1. INTRODUCTION

The Board of Directors of NCB wishes to announce that NCB had on 16 January 2012 entered into a Heads of Agreement (“HOA”) with INVS (NCB and INVS shall hereinafter collectively be referred to as the "Parties" and individually as a "Party").

2.1 Objective

The purpose of the HOA is to establish the basis of cooperation and collaboration between NCB and INVS on the supply of InoConnect IP Interconnection, a service platform serving telecommunication operators to deliver IP services, and InoConnect Bandwidth Optimizer, a system that reduces large data packets into smaller ones allowing data to be sent out via faster and more consistent IP networks. INVS has been actively seeking out for this supply due to the increasing volume and expansion of its businesses within the regional markets in Asia Pacific (“the said Project”).

The Parties have engaged in discussions in relation to the said Project with the intention to enter into negotiations and finalisation of definitive agreements ("Formal Agreement") to govern the detailed business relationships between both Parties.

2.2 Background information on NCB

NCB was incorporated in Malaysia on 20 July 2004 under the Companies Act, 1965 and was listed on the ACE Market of Bursa Malaysia Securities Berhad (“Bursa Securities”) on 24 August 2005. The authorised share capital of NCB is RM200,000,000/- comprising 2,000,000,000 ordinary shares of RM0.10 each, of which RM41,580,000/- comprising 415,800,000 ordinary shares of RM0.10 each are issued and fully paid up.

The principal activities of NCB are the leading end-to-end mobile multimedia Application Services Provider (ASP), providing one-stop mobile and wireless solutions to telecommunication companies, corporate and consumer markets. Its proprietary MINDCEP platform connected to global leading telecommunication companies and operators support thousands of developers and distributors globally.

2.3 Background information on INVS

INVS was incorporated in Indonesia on 11 May 2007 and listed on the Indonesian Stock Exchange on 3 July 2009.

The authorised share capital of INVS is IDR1,000,000,000,000, comprising 10,000,000,000 ordinary shares of IDR100 each, of which IDR256,892,180,900 comprising 2,568,921,809 ordinary shares of IDR100 each are issued and fully paid up.

The principal activities of INVS include the provision of mobile telecommunication infrastructure services, advertising and other related services. The services include telecommunication software and platforms, broadband and network applications, and enterprise productivity and mobility solutions.

(a) the Parties will jointly form a working group to undertake such actions as may reasonably be deemed necessary or relevant for the purposes of evaluating the feasibility of the said Project, possibly with a view of setting up a joint venture company, if necessary;
(b) to procure that the Project's proprietary technology be selected and utilised by INVS, and eventually be installed and implemented in its supply and distribution channel to INVS’ clients in Indonesia and ultimately to local telecommunication companies such as Telkomsel, Indosat, Excelcomindo, and Axis;
(c) both INVS and NCB may participate in the equity and management of the proposed joint venture company, with the quantum and nature of such participation to be agreed upon between the Parties under the provisions of the Formal Agreement to be finalised;

(d) NCB shall manage the technical operations and distribution channel of the supply of both InoConnect IP Interconnection service platform and InoConnect Bandwidth Optimizer system through the various regional IP networks that are connected to INVS;

(e) where appropriate, both Parties may invite the equity participation of a large Indonesian telecommunication company to ensure the ultimate success of the said Project;

(f) INVS will provide a minimum revenue guarantee of USD22.50 million to NCB over an initial period of three (3) years, with an option to extend for another three years subject to overall performance review; and,

(g) NCB's services to INVS shall include dedicated handling in order to meet INVS' competitive procurement requirements in relation to the high speed mobile internet space, especially in the Asia Pacific cloud services market.

The HOA shall be effective from 16 January 2012 (“Effective Date”) and shall continue in full force until the earlier occurrence of the following events:-

i) twelve (12) months from the Effective Date;
ii) any earlier date to be mutually agreed in writing by both parties; or
iii) when superseded by the terms of the Formal Agreement.

None of the Directors and/or major shareholders and/or persons connected with a director or major shareholder of the NCB has any interest, direct or indirect, in the HOA.

The Board is of the opinion that the Formal Agreement under the Proposed HOA, if implemented, will be in the best interest of NCB.