DIGI.COM BERHAD (“DIGI” OR “COMPANY”)

(I)     PROPOSED MERGER OF CELCOM AXIATA BERHAD (“CELCOM”) AND DIGI (“PROPOSED MERGER”); AND

(II)     PROPOSED EXEMPTION UNDER PARAGRAPH 4.08(1)(A) OF THE RULES ON TAKE OVERS, MERGERS AND COMPULSORY ACQUISITIONS (“RULES”) FOR AXIATA GROUP BERHAD (“AXIATA”) AND PERSONS ACTING IN CONCERT (“PAC”) WITH IT, FROM THE OBLIGATION TO UNDERTAKE A MANDATORY TAKE-OVER OFFER TO ACQUIRE THE REMAINING ORDINARY SHARES IN DIGI NOT ALREADY OWNED BY IT AND ITS PACs UPON COMPLETION OF THE PROPOSED MERGER (“PROPOSED EXEMPTION”)

(THE ABOVE ARE TO BE COLLECTIVELY REFERRED TO AS THE “PROPOSALS”)

We refer to Digi’s announcement dated 8 April 2021 in relation to the discussions between Telenor ASA (“Telenor”), the parent company of Digi's largest shareholder, Telenor Asia Pte Ltd (“Telenor Asia”) and Axiata to merge the telco operations of Celcom and Digi, in which Telenor and Axiata will have an equal ownership of 33.10% each in the merged company, as well as the indicative total cash sum to be received by Axiata.

On behalf of the Board of Directors of Digi, CIMB Investment Bank Berhad wishes to announce that Digi has on 21 June 2021 entered into a conditional share purchase agreement with Axiata for the Proposed Merger (“SPA”).

In conjunction with the Proposed Merger, Axiata will also seek an exemption from the Securities Commission Malaysia under Paragraph 4.08(1)(a) of the Rules from the obligation to undertake a mandatory take-over offer to acquire the remaining ordinary shares in Digi not already owned by it and its PACs, which will include Telenor Asia and its holding companies, pursuant to the Proposed Merger.

Please refer to the attached announcement for further details of the Proposals.

This announcement is dated 21 June 2021.