TIME dotCom : Circular to Shareholders in Relation to the Proposed Shareholders Mandate for Recurrent Related Party Transactions of a Revenue or Trading Nature

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in any doubt as to the course of action you should take, you should consult your stockbroker, bank manager, solicitor, accountant or any other professional advisers immediately.

Bursa Malaysia Securities Berhad ("Bursa Securities") has not perused this Circular prior to its issuance as the Company had been selected by Bursa Securities as one of the qualified listed issuers under the Green Lane Policy. Bursa Securities takes no responsibility for the contents of this Circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this Circular.

TIME DOTCOM BERHAD

Registration Number: 199601040939 (413292-P)

(Incorporated in Malaysia)

CIRCULAR TO SHAREHOLDERS

IN RELATION TO THE

PROPOSED SHAREHOLDERS' MANDATE FOR RECURRENT RELATED PARTY

TRANSACTIONS OF A REVENUE OR TRADING NATURE

AND

EXTRACT OF THE NOTICE OF 27TH ANNUAL GENERAL MEETING

The ordinary resolution for the above proposal will be tabled at the 27th Annual General Meeting ("27th AGM") of TIME dotCom Berhad ("Time" or the "Company"). The extract of the Notice of the 27th AGM and the Proxy Form are enclosed in this Circular. This Circular together with the Administrative Details for the 27th AGM is available at https://www.time.com.my/about-us/investor-relations/general-meetings.The 27th AGM will be conducted on a fully virtual basis and the date, time, broadcast venue and meeting platform of the 27th AGM are as follows:

Date and time of the 27th AGM	: Wednesday, 12 June 2024 at 10.00 a.m., or at any adjournment thereof
Broadcast venue of the 27th AGM	:	Time Lobby, Ground Floor, No. 14, Jalan Majistret U1/26, HICOM Glenmarie
		Industrial Park, 40150 Shah Alam, Selangor Darul Ehsan, Malaysia
Meeting Platform of the 27th AGM	:	https://meeting.boardroomlimited.my

The Proxy Form for the 27th AGM should be completed and deposited at the office of the Company's poll administrator, Boardroom Share Registrars Sdn Bhd (Registration No. 199601006647 (378993-D)) ("Poll Administrator") at 11th Floor, Menara Symphony, No. 5, Jalan Professor Khoo Kay Kim, Seksyen 13, 46200 Petaling Jaya, Selangor Darul Ehsan. As the voting at the 27th AGM will be conducted on a poll, the completed Proxy Form must be deposited at the office of the Poll Administrator on or before the following date and time:

Last day and time for deposit of the : Tuesday, 11 June 2024 at 10.00 a.m. completed Proxy Form

This Circular is dated 30 April 2024

DEFINITIONS

Except where the context otherwise requires, the following definitions shall apply throughout this Circular:

Act		: Companies Act 2016, as amended from time to time
Afzal		:	Afzal Abdul Rahim
AGM		:	Annual General Meeting
Audit Committee		: Audit Committee of our Company
Axiata		:	Axiata Group Berhad
Axiata Group		: Axiata and its subsidiaries, collectively
Board		: Board of Directors of our Company
Bursa Securities		: Bursa Malaysia Securities Berhad
CIMB		: CIMB Group Holdings Berhad
CIMB Group		: CIMB and its subsidiaries, collectively
Circular		: This circular to our shareholders in relation to the Proposed RRPT Mandate
			dated 30 April 2024
CMSA		: Capital Markets and Services Act 2007, as amended from time to time
Director		:	(i)	director or chief executive of our Company and shall has the
				meaning given in Section 2(1) of the Act;
			(ii) shall has the meaning given in Section 2(1) of the CMSA; and
			(iii) for the purpose of the Proposed RRPT Mandate, includes any
				person who is or was within the preceding 6 months of the date on
				which the terms of the transaction were agreed upon, a director or
				chief executive of our Company
EPS		:	Earnings per share
FYE		: Financial year ending, or when the context requires, financial year ended
Group		: Our Company and our subsidiaries, collectively
GTI		: Global Transit International Sdn Bhd
IHH		:	IHH Healthcare Berhad
IHH Group		: IHH and its subsidiaries, collectively
Interested Directors	: Afzal and Patrick, collectively
Interested	Major	:	PKV, KNB, GTI, Megawisra, Megawisra Investments, Afzal and Patrick
Shareholders
KNB		:	Khazanah Nasional Berhad
KNB Group		: KNB and its subsidiaries, collectively
Listing Requirements	: Main Market Listing Requirements of Bursa Securities, as amended from
			time to time

i

DEFINITIONS (cont'd)

LPD		: 29 March 2024, being the latest practicable date prior to the date of this
			Circular
Major Shareholder	:	(i)	A person who has an interest or interests in one or more voting
				shares in a corporation and the number or aggregate number of
				those shares, is:
				(a) 10% or more of the total number of voting shares in the
				corporation; or
				(b) 5% or more of the total number of voting shares in the
				corporation where such person is the largest shareholder of
				the corporation.
				For the purpose of this definition, "interest" shall have the meaning
				of "interest in shares" given in Section 8(4) of the Act; and
			(ii)	For the purpose of the Proposed RRPT Mandate, a major
				shareholder includes any person who is or was within the preceding
				6 months of the date on which the terms of the transaction were
				agreed upon, a major shareholder of our Company
Megawisra		:	Megawisra Sdn Bhd
Megawisra Investments	:	Megawisra Investments Limited
NAV		:	Net assets value
Patrick		:	Patrick Corso
Person Connected	: In relation to a Director and Major Shareholder, means, such person who
			falls under any one of the following categories:
			(i)	a family member of the Director or Major Shareholder;
			(ii)	a trustee of a trust (other than a trustee for a share scheme for
				employees or pension scheme) under which the Director or Major
				Shareholder, or a family member of the Director or Major
				Shareholder, is the sole beneficiary;
			(iii)	a partner of the Director or Major Shareholder;
			(iv)	a person, or where the person is a body corporate, the body
				corporate or its directors, who is accustomed or under an obligation,
				whether formal or informal, to act in accordance with the directions,
				instructions or wishes of the Director or Major Shareholder;
			(v)	a person, or where the person is a body corporate, the body
				corporate or its directors, in accordance with whose directions,
				instructions or wishes the Director or Major Shareholder is
				accustomed or is under an obligation, whether formal or informal, to
				act;
			(vi)	a body corporate in which the Director or Major Shareholder, or
				persons connected with them are entitled to exercise, or control the
				exercise of, not less than 20% of the votes attached to voting shares
				in the body corporate; or
			(vii)	a body corporate which is a related corporation of the Director or
				Major Shareholder
PKV		: Pulau Kapas Ventures Sdn Bhd
Proposed	RRPT	: Proposed shareholders' mandate for RRPT as set out in Section 2.3 of this
Mandate			Circular
Related Party		: The Director, Major Shareholder or Person Connected with such Director
			or Major Shareholder

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DEFINITIONS (cont'd)

RM	:	Ringgit Malaysia
RPT	: The transaction entered into by our Group which involves the interest,
		direct or indirect, of a Related Party
RRPT	: RPT which is recurrent, of a revenue or trading nature and which is
		necessary for day-to-day operations of our Group
Share	: Ordinary share of our Company
Telekom	:	Telekom Malaysia Berhad
Telekom Group	: Telekom and its subsidiaries, collectively
Time or Company	:	TIME dotCom Berhad
TNB	:	Tenaga Nasional Berhad
TNB Group	: TNB and its subsidiaries, collectively
UEM	:	UEM Group Berhad
UEM Group	:	UEM and its subsidiaries, collectively

PRESENTATION OF INFORMATION

All references to "our Company" in this Circular mean TIME dotCom Berhad and references to "our Group" mean our Company and our subsidiaries. References to "we", "us", "our" and "ourselves" mean our Company, or where the context otherwise requires, shall include our subsidiaries.

All references to "you" and "yours" in this Circular mean the shareholders of our Company, unless the context otherwise requires.

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. References to persons shall include corporations.

Any reference to any law, act, enactment, code, rule or regulations in this Circular is a reference to that law, act, enactment, code, rule or regulations as amended or re-enacted from time to time.

Any discrepancies in the tables and statements included in this Circular between the amounts stated, actual figures and the totals thereof in this Circular are due to rounding adjustments.

Any reference to a time of day in this Circular is a reference to Malaysian time, unless otherwise stated.

Certain statements in this Circular may be forward-looking in nature, which are subject to uncertainties and contingencies. Forward-looking statements may contain estimates and assumptions made by our Board after due inquiry, which are nevertheless subject to known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements to differ materially from the anticipated results, performance or achievements expressed or implied in such forward-looking statements. In light of these and other uncertainties, the inclusion of a forward-looking statement in this Circular should not be regarded as a representation or warranty that our Group's plans and objectives will be achieved.

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CONTENTS

		PAGE
LETTER TO OUR SHAREHOLDERS CONTAINING:
1.	INTRODUCTION	1
2.	PROPOSED RRPT MANDATE	2
3.	RATIONALE AND BENEFITS OF THE PROPOSED RRPT MANDATE	8
4.	VALIDITY PERIOD FOR THE PROPOSED RRPT MANDATE	9
5.	EFFECTS OF THE PROPOSED RRPT MANDATE	9
6.	APPROVALS REQUIRED	9
7.	INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONS	9
	CONNECTED WITH THEM
8.	DIRECTORS' RECOMMENDATION	11
9.	AGM	11
10.	FURTHER INFORMATION	11
APPENDIX:
I.	ADDITIONAL INFORMATION	12
EXTRACT OF THE NOTICE OF 27TH AGM	Enclosed
PROXY FORM	Enclosed

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iv

TIME DOTCOM BERHAD

Registration Number: 199601040939 (413292-P)

(Incorporated in Malaysia)

Registered Office

Level 4

No. 14, Jalan Majistret U1/26

HICOM Glenmarie Industrial Park

40150 Shah Alam, Selangor Darul Ehsan

Malaysia

30 April 2024

Board of Directors:

Elakumari Kantilal (Non-IndependentNon-Executive Director (Chairman)) Mark Guy Dioguardi (Senior Independent Non-Executive Director)

Datuk Azailiza Mohd Ahad (Independent Non-Executive Director) Low Kim Fui (Independent Non-Executive Director)

Kuan Li Li (Independent Non-Executive Director)

Ir. Dr. Mohd Shahreen Zainooreen Madros (Independent Non-ExecutiveDirector) Afzal Abdul Rahim (Non-IndependentExecutive Director (Chief Executive Officer)) Patrick Corso (Non-IndependentExecutive Director)

To: Our Shareholders

Dear Sir/Madam,

PROPOSED RRPT MANDATE

1. INTRODUCTION

On 29 February 2024, our Board announced that our Company proposes to seek approval from our shareholders for the Proposed RRPT Mandate at its forthcoming 27th AGM.

THE PURPOSE OF THIS CIRCULAR IS TO PROVIDE YOU WITH THE DETAILS OF THE PROPOSED RRPT MANDATE AND TO SEEK YOUR APPROVAL FOR THE ORDINARY RESOLUTION PERTAINING TO THE PROPOSED RRPT MANDATE TO BE TABLED AT OUR FORTHCOMING 27th AGM. THE EXTRACT OF THE NOTICE OF THE 27TH AGM AND THE PROXY FORM ARE ENCLOSED IN THIS CIRCULAR.

YOU ARE ADVISED TO READ THE CONTENTS OF THIS CIRCULAR CAREFULLY BEFORE VOTING ON THE ORDINARY RESOLUTION PERTAINING TO THE PROPOSED RRPT MANDATE TO BE TABLED AT THE FORTHCOMING 27TH AGM.

1

2. PROPOSED RRPT MANDATE

2.1 Details of the Proposed RRPT Mandate

Pursuant to Paragraph 10.09(2) of the Listing Requirements, our Company may seek a general mandate from our shareholders for the RRPT subject to, among others, the following:

1. the transactions are in the ordinary course of business and are on terms not more favourable to the Related Parties than those generally available to the public;
2. the Proposed RRPT Mandate is subject to annual renewal and disclosure is made in the annual report of our Company of the aggregated value of transactions conducted pursuant to the Proposed RRPT Mandate during the financial year where the aggregated value is equal to or more than the following threshold:
3. 1. the consideration, value of the assets, capital outlay or costs of the RRPT is equal to or exceeds RM1 million or more; or
   2. the percentage ratio of such RRPT is 1% or more,

whichever is the higher;

1. this Circular includes the information as may be prescribed by Bursa Securities;
2. at the forthcoming 27th AGM to obtain our shareholders' mandate, the Interested
   Directors and Interested Major Shareholders must not vote on the ordinary resolution pertaining to the Proposed RRPT Mandate. The Interested Directors and Interested Major Shareholders must also ensure that Persons Connected with them abstain from voting on the ordinary resolution approving the Proposed RRPT Mandate; and
3. our Company shall immediately announce to Bursa Securities when the actual value of a RRPT entered into by our Group, exceeds the estimated value of the RRPT disclosed in this Circular by 10% or more and must include the information as may be prescribed by Bursa Securities in the announcement.

Upon our shareholders' approval for the ordinary resolution pertaining to the Proposed RRPT Mandate being obtained pursuant to the above, the provisions of Paragraph 10.08 of the Listing Requirements in relation to the RRPT as set out in Section 2.3 of this Circular will not be applicable to our Group.

The disclosures pertaining to those RRPTs will be made in the annual report of our Company pursuant to the Listing Requirements, which requires a breakdown of the aggregate value of the RRPT entered into during the financial year, amongst others, based on the following information:

1. the type of the RRPT made; and
2. the names of the Related Parties involved in each type of the RRPT made and their relationship with our Group.

2.2 Principal activities of our Group

The principal activities of our Company are investment holding and provision of management services. The Company's subsidiaries, associates and investees are primarily involved in telecommunications, co-location, energy and other related fields. The details of our Group as well as their principal activities as at LPD are set out in the table below:

	Effective
Name of company	equity interest	Principal activities
	(%)
AVM Cloud Sdn Bhd	67	Developing and selling of computer
		software and provision of information
		technology services
	2

Effective

Name of company

equity interest

Principal activities

(%)

Charge N Go Sdn Bhd

51

Provision of electric vehicle charging

stations and related services

Global Transit (Hong Kong)

100

Provision of management services

Limited

Global Transit 2 Limited

100

Engaged

in

the

business

of

telecommunication

services

and

trading

bandwidth capacity

Global Transit 3 Limited

100

Engaged

in

the

business

of

telecommunication

services

and

trading

bandwidth capacity

Global Transit 5 Limited

100

Engaged

in

the

business

of

telecommunication

services

and

trading

bandwidth capacity

Global Transit Limited

100

Engaged

in

the

business

of

telecommunication

services

and

trading

bandwidth capacity

Global Transit Singapore Pte

100

Wholesale

of

telecommunication

Ltd

equipment and related services

Planet Tapir Sdn Bhd

100

Investment holding

TIME

dotCom

Global

100

Provision

of

telecommunication

and

Services Sdn Bhd

related services

TIME

dotCom International

100

Investment holding

Sdn Bhd

TIME dotCom Japan K.K.

100

Provision of telecommunication services,

co-location and other related services

TIME Energy Sdn Bhd

100

Provision of development, installation and

maintenance services in relation to solar

photovoltaic system

TIME Fibre Sdn Bhd

100

Provision of voice, data, video and image

communication

services

and

other

consumer home services

TT dotCom Sdn Bhd

100

Provision of voice, data, video and image

communication

services

through

its

domestic and international network

Subsidiary of TIME dotCom International Sdn Bhd

TIME

dotCom (Cambodia)

100

Provision

of

telecommunication

and

Co., Ltd

related services

Subsidiaries of AVM Cloud Sdn Bhd

Integrated Global

Solutions

67

Marketing of computer hardware and

Sdn Bhd

software, and provision of consultancy

and support services related to computer

programmes

3

			Effective
Name of company	equity interest	Principal activities
			(%)
Zeus Ventures Sdn Bhd	67	Dormant
AVM	Cloud	(Thailand)	67	Provision of cloud services, developing
Limited				and selling computer software and
				hardware and the provision of information
				technology services

Note:

It is envisaged that the companies within our Group would, in the ordinary course of business, enter into the RRPT as detailed in Section 2.3 of this Circular. It is likely that such transactions will occur with some degree of frequency and could arise at any time.

2.3 Details of RRPT contemplated under the Proposed RRPT Mandate

The details of the RRPT to be entered into by our Group with Related Party under the Proposed RRPT Mandate are as follows:

Estimated

value(1)

No.

Transacting

Related Parties and nature

Nature of RRPT

during the

parties

of their relationship

validity

period(2)

(RM'000)

1.

KNB Group

KNB is a major shareholder of

Provision

of

534

Time by virtue of its direct and

Information

indirect interests, the latter held

Technology

("IT")

through PKV, who is also a

services

by

our

major shareholder of Time.

Group

to

KNB

Group

Afzal and Patrick are:

(i)

Executive

Directors

of

Time;

(ii)

substantial shareholders of

Time by virtue of their

direct and indirect interests

held through PKV, GTI and

Megawisra

via

their

shareholdings

in

Megawisra

Investments;

and

(iii)

directors of PKV.

2.

CIMB Group

KNB is a major shareholder of:

Provision of:

90,823

(i)

Time by virtue of its direct

(a)

IT

and

data

and

indirect

interests,

the

centre

latter

held

through PKV,

services

by

who is also a major

our

Group to

shareholder of Time; and

CIMB

Group;

(ii)

CIMB.

and

(b)

advisory

Afzal and Patrick are:

services

and

(i)

Executive

Directors

of

marketing

Time;

products

by

(ii)

substantial shareholders of

CIMB

Group

Time by virtue of their

to our Group

direct and indirect interests

held through PKV, GTI and

Megawisra

via

their

shareholdings

in

Megawisra

Investments;

and

4

Estimated

value(1)

No.

Transacting

Related Parties and nature

Nature of RRPT

during the

parties

of their relationship

validity

period(2)

(RM'000)

(iii)

directors of PKV.

Afzal is also a Senior

Independent

Non-Executive

Director of CIMB.

3.

TNB Group

KNB is a major shareholder of:

Provision

of

IT

24,934

(i)

Time by virtue of its direct

services

by

our

and

indirect

interests,

the

Group

to

TNB

latter

held

through PKV,

Group

who is also a major

shareholder of Time; and

(ii)

TNB.

Afzal and Patrick are:

(i)

Executive

Directors

of

Time;

(ii)

substantial shareholders of

Time by virtue of their

direct and indirect interests

held through PKV, GTI and

Megawisra

via

their

shareholdings

in

Megawisra

Investments;

and

(iii)

directors of PKV.

4.

Telekom

KNB is a major shareholder of:

Provision of IT and

4,864

Group

(i)

Time by virtue of its direct

data

centre

and

indirect

interests,

the

services

by

our

latter

held

through PKV,

Group to Telekom

who is also a major

Group

shareholder of Time; and

(ii)

Telekom.

Afzal and Patrick are:

(i)

Executive

Directors

of

Time;

(ii)

substantial shareholders of

Time by virtue of their

direct and indirect interests

held through PKV, GTI and

Megawisra

via

their

shareholdings

in

Megawisra

Investments;

and

(iii)

directors of PKV.

5.

Axiata Group

KNB is a major shareholder of:

Provision of IT and

1,703

(i) Time by virtue of its direct

data

centre

and indirect interests, the

services

by

our

latter held

through PKV,

Group

to

Axiata

who is also a major

Group

shareholder of Time; and

(ii)

Axiata.

5