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Transcription

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.
If you are in any doubt as to the course of action you should take, you should consult your stockbroker, bank manager, solicitor,
accountant or other professional adviser immediately.
Bursa Malaysia Securities
Berhad takes
no responsibility
for the contents
of this Circular, makes no representation as to its accuracy or
THIS
IMPORTANT
REQUIRES
YOUR
IMMEDIATE
If youCIRCULAR
are in anyIS
doubt
as to theAND
course
of action
you should
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and
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any you
loss should
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the wholesolicitor,
or any part
If you
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as to the
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you shouldfor
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or other
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immediately.
theCIRCULAR
contents
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should
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the merits
and
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(assolicitor,
set out in
THIS
IMPORTANT
AND
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ATTENTION.
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completeness
expressly
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or representation
in reliance upon
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accountant
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professional
adviser
immediately.
Bursa
Malaysia
Securities
Berhad
takes
no
responsibility
for
the
contents
of
this
Circular,
makes
no
representation
as
to
its
accuracy
or
THIS
CIRCULAR
IS
IMPORTANT
AND
REQUIRES
YOUR
IMMEDIATE
ATTENTION.
completeness
andofexpressly
disclaims
any liability
whatsoever
for any loss
fromrisks
or inofreliance
upon the
whole or
of the contents
this Circular.
You should
rely on
your own evaluation
to howsoever
assess the arising
merits and
the Proposed
Mandate
(asany
set part
out in
and
expressly
disclaims
any
liability
whatsoever
for anytoloss
howsoever
arising
from of
or the
in reliance
upon
the whole
or any
part
of completeness
the
contents
of
this
Circular.
You
should
rely
on
your
own
evaluation
assess
the
merits
and
risks
Proposed
Mandate
(as
set
out
in
this
Circular).
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Malaysia
for
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ofshould
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completeness
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disclaims
any liability
whatsoever for any loss howsoever arising from or in reliance upon the whole or any part
accountant
other
professional
adviser
immediately.
this
Circular).orand
of the contents of this Circular. You should rely on your own evaluation to assess the merits and risks of the Proposed Mandate (as set out in
this
Circular).
Bursa
Malaysia Securities Berhad takes no responsibility for the contents of this Circular, makes no representation as to its accuracy or
completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part
of the contents of this Circular. You should rely on your own evaluation to assess the merits and risks of the Proposed Mandate (as set out in
MAXIS BERHAD
this Circular).
(Company No. 867573-A)
(Incorporated in Malaysia under the Companies Act, 1965)
MAXIS BERHAD
MAXIS
BERHAD
(Company
No. 867573-A)
MAXIS
BERHAD
(Company
867573-A)
CIRCULAR
TO SHAREHOLDERS
IN RELATION
TO THE:
(Incorporated
in
Malaysia No.
under
the Companies
Act, 1965)
(Company
No.the
867573-A)
(Incorporated in Malaysia
under
Companies Act, 1965)
BERHAD
(Incorporated in MAXIS
Malaysia under
the Companies Act, 1965)
(I)
(Incorporated
in Malaysia under
the Companies
Act, 1965)
TO
IN RELATION
TO THE: FOR RECURRENT
PROPOSED CIRCULAR
RENEWAL
OF SHAREHOLDERS
EXISTING
SHAREHOLDERS’
MANDATE
CIRCULAR TO SHAREHOLDERS
IN RELATION TO THE:
MAXIS
RELATED PARTY
TRANSACTIONS
OF ABERHAD
REVENUE
OR TRADING
NATURE; AND
CIRCULAR
TO SHAREHOLDERS
IN RELATION
TO THE:
(Incorporated
in
Malaysia
under the Companies
Act, 1965)
CIRCULAR TO SHAREHOLDERS
IN RELATION
TO
THE: FOR RECURRENT
PROPOSED
OF EXISTING SHAREHOLDERS’
PROPOSED RENEWAL
NEW SHAREHOLDERS’
MANDATE FORMANDATE
ADDITIONAL
RECURRENT
PROPOSED
RENEWAL
OF EXISTING
SHAREHOLDERS’
MANDATE
FOR RECURRENT
RELATED
PARTY
TRANSACTIONS
OF
A
REVENUE
OR
TRADING
NATURE;
RELATED PARTY
TRANSACTIONS
OF ASHAREHOLDERS’
REVENUE OR TRADING
NATURE
PROPOSED
RENEWAL
OF EXISTING
MANDATE
FOR AND
RECURRENT
RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE; AND
CIRCULAR
TO SHAREHOLDERS
IN RELATION
TO THE:
RELATED PARTY
TRANSACTIONS
OF A REVENUE
OR TRADING
NATURE; AND
(I)
PROPOSED RENEWAL
OF EXISTING SHAREHOLDERS’
FOR RECURRENT
(II)
PROPOSED
NEW
SHAREHOLDERS’
MANDATE FOR MANDATE
ADDITIONAL
RECURRENT
(COLLECTIVELY
THE
“PROPOSED
MANDATE”)
(II)
PROPOSED
NEW
SHAREHOLDERS’
MANDATE
FOR
ADDITIONAL
RECURRENT
RELATED
PARTY
TRANSACTIONS
OF
A
REVENUE
OR
TRADING
NATURE;
AND
RELATED
PARTY
TRANSACTIONS
OF
A
REVENUE
OR
TRADING
NATURE
(II)
PROPOSED NEW SHAREHOLDERS’ MANDATE FOR ADDITIONAL RECURRENT
RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE
(I)
PROPOSED
RENEWAL
OF EXISTING
MANDATE
FOR RECURRENT
RELATED
PARTY
TRANSACTIONS
OF ASHAREHOLDERS’
REVENUE OR TRADING
NATURE
(II)
PROPOSED NEW SHAREHOLDERS’ MANDATE FOR ADDITIONAL RECURRENT
RELATEDTHE
PARTY
TRANSACTIONS
OF AND
A REVENUE OR TRADING NATURE; AND
(COLLECTIVELY
“PROPOSED
MANDATE”)
RELATED
PARTY
TRANSACTIONS
OF A REVENUE OR TRADING NATURE
(COLLECTIVELY
THE
“PROPOSED
MANDATE”)
(COLLECTIVELY THE “PROPOSED MANDATE”)
(II)
PROPOSED NEW
SHAREHOLDERS’
MANDATE
FOR
ADDITIONAL RECURRENT
NOTICE
OF EXTRAORDINARY
GENERAL
MEETING
(COLLECTIVELY
“PROPOSED
MANDATE”)
RELATEDTHE
PARTY
TRANSACTIONS
OF AND
A REVENUE OR TRADING NATURE
AND
AND
NOTICE OF EXTRAORDINARY
GENERAL MEETING
(COLLECTIVELY THE “PROPOSED
MANDATE”)
NOTICE OF EXTRAORDINARY
AND GENERAL MEETING
NOTICE OF EXTRAORDINARY GENERAL MEETING
(I)
(II)
(I)
(I)
AND
The Notice of Extraordinary General Meeting (“EGM”) and the Form of Proxy are set out in this Circular. The EGM will be held as
follows:
DateNotice
and time
of EGM
: Wednesday,
20 April and
2016the
at Form
11.30 of
a.m.
or immediately
conclusion
the will
adjournment
of
The
of Extraordinary
General
Meeting (“EGM”)
Proxy
are set out after
in thisthe
Circular.
The or
EGM
be held as
Seventh
Annualand
General
Meeting
whichare
willset
be out
heldinatthis
the Circular.
same venue
onwill
thebe
same
The
Notice of Extraordinary Generalour
Meeting
(“EGM”)
the Form
of Proxy
The and
EGM
heldday
as at
follows:
The Notice of Extraordinary General
Meeting
and the Form
Proxy
are set out
in this Circular. The EGM will be held as
10.00
a.m. or(“EGM”)
any adjournment
of theofEGM,
whichever
is later.
follows:
follows:
Date
and time
EGM
: Wednesday,
20 April and
2016the
at 11.30
a.m.
or immediately
theCircular.
conclusion
the adjournment
of
The
Notice
of of
Extraordinary
General
Meeting
(“EGM”)
FormDarby
of
Proxy
are set Centre,
out after
in this
Theor
EGM
will60000
be held
as
Venue
EGM
Grand
Ballroom,
Floor,
Sime
1Aconclusion
Jalan Bukit
1,
Kuala
Date
and of
time
of EGM
: : Wednesday,
April1st
2016
at 11.30
a.m.which
orConvention
immediately
the
or Kiara
the
of at
our Seventh20Annual
General
Meeting
will be heldafter
at the
same venue and
onadjournment
the same day
follows:
Lumpur,
Malaysia
Date and time of EGM
: ourWednesday,
20 April
2016 Meeting
at 11.30which
a.m. or immediately
after
the conclusion
Seventh
General
be held is
at later.
the
same
venue and or
on the
the adjournment
same day at of
10.00
a.m. Annual
or any adjournment
of the EGM,will
whichever
our Seventh
Annual
General of
Meeting
which
will be held
at the same venue and on the same day at
10.00
a.m.
or any
adjournment
the EGM,
whichever
is out
later.
The
Notice
of
Extraordinary
General
Meeting
(“EGM”)
and
the
Form
of
Proxy
are
set
in
this
Circular.
The
EGM
will be held as
Date
and time
of EGM
:: Wednesday,
20
2016
at 11.30
immediately
after the conclusion or the adjournment
of
Last date
and time
for
Monday,
2016
at 11.29
10.00
a.m.18orApril
anyApril
adjournment
ofa.m.
the a.m.
EGM,orwhichever
is later.
Venue
EGM
: Grand
Ballroom,
1stGeneral
Floor, Sime
Darby
Convention
Centre,
Jalan
Bukitand
Kiara
1, 60000
Kuala
follows:ofthe
our Seventh
Annual
Meeting
which
will be held
at the1A
same
venue
on the
same day
at
lodging
Form
of
Proxy
Venue of EGM
: Grand
Ballroom,
1st
Floor,
Sime
Darby
Convention
Centre,
1A
Jalan
Bukit
Kiara
1,
60000
Kuala
Lumpur,
Malaysia
10.00 a.m.
or any 1st
adjournment
of the
EGM,
whicheverCentre,
is later. 1A Jalan Bukit Kiara 1, 60000 Kuala
Venue of EGM
: Lumpur,
Grand
Ballroom,
Floor, Sime
Darby
Convention
Malaysia
If youand
aretime
entitled
to attend and
at theMalaysia
EGM,
appoint
a proxy
to attend
on yourorbehalf.
If you wish of
to
Date
of EGM
: vote
Wednesday,
20 you
Aprilmay
2016
at 11.30
a.m. or
or proxies
immediately
afterand
the vote
conclusion
the adjournment
Lumpur,
Last
date
and
time
for
:
Monday,
18
April
2016
at
11.29
a.m.
Venue
EGM
: Grand
Ballroom,
1st General
Floor,
Sime
Darby
Convention
Centre,
1A
Jalan
Bukitand
Kiara
1, 60000
Kuala
dodate
so, of
you
mustfor
deposit the: Form
of Seventh
Proxy
at Annual
the
office
of our
Company’s
Share
Registrar,
Symphony
Share
Registrars
Sdn Bhd
at
our
Meeting
which
will be
held
at the
same
venue
on the
same
day
at
Last
and
time
Monday,
18
April
2016
at
11.29
a.m.
lodging the Form of Proxy
Lumpur,
Malaysia
Level
6,
Symphony
House,
Block
D13,
Pusat
Dagangan
Dana
1,
Jalan
PJU
1A/46,
47301
Petaling
Jaya,
Selangor,
Malaysia,
not
less
10.00
a.m.
or
any
adjournment
of
the
EGM,
whichever
is
later.
Last
date
and
time
for
:
Monday,
18
April
2016
at
11.29
a.m.
lodging the Form of Proxy
than 48the
hours
before
the time appointed for the EGM or any adjournment thereof. The lodging of the Form of Proxy will not preclude
lodging
Form
of Proxy
If youdate
areand
entitled
attend and
at the 18
EGM, you
may
a proxy or proxies to attend and vote on your behalf. If you wish to
Last
timeto
for
:invote
Monday,
2016
at appoint
11.29
a.m.
you are
from
attending
and voting
person
atBallroom,
the April
EGM
should
youSime
subsequently
wish totodoattend
so. and1Avote
Venue
ofentitled
EGM
Grand
1st
Floor,
Darby
Centre,
Jalan
Bukitbehalf.
Kiara 1,
60000
Kuala
If you
todeposit
attend
andForm
vote
at
EGM,
youoffice
may
appoint
a proxy
or Convention
proxies
onShare
your
If you
wish
to at
do
so,
you
must
the
of the
Proxy
at the
of our Company’s
Share Registrar,
Symphony
Registrars
Sdn
Bhd
lodging
the
Form
of
Proxy
Lumpur,
Malaysia
youyou
aremust
entitled
to attend
and vote
at theat
EGM,
you may
appoint
a proxyShare
or proxies
to attend
and vote
on your
behalf. Sdn
If youBhd
wish
to
doIf
so,
deposit
the
Form
of
Proxy
the
office
of
our
Company’s
Registrar,
Symphony
Share
Registrars
Level 6, Symphony House, Block D13, Pusat Dagangan Dana 1, Jalan PJU 1A/46, 47301 Petaling Jaya, Selangor, Malaysia, not at
less
do so,
you must deposit
the
Form
of Pusat
Proxy Dagangan
at the office
of our
Company’s
Share47301
Registrar,
Symphony
Share Registrars
Sdn
Bhd
Level
6,48Symphony
House,
Block
D13,
Dana
1,dated
Jalan
PJU
1A/46,
Petaling
Jaya,
Selangor,
Malaysia,
not
less at
than
hours
before
the
time
appointed
for
the
EGM
or
any
adjournment
thereof.
The
lodging
of
the
Form
of
Proxy
will
not
preclude
This
Circular
is
23
March
2016
If
youdate
areSymphony
entitled
attend and
at Pusat
the 18
EGM,
you may
a proxy
or1A/46,
proxies
to attend
and vote on
your behalf.
If younot
wish
to
Last
and
timetofor
: vote
Monday,
April
at appoint
11.29
a.m.
Level
6,
House,
D13,
Dagangan
Dana
1, Jalan
PJU
47301
Petaling
Malaysia,
less
than
48
hours
before
the
timeBlock
appointed
for
EGM2016
or any
adjournment
thereof.
lodging
of the Jaya,
Form Selangor,
of Proxy will
not preclude
you
from
attending
and
voting
in person
at theatEGM
should
you
subsequently
wishThe
toRegistrar,
do
so. Symphony
do
so,
must
deposit
Form
of Proxy
office
of
Company’sthereof.
Share
Share Registrars Sdn Bhd at
lodging
the
Form
of Proxy
than
48you
hours
before
the the
time
appointed
forEGM
thethe
EGM
or you
anyour
adjournment
The
you
from
attending
and
voting
in person
at the
should
subsequently
wish to do
so.lodging of the Form of Proxy will not preclude
Level
6, Symphony
House,
Block
D13, Pusat
Dana
Jalan PJU 1A/46,
you from
attending and
voting
in person
at the Dagangan
EGM should
you 1,
subsequently
wish to47301
do so. Petaling Jaya, Selangor, Malaysia, not less
than
hours
before
the time
forEGM,
the EGM
or any
adjournment
thereof.
Thetolodging
of the
Form
of Proxy
will Ifnot
If you48are
entitled
to attend
andappointed
vote at the
you may
a23
proxy
or proxies
attend and
vote
on your
behalf.
youpreclude
wish to
This
Circular
isappoint
dated
March
2016
you
from
attending
and voting
in person
at This
theatEGM
should
wish
do so. Symphony Share Registrars Sdn Bhd at
do so,
you
must deposit
the Form
of Proxy
the office
oursubsequently
Company’s
Circular
isofyou
dated
23 MarchShare
2016toRegistrar,
This
CircularDana
is dated
23 March
201647301 Petaling Jaya, Selangor, Malaysia, not less
Level 6, Symphony House, Block D13, Pusat
Dagangan
1, Jalan
PJU 1A/46,
than 48 hours before the time appointed for the EGM or any adjournment thereof. The lodging of the Form of Proxy will not preclude
This Circular is dated 23 March 2016
you from attending and voting in person at the EGM should you subsequently wish to do so.
This Circular is dated 23 March 2016
CONTENTS
PAGE
LETTER TO SHAREHOLDERS
CONTAINING:
IN
RELATION
TO
THE
PROPOSED
MANDATE
1.
INTRODUCTION
1
2.
BACKGROUND INFORMATION
PROPOSED MANDATE
3.
DETAILS OF THE PROPOSED MANDATE
2
4.
RATIONALE FOR THE PROPOSED MANDATE
8
5.
EFFECTS OF THE PROPOSED MANDATE
8
6.
APPROVAL REQUIRED
8
7.
INTERESTS OF DIRECTORS AND MAJOR SHAREHOLDERS
AND/OR PERSONS CONNECTED
8
8.
DIRECTORS’ RECOMMENDATION
9
9.
EGM
9
10.
FURTHER INFORMATION
9
IN
RESPECT
OF
THE
2
APPENDICES
I.
NATURE OF THE
TRANSACTIONS
RECURRENT
RELATED
PARTY
10
II.
DETAILS OF THE OUTSTANDING RECURRENT RELATED
PARTY TRANSACTIONS RECEIVABLES
25
III.
DETAILS OF THE SHAREHOLDINGS OF THE DIRECTORS
AND MAJOR SHAREHOLDERS IN OUR COMPANY AND
PERSONS CONNECTED TO THEM WHO ARE INTERESTED
IN THE PROPOSED MANDATE
26
IV.
ABSTENTION FROM VOTING
29
V.
ADDITIONAL INFORMATION
38
NOTICE OF EGM
ENCLOSED
FORM OF PROXY
ENCLOSED
i
i
DEFINITIONS
Except where the context otherwise requires, the following definitions shall apply throughout this Circular:
Act
:
Companies Act, 1965, as amended, supplemented or modified from time to
time
AD5SB
:
Astro Digital 5 Sdn Bhd (488331-D), a wholly-owned subsidiary of AMH
which is a Person Connected to Major Shareholders of our Company
AGM
:
Annual General Meeting
AMH
:
Astro Malaysia Holdings Berhad (932533-V)
AMH Group
:
AMH and any body corporate where AMH has equity interests of 10% or
more
ARSB
:
Astro Radio Sdn Bhd (403472-D), a wholly-owned subsidiary of AMH which
is a Person Connected to Major Shareholders of our Company
Audit Committee
:
Our audit committee, presently comprising Robert William Boyle, Tan Sri
Mokhzani bin Mahathir, Hamidah Naziadin, Mohammed Abdullah K. Alharbi
and Lim Ghee Keong
Board
:
Board of Directors of our Company
Bursa Securities
:
Bursa Malaysia Securities Berhad (635998-W)
CMSA
:
Capital Markets and Services Act 2007, as amended, supplemented or
modified from time to time
Director
:
Shall have the same meaning given in Section 2(1) of the CMSA and for the
purpose of the Proposed Mandate, includes any person who is or was within
the preceding 6 months of the date on which the terms of the transaction
were agreed upon, a director or a chief executive of our Company, our
subsidiary or holding company, in accordance with the definition in Chapter
10 of the Listing Requirements
EGM
:
Extraordinary General Meeting
Excorp
:
Excorp Holdings N.V. (76431), a Major Shareholder of our Company
Listing
Requirements
:
Main Market Listing Requirements of Bursa Securities, as amended from
time to time
LPD
:
29 February 2016, being the latest practicable date prior to the printing of
this Circular
ii ii
DEFINITIONS (cont’d)
Major Shareholder
:
A person who has an interest or interests in one or more voting shares in a
corporation and the nominal amount of that share, or the aggregate of the
nominal amounts of those shares, is:
(a)
10% or more of the aggregate of the nominal amounts of all the voting
shares in the corporation; or
(b)
5% or more of the aggregate of the nominal amounts of all the voting
shares in the corporation where such person is the largest shareholder
of the corporation.
For the purpose of this definition, “interests in shares” has the meaning given
in Section 6A of the Act.
For the purpose of the Proposed Mandate, Major Shareholder (as defined
above) includes any person who is or was within the preceding 6 months of
the date on which the terms of the transaction were agreed upon, a Major
Shareholder of our Company or any other corporation which is our
Company’s subsidiary or holding company, in accordance with the definition
in Chapter 10 of the Listing Requirements
Maxis or our
Company
:
Maxis Berhad (867573-A)
Maxis Group or our
Group
:
Collectively, Maxis and its subsidiaries
MBNS
:
MEASAT Broadcast Network Systems Sdn Bhd (240064-A), a wholly-owned
subsidiary of AMH which is a Person Connected to Major Shareholders of our
Company
MBSB
:
Maxis Broadband Sdn Bhd (234053-D), our wholly-owned subsidiary
MCB
:
Maxis Communications Berhad (158400-V), our penultimate holding
company and a Major Shareholder of our Company
MGB
:
MEASAT Global Berhad (2866-T),
Shareholders of our Company
MGB Group
:
MGB and any body corporate where MGB has equity interests of 10% or
more
MISB
:
Maxis International Sdn Bhd (240071-T), our wholly-owned subsidiary
MMSB
:
Maxis Mobile Sdn Bhd (229892-M), our wholly-owned subsidiary
MMSSB
:
Maxis Mobile Services Sdn Bhd (73315-V), our wholly-owned subsidiary
MSS
:
MEASAT Satellite Systems Sdn Bhd (247846-X), a wholly-owned subsidiary
of MGB which is a Person Connected to Major Shareholders of our
Company
PanOcean
:
PanOcean Management Limited (70421), a Major Shareholder of our
Company
Person(s)
Connected
:
Shall have the same meaning as in Paragraph 1.01, Chapter 1 of the Listing
Requirements
Proposed Mandate
:
Collectively, the Proposed Renewal of Mandate and the Proposed New
Mandate
iii iii
a
Person Connected to Major
Proposed New
Mandate
:
Proposed new shareholders’ mandate to be obtained for additional RRPTs
to be entered into, as set out in Part B of Appendix I of this Circular
Proposed Renewal
of Mandate
:
Proposed renewal of the existing shareholders’ mandate for RRPTs obtained
on 28 April 2015, as set out in Part A of Appendix I of this Circular
PSIL
:
Pacific States Investment Limited (39120), a Major Shareholder of our
Company
Related Party(ies)
:
Our Directors, Major Shareholders and/or Person(s) Connected to any of our
Directors and/or Major Shareholders
RRPTs
:
Transactions entered into or proposed to be entered into by our Group which
involve the interest, direct or indirect, of our Related Parties and which are
recurrent, of a revenue or trading nature and which are necessary for the
day-to-day operations of our Group
Shares
:
Ordinary shares of RM0.10 each in our Company
SRGAP
:
SRG Asia Pacific Sdn Bhd (385851-P), a person connected to TAK
STC
:
Saudi Telecom Company (1010150269), a Major Shareholder of our
Company
STC Group
:
STC and any body corporate where STC has equity interests of 10% or
more
Tanjong
:
Tanjong Public Limited Company, a Person Connected to Major
Shareholders of our Company and a company incorporated in England
(210874) and registered as a foreign company in Malaysia (990903-V)
Tanjong Group
:
Tanjong and any body corporate where Tanjong has equity interests of 10%
or more
TCCPM
:
Tanjong City Centre Property Management Sdn Bhd (357133-T), a whollyowned subsidiary of Tanjong Property Management Sdn Bhd (357136-K)
which in turn is a wholly-owned subsidiary of Tanjong through Tanjong Asset
Holdings Sdn Bhd (359779-A) which is a Person Connected to Major
Shareholders of our Company
TGV
:
TGV Cinemas Sdn Bhd (305598-W), a wholly-owned subsidiary of Tanjong
Entertainment Sdn Bhd (220571-U) which in turn is a wholly-owned
subsidiary of Tanjong which is a Person Connected to Major Shareholders of
our Company
Transacting Party
:
A party with which our Company or any of our subsidiaries has entered, or
may or intend to enter, into a RRPT under the Proposed Mandate
UMTS
:
UMTS (Malaysia) Sdn Bhd (520422-D), a wholly-owned subsidiary of
Advanced Wireless Technologies Sdn Bhd which in turn is a 75%-owned
subsidiary of our Company
UT Group
:
UTSB and any body corporate where UTSB has equity interests of 10% or
more
UTES
:
Usaha Tegas Equity Sdn Bhd (209844-K), a wholly-owned subsidiary of
UTSB which is a Person Connected to Major Shareholders of our Company
UTSB
:
Usaha Tegas Sdn Bhd (121062-M), a Major Shareholder of our Company
iv iv
UTSBM
:
UTSB Management Sdn Bhd (192357-M), a wholly-owned subsidiary of
UTSB which is a Person Connected to Major Shareholders of our Company
:
Ringgit Malaysia and sen, the lawful currency of Malaysia
:
Square foot
CURRENCY
RM and sen
MEASUREMENT
Sq ft
Unless otherwise stated, the information set out above in relation to the Major Shareholders, Directors and
Persons Connected is as at the LPD.
All references to “our Company” in this Circular means Maxis, references to “our Group” and “Maxis Group”
mean our Company and our subsidiaries. References to “we”, “us”, “our” and “ourselves” mean our
Company, or where the context otherwise requires, our Group. All references to “you” in this Circular mean
the shareholders of our Company, unless the context otherwise requires.
Words denoting the singular shall include the plural and vice versa, and words denoting the masculine
gender shall, where applicable, include the feminine and/or neuter genders, and vice versa. References to
persons shall include corporations.
Any reference to any enactment in this Circular is a reference to that enactment as for the time being
amended or re-enacted.
Any discrepancies in the tables included in this Circular between the amounts listed, actual figures and the
totals thereof are due to rounding.
Any reference to time of day in this Circular is a reference to Malaysian time, unless otherwise stated.
(The rest of this page has been intentionally left blank)
vv
GLOSSARY OF TECHNICAL TERMS
2G
:
Second generation or 2G refers to the digital wireless communications
system which uses circuit switching technology. GSM is one of the most
widely used 2G mobile systems
3G
:
Third generation digital wireless communications system which uses both
circuit and packet switching technology and offers higher speed data
transmission rates (between 64kbps to 384kbps) than those available under
2G. Wideband Code Division Multiple Access and Code Division Multiple
Access 2000 are 2 of the leading 3G technologies
bandwidth
:
The information carrying capacity of a communications channel expressed in
the form of rate of data transfer (bits per second or multiples of it)
base station
:
A transceiver station located within a cell used for communication between
mobile devices and a base station controller or mobile switching centre
broadband
:
Transmission capacity having a bandwidth greater than 256kbps; capable of
high-speed data transmission
BTS
:
Base Transceiver Station; radio equipment contained in a base station that
is used for transmitting and receiving signals to and from a mobile device
within a single cell
DIA
:
Dedicated Internet access (service provided to offices)
GSM
:
Global System for Mobile communications; being one of the most widely
used 2G mobile systems or mobile communications, initially developed to
standardise the use of mobile technology in Europe
Internet
:
The interconnection of servers worldwide that provides communications and
application services to an international base of business, consumers,
education, research, government and other organisations
IPTV
:
Internet Protocol Television
IT
:
Information Technology
kbps
:
1 thousand bits per second
LAN
:
Local Area Network; a short distance data communications network (usually
within a building)
leased circuit
:
Point-to-point leased line between offices
leased line
:
A permanent fibre optic or telephone connection between two points set up
by a telecommunications carrier. It can be used for telephone, data or
Internet services
Mbps
:
1 million bits per second
Metro-E
Metro-Ethernet (which provides data connection between offices)
MPLS
Multi Protocol Label Switching; a mechanism in high-performance
telecommunications networks which directs and carries data from one
network node to the next
network
:
A group of 2 or more computer systems or telecommunications elements
linked together
roaming
:
When mobile subscribers leave their own mobile carrier’s home network and
move on to other mobile operators’ networks
server
:
A shared computer on a LAN that provides services to other computers in
the network
vi vi
Maxis
Maxis
Berhad
Berhad
(Company
(Company
No.:No.:
867573-A)
867573-A)
(Incorporated
(Incorporated
in Malaysia
in Malaysia
under
under
thethe
Companies
Companies
Act,Act,
1965)
1965)
Registered
Registered
Office:
Office:
Level
Level
21,21,
Menara
Menara
Maxis
Maxis
Kuala
Kuala
Lumpur
Lumpur
City
City
Centre
Centre
OffOff
Jalan
Jalan
Ampang
Ampang
50088
50088
Kuala
Kuala
Lumpur
Lumpur
Malaysia
Malaysia
2323
March
March
2016
2016
Board
Board
of of
Directors:
Directors:
Raja
Raja
Tan
Tan
SriSri
Dato’
Dato’
Seri
Seri
Arshad
Arshad
binbin
Raja
Raja
Tun
Tun
Uda
Uda
(Chairman/Independent
(Chairman/Independent
Non-Executive
Non-Executive
Director)
Director)
Robert
Robert
William
William
Boyle
Boyle
(Independent
(Independent
Non-Executive
Non-Executive
Director)
Director)
Tan
Tan
SriSri
Mokhzani
Mokhzani
binbin
Mahathir
Mahathir
(Independent
(Independent
Non-Executive
Non-Executive
Director)
Director)
Hamidah
Hamidah
Naziadin
Naziadin
(Independent
(Independent
Non-Executive
Non-Executive
Director)
Director)
Robert
Robert
Alan
Alan
Nason
Nason
(Independent
(Independent
Non-Executive
Non-Executive
Director)
Director)
Fraser
Fraser
Mark
Mark
Curley
Curley
(Non-Executive
(Non-Executive
Director)
Director)
Mohammed
Mohammed
Abdullah
Abdullah
K. K.
Alharbi
Alharbi
(Non-Executive
(Non-Executive
Director)
Director)
Lim
Lim
Ghee
Ghee
Keong
Keong
(Non-Executive
(Non-Executive
Director)
Director)
Alvin
Alvin
Michael
Michael
Hew
Hew
Thai
Thai
Kheam
Kheam
(Non-Executive
(Non-Executive
Director)
Director)
Morten
Morten
Lundal
Lundal
(Executive
(Executive
Director/Chief
Director/Chief
Executive
Executive
Officer)
Officer)
To:
To:
Our
Our
Shareholders
Shareholders
Dear
Dear
Sir/Madam
Sir/Madam
(I) (I)
PROPOSED
PROPOSED
RENEWAL
RENEWALOFOF
EXISTING
EXISTINGSHAREHOLDERS’
SHAREHOLDERS’
MANDATE
MANDATE
FOR
FOR
RECURRENT
RECURRENT
RELATED
RELATED
PARTY
PARTY
TRANSACTIONS
TRANSACTIONS
OFOF
A REVENUE
A REVENUE
OROR
TRADING
TRADING
NATURE;
NATURE;
AND
AND
(II)(II)
PROPOSED
PROPOSEDNEW
NEW SHAREHOLDERS’
SHAREHOLDERS’MANDATE
MANDATEFOR
FOR ADDITIONAL
ADDITIONAL RECURRENT
RECURRENT
RELATED
RELATED
PARTY
PARTY
TRANSACTIONS
TRANSACTIONS
OFOF
A REVENUE
A REVENUE
OROR
TRADING
TRADING
NATURE
NATURE
1. 1.
INTRODUCTION
INTRODUCTION
OnOn
2828
April
April
2015,
2015,
wewe
obtained
obtained
a mandate
a mandate
from
from
you
you
in in
respect
respect
of,of,
amongst
amongst
others,
others,
thethe
RRPTs
RRPTs
setset
outout
in Part
in Part
A of
A of
Appendix
Appendix
I ofI of
thisthis
Circular.
Circular.
In In
accordance
accordance
with
with
thethe
Listing
Listing
Requirements,
Requirements,
thethe
mandate
mandate
referred
referred
to to
above
above
shall
shall
lapse
lapse
at at
thethe
conclusion
conclusion
of of
ourour
forthcoming
forthcoming
AGM,
AGM,
unless
unless
authority
authority
forfor
its its
renewal
renewal
is is
obtained
obtained
from
from
you
you
at at
ourour
forthcoming
forthcoming
EGM.
EGM.
In In
addition
addition
to to
thethe
Proposed
Proposed
Renewal
Renewal
of of
Mandate,
Mandate,
ourour
Company
Company
willwill
also
also
bebe
seeking
seeking
a new
a new
shareholders’
shareholders’
mandate
mandate
forfor
ourour
Group
Group
to to
enter
enter
into
into
additional
additional
RRPTs.
RRPTs.
Accordingly,
Accordingly,onon2424February
February
2016,
2016,ourourCompany
Companyannounced
announcedto toBursa
BursaSecurities
Securitiesthat
thatourour
Company
Company
intends
intends
to to
seek
seek
your
your
approval
approval
forfor
thethe
Proposed
Proposed
Mandate
Mandate
at at
ourour
forthcoming
forthcoming
EGM.
EGM.
The
The
purpose
purpose
of of
thisthis
Circular
Circular
is is
to to
provide
provide
you
you
with
with
thethe
relevant
relevant
information
information
pertaining
pertaining
to to
thethe
Proposed
ProposedMandate
Mandateand
andto toseek
seekyour
yourapproval
approvalforforthetheresolutions
resolutionsin inconnection
connectionwith
withthethe
Proposed
Proposed
Mandate
Mandate
to to
bebe
tabled
tabled
at at
ourour
forthcoming
forthcoming
EGM.
EGM.
The
The
notice
notice
of of
thethe
EGM
EGM
and
and
thethe
Form
Form
of of
Proxy
Proxy
areare
enclosed
enclosed
in this
in this
Circular.
Circular.
1
1 1
YOU
YOU ARE
ARE ADVISED
ADVISED TO
TO READ
READ THE
THE CONTENTS
CONTENTS OF
OF THIS
THIS CIRCULAR
CIRCULAR CAREFULLY
CAREFULLY BEFORE
BEFORE
VOTING
ON
THE
RESOLUTIONS
PERTAINING
TO
THE
PROPOSED
VOTING ON THE RESOLUTIONS PERTAINING TO THE PROPOSED MANDATE
MANDATE TO
TO BE
BE
TABLED
AT
OUR
FORTHCOMING
EGM.
TABLED AT OUR FORTHCOMING EGM.
2.
2.
BACKGROUND
BACKGROUND INFORMATION
INFORMATION IN
IN RESPECT
RESPECT OF
OF THE
THE PROPOSED
PROPOSED MANDATE
MANDATE
Paragraph
Paragraph 10.09
10.09 of
of the
the Listing
Listing Requirements
Requirements provides
provides that
that a
a listed
listed issuer
issuer may
may seek
seek its
its
shareholders’
mandate
for
related
party
transactions
which
are
recurrent,
of
a
revenue
or
shareholders’ mandate for related party transactions which are recurrent, of a revenue or trading
trading
nature
nature and
and which
which are
are necessary
necessary for
for the
the day-to-day
day-to-day operations
operations of
of a
a listed
listed issuer
issuer or
or its
its
subsidiaries,
subject
to
the
following:
subsidiaries, subject to the following:
(a)
(a)
the
the transactions
transactions are
are in
in the
the ordinary
ordinary course
course of
of business
business and
and are
are on
on terms
terms not
not more
more
favourable
to
the
related
party
than
those
generally
available
to
the
public;
favourable to the related party than those generally available to the public;
(b)
(b)
the
the shareholders’
shareholders’ mandate
mandate is
is subject
subject to
to annual
annual renewal
renewal and
and disclosure
disclosure is
is made
made in
in the
the
annual
report
of
the
aggregate
value
of
transactions
conducted
pursuant
to
annual report of the aggregate value of transactions conducted pursuant to the
the
shareholders’
mandate during
during the
the financial
financial year
year (based
(based on
on the
the type
type of
of transactions,
transactions,
names
of
related
parties
involved
in
each
type
of
transaction
made
and
their
names of related parties involved in each type of transaction made and their relationship
relationship
with
with the
the listed
listed issuer),
issuer), where
where the
the aggregated
aggregated value
value is
is equal
equal to
to or
or more
more than
than the
the following
following
thresholds
thresholds in
in relation
relation to
to a
a listed
listed issuer
issuer with
with an
an issued
issued and
and paid-up
paid-up share
share capital
capital of
of RM60
RM60
million
and
above:
million and above:
(i)
(i)
the
the consideration,
consideration, value
value of
of the
the assets,
assets, capital
capital outlay
outlay or
or costs
costs of
of the
the aggregated
aggregated
transactions
is
RM1
million
or
more;
or
transactions is RM1 million or more; or
(ii)
(ii)
the
the percentage
percentage ratio
ratio of
of such
such aggregated
aggregated transactions
transactions is
is 1%
1% or
or more,
more,
whichever
whichever is
is the
the higher;
higher;
(c)
(c)
in
in a
a meeting
meeting to
to obtain
obtain shareholders’
shareholders’ mandate,
mandate, the
the interested
interested director,
director, interested
interested major
major
shareholder
or
interested
person
connected
with
a
director
or
major
shareholder;
shareholder or interested person connected with a director or major shareholder; and
and
where
where itit involves
involves the
the interest
interest of
of an
an interested
interested person
person connected
connected with
with a
a director
director or
or major
major
shareholder,
shareholder, such
such director
director or
or major
major shareholder,
shareholder, must
must not
not vote
vote on
on the
the resolution
resolution to
to
approve
the
transactions.
An
interested
director
or
interested
major
shareholder
approve the transactions. An interested director or interested major shareholder must
must
ensure
ensure that
that persons
persons connected
connected with
with him
him abstain
abstain from
from voting
voting on
on the
the resolution
resolution approving
approving
the
transactions;
and
the transactions; and
(d)
(d)
the
the listed
listed issuer
issuer immediately
immediately announces
announces to
to Bursa
Bursa Securities
Securities when
when the
the actual
actual value
value of
of a
a
recurrent
related
party
transaction
entered
into
by
the
listed
issuer
exceeds
recurrent related party transaction entered into by the listed issuer exceeds the
the
estimated
estimated value
value of
of such
such recurrent
recurrent related
related party
party transaction
transaction disclosed
disclosed in
in the
the circular
circular by
by
10%
10% or
or more
more and
and must
must include
include the
the information
information as
as may
may be
be prescribed
prescribed by
by Bursa
Bursa
Securities
Securities in
in its
its announcement.
announcement.
Where
Where a
a listed
listed issuer
issuer has
has procured
procured a
a shareholders’
mandate pursuant
pursuant to
to Paragraph
Paragraph 10.09(2)
10.09(2) of
of
the
Listing
Requirements,
the
provisions
of
Paragraph
10.08
of
the
Listing
Requirements
the Listing Requirements, the provisions of Paragraph 10.08 of the Listing Requirements will
will not
not
apply.
apply.
3.
3.
DETAILS
DETAILS OF
OF THE
THE PROPOSED
PROPOSED MANDATE
MANDATE
3.1
3.1
Terms
Terms of
of RRPTs
RRPTs
The
The RRPTs
RRPTs under
under the
the Proposed
Proposed Mandate
Mandate have
have been
been or
or will
will be
be entered
entered into
into (as
(as the
the case
case may
may
be)
on
normal
commercial
terms,
at
arm’s
length,
in
the
best
interests
of
our
Group,
be) on normal commercial terms, at arm’s length, in the best interests of our Group, on
on terms
terms
that
that are
are not
not more
more favourable
favourable to
to our
our Related
Related Parties
Parties than
than those
those generally
generally available
available to
to the
the public,
public,
and
will
not
be
detrimental
to
our
non-interested
shareholders.
and will not be detrimental to our non-interested shareholders.
3.2
3.2
The
The Related
Related Parties
Parties to
to which
which the
the Proposed
Proposed Mandate
Mandate is
is applicable
applicable
The
The Proposed
Proposed Mandate
Mandate will
will be
be applicable
applicable to
to those
those Related
Related Parties
Parties comprising
comprising our
our Directors,
Directors,
Major
Shareholders
and
Persons
Connected
to
them,
who
are
more
particularly
Major Shareholders and Persons Connected to them, who are more particularly described
described in
in
Section
Section 7
7 and
and Appendices
Appendices II and
and III
III of
of this
this Circular.
Circular.
2
2
2
3.3
Categories of RRPTs
Our principal activity is that of investment holding whilst the principal activities of our Group
include the provision of mobile, fixed line and international gateway telecommunications services
as well as Internet and broadband services and corporate support functions for our Group.
The categories of RRPTs under the Proposed Mandate relate principally to the purchase of
telecommunications related services, rental of assets/premises and its related services/charges
and promotional and marketing activities in the ordinary course of business of the members of
our Group, details of which are as follows:
(a)
Purchase of telecommunications related services
The RRPTs that may or will be entered into with the relevant Transacting Parties under
this category include, without limitation:


(b)
the use of Related Parties’ systems to offer electronic information and
transaction based services and contents and to deliver online information based
services; and
the provision of call handling and other telemarketing services.
Rental of assets/premises and its related charges/services
this category include, without limitation:




(c)
the lease of transponders and satellite bandwidth;
the rental of BTS sites;
the rental of other premises for operations, briefings and promotions; and
the payment of other service charges for the rented premises.
Promotional and marketing activities
this category relate to promotional and marketing activities, promotional devices offers,
subsidising of movie tickets and strategic partnerships for co-marketing and sales of
fibre and IPTV services.
(d)
Service activities
this category relate to services for business, provision of third party contract staff and
corporate management services.
3.4
Nature of the RRPTs
Details of the RRPTs for which the Proposed Mandate is being sought, as well as the
Transacting Parties, the interested Related Parties and the nature of their relationships with our
Group, are set out in Appendix I of this Circular.
RRPTs that do not fall within the ambit of the Proposed Mandate will be subject to other
applicable provisions of the Listing Requirements, the Act and/or any applicable law.
3
3
3.5
Amounts due and owing to our Group by related parties pursuant to RRPT (“Outstanding
RRPT Receivables”)
The aggregate principal amount of Outstanding RRPT Receivables from our Group’s Related
Parties which have exceeded the credit term as at 31 December 2015 is approximately
RM10.44 million, the details of which are as set out in Appendix II of this Circular.
In relation to the Outstanding RRPT Receivables, no late payment charges are imposed. This is
due to, amongst others, our Group’s domestic industry practices whereby no late payment
charges are imposed. The same basis is applied towards our related and non-related parties.
Our Group has taken action in respect of recovering the above amounts due to our Group, which
includes sending reminder letters to the customers and following up closely with calls. Clearing
houses have also been appointed to assist the recovery of the outstanding amounts. Given the
courses of action taken, our Board is of the view that the Outstanding RRPT Receivables will be
recoverable.
3.6
Basis of estimated value of RRPTs
The estimated transaction values of the RRPTs, for which the Proposed Mandate is being
sought, as set out in Appendix I of this Circular are based on estimated prevailing prices which
are or will be formalised in agreements/contracts to be entered into by relevant members of our
Group with the Transacting Parties based on our Group’s usual levels of transaction and on the
projected business volume from the date of our forthcoming EGM to our next AGM. The actual
value of transactions may, however, vary from the estimated value disclosed in Appendix I of
this Circular if there should occur any changes in the business, economic and/or competitive
environment.
Nevertheless, if the Proposed Mandate is approved, disclosure will be made in accordance with
the Listing Requirements in the annual report of our Company for the financial year which will
end on 31 December 2016 of the aggregate value of transactions conducted pursuant to the
Proposed Mandate as approved during the financial year.
3.7
Benefits to our Group
The supply of telecommunications and other services disclosed in Appendix I of this Circular is
to be provided by the relevant members of our Group in their ordinary course of business, and
on our Group’s normal commercial terms and on terms which will be no more favourable to the
Transacting Parties than those generally available to the public. These transactions are
beneficial to our Group as they represent an additional source of income for our Group.
The services, which include content, the rental of assets/premises (including transponders) and
the promotional and marketing activities to be received by relevant members of our Group from
the Transacting Parties, as set out in Appendix I of this Circular, are to be provided on terms
which will be no more favourable to the Transacting Parties than those generally available to the
public. Further, the services to be received by our Group as set out in Appendix I of this Circular
such as the call handling services and the development of entertainment services will enhance
the services provided to our Group’s mobile subscribers and thereby contribute to the generation
of revenue for our Group. Further, our operations are efficiently managed through the utilisation
of our Related Parties’ expertise and resources.
Your Board is of the view that the close working relationships and co-operation with the
Transacting Parties will allow our Group to be more competitive in the provision of
telecommunications and other business related services.
3.8
Review procedures for the RRPTs
Our Group has established the following procedures and guidelines and internal controls to
ensure that RRPTs have been or will be entered into on normal commercial terms and on terms
which are or will not be more favourable to the Transacting Parties than those generally
available to third parties dealing at arm’s length and are not or will not be to the detriment of our
Company’s non-interested shareholders:
4
4
(a)
To support and supplement the internal control systems, our Company has adopted the
following additional review and approval procedures for RRPTs which are within the
Proposed Mandate:
(i)
Individual RRPTs below RM60 million each in value will be reviewed and
approved in accordance with our Company’s Manual of Limits of Authority
(“LOA”) with limits of approval levels varying with the value and nature of the
transactions. For example, a transaction of a technological or IT in nature with a
value of between RM1 million and RM15 million will require the joint approval of
the Chief Financial and Strategy Officer and the Chief Technology Officer of our
Company. A transaction above RM15 million up to RM60 million will require the
approval of the Chief Executive Officer of our Company;
(ii)
Individual RRPTs exceeding RM60 million each in value will be reviewed and
considered by the Audit Committee and thereafter, if the Audit Committee shall
deem fit, will be recommended to your Board for approval;
(iii)
Variations to the terms and conditions of the individual RRPTs will be reviewed
and approved in accordance with our Company’s LOA; and
(iv)
A quarterly report on all RRPTs transacted in that quarter will be produced to
the Audit Committee for its reference;
(b)
All operating divisions and our subsidiaries are required to review their existing
information systems on an ongoing basis to ensure that features are incorporated into
the systems for capturing information on RRPTs at source;
(c)
Information on Related Parties and review procedures applicable to all RRPTs which
involve the interest, direct or indirect, of such Related Parties have been disseminated
to all operating divisions and our subsidiaries and will continue to be disseminated from
time to time, for their reference in ensuring that all transactions with such Related
Parties are undertaken on arm’s length basis and on normal commercial terms which
are not or will not be more favourable to the Related Parties than those generally
available to the public;
(d)
RRPTs will only be undertaken by our Company and subsidiaries after our Company or
the relevant subsidiaries has ascertained that the transaction prices, rentals, terms and
conditions, quality of products/services will be comparable with those prevailing in the
market and will meet industry standards. The transaction prices will be based on the
prevailing market rates/prices of the service or product and will allow for the usual
margin given to or given by any unrelated third parties or will otherwise accord with the
normal commercial terms and applicable industry norms. The interests of non-interested
shareholders will also be taken into account when entering into RRPTs to ensure that
their rights and interests are upheld;
(e)
All RRPTs to be entered into shall be on normal commercial terms and on terms that will
be consistent with our Group’s usual business practices and policies;
(f)
In the event that a member of the Audit Committee or Board has an interest and/or
deemed interest in any particular RRPT, he or she shall declare his or her interest in the
RRPT and will have to refrain from any deliberation and also abstain from voting on the
matter at the Audit Committee meeting or Board meeting in respect of that RRPT;
(g)
Proper records shall be maintained to record all RRPTs entered or to be entered into
pursuant to the Proposed Mandate to ensure accurate disclosure thereof. In accordance
with Paragraph 10.09(2)(b) of the Listing Requirements, the aggregate value of the
RRPTs transacted pursuant to the Proposed Mandate during the financial year shall be
disclosed in the annual report of our Company where the aggregated value is equal to
or more than the following thresholds:
(i)
the consideration, value of the assets, capital outlay or costs of the aggregated
RRPTs is RM1 million or more; or
5
5
(ii)
the percentage ratio of such aggregated RRPTs is 1% or more;
whichever is the higher.
Such disclosures will include the type of RRPTs entered into and the names of the
Related Parties involved in each type of RRPT entered into and their relationships with
our Company. When the aggregated actual value of the RRPTs entered into with parties
within the same related party group exceeds the aggregated estimated value of such
RRPTs as disclosed in this Circular by 10% or more, our Company will make an
immediate announcement, which will include the information as may be prescribed, to
Bursa Securities;
(h)
All RRPTs entered into pursuant to the Proposed Mandate shall be (or have been, as
the case may be) reviewed under the annual internal audit plan to ensure that all
relevant shareholders’ approvals have been obtained where necessary, and the review
procedures in respect of such RRPTs are complied with;
(i)
The Audit Committee shall review the Internal Audit Reports on a quarterly basis to
ascertain that the guidelines and the procedures established to monitor RRPTs are
complied with;
(j)
Periodical review of the relevant RRPTs and the existing procedures in relation to
related party transactions shall be carried out by the Audit Committee to ascertain that
they have been complied with in accordance with the Proposed Mandate;
(k)
At least 2 other contemporaneous transactions with unrelated third parties for similar
products/services and/or quantities will be used as comparison, wherever possible, to
determine whether the price and terms offered to/by the Related Parties are fair and
reasonable and comparable to those offered to/by other unrelated third parties for the
same or substantially similar type of products/services and/or quantities.
In the event that quotation or comparative pricing from unrelated third parties cannot be
obtained, the transaction price will be based on prevailing market rates or prices that are
agreed upon under similar commercial terms for transactions with third parties, business
practices and policies and on terms which are generally in line with industry norms in
order to ensure that the RRPT is not detrimental to our Company or our Group; and
(l)
If the Audit Committee is of the view that the abovementioned procedures are
insufficient to ensure that RRPTs are undertaken on an arm’s length basis and on
normal commercial terms and on terms that are not more favourable to the Transacting
Party than those generally available to third parties dealing at arm’s length during their
periodic review of the procedures, the Audit Committee has the discretion to request for
additional procedures to be imposed on all RRPTs.
It is our Company’s policy to ensure that all of our transactions regardless of whether they are
RRPTs or not, must comply with our Company‘s Procurement Manual (“PM”) and the LOA. The
purpose of the PM and LOA is to ensure that all transactions are carried out in the best interests
of our Company.
The LOA sets out the levels of authority and guides internal management in their control over
our Group’s capital and operating expenditure. The purpose of the PM is to ensure that
competitive bidding principles and transparent procedures are observed in the procurement of
goods and services.
Our Company’s Code of Business Practice lays down the policy that all of our Company’s
Directors and employees must act in good faith and without any conflict of interest at all times
and must act in the best interests of our Group.
6
6
3.9
Statement by Audit Committee
The Audit Committee is of the view that the review procedures and processes for the RRPTs as
set out in Section 3.8 above are:
(a)
adequate and sufficient to monitor, track and identify RRPTs in a timely and orderly
manner and, if necessary, may request internal audit to review these systems and
procedures; and
(b)
sufficient to ensure that the RRPTs will be entered into on normal commercial terms and
on terms which will not be more favourabIe to the Transacting Parties than those
generally available to third parties dealing at arm’s length and will not be to the
detriment of our Company’s non-interested shareholders.
All reviews by the Audit Committee will be reported to our Board for its further action.
3.10
Disclosure of RRPTs
If the Proposed Mandate is approved, disclosure will be made in the annual report of our
Company of, among others, the aggregate value of RRPTs conducted pursuant to the Proposed
Mandate during the financial year where:
(a)
the consideration, value of the assets, capital outlay or costs of the aggregated RRPTs
is RM1 million or more; or
(b)
the percentage ratio of such aggregated RRPTs is 1% or more,
whichever is the higher.
In making the aforementioned disclosure in the annual report of our Company, we shall include
a breakdown of the aggregate value of the RRPTs based on the type of transactions, the names
of the Related Parties involved and their relationships with our Group.
Disclosure will also be made in our annual report for each of the subsequent financial years
during which the Proposed Mandate shall remain in force. When the aggregated actual value of
the RRPTs entered into with parties within the same related party group exceeds the aggregated
estimated value of such RRPTs as disclosed in this Circular by 10% or more, our Company will
make an immediate announcement, which will include the information as may be prescribed, to
Bursa Securities.
3.11
Validity period of the Proposed Mandate
The Proposed Mandate, if approved at our forthcoming EGM, shall take effect from the date of
the passing of the ordinary resolutions proposed at our EGM to approve the Proposed Mandate
and is subject to annual renewal. In this respect, the authority conferred by the Proposed
Mandate shall only continue to be in force until:
(a)
the conclusion of our next AGM following our forthcoming EGM at which the Proposed
Mandate is approved, at which time it will lapse, unless by a resolution passed at such
general meeting, the authority is renewed; or
(b)
the expiration of the period within which our next AGM after that date is required to be
held pursuant to Section 143(1) of the Act (excluding however such extension as may
be allowed pursuant to Section 143(2) of the Act); or
(c)
the Proposed Mandate is revoked or varied by resolution passed by you in a general
meeting,
whichever is the earliest.
7
7
Thereafter, your approval will be sought for the renewal of the Proposed Mandate at each
subsequent AGM or at an EGM that may be held on the same day as the AGM, subject to a
satisfactory review by our Audit Committee.
4.
RATIONALE FOR THE PROPOSED MANDATE
The Proposed Mandate, subject to annual review, will enable members of our Group to carry out
RRPTs necessary for their day-to-day operations and will eliminate the need to frequently make
announcements to Bursa Securities, convene separate general meetings and/or seek your
approval from time to time as and when RRPTs which are comprised within the Proposed
Mandate shall arise. In this respect, the Proposed Mandate is intended to save administrative
time and expenses which could be better utilised by our Group to pursue its corporate objectives
and realise business opportunities in a more timely and effective way.
5.
EFFECTS OF THE PROPOSED MANDATE
The Proposed Mandate is not expected to have any effect on our issued and paid-up share
capital and our Major Shareholders’ shareholdings in our Company, and is not expected to have
any material effect on the earnings, net assets and gearing of our Group.
However, the Proposed Mandate is in relation to transactions which are of a revenue or trading
nature and which form an integral part of our Group’s day-to-day operations and hence, they
contribute to our financial performance.
6.
APPROVAL REQUIRED
The Proposed Mandate is subject to your approval being obtained at our forthcoming EGM.
7.
INTERESTS OF DIRECTORS AND MAJOR
CONNECTED
SHAREHOLDERS AND/OR PERSONS
Details of the direct and indirect shareholdings of our interested Directors, interested Major
Shareholders and interested Persons Connected to them in relation to the Proposed Mandate
are set out in Appendix III of this Circular. All information in relation to the equity interests, both
direct and indirect, as stated in Appendix III of this Circular of each of our interested Directors
and Major Shareholders are extracted from the Register of Directors and Register of Substantial
Shareholders of our Company respectively as at the LPD. Save as disclosed in Appendix III of
this Circular, there are no Directors, Major Shareholders and Persons Connected to them who
have any interests, direct or indirect, in the Proposed Mandate.
Our interested Directors in relation to the Proposed Mandate, as set out in Appendix III of this
Circular, have abstained and will continue to abstain from deliberating and voting in respect of
the relevant RRPTs under the Proposed Mandate involving their interests and/or interests of
Persons Connected to them, at our relevant Board meetings. In addition, our interested Directors
will abstain from voting in respect of their direct and/or indirect shareholdings in our Company at
our forthcoming EGM on the relevant resolutions to approve RRPTs involving their interests
and/or interests of Persons Connected to them.
Our interested Major Shareholders in relation to the Proposed Mandate, as set out in Appendix
III of this Circular, will abstain from voting in respect of their direct and/or indirect shareholdings
in our Company at our forthcoming EGM on the relevant resolutions to approve RRPTs involving
their interests and/or interests of Persons Connected to them.
Further, our interested Directors and interested Major Shareholders have undertaken to ensure
that Persons Connected to them will abstain from voting on the relevant resolutions in respect of
the Proposed Mandate at our forthcoming EGM, in which they and/or Persons Connected to
them have interests.
8
8
DIRECTORS’ RECOMMENDATION
8.
Having considered all aspects of the Proposed Mandate, your Board (save for the interested
Directors in respect of the relevant resolutions to approve RRPTs involving their interests as set
out in Section 7 above who hence expressed no opinion thereon), is of the opinion that the
Proposed Mandate is in the best interests of our Company.
Accordingly, your Board (save for the interested Directors in respect of the relevant resolutions
to approve RRPTs involving their interests as set out in Section 7 above) recommends that you
vote in favour of the ordinary resolutions pertaining to the Proposed Mandate to be tabled at our
forthcoming EGM.
9.
EGM
st
Our EGM will be held on Wednesday, 20 April 2016 at 11.30 a.m. at Grand Ballroom, 1 Floor,
Sime Darby Convention Centre, 1A Jalan Bukit Kiara 1, 60000 Kuala Lumpur, Malaysia or
immediately after the conclusion or the adjournment of our Seventh AGM which will be held at
the same venue and on the same day at 10.00 a.m. or any adjournment of the EGM, whichever
is later, for the purpose of considering and, if thought fit, passing the resolutions as set out in the
notice of our EGM herein to approve and give effect to the Proposed Mandate.
You may appoint a proxy or proxies to attend and vote on your behalf. If you wish to do so, you
must deposit the original signed Form of Proxy with our Company’s Share Registrar, Symphony
Share Registrars Sdn Bhd at Level 6, Symphony House, Block D13, Pusat Dagangan Dana 1,
Jalan PJU 1A/46, 47301 Petaling Jaya, Selangor, Malaysia not less than 48 hours before the
time appointed for the EGM.
However, the lodging of the Form of Proxy will not preclude you from attending and voting in
person at the EGM should you subsequently wish to do so.
10.
FURTHER INFORMATION
You are requested to refer to the relevant appendices for further information.
Yours faithfully
For and on behalf of the Board of
Maxis Berhad
Raja Tan Sri Dato’ Seri Arshad bin Raja Tun Uda
Chairman/Independent Non-Executive Director
9
9
Transacting
Parties
Nature of transaction*
Estimated
value from 20
April 2016 to
the next AGM
(RM000)
Interested Related
Parties
Nature of
Relationship
MMSSB
and/or its
affiliates
MBSB
2.
MBNS
MBNS
Strategic partnership on comarketing and sales of Maxis fibre
services, wireless services,
broadband services and Astro
IPTV services and On-The-Go
Services.
Provision of services/contents to
MMSSB to provide to Maxis
subscribers based on revenue
share
10
10
83,000
1,000
55,745
1,372
125,000
2,500
Keong
Director
LGK
Major Shareholders
UTSB, PSIL, Excorp,
PanOcean, TAK, THO,
Dato’ Badri and MSM
Director
Lim
Ghee
(“LGK”)
Major Shareholders
UTSB, PSIL, Excorp,
PanOcean, Ananda
Krishnan
Tatparanandam
(“TAK”), Tun Haji
Mohammed Hanif bin
Omar (“THO”), Dato’
Haji Badri bin Haji
Masri (“Dato’ Badri”)
and Mohamad Shahrin
bin Merican (“MSM”)
Please refer to Note 1
below
below
The estimated aggregate value of transactions between Maxis Group and AMH Group and its affiliates from the date of our forthcoming EGM to the date of
our next AGM amounts to RM127.500 million, consisting of the following transactions:
Company
in the
Maxis
Group
involved
Estimated
Actual
value as
value
disclosed in transacted
the circular to
from 28
shareholders April 2015
dated 30
up to
March 2015
the LPD
(RM000)
(RM000)
CATEGORIES OF RRPTS WHICH MAY OR WILL BE ENTERED INTO UNDER THE PROPOSED RENEWAL OF MANDATE
1.
(i)
(A)
APPENDIX I
Transacting
Parties
Estimated
value from 20
April 2016 to
the next AGM
(RM000)
Interested Related
Parties
Nature of
Relationship
MMSB/
and/or its
affiliates
MMSB/
MMSSB
and/or its
affiliates
4.
TCCPM and/or
its affiliates
TCCPM and/or
its affiliates
(iv) storage space at the basement
11
11
26
3,500
40,000
(ii) approximately 140,000 sq ft. at
Levels 8, 11 & 15 to 23
(iii) approximately 8,000 sq ft. at
Ground Floor
2,900
1,100
(i) approximately 16,000 sq ft. at
Levels 24 and 25
Rental, service charge, property
service fee/building expenses and
other related expenses payable on
monthly basis by MMSB/MMSSB
and/or its affiliates at Menara
Maxis for:-
Rental of signage space and other
related expenses at both sides of
the facade of Menara Maxis by
MMSB and/or its affiliates and
Maxis’ naming rights to the building
payable on monthly basis
16
2,203
17,147
1,520
717
32
3,000
42,000
2,950
1,200
Director
LGK
Major Shareholders
UTSB, PSIL, Excorp,
PanOcean and TAK
Director
LGK
Major Shareholders
UTSB, PSIL, Excorp,
PanOcean and TAK
below
below
The estimated aggregate value of transactions between Maxis Group and Tanjong Group and its affiliates from the date of our forthcoming EGM to the
date of our next AGM amounts to RM50.077 million, consisting of the following transactions:
3.
(ii)
Company
in the
Maxis
Group
involved
Estimated
Actual
value as
value
the circular to
from 28
dated 30
up to
March 2015
the LPD
(RM000)
(RM000)
TGV
Transacting
Parties
TCCPM and/or
its affiliates
Purchase of movie tickets, hall
bookings and concessions by
MMSSB and/or its affiliates – for
rewards in MyMaxis App and
Hotlink Red App targeting existing
loyal Postpaid and Prepaid
customers.
Rental/Charge for space in Menara
Maxis for the purpose of
promotional/event etc
540
478
815
Estimated
value from 20
April 2016 to
the next AGM
(RM000)
80
Director
LGK
Major Shareholders
UTSB, PSIL, Excorp,
PanOcean and TAK
Director
LGK
Interested Related
Parties
Major Shareholders
UTSB, PSIL, Excorp,
PanOcean and TAK
below
Nature of
Relationship
below
MBSB
MBSB
MBSB
8.
9.
MSS
MSS
MSS
Teleport lease rentals payable on
quarterly basis by MBSB
Rental payable on monthly basis
by MBSB for BTS site
Transponder lease rentals payable
on quarterly basis by MBSB
12
12
1,420
50
22,582
1,294
31
15,160
1,826
36
23,163
Director
LGK
Major Shareholders
TAK, THO and MSM
Director
LGK
Major Shareholders
TAK, THO and MSM
Director
LGK
Major Shareholders
TAK, THO and MSM
below
below
below
The estimated aggregate value of transactions between Maxis Group and MGB Group and its affiliates from the date of our forthcoming EGM to the date of
MMSSB
and/or its
affliates
7.
(iii)
6.
5.
Company
in the
Maxis
Group
involved
MMSB
and/or its
affiliates
Estimated
Actual
value as
value
the circular to
from 28
dated 30
up to
March 2015
the LPD
(RM000)
(RM000)
80
Nil
11.
MBI
Transacting
Parties
Measat
Broadband
(International)
Ltd (“MBI”), an
affiliate of
MEASAT
Network
Limited
Revenue share from MBI for the
leasing of satellite bandwidth on
the Measat-5 satellite to other
customers
Transponder (IPstar) lease rentals
payable on quarterly basis by
MBSB
10,000
3,971
7,200
Estimated
value from 20
April 2016 to
the next AGM
(RM000)
40,729
Director
LGK
Major Shareholders
TAK, THO and MSM
Director
LGK
Interested Related
Parties
Major Shareholders
TAK, THO and MSM
below
Nature of
Relationship
below
MMSB
and/or its
affiliates
MISB
and/or its
affiliates
12.
13.
Mobitel
(Private)
Limited
(“Mobitel”)
UTSBM and/or
its affiliates
5
14
Interconnect expenses paid by
MISB and/or its affiliates

13
13
Nil
1
22,305
Interconnect revenue to MISB
and/or its affiliates
30,917

Engagement of UTSBM and/or its
affiliates to provide corporate
management services
10
1
30,917
Major Shareholders
UTSB, PSIL, Excorp,
PanOcean and TAK
Director
LGK
Major Shareholders
UTSB, PSIL, Excorp,
PanOcean, TAK and
MSM
below
below
The estimated aggregate value of transactions between Maxis Group and UT Group and its affiliates from the date of our forthcoming EGM to the date of
MBSB
10.
(iv)
Company
in the
Maxis
Group
involved
MBSB
Estimated
Actual
value as
value
the circular to
from 28
dated 30
up to
March 2015
the LPD
(RM000)
(RM000)
28,039
18,869
16.
(v)
15.
14.
Sri Lanka
Telecom PLC
(“SLT”)
Transacting
Parties
Mobitel
660
1,000

36
14
1,120
150
 Interconnect revenue to MISB
 Roaming partner expenses paid
by MMSSB and/or its affiliates
 Roaming partner revenue to
MMSSB and/or its affiliates
1,500
60
66
Estimated
value from 20
April 2016 to
the next AGM
(RM000)
66
Major Shareholders
UTSB, PSIL, Excorp,
PanOcean and TAK
Interested Related
Parties
Major Shareholders
UTSB, PSIL, Excorp,
PanOcean and TAK
below
Nature of
Relationship
below
MMSB
and/or its
affiliates
UMTS
Provision of corporate support
services by MMSB and/or its
affiliates. Corporate support
services include services such as
support functions for accounting,
regulatory, taxation, company
secretarial and human resources
matters, rental of office space,
stationery & printing costs, repair &
maintenance of office furniture &
fittings, cleaning services for office
buildings and rental of IT
equipment
14
14
3,500
2,857
4,700
Directors
Fraser Mark Curley
(“FMC”), LGK,
Nasution bin
Mohamed (“NM”) and
Morten Lundal (“ML”)
Major Shareholders
UTSB, PSIL, Excorp,
PanOcean, TAK,
THO, Dato’ Badri and
MSM
below
The estimated aggregate value of transactions between Maxis Group and UMTS, a 75%-owned subsidiary of Maxis, from the date of our forthcoming EGM
to the date of our next AGM amounts to RM66.700 million, consisting of the following transactions:
MISB
and/or its
affiliates
Company
in the
Maxis
Group
involved
MMSSB
and/or its
affiliates
Estimated
Actual
value as
value
the circular to
from 28
dated 30
up to
March 2015
the LPD
(RM000)
(RM000)
70
41
Transacting
Parties
UMTS
Provision of designated 3G
spectrum by UMTS for MBSB’s
authorised usage, provision of 3G
wholesale services and the
appointment of MBSB to rollout the
3G network as per the existing
service level agreement between
MBSB and UMTS
Estimated
value from 20
April 2016 to
the next AGM
(RM000)
62,000
Directors
FMC, LGK, NM and
ML
Interested Related
Parties
Major Shareholders
UTSB, PSIL, Excorp,
PanOcean, TAK,
THO, Dato’ Badri and
MSM
Nature of
Relationship
below
MMSB
and/or its
affiliates
MISB
and/or its
affiliates
19.
Dishnet
Wireless
Limited
(“DWL”) and/or
Aircel Limited
(“Aircel
Group”)
MCB and/or its
affiliates
8,106
8,000

15
15
510
1,400
2,507
4,200

Provision of corporate services by
MMSB and/or its affiliates.
Corporate support services include
services such as support functions
for accounting, regulatory, taxation
and human resources matters,
rental of office space, stationery &
printing costs, repair &
maintenance of office furniture &
fittings, cleaning services for office
buildings and rental of IT
equipment
1,400
490
2,800
Directors
MAH and FMC
Major Shareholders
All Major
Shareholders as set
out in Section (c) of
Appendix III of this
Circular
Directors
Mohammed Abdullah
K. Alharbi (“MAH”)
and FMC
Major Shareholders
All Major
Shareholders as set
Circular
below
below
The estimated aggregate value of transactions between Maxis Group and MCB group and its affiliates from the date of our forthcoming EGM to the date of
18.
(vi)
17.
Company
in the
Maxis
Group
involved
MBSB
Estimated
Actual
value as
value
the circular to
from 28
dated 30
up to
March 2015
the LPD
(RM000)
(RM000)
69,000
41,884
MMSSB
and/or its
affiliates
MMSSB
and/or its
affiliates
21.
22.
20.
Company
in the
Maxis
Group
involved
MMSSB
and/or its
affiliates
Bridge Mobile
Pte Ltd
(“Bridge
Mobile”)
Aircel
Group
and/or
its
affiliates
Transacting
Parties
DWL
16
16
1,007
1,200
Preferred roaming services to

549
1,000

Membership fee
Traffic steering services to

366
194
1,258
Roaming partner expenses
paid by MMSSB and/or its
affiliates

500
23
13
300
102
Roaming partner revenue to
affiliates


 Roaming partner revenue to
Estimated
Actual
value as
value
the circular to
from 28
dated 30
up to
March 2015
the LPD
(RM000)
(RM000)
60
Nil
1,200
1,000
500
1,258
300
102
Estimated
value from 20
April 2016 to
the next AGM
(RM000)
60
Directors
MAH and FMC
Major Shareholders
All Major
Shareholders as set
Circular
Directors
MAH and FMC
Major Shareholders
All Major
Shareholders as set
Circular
Directors
MAH and FMC
Interested Related
Parties
Major Shareholders
All Major
Shareholders as set
Circular
below
below
Nature of
Relationship
below
Transacting
Parties
Estimated
value from 20
April 2016 to
the next AGM
(RM000)
Interested Related
Parties
Nature of
Relationship
MMSSB
and/or its
affiliates
MISB
and/or its
affiliates
MMSSB
and/or its
affiliates
MMSSB
and/or its
affiliates
24.
25.
26.
Kuwait
Telecom
Company
(“KTC”)
Cell C (Pty) Ltd
(“Cell C”)
STC and/or its
affiliates
STC
21
148
affiliates

17
17
87
101
Roaming partner income to
Nil
150
affiliates


5
50
924
1,190


263
490
1,245
2,000
affiliates


8,796
7,000

148
101
150
50
1,190
210
3,000
10,000
Major Shareholder
STC
Director
MAH
Major Shareholder
STC
Director
MAH
Major Shareholder
STC
Major Shareholder
STC
Please refer to Note
12 below
11 below
10 below
10 below
The estimated aggregate value of transactions between Maxis Group and STC Group and its affiliates from the date of our forthcoming EGM to the date of
23.
(vii)
Company
in the
Maxis
Group
involved
Estimated
Actual
value as
value
the circular to
from 28
dated 30
up to
March 2015
the LPD
(RM000)
(RM000)
Viva Bahrain
BSC (C)
(“Viva”)
Transacting
Parties
AVEA İletişim
Hizmetleri A.Ş.
(“AVEA”)
27
3
200
affiliates

Nil
150
800
affiliates


 Roaming partner income to
200
150
800
Estimated
value from 20
April 2016 to
the next AGM
(RM000)
140
Major Shareholder
STC
Interested Related
Parties
Major Shareholder
STC
14 below
Nature of
Relationship
13 below
MMSSB
and/or its
affiliates
MMSSB
and/or its
affiliates
30.
SRGAP
SRGAP
Supply of third party contract staff
by SRGAP
Purchase of services – the
provision of call handling and other
telemarketing services to MMSSB
18
18
4,000
28,000
Nil
11,880
4,000
25,000
Major Shareholder
TAK
Major Shareholder
TAK
15 below
15 below
The estimated aggregate value of transactions between Maxis Group and companies related to certain Major Shareholders, from the date of our
forthcoming EGM to the date of our next AGM amounts to RM29.000 million, consisting of the following transaction:
MMSSB
and/or its
affiliates
29.
(viii)
28.
27.
Company
in the
Maxis
Group
involved
MMSSB
and/or its
affiliates
Estimated
Actual
value as
value
the circular to
from 28
dated 30
up to
March 2015
the LPD
(RM000)
(RM000)
140
1
Estimated
value from 20
April 2016 to
the next AGM
(RM000)
Interested Related
Parties
Nature of
Relationship
MBSB
Malaysian
Landed
Property Sdn
Bhd (“MLP”)
BTS rental and electricity charges
payable on monthly basis by
MBSB
19
19
362,499
51
222,887
35
404,154
54
Major Shareholders
TAK and MSM
16 below
The estimated aggregate value of transactions between Maxis Group and companies related to certain Major Shareholders, from the date of our
forthcoming EGM to the date of our next AGM amounts to RM0.054 million, consisting of the following transaction:
Transacting
Parties
Total estimated transaction value/actual value transacted
31.
(ix)
Company
in the
Maxis
Group
involved
Estimated
Actual
value as
value
the circular to
from 28
dated 30
up to
March 2015
the LPD
(RM000)
(RM000)
Company
Company
in the
in the
Maxis
Maxis
Group
Group
involved
involved
Transacting
Transacting
Parties
Parties Nature
Nature
of of
transaction*
transaction*
Estimated
Estimated
value
value
from
from
20 20
April
April
2016
2016
to to
thethe
next
next
AGM
AGM
(RM000)
(RM000)Interested
Interested
Related
Related
Parties
Parties
Nature
Nature
of of
Relationships
Relationships
ADDITIONAL
ADDITIONAL
CATEGORIES
CATEGORIES
OFOF
RRPTS
RRPTS
WHICH
WHICH
MAY
MAY
OROR
WILL
WILL
BEBE
ENTERED
ENTERED
INTO
INTO
UNDER
UNDER
THE
THE
PROPOSED
PROPOSED
NEW
NEW
MANDATE
MANDATE
MBSB
MBSB
and/or
and/or
its its TCCPM
TCCPM
and/or
and/or
its its
affiliates
affiliates
affiliates
affiliates
2. 2.
Rental
Rental
forfor
Level
Level
14,14,
Menara
Menara
Maxis
Maxis
payable
on on
a monthly
basis
by by
MBSB
payable
a monthly
basis
MBSB
and/or
its its
affiliates
and/or
affiliates
Rental
Rental
payable
payable
to MBSB
to MBSB
and/or
and/or
its its
affiliates
affiliates
forfor
Maxis
Maxis
Living
Living
Room
Room
at Level
at Level
25,25,
Menara
Maxis
Menara
Maxis
Director
Director
LGK
LGK
2,100
Major
Shareholders
Shareholders
2,100Major
UTSB,
UTSB,
PSIL,
PSIL,
Excorp,
Excorp,
PanOcean
andand
TAK
PanOcean
TAK
Director
Director
LGK
LGK
85 85Major
Major
Shareholders
Shareholders
UTSB,
UTSB,
PSIL,
PSIL,
Excorp,
Excorp,
PanOcean
andand
TAK
PanOcean
TAK
Please
Please
refer
refer
to Note
to Note
2 below
2 below
Please
Please
refer
refer
to Note
to Note
2 below
2 below
MBSB
MBSB
and/or
and/or
its its UTSB
UTSB
and/or
and/or
its its
affiliates
affiliates
affiliates
affiliates
Please
Please
refer
refer
to Note
to Note
4 below
4 below
20
2020
Certain
Certain
acronyms
acronyms
or technical
or technical
terms
terms
used
used
herein
herein
areare
defined
defined
in the
in the
“Glossary
“Glossary
of Technical
of Technical
Terms”
Terms”
appearing
appearing
on on
page
page
(vi)(vi)
of this
of this
Circular.
Circular.
* *
TheThe
transacting
transacting
parties
parties
within
within
thethe
Maxis
Maxis
Group
Group
as as
setset
outout
in the
in the
table
table
above
above
areare
merely
merely
an an
indication
indication
andand
thethe
actual
actual
transacting
transacting
parties
parties
may
may
vary
vary
upon
upon
conclusion
conclusion
of these
of these
deals.
deals.
All All
information
information
in relation
in relation
to equity
to equity
interests
interests
as as
setset
outout
in this
in this
Appendix
Appendix
I are
I are
as as
at the
at the
LPD.
LPD.
2,270
2,270
Director
Director
LGK
LGK
85 85Major
Shareholders
Major
Shareholders
UTSB,
UTSB,
PSIL,
PSIL,
Excorp,
Excorp,
PanOcean,
TAK
andand
MSM
PanOcean,
TAK
MSM
TheThe
tenancy
tenancy
period
period
of each
of each
of the
of the
transactions
transactions
described
described
in Table
in Table
B (i)
B (1)
(i) (1)
andand
(ii) (ii)
of this
of this
Appendix
Appendix
I is Inot
is not
more
more
than
than
3 years.
3 years.
TheThe
rentals
rentals
in respect
in respect
of the
of the
transactions
transactions
described
described
in Table
in Table
B (i)
B (i)
(1) (1)
andand
B (ii)
B (ii)
areare
payable
payable
as as
andand
when
when
thethe
areas
areas
areare
used.
used.
(ii)
(ii)
Rental
Rental
payable
payable
to MBSB
to MBSB
and/or
and/or
its its
affiliates
forfor
Maxis
Living
Room
at Level
affiliates
Maxis
Living
Room
at Level
25,25,
Menara
Maxis
Menara
Maxis
(iii) (iii)
(i)
(i)
Notes:
Notes:
Total
Total
estimated
estimated
transaction
transaction
value
value
3. 3.
The
estimated
aggregate
value
transactions
between
Maxis
Group
and
Group
and
affiliates
from
date
forthcoming
EGM
date
next
(ii)(ii) The
estimated
aggregate
value
of of
transactions
between
Maxis
Group
and
UTUT
Group
and
itsits
affiliates
from
thethe
date
of of
ourour
forthcoming
EGM
to to
thethe
date
of of
ourour
next
AGM
amounts
RM0.085
million,
consisting
following
transactions:
AGM
amounts
to to
RM0.085
million,
consisting
of of
thethe
following
transactions:
MBSB
MBSB
and/or
and/or
its its TCCPM
TCCPM
and/or
and/or
its its
affiliates
affiliates
affiliates
affiliates
1. 1.
(i) (i) The
The
estimated
estimated
aggregate
aggregate
value
value
of of
transactions
transactions
between
between
Maxis
Maxis
Group
Group
and
and
Tanjong
Tanjong
Group
Group
and
and
itsits
affiliates
affiliates
from
from
thethe
date
date
of of
ourour
forthcoming
forthcoming
EGM
EGM
to to
thethe
date
date
of of
ourour
next
next
AGM
AGM
amounts
amounts
to to
RM2.185
RM2.185
million,
million,
consisting
consisting
of of
thethe
following
following
transactions:
transactions:
d(B)
d(B)
(1)
21
21
Dato’ Mohamed Khadar bin Merican (“DKM”) who is a person connected to MSM, is also a director of AMH. DKM has a direct equity interest over 855,600 AMH Shares representing 0.02%
equity interest in AMH.
MSM has a direct equity interest over 11,000 Shares representing 0.00015% equity interest in Maxis, is also has a direct equity interest over 200,000 AMH Shares representing 0.004% equity
interest in AMH.
Dato’ Badri who is a director of MBNS is also has a deemed interest over 500,000 AMH Shares representing 0.01% equity interest in AMH held by Casa Saga Sdn Bhd (“CSSB”) by virtue of his
99% direct equity interest in CSSB.
Each of THO, Dato’ Badri and MSM has a deemed interest over 462,124,447 AMH Shares representing 8.88% equity interest in AMH in which Harapan Terus Sdn Bhd (“HTSB”) has an interest,
by virtue of his 25% direct equity interest in HTSB. HTSB’s deemed interest in such AMH Shares arises through its wholly-owned subsidiaries, namely, Berkat Nusantara Sdn Bhd (“BNSB”),
Nusantara Cempaka Sdn Bhd (“NCSB”), Nusantara Delima Sdn Bhd (“NDSB”), Mujur Nusantara Sdn Bhd (“MNSB”), Gerak Nusantara Sdn Bhd (“GNSB”) and Sanjung Nusantara Sdn Bhd
(“SNSB”) (collectively, “HTSB Subsidiaries”).The HTSB Subsidiaries hold such AMH Shares under discretionary trusts for Bumiputera objects. As such, THO, Dato’ Badri and MSM do not have
any economic interests over such AMH Shares as such interest is held subject to the terms of such discretionary trusts.
Each of THO, Dato’Badri and MSM is a Major Shareholder with a deemed interest over 4,875,000,000 Shares representing 64.91% equity interest in Maxis in which Harapan Nusantara Sdn Bhd
(“HNSB”) has an interest, by virtue of his 25% direct equity interest in HNSB. HNSB’s deemed interest in such Shares arises through its wholly-owned subsidiaries, namely, Mujur Anggun Sdn
Bhd (“MASB”), Cabaran Mujur Sdn Bhd (“CMSB”), Anak Samudra Sdn Bhd (“ASSB”), Dumai Maju Sdn Bhd (“DMSB”), Nusantara Makmur Sdn Bhd (“NMSB”), Usaha Kenanga Sdn Bhd
(“UKSB”) and Tegas Sari Sdn Bhd (“TSSB”) (collectively, “HNSB Subsidiaries”), which hold in aggregate 30% equity interest in BGSM. The HNSB Subsidiaries hold their deemed interest in
such Shares under discretionary trusts for Bumiputera objects. As such, THO, Dato’ Badri and MSM do not have any economic interest over such Shares as such interest is held subject to the
terms of such discretionary trusts.
LGK who is a Director, is also an alternate director in AMH. He is also a director of MMSSB, MBSB, MMSB, MISB, PSIL, Excorp and PanOcean. LGK has a direct equity interest over 1,000,000
AMH Shares representing 0.02% equity interest in AMH. LGK does not have any equity interest in Maxis, MMSSB, MBSB, MISB, MMSB or AMH Group.
TAK is also a major shareholder of AMH with a deemed interest over 2,133,139,626 AMH Shares representing 40.98% equity interest in AMH. In addition, TAK is a director of PanOcean,
Excorp, PSIL and UTSB. Although TAK and PanOcean are deemed to have an interest in the Shares and AMH Shares as described in the foregoing, they do not have any economic or
beneficial interest over such shares as such interest is held subject to the terms of such discretionary trust referred to in the paragraph above.
PanOcean holds 100% equity interest in Excorp which in turn holds 100% equity interest in PSIL. PSIL holds 99.999% equity interest in UTSB. PanOcean is the trustee of a discretionary trust,
the beneficiaries of which are members of the family of TAK and foundations, including those for charitable purposes.
Each of UTSB, PSIL, Excorp and PanOcean has a deemed interest over 1,249,075,472 ordinary shares of RM0.10 each (“AMH Shares”) representing 24% equity interest in AMH through the
wholly-owned subsidiaries of UTSB, namely, Usaha Tegas Entertainment Systems Sdn Bhd and All Asia Media Equities Limited with each holding 235,778,182 AMH Shares and 1,013,297,290
AMH Shares directly representing 4.53% and 19.47% equity interest in AMH respectively.
Each of UTSB, PSIL, Excorp, PanOcean and TAK is a Major Shareholder with a deemed interest over 4,875,000,000 Shares representing 64.91% equity interest in Maxis (“Shares”) by virtue of
its deemed interest in Binariang GSM Sdn Bhd (“BGSM”) which holds 100% equity interest in Maxis Communications Berhad (“MCB”) which in turn holds 100% equity interest in BGSM
Management Sdn Bhd (“BGSM Management”). BGSM Management holds 100% equity interest in BGSM Equity Holdings Sdn Bhd (“BGSM Equity”) which in turn holds 64.91% equity interest
in Maxis. UTSB’s deemed interest in such Shares arises through its wholly-owned subsidiaries, namely, Wilayah Resources Sdn Bhd, Tegas Puri Sdn Bhd, Besitang Barat Sdn Bhd and
Besitang Selatan Sdn Bhd, which hold in aggregate 37% equity interest in BGSM.
MBNS is a wholly-owned subsidiary of Astro Malaysia Holdings Berhad (“AMH”).
AMH Group
Information as at 29 February 2016
(4)
(3)
(2)
22
22
MSM is also a director of certain subsidiaries of UTSB. MSM does not have any equity interest in UTSB or UTSBM. Please refer to Note 1 above for MSM’s interests in Maxis.
LGK who is a Director, is also director of UTSBM. LGK does not have any equity interest in UTSB or UTSBM. Please refer to Note 1 above for LGK's interest in Maxis.
UTSB, PSIL, Excorp, PanOcean and TAK who are Major Shareholders, are also major shareholders of UTSBM. Please refer to Note 1 above for their respective interests in Maxis.
UTSBM is a wholly-owned subsidiary of UTSB.
UT Group
LGK who is a Director, is also a director of MGNS. LGK does not have any equity interest in the shares of MGB, MSS or MBI. Please refer to Note 1 above for LGK's interest in
Maxis.
MSM is also a major shareholder of MGB with a deemed interest over 116,979,947 MGB Shares representing 30% equity interest in MGB in which Harapan Kota Sdn Bhd (“HKSB”)
has an interest, by virtue of his 50% direct equity interest in HKSB. HKSB’s deemed interest in such MGB Shares arises through its wholly-owned subsidiary, namely,Tujuan Wira
Suria Sdn Bhd (“TWSSB”). TWSSB holds such MGB Shares under discretionary trust for Bumiputera objects. As such, MSM does not have any economic interest over such MGB
Shares as such interest is held subject to the terms of such discretionary trust. Please refer to Note 1 above for MSM’s interests in Maxis.
THO is also a director of MGB and MSS. THO does not have any equity interest in the shares of MGB, MSS or MBI. Please refer to Note 1 above for THO’s deemed interest in
Maxis.
TAK is also a major shareholder of MGB with a deemed interest over 272,953,208 ordinary shares of RM0.78 each (“MGB Shares”) representing 70% equity interest in MGB held
via MEASAT Global Network Systems Sdn Bhd (“MGNS”), a wholly-owned subsidiary of MAI Holdings Sdn Bhd (“MAIH”) in which he has a 99.999% direct equity interest. Hence,
TAK also has deemed interest over MSS and MBI. Please refer to Note 1 above for TAK’s deemed interest in Maxis.
MSS and MBI are wholly-owned subsidiaries of MGB.
MGB Group
LGK who is a Director, is also a director of TCSB, Tanjong and certain subsidiaries of Tanjong. LGK does not have any equity interest in TCSB, Tanjong, TCCPM and TGV. Please
refer to Note 1 above for LGK's interest in Maxis.
TCCPM and TGV are persons connected to UTRSB, UTSB, PSIL, Excorp, PanOcean and TAK by virtue of their interest in TCSB as set out above. Please refer to Note 1 above for
interests of UTSB, PSIL, Excorp, PanOcean and TAK in Maxis.
TAK is also deemed to have an interest over 47,792,803 TCSB Shares representing 25.23% equity interest in TCSB through the wholly-owned subsidiaries of MAI Sdn Berhad
(“MAI”), by virtue of his 99.999% direct equity interest in MAI.
Although TAK and PanOcean are deemed to have an interest in the TCSB Shares as described in the foregoing, they do not have any economic or beneficial interest over such
TCSB Shares, as such interest is held subject to the terms of such discretionary trust referred to the above.
TAK has a deemed interest in the TCSB Shares in which UTSB has an interest, by virtue of the deemed interest of PanOcean in the TCSB Shares. PanOcean is the trustee of a
discretionary trust, the beneficiaries of which are members of the family of TAK and foundations, including those for charitable purposes. PanOcean holds 100% equity interest in
Excorp which in turn holds 100% equity interest in PSIL. PSIL holds 99.999% equity interest in UTSB.
UTSB holds an aggregate of 124,688,000 ordinary shares of RM1.00 each in TCSB (“TCSB Shares”) representing 65.84% equity interest in TCSB, of which 71,000,000 TCSB
Shares representing 37.49% equity interest in TCSB is held directly by UTSB, while 53,688,000 TCSB Shares representing 28.35% equity interest in TCSB is held indirectly, via its
wholly-owned subsidiary, Usaha Tegas Resources Sdn Bhd (“UTRSB”).
TCCPM and TGV are wholly-owned subsidiaries of Tanjong which in turn is wholly-owned by Tanjong Capital Sdn Bhd (“TCSB”).
Tanjong Group
(9)
(9)
(9)
(9)
(9)
(9)
(8)
(8)
(8)
(8)
(8)
(8)
(7)
(7)
(7)
(7)
(7)
(7)
(6)
(6)
(6)
(6)
(6)
(6)
(5)
(5)
(5)
(5)
(5)
(5)
23
23
23
23
SLT and Mobitel
SLT
and
Mobitel
SLT
and
Mobitel
SLT
and
Mobitel
Mobitel
is
a wholly-owned subsidiary of SLT which is a 44.98% owned associated company of UTSB.
SLT
and
SLT and Mobitel
Mobitel
Mobitel
is
a
wholly-owned subsidiary
of
which
is
44.98%
owned
associated
company
UTSB.
Mobitel
is
a
subsidiary
of SLT
SLT
which
is a
a
44.98%
owned
associated
company of
of
UTSB.
Mobitel
is
a wholly-owned
wholly-owned
subsidiary
SLT
which
a
44.98%
owned
associated
of
UTSB. of SLT with each having a deemed interest of 44.98% in SLT. Please refer to
UTSB,
Excorp, PanOcean
andof
areis
Shareholders,
are also company
major shareholders
Mobitel
is
subsidiary
of
SLT
which
is
a
owned
company
of
Mobitel PSIL,
is a
a wholly-owned
wholly-owned
subsidiary
ofTAK
SLTwho
which
isMajor
a 44.98%
44.98%
owned associated
associated
company
of UTSB.
UTSB.
UTSB,
PSIL,
Excorp,
PanOcean
and
TAK
who
are
Major
Shareholders,
are
also
major
shareholders
SLT
with
each
having
a
deemed
interest
of
44.98%
in
SLT.
Please
refer
to
Note
1
above
for
their
respective
interests
in
Maxis.
UTSB, PSIL,
PSIL, Excorp,
Excorp, PanOcean
PanOcean and
and TAK
TAK who
who are
are Major
Major Shareholders,
Shareholders, are
are also
also major
major shareholders
shareholders of
of
SLT
with
each
having
a
deemed
interest
of
44.98%
in
SLT.
Please
refer
to
UTSB,
of
SLT
with
each
having
a
deemed
interest
of
44.98%
in
SLT.
Please
refer
to
Note
1
above
for
their
respective
interests
in
Maxis.
UTSB,
PSIL,
Excorp,
PanOcean
and
TAK
who
are
Major
Shareholders,
are
also
major
shareholders
of
SLT
with
each
having
a
deemed
interest
of
44.98%
in
SLT.
Please
refer
to
Note
1
above
for
their
respective
interests
in
Maxis.
UTSB,
PSIL,
Excorp,
PanOcean
and
TAK
who
are
Major
Shareholders,
are
also
major
shareholders
of
SLT
with
each
having
a
deemed
interest
of
44.98%
in
SLT.
Please
refer
to
Note
1
above
for
their
respective
interests
in
Maxis.
UMTS
Note
Note 1
1 above
above for
for their
their respective
respective interests
interests in
in Maxis.
Maxis.
UMTS
UMTS
UMTS is a wholly-owned subsidiary of Advanced Wireless Technologies Sdn Bhd (“AWT”) which in turn is a 75%-owned subsidiary of Maxis. The remaining 25% equity interest in
UMTS
UMTS
UMTS
a
wholly-owned
subsidiary
of
Advanced
Wireless
Technologies
Sdn
Bhd
(“AWT”)
which
turn
is
a
75%-owned
subsidiary
of
Maxis.
The
remaining
25%
equity
interest
in
AWT
isis
held
by MBNS Multimedia
Technologies
Sdn
Bhd (“MMT”),
which in
turn
is wholly-owned
byin
AMH.
UMTS
is
a
wholly-owned
subsidiary
of
Advanced
Wireless
Technologies
Sdn
Bhd
(“AWT”)
which
in
turn
is
a
75%-owned
subsidiary
of
Maxis.
The
remaining
25%
equity
interest
in
UMTS
is
a
wholly-owned
subsidiary
of
Advanced
Wireless
Technologies
Sdn
Bhd
(“AWT”)
which
in
turn
is
a
75%-owned
subsidiary
of
Maxis.
The
remaining
25%
equity
interest
in
AWT
is
held
by
MBNS
Multimedia
Technologies
Sdn
Bhd
(“MMT”),
which
in
turn
is
wholly-owned
by
AMH.
UMTS
is
a
wholly-owned
subsidiary
of
Advanced
Wireless
Technologies
Sdn
Bhd
(“AWT”)
which
in
turn
is
a
75%-owned
subsidiary
of
Maxis.
The
remaining
25%
equity
interest
in
AWT
is
held
by
MBNS
Multimedia
Technologies
Sdn
Bhd
(“MMT”),
which
in
turn
is
wholly-owned
by
AMH.
UMTSisisheld
a wholly-owned
subsidiary
of AdvancedSdn
Wireless
Technologies
Sdn
Bhd
(“AWT”) whichbyinAMH.
turn is a 75%-owned subsidiary of Maxis. The remaining 25% equity interest in
AWT
by
MBNS
Multimedia
Technologies
Bhd
(“MMT”),
which
in
turn
is
wholly-owned
AWT
is
held
by
MBNS
Multimedia
Technologies
Sdn
Bhd
(“MMT”),
which
in
turn
is
wholly-owned
by
AMH.
UTSB,
PSIL,
Excorp,
PanOcean
and
TAK
who
are
Major
Shareholders,
are
also
major
shareholders
of
UMTS
with
each
having
a
deemed
interest
of
100%
in
UMTS,
whilst
THO,
AWT is held by MBNS Multimedia Technologies Sdn Bhd (“MMT”), which in turn is wholly-owned by AMH.
UTSB,
PSIL,
Excorp,
PanOcean
TAK
who
are
Major
Shareholders,
are
also
major
shareholders
UMTS
with
each
having
deemed
100%
Dato’
Badri
and
MSM each
havingand
a deemed
interest
of 75%
in UMTS. Please
refer
to Note
1 above forof
their
respective
interests
ina
Maxis
andinterest
AMH. of
UTSB,
PSIL,
Excorp,
PanOcean
and
TAK
who
are
Major
Shareholders,
are
also
major
shareholders
of
UMTS
with
each
having
a
deemed
interest
of
100% in
in UMTS,
UMTS, whilst
whilst THO,
THO,
UTSB,
PSIL,
Excorp,
PanOcean
and
TAK
are
Shareholders,
are
major
shareholders
of
UMTS
with
having
a
deemed
interest
of
Dato’
and
MSM
each
having
a
deemed
interest
of
75%
in
UMTS.
Please
refer
to
Note
1
above
for
respective
interests
and
AMH.
UTSB,Badri
PSIL,
Excorp,
PanOcean
and
TAK who
who
are Major
Major
Shareholders,
are also
also
major
shareholders
oftheir
UMTS
with each
each
havingin
aMaxis
deemed
interest
of 100%
100% in
in UMTS,
UMTS, whilst
whilst THO,
THO,
Dato’
Badri
and
MSM
each
having
a
deemed
interest
of
75%
in
UMTS.
Please
refer
to
Note
1
above
for
their
respective
interests
in
Maxis
and
AMH.
UTSB,
PSIL,
Excorp,
PanOcean
and
TAK
who
are
Major
Shareholders,
are
also
major
shareholders
of
UMTS
with
each
having
a
deemed
interest
of
100%
in
UMTS,
whilst
THO,
Dato’
Badri
and
MSM
each
having
a
deemed
interest
of
75%
in
UMTS.
Please
refer
to
Note
1
above
for
their
respective
interests
in
Maxis
and
AMH.
Dato’ Badri
Badri
and ML
MSM
each
having
aMaxis,
deemed
interest
of 75%
75%
inother
UMTS.
Please
refer to
to Note
Note
1 above
above
for and
theirML
respective
interests
inofMaxis
Maxis
and
AMH.
FMC,
LGK and
areeach
Directors
ofa
MBSB,
MMSB
andin
several
subsidiaries
of Maxis.
FMC
are alsointerests
Directorsin
AWTand
andAMH.
UMTS. FMC does not have any equity
Dato’
and
MSM
having
deemed
interest
of
UMTS.
Please
refer
1
for
their
respective
FMC,
LGK
and
ML
are
Directors
of
Maxis,
and
other
several
subsidiaries
of
Maxis.
FMC
and
ML
also
Directors
of
AWT
and
UMTS.
does
have
any
equity
interest
in Maxis.
ML
has
an indirect
equityMBSB,
interestMMSB
over 1,002,390
representing
0.01%
equity
Maxis
which
is currently
held
by
CIMBFMC
Commerce
Trustee
Berhad
or
FMC,
LGK
and
ML
are
Directors
of
Maxis,
MBSB,
MMSB
and
otherShares
several
subsidiaries
of
Maxis.
FMCinterest
and
MLinare
are
also
Directors
of
AWT
and
UMTS.
FMC
does not
not
have
any
equity
FMC,
LGK
and
ML
are
of
Maxis,
MBSB,
MMSB
and
several
subsidiaries
of
and
are
also
Directors
of
AWT
and
UMTS.
not
have
interest
in
Maxis.
ML
has
an
indirect
equity
interest
over
1,002,390
Shares
0.01%
Maxis
which
is
currently
held
by
CIMB
Commerce
Trustee
Berhad
or
its
nominee
pursuant
toDirectors
the
terms
conditions
of
the incentive
arrangement
which forms
partequity
ofFMC
theinterest
employment
contract
which
has
entered
intoFMC
withdoes
the Company.
Theequity
cash
FMC,
LGK
and
ML
are
Directors
ofand
Maxis,
MBSB,
MMSB
and other
other
severalrepresenting
subsidiaries
of Maxis.
Maxis.
FMC
and ML
MLin
are
also
Directors
ofML
AWT
and
UMTS.
FMC
does
not
have any
any
equity
interest
in
Maxis.
ML
has
an
indirect
equity
interest
over
1,002,390
Shares
representing
0.01%
equity
interest
in
Maxis
which
is
currently
held
by
CIMB
Commerce
Trustee
Berhad
or
FMC,
LGK
and
ML
are
Directors
of
Maxis,
MBSB,
MMSB
and
other
several
subsidiaries
of
Maxis.
FMC
and
ML
are
also
Directors
of
AWT
and
UMTS.
FMC
does
not
have
any
equity
interest
in
Maxis.
ML
has
an
indirect
equity
interest
over
1,002,390
Shares
representing
0.01%
equity
interest
in
Maxis
which
is
currently
held
by
CIMB
Commerce
Trustee
Berhad
or
its
nominee
pursuant
to
the
terms
and
conditions
of
the
incentive
arrangement
which
forms
part
of
the
employment
contract
which
ML
has
entered
into
with
the
Company.
The
cash
interest
in
Maxis.
ML
has
an
indirect
equity
interest
over
1,002,390
Shares
representing
0.01%
equity
interest
in
Maxis
which
is
currently
held
by
CIMB
Commerce
Trustee
Berhad
or
incentives
payable
to
the
Director
were
used
to
acquire
shares
of
the
Company
from
the
open
market.
Subject
to
fulfilment
of
the
vesting
conditions
and
the
terms
of
the
incentive
its
nominee
pursuant
to
the
terms
and
conditions
of
the
incentive
arrangement
which
forms
part
of
the
employment
contract
which
ML
has
entered
into
with
the
Company.
The
cash
interest
in Maxis.
ML has
anterms
indirect
equity
interestofover
1,002,390arrangement
Shares representing
0.01%
equity
interest
in Maxis
which which
is currently
held
by CIMB
Commerce
Trustee Berhad
or
its
nominee
pursuant
to
the
and
conditions
the
incentive
which
forms
part
of
the
employment
contract
ML
has
entered
into
with
the
Company.
The
cash
incentives
payable
to
the
Director
were
used
to
acquire
shares
of
the
Company
from
the
open
market.
Subject
to
fulfilment
of
the
vesting
conditions
and
the
terms
of
the
incentive
arrangement,
these
shares
will
vest
to
ML
on
a
deferred
basis.
In
addition
to
his
interest
in
these
shares,
the
Director
is
also
deemed
interested
in
such
additional
number
of
shares
its
nominee
pursuant
to
the
terms
and
conditions
of
the
incentive
arrangement
which
forms
part
of
the
employment
contract
which
ML
has
entered
into
with
the
Company.
The
cash
incentives
payable
to
the
Director
were
used
to
acquire
shares
of
the
Company
from
the
open
market.
Subject
to
fulfilment
of
the
vesting
conditions
and
the
terms
of
the
incentive
its
nominee
pursuant
to
the
terms
and
conditions
of
the
incentive
arrangement
which
forms
part
of
the
employment
contract
which
ML
has
entered
into
with
the
Company.
The
cash
incentives
payable
to
the
Director
were
used
to
acquire
of
the
from
open
market.
Subject
to
the
conditions
the
terms
of
incentive
arrangement,
these
will
vest
to
ML
on
a
deferred
basis.
to
his
interest
in
these
shares,
the
Director
is
deemed
interested
in
such
additional
number
shares
in
the Company
which
shall
only
be
determinable
in theshares
future,In
be Company
acquired
using
future
cash
incentives
payable
toalso
the of
Director,
pursuant
to
the and
terms
conditions
of
such
incentives
payable
toshares
the
Director
were
used
to
acquire
shares
oftoaddition
the
Company
from the
the
open
market.
Subject
to fulfilment
fulfilment
of
the vesting
vesting
conditions
and
theand
terms
of the
the of
incentive
arrangement,
these
shares
will
vest
to
ML
on
a
deferred
basis.
In
addition
to
his
interest
in
these
shares,
the
Director
is
also
deemed
interested
in
such
additional
number
of
shares
incentives
payable
to
the
Director
were
used
to
acquire
shares
of
the
Company
from
the
open
market.
Subject
to
fulfilment
of
the
vesting
conditions
and
the
terms
of
the
incentive
arrangement,
these
shares
will
vest
todeterminable
ML
on
a
deferred
basis.
In
addition
to
his
interest
in
these
shares,
the
Director
is
also
deemed
interested
in
such
additional
number
of
shares
in
the
Company
which
shall
only
be
in
the
future,
to
be
acquired
using
future
cash
incentives
payable
to
the
Director,
pursuant
to
the
terms
and
conditions
of
such
arrangement,
these
shares
will
vest
ML
on
a
deferred
basis.
In
addition
to
his
interest
in
these
shares,
the
Director
is
also
deemed
interested
in
such
additional
number
of
shares
incentive
arrangement.
Please
refer
to
Note
1
for
LGK's
interests
in
Maxis
and
AMH..
in
the
Company
which
shall
only
be
determinable
in
the
future,
to
be
acquired
using
future
cash
incentives
payable
to
the
Director,
pursuant
to
the
terms
and
conditions
of
such
arrangement,
these
shares
will
vest
todeterminable
ML on a deferred
basis.
Intoaddition
to his using
interest
in these
shares,
the Director
istoalso
deemed
interested
in such
additional
number ofof
shares
in
the
Company
which
shall
only
be
in
the
future,
be
acquired
future
cash
incentives
payable
the
Director,
pursuant
to
the
terms
and
conditions
such
incentive
arrangement.
Please
refer
to
Note
1
for
LGK's
interests
in
Maxis
and
AMH..
in
the
Company
which
shall
only
be
determinable
in
the
future,
to
be
acquired
using
future
cash
incentives
payable
to
the
Director,
pursuant
to
the
terms
and
conditions
of
such
incentive
arrangement.
Please
refer
to
Note
1
for
LGK's
interests
in
Maxis
and
AMH..
in
the
Company
which
shall
only
be
determinable
in
the
future,
to
be
acquired
using
future
cash
incentives
payable
to
the
Director,
pursuant
to
the
terms
and
conditions
of
such
incentive
arrangement.
Please
refer
to
Note
1
for
LGK's
interests
in
Maxis
and
AMH..
NM
who
is
a
director
of
AWT
and
UMTS,
is
also
a
director
of
MBSB,
MMSB
and
several
subsidiaries
of
Maxis.
NM
was
granted
500,000
options
over
Maxis
Shares
at
an
issue
price
incentive
arrangement.
Please
refer
to
Note
1
for
LGK's
interests
in
Maxis
and
AMH..
incentive arrangement. Please refer to Note 1 for LGK's interests in Maxis and AMH..
NM
who
is
a
director
of
AWT
and
UMTS,
is
also
a
director
of
MBSB,
and
several
subsidiaries
Maxis.
NM
was
granted
Maxis
at
an
issue
price
of
RM6.53.
Additionally,
he was
also
granted
697,400
Maxis
Shares MMSB
under the
Long
Term
Incentive of
Plan
(“LTIP”)
which
Shares500,000
shall beoptions
vested over
pursuant
toShares
the By-Laws
governing
NM
who
is
a
director
of
AWT
and
UMTS,
is
also
a
director
of
MBSB,
MMSB
and
several
subsidiaries
of
Maxis.
NM
was
granted
500,000
options
over
Maxis
Shares
at
an
issue
price
NM
who
is
a
director
of
AWT
and
UMTS,
is
also
a
director
of
MBSB,
MMSB
and
several
subsidiaries
of
Maxis.
NM
was
granted
500,000
options
over
Maxis
Shares
at
an
issue
price
of
RM6.53.
Additionally,
he
was
also
granted
697,400
Maxis
Shares
under
the
Long
Term
Incentive
Plan
(“LTIP”)
which
Shares
shall
be
vested
pursuant
to
the
By-Laws
governing
the
Maxis’
LTIP.
Saved
as
disclosed,
NM
does
not
have
equity
interest
in
Maxis,
MBSB,
MMSB,
AWT
or
in
UMTS.
NM
who
is
a
director
of
AWT
and
UMTS,
is
also
a
director
of
MBSB,
MMSB
and
several
subsidiaries
of
Maxis.
NM
was
granted
500,000
options
over
Maxis
Shares
at
an
issue
price
of
RM6.53.
Additionally,
he was
was
also
granted
697,400
Maxis
Shares MMSB
under the
the
Long
Term
Incentive of
Plan
(“LTIP”)
which
Shares500,000
shall be
beoptions
vested over
pursuant
toShares
the By-Laws
By-Laws
governing
NMRM6.53.
who is aAdditionally,
director of AWT
andalso
UMTS,
is also
a director
of MBSB,
andLong
several
subsidiaries
Maxis.
NM which
was granted
Maxisto
at an issue
price
of
he
granted
697,400
Maxis
Shares
under
Term
Incentive
Plan
(“LTIP”)
Shares
shall
vested
pursuant
the
governing
the
Maxis’
LTIP.
Saved
as
disclosed,
NM
does
not
have
equity
interest
in
Maxis,
MBSB,
MMSB,
AWT
or
in
UMTS.
of
RM6.53.
Additionally,
he
was
also
granted
697,400
Maxis
Shares
under
the
Long
Term
Incentive
Plan
(“LTIP”)
which
Shares
shall
be
vested
pursuant
to
the
By-Laws
governing
the
Maxis’
LTIP.
Saved
as
disclosed,
NM
does
not
have
equity
interest
in
Maxis,
MBSB,
MMSB,
AWT
or
in
UMTS.
of
RM6.53.
Additionally,
he
was
also
granted
697,400
Maxis
Shares
under
the
Long
Term
Incentive
Plan
(“LTIP”)
which
Shares
shall
be
vested
pursuant
to
the
By-Laws
governing
the
the Maxis’
Maxis’ LTIP.
LTIP. Saved
Saved as
as disclosed,
disclosed, NM
NM does
does not
not have
have equity
equity interest
interest in
in Maxis,
Maxis, MBSB,
MBSB, MMSB,
MMSB, AWT
AWT or
or in
in UMTS.
UMTS.
MCB
the
Maxis’
LTIP.
Saved
as
disclosed,
NM
does
not
have
equity
interest
in
Maxis,
MBSB,
MMSB,
AWT
or
in
UMTS.
MCB
MCB
MCB
MCB
MCB is our penultimate holding company and a Major Shareholder of our Company.
MCB
is
our penultimate
holding
company
and
a
Major Shareholder
of
our Company.
MCB
is
penultimate
holding
company
and
a
Shareholder
of
Company.
MCB
is our
our
penultimate as
holding
company
and(c)
a Major
Major
Shareholder
of our
our
Company.
All
Major
Shareholders
set
out
in
Section
of
Appendix
III
of
this
Circular
are also major shareholders of MCB. Please refer to the notes as set out in Section (c) of Appendix III
MCB
is
our
penultimate
holding
company
and
a
Major
Shareholder
of
our
Company.
MCB is our penultimate holding company and a Major Shareholder of our
Company.
All
Major
Shareholders
as
set
out
in
Section
(c)
of
Appendix
III
of
this
Circular
are also
major shareholders
of MCB.
Please refer
to the
notes as
set out
in Section
(c) of
Appendix III
of
this
Circular
for
the
interests
of
the
interested
Major
Shareholders.
All
Major
Shareholders
as
set
out
in
Section
(c)
of
Appendix
III
of
this
Circular
Allthis
Major
Shareholders
as set
set out
out
in Section
Section
(c) Major
of Appendix
Appendix
III of
of this
this Circular
Circular are
are also
also major
major shareholders
shareholders of
of MCB.
MCB. Please
Please refer
refer to
to the
the notes
notes as
as set
set out
out in
in Section
Section (c)
(c) of
of Appendix
Appendix III
III
of
Circular
for
the
interests
of
the
interested
Shareholders.
All
Major
Shareholders
as
in
(c)
of
III
are
also
major
shareholders
of
MCB.
Please
refer
to
the
notes
as
set
out
in
Section
(c)
of
Appendix
III
of
this
Circular
for
the
interests
of
the
interested
Major
Shareholders.
All
Major
Shareholders
as
set
out
in
Section
(c)
of
Appendix
III
of
this
Circular
are
also
major
shareholders
of
MCB.
Please
refer
to
the
notes
as
set
out
in
Section
(c)
of
Appendix
III
of
this
Circular
for
the
interests
of
the
interested
Major
Shareholders.
FMC
MAH for
arethe
also
directors
FMC and
MAH
do not have any equity interests in the Company and MCB.
of this
thisand
Circular
for
the
interests
of of
theMCB.
interested
Major
Shareholders.
of
Circular
interests
of
the
interested
Major
Shareholders.
FMC
and MAH
are also
directors of
MCB. FMC
and MAH
do not
have any
equity interests
in the
Company and
MCB.
FMC
MAH
FMC and
and
MAH are
are also
also directors
directors of
of MCB.
MCB. FMC
FMC and
and MAH
MAH do
do not
not have
have any
any equity
equity interests
interests in
in the
the Company
Company and
and MCB.
MCB.
Aircel
Group
FMC
and
MAH
are
also
directors
of
MCB.
FMC
and
MAH
do
not
have
any
equity
interests
in
the
Company
and
MCB.
FMC
and
MAH
are
also
directors
of
MCB.
FMC
and
MAH
do
not
have
any
equity
interests
in
the
Company
and
MCB.
Aircel
Group
Aircel
Group
Aircel
Group
MCB
Aircelholds
Group74% effective equity interest in Aircel Group.
Aircel
Group
MCB
holds
74%
effective
equity
interest
Group.
MCB
holds
74%
effective
equity
interest in
in Aircel
Aircel
Group.
MCB
holds
74%
effective
equity
interest
in
Aircel
Group.
All
Major
Shareholders
asequity
set out
in Section
(c) Group.
of Appendix III of this Circular are also major shareholders of Aircel Group. Please refer to the notes as set out in Section (c) of
MCB
holds
74% effective
effective
equity
interest
in Aircel
Aircel
Group.
MCB
holds
74%
interest
in
All
Major
Shareholders
as
set
out
in
Section
(c)
Appendix
III
of
this
Circular
are
also
major
shareholders
of
Aircel
Group.
Please
refer
to
the
notes
as
set
out
in
Section
(c)
of
Appendix
III of this Circular
for the
interests
of (c)
theof
interested
Major
Shareholders.
All
Major
Shareholders
as
set
out
in
Section
of
Appendix
III
of
this
Circular
are
also
major
shareholders
of
Aircel
Group.
Please
refer
to
the
notes
as
set
out
in
Section
(c)
of
All
Major
Shareholders
as
set
out
in
Section
(c)
of
Appendix
III
of
this
Circular
are
also
major
shareholders
of
Aircel
Group.
Please
refer
to
the
notes
as
set
out
in
Section
(c)
of
Appendix
III
of
this
Circular
for
the
interests
of
the
interested
Major
Shareholders.
All
Major
Shareholders
as
set
out
in
Section
(c)
of
Appendix
III
of
this
Circular
are
also
major
shareholders
of
Aircel
Group.
Please
refer
to
the
notes
as
set
out
in
Section
(c)
of
Appendix
III
of
this
Circular
for
the
interests
of
the
interested
Major
Shareholders.
All
Major
Shareholders
as
set
out
in
Section
(c)
of
Appendix
III
of
this
Circular
are
also
major
shareholders
of
Aircel
Group.
Please
refer
to
the
notes
as
set
out
in
Section
(c)
of
Appendix
III
of
this
Circular
for
the
interests
of
the
interested
Major
Shareholders.
FMC
and
MAH
are
directors
of
MCB
and
the
Company.
FMC
and
MAH
do
not
have
any
equity
interest
in
MCB,
Aircel
Group
and
the
Company.
Appendix
III
of
this
Circular
for
the
interests
of
the
interested
Major
Shareholders.
Appendix III of this Circular for the interests of the interested Major Shareholders.
FMC
and
MAH
are
directors
of
MCB
and
the
Company.
FMC
and
MAH
do
not
have
any
equity
interest
in
MCB,
Aircel
Group
and
the
Company.
FMC
and
MAH
are
directors
of
MCB
and
the
Company.
FMC
and
MAH
do
not
have
any
equity
interest
in
MCB,
Aircel
Group
and
the
Company.
FMC
and
MAH
are
directors
of
MCB
and
the
Company.
FMC
and
MAH
do
not
have
any
equity
interest
in
MCB,
Aircel
Group
and
the
Company.
Bridge
Mobile
FMC
and
MAH
are
directors
of
MCB
and
the
Company.
FMC
and
MAH
do
not
have
any
equity
interest
in
MCB,
Aircel
Group
and
the
Company.
FMC and MAH are directors of MCB and the Company. FMC and MAH do not have any equity interest in MCB, Aircel Group and the Company.
Bridge
Mobile
Bridge
Mobile
Bridge
Mobile
MCB
a 10% direct equity interest in Bridge Mobile.
Bridgeholds
Mobile
Bridge
Mobile
MCB
holds
a
10%
direct
equity
interest
in
Bridge
Mobile.
MCB
holds
a 10%
10% direct
direct equity
equity interest
interest in
in Bridge
Bridge Mobile.
Mobile.
MCB
holds
a
All
Major
Shareholders
set out
in Section
(c) Mobile.
of Appendix III of this Circular are also major shareholders of Bridge Mobile. Please refer to the notes as set out in Section (c) of
MCB
holds
a 10%
10% direct
directas
equity
interest
in Bridge
Bridge
Mobile.
MCB
holds
a
equity
interest
in
All
Major
Shareholders
as
set
out
in
Section
Appendix
III
of
this
Circular
are
also
major
shareholders
of
Bridge
Mobile.
Please
refer
to
the
notes
as
set
out
in
Section
(c)
of
Appendix
III of this Circular
for the
interests
of(c)
theof
All
Major
Shareholders
as
set
out
in
Section
(c)
ofinterested
AppendixMajor
III of
of Shareholders.
this Circular
Circular are
are also
also major
major shareholders
shareholders of
of Bridge
Bridge Mobile.
Mobile. Please
Please refer
refer to
to the
the notes
notes as
as set
set out
out in
in Section
Section (c)
(c) of
of
All
Major
Shareholders
as
set
out
in
Section
(c)
of
Appendix
III
this
Appendix
III
of
this
Circular
for
the
interests
of
the
interested
Major
Shareholders.
All
Major
Shareholders
as
set
out
in
Section
(c)
of
Appendix
III
of
this
Circular
are
also
major
shareholders
of
Bridge
Mobile.
Please
refer
to
the
notes
as
set
out
in
Section
(c)
of
Appendix
III
of
this
Circular
for
the
interests
of
the
interested
Major
Shareholders.
All
Major Shareholders
as set
out interests
in Sectionof(c)
ofinterested
AppendixMajor
III of Shareholders.
this Circular are also major shareholders of Bridge Mobile. Please refer to the notes as set out in Section (c) of
Appendix
III
of
this
Circular
for
the
the
Appendix III
III of
of this
this Circular
Circular for
for the
the interests
interests of
of the
the interested
interested Major
Major Shareholders.
Shareholders.
Appendix
NM who is a director of certain subsidiaries of Maxis is also a Director of Bridge Mobile and he does not have any equity interest in the shares of Bridge Mobile. Please refer to Note
NM
who
is
a
director
of
certain
subsidiaries
of
Maxis
is
also
a
Director
of
Bridge
Mobile
and
he
does
not
have
any
equity
interest
in
the
shares
of
Bridge
Mobile.
Please
refer
to
Note
6
above
interests
in Maxis.
NM
who for
is a
aNM’s
director
of certain
certain
subsidiaries of
of Maxis
Maxis is
is also
also a
a Director
Director of
of Bridge
Bridge Mobile
Mobile and
and he
he does
does not
not have
have any
any equity
equity interest
interest in
in the
the shares
shares of
of Bridge
Bridge Mobile.
Mobile. Please
Please refer
refer to
to Note
Note
NM
who
is
director
of
subsidiaries
6
above
for
NM’s
interests
in
Maxis.
NM
who
is
a
director
of
certain
subsidiaries
of
Maxis
is
also
a
Director
of
Bridge
Mobile
and
he
does
not
have
any
equity
interest
in
the
shares
of
Bridge
Mobile.
Please
refer
to
Note
6 above
above
for
NM’s
interests
in Maxis.
Maxis.
23does not have any equity interest in the shares of Bridge Mobile. Please refer to Note
NM
who for
is aNM’s
director
of certain
subsidiaries of Maxis is also a Director of Bridge Mobile and he
6
interests
in
6 above
above for
for NM’s
NM’s interests
interests in
in Maxis.
Maxis.
23
6
23
(16)
(15)
(14)
(13)
(12)
(11)
(10)
24
24
MSM is a Director of MLP and does not have any equity interest in MLP. Please refer to Note 1 above for MSM’s interests in Maxis.
TAK who is a Major Shareholder, is also a major shareholder of MLP with a deemed interest of 100% in MLP. Please refer to Note 1 above for TAK’s deemed interest in Maxis.
MLP
TMK, a major shareholder of SRGAP, is a Person Connected to TAK. TMK is not a director of SRGAP. Please refer to Note 1 above for TAK’s deemed interest in Maxis.
SRGAP
Major Shareholder being STC owns 99% equity interest of Viva Bahrain BSC (C) and the remaining 1% equity interest of Viva is owned by STC Gulf Investment Holding 1 SPC. STC Gulf
Investment Holding 1 SPC is wholly-owned by STC Gulf Investment Holding SPC, which in turn is wholly-owned by STC.
Viva
STC through STC Turkey holds 35% equity interest in Oger, which in turn holds 99% equity interest in Oger Telekomunikasyon A.S. (“OTAS”). OTAS holds 55% equity interest in Turk
Telekomunikasyon A.S. (“Turk Telekom”), which in turn holds 100% equity interest in AVEA.
STC is a Major Shareholder by virtue of its deemed interest of 25% in BGSM which in turn wholly-owns MCB.
AVEA
STC is a Major Shareholder by virtue of its deemed interest of 25% in BGSM which in turn wholly-owns MCB. STC holds 51.8% equity interest in KTC.
KTC
MAH who is a Director of Maxis, is a director of Cell C. MAH does not have any equity interest in Maxis.
STC is a Major Shareholder by virtue of its deemed interest of 25% in BGSM which in turn wholly-owns MCB. STC through STC Turkey Holding Ltd (“STC Turkey”) holds 35% equity
interest in Oger Telecom Limited (“Oger”). Oger holds 75% equity interest in 3C Telecommunications (Proprietary) Limited (“3C”), which in turn holds 100% equity interest in Cell C.
Cell C
STC is a Major Shareholder by virtue of its deemed interest of 25% in BGSM which in turn wholly-owns MCB. FMC is a director of MMSSB, MMSB, MISB and several other
subsidiaries of Maxis. FMC do not have any equity interests in the shares of STC. FMC does not have any equity interest in Maxis.
STC
FMC and MAH are directors of MCB and the Company and they do not have any equity interest in MCB and the Company.
MBSB
MBSB
MBSB
MBSB
MBSB
MBSB
MBSB
MBSB
MBSB
MBSB
Maxis
Maxis and/or
and/or
its
its affiliates
affiliates
MBSB
MBSB and/or
and/or
its
its affiliates
affiliates
MMSSB
MMSSB
No.
No.
1.
1.
2.
2.
3.
3.
4.
4.
5.
5.
6.
6.
7.
7.
8.
8.
9.
9.
AVEA
AVEA
UTSB, UTSBM,
UTSBM, UT
UT Projects
Projects
UTSB,
Sdn Bhd,
Bhd, UT
UT Energy
Energy Services
Services
Sdn
Sdn
Bhd
and/or
its
affiliates
Sdn Bhd and/or its affiliates
Bumi Armada
Armada Berhad
Berhad
Bumi
Tanjong
Tanjong and/or
and/or its
its affiliates
affiliates
MBNS,
MBNS, AD5SB,
AD5SB, ARSB
ARSB and
and
AMH’s
affiliates
AMH’s affiliates
MSS
MSS
MBNS
MBNS
MBNS
MBNS
Transacting
Transacting Party(ies)
Party(ies)
MBNS
MBNS
communication
communication
telephony
telephony
As
As at
at LPD,
LPD, these
these outstanding
outstanding amounts
amounts have
have been
been fully
fully settled.
settled.
As
As at
at LPD,
LPD, RM2,261,000
RM2,261,000 of
of the
the outstanding
outstanding amount
amount has
has been
been settled.
settled.
As
As at
at LPD,
LPD, RM45,000
RM45,000 of
of the
the outstanding
outstanding amount
amount has
has been
been settled.
settled.
As
As at
at LPD,
LPD, RM450
RM450 of
of the
the outstanding
outstanding amount
amount has
has been
been settled.
settled.
(2)
(2)
(3)
(3)
(4)
(4)
25
25
25
Roaming
income to
to MMSSB
MMSSB
Roaming partner
partner income
Provision
Provision of
of business
business voice/data
voice/data services
services
by
by MBSB
MBSB
Provision
Provision by
by Maxis
Maxis and/or
and/or its
its affiliates
affiliates of
of 10
10
Mbps
Mbps Metro-E
Metro-E
Provision
Provision of
of leased
leased line
line
services/DIA/Metro-E/MPLS
services/DIA/Metro-E/MPLS by
by MBSB
MBSB
Provision
by
Provision of
of leased
leased circuits/DIA/Metro-E
circuits/DIA/Metro-E by
MBSB
MBSB
Provision
Provision of
of bandwidth
bandwidth solutions
solutions by
by MBSB
MBSB
Strategic
and
Strategic partnership
partnership on
on co-marketing
co-marketing and
sales
of
Maxis
fibre
services,
wireless
sales of Maxis fibre services, wireless
services,
services, broadband
broadband services
services and
and Astro
Astro
IPTV
services
and
On-The-Go
Services.
IPTV services and On-The-Go Services.
Provision
Provision of
of managed
managed
services by
by MBSB
MBSB
services
Nature
Nature of
of Transaction
Transaction
Provision
Provision of
of 1300
1300 inbound
inbound
solutions by
by MBSB
MBSB
solutions
(1)
(1)
Notes:
Notes:
** Less
Less than
than RM1,000
RM1,000
Total
Total Outstanding
Outstanding RRPT
RRPT Receivables
Receivables
Company
Company in
in
the
the Maxis
Maxis
Group
Group
Involved
Involved
MBSB
MBSB
DETAILS
DETAILS OF
OF THE
THE OUTSTANDING
OUTSTANDING RRPT
RRPT RECEIVABLES
RECEIVABLES
7,886
7,886
50
50
56
56
51
51
(1)
7,886
7,886
(1)
(3)
50
50
(3)
(1)
56
56
(1)
(4)
10,438
10,438
**
10,417
10,417
**
38
38
(1)
(1)
38
38
12
12
12
12
51(4)
51
2,321
2,321
21
21
--
--
--
--
--
--
--
21
21
--
--
--
--
--
--
--
--
--
--
--
--
--
--
--
--
--
--
Outstanding
Outstanding RRPT
RRPT Receivables
Receivables as
as at
at 31
31 December
December
2015
2015 which
which exceed
exceed normal
normal credit
credit period
period of
of
More than
than
More than
than
More
More
More
More
1
1
3
than
1 year
year or
or
1 to
to 3
3
3 to
to 5
5
than 5
5
less
years
years
years
less
years
years
years
(RM000)
(RM000)
(RM000)
(RM000)
(RM000)
(RM000)
(RM000)
(RM000)
3
-3
-
(2)
2,342
2,342
(2)
Outstanding
Outstanding
RRPT
RRPT
Receivables as
as
Receivables
at
at 31
31 December
December
2015
2015
(RM000)
(RM000)
(1)
(1)
3
3
APPENDIX
APPENDIX II
II
APPENDIX III
APPENDIX III
APPENDIX III
MAJOR SHAREHOLDERS IN OUR
MAJOR SHAREHOLDERS IN OUR
INTERESTED
IN THE PROPOSED
MAJOR SHAREHOLDERS
IN OUR
INTERESTED IN THE PROPOSED
INTERESTED IN THE PROPOSED
DETAILS OF THE SHAREHOLDINGS OF THE DIRECTORS AND
DETAILS OF THE SHAREHOLDINGS OF THE DIRECTORS AND
COMPANY
CONNECTED
TO THEM
WHO ARE
DETAILS OFAND
THEPERSONS
SHAREHOLDINGS
OF THE
DIRECTORS
AND
COMPANY AND PERSONS CONNECTED TO THEM WHO ARE
MANDATE
COMPANY AND PERSONS CONNECTED TO THEM WHO ARE
MANDATE
MANDATE
(a)
Information on the interested Directors
(a)
(a)
Our Directors who are interested in the Proposed Mandate and their respective shareholding
Our Directors who are interested in the Proposed Mandate and their respective shareholding
interests
in our who
Company
as at the LPD
are set
out below:
Our Directors
are interested
in the
Proposed
Mandate and their respective shareholding
interests in our Company as at the LPD are set out below:
interests in our Company as at the LPD are set out below:
Direct
Direct
No. ofDirect
Shares
No. of Shares
No. of Shares----
Interested Directors
Interested
Directors
FMC
FMC
FMC
MAH
MAH
MAH
LGK
LGK
LGK
ML
ML
ML
Note:
Note:
Note:
(1)
(1)
(1)
(b)
(b)
(b)
-
(1)
1,002,390(1)1,002,390(1)
1,002,390
%
%
%0.010.01
0.01
These shares are currently held by CIMB Commerce Trustee Berhad or its nominee pursuant to the terms and
These
shares
areincentive
currently
held by CIMB
Commerce
Berhad or its
nominee
pursuant
to thehas
terms
and
conditions
of the
arrangement
which
forms partTrustee
of the employment
contract
which
the Director
entered
These
shares
areincentive
currently
held by CIMB
Commerce
Trustee
Berhad or its
nominee
pursuant
to thehas
terms
and
conditions
of the
arrangement
which
forms part
of the
employment
contract
which
the
Director
entered
into
with
the
Company,
the
cash
incentives
payable
to
the
Director
were
used
to
acquire
shares
of
the
Company
conditions
of the
incentive
arrangement
whichpayable
forms part
of the
employment
contract
which the
Director
has
entered
into
with
the
Company,
the
cash
incentives
to
the
Director
were
used
to
acquire
shares
of
the
Company
from
the the
openCompany,
market. Subject
to incentives
fulfilment of
the vesting
and used
the terms
of theshares
incentive
arrangement,
into
with
the cash
payable
to theconditions
Director were
to acquire
of the
Company
from
openwill
market.
Subject
to fulfilment
of
the vesting
conditions
and
terms
the incentive
arrangement,
thesethe
shares
vest on
the Director
on a deferred
basis. In
addition to
histhe
interest
inof
these
shares, the
Director is
from
the
open
market.
Subject
to
fulfilment
of
the
vesting
conditions
and
the
terms
of
the
incentive
arrangement,
these
shares
will
vest
on
the
Director
on
a
deferred
basis.
In
addition
to
his
interest
in
these
shares,
the
Director
is
also
such
additional
of basis.
sharesIninaddition
the Company
which shall
only be
determinable
in the
thesedeemed
shares interested
will vest onin
Director
on anumber
deferred
to his interest
in these
shares,
the Director
is
also
deemed
interested
inthe
such
additional
number
ofpayable
shares to
in the
the Company
which shall
onlyterms
be
determinable
in the
future,
to
be
acquired
using
future
cash
incentives
Director,
pursuant
to
the
and
conditions
of
also
deemed
interestedusing
in such
additional
number ofpayable
shares to
in the
the Company
which shall
onlyterms
be determinable
in the
future,
to be acquired
future
cash incentives
Director, pursuant
to the
and conditions
of
such
incentive
arrangement.
future,incentive
to be acquired
using future cash incentives payable to the Director, pursuant to the terms and conditions of
such
arrangement.
such incentive arrangement.
Information on the interested Directors of Maxis’ subsidiaries
The Directors of Maxis’ subsidiaries who are deemed interested in the Proposed Mandate and their
The Directors of Maxis’ subsidiaries who are deemed interested in the Proposed Mandate and their
respective
shareholding
interests in Maxis
as at
the LPD
are set out
below:
The
Directors
of Maxis’ subsidiaries
who are
deemed
interested
in the
Proposed Mandate and their
respective shareholding interests in Maxis as at the LPD are set out below:
respective shareholding interests in Maxis as at the LPD are set out below:
Direct
Direct
No. ofDirect
Shares
No. of Shares
No. of Shares
---
Interested
Directors
ML
ML
ML
FMC
FMC
(2)
FMC
NM
(2)
NM(2)
NM
Notes:
Notes:
Notes:
(1)
(1)
(1)
(2)
(2)
(2)
(c)
(c)
(c)
%
%
%----
Indirect
Indirect
No. ofIndirect
Shares
No. of Shares
No. of Shares-
%
%
%---
Indirect
Indirect
No. ofIndirect
Shares
No. of Shares
(1)
No.
of
Shares
1,002,390
(1)
1,002,390(1)
1,002,390 --
%
%
%
0.01
0.01
0.01--
Please see Note (a) (1) above.
NM was granted 500,000 options over Maxis Shares at an issue price of RM6.53. Additionally, he was also granted
NM
was Maxis
grantedShares
500,000
options
over Maxis
an be
issue
pricepursuant
of RM6.53.
Additionally,
he was also
697,400
under
the LTIP
which Shares
Shares at
shall
vested
to the
By-Laws governing
thegranted
Maxis’
NM
was Maxis
grantedShares
500,000
options
over Maxis
Shares
at
an be
issue
pricepursuant
of RM6.53.
Additionally,
he was also
697,400
under
the
LTIP
which
Shares
shall
vested
to
the
By-Laws
governing
thegranted
Maxis’
LTIP.
697,400
Maxis
Shares
under
the
LTIP
which
Shares
shall
be
vested
pursuant
to
the
By-Laws
governing
the
Maxis’
LTIP.
LTIP.
Information on the interested Major Shareholders of Maxis
Our Major Shareholders who are deemed interested in the Proposed Mandate and their respective
Our Major Shareholders who are deemed interested in the Proposed Mandate and their respective
shareholding
interests in our
as atinterested
the LPD are
setProposed
out below:Mandate and their respective
Our Major Shareholders
whoCompany
are deemed
in the
shareholding interests in our Company as at the LPD are set out below:
shareholding interests in our Company as at the LPD are set out below:
Interested Major Shareholder
(1)
Interested
Major Shareholder
MCB(1)
MCB(1)
(2)
MCB
BGSM(2)
BGSM(2)
BGSM(3)
UTES
(3)
UTES(3)
(4)
UTES
UTSB(4)
UTSB(4)
(5)
UTSB
PSIL(5)
PSIL(5)
PSIL
26
26
26
Direct
Direct
Direct
No. of Shares
No. of Shares
No. of Shares-----
%
%
%-----
Indirect
Indirect
Indirect
No. of Shares
No. of Shares
No.
of Shares
4,875,000,000
4,875,000,000
4,875,000,000
4,875,000,000
4,875,000,000
4,875,000,000
4,875,000,000
4,875,000,000
4,875,000,000
4,875,000,000
4,875,000,000
4,875,000,000
4,875,000,000
4,875,000,000
4,875,000,000
%
%
%
64.91
64.91
64.91
64.91
64.91
64.91
64.91
64.91
64.91
64.91
64.91
64.91
64.91
64.91
64.91
Direct
Excorp
No. of Shares
%
No. of Shares
%
-
-
4,875,000,000
64.91
-
-
4,875,000,000
64.91
-
-
4,875,000,000
64.91
-
-
4,875,000,000
64.91
-
-
4,875,000,000
64.91
(6)
PanOcean
(6)
(7)
TAK
(8)
HNSB
(9)
THO
Dato’ Badri
(9)
(9)
MSM
STC Malaysia Holding Ltd (“STCM”)
(10)
STC Asia Telecom Holding Ltd (“STCAT”)
Indirect
(11)
(12)
STC
(13)
Public Investment Fund (“PIF”)
-
-
4,875,000,000
64.91
11,000
*
4,875,000,000
64.91
-
-
4,875,000,000
64.91
-
-
4,875,000,000
64.91
-
-
4,875,000,000
64.91
-
-
4,875,000,000
64.91
Notes:
*
(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
Less than 0.01%.
MCB’s deemed interest in the Shares arises by virtue of MCB holding 100% equity interest in BGSM Management,
which in turn holds 100% equity interest in BGSM Equity. BGSM Equity holds 64.91% equity interest in the
Company.
BGSM’s deemed interest in the Shares arises by virtue of BGSM holding 100% equity interest in MCB. See Note
(1) above for MCB’s deemed interest in the Shares.
UTES’ deemed interest in the Shares arises through its wholly-owned subsidiaries, namely, Wilayah Resources
Sdn Bhd (“WRSB”), Tegas Puri Sdn Bhd (“TPSB”), Besitang Barat Sdn Bhd (“BBSB”) and Besitang Selatan Sdn
Bhd (“BSSB”) (collectively, “UT Subsidiaries”) which hold in aggregate 37% direct equity interest in BGSM. See
Note (2) above for BGSM’s deemed interest in the Shares.
UTSB’s deemed interest in the Shares arises by virtue of UTSB holding 100% equity interest in UTES. See Note
(3) above for UTES’ deemed interest in the Shares.
PSIL’s deemed interest in the Shares arises by virtue of PSIL holding 99.999% equity interest in UTSB. See Note
(4) above for UTSB’s deemed interest in the Shares.
PanOcean holds 100% equity interest in Excorp which in turn holds 100% equity interest in PSIL. See Note (5)
above for PSIL’s deemed interest in the Shares. PanOcean is the trustee of a discretionary trust, the beneficiaries
of which are members of the family of TAK and foundations including those for charitable purposes. Although
PanOcean is deemed to have an interest in such Shares, PanOcean does not have any economic or beneficial
interest in such Shares, as such interest is held subject to the terms of such discretionary trust.
TAK’s deemed interest in the Shares arises by virtue of PanOcean’s deemed interest in the Shares. See Note (6)
above for PanOcean’s deemed interest in the Shares. Although TAK is deemed to have an interest in such Shares,
he does not have any economic or beneficial interest in such Shares, as such interest is held subject to the terms
of a discretionary trust referred to in Note (6) above.
HNSB’s deemed interest in the Shares arises through its wholly-owned subsidiaries, namely, Mujur Anggun Sdn
Bhd, Cabaran Mujur Sdn Bhd, Anak Samudra Sdn Bhd, Dumai Maju Sdn Bhd, Nusantara Makmur Sdn Bhd, Usaha
Kenanga Sdn Bhd and Tegas Sari Sdn Bhd (collectively, “HNSB Subsidiaries”), which hold in aggregate 30%
equity interest in BGSM. See Note (2) above for BGSM’s deemed interest in the Shares.
The HNSB Subsidiaries hold their deemed interest in such Shares under discretionary trusts for Bumiputera
objects. As such, HNSB does not have any economic interest in such Shares as such interest is held subject to the
terms of such discretionary trusts.
(9)
(10)
His deemed interest in the Shares arises by virtue of his 25% direct equity interest in HNSB. However, he does not
have any economic interest in such Shares as such interest is held subject to the terms of the discretionary trusts
referred to in Note (8) above.
STCM’s deemed interest in the Shares arises by virtue of STCM holding 25% equity interest in BGSM. See Note
(2) above for BGSM’s deemed interest in the Shares.
27
27
(11)
(12)
(13)
(d)
STCAT’s deemed interest in the Shares arises by virtue of STCAT holding 100% equity interest in STCM. See Note
(10) above for STCM’s deemed interest in the Shares.
STC’s deemed interest in the Shares arises by virtue of STC holding 100% equity interest in STCAT. See Note (11)
above for STCAT’s deemed interest in the Shares.
PIF’s deemed interest in the Shares arises by virtue of PIF holding 70% equity interest in STC. See Note (12)
above for STC’s deemed interest in the Shares.
Information on Persons Connected to the interested Directors
There is no Persons Connected to the interested Directors of our Group who have interests in the
Shares, whether direct or indirect in our Company as at the LPD.
(e)
Information on Persons Connected to our interested Major Shareholders
The Persons Connected to our interested Major Shareholders who have interests in the Shares,
whether direct or indirect, and their respective shareholdings in our Company as at the LPD are set
out below:
Persons Connected to the interested
Major Shareholders
Mohd Din bin Merican
Direct
No. of Shares
%
No. of Shares
%
2,000
*
-
-
4,875,000,000
64.91
-
-
-
-
4,875,000,000
64.91
(1)
BGSM Equity
Indirect
(2)
BGSM Management
Notes:
*
Less than 0.01%.
(1)
A person connected to MSM.
(2)
BGSM Management’s deemed interest in the Shares arises by virtue of BGSM Management holding 100% equity
interest in BGSM Equity.
28
28
APPENDIX IV
ABSTENTION FROM VOTING
Each of our Directors who is interested in any of the RRPTs covered under the Proposed Mandate has
abstained and will continue to abstain from all Board deliberations and voting in relation to the Proposed
Mandate concerning those RRPTs involving his interests and/or the interests of Persons Connected to him.
Our interested Directors and interested Major Shareholders will abstain from voting at the forthcoming EGM
in respect of their direct and/or indirect shareholdings on the relevant ordinary resolutions comprised in the
Proposed Mandate in respect of the RRPTs with the transacting parties as set out in the table below. Our
interested Directors and interested Major Shareholders have also undertaken to ensure that Persons
Connected to them will abstain from voting on the relevant resolutions in respect of the Proposed Mandate
at our forthcoming EGM in which they and/or Persons Connected to them have interests.
Transacting
Parties
1.
Interested
Directors
Interested Major
Shareholders
AMH Group
including but
without limitation
to:
(a)
MBNS

LGK








UTSB
PSIL
Excorp
PanOcean
TAK
THO
Dato’ Badri
MSM
29
29
Persons Connected*
(a), (b) & (c)












HNSB
(a), (b) & (c)
UKSB
(a), (b) & (c)
ASSB
(a), (b) & (c)
DMSB
(a), (b) & (c)
NMSB
(a), (b) & (c)
CMSB
(a), (b) & (c)
MASB
(a), (b) & (c)
TSSB
(a), (b) & (c)
Angsana Kukuh Sdn Bhd (“AKSB“)
(a), (b) & (c)
Desa Bidara Sdn Bhd (“DBSB”)
(a), (b) & (c)
Indomurni Sdn Bhd (“Indomurni”)
Beduk Selatan Sdn Bhd (“Beduk Selatan”)

Badai Maju Sdn Bhd (“Badai Maju”)







Badai Jaya Sdn Bhd (“BJSB”)
(a), (b) & (c)
Tenaga Tegap Sdn Bhd (“TTSB”)
Bagan Budiman Sdn Bhd (“Bagan
(a), (b) & (c)
Budiman”)
(a), (b) &(c)
Samudra Capital Sdn Bhd ("SCSB")
(a), (b) & (c)
Alam Nakhoda Sdn Bhd (“ANSB”)
(a), (b) & (c)
Nusantara Saga Sdn Bhd (“NSSB”)
(a), (b) &
Nusantara Tegas Sdn Bhd (“NTSB”)



















Citra Cekal Sdn Bhd (“CCSB”)
(d)
MAIH
(d)
Pacific Fortune Sdn Bhd (“PFSB”)
(d)
Ria Utama Sdn Bhd (“RUSB”)
(d)
Tetap Emas Sdn Bhd (“TESB”)
(d)
MAI Sdn Bhd (“MAI”)
(d)
Terang Equity Sdn Bhd (“TEQSB”)
(d)
Wangi Terang Sdn Bhd (“WTSB”)
(d) & (e)
UTES
(a), (b), (c), (d) & (e)
BGSM
(a), (b), (c), (d) & (e)
MCB
(a), (b), (c), (d) & (e)
BGSM Management
(a), (b), (c), (d) & (e)
BGSM Equity
(d) & (e)
WRSB
(d) & (e)
TPSB
(d) & (e)
BBSB
(d) & (e)
BSSB
(d) & (e)
WBSB
(d) & (e)
TMSB
(a), (b) & (c)
(a), (b) &
(c)
(a), (b) & (c)
(c)
(a), (b) & (c)
Transacting
Parties
Interested
Directors
Interested Major
Shareholders
Persons Connected*





























MAIH
(d)
PFSB
(d)
RUSB
(d)
TESB
(d)
MAI
(d)
TEQSB
(d)
WTSB
(d) & (e)
UTES
(d) & (e)
WRSB
(d) & (e)
TPSB
(d) & (e)
BBSB
(d) & (e)
BSSB
(d) & (e)
WBSB
(d) & (e)
TMSB
(d) & (e)
BMSB
(d) & (e)
BUSB
(d)
EINV
(d)
EAT
(d)
GMT
(d)
WCT
(d)
MHSB
(d)
SENV
(d) & (e)
BGSM
(d) & (e)
MCB
(d) & (e)
BGSM Management
(d) & (e)
BGSM Equity

2.
Tanjong Group
including but
without limitation
to:
(a)
(b)
TCCPM
TGV

LGK





UTSB
PSIL
Excorp
PanOcean
TAK
30
30
(d) & (e)
BMSB
(d) & (e)
BUSB
(d)
Eridanes International N.V. (“EINV”)
(d)
East Asia Telecommunications Ltd (“EAT”)
Global Multimedia Technologies (BVI) Ltd
(d)
(“GMT”)
Worldwide Communications Technologies
(d)
Ltd ("WCT")
(d)
Maxis Holdings Sdn Bhd (“MHSB”)
(d)
Shield Estate N.V. (“SENV”)
(a)





(d)
Transacting
Parties
3.
Interested
Directors
Interested Major
Shareholders
MGB Group
including but
without limitation
to:
(a) MSS
(b) MBI

LGK



Persons Connected*




















































TAK
THO
MSM
31
31
(a) & (b)
HNSB
(a) & (b)
UKSB
(a) & (b)
ASSB
(a) & (b)
DMSB
(a) & (b)
NMSB
(a) & (b)
CMSB
(a) & (b)
MASB
(a) & (b)
TSSB
(a) & (b)
AKSB
(a) & (b)
DBSB
(a) & (b)
Indomurni
(a) & (b)
Beduk Selatan
(a) & (b)
Badai Maju
(a) & (b)
BJSB
(a) & (b)
TTSB
(a) & (b)
Bagan Budiman
(a) & (b)
SCSB
(a) & (b)
ANSB
(a) & (b)
NSSB
(a) & (b)
NTSB
(a) & (b)
CCSB
(d)
MAIH
(d)
PFSB
(d)
RUSB
(d)
TESB
(d)
MAI
(d)
TEQSB
(d)
WTSB
(a), (b) & (d)
BGSM
(a), (b) & (d)
MCB
(a), (b) & (d)
BGSM Management
(a), (b) & (d)
BGSM Equity
(d)
UTES
(d)
UTSB
(d)
PSIL
(d)
Excorp
(d)
PanOcean
(d)
WRSB
(d)
TPSB
(d)
BBSB
(d)
BSSB
(d)
WBSB
(d)
TMSB
(d)
BMSB
(d)
BUSB
(d)
EINV
(d)
EAT
(d)
GMT
(d)
WCT
(d)
MHSB
(d)
SENV
(a)
Transacting
Parties
4.
Interested
Directors
Interested Major
Shareholders
UT Group
including but
without limitation
to:
(a) UTSBM
(b) SLT
(c) Mobitel

LGK






UTSB
PSIL
Excorp
PanOcean
TAK
MSM





UTSB
PSIL
Excorp
PanOcean
TAK
32
32
Persons Connected*
















































(a)
HNSB
(a)
UKSB
(a)
ASSB
(a)
DMSB
(a)
NMSB
(a)
CMSB
(a)
MASB
(a)
TSSB
(a)
AKSB
(a)
DBSB
(a)
Indomurni
(a)
Beduk Selatan
(a)
Badai Maju
(a)
BJSB
(a)
TTSB
(a)
Bagan Budiman
(a)
SCSB
(a)
ANSB
(a)
NSSB
(a)
NTSB
(a)
CCSB
(d)
MAIH
(d)
PFSB
(d)
RUSB
(d)
TESB
(d)
MAI
(d)
TEQSB
(d)
WTSB
(d) & (e)
UTES
(a), (d) & (e)
BGSM
(a), (d) & (e)
MCB
(a), (d) & (e)
BGSM Management
(a), (d) & (e)
BGSM Equity
(d) & (e)
WRSB
(d) & (e)
TPSB
(d) & (e)
BBSB
(d) & (e)
BSSB
(d) & (e)
WBSB
(d) & (e)
TMSB
(d) & (e)
BMSB
(d) & (e)
BUSB
(d)
EINV
(d)
EAT
(d)
GMT
(d)
WCT
(d)
MHSB
(d)
SENV
(a)
5.
Transacting
Parties
Interested
Directors
UMTS




LGK
FMC
NM
ML
Interested Major
Shareholders








UTSB
PSIL
Excorp
PanOcean
TAK
THO
Dato’ Badri
MSM
33
33
Persons Connected*
















































(a), (b) & (c)
HNSB
(a), (b) & (c)
UKSB
(a), (b) & (c)
ASSB
(a), (b) & (c)
DMSB
(a), (b) & (c)
NMSB
(a), (b) & (c)
CMSB
(a), (b) & (c)
MASB
(a), (b) & (c)
TSSB
(a), (b) & (c)
AKSB
(a), (b) & (c)
DBSB
(a), (b) & (c)
Indomurni
(a), (b) & (c)
Beduk Selatan
(a), (b) & (c)
Badai Maju
(a), (b) & (c)
BJSB
(a), (b) & (c)
TTSB
(a), (b) & (c)
Bagan Budiman
(a), (b) & (c)
SCSB
(a), (b) & (c)
ANSB
(a), (b) & (c)
NSSB
(a), (b) & (c)
NTSB
(a), (b) & (c)
CCSB
(d)
MAIH
(d)
PFSB
(d)
RUSB
(d)
TESB
(d)
MAI
(d)
TEQSB
(d)
WTSB
(a), (b), (c), (d) & (e)
BGSM
(a), (b), (c), (d) & (e)
MCB
(a), (b), (c), (d) & (e)
BGSM Management
(a), (b), (c), (d) & (e)
BGSM Equity
(d) & (e)
UTES
(d) & (e)
WRSB
(d) & (e)
TPSB
(d) & (e)
BBSB
(d) & (e)
BSSB
(d) & (e)
WBSB
(d) & (e)
TMSB
(d) & (e)
BMSB
(d) & (e)
BUSB
(d)
EINV
(d)
EAT
(d)
GMT
(d)
WCT
(d)
MHSB
(d)
SENV
(a)
Transacting
Parties
6.
Interested
Directors
MCB Group
including but
without limitation
to:
(a) Aircel Limited
(b) DWL


FMC
MAH
(c) Bridge
Mobile
7.
Interested Major
Shareholders
















MCB
BGSM
UTES
UTSB
PSIL
Excorp
PanOcean
TAK
HNSB
THO
Dato’ Badri
MSM
STCM
STCAT
STC
PIF
STC Group
including but not
without limitation
to:
(a)
(b)
(c)
(d)
Cell C
KTC
AVEA
Viva


FMC
MAH

STC
34
34
Persons Connected*
(a), (b), (c) & (h)












































UKSB
(a), (b), (c) & (h)
ASSB
(a), (b), (c) & (h)
DMSB
(a), (b), (c) & (h)
NMSB
(a), (b), (c) & (h)
CMSB
(a), (b), (c) & (h)
MASB
(a), (b), (c) & (h)
TSSB
(a), (b), (c) & (h)
AKSB
(a), (b), (c) & (h)
DBSB
(a), (b), (c) & (h)
Indomurni
(a), (b), (c) & (h)
Beduk Selatan
(a), (b), (c) & (h)
Badai Maju
(a), (b), (c) & (h)
BJSB
(a), (b), (c) & (h)
TTSB
(a), (b), (c) & (h)
Bagan Budiman
(a), (b), (c) & (h)
SCSB
(a), (b), (c) & (h)
ANSB
(a), (b), (c) & (h)
NSSB
(a), (b), (c) & (h)
NTSB
(a), (b), (c) & (h)
CCSB
(d)
MAIH
(d)
PFSB
(d)
RUSB
(d)
TESB
(d)
MAI
(d)
TEQSB
(d)
WTSB
(d), (e) & (f)
WRSB
(d), (e) & (f)
TPSB
(d), (e) & (f)
BBSB
(d), (e) & (f)
BSSB
(d), (e) & (f)
WBSB
(d), (e) & (f)
TMSB
(d), (e) & (f)
BMSB
(d), (e) & (f)
BUSB
(d)
EINV
(d)
EAT
(d)
GMT
(d)
WCT
(d)
MHSB
(d)
SENV
(a)
(a), (b), (c), (d), (e), (f), (g), (h) & (i)
BGSM Management
(a), (b), (c), (d), (e), (f), (g), (h) & (i)
BGSM Equity







STCM
(g)
STCAT
(g)
PIF
(g)
BGSM
(g)
MCB
(g)
BGSM Management
(g)
BGSM Equity
(g)
Transacting
Parties
8.
SRGAP
Interested
Directors
-
Interested Major
Shareholders
TAK
Persons Connected*































35
35
(d)
MAIH
(d)
PFSB
(d)
RUSB
(d)
TESB
(d)
MAI
(d)
TEQSB
(d)
WTSB
(d)
WRSB
(d)
TPSB
(d)
BBSB
(d)
BSSB
(d)
WBSB
(d)
TMSB
(d)
BMSB
(d)
BUSB
(d)
EINV
(d)
EAT
(d)
GMT
(d)
WCT
(d)
MHSB
(d)
SENV
(d)
BGSM
(d)
MCB
(d)
BGSM Management
(d)
BGSM Equity
(d)
UTES
(d)
UTSB
(d)
PSIL
(d)
Excorp
(d)
PanOcean
(d)
TMK
Transacting
Parties
9.
MLP
Interested
Directors
-
Interested Major
Shareholders


TAK
MSM
Persons Connected*




















































36
36
(a)
HNSB
(a)
UKSB
(a)
ASSB
(a)
DMSB
(a)
NMSB
(a)
CMSB
(a)
MASB
(a)
TSSB
(a)
AKSB
(a)
DBSB
(a)
Indomurni
(a)
Beduk Selatan
(a)
Badai Maju
(a)
BJSB
(a)
TTSB
(a)
Bagan Budiman
(a)
SCSB
(a)
ANSB
(a)
NSSB
(a)
NTSB
(a)
CCSB
(d)
MAIH
(d)
PFSB
(d)
RUSB
(d)
TESB
(d)
MAI
(d)
TEQSB
(d)
WTSB
(a) & (d)
BGSM
(a) & (d)
MCB
(a) & (d)
BGSM Management
(a) & (d)
BGSM Equity
(d)
UTES
(d)
UTSB
(d)
PSIL
(d)
PanOcean
(d)
Excorp
(d)
WRSB
(d)
TPSB
(d)
BBSB
(d)
BSSB
(d)
WBSB
(d)
TMSB
(d)
BMSB
(d)
BUSB
(d)
EINV
(d)
EAT
(d)
GMT
(d)
WCT
(d)
MHSB
(d)
SENV
(a)
Notes:
*
The list may not be exhaustive. However as explained under Section 7 of this Circular, the interested Directors and
interested Major Shareholders will undertake to ensure that Persons Connected to them will abstain from all deliberations
and voting at the forthcoming EGM on the resolutions of the Proposed Mandate in which they have an interest.
(a)
A person connected to MSM.
(b)
A person connected to THO.
(c)
A person connected to Dato’ Badri.
(d)
A person connected to TAK.
(e)
A person connected to UTSB, PSIL, Excorp and PanOcean.
(f)
A person connected to UTES.
(g)
A person connected to STC.
(h)
A person connected to HNSB.
(i)
A person connected to MCB, BGSM, STCM, STCAT and PIF.
(The rest of this page has been intentionally left blank)
37
APPENDIX V
ADDITIONAL INFORMATION
1.
Responsibility Statement
This Circular has been seen and approved by our Directors who collectively and individually accept
full responsibility for the accuracy of the information contained herein. Our Directors confirm that,
after making all enquiries as were reasonable in the circumstances and to the best of their
knowledge and belief, there is no other fact, the omission of which would make any statement herein
misleading.
2
Material Contracts
As at the LPD, neither our Company nor our subsidiaries have entered into any material contracts
(not being contracts entered into in the ordinary course of business), within the 2 years immediately
preceding the date of this Circular.
3.
Material Litigation, Claims or Arbitration
As at the LPD, neither our Company nor our subsidiaries are involved in any material litigation,
claims or arbitration, and our Company and our subsidiaries are not aware of any material litigation,
claims or arbitration pending or threatened against our Company and our subsidiaries.
4.
Documents Available for Inspection
Copies of the following documents are available for inspection at the registered office of our
Company at Level 21, Menara Maxis, Kuala Lumpur City Centre, Off Jalan Ampang, 50088 Kuala
Lumpur, Malaysia, between 9.00 a.m. to 5.30 p.m. on Monday to Friday (except public holidays)
from the date of this Circular up to and including the date of Seventh AGM:
(a)
Memorandum and Articles of Association of our Company; and
(b)
Audited consolidated financial statements of our Company for the past 2 financial years
ended 31 December 2014 and 31 December 2015.
38
MAXIS BERHAD
(Company No.: 867573-A)
NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of Maxis Berhad (“Maxis” or “the
st
Company”) will be held at the Grand Ballroom, 1 Floor, Sime Darby Convention Centre, 1A Jalan
Bukit Kiara 1, 60000 Kuala Lumpur, Malaysia on Wednesday, 20 April 2016 at 11.30 a.m. or
immediately after the conclusion or adjournment (as the case may be) of the Seventh Annual
General Meeting of the Company which will be held at the same venue and on the same day at 10.00
a.m. or any adjournment of the Extraordinary General Meeting, whichever is later, for the purpose of
considering and, if thought fit, passing with or without modifications the following resolutions:
ORDINARY RESOLUTION 1
Proposed shareholders’ mandate for the Company and/or its subsidiaries to enter into recurrent
related party transactions of a revenue or trading nature with Astro Malaysia Holdings Berhad
and/or its affiliates, including but not limited to MEASAT Broadcast Network Systems Sdn Bhd
“THAT approval be and is hereby given pursuant to Paragraph 10.09 of the Main Market Listing
Requirements of Bursa Malaysia Securities Berhad (“Listing Requirements”) for the Company and/or its
subsidiaries to enter into recurrent related party transactions of a revenue or trading nature with Astro
Malaysia Holdings Berhad and/or its affiliates, including but not limited to MEASAT Broadcast Network
Systems Sdn Bhd as specified in Part A(i) of Appendix I of the Company’s Circular to shareholders dated
23 March 2016 provided that such transactions are necessary for day-to-day operations of the Company
and/or its subsidiaries and are carried out in the ordinary course of business on normal commercial terms
and on terms which are not more favourable to the parties with which such recurrent transactions are to be
entered into than those generally available to the public and which are not detrimental to the noninterested shareholders of the Company,
AND THAT the mandate conferred by this resolution shall continue to be in force until:
(a)
the conclusion of the next annual general meeting of the Company following the general meeting
at which this resolution shall be passed, at which time it will lapse, unless by a resolution passed at
such meeting, the authority conferred by this resolution is renewed; or
(b)
the expiration of the period within which the next annual general meeting is required to be held
pursuant to Section 143(1) of the Companies Act, 1965 (but shall not extend to such extension as
may be allowed pursuant to Section 143(2) of the Companies Act, 1965); or
(c)
this resolution is revoked or varied by resolution passed by shareholders in general meeting,
AND THAT the Directors of the Company be authorised to complete and do all such acts and things
(including executing all such documents as may be required) as they may consider expedient or necessary
to give effect to this resolution.”
related party transactions of a revenue or trading nature with Tanjong Public Limited Company
and/or its affiliates, including but not limited to Tanjong City Centre Property Management Sdn Bhd
and TGV Cinemas Sdn Bhd
“THAT approval be and is hereby given pursuant to Paragraph 10.09 of the Listing Requirements for the
Company and/or its subsidiaries to enter into recurrent related party transactions of a revenue or trading
nature with Tanjong Public Limited Company and/or its affiliates, including but not limited to Tanjong City
Centre Property Management Sdn Bhd and TGV Cinemas Sdn Bhd as specified in Parts A(ii) and B(i) of
Appendix I of the Company’s Circular to shareholders dated 23 March 2016, provided that such
transactions are necessary for day-to-day operations of the Company and/or its subsidiaries and are
carried out in the ordinary course of business on normal commercial terms and on terms which are not
more favourable to the parties with which such recurrent transactions are to be entered into than those
generally available to the public and which are not detrimental to the non-interested shareholders of the
Company,
(a)
(b)
(c)
related party transactions of a revenue or trading nature with MEASAT Global Berhad and/or its
affiliates, including but not limited to MEASAT Satellite Systems Sdn Bhd and Measat Broadband
(International) Ltd
nature with MEASAT Global Berhad and/or its affiliates, including but not limited to MEASAT Satellite
Systems Sdn Bhd and Measat Broadband (International) Ltd as specified in Part A(iii) of Appendix I of the
Company’s Circular to shareholders dated 23 March 2016, provided that such transactions are necessary
for day-to-day operations of the Company and/or its subsidiaries and are carried out in the ordinary course
of business on normal commercial terms and on terms which are not more favourable to the parties with
which such recurrent transactions are to be entered into than those generally available to the public and
which are not detrimental to the non-interested shareholders of the Company,
(a)
(b)
(c)
related party transactions of a revenue or trading nature with Usaha Tegas Sdn Bhd and/or its
affiliates, including but not limited to UTSB Management Sdn Bhd, Mobitel (Private) Limited and Sri
Lanka Telecom PLC
nature with Usaha Tegas Sdn Bhd and/or its affiliates, including but not limited to UTSB Management Sdn
Bhd, Mobitel (Private) Limited and Sri Lanka Telecom PLC as specified in Part A(iv) and Part B(ii) of
Appendix I of the Company’s Circular to shareholders dated 23 March 2016, provided that such
transactions are necessary for day-to-day operations of the Company and/or its subsidiaries and are carried
out in the ordinary course of business on normal commercial terms and on terms which are not more
favourable to the parties with which such recurrent transactions are to be entered into than those generally
available to the public and which are not detrimental to the non-interested shareholders of the Company,
(a)
at which this resolution shall be passed, at which time it will lapse, unless by a resolution passed
at such meeting, the authority conferred by this resolution is renewed; or
(b)
(c)
related party transactions of a revenue or trading nature with UMTS (Malaysia) Sdn Bhd
nature with UMTS (Malaysia) Sdn Bhd as specified in Part A(v) of Appendix I of the Company’s Circular to
shareholders dated 23 March 2016, provided that such transactions are necessary for day-to-day
operations of the Company and/or its subsidiaries and are carried out in the ordinary course of business on
normal commercial terms and on terms which are not more favourable to the party with which such
recurrent transactions are to be entered into than those generally available to the public and which are not
detrimental to the non-interested shareholders of the Company,
(a)
at which this resolution shall be passed, at which time it will lapse, unless by a resolution passed
at such meeting, the authority conferred by this resolution is renewed; or
(b)
pursuant to Section 143(1) of the Companies Act, 1965 (but shall not extend to such extension
as may be allowed pursuant to Section 143(2) of the Companies Act, 1965); or
(c)
to give effect to this resolution."
related party transactions of a revenue or trading nature with Maxis Communications Berhad
and/or its affiliates, including but not limited to Dishnet Wireless Limited, Aircel Limited and Bridge
Mobile Pte Ltd
nature with Maxis Communications Berhad and/or its affiliates, including but not limited to Dishnet Wireless
Limited, Aircel Limited and Bridge Mobile Pte Ltd as specified in Part A(vi) of Appendix I of the Company’s
Circular to shareholders dated 23 March 2016, provided that such transactions are necessary for day-today operations of the Company and/or its subsidiaries and are carried out in the ordinary course of
business on normal commercial terms and on terms which are not more favourable to the parties with
which such recurrent transactions are to be entered into than those generally available to the public and
which are not detrimental to the non-interested shareholders of the Company,
(a)
(b)
(c)
related
party
transactionsmandate
of a revenue
trading nature
Saudi Telecom
its
Proposed
shareholders’
for theorCompany
and/orwith
its subsidiaries
to Company
enter into and/or
recurrent
affiliates,
including
but notoflimited
to Cell
C (Ply) nature
Ltd, Kuwait
Telecom
Company,
AVEA
İletişim
related party
transactions
a revenue
or trading
with Saudi
Telecom
Company
and/or
its
Hizmetleri
A.Ş.and Viva
BSCto
(C)Cell C (Ply) Ltd, Kuwait Telecom Company, AVEA İletişim
affiliates, including
but Bahrain
not limited
Hizmetleri A.Ş.and Viva Bahrain BSC (C)
Company
and/or be
its and
subsidiaries
enterpursuant
into recurrent
related party
of Requirements
a revenue or trading
“THAT
approval
is herebytogiven
to Paragraph
10.09transactions
of the Listing
for the
nature
with
Saudi
Telecom
Company
and/or
its
affiliates,
including
but
not
limited
Cell C or
(Pty)
Ltd,
Company and/or its subsidiaries to enter into recurrent related party transactions of atorevenue
trading
Kuwait
Telecom
Company,
AVEA
İletişim
Hizmetleri
A.Ş.
and
Viva
Bahrain
BSC
(C)
as
specified
in
Part
nature with Saudi Telecom Company and/or its affiliates, including but not limited to Cell C (Pty) Ltd,
A(vii) ofTelecom
AppendixCompany,
I of the Company’s
Circular
to shareholders
dated
23 March
provided
that
Kuwait
AVEA İletişim
Hizmetleri
A.Ş. and Viva
Bahrain
BSC2016,
(C) as
specified
in such
Part
transactions
are necessary
for day-to-day
operations
of the Company
and/or 2016,
its subsidiaries
andsuch
are
A(vii) of Appendix
Circular
to shareholders
dated 23 March
provided that
carried
out inare
thenecessary
ordinary course
of business
on normal
terms
and its
on subsidiaries
terms which and
are are
not
transactions
for day-to-day
operations
of commercial
the Company
and/or
more favourable
the parties
withofwhich
suchonrecurrent
transactions terms
are toand
be entered
thanare
those
carried
out in thetoordinary
course
business
normal commercial
on termsinto
which
not
generally
available
publicwith
andwhich
whichsuch
are not
detrimental
to the non-interested
shareholders
the
more favourable
to to
thethe
parties
recurrent
transactions
are to be entered
into than of
those
Company,
generally available to the public and which are not detrimental to the non-interested shareholders of the
Company,
(a)
at
this resolution
shallannual
be passed,
at meeting
which time
willCompany
lapse, unless
by a the
resolution
at
(a)
thewhich
conclusion
of the next
general
of itthe
following
generalpassed
meeting
such
meeting,
the authority
by at
this
resolution
renewed;
or
at which
this resolution
shallconferred
be passed,
which
time itiswill
lapse, unless
by a resolution passed at
(b)
pursuant
to Section
the Companies
(but
shall not
extendistorequired
such extension
as
(b)
the expiration
of the143(1)
periodofwithin
which the Act,
next 1965
annual
general
meeting
to be held
may
be
allowed
pursuant
to
Section
143(2)
of
the
Companies
Act,
1965);
or
(c)
(c)
(including
executing
all suchofdocuments
as may
required)toascomplete
they mayand
consider
or and
necessary
AND
THAT
the Directors
the Company
be be
authorised
do allexpedient
such acts
things
to
give
effect
to
this
resolution.”
related
party
transactionsmandate
of a revenue
or trading
nature
withits
SRG
Asia Pacific
Bhd
Proposed
shareholders’
for the
Company
and/or
subsidiaries
to Sdn
enter
into recurrent
related party transactions of a revenue or trading nature with SRG Asia Pacific Sdn Bhd
Company
and/or be
its and
subsidiaries
enterpursuant
into recurrent
related party
of Requirements
“THAT
approval
is herebytogiven
to Paragraph
10.09transactions
of the Listing
for the
nature
withand/or
SRG Asia
Pacific SdntoBhd
as into
specified
in Part
A(x) of
Appendix
I of theofCompany’s
to
Company
its subsidiaries
enter
recurrent
related
party
transactions
a revenue Circular
or trading
shareholders
dated
March
provided
such
transactions
for day-to-day
nature with SRG
Asia23
Pacific
Sdn2016,
Bhd as
specifiedthat
in Part
A(x)
of Appendixare
I of necessary
the Company’s
Circular to
operations of the
Company
and/or2016,
its subsidiaries
carried
out in the are
ordinary
course for
of business
on
shareholders
dated
23 March
provided and
that are
such
transactions
necessary
day-to-day
normal
commercial
terms and
onitsterms
which are
to the party
with
which such
operations
of the Company
and/or
subsidiaries
and not
are more
carriedfavourable
out in the ordinary
course
of business
on
recurrentcommercial
transactions
are toand
be entered
than are
those
available to
aresuch
not
normal
terms
on termsinto
which
notgenerally
more favourable
tothe
thepublic
partyand
withwhich
which
detrimental
shareholders
of the
Company,
recurrent transactions
are to be entered
into than
those
generally available to the public and which are not
detrimental to the non-interested shareholders of the Company,
(a)
at
this resolution
shallannual
be passed,
at meeting
which time
willCompany
lapse, unless
by a the
resolution
at
(a)
thewhich
conclusion
of the next
general
of itthe
following
generalpassed
meeting
such
meeting,
the authority
by at
this
resolution
renewed;
or
at which
this resolution
shallconferred
be passed,
which
time it iswill
lapse, unless
(b)
pursuant
to Section
the Companies
(but
shall not
extendistorequired
such extension
as
(b)
the expiration
of the143(1)
periodofwithin
which the Act,
next 1965
annual
general
meeting
to be held
may
be allowed
pursuant
toof
Section
143(2) of the
Act, 1965);
or to such extension as
pursuant
to Section
143(1)
the Companies
Act,Companies
1965 (but shall
not extend
(c)
(c)
AND THAT
the Directors
the Company
be be
authorised
do allexpedient
such acts
things
(including
executing
all suchofdocuments
as may
they mayand
consider
or and
necessary
AND
the
Directors
the Company
be be
authorised
do allexpedient
such acts
things
(including
executing
all suchofdocuments
as may
they mayand
consider
or and
necessary
to
giveTHAT
effect
to this
resolution.”
(including
executing
all such documents as may be required) as they may consider expedient or necessary
to
give effect
to this resolution.”
ORDINARYshareholders’
RESOLUTIONmandate
9
Proposed
for the Company and/or its subsidiaries to enter into recurrent
related party transactions of a revenue or trading nature with Malaysian Landed Property Sdn Bhd
Proposed
shareholders’
for the
Company
and/or
subsidiaries
to enter
intoSdn
recurrent
related
party
transactionsmandate
of a revenue
or trading
nature
withits
Malaysian
Landed
Property
Bhd
Proposed
shareholders’
for the
Company
and/or
subsidiaries
to enter
intoSdn
recurrent
related
party
transactionsmandate
of a revenue
or trading
nature
withits
Malaysian
Landed
Property
Bhd
related
party transactions
of a revenue
or trading
with10.09
Malaysian
Property Sdnfor
Bhd
“THAT approval
be and is hereby
given pursuant
to nature
Paragraph
of the Landed
Listing Requirements
the
“THAT
approval
is herebytogiven
to Paragraph
10.09transactions
of the Listing
for the
Company
and/or be
its and
subsidiaries
enterpursuant
into recurrent
related party
of Requirements
nature with Malaysian Landed Property Sdn Bhd as specified in Part A(xi) of Appendix I of the Company’s
“THAT
approval
be
is hereby
pursuant
tospecified
Paragraph
10.09A(xi)
of the
Listing
for the
Company
and/or
its and
subsidiaries
togiven
enter
intoBhd
recurrent
related
transactions
of Requirements
a Irevenue
or trading
nature
with
Malaysian
Landed
Property
Sdn
as
in party
Part
of Appendix
of the Company’s
Circular to shareholders dated 23 March 2016, provided that such transactions are necessary for day-toCompany
and/or
its
subsidiaries
to
enter
into
recurrent
related
party
transactions
of
a
revenue
or
trading
nature
with
Malaysian
Landed
Property
Sdn
Bhd
as
specified
in
Part
A(xi)
of
Appendix
I
of
the
Company’s
Circular to shareholders dated 23 March 2016, provided that such transactions are necessary for day-today operations of the Company and/or its subsidiaries and are carried out in the ordinary course of
nature
with
Malaysian
as specified
Partcarried
A(xi) ofout
Appendix
Circular
to shareholders
dated Property
23 and/or
MarchSdn
2016,
provided
that
such
transactions
necessary
for
day-today
operations
of theLanded
Company
its Bhd
subsidiaries
andin
are
inarethe
ordinary
course
of
business on normal commercial terms and on terms which are not more favourable to the party with which
Circular
toonshareholders
dated 23
March
provided
transactions
for
day-today
operations
of the
Company
and/or
itsonsubsidiaries
and
are more
carried
out inarethe
ordinary
course
of
business
normal
commercial
terms
and2016,
terms
whichthat
aresuch
not
favourable
tonecessary
the
party with
which
such recurrent transactions are to be entered into than those generally available to the public and which
day operations
of the
Company
and
are more
carried
out in to
the
ordinary
course
of
business
on normal
commercial
anditsonsubsidiaries
terms
which
are generally
not
favourable
tothe
the
party with
which
such
recurrent
transactions
are terms
to and/or
be entered
into than
those
available
public
and
are not detrimental to the non-interested shareholders of the Company,
business
on normal
and
on terms
which
not more favourable
thepublic
party with
such
recurrent
transactions
are terms
to be entered
into than
generally
available totothe
and which
are
not
detrimental
tocommercial
the non-interested
shareholders
of those
theare
Company,
suchnot
recurrent
transactions
are to be entered
into than
generally available to the public and which
are
detrimental
shareholders
of those
the Company,
are not
detrimental
to the conferred
non-interested
shareholders
of the
Company,
AND
THAT
the mandate
by this
resolution shall
continue
to be in force until:
(a)
AND THAT
the mandate
by this resolution
shall continue
to be in force
until: the general meeting
(a)
the conclusion
of conferred
the next annual
general meeting
of the Company
following
(a)
thewhich
conclusion
of the next
general
meeting
of itthe
following
generalpassed
meeting
at
this resolution
shallannual
be passed,
at which
time
willCompany
lapse, unless
by a the
resolution
at
(a)
thewhich
conclusion
of the
next
general
meeting
of itthe
Company
generalpassed
meeting
at
this resolution
shallannual
be passed,
which
time
lapse, unless
by a the
resolution
at
such
meeting,
the
authority
conferred
by at
this
resolution
iswill
renewed;
orfollowing
at which
this resolution
shallconferred
be passed,
which
time it iswill
lapse, unless
such
meeting,
the authority
by at
this
resolution
renewed;
or
(b)
suchexpiration
meeting, the
authority
by this
is renewed;
or
(b)
the
of the
periodconferred
within which
theresolution
next annual
general meeting
is required to be held
(b)
the expiration
of the143(1)
periodofwithin
which the Act,
next 1965
annual
general
meeting
to be held
pursuant
to Section
the Companies
(but
shall not
extendistorequired
such extension
as
(b)
the expiration
ofpursuant
the143(1)
period
within
which
nextCompanies
annual
general
meeting
to be held
pursuant
to Section
the Companies
Act,
1965
(but
shall
not
extend
such extension
as
may
be allowed
toof
Section
143(2)the
of the
Act, 1965);
or istorequired
pursuant
to Section
143(1)
the Companies
Act,Companies
1965 (but shall
not extend
may
be allowed
pursuant
toof
Section
143(2) of the
Act, 1965);
or to such extension as
(c)
may
be allowedis pursuant
to varied
Sectionby143(2)
of thepassed
Companies
Act, 1965);in
orgeneral meeting,
(c)
this resolution
revoked or
resolution
by shareholders
(c)
(c)
thisisresolution
is revoked or varied by resolution passed by shareholders in general meeting,
whichever
the earliest.
whichever
AND THATis the earliest.
Directors of the Company be authorised to complete and do all such acts and things
AND THAT
the Directors
the Company
be be
authorised
do allexpedient
such actsor and
things
(including
executing
all suchofdocuments
as may
they mayand
consider
necessary
AND
the
Directors
the Company
be be
authorised
do allexpedient
such actsor and
things
(including
executing
all suchofdocuments
as may
they mayand
consider
necessary
to giveTHAT
effect
to this
resolution.”
(including
executing
all such documents as may be required) as they may consider expedient or necessary
to give effect
to this resolution.”
BY ORDER OF THE BOARD
Dipak Kaur
Dipak Kaur
Company Secretary
Dipak KaurSecretary
Company
(LS5204)
Dipak
KaurSecretary
Company
(LS5204)
Company
(LS5204) Secretary
23 March 2016
(LS5204)
23 March 2016
23
March 2016
Notes:
Notes:
23
March 2016
Notes:
1.
1.
Notes:
1.
1.
2.
2.
2.
2.
3.
3.
3.
3.
4.
4.
4.
4.
A member of the Company entitled to attend and vote at this meeting is entitled to appoint not more than two proxies to
A
member
of theforCompany
entitledin to
and vote set
at this
meeting
entitled
appoint
thanbetwo
proxies of
to
attend
and vote
him/her except
theattend
circumstances
out in
Notes is
2 and
3. A to
proxy
may not
but more
need not
a member
attend
and
vote
for
him/her
except
in
the
circumstances
set
out
in
Notes
2
and
3.
A
proxy
may
but
need
not
be
a
member
of
A
member
of
the
Company
entitled
to
attend
and
vote
at
this
meeting
is
entitled
to
appoint
not
more
than
two
proxies
to
the Company. There shall be no restriction as to the qualification of a proxy and the provision of Section 149(1)(b) of the
the
Company.
There
shall
no
restriction
asand
to the
qualification
of a proxy
and
provision
Section
149(1)(b)
of the
attend
and vote
for
him/her
except
in to
thethe
circumstances
set
out in
Notes
2 and
3. A the
proxy
may not
butofmore
need
not
a member
of
Companies
Act,
1965
shall be
not
apply
Company.
A member
of
the
Company
entitled
attend
vote
at this
meeting
is
entitled
to
appoint
thanbe
two
proxies
to
Companies
Act,There
1965
shall be
not
apply
to
Company.
the
Company.
shall
no
restriction
as to the qualification
of a proxy
and
provision
Section
149(1)(b)
of the
attend
and
vote
for
him/her
except
in also
thethe
circumstances
set out in Notes
2 and
3. A the
proxy
may
butofneed
not
be
a member
of
Where
a
member
of
the
Company
is
a
substantial
shareholder
(within
the
meaning
of
the
Companies
Act,
1965)
per
the
Companies
Act,There
1965
shall
not no
apply
to thea Company.
the Company.
shall
be
restriction
as to
the qualification
atoproxy
and
the provision
of Section
149(1)(b)
of the
Where
aofmember
of the
Company
is also
shareholder
(within
the meaning
ofthan)
the Companies
Act,
1965)
per
Record
Depositors,
such
member
shall substantial
be
entitled
to appoint of
up
(but
not more
five
proxies.
For
an exempt
Companies
Act,
1965
shall
not
apply
toshall
thea
Company.
Record
of
Depositors,
such
member
be entitled
to appointforup
to (but
not moreof
than)
five
proxies.
an account
exempt
Where
a
member
of
the
Company
is
also
substantial
(within
thebeneficial
meaning
the Companies
Act,For
1965)
per the
authorised nominee which holds ordinary
shares
in the shareholder
Company
multiple
owners
in one
(1) securities
authorised
nominee
holds
ordinary
shares
in the
Company
forup
multiple
owners
in one
(1) securities
Record
Depositors,
such
be entitled
to appoint
toexempt
(but
not
moreof
than)
five
proxies.
For
an
exempt
("omnibus
account"),
there
is member
no limit
toshall
the
number
of proxies
which
the
authorised
nominee
may
appoint
in account
respect
Where aofmember
of which
the
Company
is also
a
substantial
shareholder
(within
thebeneficial
meaning
the
Companies
Act,
1965)
per the
("omnibus
there
is
no limit
toshall
the
number
of proxies
which
authorised
nominee
may
appoint
in account
respect
authorised
nominee
which
ordinary
shares
in the
Company
forupthe
multiple
in one
(1) securities
of
each omnibus
account
it holds
holds.
Record
of account"),
Depositors,
such
member
be entitled
to appoint
toexempt
(butbeneficial
not
moreowners
than)
five
proxies.
For an
exempt
of
each omnibus
account
holds.
("omnibus
account"),
thereit holds
is
no limit
to the
number
of proxies
which
the
exempt
authorised nominee
may
appoint in account
respect
authorised
nominee
ordinary
shares
in the
Company
for appoint
multiple
beneficial
(1) securities
Where
member
of which
the Company
is an authorised
nominee,
it may
at
least oneowners
proxy in
in one
respect
of each securities
of
eacha
omnibus
account
it is
holds.
("omnibus
account"),
there
no
limit
to
the
number
of
proxies
which
the
exempt
authorised
nominee
may
appoint
in
respect
Where
a
member
of
the
Company
is
an
authorised
nominee,
it
may
appoint
at
least
one
proxy
in
respect
of
each
securities
account it holds to which ordinary shares in the Company are credited. Each appointment of proxy by an authorised nominee
of each
it holds.
account
itmember
holds
toaccount
which
ordinary
in theofCompany
are
credited.
Each
appointment
of proxy
anand
authorised
nominee
Where
of
the Company
is
an authorised
nominee,
it may
appoint
at least one
proxy
in by
respect
ofthe
each
securities
may
beaomnibus
made
separately
or
in oneshares
instrument
proxy
and
shall
specify
the securities
account
number
name
of the
may
beamade
separately
orthe
in authorised
oneshares
instrument
proxy
and
shall
specify
the securities
account
number
name
of the
account
itmember
holds
to
which
ordinary
in
theofCompany
are
credited.
Each
appointment
of proxy
anand
authorised
nominee
beneficial
owner
for
whom
nominee
isnominee,
acting.
Where
of
the Company
is
an authorised
it may
appoint
at least one
proxy
in by
respect
ofthe
each
securities
beneficial
owner
forwhich
whomordinary
nominee
is acting.
may
be made
separately
orthe
in authorised
oneshares
instrument
ofCompany
proxy
and
shall
specify
the securities
account
number
and
the name
of the
account
it
holds
to
in
the
are
credited.
Each
appointment
of
proxy
by
an
authorised
nominee
The instrument
appointing
proxy
shall: nominee is acting.
beneficial
owner
for whomora
authorised
may
be made
separately
in
one shall:
instrument of proxy and shall specify the securities account number and the name of the
The instrument
appointing
athe
proxy
(i) instrument
in theappointing
case
of anthe
individual,
be signed
byisthe
appointor or by his/her attorney; and
beneficial
owner
for whom
authorised
nominee
acting.
The
proxy
shall:
(i)
in the case of anaindividual,
be signed by the appointor or by his/her attorney; and
(ii)
in
the
case
of
a
corporation,
be
either
under
its
common
or under
the hands
its duly authorised attorney or
The
instrument
appointing
aindividual,
proxy shall:
(i)
in the
of
be
the its
appointor
orseal
by his/her
attorney;
and of
(ii)
in
the case
case
of an
a corporation,
besigned
either by
under
common
seal
or under
the hands
of its duly authorised attorney or
officer
on behalf
of the corporation.
(i)
in
the
of
individual,
be
the its
appointor
orseal
by his/her
attorney;
and of its duly authorised attorney or
officer
on behalf
of
the corporation.
(ii)
in
the case
case
of an
a corporation,
besigned
either by
under
common
or under
the hands
officer
on behalf
of the corporation.
(ii)
in
the case
of a corporation,
be either under its common seal or under the hands of its duly authorised attorney or
officer on behalf of the corporation.
5.
Where a member appoints more than one proxy the appointment shall be invalid unless he/she specifies the proportions of
his/her holdings to be represented by each proxy.
6.
The instrument appointing a proxy must be deposited at the office of our Company’s Share Registrar, Symphony
Share Registrars Sdn Bhd at Level 6, Symphony House, Block D13, Pusat Dagangan Dana 1, Jalan PJU 1A/46,
47301 Petaling Jaya, Selangor, Malaysia not less than 48 hours before the time appointed for holding the meeting or
adjourned meeting or in the case of a poll, not less than 24 hours before the time appointed for the taking of the poll;
otherwise the instrument of proxy shall not be treated as valid and the person so named shall not be entitled to vote in
respect thereof. Copies of the duly executed form of proxy which are faxed and/ or e-mailed to us are not acceptable.
7.
A proxy may vote on a show of hands and on a poll. If the form of proxy is returned without an indication as to how the proxy
shall vote on any particular matter the proxy may exercise his discretion as to whether to vote on such matter and if so, how.
8.
A proxy appointed to attend and vote at the meeting shall have the same rights as the member to speak at the meeting.
9.
The lodging of a form of proxy does not preclude a member from attending and voting in person at the meeting should the
member subsequently decide to do so.
MEMBERS ENTITLED TO ATTEND
For purposes of determining the entitlement of a member to attend the Extraordinary General Meeting, the Company shall be
requesting Bursa Malaysia Depository Sdn Bhd, in accordance with Article 81(b) of the Company’s Articles of Association and Section
34(1) of the Securities Industry (Central Depositories) Act 1991, to issue a General Meeting Record of Depositors as at 15 April 2016.
Only a depositor whose name appears on the General Meeting Record of Depositors as at 15 April 2016 shall be entitled to attend the
said meeting or appoint a proxy(ies) to attend and/or vote on such depositor’s behalf.
EMAIL ADDRESS
An email account have been set-up to attend to all queries from shareholders pertaining to the Form of Proxy and all other matters
relating to this forthcoming Extraordinary General Meeting. The email address is [email protected]. This will be valid from 23
March 2016 to 20 April 2016.
PERSONAL DATA PRIVACY
By submitting an instrument appointing a proxy(ies) and/or representative(s) to attend, speak and vote at the Extraordinary General
Meeting (“EGM”) and/or any adjournment thereof, a member of the Company:- (i) consents to the processing of the member’s
personal data by the Company (or its agents): (a) for processing and administration of proxies and representatives appointed for the
EGM; (b) preparation and compilation of the attendance lists, minutes and other documents relating to the EGM (which includes any
adjournments thereto); and (c) for the Company’s (or its agents’) compliance with any applicable laws, listing rules, regulations and/or
guidelines (collectively, the “Purposes”), (ii) warrants that he or she has obtained such proxy(ies)’ and/or representative(s)’ prior
consent for the Company’s (or its agents’) processing of such proxy(ies)’ and/or representative’s(s’) personal data for the Purposes,
and (iii) agrees that the member will indemnify the Company for any penalties, liabilities, claims, demands, losses and damages as a
result of the member’s breach of warranty.
NOTE: the term “processing” and “personal data” shall have the meaning as defined in the Personal Data Protection Act 2010
MAXIS BERHAD
(Company No.: 867573-A)
FORM OF PROXY
*I/* We………………………………………………………*NRIC (new and old)/*Passport /*Company No …………………………………..…
(FULL NAME OF A MEMBER IN BLOCK LETTERS AS PER *IDENTITY CARD/*PASSPORT/*CERTIFICATE OF INCORPORATION)(COMPULSORY)
of………………………………………………………………………………………………..………………………………………………………..
(ADDRESS)
telephone no. ………………………….….……….….. being a member of Maxis Berhad (the “Company”), hereby appoint
………………………………………………………..………………... *NRIC No/*Passport No ……………………..……………………………
(FULL NAME OF A PROXY IN BLOCK LETTERS AS PER *IDENTITY CARD/*PASSPORT)
(COMPULSORY)
of………………………………………………………………………………………………..………………….…………………………………….
(ADDRESS)
and/or…………………………………………………………..…………*NRIC No/*Passport No ………………………………………………….
(COMPULSORY)
of………………………………………………………………………………………………..………….…………………………………………….
(ADDRESS)
Only in the case of a member who is a substantial shareholder / exempt authorised nominee
and/or ……………………………………………………………………*NRIC No/*Passport No ………………………………………………….
(COMPULSORY)
of………………………………………………………………………………………………..………….…………………………………………….
(ADDRESS)
and/or……………………………………………………………….…… *NRIC No/*Passport No ………………………………………………….
(COMPULSORY)
of………………………………………………………………………………………………..………….…………………………………………….
(ADDRESS)
and/or…………………………………………………………..………… *NRIC No/*Passport No …………………………………………………
(COMPULSORY)
of………………………………………………………………………………………………..………….…………………………………………….
(ADDRESS)
or failing *him/*her, THE CHAIRMAN OF THE MEETING as *my/*our *proxy/*proxies to vote for *me/*us and on *my/*our behalf at the
Extraordinary General Meeting of the Company to be held at the Grand Ballroom, 1st Floor, Sime Darby Convention Centre, 1A Jalan
Bukit Kiara 1, 60000 Kuala Lumpur, Malaysia on Wednesday, 20 April 2016 at 11.30 a.m. or at any adjournment thereof. *I/*We
indicate with an “” or “” in the spaces below how *I/*we wish *my/*our vote to be cast:
Agenda
Ordinary Resolution 1
For
Against
✄
Subject to the above stated voting instructions, *my/*our proxy may vote or abstain from voting on any resolution as *he/*she/*they may
think fit.
If appointment of proxy is under hand
If
appointment
………………………………………………………………
If
appointment of
of proxy
proxy is
is under
under hand
hand
………………………………………………………………
If appointment
of proxy
is under*officer
hand or attorney of
Signed
by *individual
member/
………………………………………………………………
Signed by *individual member/ *officer or attorney of
………………………………………………………………
member/
………………………
Signed
by*authorised
*individual nominee
member/ of
*officer
or attorney of
………………………………………………………………
member/
nominee
………………………
………………………………………………………………
Signed by
by*authorised
*individual
member/ of
*officer
or attorney
attorney of
of
(beneficial
owner)
member/
*authorised
nominee
of
………………………
Signed
*individual
member/
*officer
or
(beneficial
owner)
Signed by*authorised
*individual
member/ *officer
or attorney of
member/
nominee
(beneficial
owner)
member/ *authorised
nominee of
of ………………………
………………………
member/ *authorised
nominee of ………………………
(beneficial
(beneficial owner)
owner)
(beneficial
owner)
If appointment
of proxy is under seal
If appointment of proxy is under seal
If appointment of proxy is under seal
If
of
is
The
Common Seal
of ……………………………………
If appointment
appointment
of proxy
proxy
is under
under seal
seal
The
Common Seal
of ……………………………………
If
appointment
of proxy
is under seal
was
hereto affixed
in
with its Articles of
The
Common
Seal
ofaccordance
……………………………………
was
hereto
affixed
in
accordance
The Common
Common
Seal
ofaccordance
……………………………………
Association
in Seal
the presence
of :- with its Articles of
was
hereto affixed
in
The
of
……………………………………
Association
in
the
presence
of
:The Common
Seal
ofaccordance
……………………………………
was
hereto
affixed
in
Association
in
the
presence
of
:was hereto affixed in accordance with
with its
its Articles
Articles of
of
was hereto affixed
in accordance
Association
in
the
presence
of
:………………………
………………………
Association
in
the
presence
of
:………………………
………………………
Association
in
the
presence
of
:Director
*Director/*Secretary
………………………
………………………
Director
………………………
………………………
Director
………………………
………………………
………………………
………………………
Director
in
its
capacity
as
*member/
*attorney of member/
Director
in
its capacity as *member/*Director/*Secretary
Director
*authorised
nominee
of ………………………………
in its capacity
as *member/
*authorised
nominee
of ………………………………
in
its
capacity
as
*member/
*attorney
member/
(beneficial
owner)
*authorised
nominee
of
………………………………
in its capacity as *member/(beneficial
*attorney of
of
member/
owner)
in its capacity as *member/
*attorney of
member/
*authorised
(beneficial
owner)
*authorised nominee
nominee of
of ………………………………
………………………………
*authorised nominee of ………………………………
(beneficial
owner)
(beneficial
owner)
Only in the case of a member
whoowner)
is a substantial
(beneficial
Only in the case of a member who is a substantial
No of shares held : …………………………
No
of
held
…………………………
Securities
Account
.……………………
No
of shares
shares
held :: No:
…………………………
Securities
Account
.……………………
No ofAccount
shares
held : No:
…………………………
(CDS
No)(COMPULSORY)
Securities
Account
No:
.……………………
(CDS Account
No)(COMPULSORY)
Securities
Account
No:
(CDS
Account
No)(COMPULSORY)
Securities Account No: .……………………
.……………………
(CDS
Account
No)(COMPULSORY)
Securities
Account
No: .……………………
Date
:
(CDS
No)(COMPULSORY)
Date Account
:
(CDS
Account
No)(COMPULSORY)
Date :
Date
Date ::
Date :
Seal
Seal
Seal
Seal
Seal
Seal
No
of
held
…………………………
Securities
Account
.……………………
No
of shares
shares
held :: No:
…………………………
Securities
Account
.……………………
No ofAccount
shares
held : No:
…………………………
(CDS
No)
(COMPULSORY)
Securities
Account
No:
.……………………
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(COMPULSORY)
Securities
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(CDS
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.……………………
(CDS
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(CDS
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of Shares
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Proxy
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………………%
No.
of
Shares
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No. of Shares
………………
No. of Shares : ………………
Percentage
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………………%
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MEMBERS ENTITLED TO ATTEND
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Association
and
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the
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Industry
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the
Company
shall
be
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and
Section
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of
the
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Industry
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to
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a
General
Meeting
Record
of
Depositors
as
at
15
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2016.
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……………..
as
at
15
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2016
shall
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a
name
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Percentage
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.%
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asdepositor
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April
2016
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said meeting
or Depositors
appoint a
No. of Proxy
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Fourth
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…………….
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depositor’s
behalf.
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at 15
April
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said meeting or appoint a
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Fourth
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from
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forthcoming
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Percentage : ………………%
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of Proxy The
and all
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email
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to
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and
all
matters
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forthcoming
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No.
of
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:
……….…….
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General
Meeting.
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address
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This
will beaccount
from
23
2016
toto20
April
2016.
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pertaining
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the
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ofMarch
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other
matters
relating
to
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forthcoming
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ofProxy
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have
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attendto
allis queries
from
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General
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email
address
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pertaining
to
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of
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and
all
other
matters
relating
to
this
forthcoming
Percentage
: ………………%
Fifth
Proxy
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No.
of
Shares
:
……….…….
Extraordinary
General
Meeting.
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email
address
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[email protected].
Percentage
: ………………%
pertaining
the
Form23
ofMarch
Proxy 2016
and all
other
matters
to this forthcoming
Fifth
This
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from
to 20
April
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General
Meeting.
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………………%
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from 23
March 2016
to 20 April
2016.
Extraordinary
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Fifth Proxy
This
will be valid
from 23
March 2016
to 20 April
2016.
Percentage
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No.
of Shares
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Fifth
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No. ofProxy
Shares
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delete
if
inappropriate
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No.
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delete
if inappropriate
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delete
if inappropriate
Notes
to
form
of
proxy:
delete
ifif form
inappropriate
Notes
to
of proxy:
delete
inappropriate
1.
A member
of the Company entitled to attend and vote at this meeting is entitled to appoint not more than two proxies to attend and vote for
Notes
to
of proxy:
delete
if form
inappropriate
1.
A
member
of the
entitled toset
attend
and
vote 2atand
this3.meeting
entitled
appoint
notamore
thanoftwo
to attend and
him/her
except
in Company
the circumstances
out in
Notes
A proxyis
but to
need
not be
member
theproxies
Company.There
shallvote
be for
no
Notes
to form
of proxy:
1.
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member
of the
Company
entitled toset
attend
and
vote 2atand
this3.meeting
is may
entitled
appoint
notamore
thanoftwo
to attend and
vote
Notes
to form
of proxy:
him/her
except
in
the
circumstances
out
Notes
A proxy
may
butofto
need
not be
member
theproxies
Company.There
shall
be for
no
restriction
as
theCompany
qualification
of a to
proxy
andin
the
provision
of3.meeting
Section
149(1)(b)
the
Companies
Act,than
1965
shall
not apply
to theand
Company.
1.
A
member
of to
the
entitled
attend
and
vote
atand
this
is may
entitled
to
appoint
notamore
two
proxies
to attend
vote
Notes
to
form
of
proxy:
him/her
except
in
the
circumstances
set
out
in
Notes
2
A
proxy
but
need
not
be
member
of
the
Company.There
shall
be for
no
1.
A
memberas
of to
the
entitled
attend
at this
is entitledoftothe
appoint
not more
proxies
to attend
vote
for
restriction
theCompany
qualification
of a to
proxy
andand
the vote
provision
of meeting
Section 149(1)(b)
Companies
Act,than
1965two
shall
not apply
to theand
Company.
him/her
except
in
the
circumstances
set
out
in
Notes
2
and
3.
A
proxy
may
but
need
not
be
a
member
of
the
Company.There
shall
be
no
1.
A
member
of
the
Company
entitled
to
attend
and
vote
at
this
meeting
is
entitled
to
appoint
not
more
than
two
proxies
to
attend
and
vote
for
restriction
as
to
the
qualification
of
a
proxy
and
the
provision
of
Section
149(1)(b)
of
the
Companies
Act,
1965
shall
not
apply
to
the
Company.
2.
Where aexcept
member
of the
Company isset
also
shareholder
the need
meaning
of the
Companies
1965) per theshall
Record
of
him/her
in the
circumstances
outainsubstantial
Notes 2 and
3. A proxy(within
may but
not be
a member
of theAct,
Company.There
be no
2.
Where
aexcept
member
of
the
Company
isset
also
ainappoint
substantial
shareholder
(within
theof
meaning
of the
Companies
per
thewhich
Record
of
restriction
assuch
to the
qualification
proxy
and
the
provision
of
149(1)(b)
theproxies.For
Companies
Act,
1965
shall
not1965)
apply
to the
Company.
him/her
the
circumstances
out
Notes
2 and
3.Section
Anot
proxy
may
but
need
not be
a an
member
of authorised
theAct,
Company.There
shall
be
no
Depositors,
member
shall of
bea
to
up
to
(but
more
than)
five
exempt
nominee
holds
restriction
as to in
the
qualification
of
aentitled
proxy
and
the
provision
of
Section
149(1)(b)
of
the Companies
Act,
1965
shall
not1965)
apply
to the
Company.
2.
Where
a
member
of
the
Company
is
also
a
substantial
shareholder
(within
the
meaning
of
the
Companies
Act,
per
the
Record
of
Depositors,
such
member
shall
be
entitled
to
appoint
up
to
(but
not
more
than)
five
proxies.For
an
exempt
authorised
nominee
which
holds
restriction
as
to
the
qualification
of
a
proxy
and
the
provision
of
Section
149(1)(b)
of
the
Companies
Act,
1965
shall
not
apply
to
the
Company.
ordinary
inmember
the
Company
for entitled
multiple
beneficial
owners
in one
(1)
securities
account
("omnibus
account"),
there1965)
is no
limit the
to which
the
number
2.
Where
ashares
member
of the
Company
is also to
a appoint
substantial
shareholder
(within
thefive
meaning
of theanCompanies
Act,
per
Record
of
Depositors,
such
shall
be
up
to
(but
not
more
than)
proxies.For
exempt
authorised
nominee
holds
2.
Where ashares
member
of the
Company
is also beneficial
a substantial
shareholder
(within
the account
meaning("omnibus
of the Companies
Act,
1965)
per
the
Record
of
ordinary
in
the
Company
for
multiple
owners
in
one
(1)
securities
account"),
there
is
no
limit
to
the
number
of
proxies
which
the
authorised
nominee
may appoint
in
of
each
omnibus
account
it Companies
holds.
Depositors,
suchin
member
shall
be
to
up to
(but
not (1)
more
than)
five
proxies.For
exempt
authorised
nominee
holds
2.
Where
a member
ofexempt
the
Company
is also
a appoint
substantial
shareholder
(within
the
meaning
of thean
Act,
per
Record
of
ordinary
the
Company
for entitled
multiple
beneficial
owners
in respect
one
securities
account
("omnibus
account"),
there1965)
is no
limit the
to which
the
number
Depositors,
suchthe
member
shall
be
entitled
to
appoint
up to
(but
not more
than)
five
proxies.For
an
exempt
authorised
nominee
which
holds
of
proxiesshares
which
exempt
authorised
nominee
may appoint
in
respect
of
each
omnibus
account
it holds.
ordinary
shares
in
the
Company
for
multiple
beneficial
owners
in
one
(1)
securities
account
("omnibus
account"),
there
is
no
limit
to
the
number
Depositors,
such
member
shall
be
entitled
to
appoint
up
to
(but
not
more
than)
five
proxies.For
an
exempt
authorised
nominee
which
holds
of
proxies
which
the
exempt
authorised
nominee
may
appoint
in
respect
of
each
omnibus
account
it
holds.
3.
Where a shares
member
Company
an authorised
nominee,
at leastaccount
one proxy
in respect
of eachthere
securities
account
it holds
to
ordinary
in of
thethe
Company
forismultiple
beneficial
ownersitinmay
oneappoint
(1) securities
("omnibus
account"),
is no limit
to the
number
3.
Where
a shares
member
of
the
Company
annominee
authorised
nominee,
itin
at least
one
proxy
in respect
of may
eachthere
securities
account
it holds
to
of
proxies
whichshares
the
exempt
may
appoint
respect
of
each
omnibus
account
itnominee
holds.
ordinary
the
Company
forismultiple
beneficial
owners
inmay
oneappoint
(1)of
securities
("omnibus
account"),
is noseparately
limit
to the
number
which
ordinary
the authorised
Company
credited.
Each
appointment
proxy
byaccount
an
authorised
made
in one
of
proxies
whichin
the
authorised
nominee
may
appoint
respect
of
each
omnibus
account
it holds.
3.
Where
a member
of exempt
thein
Company
is anare
authorised
nominee,
itinmay
appoint
at least
one
proxy
in respect
of may
eachbe
securities
account itor
holds
to
which
ordinary
shares
in
the
Company
are
credited.
Each
appointment
of
proxy
by
an
authorised
nominee
be
made
separately
or
in
one
of
proxies
which
the
exempt
authorised
nominee
may
appoint
in
respect
of
each
omnibus
account
it
holds.
instrument
of proxy
specify
theare
securities
account
number
the
name
ofan
the
beneficial
ownerof
for
whom
the authorised
is
3.
Whereordinary
a member
ofand
theinshall
Company
is an
authorised
nominee,
it may and
appoint
at
least
one
proxy
in respect
each
securities
accountnominee
itorholds
to
which
shares
the
Company
credited.
Each
appointment
of
proxy
by
authorised
nominee
may
be
made
separately
in
one
3.
Where a member
ofand
the shall
Company
is an
authorised
nominee,number
it may and
appoint
at
leastofone
proxy
in respect
of
each
securities
accountnominee
it holds to
instrument
of
proxy
specify
the
securities
account
the
name
the
beneficial
owner
for
whom
the
authorised
is
acting.
which
shares
the Company
credited.account
Each appointment
ofthe
proxy
byofan
authorised
nominee
may
be
made
separately
in one
3.
Whereordinary
a member
ofand
thein
Company
is an
authorised
it may and
appoint
at
least
one
proxy
in respect
each
securities
accountnominee
itor
to
instrument
of proxy
specify
theare
securities
number
name
the
beneficial
ownerof
for
whom
the authorised
is
which
ordinary
shares
inshall
the Company
are
credited.nominee,
Each appointment
of proxy
by an
authorised
nominee
may
be
made
separately
orholds
in one
acting.
instrument
of
proxy
and
shall
specify
the
securities
account
number
and
the
name
of
the
beneficial
owner
for
whom
the
authorised
nominee
is
which
ordinary
shares
in
the
Company
are
credited.
Each
appointment
of
proxy
by
an
authorised
nominee
may
be
made
separately
or
in
one
acting.
4.
The instrument
appointing
a proxy
shall:
instrument
of proxy
and shall
specify
the securities account number and the name of the beneficial owner for whom the authorised nominee is
acting.
4.
The instrument
appointing
a proxy
shall:
instrument
of proxy
and shall
specify
the securities account number and the name of the beneficial owner for whom the authorised nominee is
acting.
4.
The instrument
appointing
a proxy
shall:be signed by the appointor or by his/her attorney; and
(i)
in the
case of an
individual,
acting.
(i)
in the
case of an
individual,
4.
The instrument
appointing
a proxy
4.
The instrument
appointing
a proxy
(i)
in
case
individual,
(ii) instrument
in the
the
case of
of an
aacorporation,
4.
The
appointing
proxy shall: be either under its common seal or under the hands of its duly authorised attorney or officer on behalf
(i)
in
the
case
of
an
individual,
be
by the its
appointor
by his/her
attorney;
and of its duly authorised attorney or officer on behalf
(ii)
a
corporation,
besigned
either under
commonor
seal
or under
the hands
of
corporation.
(i)
in
the
case
of
an
individual,
be
by the its
appointor
by his/her
attorney;
and of its duly authorised attorney or officer on behalf
(ii)
in the
the case
case
of an
a corporation,
besigned
either under
commonor
or under
the hands
of
corporation.
(i)
in
of
individual, be
signed
by the appointor
orseal
by his/her
attorney;
and
(ii)
in
the
case
of
a
corporation,
be
either
under
its
common
seal
or
under
the
hands
of its
duly authorised
attorney
officerholdings
on behalf
of
corporation.
5.
Where
a member
appoints
than one
appointment
shall
beor
invalid
he/she
specifies
the proportions
of or
his/her
to
(ii)
in the case
of a more
corporation,
beproxy
eitherthe
under
its common
seal
underunless
the hands
of its
duly authorised
attorney
or
officer on behalf
5.
Where
a
member
appoints
more
than
one
proxy
the
appointment
shall
be
invalid
unless
he/she
specifies
the proportions
of or
his/her
to
of
corporation.
(ii)
in
the
case
of
a
corporation,
be
either
under
its
common
seal
or
under
the
hands
of its
duly authorised
attorney
officerholdings
on behalf
be
represented
by
each
proxy.
of
the
corporation.
5.
Where
a member
appoints
more than one proxy the appointment shall be invalid unless he/she specifies the proportions of his/her holdings to
be
represented
bycorporation.
each proxy.
of the
5.
Where
a
member
appoints
more
than
one
proxy
the
appointment
shall
be
invalid
unless
he/she
specifies
the
proportions
of
his/her
holdings
to
be
represented
byappointing
each proxy.
5.
Where
a member
appoints
more
than one
proxy
the appointment
beof
invalid
unless he/she
specifies
the proportions
of his/her
holdings to
6.
The
instrument
a proxy
must
be deposited
at theshall
office
our Company’s
Share
Registrar,
Symphony
Share Registrars
be
represented
byappointing
each proxy.
5.
Where
a member
appoints
more
than one
proxy
the appointment
beof
invalid
unless he/she
specifies
the proportions
of his/her
holdings to
6.
The
instrument
a proxy
must
be
deposited
at theshall
office
our
Company’s
Share
Registrar,
Symphony
Share
Registrars
be
represented
by
each
proxy.
Sdn
Bhd
at
Level
6,
Symphony
House,
Block
D13,
Pusat
Dagangan
Dana
1,
Jalan
PJU
1A/46,
47301
Petaling
Jaya,
Selangor,
6.
The
instrument
must be
deposited
at the Dagangan
office of our
Company’s
Share
Registrar,
Symphony
Share
Registrars
be
represented
byappointing
each
proxy.a proxyHouse,
Sdn
Bhd not
at less
Level
6, 48
Symphony
Block
D13, Pusat
Dana
1, or
Jalan
PJU 1A/46,
47301
Jaya,
Selangor,
Malaysia
than
hours
beforethe
appointed
the
meeting
adjourned
meeting
or
inPetaling
the caseShare
of a poll,
not less
6.
The
instrument
appointing
a proxy
must time
be
deposited
atfor
theholding
office of
our
Company’s
Share
Registrar,
Symphony
Registrars
Sdn
Bhd not
at less
Level
6, 48
Symphony
House,
Block
D13, Pusat
Dagangan
Dana
1, or
Jalan
PJU 1A/46,
47301
Petaling
Jaya,
Selangor,
6.
The
instrument
appointing
a proxy
must time
be
deposited
atfor
theholding
office of
our
Company’s
Share
Registrar,
Symphony
Registrars
Malaysia
than
hours
beforethe
appointed
the
meeting
adjourned
meeting
or
in
the
caseShare
of
avalid
poll,
not less
than
24
hours
before
the
time
appointed
for
the
taking
of
the
poll;
otherwise
the
instrument
of
proxy
shall
not
be
treated
as
and
the
Sdn instrument
Bhd not
at less
Level
6, 48
Symphony
House,
Block
D13, Pusat
Dagangan
Dana
1, or
Jalan
PJU 1A/46,
47301
Petaling
Jaya,
Selangor,
6.
The
appointing
a proxy
must time
be
deposited
atfor
theholding
office of
our
Company’s
Share
Registrar,
Symphony
Share
Registrars
Malaysia
than
hours
beforethe
appointed
the
meeting
adjourned
meeting
or
in
the
case
of
a
poll,
not less
Sdn
Bhd
at
Level
6,
Symphony
House,
Block
D13,
Pusat
Dagangan
Dana
1,
Jalan
PJU
1A/46,
47301
Petaling
Jaya,
Selangor,
than
24so
hours
before
the
appointed
for the
taking of
the poll;
otherwise
theduly
instrument
of form
proxy of
shall
not which
be treated
as valid
and
the
person
named
shall
nottime
be entitled
to vote
in respect
thereof.
Copies
of the
executed
proxy
are faxed
and/
eMalaysia
not
less
than
48
hours
beforethe
time
appointed
forpoll;
holding
the
meeting
or
adjourned
meeting
or in
the
case
of
avalid
poll,
notor
less
Sdn
Bhd
at
Level
6,
Symphony
House,
Block
D13,
Pusat
Dagangan
Dana
1,
Jalan
PJU
1A/46,
47301
Petaling
Jaya,
Selangor,
than
24
hours
before
the
time
appointed
for
the
taking
of
the
otherwise
the
instrument
of
proxy
shall
not
be
treated
as
and
the
Malaysia
not
less than
48
beforethe
time
appointed
for holding
meeting
adjourned
meeting
or in
the case
of a poll,
notor
less
person
so
named
shall
nothours
be entitled
to vote
in respect
thereof.
Copiesthe
of the
duly or
executed
form
of proxy
which
are faxed
and/
emailed
to
us
are
not
acceptable.
than
24so
hours
before
the
time
appointed
fortime
the
taking of
the
poll;
otherwise
theduly
instrument
of form
proxy
shall
not
bethe
treated
asavalid
and
the
Malaysia
not
less
than
48
hours
beforethe
appointed
for
holding
the
meeting
or
adjourned
meeting
or
in
case
of
poll,
not
less
person
named
shall
not
be
entitled
to
vote
in
respect
thereof.
Copies
of
the
executed
of
proxy
which
are
faxed
and/
or
ethan 24to
hours
before
the time appointed for the taking of the poll; otherwise the instrument of proxy shall not be treated as valid and the
mailed
us are
not acceptable.
person
so
named
shall
nottime
be entitled
to vote
in respect
thereof.
Copies
of the
duly
executed
form
of
proxy
which
are faxed
and/
orthe
ethan
24
hours
before
the
appointed
for
the
taking
of
the
poll;
otherwise
the
instrument
of
proxy
shall
not
be
treated
as
valid
and
mailed
to
us
are
not
acceptable.
person
named
shall
not be
to vote
respect
Copies
of the duly
executed
form ofasproxy
are faxed
and/onorany
e7.
A
proxyso
may
vote on
a show
of entitled
hands and
on ainpoll.
If the thereof.
form of proxy
is returned
without
an indication
to howwhich
the proxy
shall vote
mailed
to
us
are not
person
named
shall
not be
to vote
respect
thereof.
Copies
of the duly
executed
form ofasproxy
are faxed
and/onorany
e7.
A
proxyso
may
vote
on
aacceptable.
show
of entitled
hands
and
ainpoll.
If as
theto
form
of proxy
is returned
to howwhich
the proxy
shall vote
mailed
to
us
arethe
not
acceptable.
particular
matter
proxy
may
exercise
hison
discretion
whether
to vote
on suchwithout
matter an
andindication
if so, how.
7.
A
proxy
may
vote
on
a
show
of
hands
and
on
a
poll.
If
the
form
of
proxy
is
returned
without
an
indication
as
to
how
the
proxy
shall
vote
on
any
mailed
tomatter
us arethe
notproxy
acceptable.
particular
may exercise his discretion as to whether to vote on such matter and if so, how.
7.
A proxy may
votethe
onproxy
a show
of hands
and
ondiscretion
a poll. If as
thetoform
of proxy
is returned
without
an
indication
as to how the proxy shall vote on any
particular
matter
may
exercise
his
whether
to
vote
on
such
matter
and
if
so,
how.
7.
may vote on
showand
of hands
a poll. shall
If thehave
form the
of proxy
returned
without
an indication
asthe
to how
the proxy shall vote on any
8.
A proxy appointed
to a
attend
vote atand
theon
meeting
sameisrights
as the
member
to speak at
meeting.
particular
matter
may
exercise
hison
discretion
whether
to vote
on as
such
matter
andindication
if speak
so, how.
7.
may
votethe
on
a
show
of hands
a poll. shall
If as
theto
form
of proxy
isrights
returned
without
an
asthe
to how
the proxy shall vote on any
8.
A
proxy appointed
toproxy
attend
and
vote atand
the
have
the
same
the
member
at
meeting.
particular
matter
the
proxy
may
his meeting
discretion
as
to
whether
to vote
on as
such
andto
if speak
so, how.
8.
A
proxy
appointed
to
attend
andexercise
vote
at the
have
thefrom
same
rights
thematter
member
atatthe
particular
matter
proxy
exercise
his meeting
discretion
to
whether
to vote
on such
matter
and
so, how.
9.
The
lodging
of athe
form
of may
proxy
does
not
precludeshall
aasmember
attending
and
voting
intoifperson
themeeting.
meeting should the member
8.
A proxy
appointed
to
attend
and vote
at the
meeting
shall
have thefrom
sameattending
rights as and
the member
to person
speak atatthe
meeting.
9.
The
lodging
of
a
form
of
proxy
does
not
preclude
a
member
voting
in
the
meeting
should the member
8.
A
proxy
appointed
attend
and vote
at the
have thefrom
same rights as and
the member
speak atatthe
subsequently
decide
to
do
9.
The
lodging
of
a to
form
of so.
proxy
does
not meeting
precludeshall
a member
voting into
themeeting.
meeting should the member
8.
A
proxy
appointed
to
attend
and vote
at the
meeting
shall
have the sameattending
rights as the member
to person
speak at the
meeting.
subsequently
decide
to
do
so.
9.
The
lodging
of
a
form
of
proxy
does
not
preclude
a
member
from
attending
and
voting
in
person
at
the
meeting
should the member
subsequently
decide
to do
9.
The
lodging of
a form
of so.
proxy does not preclude a member from attending and voting in person at the meeting should the member
subsequently
decide
to do
9.
The
lodging
of
a form
of so.
proxy does not preclude a member from attending and voting in person at the meeting should the member
PERSONAL
DATA
PRIVACY
subsequently
decide
to do
so.
PERSONALsubsequently
DATA PRIVACY
decide to do so.
PERSONAL DATA PRIVACY
By
submittingDATA
an instrument
PERSONAL
PRIVACYappointing a proxy(ies) and/or representative(s) to attend, speak and vote at the Extraordinary General Meeting (“EGM”)
PERSONAL
DATA
PRIVACYappointing a proxy(ies) and/or representative(s) to attend, speak and vote at the Extraordinary General Meeting (“EGM”)
By
submitting
an
instrument
and/or
any adjournment
thereof,
a member
of the Company:(i) consents totothe
processing
of the
member’s
personal dataGeneral
by the Meeting
Company
(or its
PERSONAL
DATA
PRIVACY
By submitting
an instrument
appointing
a proxy(ies)
and/or representative(s)
attend,
speak and
vote
at the Extraordinary
(“EGM”)
and/or
any
thereof,
a member
ofofthe
Company:(i) consents toappointed
the
processing
of
the
member’s
personal
data by theof
Company
(or its
agents):
(a) adjournment
foran
processing
and
administration
proxies
andrepresentative(s)
representatives
for
the and
EGM;
(b)
preparation
and compilation
the attendance
By
submitting
instrument
appointing
a proxy(ies)
and/or
to attend,
speak
vote
at
the Extraordinary
General
Meeting
(“EGM”)
and/or
any
adjournment
thereof,
a member
ofofthe
Company:(i) consents toappointed
processing
of
the
member’s
personal
dataGeneral
by theof
Company
(or its
By
submitting
an
instrument
appointing
a proxy(ies)
and/or
representative(s)
tothe
attend,
speak
and
vote
at
the Extraordinary
Meeting
(“EGM”)
agents):
(a)
for
processing
and
administration
proxies
and
representatives
for
the
EGM;
(b)
preparation
and
compilation
the
attendance
lists,
minutes
and
other
documents
relating
to
the
EGM
(which
includes
any
adjournments
thereto);
and
(c)
for
the
Company’s
(or
its
agents’)
compliance
and/or
any
adjournment
thereof,
a
member
of
the
Company:(i)
consents
to
the
processing
of
the
member’s
personal
data
by
the
Company
(or its
By
submitting
an
instrument
appointing
a proxy(ies)
and/or
tothe
attend,
speak
vote
at the Extraordinary
General
Meeting
(“EGM”)
agents):
(a) adjournment
for
processing
and
administration
ofthe
proxies
andrepresentative(s)
representatives
for
the and
EGM;
(b)
and compilation
of
the compliance
attendance
and/or
any
thereof,
a relating
member
Company:(i) consents
toappointed
processing
of
the
member’s
personal
data
by
Company
(or its
lists,
minutes
and
other
documents
toofthe
EGM
(which
includes
any adjournments
thereto);
and
(c)preparation
forthat
thehe
Company’s
(or
itsthe
agents’)
with
any
applicable
laws,
listing
rules,
regulations
and/or
guidelines
(collectively,
the
“Purposes”),
(ii)
warrants
or
she
has
obtained
such
proxy(ies)’
agents):
(a)
for
processing
and
administration
of
proxies
and
representatives
appointed
for
the
EGM;
(b)
preparation
and
compilation
of
the
attendance
and/or
any
adjournment
thereof,
a relating
membertoofthe
the
Company:(i) consents
toappointed
processing
of
the
member’s
personal
data
by
the
Company
(or its
lists,
minutes
and
other
documents
EGM
(which
includes
any
adjournments
thereto);
and
(c)
for
the
Company’s
(or
its
agents’)
compliance
agents):
(a)
for
processing
and
administration
of
proxies
and
representatives
for
the
EGM;
(b)
preparation
and
compilation
of
the
attendance
with anyrepresentative(s)’
applicable laws, prior
listingconsent
rules, regulations
and/or guidelines
(collectively,
the “Purposes”),
(ii) warrants
thatrepresentative’s(s’)
he or she has obtained
suchdata
proxy(ies)’
and/or
for the
Company’s
(or its
agents’)
processing
of such
proxy(ies)’
and/or
for the
lists, any
minutes
and
other
documents
relating
to the
EGM (which
includes
any
adjournments
thereto);
and
(c)
for the
Company’s
(or
itspersonal
agents’)
compliance
agents):
(a) for
processing
and rules,
administration
of proxies
and
representatives
appointed
forthereto);
the
EGM;
(b)
preparation
of such
the compliance
attendance
with
applicable
laws,documents
listing
regulations
and/or
guidelines
(collectively,
(ii) and
warrants
he
orand
shecompilation
has(or
obtained
proxy(ies)’
lists,
minutes
and
other
relating
to the
EGM (which
includes
any
adjournments
(c)
forthat
the
Company’s
itspersonal
agents’)
and/or
representative(s)’
prior
for the
Company’s
(or Company
its
agents’)
of such
proxy(ies)’
and/or
representative’s(s’)
for the
Purposes,
andand
(iii)other
agrees
that consent
the
member
willthe
indemnify
the
forprocessing
any
penalties,
liabilities,
claims,
demands,
and
damages
asdata
a result
of
with
any
applicable
laws,documents
listing
rules,
regulations
and/or
guidelines
(collectively,
(ii) and
warrants
that
he
orlosses
she has
obtained
such
proxy(ies)’
lists,
minutes
relating
to
EGM (which
includes
any
adjournments
thereto);
(c)
for
the
Company’s
(or
itspersonal
agents’)
compliance
and/or
prior
consent
for
the
Company’s
(or
its
agents’)
processing
of
such
proxy(ies)’
and/or
data
for the
with
any
applicable
laws,
listing
rules,
regulations
and/or
guidelines
(collectively,
the
“Purposes”),
(ii)
warrants
that
he
or
she
has
obtained
such
proxy(ies)’
Purposes,
andbreach
(iii) agrees
that the member will indemnify the Company for any penalties, liabilities, claims, demands, losses and damages as a result
of
the member’s
of warranty.
and/or
prior
consent
for the
Company’s
(or Company
its agents’)
processing
of such
proxy(ies)’
and/or
personal
data
for the
with
anyrepresentative(s)’
applicable
laws,
listing
rules,
regulations
and/or guidelines
(collectively,
(ii) claims,
warrants
thatrepresentative’s(s’)
he orlosses
she has
obtained
such
proxy(ies)’
Purposes,
and
(iii)
agrees
that
the
member
will
indemnify
the
for
any
penalties,
liabilities,
demands,
and
damages
as
a
result
of
and/or
prior
consent
for
the
Company’s
(or
its
agents’)
processing
of
such
proxy(ies)’
and/or
personal
data
for
the
the member’s breach of warranty.
Purposes,
and (iii) agrees
that the member
will indemnify the
Company
forprocessing
any penalties,
liabilities,
claims,
demands,
losses and damages
asdata
a result
of
and/or
prior
for the
(or Company
its agents’)for
of such
proxy(ies)’
and/or
personalas
for the
the member’s
of warranty.
Purposes,
andbreach
(iii) agrees
that consent
the member
willCompany’s
indemnify the
any penalties,
liabilities,
claims,
demands,
losses and damages
a result
of
NOTE:
the
term
“processing”
and
“personal
data”
shall
have
the
meaning
as
defined
in
the
Personal
Data
Protection
Act
2010
the member’s
breach
of warranty.
Purposes,
andbreach
(iii) agrees
that the member will indemnify the Company for any penalties, liabilities, claims, demands, losses and damages as a result of
the member’s
of warranty.
NOTE:
the term
“processing”
and “personal data” shall have the meaning as defined in the Personal Data Protection Act 2010
the
member’s
breach
of warranty.
NOTE:
the term
“processing”
and “personal data” shall have the meaning as defined in the Personal Data Protection Act 2010

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