of Bursa Securities on 1 December 2022.

In accordance with the SPA, after the Closing Date, the Interim Adjustment Amount shall be substituted by the Final Adjustment Amount in determining the final Digi Cash Consideration, whereby the Final Adjustment Amount shall be determined pursuant to changes in net debt and net working capital amounts of Celcom Group as compared to Digi Group between 31 December 2020 and the Closing Date. Where the substitution of the Final Adjustment Amount for the Interim Adjustment Amount would lead to an increase or reduction in the Digi Cash Consideration paid on Closing Date, the sum equal to that increase or reduction would be settled between Axiata and Digi accordingly.

In conjunction with the completion of the Proposed Merger, Axiata had on today entered into the SHA with Telenor Asia and Telenor.

This announcement is dated 30 November 2022.