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3rd Edition November 2010 Code of Business Ethics Telekom Malaysia Berhad i

© Telekom Malaysia Berhad

All rights reserved. No part of this publication may be reproduced, stored in a retrieval system, or transmitted in any form or by any means, electronic, mechanical, photocopying, recording or otherwise, without the prior permission of Telekom Malaysia Berhad.

3rd Edition November 2010 Code of Business Ethics Telekom Malaysia Berhad ii

TM GENERAL BUSINESS PRINCIPLE TM, a leading integrated telecommunications service provider in Malaysia is committed in delivering cutting-edge communications, information and entertainment services. Our Vision "To be Malaysia‟s leading new generation communications provider, embracing customer needs through innovation and execution excellence" Our Mission

Strive towards customer service excellence and operational efficiency;

Enrich consumer lifestyle and experience by providing innovative new generation services;

Improve the performance of our business customers by providing high value information and communications solutions;

Deliver value for stakeholders by generating shareholder value and supporting Malaysia‟s growth and development.

Our Core Values – Tree of Change

The Fruits ~ Our Desired

Culture

Innovativeness

Teamwork

Owning Customers

Performance Driven

The Stem ~ System & Support

The Root ~ Our Core

(KRISTAL) Values

(k(Kristal(KRISTAL) Values

Total Commitment To Customers

Uncompromising Integrity

Respect & Care

Honesty, Trustworthiness, Sincerity, Dedication,

Fairness

Team Spirit & Cooperation,

Mutual Respect & Courtesy,

Understanding & Open-minded

Proactive, Sensitive and Responsive

Leadership

Rewards & Recognition

Behaviour & Competency

3rd Edition November 2010 Code of Business Ethics Telekom Malaysia Berhad iii

The economic and business environment today is very challenging and dynamic. As our Company strives and competes to stay put in business, we must not at any cost neglect the code of business ethics. This is because good ethics promotes integrity in business dealings and in turn stimulates a growing and healthy economy.

In Malaysia, the agenda of business ethics can be found within the third target of the National Integrity Plan; namely “to enhance corporate governance and business ethics” amongst private sector role players. Corporate governance is a concept which calls for transparency, integrity and accountability. In Malaysia, this concept is entrenched either statutorily into various legislation that regulate corporate activities or, by way of non statutory code of ethics. In this respect, the Government applies the concept of good corporate governance for Malaysian companies to voluntarily adopt and inculcate the best practices. The TM‟s Code of Business Ethics (“Code”) sets forth the standards that guide our every action at TM and its Group of Companies, and applies to the Board of Directors, Management, Employees and all representatives of the Company. It shall act as the guiding principles in inculcating the business ethics mindset in all. The Code describes and reinforces conduct that is based on our guiding core values, consistent with our policies and practices, and essential to TM‟s legal and regulatory compliance obligations. Our ongoing commitment to these values is necessary to ensure that we will operate with the highest ethical standards and achieve our vision to be Malaysia‟s leading new generation communications provider. Thank you.

DATO’ SRI ZAMZAMZAIRANI MOHD ISA Group Chief Executive Officer Telekom Malaysia Berhad

FOREWORD

3rd Edition November 2010 Code of Business Ethics Telekom Malaysia Berhad i

TABLE OF CONTENT

1. INTRODUCTION ....................................................................................................... 1 1.1 Objective ................................................................................................................... 1 1.2 Scope ........................................................................................................................ 1 1.3 Compliance to the Code ............................................................................................ 2 2. DEFINITIONS AND INTERPRETATIONS ................................................................. 3 3. RESPONSIBILITIES REGARDING CODE OF BUSINESS ETHICS ......................... 7 3.1 Responsibilities of Directors ...................................................................................... 7 3.2 Responsibilities of Management ................................................................................ 7 3.3 Responsibilities of Employees: .................................................................................. 8 4. OUR DEALING WITH EMPLOYEES ........................................................................ 9 4.1 Respect for Individual ................................................................................................ 9 4.2 Harassment ............................................................................................................... 9 4.3 Safety, Health and Environment ................................................................................ 9 4.4 Drugs, Alcohol and Prohibited Substances .............................................................. 10 4.5 Weapons ................................................................................................................. 10 4.6 Threats and Violence ............................................................................................... 10 4.7 Immoral Activities .................................................................................................... 10 4.8 Criminal Breach of Trust .......................................................................................... 11 4.9 Subversive and Other Criminal Activities ................................................................. 11 4.10 Offences Relating to Racial and Religious Harmony ............................................... 11 4.11 Giving Evidence in Court ......................................................................................... 11 4.12 Equal Opportunity .................................................................................................... 11 5. OUR DEALING WITH CUSTOMERS ...................................................................... 12 5.1 Total Commitment to Customers ............................................................................. 12 5.2 Product and Service Quality and Safety .................................................................. 12 5.3 Sales and Marketing ................................................................................................ 12 5.4 Customer Information .............................................................................................. 12 5.5 Privacy of Customer Communications ..................................................................... 13 5.6 Government as Customer........................................................................................ 13 5.7 Business Dress and Attire ....................................................................................... 13 6. OUR DEALING WITH SUPPLIERS AND BUSINESS PARTNERS ........................ 14 6.1 Doing Business with Others ..................................................................................... 14 6.2 Agents and Consultants .......................................................................................... 14 6.3 Contractors and Sub-contractors ............................................................................. 14 6.4 Joint Ventures and Alliances ................................................................................... 14 6.5 Procurement Practices ............................................................................................ 14 6.6 Gratification ............................................................................................................. 15 6.7 Suppliers and Business Partners' Commitment to Business Ethics ......................... 16 6.8 Raising Concerns .................................................................................................... 16 7. OUR DEALING WITH SHAREHOLDERS………………………………………………17 8. OUR DEALING WITH COMPETITION .................................................................... 18 8.1 Competition Law ...................................................................................................... 18 8.2 General Competition Practices ................................................................................ 18

3rd Edition November 2010 Code of Business Ethics Telekom Malaysia Berhad ii

9. OUR DEALING WITH COMMUNITIES ................................................................... 19 9.1 Community Services ................................................................................................ 19 9.2 Personal Community Activities ................................................................................ 19 9.3 Environment ............................................................................................................ 19 9.4 Communicating to External Audiences .................................................................... 19 10. OUR DEALING WITH GOVERNMENTS ................................................................. 20 10.1 Compliance with the Law ......................................................................................... 20 10.2 Political Donation ..................................................................................................... 20 10.3 Political Activities ..................................................................................................... 20 10.4 Anti-Corruption Laws ............................................................................................... 20 10.5 Crossing National Borders ....................................................................................... 21 11. OUR DEALING WITH COMPANY ASSETS ........................................................... 22 11.1 Protecting TM's Assets ............................................................................................ 22 11.2 Confidential Information ........................................................................................... 25 11.3 Trading on Insider Information ................................................................................. 26 11.4 Accuracy of Company Records ............................................................................... 27 11.5 Recording and Retaining Business Communications ............................................... 27 11.6 Sharing Best Practices ............................................................................................ 27 12. CONFLICT OF INTERESTS ................................................................................... 28 12.1 General Considerations ........................................................................................... 28 12.2 Outside Business Appointments, Directorships/Undertakings .................................. 28 12.3 Ownership of Equity in Entities Having a Business Relationship with TM ................ 29 12.4 Family or Close Personal Friendship Interest .......................................................... 30 12.5 Contractual Dealings with Employees ..................................................................... 30 12.6 Proprietary Information ............................................................................................ 30 12.7 Investments ............................................................................................................. 31 12.8 Gifts ......................................................................................................................... 31 12.9 Entertainments ........................................................................................................ 33 12.10 Travel ...................................................................................................................... 34 12.11 Public Services, Recreational, Sporting and Community Activities .......................... 34 12.12 Disclosures and Declarations .................................................................................. 34 13. WHISTLE-BLOWING POLICY ................................................................................ 35 14. INTERNAL NOTIFICATION PROCEDURES .......................................................... 37 15. PROCESS ............................................................................................................... 38 16. CERTIFICATION OF COMPLIANCE TO TELEKOM MALAYSIA’S CODE OF

BUSINESS ETHICS……………………………………………………………………….39

3rd Edition November 2010 Code of Business Ethics Telekom Malaysia Berhad 1

1. INTRODUCTION 1.1 Objective

The objective of the Code of Business Ethics (hereto referred as the "Code") is to support TM's vision and Core Values "KRISTAL" by informing the Board of Directors, Management, Employees and all representatives of the Company of the acceptable and unacceptable business conducts. The Code is designed to be in line with TM's initiatives to instil, internalize and uphold the value of "UNCOMPROMISING INTEGRITY" relating to the behaviour and conduct of all stakeholders of the Company.

1.2 Scope

The scope of the Code covers the Board of Directors, Management, Employees and all representatives, including all agents, consultants, independent contractors and suppliers (“Representative”) of TM and its Group of Companies. The policies that is set out in the Code apply across TM and its Group of Companies, in all businesses and countries world wide. If a local law conflicts with a policy in the Code, one must comply with the local law. If a local custom or practice conflicts with a policy in the Code, one must comply with the Code.

Though some of the policy in the Code may be in compliance with the local law; different business, region or country may have policies and practices that require more than the requirement of the Code. In all instances, one must follow the stricter law, policy or practice. The Code acts as a baseline or a minimum requirement, which must always be complied with, unless doing so, will violate the local law. If the applicable local law conflicts with the Code, but could permit different alternatives, one must choose the one most closely aligned with the Code‟s requirement. Should you have any doubt, please consult the Legal Division.

TM provides the Code as guidance in recognizing and resolving any business ethical issues that one may encounter in conducting business of the Company. This Code shall by no means be exhaustive nor does it includes all of the policies of the Company. Board of Directors, Management, Employees and all Representatives of the Company are expected to apply sound judgement in deciding on the most business ethical means of dealing with any given situation involving Customers, Suppliers, competitors, regulators, public and the Company matters in general. This Code may be reviewed, changed and updated from time to time in keeping with any new developments in business practice, environment and legal requirement. Therefore, the Board of Directors, Management, Employees and other Representatives of the Company are required to be familiar with its contents. The most current version of the Code is available on TM's 1intra at http://1intra.


1.3 Compliance to the Code

All Board of Directors, Management, Employees and other Representatives of the Company are responsible for complying with all applicable laws and regulations and for knowing and complying with the Code and other policies of the Company. All Board of Directors, Management and Employees are required to declare his/her understanding and compliance to the Code within one (1) month from the date of their appointment/employment or whenever required by the Company, by executing the Certification of Compliance to the Code, which is attached at the back of the Code. Any disclosure required under the law and the Code shall be based on the relevant facts and information, which is to the best knowledge of the Board of Directors, Management and Employees. Violation of the law or the Code or other policies of the Company could result in disciplinary actions including but not limited to withholding of bonuses, increments and merits award, denial of promotion, and termination or dismissal of employment. Line of Business, Central Functions, Support Functions, and Subsidiary Companies within TM and its Group of Companies are responsible for ensuring that their policies and procedures are consistent with the Code and the respective Board of Directors must adopt to the Code. For Associate Companies of TM, this Code shall serve as guidance for their business ethical procedures and practices.

The Board of Directors of TM has approved that should there be other policies and procedures of the Company that are in conflict with this Code, the policies as covered in this Code shall prevail over the others.

"Under unusual circumstances, the Board of Directors, Management and Employees and other Representatives of the Company may seek approval of actions that otherwise would not be compliant with the Code. Approval of any action not compliant with the Code must be sought in advance and may be granted only by the Group Chief Executive Officer or the Board of Directors of the Company. Waiver of the Code must be promptly disclosed to the Board of Directors. When a waiver is granted, the Group Chief Executive Officer or the Board of Directors shall ensure that appropriate controls are in place to protect the Company and its shareholders. "


2. DEFINITIONS AND INTERPRETATIONS

2.1 In this Code unless the context otherwise requires the following terms shall have the meanings hereby respectively assigned to them:

Assets: shall mean tangible or intangible resources controlled by the Company as a result of past transactions or events and from which future economic benefits are expected to flow to the Company. Associate Company: shall mean a company or enterprise in which the investor company has significant influence that is the power to participate in the financial and operating policy decisions of the associate company but no control over those policies. Board of Directors: shall mean all Directors of the Company be it, independent and non-independent executive directors and non-executive directors and, includes the alternate director. The term “Board of Directors”, wherever appropriate shall also be referred to the board of directors of the Group of Companies. The term “Board of Directors”, “Board”, or “Director” shall have the same meaning and may be used interchangeably. . Business courtesy: shall mean a gift or favour from a person or a firm, regardless of whether a business relationship exists between the Company and that person or firm, for which fair market value is not paid by the recipient, which includes tangible or intangible benefit, such as non monetary gifts, meals, drinks, entertainment, recreation, prizes, transportation, discounts, tickets, passes, promotional items or use of donor's time, material or equipment. Business Partners: shall mean person or entity, where the company has engaged with or entered into a commercial arrangement to collaborate with such person or to form an alliance through a letter, contract or memorandum of understanding. A Business Partner may include but not limited to the suppliers, service providers, customers, agents and/or resellers. Code: shall mean this Code of Business Ethic, a set of rules and policies, which shall govern the business conduct and relations of the Board of Directors, Management, Employees and other Representatives of the Company. Company: shall mean Telekom Malaysia Berhad and wherever appropriate shall include its Group of Companies. Competitors: shall mean any persons or entities that render the same or similar services or supply the same or similar products to what the Company renders or supplies, in anyone or a number of business environments. "Confidential Information" shall mean to include (a) Any information in any form whatsoever not generally known, and proprietary to

the Company including but not limited to information relating to their processes, operations, trade, products, research, development, manufacture, purchasing, business, business prospects, transactions, affairs, activities, know-how, intellectual property, accounting, finance, planning, operations, customers, engineering, marketing, merchandising and selling, proprietary trade


information, payroll figures, personal data of the Board of Directors, Employees, customers' list, records, agreements and information, technical and other related information, and any books, accounts and records kept by the Company for the purpose of its business;

(b) All information disclosed to the Director or Employee or to which the Director or

Employee obtains access during his tenure which he has reason or ought to have reason to believe to be Confidential Information and this shall be presumed to be Confidential Information and this shall include (but shall not be limited to) price lists, business methods, customer history, records, information and inventions; and

(c) Any such information as described in paragraphs (a) and b) above which relate

to the Company including its Suppliers, agents, distributors and Customers. Conflict of Interest: shall mean any personal interest or material interest that a Director or an Employee may have and could be seen to have the potential to interfere with their objectivity in performing their duties or exercising their judgment on behalf of the Company. Customers: shall mean any persons or entities to which the Company provides its products and render its services, which may include potential customers, Suppliers or Competitors. Directors: shall mean the directors of the Company holding office for the time being, which includes their duly appointed alternates. Employees: shall mean all personnel including the senior and top management, managers, executives and non-executives under the employment of the Company, be it permanent or on contract basis. The term “Employee” or “Employees” shall have the same meaning and may be used interchangeably. Ethics: Refers to standards of conduct, which indicate how to behave, based on moral duties and virtues arising from principles on right and wrong. Ethics involve two (2) aspects namely the ability to distinguish right from wrong and the commitment to do what is right. Facilitation payments: Facilitation payment commonly known as "facilitating", "speed" or "grease" payments are payments made to secure or expedite the performance of a routine or necessary action to which the payer of the facilitation payment has an interest. Family: In relation to (a) A Director shall have the same meaning given to definition of "a member of

that director‟s family" under Section 122A(2) of the Companies Act 1965; and (b) An Employee means such person who falls within any one of the following

categories: -

(i) Spouse; (ii) Parent; (iii) Child including an adopted child and step child;


(iv) Brother or sister; and (v) Spouse of the person referred to in sub-paragraphs (iii) and (iv) above.

Gratification: Gratification shall have the meaning as assigned to it under Section 3 of the Malaysian Anti-Corruption Commission Act 2009 (Act 694). Group of Companies: shall mean the Company together with its Subsidiary Company and Associate Company in which the Company holds twenty percent (20%) or more of the issued capital and shall cover all local and foreign Subsidiary Companies of TM. Information: shall mean all communications and all information whether written, visual or oral and all other materials: (a) supplied to the Employee by the Company during the Employee's employment

with the Company; (b) relating to any Inventions, improvement, report, recommendation or advice

given to the Company by the Employee in pursuance of his employment with the Company; and

(c) concerning the business, associations, transactions or financial arrangements

of the Company with any other persons or bodies, including other technical or commercial cooperation agreements

“Inventions": shall mean all patentable and non-patentable inventions, discoveries and improvements, processes and know-how, copyright works (including without limitation computer programs), new designs discovered or created by the Employees in the course of or for the employment or discovered or created by the Employees as a result, whether directly or indirectly, of anything done by the Employees in pursuance of his duties with the Company and/or (as the case may be) based whether directly or indirectly on any item of the Information. Legal Division: shall mean the Legal Strategy & Intellectual Property of TM. Management: Management shall cover all levels of executives, including top management, senior management, managers and assistant managers. Proprietary Information: shall mean information held by a person or entity concerning the know-how, trade secrets or other information of any kind, whether in printed or electronic format, including but not limited to the intellectual property rights, technical information, business processes, sales forecasts, marketing strategies, customer lists or potential customer information, financial records or operations which is regarded as being confidential in nature (whether or not labeled as confidential) and belongs to and owned by the Company. Representatives: shall mean authorized agents, resellers, consultants, contractors and Suppliers. Sexual Harassment: shall mean any unwanted conduct of sexual nature having the effect of verbal, non-verbal, visual, psychological or physical harassment that might, on reasonable grounds, be perceived by the recipient as placing a condition of a sexual nature on his or her employment or as an offence or humiliation or threat to


his/her well-being, but has no direct link to his/her employment.

Subsidiary Company: Subsidiary company is a company or enterprise in which the investor company (known as the parent) has power to exercise control over the financial and operating policies of the subsidiary company so as to obtain benefits from its activities and as defined under Section 5, of the Companies Act 1965. Suppliers: shall mean any persons or entities that supply products or equipments and render services of any nature to the Company. TM: shall mean Telekom Malaysia Berhad. TM Core Values (KRISTAL): shall mean the values adopted by the Company to be applied by the Board of Directors, Managementand Employees of the Company in their daily work and operation, which consist of the following principles: total commitment to customers, uncompromising integrity and respect and care.

2.2 In this Code, unless the context requires:

(a) The heading in this Code are for convenience only and shall not be deemed to be part hereof or be taken into consideration in the interpretation of this Code;

(b) English version shall be the official text for reference in the event of any

dispute arising out of the interpretation of this Code;

(c) A reference to any statute, regulation, proclamation, ordinances or by-law amending, consolidating or replacing them, and a reference to a statute includes all regulations, proclamations, ordinances, and by-law issued under that statute;

(d) Words importing the singular include the plural and vice-versa;

(e) Words importing a gender include any gender.


3. RESPONSIBILITIES REGARDING CODE OF BUSINESS ETHICS 3.1 Responsibilities of Directors

In the performance of his duties, all Directors should at all times observe the principles as provided in the Terms of Reference for the Board of Directors and the Code. These principles are not limited to the followings:

(a) To oversee the conduct of business of the Company and to evaluate whether the business is being properly managed;

(b) To exercise reasonable care, skill, diligence and apply good judgement when

discharging his duty and to act in the best interest of the Company;

(c) To identify principal risks and ensure the implementation of appropriate systems to manage these risks;

(d) To review the adequacy and integrity of the Company‟s internal control and

management information systems. (e) To abide all principles laid down in the Main Market Listing Requirements

issued by Bursa Malaysia Securities Berhad, Malaysian Code on Corporate Governance, Code of Ethics for Company Directors and all other applicable laws, regulations, rules, directives and guidelines;

(f) To establish an internal audit function in order to obtain assurance of regular

review and/or appraisal of the effectiveness of the system of internal controls within the Company:

(g) To manage the interest and expectations of shareholders, Employees,

creditors and Customers of the Company.

3.2 Responsibilities of Management

The Management should at all times observe the principles as provided in the Code and these principles are not limited to the followings:

(a) To ensure that all Employees under their supervision receive and execute an acknowledgement of receipt of a copy of the Code during their course of employment or when the new Employee reports for duty;?

(b) To ensure that all Employees are conversant with the Code by providing

guidance through conducting orientation program for new Employees and for other Employees by providing training on business ethical behaviour and legal compliance relevant to the Employee‟s responsibilities from time to time;

(c) To ensure that the Code forms part of the Company‟s orientation program; (d) To ensure that all standards, policies and procedures comply with the Code

and are communicated to all Employees under their control; (e) To report any violations of the Code up through the chain of command;


(f) Ensuring that all ethical matters that cannot immediately be decided on are

properly escalated to the appropriate level;

(g) To ensure that each Employee completes the Declaration of Interest and Assets (hereto referred to as the “DOA”) form annually and whenever there are material changes;

(h) To create and maintain the gift register for the dept/division/ unit;

(i) To ensure that a record is kept for all of the DOA form received; (j) To ensure that all new Employees complete their DOA within one (1) month

from the date of their employment;

(k) To protect Employees or Suppliers/Business Partner against any forms of retribution and retaliation who in good faith and with a reasonable basis reported possible violation of the Code; and

(l) Any members of the Management, who in the course of performance of his

duties has reasonable belief of any matter which may or will constitute a breach or non observance of any requirement or provision of the Companies Act 1965 or its regulations, or has reason to believe that a serious offence involving fraud or dishonesty has been, is being or is likely to be committed, he shall forthwith report the matters in writing to the Board of Directors.

3.3 Responsibilities of Employees:

Employees should at all times observe the principles as provided in the Code. These principles are not limited to the followings: - (a) To be knowledgeable and conversant with the Code and ensure that the

Company's business is conducted with honesty and integrity and in a professional manner;

(b) To abide by the behaviour embodied in the Code and comply with all legal

requirements and the Company's policies and procedures; (c) To keep a copy of the Code for personal reference; (d) To seek advice and information from their supervisors when needed; (e) To report any violation of the Code up through the chain of command; (f) Ignorance of the Code will not be an excuse; (g) The onus is on the Employees to complete and submit their DOA form

annually by the 4th quarter of each calendar year or any other date as specified by the Company. For avoidance of doubt, new Employees shall complete their DOA form within one (1) month from the date of the employment.


4. OUR DEALING WITH EMPLOYEES

We respect and treat fairly each and every Employee. 4.1 Respects for Individual

We will treat each other with respect and fairness at all times, just as we wish to be treated ourselves. In line with TM Core Values (KRISTAL), we should:

Propagate team spirit, co-operation among Employees;

Practice mutual respect and courtesy in all our dealings and interactions; and

Demonstrate understanding and open-mindedness for all concerns, comments, ideas and feedback received.

We will value the diversity of the individuals among us. Employment decisions will be based on business reasons, such as qualifications, talents and achievements, and will comply with local and respective employment laws. We are committed to keep personal information of the Board of Directors, Management and Employees as private and confidential. Access to and knowledge of the personal information of the Board of Directors, Management and Employees will be limited to people in the Company who need the information for legitimate purpose only.

4.2 Harassment

Abusive, harassing or offensive conduct is unacceptable, whether verbal, physical or visual. Examples include derogatory comments based on gender, religion, racial or ethnic characteristics and unwelcome sexual advances. We do not tolerate any forms of Sexual Harassment and we ensure compliance with the Human Resource Policy on Sexual Harassment. We are encouraged to speak out when other Employee‟s conduct makes us uncomfortable, and to report any form of harassment when it occurs.

4.3 Safety, Health and Environment

We are all responsible for maintaining a safe workplace by following the safety, health and environment rules and practices. We are responsible for immediately reporting accidents, injuries, and unsafe equipments, practices or conditions to a supervisor or other designated person. TM is committed to keep its workplaces free from hazards. We are required to be in compliance with provisions of the TM‟s Occupational Safety and Health Manual.


In order to protect the safety of all Directors and Employees, each of us must report to work free from the influence of any substance that could prevent us from conducting work activities safely, effectively and in good health. Wherever necessary, the Company is to provide the required tools and equipments to the respective Employees in order to carry out the required duties and responsibilities. The onus is on the Employees to declare immediately any dangerous/contagious disease, e.g., AIDS, HIN1, SARS, etc., that he/she is afflicted with to his/her superior or other designated persons appointed by the Company.

4.4 Drugs, Alcohol and Prohibited Substances

All Directors and Employees are strictly prohibited from the use, possession, distribution or sale of illegal drugs, alcohol or prohibited substances while in the Company‟s premises, vehicles or while conducting the Company‟s business. No Employees may conduct the Company‟s business while under the influence of drugs, alcohol or prohibited substances. Any Director or Employee, who is suspected to be under the influence of drugs, alcohol or prohibited substances, shall be required to undertake a special test at the authorized Company‟s panel of clinics or designated government clinics or hospitals. Positive test results or refusal to comply with the required test or the Company's medical procedures are grounds for disciplinary action including but not limited to termination of employment.

4.5 Weapons

Employees unless duly authorized and licensed are strictly prohibited from the possession of any weapons or illegal materials, imitation or otherwise including but not limited to firearms, explosives or knives in the conduct of the Company‟s businesses, in the Company‟s premises or using the Company assets.

4.6 Threats and Violence

Threats or acts of violence or physical intimidation in whatsoever form are prohibited. Any Employees who has any knowledge of prohibited conduct or has concerns regarding his/her safety or the safety of a colleague, Customers or Suppliers must immediately report the matters to the higher authorities of the Company.

4.7 Immoral Activities

Employees shall not engage or be involved in any immoral behaviors and activities such as gambling, indecency, obscenity, vulgarity or vices in Company businesses, premises or using Company assets. Employees are strictly prohibited at any time during business hours or otherwise from using Company's assets or premises to be involved in acts of pornography or displaying or viewing pornographic materials and illegal items. Any violation in this regard shall be dealt with in accordance with the disciplinary policies and procedures.


4.8 Criminal Breach of Trust

Directors and Employees who have been trusted with property or dominion over property shall not commit a criminal breach of trust in violation of any law of the country in which the business is conducted. In the context of Malaysian law, criminal breach of trust is fully defined under the Penal Code (Act 574) in particularly Section 405.

4.9 Subversive and Other Criminal Activities

Directors and Employees shall not engage or be involved in any behaviors or activities that may be categorised as subversive or commit any criminal offence punishable under the law of the country in which the business is conducted. Whenever a Director or an Employee is found guilty by the court of law and/or is found to be involved in subversive activities or criminal offences that may be detrimental to the image and reputation of TM, he/she shall be dealt with in accordance with the disciplinary policies and procedures.

4.10 Offences Relating to Racial and Religious Harmony

Directors and Employees shall not cause by words either written or spoken, by sign, visible representation or any act, activity or conduct which can cause disharmony, disunity, or feelings of enmity, hatred or ill-will or prejudices or attempt to prejudice the maintenance of harmony or unity on grounds of religion or race.

4.11 Giving Evidence in Court

Directors and Employees who are subpoenaed or required to give evidence in court in any legal proceedings regarding any matter involving and or related to TM's business, should first refer it to their immediate superior who will consult with the Legal Division and in the case of labour related matters to the Group Human Capital Management.

In order to be properly mandated and advised on the matters required to be disclosed in the court of law, an Employee who is subpoenaed or required to testify and/or to provide information on evidence, as referred to the above, represents TM in the matter, and as such employee who testifies and or provides information without consulting with their immediate superior and the Legal Division/Group Human Capital Management will be subjected to disciplinary actions which may include dismissal.

4.12 Equal Opportunity

We believe and shall on best endeavour provide equal employment opportunities for all applicants regardless of the race, colour, religion, national origin, gender or disability.


5. OUR DEALING WITH CUSTOMERS

TM gives total commitment to its Customers. 5.1 Total Commitment to Customers

In-line with TM Core Values (KRISTAL), every Employee must be

Proactive in dealing with the Customers' needs and try to exceed their expectations;

Sensitive to the Customers' needs and requirements; and

Responsive and serve the customers with conviction and professionalism.

5.2 Product and Service Quality and Safety

To maintain the Company's valuable reputation, compliance with our quality processes and safety requirements is essential. We may damage our good name and reputation if we deliver products and services that fail to live up to the Company‟s standard of quality.

Commitments made to Customers must be reasonably honoured. If commitments could not be honoured, prompt feedback must be given to Customers within agreed timeframes or organizational guidelines.

5.3 Sales and Marketing

We will build long-term relationships with our Customers by demonstrating honesty and integrity. All of our marketing and advertising will be accurate and truthful. Deliberately misleading messages, omissions of important facts, or false claims about our competitors' offerings are not acceptable.

We will only obtain business legally and ethically. Bribes, corrupt or illegal practices are not acceptable. Guidance concerning Customers‟ gifts, travel and entertainment is covered in the Conflict of Interests section of this Code.

5.4 Customer Information

We must protect Customer‟s information that is sensitive, private or confidential as required under TM's license and also other regulatory requirements and/or provided under the law. Only those who have a need to know could have access to such private or confidential information.

Any request for the Customer's information by legal practitioner must be channeled to the Legal Division. Any request made by public authorities such as Polis Diraja Malaysia, Jabatan Kastam Diraja Malaysia, Suruhanjaya Pencegahan Rasuah Malaysia, etc, must be channeled to Malaysian Security.


5.5 Privacy of Customer Communications

Privacy of Customer communications is fundamental to the Company‟s integrity in the communication business. Except when compelled by the law, or in the normal course of business such as performing repair, isolation of trouble or preventive maintenance, we must not:

Disclose Customer‟s information or location of equipment, circuits, trunks or cables to any unauthorized persons;

Tamper with or intrude upon any voice, video, data, fax or any communication transmission;

Listen to or repeat Customers' conversations or communications or permit either to be monitored or recorded or allow access to any communication transmitted by the Company;

Install or permit anyone to install any device that enables someone to listen to, observe or determine that a communication has occurred.

5.6 Government as Customer

We must take special care to comply with all legal and contractual obligations in dealing with the governments. National and local governments all around the world have specific and varied procurement laws, regulations, practices and procedures that have been established to protect the public interest. These laws generally prohibit or put strict limits on gifts, lavish entertainment and travel offered to government officials. They also often apply to the hiring of current or recently retired officials and their family, and to any conduct that may be viewed as improperly influencing objective decision-making. When liaising with Suppliers or subcontractors to fulfill their commitment, we must also be responsible for communicating these unique governmental requirements to them. Any Director and Employee who deal with government officials and contracts are responsible for knowing and complying with applicable laws and regulations.

5.7 Business Dress and Attire

Employees must ensure that when they have direct contact with the Customers, they are not to be dressed in such a manner or wear clothing that may offend the Customers or compromise with health and safety standards. Wherever the Company provides uniform or special attire, such Employees must abide by the requirement.


6. OUR DEALING WITH SUPPLIERS AND BUSINESS PARTNERS

Building quality relationships with other companies gives TM a competitive advantage.

6.1 Doing Business with Others

In line with TM Core Values (KRISTAL) and Procurement Ethics –Rules & Practices, we should:

Practice honesty in all our actions and statements;

Demonstrate trustworthiness in carrying out all our duties and responsibilities;

Exhibit sincerity in all our interpersonal relationships;

Approach our work with full dedication; and

Treat all our stakeholders with fairness. We will not do business with others who are likely to harm the Company‟s good name and reputation. For example, we will avoid doing business with others who intentionally and continually violate the law. These laws include, for example, local environmental, employment, safety and anti-corruption statutes. Any arrangement with third parties must comply with the Company‟s policies and the law. We will not be involved or engaged with third party that performs any act prohibited by law or against the Code.

6.2 Agents and Consultants

Commissions, rates or fees paid to any dealers, distributors, agents, finders or consultants must be reasonable in relation to the value of the product or work that is actually being done. We will not pay commissions or facilitation payment that we have reason to believe will become bribes.

6.3 Contractors and Sub-contractors

Contractors or sub-contractors play a vital role in the fulfillment of many of our contracts. In some cases, the contractors or sub-contractors are highly visible to our Customers. It is therefore very important to ensure that our contractors and sub-contractors preserve and strengthen the Company‟s good name and reputation by acting consistently with the law and the Code.

6.4 Joint Ventures and Alliances

TM will strive to ally with companies that share our commitment to ethics. We will also work to make the ethical standards of our joint ventures compatible with our own.

6.5 Procurement Practices

TM‟s procurement philosophy is to procure by open and transparent procedure goods/services/works that are the best in terms of quality, price, quantity, delivery, supplier and technology as to ensure the best returns to the Company. All


participants in the procurement processes need to uphold the basic principles of trust, honesty, fairness and transparent behaviour in the business dealings.

All procurement personnel shall not have any conflict of interest in any procurement activities under their responsibilities. Such personnel shall abstain from participation if such conflict exists.

All documents relating to the procurement processes shall be documented, filed and properly kept by the person responsible. Purchasing agreements should clearly identify the services or products to be provided, the basis for payment, and the applicable price rate or fee. The amount of payment must commensurate with the services or products provided.

6.6 Gratification

Suppliers or Business Partners are prohibited from offering and/or giving any form of gratification to any Director or Employee of the Company as an inducement or reward for the Director or Employee to use his office or position when he makes any decision, or takes any actions in relation to any matter in which the supplier, relatives or associate of his, has an interest whether directly or indirectly.

In the event that any Director or Employee corruptly solicits or obtain or has made any attempt to obtain such gratification for himself or for any other person, the Suppliers or Business Partners shall at the earliest opportunity thereafter report such soliciting or obtaining of, or attempt to obtain the gratification together with the full and true description and, if known, the name of the person who solicited, or obtained or attempted to obtain the gratification to TM's Group Chief Executive Officer.

Similarly, in the event that any Employee or Director to whom any form of gratification is given, promised or offered, in contravention with any provision of the Malaysian Anti Corruption Commission Act 2009 (Act 694), such Employee or Director shall report such gift, promise or offer together with the name, if known, of the person who gave, promised or offered such gratification to him to TM's Group Chief Executive Officer and for external directors report should be channeled to the Chairman of the Board.


6.7 Suppliers and Business Partners' Commitment to Business Ethics

The Company expects that all its Suppliers and Business Partners to share the common business ethics principles and policies as prescribed in this Code and further detailed out in the Procurement Ethics (Rules & Practices). Any Suppliers or Business Partners found to conduct any unethical practices, which is against the principles and policies prescribed in the Code and/or the Procurement Ethics or violate any law and regulations shall not be tolerated and may be delisted, and their contracts or dealings may be terminated by the Company.

Suppliers are required to make annual declaration on upholding of this Code with the Company.

6.8 Raising Concerns

If any Business Partners wish to report any possible violation of the Code, he may do so through the option available under Article 13 of this Code (Whistleblowing Policy) and the Whistleblowing Protection Act 2010.


7. OUR DEALING WITH SHAREHOLDERS

We should protect the shareholders' investments and deliver values.

Our contact, handling and cooperation with shareholders should be carried out in a professional manner.

In our effort to create value for shareholders, the Company is committed to clearly communicate its strategy and activities regularly to its shareholders and, to that end, maintains active dialogue with the investors through a planned programme of investor relations‟ activities and engagement. Employees who are approached by shareholders or prospective shareholders on confidential or sensitive information must refer them to Investors Relations or Group Corporate Communication Division in accordance to the Group Communications Policy.

Employees may only disclose general business information which is of non-confidential in nature about the Company when approached by the shareholders.


8. OUR DEALING WITH COMPETITION

TM believes in competing fairly because we all benefit from fair, free and open markets. We compete strictly on the merits of our products and services and make no attempts to restrain or limit trade.

8.1 Competition Law

All Employees should adhere to the local competition laws and also the competition laws of the countries in which the Company‟s business is conducted.

Any clarifications on whether an action constitutes a violation of any competition laws should be referred to the Legal Division.

8.2 General Competition Practices

In the context of Malaysian law, the Communications and Multimedia Act 1998 (Act 588), Chapter 2 (General Competition Practices) - Section 133 states "a licensee shall not engage in any conduct which has the purpose of substantially lessening competition in a communications market". The competition practices prohibited include arrangements which provide for rate fixing, market sharing, boycott of supplier or competitor and mandatory tying or linking arrangements regarding the provision or supply of products and services.

The Malaysian Communications and Multimedia Commission has published two (2) guidelines with regards to competition, which are as follows:

Guideline on Substantial Lessening of Competition in a Communications Market, and

Guideline on Dominant Position in a Communications Market


9. OUR DEALING WITH COMMUNITIES

TM is a responsible corporate citizen in all the communities wherever we do business.

9.1 Community Services

We serve society by providing telecommunication services at a fair and competitive price, and actively supporting the communities in which we operate. Our support towards the community will be focused on the areas of education and nation-building activities. The Company and all Employees involvement with the community will be carried out with integrity and the highest regard to good corporate governance and transparency.

9.2 Personal Community Activities

All Employees are encouraged and free to support community, charity, non--governmental or political organizations and causes of their choice; as long as they make it clear that their views and actions are not those of the Company. A l l Employees must however ensure that no conflict of interest be it actual or potential exists between their employment with the Company and their duties in community affairs, whether elective or appointed, paid or voluntary. All Employees must ensure that their outside activities do not interfere with their job performance.

9.3 Environment

We will respect the environment by complying with all applicable environmental laws in all countries in which we conduct businesses. The Company is committed to the protection of the environment by minimizing the environmental impact of our operations and operating our businesses in ways that will foster a sustainable use of the world's natural resources. Employees must support this commitment by complying with TM's environmental policies and programs. Employees must notify the Management if any hazardous materials come into contact with the environment or are improperly handled or discarded.

9.4 Communicating to External Audiences

Contact and communication with the media is extremely important to the Company. It is therefore necessary that Employees handle this relationship in a professional manner. Employees who are approached by members of the media should be guided by the Group Communications Policy and immediately refer them to Group Corporate Communications. Similarly, any requests or queries from the media should also be forwarded to the Group Corporate Communications, in order to ensure professional and consistent handling of the concerns. Only official spokesperson duly appointed by the Company has the authority to speak on behalf of the Company at any occasion and on all platforms, both physical and virtual.


10. OUR DEALING WITH GOVERNMENTS As a responsible citizen, it is our obligation to comply with the law.

10.1 Compliance with the Law

All Directors and Employees around the world are required to comply with all applicable laws and regulations wherever we do business. Perceived pressures from supervisors or demands due to business conditions are not excuses for violating the laws. When we have any questions or concerns about the legality of an action, we are responsible for checking with the Management or the Legal Division.

10.2 Political Donation

The Company shall not make any political contribution.

10.3 Political Activities

All executive employees of the Company are prohibited from being involved in any political activities. Notwithstanding the above, non-executive employees are allowed to join any political party but as a member only. Any involvement in political activity shall be carried out on the non-executive employee's own time and resources and in accordance to the Company's procedures applicable. Their involvement is to be kept separate from their role and responsibilities as an employee of the Company. They must ensure that statements made in their political activities are clearly delivered as personal opinion and will not be construed as the Company's position.

Any Employee who wishes to hold any elected position as office bearer in any political party must disclose and obtain prior written approval from the Chief Human Capital Officer, Group Human Capital Management.

Any Employee who wants to actively participate full time in politics or nominated as a candidate in any election or elected as representative in Federal or State Legislative Body must first resign from the employment of TM.

10.4 Anti-Corruption Laws

TM shall comply with the anti-corruption laws of the countries in which it does business. All Directors and Employees must not directly or indirectly offer or make corrupt payments to government officials, including employees of government-owned enterprises. These requirements apply to all Board of Directors, Management, Employees and all Representatives of the Company, including agents, such as sales representatives, no matter where they are doing business. If we are authorized to engage agents, make sure that they are reputable and require them to agree in writing to TM's requirements and ethical standards.


10.5 Crossing National Borders

When importing or exporting products, services, information or technology, TM will comply with applicable local laws, regulations, and restrictions. In addition, when we travel internationally on company business we are subject to laws governing what we import and export. Board of Directors, Management, Employees and all Representatives of the Company including all agents, consultants, independent contractors and suppliers of TM are responsible for knowing the laws that pertain to them, and for checking with their import/export compliance officials when in doubt.

11. OUR DEALING WITH COMPANY ASSETS

We protect the Company's assets and use them in the best interest of the Company.

11.1 Protecting TM's Assets


The Company's assets are not limited to physical assets, but also include intangible assets such as intellectual property which is not limited to Inventions, copyrights, patents, trademarks, technology and trade secret. Directors and Employees are responsible for the protection of all the Company's assets used in carrying out their responsibilities and for taking reasonable steps to prevent theft or misuse of, or damage to, such property and may only be used for business purposes and other purposes approved by Management. The Company's assets may never be used for illegal purposes. Any use of the Company's assets or proprietary information by any Employee in other business or personal activities from which the Employee (or others connected to the Employee) might materially benefit is forbidden. All Company‟s assets and proprietary information must be returned to the Company on cessation of employment. Equipments, tools, materials, supplies, and employees' time are to be used only for the Company's legitimate business interests. The Company's property must not be borrowed, loaned, or disposed of, except in accordance with the appropriate Company's policies. Just as we must not misuse or misappropriate assets internally, so we must we not, for example, dispose of any of the Company assets in an unauthorized manner such as by selling, lending or giving it away without proper permission. (i) Company assets

We are responsible for the proper expenditure of the Company's funds including expenses. No secret fund of the Company cash or other unrecorded assets shall be set up for whatever purpose. We should be sure that the transaction is genuine and properly documented when spending or committing the Company funds and that the Company receives appropriate value in return.

(ii) Customer or supplier assets

In the same way that we are responsible for all physical Company‟s property entrusted to our care, we are also responsible for property of our customers or suppliers in our custody. We should treat it as we would our own, and not damage it, deface it or remove it or for personal use unless authorized to do so.

(iii) Computers and Information Technology (IT)

In many countries there are strict laws governing the use of IT, computer software and computer records. In many cases, employer is held responsible for all the information transmitted on or from their systems.


Employees are required to understand and strictly comply with TM IT Governance Manual (IT Governance). The IT Governance Manual describes five decision domains as follows:

(a) IT Principle; (b) IT Architecture; (c) IT Infrastructure; (d) Business Application Needs; and (e) IT Investment and Prioritization. Employees should use office computers, or terminals, only for approved purposes and should not use or misuse for personal gain or in furtherance of personal interest.

Employees should take advantage of the emergence of the social media sites such as social networking, online forum, blogs, facebook instant messaging, YouTube, weblog, microblogging to build good perception towards TM. However we need to be responsible and accountable on the information shared in the social media site and is subject to the IT Governance in relation to the Social Computing Policy.

Employees should also not enter into prohibited sites, material, software or tools other than for company business purposes. We should protect our own password, if we have one, and not use anyone else's ID to access records. We should never share our passwords with other users. Employees should also not engaged in any electronic communications that contains offensive comments about race, gender, age, national origin, disability, offensive, disruptive, derogatory, defamatory, harassing,

pornographic, obscene, or otherwise vulgar. The Company's electronic communication systems should also not be used to improperly disseminate copyrighted or licensed materials, such as articles or computer software. Employees should also not transmit chain letters, advertisements, or solicitations on the Company's systems unless authorised. Employees should not alter records or software instructions unless we are authorized to do so and always ensure that any software we use is obtained from authorized suppliers of the Company. Employees are reminded that any failure to comply with the IT Governance shall be subject to disciplinary action. Any action that violates the Malaysian law will be subject to the Computer Crimes Act 1997 and/or the Communication and Multimedia Act 1998.


(iv) Intellectual Property

During the tenure of employment with the Company, any Employee may invent, originate or help to originate, discover or create works either solely or jointly with others, whether or not during normal working hours or whether or not at the Company's premises, which are capable of being protected as intellectual property such as (but not limited to) trade or service marks, patents, utility innovation, industrial design, copyright, trade secrets (hereinafter referred as the "Intellectual Property"), whether directly or indirectly and the personnel acknowledges and agrees that the Intellectual Property shall vest in and be the absolute property of the Company and that the Employee owes a duty to the Company to protect and further the Company's interests. All Intellectual Property rights throughout the world in the Information and the Inventions shall not belong to the Employees and shall vest in and be the absolute property of the Company. Upon the request of the Company, any Employee shall (at the expense of the Company) as soon as possible give full details of any such Inventions, design or work and execute all documents and do all acts and things required to vest or perfect the vesting of all Intellectual Property rights in the Inventions and the Information legally and exclusively in the Company or any nominee or assignee of the Company. The Employee irrevocably appoints the Company to be his attorney in his name and on his behalf to sign, execute any instrument or do such things and generally for such purpose including agreeing to the use of his name for the purpose of giving the Company (or any nominee of the Company) the full benefit of the provisions of this sub-article and in favour of any third party a certificate in writing signed by a (director or secretary of the Company) that any instrument or act that falls within the authority conferred by this sub-article shall be conclusive evidence of such fact.


The Employee also acknowledges and agrees that he has not and will not infringe any third party's Intellectual Property rights during the course of the employment with the Company. The Employee shall indemnify and hold the Company harmless against all claims, damages, costs and expenses arising from any such infringement. The Employee will further inform the Company in writing in the event of any third party's intellectual property rights is required and/or used for purpose of carrying out any works assigned by the Company.

All documents, forms, papers, or other records (in whatever form) concerning the work carried out by any Employee pursuant to his duties and/or the Information (whether originally delivered to the Employee or originated by the Employee) are acknowledged by the Employee to be the sole property of the Company. The Employee undertakes to deliver up all or any of the same to the Company on demand. In the event that the Employee is no longer in the employment of the Company, the Employee acknowledges that he/she may be required to provide necessary assistance in protecting the Company's interest and that he/she shall do so at the Company's expense and shall render all reasonable assistance required thereto. Save with the prior written consent of the Company, the Employee shall not, whether directly or indirectly, during or after the duration of his employment, in his personal capacity or otherwise, write or publish (or cause to be written or published) any written work which is based (wholly or partly) or in any form make any public statement, comment on any matter relating to the Intellectual Property and the Information and Inventions pertaining to the Company. The Employee acknowledges and agrees that the Company would be irreparably damaged by a breach of this Article and that, in such event, the Company shall be entitled to, in addition to any and all other remedies, injunctive relief and specific performance. No failure or delay by the Company in exercising any right, power or privilege under this Article shall operate as a waiver thereof or preclude any other further exercise thereof or the exercise of any other right, power or privilege under this Article. Rights and obligations under this Article shall continue in force after the termination of any Employee's employment with the Company whether by virtue of the Employee's retirement or the Employee ceases to be in the employment of the Company for whatever reason in respect of Information and Inventions made during the employment and shall be binding upon the Employee and on his legal representatives and estates and assigns respectively.

11.2 Confidential Information The Employee undertakes to exercise due care and diligence in the discharge of his duties without causing detriment to the interests of the Company and shall not (except as authorised in writing or in the proper course of his duties) disclose to any person or otherwise make use of and shall use his best endeavours to prevent the publication or disclosure of any Confidential Information concerning or relating to the Company and its Customers, Suppliers, agents and distributors.

The Employee shall keep with complete secrecy all Confidential Information entrusted in him, and shall not use or attempt to use any such information in any


manner which may or is likely to injure or cause loss, either directly or indirectly, to the Company. The restriction above shall continue to apply after the termination or cessation of the Employee's employment or contract with the Company without limit in point of time, but shall cease to apply to any information or knowledge which has come into public domain otherwise than as a result of a breach of this Article. In the event the Employee is legally required to disclose any confidential information, he shall immediately notify the Company in writing and shall obtain the written authorisation of the Company in writing prior to any such disclosure. The Employee acknowledges and agrees that the Company would be irreparably damaged by any breach of the provision of this Article and that, TM shall be entitled to injunctive relief and specific performance in addition to all other remedies available in law. The rights and obligations contained herein shall survive the termination or cessation of the Employee's employment or contract with the Company and shall be binding on the Employee's personal representatives, heirs, successors in title and permitted assigns.

11.3 Trading on Insider Information Each Board of Directors, Management, Employees and other representatives of the Company are not allowed to trade in securities based on price sensitive information that is in their possession or has come to their knowledge in the course of their employment with the Company. Price sensitive information are information which once made available publicly, would likely affect the price or value of the shares of the Company (“Price Sensitive Information”). The insider or „tippee‟ is a person who, while in possession of the Price Sensitive Information, discloses or distributes such Information to other persons who are not authorized to have it. The latter who then discloses or distributes the Price Sensitive Information to others, is also a „tippee‟, as is the first person. As an illustration, an Employee, who possesses the Price Sensitive Information shares or communicate the said Information, to his or her spouse, who then informs the neighbour and later the said Information flows to the neighbour‟s relatives. All these persons in the chain of transmission are deemed as “insiders” or “tippees” and are subject to the law. It is against the laws of many countries to trade or to „tip‟ others who might make an investment decision based on insider information. In the context of Malaysian law, insider trading is considered as prohibited conduct under Part V, Subdivision 2 of the Capital Market and Services Act 2007 (CMSA 2007) and punishable under Section 188 (4) of the CMSA 2007.


11.4 Accuracy of Company Records We require honest and accurate recording and reporting of information in order to make responsible business decisions. This includes data such as quality, safety, and personnel records, as well as all financial records. All financial books, records and accounts must accurately reflect transactions and events, and conform both to required approved accounting standards and to TM's system of internal controls. In the context of Malaysian law, Section 2 of the Financial Reporting Act 1997 (Act 558) states "approved accounting standards means accounting standards which are issued or approved by the Malaysian Accounting Standards Board (MASB) under subsection 7(1)". No false or artificial entries may be made. When a payment is made, it can only be used for the purpose spelled out in the supporting document.

11.5 Recording and Retaining Business Communications

All business records and communications should be clear, truthful and accurate. Business records and communications often become public through litigation, government investigations and the media. We will avoid exaggeration, colorful language, guesswork, legal conclusions, and derogatory remarks or characterizations of people and companies. This applies to communications of all kinds, including e-mails and "informal" notes or memos. Records should always be retained and destroyed according to TM's record retention policies.

11.6 Sharing Best Practices

TM allows and encourages sharing of best practices document, information and knowledge with another company or organization provided that the information and knowledge shared are not regarded as proprietary information and not detrimental to or adversely affecting the Company's business and competitive advantage.


12. CONFLICT OF INTERESTS

We operate and make business decisions based on the best interests of the Company. The Company expects all Directors and Employees to be free from actual or potential conflicts of interest.

12.1 General Considerations

Business decisions and actions must be made based on the best interests of the Company. Such decision and action must not be motivated by personal interest, considerations or relationships. Relationships with prospective or existing Suppliers, contractors, Customers, competitors or regulators must not affect our independent and sound judgment on behalf of the Company. Conflict of interest will arise where a Director or an Employee's ability to perform his duties effectively and impartially is potentially impaired by an outside appointment, relationship or activity. Directors or Employees should not take improper advantage of their positions as Directors or Employees of the Company or of information obtained in the course of their employment. Similarly, Directors or Employees should not by concentrating unduly on outside activity and lessen their contribution to their work in the Company. Directors or Employees can take this Code into account when forming their own judgment about any outside role, relationship or activity concerning them. Directors or Employees are expected to exercise basic common sense in avoiding any conflict of interest. They are expected to act in a manner consistent by giving their full-time services to the Company and to avoid situations that might give rise to questions as to whether they have acted in the best interests of the Company. On occasions, however, the question of whether or not conflict of interest exists may be less clear and open to interpretation. Whenever such a case arises, the Employees concerned should consult his respective superior or the Legal Division and in the case of Directors to the Chairman of the Board. The following should, therefore, be treated as being general guidelines that all Directors and Employees should comply with.

12.2 Outside Business Appointments, Directorships/Undertakings

Employees may not work for or receive payments for services from any competitor, Customers, distributors or Suppliers without the approval of the Management. Any outside activity must be strictly separated from the employment of the Company and should not harm job performance of the Employees.Employees must ensure that the skills learnt and used at the Company are not used in such a way that could adversely affect the business of the Company.

The general rule is that Employees may not accept employment in or undertake work for any other company, firm or organisation. Any outside business appointment or undertaking whether full time or part time (other than with the Group of Companies), whether as employee, executive or non-executive director, active or silent partner, adviser, agent, manager or consultant, whether on a paid or gratuitous basis may only be undertaken in exceptional cases and only with the written permission of the Chief Human Capital Officer, Group Human Capital Management.


However, helping the community by serving on boards of non-profit or community organizations is encouraged, and does not require prior approval so long as the activities are not to the disadvantage of the Company and should not adversely affect the Employees‟ job performance at the Company. Employees must obtain prior approval when accepting any board positions in a non-profit organization, if such organization has any relationship with the Company (not limited to business dealings) or might expect financial or other support from the Company. Employees are not allowed to accept outside directorships or become partners in entities, which are either listed on the Company's list of authorized contractors or their sub-contractors of any tier that have any form of business dealings with the Company directly or indirectly. Employees are allowed to receive honorariums for lectures/speeches delivered or expert advice rendered in their capacity as experts in certain fields or as the Employee of the Company. All invitations for the services of Employees must be approved by the respective line managers. Honorarium received must be declared to the approving line manager. Group Human Capital Management shall have the discretion to seek clarification on the amount of honorariums received, if deemed necessary.

12.3 Ownership of Equity in Entities Having a Business Relationship with TM

Employees are not allowed, either directly or indirectly, e.g., through their Family as proxy, holding shares or other forms of beneficial interest in:

(a) Privately owned entities which derive the major part of their income from

contractual or other business arrangements with the Company; (b) Privately owned entities which are listed in the Company's list of authorized

contractors or their sub-contractors of any tier, even if the entities concerned do not derive most of their income directly or indirectly from contractual or other business arrangements with the Company.

(c) Privately owned entities supplying materials, equipments, property and/or

services to the Company whether directly or indirectly. As can be seen, the above ruling does not apply to shares held by Employees in publicly quoted companies, which have a business relationship with the Company, either directly or through a subsidiary. However, in this case, if there is any possibility that such a holding could cause conflict with his/her duty as an Employee, the Employee concerned should bring the matter to the immediate attention of the Chief Human Capital Officer, Group Human Capital Management in writing.


12.4 Family or Close Personal Friendship Interest

Employees whose family or close personal friends have interests (whether in the form of directorships, partnerships, shareholdings, consultancies, advisories or through agencies) in entities, whether or not on the said entities are in the Company's list of authorized contractors or their sub-contractors of any tier which have any form of business dealings with the Company whether directly or indirectly, and who are involved in any decisions regarding the dealings (whether directly or indirectly) with such entities in the course of their duties with the Company, should declare to the Chief Human Capital Officer, Group Human Capital Management in writing of such interests prior to entering into any such decisions/dealings.

Employees must also disclose to the Company if any of their Family members works or provides any kind of services whether direct or indirect to any competitors, Suppliers, contractors or consultants. Employees shall avoid or abstain from participating or making decision involving such deals.

12.5 Contractual Dealings with Employees

The Company shall not purchase or lease property, equipment or materials from or enters into contractual arrangements (other than employment contracts) with its Employees, except in exceptional circumstances and authorized in writing by the Chief Human Capital Officer, Group Human Capital Management.

As a further exception, the Company has no objection to renting houses or buildings owned by Employees or their Family provided such interest has been declared to the Chief Human Capital Officer, Group Human Capital Management.

12.6 Proprietary Information Employees must not disclose proprietary information to any person both within and

outside of the Company unless authorized to do so or to third parties for example independent consultants, external auditors and solicitors, who are bound by secrecy obligations or a professional code of ethics prohibiting disclosure of such proprietary information. This includes, as prohibited, any disclosure of proprietary information to family and friends.

It is the Employee's responsibility to know what information is confidential and to obtain clarification when in doubt. This obligation continues even after leaving the Company.

The use of the Company information for personal gain is strictly prohibited. In particular, Directors and Employees should not trade Company information or conduct "information brokering" with unauthorized parties.

Where proprietary information is entrusted to persons outside of the Company, efforts must be made to ensure the continuing protection and confidentiality of that information. Within the Company, proprietary information should be disclosed only on a "need-to-know" basis.


Directors and Employees must not use proprietary information for unauthorized purposes. They must also take reasonable care to protect proprietary information against loss, theft, unauthorized access, alteration, or misuse. Prior departing from the employment of the Company, Directors or Employees who have had access to the Company proprietary information will be reminded of their continuing responsibility to protect it and maintain its confidentiality. The Company expects that joining it from other companies will not disclose the proprietary information of those companies. Any information that is lawfully within the public domain can be exchanged or disclosed by Employees to the competitors in the course of carrying out their duties. However, any other information that is commercially sensitive, for example any pricing-related data such as margin and supply costs (whether current or historical) that may enable the competitor to reasonably deduce our business strategy and future pricing intentions must not be disclosed or exchanged.

12.7 Investments

All Employees may not allow their investments to influence, or appear to influence, their independent judgment on behalf of the Company. This could happen in many ways, but it is most likely to create the appearance of a conflict of interest if the Employee has an investment in a competitor, supplier, customer, or distributor and his decisions may have a business impact on this outside party. If there is any doubt about how an investment might be perceived, it should be disclosed to his superior. We are also prohibited from directly or indirectly buying, or otherwise acquiring rights to any property or materials, when we know that the Company may be interested in pursuing such an opportunity and the information is not public.

12.8 Gifts

(i) Gifts to Directors and Employees

All Directors and Employees are not allowed to accept kickbacks, lavish gifts or gratuities. Directors and Employees can only accept items of nominal value, such as small promotional items bearing another company's name and such Directors and Employees must not accept anything that might make it appear that judgement for the Company would be compromised.

In some rare situations, it would be impractical or harmful to refuse or return a gift. When this happens, disclose and refer the situation to the Management or the Board.

The giving of gifts or the provision of gratuitous services by the Company's contractors or their sub-contractors of any tier, Suppliers, bankers, dealers or Customers to the Directors and Employees are not encouraged as this could place such Directors and Employees in a position whereby their independent business judgment may be prejudiced.


However, it recognizes that during certain festive seasons it is the custom for contractors, etc. to give consumable gifts, e.g. hampers, to the Directors or Employees and that there are also a variety of small gifts and souvenirs such as calendars, diaries, desk diaries, which have little or no monetary value, and which are traditionally given to Directors and Employees by such parties at certain times of the year. In recognition of the foregoing, the Company's policy is as follows:

(a) In no circumstance, should any Director or Employee accept any gift

of a substantial value of more than RM200 or of a cash nature or the offer of gratuitous services from the Company's contractors or their sub-contractors of any tier, Suppliers, banker, dealers or Customers, whether actual or potential and whether they be offered/made directly or indirectly or whether they be made to the Employee or to his/her Family.

(b) All gifts exceeding the value of RM 200 of whatever nature received

by any Director or Employee or his Family, either directly or indirectly, from the Company's contractors or their sub-contractors of any tier, Suppliers, bankers, dealers or Customers, whether actual or potential, other than 'souvenir' items such as calendars, diaries, desk diaries which have little or no monetary value, must, in receipt, be reported in writing by the recipients to his immediate superior.

(c) In each case, the Director or Employee must consult with the

immediate superior or in the case of a Director to the Chairman of the Board for advice on whether or not the gift may be retained. The general principle guiding this decision will be that only gifts of a festive seasonal nature, which is consumable or a 'souvenir' item and of a low monetary value (less than RM200), will be allowed to be retained, all other gifts will have to be returned forthwith.

(d) In no case should any Director or Employee or his family members

solicit gifts or gratuitous services from such parties or use the Company‟s name for personal gain.

(e) Any Director or Employee is prohibited from soliciting or accepting

any forms of gift, inducement or rewards (whether cash or in kind) regardless of the value from any Business Partners, Suppliers, contractors, vendors, agents, consultants or solicitors, which includes but not limited to vouchers, materials, hampers, air tickets, gift certificates for purpose of any activities, recreational or otherwise.

The onus to report gifts received rests entirely upon the Director or Employee involved. Whereas the Company will, from time to time, remind Employees of this obligation by circulars and will also advise the contractors and Suppliers of the Company in relation to the policies in this regard. The issuance of the periodic reminder will, in no way, relieve the duty of the Employees to comply with the above obligations. If the Director or Employee is in doubt as to whether a "souvenir" item exceeds the criteria laid down above, it is recommended that the item be reported.


(ii) Gifts given by the Company

Some business situations may call for giving gifts. Any form of gift to be given by the Company must be legal, reasonable, and approved by Management and/or the Board of Directors.

All Directors and Employees must never offer bribes. We understand that gift-giving practices vary among cultures. Our local gift policies and guidelines address this. We will not provide any gift if prohibited by the law or the policy of the recipient's organization. For example, the directors and employees of many government organizations around the world are prohibited from accepting gifts.

12.9 Entertainments

It is not unusual, in the course of business, for employees and their spouses to be entertained by contractors, dealers, Suppliers or Customers. If such entertainment becomes a regular feature or when it exceeds a reasonable scale, Employees are advised to report this to their superior immediately. An occasional dinner is acceptable but lavish entertainment or a paid holiday is not. We consider "entertainment" to include a representative of both parties at the event. (i) Entertainment to Employees

We may accept entertainment that is reasonable in the context of the business and that advances the Company's interests. For example, accompanying business associate to a local cultural or sporting event, or to a business meal, would in most cases be acceptable.

Entertainment that is lavish or frequent may appear to influence one's independent judgment on behalf of TM. If an invitation seems inappropriate, we must turn down the offer or pay the true value of the entertainment ourselves. Accepting entertainment that may appear inappropriate should be discussed with immediate superior, in advance if possible.

(ii) Entertainment by the Company

We may provide entertainment that is reasonable in the context of the business. If we have a concern about whether providing entertainment is appropriate, we will discuss it with Management in advance. Entertaining government officials may be prohibited by laws in some countries, hence consultation and approval from immediate superior in each instance is required.


12.10 Travel (i) Acceptance of Travel Expenses

Employees may accept transportation and lodging provided by Business Partner or other third party, if the trip is for and executed between the Company and such Business Partner or third party and is approved in advance by their immediate superior.

(ii) Providing Travel

Unless prohibited by law or the policy of the recipient's organization, the Company may pay any transportation and lodging expenses incurred by the Customers, agents or Suppliers in connection with visit to the Company‟s facility or product installation. The visit must be for a legitimate business purpose, for example, on-site examination of equipment, contract negotiations, or training. Traveling by any government officials that is sponsored or paid for by the Company must be approved in advance by the Management..

12.11 Public Services, Recreational, Sporting and Community Activities

The Company encourages participation by the Employee of any outside working hours of unpaid voluntary public service, recreational, sporting and other community activities of such nature. In the event the activities fall too heavily on certain individuals and the effectiveness of their work for the Company may, thereby, be diminished. The general rule is that Employees invited to serve on local bodies, or as appointed or elected officials must be able to combine their outside activities with full-time Company employment. Such Employees must be able to discharge their dual responsibilities satisfactorily both in respect of the time taken up by the outside activity and the compatible nature of the duties involved.

Employees wishing to serve on statutory or public bodies must obtain the Chief Human Capital Officer, Group Human Capital Management written permission.

Employees who consider it sufficiently important for them to take time off during working hours to undertake some outside activity or duty must obtain permission from their immediate superior beforehand.

12.12 Disclosures and Declarations

All Management and Employees are required to declare their assets and interest including their Family business(s) annually to the Chief Human Capital Officer, Group Human Capital Management by using the DOA form through the DOA system. Similarly, the Management and Employees must make the written disclosure to the respective head of department as mentioned in the paragraph regarding Gifts.

Chief Human Capital Officer, Group Human Capital Management or his authorized representative shall coordinate, compile and ensure the safekeeping and the confidentiality of the DOA form.


13. WHISTLE-BLOWING POLICY

The Board of Directors and Management of the Company are committed to internal whistle-blowing program by introducing a safe and acceptable platform for Employees to channel concern about illegal, unethical, improper business conduct affecting the Company and about business improvement opportunities. The internal whistle-blowing program allows Management to take appropriate preventive and corrective actions inside the Company without the negative effects that come with public disclosure, such as loss of Company image and reputation, financial distress, loss of investor confidence or drop in value of share prices. Through this program, Employees are encouraged to discreetly and anonymously disclose concerns about illegal, unethical or improper business conduct within the Company. In this manner, the Employees can help the Company to monitor and keep track of such illegal, unethical or improper business conduct within the Company which otherwise may not be easily detected through normal process or transaction. The aim of the policy is for Employees to raise the matters in an independent and unbiased manner. Employees are not required to prove the cases but rather to provide sufficient information for management to take appropriate steps. The Board of Directors and Management give their assurance that Employees will not be at risks to any form of victimization, retribution or retaliation from their superiors or from any of his management. Protection is also provided for under the law such as the Evidence Act, 1950, Malaysian Anti-Corruption Commission Act 2009, Companies Act 1965 and the Whistleblowers Protection Act 2010. However, Employees must act in good faith in their reporting. This assurance does not however extend to those who are found to have raised the matter under false or malicious intention. Any attempt to retaliate, victimize or intimidate against anyone (whistle-blower) making report in good faith is a serious violation of the Code of Business Ethics and shall be dealt with serious disciplinary actions and procedures. TM‟s whistle-blowing program is managed by an independent committee appointed by the Board of Directors of TM, which specializes in providing the Employees with a safe and confidential channel to report illegal, unethical or improper business conduct. All concerns received will be duly investigated and deliberated by the independent committee to establish prima facie before taking any appropriate action. If Employee has concern about illegal or unethical conducts in the workplace, and feel uncomfortable discussing the problems through normal channels, they are strongly urge to use TM‟s “Ethics Lines” telephone or fax number or “Ethics” email services with identity only known to specific persons. These services are not a substitute for speaking directly to Management, but as an option for informer who wants to remain anonymous.

Not withstanding the above and as provided by the law, Employees may report illegal or unethical practices directly to the statutory bodies such as the Malaysian Anti-Corruption Commission, the Securities Commission, the Polis DiRaja Malaysia or other similar government agencies in other countries where the business is located.


All Employees should be alert and sensitive to situations that could result in actions by themselves, or others, which might violate the Code. If an Employee is uncertain about what is proper conduct in a particular situation or wishes to raise any matter arising in connection with the activities of the Company or behaviour of any Employee which knowingly or unknowingly may have violated this Code, it is the Employee‟s obligation to make at least one of the following contacts:

1. Consult with your immediate superior who may, at his or her discretion,

address the situation personally or in consultation with other appropriate personnel such as from the Legal Division, Group Human Capital Management and Group Internal Audit.

2. If you are concerned that a breach of law or violation of this Code has

occurred or, if you wish to raise a matter in confidence, or even on a “no name” basis, you may consult directly with an authorized member of the Legal Division, Group Human Capital Management or Group Internal Audit or the “Ethics Lines”. The Company will not disclose your identity without your permission unless the disclosure is required under the law.

It is TM‟s wishes to create an ethical environment across the Group of Companies from which we can all benefit. The Company undertakes that if any concerns are raised, arising from this Policy, every reasonable effort will be made to maintain the confidentially of the person who raise the issue or concern.


14. INTERNAL NOTIFICATION PROCEDURES

It is the duty of every Employee to report any breaches or suspected breaches of any behavioural or business conducts and ethics commitments of which he/she is aware of or has knowledge – whether these relate to the Employee, direct reports or others to the following channels: Ethics Lines

Tel: 1-800-88-2377 Fax: 03-7957 2377 Email: [email protected]

Chief Human Capital Officer Tel: 03-2240 1240 Fax: 03-7956 1877

Chief Internal Auditor Tel: 03-2240 1991 Fax: 03-7955 6235

Chief Legal, Compliance & Company Secretary Tel: 03-224 06782 Fax: 03-224 06791

mailto:[email protected]


15. PROCESS

No Process Sub-process Line Manager

Line Support

Human Resources

1.0 Communicate the objectives

Ensure that Employees have a copy of the Code

R,A

Employees must sign a Certification of Compliance to the Code of

Business certifying their understanding and compliance to the Code within one (1) month from the

date of their employment or whenever required by the Company

R,A

Ensure that the Employees are conversant with the principles of

the Code

R,A

Abide by the standards embodied in the Code

R,A R,A R,A

Report any violation of the Code R,A R,A R,A

2.0 Declaration of Assets

and Interest

Newly recruited Employees to fill-in and sign Declaration of Assets and Interest Form within within one

(1) month from the date of their employment;

R,A

Existing Employees to upload and complete the

DOA form annually and/or to update any changes

R,A

3.0 Gift Maintain Gift Register R,A

Employee to declare any gifts that R,A R,A R,A

was offered / declined

Note: R Responsible A Accountable


16. CERTIFICATION OF COMPLIANCE TO TELEKOM MALAYSIA’S CODE OF BUSINESS ETHICS

I hereby certify that I have read and understood TM's Code of Business Ethics (the "Code") and I understand that the Code applies to all Directors, Employees of the Company and other Representatives including agents, consultants, contractors and Suppliers. I agree that any business decisions and actions that I am dealing with, shall be based on the best interest of TM and its Group of Companies and shall not be motivated by personal interest, considerations or relationships. My relationships with prospective or existing Suppliers, contractors, Customers, Competitors or regulators shall not affect our independent and sound judgment on behalf of the Company. I also certify that neither I or my Family (based on the relevant facts and information, which is to the best of my knowledge) have shares, conducts business, has other direct or indirect financial interest or liability or serves as an officer, director, committee member or employee of any business entity that will have potential interference or affect any of my business decisions and area of responsibilities. I further certify that I do not know of any other matters, including Family or personal relationship, as defined by Article 122A (2) of the Companies Act 1965 (Act 125) which might give rise to an apparent or possible conflict of interest involving my present employment. I also certify that I do not perform any outside employment or activity that conflict with my official duties. I am also aware of the prohibitions regarding gift acceptance from any business entity with whom I am dealing with, and I certify that I have not violated these prohibitions. I hereby agree that I will fully comply with all provisions of the Code and understand my responsibility to immediately report any known or possible conflict of interest situations or suspected violations of the Code to my immediate supervisor, senior management or the appropriate personnel of the Company which include Group Legal Compliance & Company Secretarial Division, Group Human Capital Management and Group Internal Audit. I also certify my understanding that any failure by me to comply with this Code may result in disciplinary action taken against me, including but not limited to withholding of bonuses, increments and merits award, denial of promotion, and termination of my employment. I CERTIFY THAT THIS STATEMENT IS TRUE AND CORRECT TO THE BEST OF MY KNOWLEDGE AND BELIEF. Signature: ___________________________________________ Name: ______________________________________________ Staff No:_____________________________________________ Designation: __________________________________________ Date:________________________________________________

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