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 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 and 28 July 2022 in relation to the Proposals (“Announcements”). Unless otherwise defined, the definitions as set out in the Announcements shall apply herein.

On behalf of the Board of Directors of Digi, CIMB Investment Bank Berhad is pleased to announce that the Securities Commission Malaysia (“SC”) had, vide its letter dated 15 September 2022, approved the Proposed Merger under Section 214(1) of the Capital Markets and Services Act, 2007, subject to the terms and conditions as contained in Section 1 of the attachment enclosed. The SC had also, vide the same letter, approved the Proposed Merger under the Bumiputera equity requirement for public listed companies in relation to the resultant equity structure of Digi pursuant to the Proposed Merger. The effects of the Proposed Merger on the equity structure of Digi is shown in Section 2 of the attachment enclosed.

This announcement is dated 15 September 2022.