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, 28 July 2022, 15 September 2022, 30 September 2022, 27 October 2022, 28 October 2022, 17 November 2022, 18 November 2022, 24 November 2022, 29 November 2022 and 30 November 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 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 Cash Consideration of RM2,468,899,648 has been paid by Digi to Axiata in accordance with the terms of the SPA. The Cash Consideration has been adjusted to include an additional amount 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 payment of the 0.63% Digi Shares Cash Consideration of RM297,918,107 has been made by Telenor Asia to Axiata pursuant to the MTA; and

(iv)   the Consideration Shares, comprising 3,956,507,988 new Digi Shares have been issued and allotted by Digi to Axiata and Telenor Asia. The Consideration Shares will be listed on the Main Market of Bursa Securities on 1 December 2022. The direct and indirect shareholdings of Axiata, Khazanah, Telenor Asia and the holding companies of Telenor Asia in the Company after the issuance of the Consideration Shares are set out in Appendix I.

Accordingly, the Proposed Merger has been completed on 30 November 2022 (“Closing Date”) in accordance with the terms and conditions of the SPA and MTA.

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 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 Cash Consideration paid on Closing Date, the sum equal to that increase or reduction would be settled between Axiata and Digi accordingly.

This announcement is dated 30 November 2022.