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

8 May 2001
8 May 2001
8 May 2001

4 May 2014
4 May 2014
4 May 2014

Applications Service (ii)

25 July 2001

24 July 2002

Applications Service (ii)

25 July 2001

24 July 2002

25 July 2001

24 July 2002

Celcom Transmission (M) Sdn Bhd

Domestic Network Operator

Network Facilities
Network Services
Applications Service (i)

Celcom Technology (M) Sdn Bhd *

Value Added Premium Rate
Services
CT Communication Sdn Bhd **
Trunk Radio

Firent Management Services Sdn Bhd **

Trunk Radio

Applications Service (ii)

49

Notes :

2.

(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

SHARE CAPITAL
As at 21 December 2001, the share capital of Celcom is as follows:Type

Number of shares

Par value
RM

Amount
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:-

Date of issue

No. of
shares
issued

Par Type of
value consideration
RM

Total issued
and paid-up
share capital
RM

Ordinary shares
05.01.88

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

18.08.96

(30,000,000)

1.00 Cash
1.00 Conversion of 30,000,000
ICPS to ordinary shares

50

30,000,000
-

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

51

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

4.

21.05.92/
Malaysia

41.00

Provision of fibre optic transmission

network

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
%
(a)

500,000,000 100.00

Malaysian

TSDTR

Haji Mohamed Ali Yusoff

Malaysian

Bistamam Ramli

Malaysian

Shamsuddin Mohd Rasom (Alternate

Director to TSDTR)

Malaysian

Joachim Gronau

German

Axel Hass

German

Dieter Sieber

German

Dr. Frank-Reinhard Bartsch (Alternate

Director to Dieter Sieber)

German

Jorg Andreas Boy (Alternate Director

to Joachim Gronau)

German

Oliver Tim Axmann (Alternate Director to

Axel Hass)

German

Notes:(a)

Deemed interest by virtue of his interest in TRI pursuant to Section 6A of the Act.

52

SUBSTANTIAL SHAREHOLDERS

5.

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.

PAST AUDITED RESULTS AND DIVIDEND RECORD

6.

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:< --------------------------- Year ended 31 December --------------------------- >
1996
1997
1998
1999
2000
RM000
RM000
RM000
RM000
RM000

9 months
ended
30.9.2001
RM000

1,594,117 1

1,883,019 2

1,665,089 3

1,577,044 4

2,004,019 5

1,910,778 6

350,143

385,371

6,276

24,044

37,910

91,423

Exceptional items

(999,935)

(96,072)

(123,451)

4,767

PBT/(LBT)

96,190 6

Turnover
PBT/(LBT) before
exceptional items

350,143

(614,564)

(89,796)

(99,407)

37,910

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

83,723

PAT/(LAT), MI and EI

251,415

(653,946)

(137,653)

(148,329)

Weighted average no. of

ordinary shares in issue
during the year (000)

105,000

105,000

500,000

500,000

500,000

500,000

2.39

(6.23)

(0.28)

(0.30)

(0.01)

0.17

Net earnings/(loss) per

share (RM)
Gross dividend (%)

53

(7,367)

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
Celcoms 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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54

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