STEALTH SOLUTIONS’ REFERENCE ACCESS OFFER

REFERENCE ACCESS OFFER (RAO)

Issued pursuant to the Malaysian Communications and Multimedia Commission Determination

on Access List, (Determination No. 2 of 2015) and the Malaysian Communications and
Multimedia Commission Determination on Mandatory Standard On Access, (Determination No.
3 of 2016).

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TABLE OF CONTENTS

STEALTH SOLUTIONS SDN BHD’S REFERENCE ACCESS OFFER (RAO)

MAIN BODY

Chapter 1 Introduction, Background and Scope

Chapter 2 Definition and Interpretation
Chapter 3 Principles of Access
Chapter 4 Access Request Procedures
Chapter 5 Provision of Information
Chapter 6 Billing and Settlement
Chapter 7 Termination

SCHEDULE A SERVICE DESCRIPTION

Part I Infrastructure Sharing

SCHEDULE B CHARGES
Part I Access Seekers Planning

SCHEDULE C TECHNICAL AND OPERATIONAL MATTERS

Part I Operations and Maintenance

Part II Charging Principle

ANNEXURE 1 CONFIDENTIALITY AGREEMENT

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(With effect from 1st Jan 2017)

Reference Access Offer

CHAPTER 1 – INTRODUCTION, BACKGROUND AND SCOPE

1.1 Introduction

1.1.1 This Access Reference is made by Stealth Solutions Sdn Bhd (Company No: 653711-
W), a Company incorporated under the Laws of Malaysia and having its registered
office at Unit B-5-21, Pusat Perdagangan Pelangi Square, Persiaran Surian, 47800,
Selangor pursuant to Section 5.1.1 of the Mandatory Standard on Access (MSA).

1.1.2 This Access Reference Document is hereby referred to as Stealth Solutions’ RAO

1.2 Background

1.2.1 Following the issuance of the Malaysian Communications and Multimedia

Commission Determination on Access List, Determination No. 2 of 2015 and the
Malaysian Communications and Multimedia Commission Determination on
Mandatory Standard On Access, Determination No. 3 of 2016

1.2.2 MSA Determination Obligations

a) The MSA Determination deals with access to network Facilities Services included
in the Access List and sets out the obligations that apply to Access Seekers
concerning various access issues which include:
(i) Disclosure obligations;
(ii) Negotiation obligations;
(iii) Content obligations;
(iv) Service Specific Obligations.
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b) Disclosure obligations are as set out in Section 5.3 of the MSA Determination
c) Negotiation obligations are as set out in Section 5.4of the MSA Determination
d) Content obligations are as set out in Section 5.5 of the MSA Determination

1.3 Scope of Stealth Solutions’ RAO

1.3.1 Stealth Solutions is a licensed individual network facilities services provider under
the Act. Pursuant to the licence, Stealth Solutions may offer network facilities,
services within Malaysia.

1.3.2 Pursuant to Section 5.3.2 of the MSA Determination, Stealth Solutions is obliged to
prepare and maintain an Reference Access Offer in relation to network facilities on
the Access List which Stealth Solutions provides to itself or third parties.

1.3.3 Stealth Solutions’ RAO:

a) Contains all the terms and conditions which are consistent with the rights and
obligations set out in the MSA Determination; and
b) Does not include terms and conditions which are inconsistent with the rights and
obligations set out in the MSA Determination.

1.3.4 Where relevant, the rights and obligations set out in the MSA Determination shall be
applicable to Stealth Solutions’ RAO

1.3.5 Stealth Solutions consider Stealth Solutions’ RAO to be consistent with:

a) The standard access obligations stipulated under Section 5.3.3 of the MSA
Determination and Section 149 of the Act; and

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b) The principals of the non-discrimination stipulated under section 4.1.5 and 4.1.6
of the MSA Determination.

1.3.6 This Stealth Solutions’ RAO shall be deemed to be an offer to enter into a legally
binding agreement. Pursuant to Section 2.2.2 MSA Determination, Stealth Solutions’
RAO shall be capable of being signed as an Access Agreement or further negotiated
by the Stealth Solutions and Access Seeker.
1.3.7 Stealth Solutions’ RAO has no effect on contractual agreements for the supply of
facilities by Stealth Solutions to an Access Seeker prior to the Commencement Date
unless and until such contractual agreement is subsequently agreed and/or
renegotiated between the Access Seekers.
1.3.8 Stealth Solutions’s RAO includes all the terms and conditions that Stealth Solutions
will require in an Access Agreement, including all the services provided by Stealth
Solutions pursuant to the Access List.
1.3.9 Stealth Solutions shall not refuse to enter into an Access Agreement with any Access
Seeker on the terms of Stealth Solutions’s RAO.
1.3.10 Subject to Section 4.6.1 of this RAO, Stealth Solutions shall be entitled to refuse to
enter into an Access Agreement if :
(a) the Access Seeker is deemed not to be agreeable with Stealth Solutions’ RAO; or
(b) make unreasonable request or terms pursuant to Section 4.1.2, 4.1.3 and 4.1.4
of the MSA.

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1.4 Amendments to Stealth Solutions’ RAO

1.4.1 Stealth Solutions shall within twenty (20) Business Days of making any amendment
to the Stealth Solutions’ RAO, provide a copy of the amendments, or an amended
copy of Stealth Solutions’ RAOto:

a) the Access Seeker who is being provided with access to network facilities listed
on the Access List under Stealth Solutions’ RAO; and
b) The Access Seeker who has requested Stealth Solutions’ RAOwithin the period of
3 months prior to the making of such amendments, unless the Access Seeker has
already indicated that it does not wish to proceed with an Access Request.

For clarification :

i. nothing in subsection 1.4.1 of this Stealth Solutions’s RAO prevents an Access

Seeker from initiating a dispute in relation to an amendment to a RAO made by
an Access Provider under this subsection;
ii. where the terms and conditions of an Access Agreement are not identical to
those in the existing RAO, an amendment to the RAO will not alter the terms of
that Access Agreement except as agreed between and Access Seeker; and
iii. without prejudice to an Access Seeker's right to dispute a change to a RAC),
where the terms and conditions Of an Access Agreement are identical to those in
the existing RAO, an amendment to the RAO wid be deemed to alter the relevant
terms and conditions of that Access Agreement. However, if the Access Seeker
disputes the change to the existing RAO, no amendments to the Access

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Agreement will be deemed to occur unless and until such dispute is resolved in
favour of Stealth Solutions.

1.5 Notice of Withdrawal, Replacement and Variation of Stealth Solutions’ RAO

1.5.1 If the Commission revokes, varies or replaces the Access List Determination relating
to the network facilities in accordance to the Access List under Section 56 of the Act,
Stealth Solutions may, by giving written notice to all Access Seekers to whom it is
supplying network facilities under Stealth Solutions’ RAO, withdraw or replace
Stealth Solutions’ RAO with effect from a date no earlier than the effective date of
the Commission’s revocation, variation or replacement.

1.5.2 Stealth Solutions shall comply with Section 6.4.2 and 6.4.3 of the MSA
Determination where it is given written notice pursuant to Section 1.5.1 above.

1.5.3 In addition to Section 1.5.2 above, Stealth Solutions may give the Access Seekers to
whom it is supplying network facilities services under Stealth Solutions’ RAOto effect
such variations that are necessary or appropriate in the event of:

a) the occurrence of a Legislative Event that materially affects the rights or

obligations of Stealth Solutions under Stealth Solutions’ RAO; or
b) the occurrence of a Regulatory Event that relates too Stealth Solutions; or
c) a review by the Commission of the MSA Determination pursuant to Section 6.5
of the MSA Determination.

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1.5.4 Notwithstanding Section 1.5.1, 1.5.2 and 1.5.3 above, Stealth Solutions may subject
to Section 1.4 above, replace Stealth Solutions’ RAOat anytime.

1.6 Availability
1.6.1 Stealth Solutions’ RAOshall be made available to an Access Seeker:
a) on written request, at Stealth Solutions’ principle place of business; and
b) on a publicly accessible website at www.stealthsolutions.com.my.

1.6.2 Prior to the provision of Stealth Solutions’ RAOto the Access Seekers, the Access
Seekers shall be required to enter into a Confidentiality Agreement which shall be
made separately.

CHAPTER 2 – DEFINITION AND INTERPRETATION

2.1 The following words have these meanings in this Stealth solutions’ RAO unless the
contrary intention appears:-

“Act” means the Communications and Multimedia Act 1998

“Access Agreement” means an agreement which is commercially negotiated

between the Access Seekers, whereby Stealth Solutions provides requested Facilities
listed in the Access List Determination to the Access Seeker in accordance with the
terms therein contained and registered with the Commission in accordance with
Section 150 of the Act.
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“Access List” means the list of Facilities determined by the Commission under
Section 146 of the Act.

“Access List Determination” means the Commission Determination on Access List,

Determination No. 1 of 2005; which came into operation on 1st July 2005 read
together with the Variation to Commission Determination on Access List
(Determination No. 1 of 2005), Determination No. 1 of 2009 and Determination No.2
of 2015 which came into force on 1st September 2015.

“Access Request” means a request for access to Facilities on the Access List
Determination made by the Access seeker to Stealth Solutions and containing the
information in Section 4.1.3.

“Access Seeker” means an Access Seeker who;

a) is a network facilities provider, network service provider, application service
provider or content application service provider and who is a licensee as defined
in the Act; and
b) makes a written request for access to the Facilities listed in the Access List
Determination.

“Access Service” in relation to the network facilities means a service as specified in

the Stealth Solutions’ RAO that are provided by Stealth Solutions to the Access
Seeker to an Access Request.

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“Associated tower sites” is the space surrounding the tower where the Access
Seeker may place its cabin or outdoor support equipment including space required
for cable gantry connecting to the tower and generator-set

“Bank Guarantee” means the guarantee executed and to be granted to Stealth

Solutions on behalf of the Access Seeker by a bank approved by Stealth Solutions
pursuant to Section 4.3

“Billing Dispute” means the dispute of an invoice prepared by an Access Seeker to

the Other Access Seeker which is made in good faith.

“Billing Period” means the period over which the supply of access to Facilities or
Service is measured for the purpose of billing as contemplated in Chapter 6, which
shall be no more than thirty one (31) days and in accordance with the relevant
calendar month, unless otherwise agreed between the Access Seekers.

“Business Day” means a day on which banks are open for general banking business
in Kuala Lumpur, Wilayah Persekutuan, other than a Saturday and Sunday or a public
holiday.

“Charges” means the sums payable by the Access Seeker to Stealth Solutions for the
provision of Facilities listed in the Access List Determination.

“Commencement Date” means the date on which the Access Seekers enter into the
Access Agreement or such other dates as agreed between the Access Seekers.

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“Commission” means the Malaysian Communications and Multimedia

Communication Act 1998

“Communication” means any communication, whether between persons and

persons, things and things, or person or things in the form of sound, data text, visual
images, signals or any other form or any combination of those forms and, where the
context permits, includes a Communication Attempt. For the purpose of
clarification, this includes Message Communications.

“Confidentiality Agreement” means a confidential agreement entered into between

the Access Seekers in accordance with Section 5.3.7 of the MSA Determination.

“Creditworthiness Information” means the information required by Stealth

Solutions to assess the creditworthiness of the Access Seeker which is more
particularly described in Section 4.2 of Stealth Solutions’ RAO and such other
information as may be required from time to time.

“Determination” means any lawful determination made by the Commission and/or

the Minister, pursuant to the Act.

“Direction” means any lawful direction made by the Commission pursuant to

Chapter 1 of Part V of the Act.

“Due Date” means, in respect of an invoice, thirty (30) days from the date of receipt
of an invoice.

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“Effective Date” means the date on which the relevant portions of the Access
Agreement requiring registration is duly registered with the Commission under
Section 150 or the Act in its entirety (and such registration is notified in writing to
the Access Seekers).

“Equipment” means any equipment (whether hardware or software), or device

which is part of or within the Network.

“Facilities” means network facilities and/or other facilities which facilitate the
provision of network services or applications services including content application
services.
“Handover Date” means the date on which access to be the Infrastructure as
endorsed by a Certificate of Acceptance hereunder is given to the Access Seeker for
installation of Equipment at that Site. “Handover” shall be construed accordingly

“Infrastructure sharing” shall have the meaning as defined in Part I of Schedule A

“Insurance Information” means the insurance information required by Stealth
Solutions pursuant to Section 4.4

“Invoice” means the invoice for amounts due in respect of the supply of requested
Facilities listed in the Access List Determination during a Billing Period

“Letter of Undertaking” refers to the letter in the form set out in Part II of Schedule
C by the Access Seekers to Stealth Solutions where, upon receipt of such Letter of
Undertaking, Stealth Solutions shall acknowledge and thereafter execute the work
commencement in relation to an infrastructure Project as Facilities.

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“License” means an individual license granted by the Minister pursuant to the Act
for Communication Services

“License Fee” means the monthly fee payable by an Access Seeker according to the
payment structure pursuant to the Master Agreement set out in Schedule B and as
recorded in the relevant Letter of Offer in Part III of Schedule C

“Manuals” means the Technical and Implementation Manual, the Access Seekers
and Maintenance Manual and Other Manuals which the Access Seekers establish
pursuant to the Access Agreement

“Master Agreement” means the main Agreement entered between Stealth

Solutions and the Access Seeker (that has confirmed the demand for utilization of
facilities services once Access Request is established and agreed upon)

“Minimum Value” for the purpose of calculating the Security Sum means the total
estimated value of access to the requested Facilities provided (based on the most
recent amounts invoice for those requested Facilities) or to be provided by Stealth
Solutions to the Access Seeker for a ninety (90) days period.

“Minister” means the Minister of Energy, Communications and Multimedia or, if

different, the Minister administrating the Act

“Other Access Seeker” means either Stealth Solutions; or the Access Seeker, as the
context requires

“Regulatory Event” means:

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(a) the declaration, modification, variation or revocation of the MSA Determination;

(b) the giving of the lawful direction to Stealth Solutions by the Commission relating
Stealth Solutions’ RAO; or
(c) the giving of lawful direction to Stealth Solutions by the Minister relating to
Stealth Solutions’ RAO

“Review” means a review of the MSA Determination pursuant to Section 6.5 of the
MSA Determination

“RM” means Ringgit Malaysia which shall be the monetary currency used by Stealth
Solutions’ RAO unless otherwise provided

“Security Sum” means the security, either in the form of a Bank Guarantee or cash,
deposited with Stealth Solutions for the supply of Facilities listed on the Access List
Determination which is more particularly described in Section 4.3; and which
amount is equivalent to the Minimum Value

“Services” means network services and/or other services which facilitate the
provision of network services or application services

“Standard Access Obligations” has the meaning prescribed in section 149 of the Act

“Stealth Solutions” means Stealth Solutions Sdn Bhd and in Stealth Solutions’ RAO,
is Stealth Solutions unless otherwise stated

2.2 In Stealth Solutions’ RAO except where the contrary intention appears;
a) the singular includes the plural and vice versa; and

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b) a document includes all amendments or supplements to that document, or

replacements or novations of it; and
c) a reference to statute, ordinance, regulations, code or other law and other
instruments under it, shall include any statute, ordinance, regulation, code and
other law consolidating, amending, re-enacting or replacing of any of them
from time to time relating thereto or in connection therewith; and
d) a reference to a person includes a firm, body corporate, unincorporated
association or an authority; and
e) a reference to a person includes the person’s executors, administrators,
successors, substitutes (including, without limitation, persons taking by
novation), and assigns; and
f) if the day on which the payment of money falls due is not a Business Day, the
due date shall be deemed to be the Next Business Day and any reference to
Act that have to be done or to be done by or on before a particular day or
Business Day means by or on before a particular day or Business Day means by
or on before the close of business at 5.00pm on that particular day or Business
Day; and
g) a reference to a related body corporate of an Access Seeker has the same
meaning as in the Companies Act 1965; and
h) a reference to a third person is a reference to a person is a reference to a
person who is not a party to this RAO; and
i) headings are included for convenience and do not affect the interpretation of
Stealth Solutions’ RAO

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CHAPTER 3 – PRINCIPLES OF ACCESS

3.1 Services
3.1.1 Stealth Solutions’ RAO applies only to Facilities listed on the Access List
Determination
3.1.2 The service description for each of the Facilities is set out in Schedule A
3.1.3 Access Seekers Planning Information are set out in Schedule B
3.1.4 Charging Principle are set out in Schedule C

3.2 Eligibility for Access to Service

3.2.1 For the purposes of clarification, consistent with Government policy and
Determinations by the Commission (and by its predecessors) an Access seeker may
only request for access to any or all the of the Facilities listed in the Access List
Determination which are set out in Stealth Solutions’ RAO where the Access Seeker
has been granted (i) an individual network facilities provider license, and (ii) and
individual network services provider license and (iii) an individual content
application services provider license, and such individual licenses are not limited or
restricted from those detailed in the Communications and Multimedia (Licensing
Regulations 2000, as amended in any way):
(a) by the reference to the type of network facilities, network services and/or
content applications services that can be provided; and
(b) by geographical limitations to only a specific area and/or areas in Malaysia to
which the Access Seeker can provide such network facilities, network
services and or content applications services

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An Access Seeker may not request for access to the Facilities listed in the Access List
Determination where the requested Facilities are to be used in connection with an
activity or activities in which the Access Seeker is not licensed to provide.

Consistent with Government policy and Determinations by the Commission (and its
predecessors), where Stealth Solutions provides the Access Seeker with access to
the Facilities listed in the Access List Determination, the charges for the requested
Facilities shall be negotiated between the Access Seekers.

3.3 Principles of Access

3.3.1 Stealth Solutions shall subject to Section 3.2, if requested to do so by an Access

Seeker through an Access Request, supply a Facility listed in the Access List
Determination to the Access Seeker on reasonable terms and conditions to be
entered separately between the parties

3.3.2 In supplying a Facility listed in the Access List Determination, Stealth Solutions must
treat an Access Seeker on the non-discriminatory basis as required by the Standard
Access Obligations in relation to the Supply of a Service

3.3.3 Principles of non-discrimination

As required by subsection 149(2) of the Act, an Access Provider must provide access
to those Facilities and/or Services specified in the Access List Determination, and
such access must be:

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(a) of at least the same or more favourable technical standard and quality as the
technical standard and quality provided for itself on the Access Providers
Facilities and/or Services; and
(b) provided on an equitable and a non-discriminatory basis.

3.3.4 No exclusivity and no restriction on resale

(a) An Access Provider must not, in relation to the supply of a Facility and/or
Service, include a term or condition in an Access Agreement preventing an
Access Seeker from acquiring the same or any other Facility and/or Service
from another Operator.

(b) An Access Provider must not, in relation to the supply of a Facility and/or
Service, include a term or condition in an Access Agreement preventing an
Access Seeker from re-supplying that Facility and/or Service to any person.

3.3.5 Customer Principles

(i) Stealth Solutions shall observe and comply with the customer relationship
principles set out in Section 4.3 of the MSA Determination

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CHAPTER 4 – ACCESS REQUEST PROCEDURES

4.1 Application for Access to Services

4.1.1 an Access Seeker shall request Stealth Solutions to supply Facilities listed in the
Access List Determination to it by serving an Access Request to Stealth Solutions

4.1.2 the purpose of such Access Request is to provide Stealth Solutions with sufficient
information to assess the Access Seeker’s request for the supply of Facilities listed in
the Access List Determination under Stealth Solutions’ RAO
4.1.3 The Access Request must:
a) contain the name and contact details of the Access Seeker;
b) specify the Facilities listed in the Access List Determination in respect of which
access is sought;
c) indicate whether the Access Seeker wishes to accept Stealth Solutions’ RAO or
negotiate an Access Agreement;
d) contain the information (if any) as set out in Section 5.3.7 of the MSA
Determination that the Access Seeker reasonably requires Stealth Solutions to
provide for the purposes of the access negotiations;
e) contain two (2) copies of Confidentiality Agreement properly executed by the
Access Seeker in the form prescribed by Stealth Solutions in Annexure 1;
f) specify forecasts of the capacity which the Access Seeker reasonably requires,
having regard to Stealth Solutions’ disclosed provisioning cycle as described in
Part I and Part V of Schedule C;

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g) provide the relevant information relating to the Access Seeker's Network and the
functionality of its services, to the extent that the Access Seeker is aware that
such information may affect Stealth Solutions’ Network;
h) contain confirmation that the Access Seeker is not currently being supplied with
the requested Facility listed in the Access List Determination or if so, the reasons
for the additional request for the said Facility;
i) specify the type of communications licenses held by the Access Seeker and a
copy of the license where a copy had not been previously provided;
j) contain Creditworthiness Information as set out in Section 4.2;
k) be accompanied by a Security Sum as set out in Section 4.3, if required;
l) contain Insurance Information as set out in Section 4.4;
m) contain relevant technical information relating to the interface standards of the
Access Seeker;
n) contain preliminary information regarding the scale and scope of Facilities and/or
Services that the Access Seeker expects to acquire from the Access Provider
pursuant to the Access Request; and
o) contain such other information that Stealth Solutions may reasonably request
for the sole purpose of providing access to the requested Facilities and/or
Services.

4.2 Credit Worthiness Information

The Creditworthiness Information that is required to accompany an Access Request
includes but shall not be limited to:

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a) a letter, signed by the executive director of the Access Seeker, stating the Access
Seeker is not insolvent and is not under any external administration or under
similar form of administration under any laws applicable to it in any jurisdiction
b) a copy of the Access Seeker’s most recently published audited balance sheet and
audited profit and loss statement; and
c) such other information as may be reasonably requested b Stealth Solutions
provided that such information are information which are publicly available

4.2.2 the Creditworthiness Information shall commensurate with an estimate of the value
of the access to the Facilities to be provided by Stealth Solutions to the Access
Seeker over a ninety (90) day period

4.3 Security Sum

4.3.1 Stealth Solutions may request a Security Sum from the Access Seeker in the event
that the Access Seeker is deemed to present a credit risk. The Security that may be
given by the Access Seeker may be in term of either:
a) Bank Guarantee; or
b) Cash Sum

4.3.2 Stealth Solutions is not obliged to consider entering into an Access Agreement with
the Access Seeker pursuant to Stealth Solutions’ RAO until the Access Seeker has
amongst other things, provided (at the Access Seeker’s costs) to Stealth Solutions
such Security Sum on terms and conditions reasonably acceptable to Stealth
Solutions.

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4.4 Insurance Information

4.4.1 Subject to Section 4.4.2, an Access Request shall be accompanied by the following
insurances:
a) Worker’s Compensation and/or Social Security Insurance and/or Employer’s
Liability Insurance and/or other insurance with statutory limits as required by
the laws of Malaysia to provide for payment to its employees employed or in
connection with the work covered by the Access Agreement that may be entered
into and/or their dependants; and
b) Comprehensive General Liability Insurance of an amount which is not in excess
of Ringgit Malaysia Twenty Million (RM20,000,000.00) for any one claim or series
of claims arising out of an accident or occurrence in connection with the Access
Agreement that may be entered into resulting in bodily injury and/or personal
including death and property damage of an Access Seeker which may arise out of
or in consequence of any acts or omissions of the Other Access Seeker. Such
policy shall include contractual liability

4.4.2 For the purpose of clarification, the insurance provided by the Access Seeker
pursuant to Section 4.4.1 shall commensurate with the reasonable sum which is to
be agreed by Stealth Solutions

4.5 Processing of Access Request

4.5.1 Acknowledgement of Receipt of access request

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Stealth Solutions shall, within ten (10) Business Days of receipt of the Access
Request, inform the Access Seeker in writing that it has received the Access Request
and:
a) subject to section 4.5.3, request additional information from the Access Seeker
where there is a need for further information, prior to considering the Access
Request; or
b) indicate whether it is willing to provide access to Facilities listed in the Access
List Determination in accordance with Stealth Solutions’ RAO

Subject to the additional information being received by Stealth Solutions within ten
(10) Business Days from the date of request, Stealth Solutions shall reconsider the
Access Request in accordance with this Section 4.5.1 upon receipt of such additional
information

4.5.2 Non-refundable processing fee

a) Subject to clause (b) of Section 4.5.2, Stealth Solutions may charge an Access
Seeker a non-refundable processing fee for undertaking the necessary
administrative work to process the Access Request
b) the non-refundable processing fee is only applicable to requested facilities listed
in the Access List Determination that can be offered and made available by
Stealth Solutions
c) in the event that additional and non-routine work is required in order to process
the Access Request, Stealth Solutions may charge a separate fee for undertaking
such additional work. If the Access Seeker does not proceed with the Access
Request accepted by Stealth Solutions, the processing fee will not be refunded to
the Access Seeker.
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4.5.3 Resources charge

In accordance with Section 5.7.28 of the MSA Determination Stealth Solutions may
charge an Access Seeker a resources charge to be determined by reference to the
costs incurred by Stealth Solutions for the allocation of manpower and other
resources to enable the Access Seeker to test and provide new Facilities for the
purposes of interconnection.

4.5.4 Request for information

Stealth Solutions shall comply with Section 5.4.16 of the MSA Determination where
it requests additional information from the Access Seeker pursuant to Section 4.5.1
(a).

4.6 Assessment of Access Request

4.6.1 Reasons for Refusal
Without limiting any other grounds that may be relied upon under the Act, Stealth
Solutions may refuse to accept an Access Request for the supply of a Facility listed
on the Access List Determination and accordingly may refuse to supply that Facility
to the Access Seeker for any of the following reasons:
a) in Stealth Solutions’ reasonable opinion, the Access Seeker’s Access Request was
not made in good faith;
b) in Stealth Solutions’ reasonable opinion, the Access Request does not contain
the information reasonably required by Stealth Solutions’ RAO provided that
Stealth Solutions has sought the information from the Access Seeker under

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Section 4.5.1 of Stealth Solutions’ RAO and has not received that information
within twenty (20) Business Days of making such a request;
c) Stealth Solutions does not currently supply or provide access to the requested
Facilities listed in the Access List Determination to itself or to any third parties,
except where the access Seeker compensates Stealth Solutions for the supply of
access to such Facilities;
d) It is not technically feasible to provide access to the requested Facilities listed in
the Access List determination;
e) Stealth Solutions has insufficient capacity to provide the requested Facilities
listed in the Access List Determination;
f) There are reasonable grounds in Stealth Solutions’ opinion to believe that the
Access Seeker would fail to make timely payment for the supply of the relevant
Facility listed in the Access List Determination;
g) There are reasonable grounds in Stealth Solutions’ opinion to believe that the
Access Seeker would fail, to a material extent, to comply with the terms and
conditions applicable to the supply of the Facilities listed in the Access List
Determination; or
h) There are reasonable grounds for Stealth Solutions to refuse access in the
national interest

4.6.2 Determination of technical infeasibility

For the purpose of determining technical infeasibility in section 4.6.1(d), the Access
Seekers shall comply with Section 5.4.17 of the MSA Determination

4.6.3 Determination of capacity constraints

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For the purpose of determining capacity constraints in Section 4.6.1(e), the Access
Seekers shall comply with Section 5.4.18 of the MSA Determination

4.6.4 Assessment of the Access Seeker’s ability to pay for supply of relevant Facilities listed in
the Access List Determination

Examples of reasonable grounds for Stealth Solutions’ belief as mentioned in Section

4.6.1(f) mentioned above include evidence that the Access Seeker is not in the
reasonable opinion of Stealth Solutions creditworthy

4.6.5 Assessment of the Access Seeker’s ability to comply with terms and conditions
applicable to the supply of relevant Facilities listed in the Access List Determination

Examples of reasonable grounds for Stealth Solutions’ belief as mentioned in Section

4.6.1(g) include repeated failures by the Access Seeker to comply with the terms and
conditions on which the same or similar access to Facilities have been provided
(whether or not by Stealth Solutions)

4.6.6 Assessment of Creditworthiness

a) in determining the creditworthiness of the Access Seeker, Stealth Solutions may
have regard to, but is not limited to the matters referred to in Section 4.2
b) in determining the creditworthiness of the Access Seeker, Stealth Solutions shall not
take into account amounts outstanding for Facilities previously provided by Stealth
Solutions to the Access Seeker where, in accordance with the terms and conditions
governing the provision of such Facility or Service, the Access Seeker is not required
to pay such amounts to Stealth Solutions to the extent that there is a bona fide
dispute in relation to the amounts outstanding by the Access Seeker to Stealth
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Solutions and the Access Seeker is relying on such terms and conditions as basis for
its non-payment

4.7 Notification of Rejection to the Access Seeker

4.7.1 Where Stealth Solutions rejects the Access Request, Stealth Solutions shall:
a) notify the Access Seeker in writing within ten (10) Business Days from receipt of the
Access Request or additional information requested pursuant to Section 4.5.1, as the
case may be;
b) provide reasons for rejection under Section 4.6 to the Access Seeker;
c) provide the basis for Stealth Solutions’ rejection of the Access Request; and
d) indicate a date and time, not later seven (7) Business Days from the date of the
notice of rejection, at which representatives of Stealth Solutions will be available to
meet with representatives of the Access Seeker to discuss the rejection of the Access
Request. At this meeting, the Access Seeker may request Stealth Solutions to
substantiate its reasons for refusal, and if access has been refused on the basis of
the grounds in section 4.6.1(e), Stealth Solutions must identify when additional
capacity is likely to be available.

4.7.2 Where the Access Seekers are unable to resolve their differences following the meeting
held pursuant to Section 4.7.1(d), either Access Seeker may request resolution of the
dispute in accordance with Annexure A of the MSA Determination

4.8 Acceptance of Access Request

4.8.1 Where Stealth Solutions agrees to provide access to Facilities listed in the Access List
Determination to the Access Seeker in accordance with Stealth Solutions’ RAO, Stealth

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Solutions shall within ten (10) Business days of such respond under Section 4.5.1(b),
provide, the Access Seeker with two copies of the executed Model Access Agreement,
for execution by the Access Seeker and one (1) copy of the executed confidentiality
agreement which has been duly executed by the Access Seeker.

4.8.2 Where the Access Seeker wish to negotiate an Access Agreement, the Access Seekers
shall comply with the requirements in Sections 5.4.2, 5.4.4, 5.4.9 and 5.4.15 of the MSA
Determination in negotiating and concluding an Access Agreement.

4.8.3 Stealth Solutions will not be taken to have agreed to acquire the requested Facility listed
in the Access List Determination until:
(a) if a security sum is deemed to be required from an Access Seeker, the security sum
has been provided in accordance with Section 4.1 and 4.3; and
(b) an Access Agreement has been executed between the Access Seekers and the
Access Agreement is registered with the Commission in accordance with Section 150
of the Act.

4.9 Fast-track application and agreement

4.9.1 Notwithstanding and as an alternative process to that set out in subsections 5.4.1 to
5.4.18 of the MSA, Stealth Solutions shall make available a fast-track application and
agreement process for Access Seekers based on the following principles:

(a) the fast-track process shall be limited to the criteria set out by the Stealth Solutions
in accordance with subsection 5.421 of the MSA;
(b) the fast-track application form:

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i. shall be limited to gathering information from the Access Seeker as set out in
paragraphs 5.4.6(a) and 5.4.6(b) of this Standard;

and

ii. in respect of any requirement to provide security, shall set out a process for
determining the required security sums under subsection 5.3.9 of the MSA
within five (5) Business Days of the Access Provider's receipt of a fast-track
application;

(c) Stealth Solutions may only refuse the Access Seeker's fast-track application for the
reasons set out in paragraphs 5.4.11 5.4.1 1(e) or 54.11(f) of this Standard;
(d) the fast-track agreement between the Access Provider and the Access Seeker must
be on the terms of the Access Provider's RAO; and
(e) within ten (10) Business Days of Stealth Solutions's receipt of a fast- track
application, the Access Provider must:

i. provide the Access Seeker with two (2) copies of the RAO executed by the
Access Provider, or a notice of refusal that sets out the grounds for refusal
under paragraph 5.4.20(c) of the MSA (including the basis on which those
grounds apply); and

ii. provide the Commission with a copy of the response at the same time that it
provides the response to the Access Seeker under paragraph of this Standard.

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4.9.2 Principles for setting up fast-track process

Stealth Solutions shall set up, and publish on its publicly accessible website. the criteria
on which Access Seekers will be eligible for the fast-track application and agreement
process accordjng to the following principles:

(a) the criteria must be determined and applied by Stealth Solutions on a non-
discriminatory basis;

(b) the fast-track process may be limited to the supply of Facihties and/or Services to
the extent that such supplies do not have a material impact on the Access Providers
current level of network resources; and

(c) the Facilities and/or Services which may be the subject of a fast track application
may be limited to Fixed Network Termination Service, Mobile Network Termination
Service, Transmission Services, Interconnect Link Service, HSBB Network Services,
Digital Subscriber Line Resale Service and ANE.

CHAPTER 5 – PROVISION OF INFORMATION

5.1 the obligations of each Access Seeker to provide information to the Other Access Seeker
are subject to the MSA Determination and the requirements of confidentiality imposed
by Stealth Solutions’ RAO.

5.2 to the extent permitted by Malaysian law and any relevant guidelines or customer
service standards in force pursuant to the Access Seeker’s respective License conditions,
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the Access Seekers will exchange information and otherwise cooperate in relation to the
prevention and investigation of fraudulent use or misuse of the Access Seeker’s
respective Communications Services and the theft of the Access Seeker’s provided
terminal equipment.

5.3 information provided under Stealth Solutions’ RAO may only be used for the purpose for
which it was given, Personal Information about a Customer’s credit worthiness, credit
standing, and history or credit capacity may only be used for the purposes permitted by,
and in compliance with, Malaysian Law.

5.4 if the information is used by an Access Seeker for any purpose other than the purpose
for which it was given, the providing Access Seeker may deny the recipient Access
Seeker further access to the information for the period during which the non-
observance or non-conforming use continues on notice specifying the non-observance
or non-conforming use continues. The Access Seekers will cooperate to resolve the
providing Access Seeker’s reasonable concerns so that information exchange can be
resumed as soon as possible.

5.5 a) subject to the Act and any subordinate legislation, nothing in the Access Agreement
may be construed as requiring an Access Seeker at any time to disclose to the Other
Access Seeker information which is at the date when the Access Agreement comes
into force, the subject of a confidentiality obligation owed to a third person unless
the third person consents to such disclosure. Where the consent of a third person is
required, the Access Seeker holding the information must use its reasonable
endeavours to obtain the consent of that third person.

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b) After the Access Agreement comes into force an Access Seeker must use its best
endeavours not to enter into any contract which would prevent it from making
information available to the Other Access Seeker unless the contract includes a term
which permits the contracting Access Seeker to make the information available if the
directed to do so by the Commission.

CHAPTER 6 – BILLING AND SETTLEMENT

6.1 Where relevant, the billing and settlement obligations set out in Section 5.11 of the
MSA Determination shall be applicable

6.2 The Access Seekers shall, from time to time, inform each other of the mailing address
and the department to which the Invoice should be sent to and also their respective
bank account details for the purposes of enabling the other Access Seeker to make
payment. All Invoices shall be delivered by hand or post (either registered mail or
courier)

6.3 The Access Seekers shall bear and pay all taxes as required by Malaysian law that result
from the implementation of the Access Agreement

6.4 The Access Seeker must pay any amount due and owing to the Stealth Solutions on the
Due Date unless otherwise agreed in writing by both Access Seekers

6.5 All payments must:

a) be paid by electronic transfer to Stealth Solutions or exceptionally, by cheque to the
nominated account(s) of Stealth Solutions if agreed by Stealth Solutions;

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b) be accompanied by such information as is reasonably required Stealth Solutions to

properly allocate payments received, failing which Stealth Solutions shall have the
absolute discretion to allocate payments received to any amounts due and payable;
and
c) be paid on the Due Date unless otherwise agreed in writing by both Access Seekers

6.6 All invoices shall be stated in ringgit Malaysia and payment must be made in Ringgit
Malaysia

6.7 Notwithstanding anything to the contrary, Stealth Solutions shall be entitled to deduct
or withhold such taxes, duties, levies or such other sums imposed by such governmental
authorities (“said taxes”) from any sum or sums due to the Access Seeker in the event
Stealth Solutions is required by law to pay the said taxes for and on behalf of the Access
Seeker
6.8 For the purpose of clarification, the Security Sum (if payable) does not relieve the Access
Seeker from its obligations to pay amounts to Stealth Solutions as they become due and
payable, nor does it constitute a waiver of Stealth Solutions right to suspend,
disconnect, or terminate the relevant network services due to non-payment of any sums
due or payable to Stealth Solutions

a) Stealth Solutions shall be entitled to revise the Security Sum (if payable) in any of the
following event:

(i) where, in the reasonable opinion of Stealth Solutions, the amount of the
Security Sum is less than the Minimum Value calculated over a ninety (90)
days period determined by Stealth Solutions;
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(ii) where, in the opinion of Stealth Solutions, there is a material change in

circumstances in relation to the Access Seeker’s Creditworthiness. In such
cases, Stealth Solutions may request for additional security in addition to the
Minimum Value to sufficiently and reasonably mitigate its risk in providing
the relevant Facilities and/or Services listed on the Access List Determination
to the Access Seeker. For clarification, material change in circumstances
includes, but is not limited to, failure to pay on the Due Date in respect of
three (3) invoices rendered in the preceding six (6) months, so long as those
amounts have not been disputed in good faith;

(iii) upon the provisioning of new or additional Facilities to the Access Seeker;
and

(iv) at each subsequent anniversary from the Commencement Date;

c) Where the Security Sum is revised pursuant to Section 6.9 (a) above,
the Access Seeker shall within five (5) Business Days from the written
request of Stealth Solutions, deposit the new Security Sum with
Stealth Solutions in the manner specified in Section 4.3 of Stealth
Solutions’ RAO

c) Where the Access Seeker deposit monies in lieu of a Bank Guarantee, such monies
shall be deposited in a separate interest bearing account (“the said accounts”) and
any interest accrued thereon is held by Stealth Solutions in addition to the Security

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Sum, Stealth Solutions shall forward to the Access Seeker a statement of the said
accounts annually.

6.9 a) The Security Sum deposited by the Access Seeker with Stealth Solutions and any
interest thereon shall only be used for the purposes set out in Section 6.8. Stealth
Solutions may at its discretion call upon or deduct the Security Sum at any time after
the Due Date or upon breach of any of the Access Seeker’s obligation. Such
utilization or deduction of the Security Sum shall not be construed as set-off or
counterclaim.

b) Upon termination of the Access Agreement the Security Sum deposited with Stealth
Solutions or part s thereof together with the interest thereon, (if any) shall be
returned and/or refunded to the Access Seeker within sixty (60) days from the date
of termination; and

6.10 Billing Dispute Procedures

a) Where there is a Billing Dispute, the Access Seekers shall comply with the dispute
resolution procedures in Annexure A of the MSA Determination.

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CHAPTER 7 - TERMINATION

7.1 Termination Obligations

This Access Agreement may be terminated or part thereof if any of the following
circumstances apply and Stealth Solutions has notified the Access Seeker of its intention
to terminate the Access Agreement:-
a) The Access Seeker has materially breached the Access Agreement such breach shall
have persisted for a period of thirty (30) days without correction and shall have
caused Stealth Solutions inability to operate; or in the reasonable opinion of the
non-breaching Party, the economic objective of the non-breaching Party shall have
suffered or the non-breaching Party shall have sustained material risks or losses due
to such breach;
b) The Access Seeker is subject to winding up order; or
c) A Force Majeure event have persisted for ninety (90) days;

Stealth Solutions shall forward to the Commission a copy of the notice of termination to
the Access Seeker.

7.2 Approval
Prior to terminating or seeking to materially vary an Access Agreement or access to any
Access Service(s) provided under it, Stealth Solutions must inform the Commission in
writing of the action it proposes to take and the reasons why such action is appropriate.
Stealth Solutions shall not terminate, suspend, or seek to materially vary the Access
Agreement or access to ant Access Service(s) until such time and on such conditions, as
the Commission may warrant

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SCHEDULE A

SERVICE DESCRIPTION

PART I – INFRASTRUCTURE SHARING

1. General
1.1 Part I of schedule A sets out the terms and conditions which are applicable to
Infrastructure Sharing.

2. Pre-Requisites for Applying for Infrastructure Sharing

2.1 Stealth Solutions shall not be obliged to provide to Access Seeker Infrastructure Sharing
for the Designated and associated Tower Sites unless :
a) Stealth Solutions is the legal owner of the tower
b) The Access Seeker has the appropriate licences from the relevant authorities to
operate the service for the purpose for the equipment is to be installed; and
c) There is no space constraint

3. Infrastructure Sharing

3.1 Stealth Solutions agrees to provide Infrastructure Sharing at the designated tower to the
requesting Access Seekers in accordance with the terms of Master Agreement initially
entered into between Stealth Solutions and other Access Seeker. The terms and
conditions for technical matters are also spelled out in the said Master Agreement.

3.2 The Access Seekers shall publish on its website and keep updated a list of the
Designated Tower leased from Stealth Solutions.

3.3 Duration of Infrastructure Sharing

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3.3.1 Infrastructure Sharing at a designated Tower or agreed between the Access Seekers,
shall be for an Initial Period of five (5) years with an option to renew for three (3)
successive terms of five (5) years each up to a maximum of fifteen (15) years (“Renewal
Term”).

3.3.2 The term of the Infrastructure Sharing shall commence on the date (“Handover date”)
a) The Access Seeker agrees to commence Infrastructure Sharing
b) The Access Seeker takes physical possession of the shared space (“Shared Space”) at
the Designated Tower or Associated Tower Site, after informing Stealth Solutions the
exact location of the equipment/antenna.

4. Access Seeker’s Obligations

4.1 The Access Seeker shall be responsible for and bear the cost of all electricity utilized by
the Access Seeker at the Shared Space. Stealth Solutions shall provide the access for
power supply and assist the Access Seekers for its own individual meter.

4.2 Installation of Equipment

4.3 The Access Seeker shall only be permitted to install its equipment, system and/or
devices on the Shared Space and shall not be permitted to install any other party’s
equipment, system and/or devices on the Shared Space without the prior written
approval of Stealth Solutions

4.4 Safety and health and Security Procedures

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4.5 The Access Seeker shall comply with the provisions and requirements of the
occupational safety and Health Act 1994 (“OSHA”). These provisions include the usage
of personal protective equipment such as safety helmet, safety boots, safety goggles
and other safety gadgets as prescribed by OSHA.

4.6 The Access Seeker shall exercise due care in the execution of their work so as to prevent
accidents and are required to report any incidents including but not limited to accidents
as a result of their works to Stealth Solutions within twenty four (24) hours from the
time of the occurrence.

4.7 The Access Seeker shall comply and cause its employees, agents and contractors to
comply with all guidelines, rules and regulations issued by Stealth Solutions from time to
time on site access and security procedures with respect to access to and use of the
Shared Space. Further the Access Seeker shall ensure the security of its Shared Space is
such that no unauthorized person shall enter the Shared Space.

4.8 Sub-letting and Assignment

The Access Seeker shall not at any time sub-let, assign or lease the Shared Space to the
others.

5. Forecast

5.1 Stealth Solutions shall only request Forecasts where:

a) the maximum period of time covered by Forecasts regarding Infrastructure

Sharing is one (1) year;

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b) the minimum intervals or units of time to be used in Forecasts regarding

Infrastructure Sharing is one (1) year; and

c) The maximum frequency to update or to make further Forecasts regarding

Infrastructure Sharing is once a year.

6 Processing of Order for Infrastructure Sharing

6.1 Stealth Solutions shall acknowledge receipt of each Order for Infrastructure Sharing
within two (2) Business Days.

6.2 Stealth Solutions must notify an Access Seeker that an Order for Infrastructure Sharing is
accepted or rejected within ten (10) Business Days after:

(a) issuing the Notice of Receipt in respect of the Order, where Access Provider did not
undertake any post-Order Service Qualification for that Order under subsection
5.7.8 of the MSA; or

(b) providing the Access Seeker with the result of post-Order Service Qualification
where the Access Provider has undertaken post-Order Service Qualification Order
under subsection 5.7.8 of the MSA.

7 Indicative Delivery Timeframe

7.1 Indicative Delivery Timeframe shall be for a term of forty (40) business days and shall
commence from the Notice of Acceptance or confirmation of the Order under
subsection 5.7.14 of the MSA.

8 Billing Cycle

8.1 The Billing Cycle for Infrastructure Sharing will be one (1) year in advance for the first
year and quarterly in advance for subsequent years.
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9 Physical Access

9.1 Stealth shall allow an Access Seeker, its nominated employees and/or contractors to
physically access Stealth’s network facilities and the Access Seeker's Equipment, and to
have physical control over the Access Seeker's Equipment located at such network
facilities, at equivalent times and in accordance with equivalent processes and
procedures as are applicable to itself where:

a) Stealth Solutions is required to fulfil an Order for Infrastructure Sharing; or

b) for the Access Seeker to perform operations or maintenance activities

10 Escorts

10.1 Stealth Solutions is only permitted to require an escort to be present when nominated
employees and/or contractors of the Access Seeker wish to enter into Stealth Solutions's
property if Stealth Solutions requires an escort for its own mployees or contractors in
the same circumstances. If Stealth Solutions determines that it is necessary to have an
escort present when the nominated employees and/or contractors of the Access Seeker
wish to enter into the Access Provider's property, Stealth Solutions shall:

a) bear the costs of such escort service;

b) provide immediate 24-hour physical access to the Access Seeker for emergency
maintenance requests;

c) subject to paragraph 6.8.9(d) of this Standard, provide physical access at the time
requested by an Access Seeker for planned maintenance requests on the shorter of:

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i. two (2) Business Days' notice for manned sites and five (5) Business Days'
notice for unmanned sites; and

ii. the period of notice which it requires from itself when providing itself with
physical access for planned maintenance;

d) for both planned and emergency maintenance requests at unmanned sites only,
have its escort arrive within the shorter of:

i. thirty (30) minutes of time required by the Access Seeker pursuant to

paragraph 6.8.9(b) or 6.8.9(c) of this Standard (as applicable) plus a reasonable
window to allow for travel time (which must be estimated in an operations and
maintenance manual given to the Access Seeker, or estimated at the time of
responding to the Access Seeker's physical access request); and

ii. the period of time it requires for its escorts to arrive for planned and emergency
maintenance at unmanned sites.

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SCHEDULE B

ACCESS SEEKERS PLANNING INFORMATION

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SITE NAME

TOWER HEIGHT

TYPE OF TOWER

DATE

ACCESS SEEKERS PLANNING INFORMATION

COORDINATE

LONGITUDE LATTITUDE

BTS INFO

BTS NUMBER OF
ACCESS SEEKERS BTS TYPE CABIN SIZE PLINTH SIZE
DIMENSION BTS

Access Seekers 1

Access Seekers 2

Access Seekers 3

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RF ANTENNA INFO

ANTENNA
ANTENNA ANTENNA ANTENNA CABLE CABLE
ACCESS SEEKERS DIMENSION
QUANTITY ORIENTATION HEIGHT TYPE LENGTH
(MM)

Access Seekers 1

Access Seekers 2

Access Seekers 3

MICROWAVE ANTENNA INFO

ANTENNA ANTENNA ANTENNA ANTENNA CABLE CABLE

ACCESS SEEKERS
QUANTITY AZIMUTH SIZE HEIGHT TYPE LENGTH

Access Seekers 1

Access Seekers 2

Access Seekers 3

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SCHEDULE C

PART I – OPERATIONS AND MAINTENANCE

1. General

1.1 Part VI of Schedule C sets out the operations and maintenance procedures that are
applicable in relation to the Services as listed in the Stealth Solutions

1.2 Where relevant, the operations and maintenance obligations set out in Section 5.15
of the MSA Determination shall be applicable.

2. Operations and Maintenance Standard

2.1 Each Access Seeker shall be responsible for the operations and maintenance of its
own Network Facilities or Network Services.

3. Maintenance Procedures and Practices

3.1 Each Access Seeker shall on its own establish the recommended maintenance
procedures for maintaining and servicing its own Network Facilities or Network
Services.

4. Fault Management

4.1 The Access Seeker will manage their own Networks to minimize disruption to
services and, in the event of interruption or failure of any service, will restore those
services as soon as is reasonably practical.

4.2 In the event of failure of electric supply, Stealth Solutions shall provide alternative
power supply as agreed in the Master Agreement.

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5. Network Monitoring

5.1 Each Access Seeker is responsible for monitoring of alarms belonging to its own
Network.

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PART II – CHARGING PRINCIPLE

a. The following rates shall be utilized as indicative rates for access to telecommunication
structures below 30 meters (ranging from 15 meters to 30 meters) to be granted to an
Access Seeker to install its Equipment thereat:

Structure Type Rate for 1st to 7th Year Rate for 8th to 15th Year

2W 3W 2W 3W

Streetlights/ Floodlights RM3,750 RM2,920 RM3,188 RM2,482

Mosque Minarets RM5,500 RM4,670 RM4,675 RM3,970

Clock Towers RM5,500 RM4,670 RM4,675 RM3,970

Pylon Signages (Petronas/ Petron, etc.) RM5,500 RM4,670 RM4,675 RM3,970

Other Aesthetic Structures RM5,500 RM4,670 RM4,675 RM3,970

i. The rates stated above and all rates stated in this RAO are exclusive of GST levied by the
Government which GST shall be payable by the Access Seeker to the Access Provider over
and above the Access Charges.

ii. In the event the land rental for the Site as imposed by its landowner exceed the amount
of RM2,500.00, the Access Seeker shall bear the sum in excess of the said land rental.

iii. Subject always to the availability of space in the Associated Tower Site and the loading of
the Tower, an Access Seeker may upon agreement by the Access Provider be allowed to
install three (3) RF antennas and one (1) microwave antenna/dish with a maximum

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diameter of 0.6 meters per Associated Tower Site and may be provided land space not
more than 3.6 meters x 2.7 meters. In any case, the Equipment to be allowed per Tower
and Associated Tower Site shall be upon agreement of the parties.

iv. In the event that the Access Seeker wishes to install more than the maximum number of
dishes and/or antennas at any Tower or dishes not more than 0.6 meters (where
applicable) in diameter, subject to the consent by the Access Provider and also subject to
the available land space and Tower loading, the Access Seeker shall pay the following
additional Access Charges:-

i. RM500.00 per month for any additional RF antennas or dishes measuring less
than 0.6 meters (where applicable) in diameter

v. In the event there is Additional Infrastructure under a Variation Order already existing at
the Tower, the additional Access Charges payable for the site per RM1,000.00 of the cost
of the Additional Infrastructure under the Variation Order (for example generator set,
cabin etc) are as follows:-

Cost for User Additional Access Charges (per

month per User)
for every RM1,000.00
Cost per User (2 Sharing Parties) 13.53

Cost per User (3 Sharing Parties) 10.83

vi. The Access Charges that will be payable by the Access Seeker will be dependent on the
number of telecommunication companies (Access Seeker and other licensees (if any)
(“User(s)”) using any particular Tower.

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vii. If in the event the number of Users per Tower increases, the Access Charges payable by
the Users will be revised downwards as per the payment structure above. There shall be
no further reduction for the Access Charges if the Users for any Tower exceed three (3).

b. The following rates shall be utilized as indicative rates for access to heavy duty
telecommunication towers of T2 specifications to be granted to an Access Seeker to
install its Equipment thereat:-

Tower Type 2 Way 3 Way 4 Way 5 Way 6 Way

Height

150 feet Heavy RM6,426 RM3,672 RM2,916 RM2,624 RM2,362

Duty

200 feet Heavy RM8,883 RM5,076 RM4,104 RM3,694 RM3,324

Duty

250 feet Heavy RM9,450 RM5,400 RM4,320 RM3,888 RM3,499

Duty

300 feet Heavy RM12,07 RM6,900 RM5,500 RM4,950 RM4,455

Duty 5

350 feet Heavy RM15,22 RM8,700 RM6,900 RM6,210 RM5,589

Duty 5

400 feet Heavy RM17,32 RM9,900 RM7,900 RM7,110 RM6,399

Duty 5

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i. The rates stated above and all rates stated in this RAO are exclusive of GST levied by the
Government which GST shall be payable by the Access Seeker to the Access Provider
over and above the Access Charges.

ii. The rates above are for the license term of minimum Three (3) years but if the Access
Seeker intends to take a license of a site for a longer period than 3 years, a lesser rate
may be agreed by the Access Provider.

iii. The Access Provider may subject to agreement of parties, upon an Access Seeker taking
a long term license of a site, grant discount on the Access Charges post the 7th year of
the license.

iv. Subject always to the availability of space in the Associated Tower Site and the loading
of the Tower, an Access Seeker may upon agreement by the Access Provider be allowed
to install three (3) RF antennas and one (1) microwave antenna/dish with a maximum
diameter of 0.6 meters or 1.2 meters (depending on the Tower) per Associated Tower
Site and may be provided land space for a cabin not more than 3.6 meters x 2.7 meters
in diameter. In any case, the Equipment to be allowed per Tower and Associated Tower
Site shall be upon agreement of the parties.

v. In the event that the Access Seeker wishes to install more than the maximum number of
dishes and/or antennas at any Tower or dishes in excess of 1.2 meters or 0.6 meters
(where applicable) in diameter, subject to the consent by the Access Provider and also
subject to the available land space and Tower loading, the Access Seeker shall pay the
following additional Access Charges:-

i. RM500.00 per month for any additional RF antennas or dishes measuring less than
1.2 meters or 0.6 meters (where applicable) in diameter; and
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ii. RM1,000.00 per month for any dishes measuring more than 1.2 meters or 0.6
meters (where applicable) in diameter.

c. In the event there is Additional Infrastructure under a Variation Order already existing at
the Tower, the additional Access Charges payable for the site per RM1,000.00 of the
cost of the Additional Infrastructure under the Variation Order (for example generator
set, cabin etc) are as follows:-

Cost for User Additional Access Charges (per

month per User)
for every RM1,000.00
Cost per User (2 Sharing Parties) 17.32

Cost per User (3 Sharing Parties) 10.83

Cost per User (4 Sharing Parties) 8.66

Cost per User (5 Sharing Parties) 7.58

Cost per User (6 Sharing Parties) 6.93

d. The Access Charges that will be payable by the Access Seeker will be dependent on the
number of telecommunication companies (Access Seeker and other licensees (if any)
(“User(s)”) using any particular Tower.

e. If in the event the number of Users per Tower increases, the Access Charges payable by
the Users will be revised downwards as per the payment structure above. There shall be
no further reduction for the Access Charges if the Users for any Tower exceed six (6).

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f. If in the event the number of Users per Tower reduces, the following shall happen:-

i. in cases where the exiting User had taken a rental/license for a maximum period of
Three (3) years only, the remaining Users will be subject to an upward revision of the
Access Charges, back to the tier higher than the current Access Charges paid by them;
and

ii. in cases where the exiting User had taken a license for a minimum period of Ten (10)
years only and the following happens:-

1. when the land rental for the Site as imposed by its landowner exceed the
amount of RM5,000.00 and the Access Seeker wishes not to continue to
contribute towards the land rental equally with the other Users at the Site and
exits the Site upon agreement of the Access Provider; or

2. when a User other than the Access Seeker exits a Tower upon the completion
of its rental/license period with the Access Provider pursuant to any agreement
between them and does not renew or extend the said period;

then the remaining Users will be subject to an upward revision of the Access
Charges, back to the tier higher than the current Access Charges paid by them;
and

3. in other cases than stated above, the remaining Users will not be subject to an
upward revision of the Access Charges and will continue paying the current
Access Charges.

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g. In any case, the Access Charges payable by the Access Seeker to the Access Provider to
gain access at any Tower shall be at the rate the other current User is paying the Access
Provider, with discounts to be agreed upon other Users utilizing the same site and
subject always to paragraph (a) above.

h. Nevertheless, in the event that an Access Seeker is interested to appoint the Access
Provider to undertake the Project, subject to the relevant agreement(s) is/are entered
into between the parties upon terms and conditions agreed upon which shall include
amongst others that the Access Term to be for a minimum period of at least ten (10)
years, the Access Provider may offer the following rates for the Access Charges to the
Access Seeker for heavy duty telecommunication towers of T2 specifications:

Tower Type Single 2 Sharing 3 Sharing 4 Sharing 5 Sharing 6 Sharing

Height
150 feet Heavy RM6,426 RM3,672 RM2,916 RM2,624 RM2,362 RM2,126
Duty
200 feet Heavy RM8,883 RM5,076 RM4,104 RM3,694 RM3,324 RM2,992
Duty
250 feet Heavy RM9,450 RM5,400 RM4,320 RM3,888 RM3,499 RM3,149
Duty
300 feet Heavy RM12,075 RM6,900 RM5,500 RM4,950 RM4,455 RM4,009
Duty
350 feet Heavy RM15,225 RM8,700 RM6,900 RM6,210 RM5,589 RM5,030
Duty
400 feet Heavy RM17,325 RM9,900 RM7,900 RM7,110 RM6,399 RM5,759
Duty
(Paragraphs (c) till (f) above are applicable for Projects as well.)

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i. The cost of the Project and the Access Charges for Towers involving 4 legged towers,
aesthetic towers and any other telecommunication infrastructure 200 feet and above
not as per the Towers under paragraphs (h) above, shall be calculated in the following
manner:-

DESCRIPTION COST REMARKS

Cost of the Tower 200 feet P 15% above current (at time
and above not as per the of construction) JKR rate or
Towers under paragraphs to be agreed between
(h) and (i)(x) above Parties where no JKR Rate
(including Civil, Structural, is available .
Mechanical and Electrical
Works) (RM), P

OPEX Cost (RM) taken for Q=RM315,000.00 OPEX is for base rental of
seven (7) years for purpose site at RM3,000.00 only per
of calculation only, Q month and other expenses
totalling RM45,000.00 per
year SAVE AND EXCEPT for
any increase of rental
beyond RM3,000.00 shall
be equally shared between
the Users

Total Interest based on rate R=(P X 0.065 X 7 years)

of 6.5% per annum over 7
years for purpose of
calculation only (RM), R

Total Cost (RM), S S= P+Q+R

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Total Repayment per T= S/(12X7

month (RM), T

Cost per Single User, U U= T

Cost per User (2 Users), V V=(1.25 X U)/2 Rounded off to the nearest
RM100 using Microsoft
Excel “round” function

Cost per User (3 Users), W W=(1.50 X U)/3 Rounded off to the nearest
RM100 using Microsoft
Excel “round” function

Cost per User (4 Users), X X=(1.75 X U)/4 Rounded off to the nearest
RM100 using Microsoft
Excel “round” function

Cost per User (5 Users), Y Y=(2.0 X U)/5 Rounded off to the nearest
RM100 using Microsoft
Excel “round” function

Cost per User (6 Users), Z Z=(2.25 X U)/6 Rounded off to the nearest
RM100 using Microsoft
Excel “round” function

j. In the event there is OPEX Cost to be incurred for a specific site where Additional
Infrastructure under a Variation Order is involved, the OPEX Cost shall for purpose of
calculation only, be calculated over a period of seven (7) years as per the tables above.

k. The rates in Ringgit Malaysia (RM) per RM1,000.00 of the cost of the Additional
Infrastructure for the Project under the Variation Order (for example generator set,
cabin etc) are as follows:-

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Cost for User Additional rate for 1st to 10th year (per
month per User) for every RM1,000.00

Cost per Single User 17.32

Cost per User (2 Sharing Parties) 10.83

Cost per User (3 Sharing Parties) 8.66

Cost per User (4 Sharing Parties) 7.58

Cost per User (5 Sharing Parties) 6.93

Cost per User (6 Sharing Parties) 6.50

l. However, for any telecommunication structure to be constructed on sites situated on

islands (land area surrounded by water whether salt or fresh water) or for sites situated
at highlands (gradient exceeding 15%), all of the abovesaid rates for the Additional
Access Charges shall be added thereon an amount equivalent to 15% each or any other
amount decided by the Access Provider.

m. If in the event the land rental charged on the Access Provider for the Associated Tower
Site shall exceed RM2,000.00/RM3,000.00 (depending on Tower), the excess thereof (as
applicable) shall be equally shared by the Users of a Tower and its Associated Tower
Site.

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ANNEXURE 1

CONFIDENTIALITY AGREEMENT

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THIS AGREEMENT is made on

BETWEEN

STEALTH SOLUTIONS SDN. BHD. (Comp No: 653711-W), a company incorporated in Malaysia
with its registered address at B-5-21, Pusat Perdagangan Pelangi Square, Persiaran Surian,
47800, Selangor (hereinafter referred to as “the Access Provider”) of the one part;

AND

(hereinafter referred to as “Access Seeker”) of the other part.

WHEREAS:-

A. The Access Provider is a licensed individual network facilities provider under the
Communications and Multimedia Act 1998.

B. The parties are discussing certain matters thereby necessitating the exchange of information
for the purpose of determining their respective interests in establishing a business relationship
between them.

C. The parties wish to defend their rights with respect to the said information and to protect
the confidentiality thereof and proprietary features contained therein.

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NOW THIS AGREEMENT WITNESSETH as follows:-

1. Definition

“Confidential Information” means all oral or written information of any kind, whether in printed
or electronic format, including but not limited to technical information, data or know-how
which relates to research, product plans, product, services, customers, markets, software,
developments, inventions, process, designs, drawings, engineering, hardware and software
configuration information, marketing or finance or any form of business plans whether or not
labeled as “Confidential” and submitted by one party to the other party during the discussions
and/or meetings, which Confidential Information is designated in writing to be confidential or
proprietary or if given orally, is confirmed promptly in writing as having been disclose as
confidential or proprietary.

“Disclosing Party” means the party from whom the Confidential Information originates and is
disclosed to the Recipient.

“Recipient” means the party to whom the Confidential Information is given or disclosed.

2. Non-Disclosure of Confidential Information

a. The Recipient agrees not to use any Confidential Information disclosed to it by the Disclosing
Party for its own use or for any purpose except to carry out discussions concerning and the
undertaking of any business relationship between the two.

b. The Recipient will not disclose any Confidential Information of the Disclosing Party to third
parties or to employees or agents of the Recipient except employees and/or agents who are

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required to have the information in order to carry out the discussion of the contemplated
business.

c. The Recipient agrees that it will take all reasonable measures to protect the secrecy of and
avoid disclosure or use of Confidential Information of the Disclosing Party in order to prevent it
from falling into the public domain or the possession of persons other than those persons
authorized hereunder to have any such information, which measures shall include the highest
degree of care that the Recipient utilize to protect its own Confidential Information of a similar
nature.

d. The Recipient agrees to notify the Disclosing Party in writing of any misuse or
misappropriation of Confidential Information of the Disclosing Party which may come to the
Recipient attention.

3. Information excluded from Confidentiality

The obligation imposed upon either party herein shall not apply to information which:

i. is in the possession of the Recipient at the time of disclosure as shown by the Recipient’s files
and records immediately prior to the time of disclosure; or

ii. prior or after the time of disclosure becomes part of the public knowledge or literature, not
as a result of any inaction or action of the Recipient; or

i. is approved in writing by the Disclosing Party for release; or

ii. is independently developed by the Recipient; or

iii. is disclosed to a third party pursuant to written authorisation from the Disclosing Party; or

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iv. is received from a third party without similar restrictions as against the Receiving Party; or

v. is disclosed pursuant to a requirement or request of a Government agency, but only to the

extent so ordered.

4. No Commitment

Nothing in this Agreement imposes on either party an obligation to enter into any agreement or
transaction.

5. Return of Materials

Any materials or documents which have been furnished by the Disclosing Party to the Recipient
will be promptly returned, accompanied by all copies of such documentation, after the business
possibility has been rejected or concluded.

6. Patent or Copyright Infringement

Nothing in this Agreement is intended to grant any rights to the Recipient under any patent or
copyright nor shall this Agreement grant the Recipient any rights in or to the Disclosing Party’s
Confidential Information which was given solely for the purpose of determining whether to
enter into the proposed business relationship with the Disclosing Party.

7. Term

The foregoing commitments of the Recipient shall survive any termination of discussions
between the parties and shall continue for a period of two (2) years following the date of this
Agreement.

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8. Miscellaneous

This Agreement shall be binding upon and for the benefit of the undersigned parties, their
successors and assigns, provided that Confidential Information of the Disclosing Party may not
be assigned without the prior written consent of the Disclosing Party. Failure to enforce any
provision of this Agreement shall constitute a waiver of any term hereof.

9. Governing Law

This Agreement shall be governed by and construed and enforced in accordance with the laws
of Malaysia and shall be binding upon the parties hereto in Malaysia and worldwide. The courts
of Malaysia shall have exclusive jurisdiction to hear and determine all actions and proceedings
arising out of this Agreement and the Recipient hereby submits to the jurisdiction of the courts
of Malaysia for the purpose of any such actions and proceedings.

10. Remedies

The Recipient agrees that the obligations of the Recipient provided herein are necessary and
reasonable in order to protect the Disclosing Party and its business and the Recipient expressly
agrees that monetary damages would be inadequate to compensate the Disclosing Party for
any breach by the Recipient of its covenants and agreement set forth herein. Accordingly, the
Recipient agrees and acknowledges that any such violation or threatened violation will cause
irreparable injury to the Disclosing Party and that in addition to any other remedies that may be
available, in law, in equity or otherwise, the Disclosing Party shall be entitled to obtain
injunctive relief against the threatened breach of this Agreement or the continuation of any
such breach by the Recipient without the necessity of providing actual damages.
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IN WITNESS WHEREOF the parties hereto have hereunto set their hands the day and year first
abovewritten.

SIGNED by )

for and on behalf of )

the Access Provider )

in the presence of )

SIGNED by )

for and on behalf of )

the Access Seeker )

in the presence of:- )

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