NOTICE IS HEREBY GIVEN THAT pursuant to the Memorandum and Articles of Association of the Company, 591,867,978 5-Year 5% Irredeemable Convertible Preference Shares of RM0.10 each (“ICPS”) issued by TALAM will mature at 5.00 p.m. on Friday, 2 January 2009.

As at 18 November 2008, a total of 447,905,232 ICPS have been converted into new ordinary shares of RM1.00 each (“Shares”) and the number of shares outstanding for the ICPS is 143,962,746.

On the Expiry Date, the remaining outstanding ICPS shall be automatically converted into fully paid new Shares of the Company at the Conversion Price of RM1.00 by tendering and surrendering the ICPS with an aggregate par value equivalent to the Conversion Price and no cash monies shall be payable for the ICPS conversion. The Conversion Price is subject to adjustment under certain circumstances in accordance with the Memorandum and Articles of Association of the Company. Any fraction of a new ordinary share of the Company resulting from the conversion of the ICPS shall be disregarded and the Company shall not be required to pay the value of such fraction to the holder of the ICPS or cause the securities account of the holder of the ICPS held at the Central Depository to be credited for the fraction.

The ICPS Holder who has not converted all or any part of his ICPS into fully paid new Shares of the Company at any time during the Conversion Period shall have his ICPS automatically converted into fully paid new Shares on the Expiry Date, in accordance with the Conversion Price.

The new Shares arising from the conversion of the ICPS which have been deposited into the CDS account with the Bursa Depository shall be credited directly into the CDS account of the ICPS Holders of the ICPS and a notice of allotment stating the number of the new Shares credited into the CDS account will be issued to the ICPS Holders. No physical share certificate will be issued to the ICPS Holders. Upon the conversion into new Shares, the ICPS will be cancelled and cease to exist.

The Company shall within 8 market days from the Expiry Date or within such period as may be prescribed by Bursa Securities:

(a) allot and/or issue the new Shares arising from the conversion of the ICPS;
(b) despatch a notice of allotment to the ICPS Holders; and
(c) make an application for the quotation of such new Shares.

The ICPS are convertible into new Shares by tendering and surrendering the ICPS with an aggregate par value equivalent to the Conversion Price of RM1.00 and no cash monies shall be payable for the ICPS conversion.

The Conversion Price is subject to adjustment under certain circumstances in accordance with the Memorandum and Articles of Association of the Company. Any fraction of a new ordinary share of the Company resulting from the conversion of the ICPS shall be disregarded and the Company shall not be required to pay the value of such fraction to the holder of the ICPS or cause the securities account of the holder of the ICPS held at the Central Depository to be credited for the fraction.

1. If you are an ICPS Holder and wish to exercise your conversion right, you should:

(i) Complete and sign the enclosed conversion form

Additional copies of the conversion form can be obtained from Talam’s Registar, Securities Services (Holdings) Sdn Bhd, Level 7, Menara Milenium, Jalan Damanlela, Pusat Bandar Damansara, Damansara Heights, 50490 Kuala Lumpur.

(ii) Deliver to Talam’s Registrar the following documents:
(a) Duly completed conversion form;

(b) Photocopy of identity card/passport/certificate of incorporation (whichever is applicable); and

(c) Remittance of a processing fee of RM10.00 for each conversion form via cash, cheque, banker’s draft, cashier’s order, money order or a postal order, payable to “Securities Services (Holdings) Sdn Bhd” and crossed “A/C Payee Only”.

(a) allot and issue the new Talam Shares arising from the conversion of Talam’s ICPS;
(b) despatch the notices of allotment to the ICPS Holders; and

3. The new Talam Shares which arise upon conversion of the ICPS shall, upon allotment and issue, rank pari passu in all respects with the ordinary shares of the Company then in issue, except that the holders thereof shall not be entitled to any dividends, rights, allotments and/or other distributions the entitlement date of which precedes the date of allotment of the new ordinary shares of the Company.

In accordance to Article 9B(1)(b) of the Memorandum and Articles of Association of the Company, dividends (including any arrears thereof accruing from previous years) are payable subject always to the availability of distributable profits of the Company after taking into account the provision for any reserves (“Available Profits”).

Articles 9B(1)(b) states the following:

“The dividends (including any arrears thereof accruing from previous years) payable to the holders of the ICPS shall be payable in arrears on each anniversary date of the ICPS Issue Date without the need or requirement for the Company or the Directors to declare dividends as payable but subject always to the availability of distributable profits of the Company after taking into account the provision for any reserves (“Available Profits”). ............”

As at 31 October 2008, the Company’s distributable reserves showed accumulated losses of RM458.8 million.

As there is no Available Profits in the Company, the Company will not be paying any dividend for the period from 2 January 2008 to 1 January 2009 to the ICPS Holders.

The last trading date and time of the ICPS will be on Friday, 12 December 2008 at 5.00 p.m.. The trading of the ICPS will be suspended with effect from 9.00 a.m. on Monday, 15 December 2008, until the Expiry Date.

Registered holders of the deposited ICPS should take note of the following provisions of Bursa Depository which will apply to the ICPS:

(a) Bursa Depository will not be accepting any request for the transfer of ICPS for the period commencing 4.00 p.m. on Tuesday, 23 December 2008 to the Expiry Date.
(b) A Depositor shall qualify for entitlement of the Conversion Rights in respect of the following:

(i) ICPS transferred into depositor’s securities account before 4.00 p.m. on 23 December 2008 in respect of transfers; and

(ii) ICPS bought on Bursa Securities on or before 12 December 2008 at 5.00 p.m., being the last day of trading of the ICPS and according to the Rules of the Bursa Securities.

(c) All deposited ICPS remaining in the Depositor’ securities account as at 2 January 2009 will be debited from the respective Depositors’securities account on 5 January 2009 and the ICPS shall be forthwith cancelled.

This Notice has been seen and approved by the Directors of the Company and they collectively and individually accept full responsibility for the accuracy of the information given in this Notice and confirm that after making all reasonable enquiries, and to the best of their knowledge and belief, there are no other facts, the omission of which would make any statement in this Notice misleading.