National Telecom Limited

National Telecom Limited (NTC) was incorporated on June 08, 2004 for the purpose of implementing, owning and operating a fixed line network in Bangladesh. NTC was awarded a PSTN license by the Bangladesh Telecom Regulatory Commission (BTRC), and the Government of Bangladesh (GoB) to operate basic telephone services, data and broadband services in all over Bangladesh. The license was granted for a period of 20 years and is renewable prior to expiry. The authorized capital of NTC is Bangladesh Taka (BDT) 5 billion (approx US$ 73 million) divided into 50,000,000 ordinary shares of BDT 100 each. 1 US$ = 68.7 BD

National TeleCom, received a national license on 23 September, 2007 and is one of the three PSTN operators to operate PSTN service all over Bangladesh. The license was granted for a period of 15 years and is renewable prior to expiry and NTC had to surrender all previous (four Zone) licenses. NTC also received one spot of 450 MHz and one spot of 1900 MHz frequency from BTRC.

The authorized capital of NTC is BDT 5,000.00 million (USD 71.43 mil) divided into 50,000,000 ordinary shares of BDT 1,000 each. NTC has a paid up capital of BDT 600.00 million (USD 8.57 mil). The 2nd company TeleBa ICT Ltd. received nation wide DDCSP license and nationwide ISP license from BTRC. TeleBa has received 2.3 GHz frequency license to operate ISP and Data service. The authorized capital of TeleBa Ltd. is BDT 200.00 million (USD 2.86 million) divided into 20,000,000 ordinary shares of BDT 100 each. NTC has a paid up capital of BDT 600.00 million (USD 0.72 mil).

Information

The proposed project envisages development of its Telecommunication Network and Internet Network to provide Voice, Data and Video on Demand Service with Microwave, Fiber Optic and Copper operating Route Networks for 2,256,500 phone subscribers, and 9,000 internet subscribers within next 5 years all over Bangladesh. Out of total project the phase-I was 40,000 cable access and 139,500 WLL subscribers, which is already implemented. 2nd Phase will be 1,038,500 subscribers and 3rd Phase will be 1,038,500 subscribers. A profile of this effect has been prepared about the project design covering in details of its probable cost, profitability and other relevant aspects. Being in Telecom Business since last 12 years the sponsors have gathered sufficient experience in this line and they are well qualified. It is expected that the expertise of the sponsors have already grown in successful operation of their present business and that will be the extra plus point for managing the company.

Corporate Management

The sponsors already formed two private limited companies (National TeleCom Ltd., and TeleBa ICT Ltd.) registered with the registrar of Joint Stock Company & Firms under the company’s act 1994. The authorized capital of NationalPhone is BDT 5000 million (equivalent USD 71.43 million). The paid up capital is BDT 600 million (equivalent USD 8.57 million). The authorized capital of TeleBa is BDT 200 million (equivalent USD 2.86 million). The paid up capital is BDT 50 million (equivalent USD 0.71 million).

Structure

The Company is a private limited company within the meaning of section 2(1) clause of the Companies Act, 1994. The following are the shares taken by each subscriber.

Shares:

Mr. Anisur Rahman Sinha - Chairman 55.0% Major (Retd.) Mohammed Jahangir - Managing Director 31.5% Mrs. Rebecca Jahangir - Shareholder 13.5%

Board of Directors of NTC:Shareholder Position Mr. Anisur Rahman Sinha Chairman Major (Retd.) Mohammad Jahangir Director

TeleBa ICT Ltd. The Company is a private limited company within the meaning of section 2(1) clause of the Companies Act, 1994. The following are the shares taken by each subscriber.

Name of the Subscribers Designation of the Subscribers % of shares taken by each subscriber Mr. Anisur Rahman Sinha Chairman 55.0% Major (Retd.) Mohammed Jahangir Managing Director 45.0%

Board of Directors of TeleBa Ltd. Shareholder Position Mr. Anisur Rahman Sinha Chairman Major (Retd.) Mohammad Jahangir Director

<>CORPORATE MANAGEMENT

Recruitment Plan NTC&T will recruit its manpower through the following:

• Junior Positions: Will be recruited locally, partly due to the need for local expertise. • Middle and Senior Positions: Will be recruited through a national search. • Senior Management: Will be recruited through a national and international search with assistance from Huawei China, ZTE China and Haier Telecom, India and placement agencies.

Staff training NTC&T staff will be trained on a regular basis to keep up their skills with the best in the world. Each employee shall be provided with 20 man-days of training per year.

Technical staff would go through planned training provided by equipment vendors. In initial years this could be more than 20 man-days per year. Details of training programs are being procured from vendors to firm up plans for technical staff training during this year. Outside experts as well as NTC&T staff shall conduct sales training for all sales staff including dealers' staff.

Customer Care and customer operations staff shall be given in-house training on business processes, complaint handling, collections and other relevant skills. All other staff shall be trained to carry out their respective functions. In order to create a sense of purpose across the company from the outset, NTC&T has created a list of values, as follows:

• Respect for individuals; • Dedication to helping customers; • Empowerment of employees; • Highest standards of integrity; • Innovation; • Community involvement.

Business License

The License is the principal asset of NTC and it gives the company basic entitlement to set up and operate fixed line voice and data network all over Bangladesh.

Licenses. The Company received licenses from BTRC to build, own and operate telecommunications network in Bangladesh.

a. National PSTN Operator License and b. Radio License. Both licenses are for an initial term of 15 years and each can be renewed for an additional five-year term.

Licienses: The Company received licenses (ISP & DDCSP) from BTRC to build, & operate data services nationwide.

a. ISP License (Internet Service) b. DDCSP License (Data Service) c. Radio License (10 MHz at 2.3 GHz)

Frequencies: Under the terms of the License Agreement, BTRC grants to NTCL Two frequencies, one career for 450 MHz and two careers for 1900 MHz renewable every year.

Effective Date. January 17, 2005 & January 27, 2005 valid for 20 years

Assignment: The Operator can assign the Licenses to an Affiliate in certain circumstances or with the prior consent of BTRC.

National and International Networks : Although the Operator is not authorized to build, own or operate an international network, it is authorized in certain circumstances and within its Licensed Network to design, build, operate and use certain national and international telecommunications facilities under Build Transfers and Build Transfer Operate arrangements pursuant to the Interconnection Agreement.1