Telenor, Axiata and Digi have today completed the merger of the
telecommunication operations of Celcom Axiata and Digi. The new company will be
named Celcom Digi and will continue its Digi listing on Bursa Malaysia. The
closing of the transaction represents another step in the execution of the
mid-term strategy presented at the Telenor Group capital markets day in
September.

On completion, Axiata received newly issued Digi shares representing 33.10
percent of the enlarged share capital of Digi, and a cash consideration of MYR
2.5 billion funded by Digi and to be assumed by the merged entity. Digi also
issued shares to Telenor to reach equal ownership following Telenor's payment of
MYR 0.3 billion to Axiata. 

Celcom Digi will be the largest listed technology company on Bursa Malaysia. On
a pro forma basis for the financial year 2021, Celcom Digi will serve an
estimated 20 million customers with an EBITDA of around MYR 5.8 billion (around
NOK 12.8 billion). The company remain committed to the previously announced
synergy target with net present value of MYR 8 billion (around NOK 18 billion).
 
Digi will be deconsolidated and accounted for as an associated company in
Telenor ASA books as of November 30 and all historical accounts will be
re-presented, presenting Digi as discontinued operation. The new associate,
Celcom Digi will be recognised based on the market value on 1 December 2022 and
accounted for under the equity method going forward. Based on book values of
Digi as of 30 September 2022 and market value of Digi as of 30 November 2022,
Telenor estimate a gain of around NOK 30 billion to be recognised in Q4 2022.
All things being equal, deconsolidating Digi will increase Telenor Group's net
debt to EBITDA ratio by around 0.1x.    

Telenor Group Pro forma results excluding Digi (NOK million)

	Revenues	EBITDA boi 			
Q421 	24 865		10 148
Q122 	23 811		10 055
Q222 	24 713		10 820
Q322 	25 028		11 352


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