DIVIDEND REINVESTMENT SCHEME FREQUENTLY ASKED QUESTIONS

Transcription

1 DEFINITIONS DIVIDEND REINVESTMENT SCHEME FREQUENTLY ASKED QUESTIONS AGM : Annual General Meeting For Shareholders of Telekom Malaysia Berhad Allotment Date : Date of allotment of the New TM Shares which falls within 8 Market Days from the Expiry Date or such other period as may be prescribed by Bursa Securities Board : Board of Directors of TM Books Closure Date : Books closure date in relation to a Dividend to which the DRS applies Bursa Securities : Bursa Malaysia Securities Berhad Dividend : Cash dividend declared by the Company, whether interim, final, special or any other cash dividend Dividend Reinvestment Form : Dividend reinvestment form in connection with the DRS which is contained in the Notice of Election DRS : Our dividend reinvestment scheme that provides you with the Option to Reinvest in accordance with the terms set out in Appendix I of the Circular to Shareholders dated 23 April 2014 Electable Portion : The portion of a Dividend that may be declared by the Company to which the Board, in its absolute discretion, determines whether the Option to Reinvest applies Expiry Date : The last day (which will be a date to be fixed and announced by our Board) by which an election made by you in relation to the Electable Portion must be received by the Share Registrar Issue Price : Issue Price of the New TM Shares, which will be determined by the Board on a price fixing date to be announced later, shall be the higher of the following: (a) at an issue price of not more than 10% discount to the 5- Market Day VWAMP of the TM Shares transacted on Bursa Securities immediately prior to the Price Fixing Date to be determined. The VWAMP shall be adjusted ex-dividend before applying the said discount in fixing the Issue Price; or (b) the par value of the TM Shares at the material time. Market Day : A day on which Bursa Securities is open for the trading of securities New TM Shares : New TM Shares to be issued pursuant to the DRS Notice of Election : Notice of election (in such form as our Board may approve) by which you confirm your exercise of the Option to Reinvest 1

2 Option to Reinvest : The option given to you pursuant to the DRS, to reinvest the Electable Portion of your Dividend in New TM Shares, as our Board may, at its absolute discretion, make available Price Fixing Date : The date of which the Issue Price will be determined by our Board, in its absolute discretion which shall not be later than the announcement of the Books Closure Date for each Dividend RM and sen : Ringgit Malaysia and sen respectively Share Registrar : Shareholders : Shareholders of TM Our share registrar for the DRS, to be advised in the Notice of Election for a Dividend to which the DRS applies TM or Company : Telekom Malaysia Berhad TM Shares : Ordinary shares of RM0.70 each in our Company VWAMP : Volume weighted average market price All references to our Company or TM are to Telekom Malaysia Berhad, and references to our Group or TM Group are to our Company and our subsidiaries. References to we, us, our and ourselves are to our Company and, where the context otherwise requires, our subsidiaries. All references to you in this document are to the shareholders of our Company whose names appear in our Record of Depositors as at the Book Closure Date. Words denoting the singular shall, where applicable, include the plural and vice versa, and words denoting the masculine gender shall, where applicable, include the feminine and/or neuter genders, and vice versa. Reference to persons shall include corporations. Any reference to the time of day and date in this document is a reference to Malaysian time and date respectively. 2

3 Q1 A1 Q2 A2 What is the DRS? The DRS is a dividend reinvestment scheme that would allow Shareholders to have the option to elect to reinvest their Dividends in New TM Shares. How does the DRS benefit me as a shareholder? The DRS will provide Shareholders with an opportunity to reinvest their Dividends in New TM Shares in lieu of receiving cash. Shareholders would benefit from their participation in the DRS as the New TM Shares are issued at a discount and their subscription of New TM Shares will be free from any brokerage fees and other related transaction costs (unless otherwise provided by any statute, law or regulation). Q3 A3 Q4 A4 Q5 A5 Q6 A6 How does the DRS work? Whenever a Dividend is announced, our Board may, in its absolute discretion, determine that the DRS will apply to the whole or a portion of the Dividend and where applicable, any remaining portion of the Dividend will be paid in cash. If you choose to participate in the DRS, the Electable Portion of your Dividend may apply wholly or partly towards the subscription of New TM Shares and where applicable, the balance of the Electable Portion will be paid to you in cash. Accordingly, if you choose not to participate in the DRS, the entire Electable Portion of your Dividend will be paid to you in cash. What is the Electable Portion? The whole or a portion of the Dividend to which the DRS applies is the Electable Portion. What are the options available for the Electable Portion? Each Shareholder has the following options in respect of the Electable Portion: (i) elect to receive the entire Electable Portion in cash; or (ii) elect to reinvest the entire Electable Portion into New TM Shares credited as fully paid-up at the Issue Price. The balance of the Electable Portion will be paid to you in cash in the usual manner; or (iii) elect to reinvest part of the Electable Portion into New TM Shares at the Issue Price and to receive the balance of the Electable Portion in cash. How much can I reinvest into New TM Shares? You may reinvest into New TM Shares in respect of your entire Electable Portion only. In other words, you are not allowed to acquire more TM Shares pursuant to the DRS beyond your Electable Portion value. 3

4 Q7 A7 Q8 A8 What is the Price Fixing Date for the DRS? The Price Fixing Date refer to the date of the announcement of the Issue Price per New TM Share for the DRS. The date is determined by our Board after the declaration or proposal of Dividend to which the DRS applies and/or after obtaining the approval of Shareholders for the allotment and issuance of New TM Shares pursuant to the Dividend at the general meeting, if applicable and subsequent to the receipt of all relevant regulatory approvals for the DRS. Can the Issue Price be changed after the Price Fixing Date? Our Company is unable to change the Issue Price after the price fixing announcement is made. Nevertheless, if at any time after our Board has determined that the DRS shall apply to any Dividend and before the allotment and issuance of New TM Shares in respect of the Electable Portion, our Board shall consider that, by reason of any event or circumstance (whether arising before or after such determination) or by reason of any matter whatsoever it is no longer expedient or appropriate to implement the DRS, our Board may, in their absolute discretion and without assigning any reason thereof, cancel the application of the DRS in relation to the Electable Portion subject to any requirement or provision imposed by any statute, law or regulation in force in Malaysia, as the case may be. In such event, the Electable Portion shall be paid to our Shareholders in cash in the usual manner. Q9 A9 Is reinvestment optional? You may elect to reinvest your Dividends in whole or in part in New TM Shares. If you reinvest only part of your Dividends, the balance will be paid in cash. If you wish to receive your Dividend wholly in cash, you need not take any action with regards to the Notice of Election which will be despatched to Shareholders. Q10 A10 Q11 A11 What is the DRF? A DRF is the Dividend Reinvestment Form contained in the Notice of Election. The DRF will be issued and sent to all Shareholders with a registered address within Malaysia 2 Market Days after the Books Closure Date. If you elect to reinvest the entire Electable Portion (subject to fractional shares of which will be paid to you in cash in the usual manner) or a part thereof into New TM Shares, you are required to complete and return the DRF to the Share Registrar on or before the Expiry Date. Who can participate in the DRS? Subject to the terms and conditions of the DRS, Shareholders whose names appear in our Record of Depositors as at the Books Closure Date determined for the respective Dividend have the right to participate in the DRS. 4

5 Q12 A12 What if I am a Shareholder with an address outside Malaysia as at Books Closure Date? To avoid any violation on the part of TM of any securities laws applicable outside Malaysia, the DRS will not be offered for subscription in any country other than Malaysia. Accordingly, the documents relating to the DRS, including the Notice of Election, will not be sent to Shareholders who do not have a registered address in Malaysia ( Overseas Shareholders ). Overseas Shareholders who wish to participate in the DRS must have a registered address in Malaysia to facilitate the service of documents in Malaysia. Alternatively, such Overseas Shareholders may collect the Notice of Election and other documents relating to the DRS from the Share Registrar. Q13 A13 Q14 A14 Can the DRS be modified or cancelled? Subject to any requirement of provision imposed by any statute, law or regulation in force in Malaysia, as the case may be, the DRS may be modified, suspended (in whole or in part) or terminated at any time and from time to time by our Board as it deems fit or expedient by giving notice in writing to all Shareholders in such manner as our Board deems fit, notwithstanding any other provision or the terms and conditions of the DRS and irrespective or whether an election to exercise the Option to Reinvest has been made. Will I receive the New TM Shares in odd lots and what can I do with the odd lots? A Shareholder may receive such New TM Shares in odd lots. The odd lots may be traded on the odd lots market of Bursa Securities. Q15 A15 What do I have to do if I wish to participate in the DRS / exercise the Option to Reinvest? If you wish to participate in the DRS, you should complete the DRF and return the completed and signed DRF to the Share Registrar on or before the Expiry Date. If you do not make an election to participate in the DRS, your Dividend will be paid to you wholly in cash, in the usual manner. Q16 A16 What do I have to do if I wish to reinvest the entire Electable Portion into New TM Shares? If you wish to reinvest the entire Electable Portion into New TM Shares, you are required to complete the DRF by signing on the column provided in Part B of the DRF. You should return the completed DRF to the Share Registrar on or before the Expiry Date. 5

6 Q17 A17 What do I have to do if I wish to reinvest part of the Electable Portion into New TM Shares? If you wish to reinvest part of the Electable Portion into New TM Shares, you are required to fill up the number of New TM Shares that you wish to subscribe in Part A of the DRF and complete the DRF by signing on the column provided in Part B of the DRF. You should return the completed DRF to the Share Registrar on or before the Expiry Date. However, you are deemed as reinvesting the entire Electable Portion into New TM Shares under the DRS if: (i) (ii) you submit the DRF by signing on the column provided in Part B of the DRF without filling up the number of New TM Shares that you wish to subscribe in Part A of the DRF; or the number of New TM Shares that you fill up in Part A of the DRF is greater than your maximum share entitlement, of which the number of New TM Shares to be allotted and issued to you will be based on your maximum share entitlement. Q18 A18 Q19 A19 Q20 A20 What do I have to do if I want to receive the Electable Portion in cash? If you wish to receive your Dividend wholly in cash, you need not take any action with regards to the Notice of Election which will be despatched to Shareholders. What is the effect to me if I do not exercise my Option to Reinvest? Your percentage shareholding in the Company will be diluted should you not exercise your Option to Reinvest. The extent of the dilution will depend on the number of New TM Shares issued by the Company pursuant to the exercise level of the Option to Reinvest by the other Shareholders. What will it cost me to elect to exercise my option to reinvest under the DRS? If you elect to exercise your option to reinvest under the DRS, the New TM Shares will be issued free of any brokerage. However, Shareholders will need to pay a stamp duty by affixing a Malaysian Revenue Stamp (not postage stamp) of RM10.00 on the DRF. The payment by Shareholders on the stamp duty is in line with market practices for most of the dividend reinvestment scheme exercises undertaken by listed companies in Malaysia. Q21 A21 Can I change my participation at any time? No, a DRF in respect of any Electable Portion shall not, upon its receipt by the Share Registrar, be withdrawn or cancelled for that particular Dividend. However, each Dividend to which the DRS applies shall have its own Notice of Election whereupon each Shareholder shall have the option to elect to receive the Electable Portion in cash or to reinvest the entire Electable Portion or a part thereof into New TM Shares. 6

7 Q22 A22 Q23 A23 Q24 A24 Q25 A25 Q26 A26 Q27 A27 How can I elect to automatically or permanently participate in all of TM s future DRS? Currently, TM does not practice any automatic or permanent elections for its DRS as Shareholders must be given the opportunity to make informed decisions and fresh elections in relation to your participation in our DRS as the facts and figures for each DRS differs from one another. In addition, you may also want to revise your mode and amount of receipt in relation to your Electable Portion for each DRS (receive the Electable Portion in cash or reinvest the entire Electable Portion or a part thereof into New TM Shares) depending on your cash flow requirements and this may not be accommodable via an automatic or permanent election. Is there any difference between the New TM Shares issued pursuant to the DRS and the existing New TM Shares? The New TM Shares to be issued pursuant to the DRS will rank pari passu in all respects with the existing TM Shares, except that the holders of New TM Shares shall not be entitled to any Dividends, rights, allotments, entitlements and/or other distributions in respect of which the entitlement date is before the Allotment Date. What is the taxation implication of the DRS? Irrespective of whether an election to reinvest Dividends in New TM Shares is made by you, a tax voucher will be despatched to all Shareholders. For income tax purposes, you will have received a cash distribution equivalent to the amount of the Dividends declared, which or part of which, may be reinvested in New TM Shares depending on whether you elect to exercise the Option to Reinvest, if applicable. Hence, the election for the Option to Reinvest does not relieve you of any income tax obligation (if applicable) and there is no tax advantage to be gained in exercising the Option to Reinvest or otherwise. How can I receive my New TM Shares if I choose to participate in the DRS? As the New TM Shares to be issued pursuant to the DRS are prescribed securities, the New TM Shares will be credited directly into your respective Central Depository System accounts in respect of your shareholding of TM Shares. No physical share certificates will be issued. If I elect to participate in the DRS, can I request for the New TM Shares to be credited into another CDS account? No, the New TM Shares arising from the DRS will be credited directly into your respective CDS account in respect of your shareholding of the existing TM Shares. When do I receive my New TM Shares if I elect to exercise my Option to Reinvest under the DRS? TM will within 8 Market Days from the Expiry Date or such date as may be prescribed by Bursa Securities, allot and issue the New TM Shares and despatch notices of allotment to Shareholders who exercise the Option to Reinvest. 7

8 Q28 A28 Q29 A29 Q30 A30 Q31 A31 Q32 A32 Q33 A33 Q34 A34 When do I receive my Dividend if I choose not to participate in the DRS? TM will within 8 Market Days from the Expiry Date or such date as may be prescribed by Bursa Securities, pay the Dividend to you in cash in the usual manner and the tax voucher for such Dividend will be despatched to you. When will I receive the Notice of Election? The Notice of Election in relation to each CDS account held by a Shareholder will be despatched to all Shareholders with registered addresses within Malaysia within 2 Market Days after the Books Closure Date. If you choose to participate in the DRS, you should complete the DRF and submit the completed DRF to the Share Registrar on or before the Expiry Date. What if I did not receive the Notice of Election? If you did not receive the Notice of Election, [you can download and complete the blank DRF which is available from our website at Alternatively, you can obtain and complete the blank DRF which is available at the Share Registrar. What happens if I receive two (2) or more Notices of Election (containing the DRF)? Shareholders who receive more than one (1) Notice of Election and wishing to reinvest in New TM Shares in respect of all of his entitlement to the Electable Portion must complete all Notices of Election received by him and return the completed Notices of Election to the Share Registrar. Shareholders should note that they are at liberty to decide which particular Notice of Election they wish to elect for the reinvestment in New TM Shares. Where any particular Notice of Election is not elected upon or not received by the Share Registrar by the Expiry Date, the Dividend relating thereto will be received in cash by Shareholders in the usual manner. What will happen if the Notice of Election is received by the Share Registrar after the Expiry Date? You will be deemed to have elected to receive the Electable Portion in cash. Your full Dividend entitlement will be paid in cash to you in the usual manner. What will happen if a Shareholder does not complete and return the Dividend Reinvestment Form to the Share Registrar? You will be deemed to have elected to receive the Electable Portion in cash. Your full Dividend entitlement will be paid in cash to you in the usual manner. Who can assist me to compute my maximum share entitlement? The maximum share entitlement will be set out in your DRF and is the maximum number of New TM Shares made available to you for reinvestment based on your shareholding in TM as at the Books Closure Date. You are encouraged to use the electronic calculator which will be available from our website at 8

9 Q35 A35 Q36 A36 Who can assist me to compute my amount of cash receivable after reinvesting the entire or part of my Electable Portion? You are encouraged to use the electronic calculator which will be available from our website at How do I compute my maximum share entitlement under the DRS? Your maximum share entitlement can be calculated using the following formula: N = S x D V Where: N = number of New TM Shares to be allotted and issued as fully paid-up S = number of TM Shares held by you as at the Books Closure Date D = Electable Portion V = Issue Price Q37 A37 How do I compute my balance of the Electable Portion? What will happen to my balance of the Electable Portion? The balance of the Electable Portion can be calculated using the following formula: B = (S x D) (A x V) Where: B = balance of the Electable Portion S = number of TM Shares held by you as at the Books Closure Date D = Electable Portion A = number of New TM Shares that you elect to subscribe V = Issue Price Q38 A38 Q39 A39 If my entitlement for the New TM Shares under the Electable Portion is not in board lot, can I subscribe for additional shares by cash in order to receive the New TM Shares in board lot? No, you are not allowed to subscribe for additional TM Shares pursuant to the DRS. You are only eligible to subscribe up to your maximum share entitlement based on your shareholding as at the Books Closure Date. However, you may choose to subscribe less than your maximum share entitlement which results in board lots and the balance of the Electable Portion will be paid to you in cash in the usual manner. Can the administrator or executor of an estate whose participating shares as in CDS make an election in this DRS? Yes, they can make an election provided they have complied with the procedures set out by Bursa Malaysia Depository Sdn Bhd. 9

10 Q40 A40 Would it be possible for TM to extend the election period for Shareholders to consider whether or not to participate in the latest DRS? Pursuant to Bursa Securities Main Market Listing Requirements, payment of cash Dividend to Shareholders must be made within 1 month from the Books Closure Date. Hence, 14 calendar days is the maximum election period that we can allocate to our Shareholders for us to meet our operational necessities and the regulatory requirements to disburse the Dividend to Shareholders on time. Alternatively, you can also choose to download and complete the blank DRF available from our website at or obtain the blank DRF available at the Share Registrar. Q41 A41 Q42 A42 Q43 A43 Q44 A44 Q45 A45 Q46 A46 Q47 A47 How and where can I submit the Dividend Reinvestment Form? If you wish to elect to exercise your Option to Reinvest in New TM Shares in respect of the Electable Portion, you should complete the Dividend Reinvestment Form and return it to the office of the Share Registrar. Can I submit the Dividend Reinvestment Form to the Share Registrar by fax or ? The Share Registrar only accepts the original signed Dividend Reinvestment Form by post or by hand. Will the Company or the Share Registrar issue an acknowledgement to me after they have received my Dividend Reinvestment Form? No acknowledgement will be made by us or the Share Registrar upon the receipt of the Dividend Reinvestment Form Can I put more than one DRF into one reply envelope? You are advised to put only one DRF into one reply envelope to avoid any dispute on the total number of DRF in the same envelope. Can I use any other envelope if I do not have the official reply envelope? Yes, you may use any other envelope. You are advised to address the envelope to the Share Registrar based on the address provided in the Notice of Election (containing the Dividend Reinvestment Form) If I elect to exercise my Option to Reinvest under the DRS, can I request for the New TM Shares to be credited into another CDS account? No, the New TM Shares arising from the DRS will be credited directly into your CDS account in respect of your holding of the existing TM Shares. Who can I contact if I need further information on the DRS? Please direct all queries on the DRS to our Share Registrar. 10