Maxis Berhad | Annual Report 2012

Maxis Berhad // Annual Report 2012 246 DISCLOSURE OF RECURRENT RELATED PARTY TRANSACTIONS (1) AHSB Group AD5SB, MBNS, ARSB and AESB are wholly-owned subsidiaries of ASTRO Malaysia Holdings Berhad ("AMH") whilst KASB is a 48.9% associated company of AMH. AMH is a subsidiary of ASTRO Networks (Malaysia) Sdn. Bhd. ("ANM") which in turn is wholly-owned by AHSB. Media Innovations and Fetch TV are wholly-owned by Media Innovations Pte Ltd ("MIPL") which in turn is 44.95% held by All Asia Digital Networks Pte Ltd ("AADN"). AADN is an indirect wholly- owned subsidiary of AHSB. AAMN is a wholly-owned subsidiary of ASTRO Overseas Limited (AOL) which in turn is wholly-owned by Astro All Asia Networks Limited (formerly known as ASTRO ALL ASIA NETWORKS plc) ("AAAN"), a wholly-owned subsidiary of AHSB whilst Getit Infoservices is a 50.1%-owned subsidiary of AOL. UTSB, PSIL, Excorp and PanOcean who are Major Shareholders with each having a deemed equity interest over 4,875,000,000 Shares representing 64.99% of the issued and paid-up share capital in Maxis in which Binariang GSM Sdn. Bhd. ("BGSM") has an interest, by virtue of their deemed equity interests in BGSM which in turn wholly-owns MCB, are also major shareholders of AHSB with each having a deemed equity interest over 479,619,973 ordinary shares of RM0.10 each in AHSB ("AHSB Shares") representing 34.01% of the issued and paid-up share capital in AHSB. Excorp is 100% owned by PanOcean and it has a 100% direct controlling interest in PSIL, which in turn has a 99.999% direct controlling 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. TAK who is a Major Shareholder with a deemed equity interest over 4,875,000,000 Shares representing 64.99% of the issued and paid-up share capital in Maxis, is also a major shareholder of AHSB with a deemed equity interest over 819,082,908 AHSB Shares representing 58.08% of the issued and paid-up share capital in AHSB. In addition, TAK is also a director of PanOcean, Excorp, PSIL and UTSB. Although TAK and PanOcean are deemed to have interests in the Shares in which PSIL has an interest, they do not have any economic or beneficial interest over these Shares as such interest is held subject to the terms of the discretionary trust. ARM who is a Director, is also a director of PanOcean, Excorp, PSIL and an executive director of UTSB. He does not have any equity interest in UTSB, in PanOcean, in Excorp or in PSIL. In addition, ARM is also a director and group chief executive officer of AHSB, a director and non-executive deputy chairman of AMH as well as a director of AOL, AAAN, ANM, MBNS, ARSB, AESB, AAMN, Media Innovations, Fetch TV, MIPL, Getit Infoservices and other companies within the AHSB Group. ARM has a direct equity interest over 750,000 Shares representing 0.01% of the issued and paid-up share capital in Maxis. ARM does not have any equity interests in MMSSB, MBSB, MMSB nor in the AHSB Group. THO, Dato’ Badri and MSM are Major Shareholders with each having a deemed equity interest over 4,875,000,000 Shares representing 64.99% of the issued and paid-up share capital in Maxis in which BGSM has an interest, by virtue of their respective 25% direct equity interest in Harapan Nusantara Sdn. Bhd. ("HNSB").HNSB’s deemed interest in the voting shares in Maxis in which BGSM has an interest, arises by virtue of HNSB being entitled to control the exercise of 100% of the votes attached to the voting shares in each of 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"). The HNSB Subsidiaries hold in aggregate 30% direct equity interest in BGSM and therefore, via such aggregate interest, HNSB has a deemed interest over all the Shares held by MCB in Maxis. The Maxis Shares held via the HNSB Subsidiaries are held under discretionary trusts for Bumiputera objects. As such, they do not have any economic interest in those Shares held by the HNSB Subsidiaries as such interest is held subject to the terms of such discretionary trusts. Further, as THO, Dato’ Badri and MSM exercise or control the exercise of at least 15% of the votes attached to the voting shares in Maxis, they are deemed to have an interest in the shares of Maxis’ subsidiaries. THO, Dato’ Badri and MSM are major shareholders of AHSB with each having a deemed equity interest over 177,446,535 AHSB Shares representing 12.58% of the issued and paid-up ordinary share capital in AHSB in which Harapan Terus Sdn. Bhd. ("HTSB") has an interest, by virtue of their respective 25% direct equity interest in HTSB. HTSB is deemed to have an interest in the voting shares in AHSB in which Berkat Nusantara Sdn. Bhd., Nusantara Cempaka Sdn. Bhd., Nusantara Delima Sdn. Bhd., Mujur Nusantara Sdn. Bhd., Gerak Nusantara Sdn. Bhd. and Sanjung Nusantara Sdn. Bhd. (collectively, "HTSB Subsidiaries") have an interest, by virtue of HTSB being entitled to exercise 100% of the votes attached to the voting shares in the immediate holding companies in each of HTSB Subsidiaries viz Nusantara Barat Sdn. Bhd., Nusantara Kembang Sdn. Bhd., Prisma Mutiara Sdn. Bhd., Nada Nusantara Sdn. Bhd., Cermat Delima Sdn. Bhd. and Cermat Deras Sdn. Bhd. respectively. The HTSB Subsidiaries hold in aggregate 12.58% direct equity interest in AHSB and therefore, via such aggregate interest, HTSB has a deemed interest over all the shares held by the HTSB Subsidiaries in AHSB. The AHSB Shares held via the HTSB Subsidiaries are held under discretionary trusts for Bumiputera objects. As such, they do not have any economic interest in those shares held by the HTSB Subsidiaries as such interest is held subject to the terms of such discretionary trusts. Further, as THO, Dato’ Badri and MSM do not exercise or control the exercise of at least 15% of the votes attached to the voting shares in AHSB, they are not deemed to have an interest in the shares of ANM, AMH, AD5SB, MBNS, ARSB, AESB, KASB, Media Innovations, AAMN, Fetch TV and Getit Infoservices. Dato’ Badri who is a director of AHSB, ANM and AOL, is also a director of MBNS, KASB and several other subsidiaries of AHSB. MSM has a direct equity interest over 11,000 Shares representing 0.0001% of the issued and paid-up share capital in Maxis. Please refer to Note 4 for MSM’s interests in the UT Group. Dato’ Mohamed Khadar bin Merican ("Dato’ Khadar"), a director of AMH and AOL is a person connected to MSM. (2) Tanjong Group TCCPM and TGV are wholly-owned subsidiaries of Tanjong. Tanjong in turn is a wholly-owned subsidiary of Tanjong Capital Sdn. Bhd. ("TCSB"). UTSB holds 71,000,000 ordinary shares of RM1.00 each in TCSB ("TCSB Shares") representing 37.49% of the issued and paid-up share capital in TCSB and has an indirect equity interest over 53,688,000 TCSB Shares representing 28.35% of the issued and paid-up share capital in TCSB held via its wholly-owned subsidiary, Usaha Tegas Resources Sdn. Bhd. ("UTRSB"). PSIL, Excorp and PanOcean each has a deemed equity interest over 124,688,000 TCSB Shares representing 65.84% of the issued and paid-up share capital in TCSB through UTSB. TAK has a deemed equity interest over 124,863,000 TCSB Shares representing 65.93% of the issued and paid-up share capital in TCSB through UTSB and Wangi Terang Sdn. Bhd. ("WTSB"). WTSB holds 175,000 TCSB Shares representing 0.09% of the issued and paid-up share capital of TCSB. Although TAK and PanOcean have deemed interest in the 124,688,000 TCSB Shares held through UTSB, they do not have any economic or beneficial interest over such shares, as such interest is held subject to the terms of a discretionary trust. 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. CCB who is a Director, is also an executive director of UTSB and a director of TCSB, MMSSB, MBSB, MMSB and certain subsidiaries of Maxis and Tanjong. ARM who is a Directors, is an executive director of Tanjong. ARM and CCB do not have any equity interest in UTSB, UTRSB, TCSB, Tanjong, TCCPM and TGV. Please refer to Note 1 above for ARM’s interests in Maxis. CCB has a direct equity interest over 750,000 Shares representing 0.01% of the share capital in Maxis. Continued