Maxis Berhad | Annual Report 2013

182 Maxis Berhad | Annual Report 2013 Interested Related Parties Major Shareholders Usaha Tegas Sdn. Bhd. (“UTSB”), Pacific States Investment Limited (“PSIL”), Excorp Holdings N.V. (“Excorp”), PanOcean Management Limited (“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”) Director Augustus Ralph Marshall (“ARM”) Nature of Relationship between Maxis Group and AHSB Group AHSB Group AD5SB, MBNS, ARSB and AESB are wholly-owned subsidiaries of Astro Malaysia Holdings Berhad (“AMH”) whilst KASB is a 48.9%-owned associated company of AMH. AMH is 42.40% owned by Astro Networks (Malaysia) Sdn. Bhd. (“ANM”) which in turn is wholly-owned by AHSB. Media Innovations is 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. Getit is a 50.1%-owned subsidiary of ASTRO Overseas Limited (“AOL”) which in turn is wholly-owned by Astro All Asia Networks Limited (“AAAN”), a wholly-owned subsidiary of AHSB. UTSB, PSIL, Excorp and PanOcean who are Major Shareholders with each having a deemed equity interest over 4,875,000,000 Shares representing 64.97% of the issued and paid-up share capital of Maxis arises by virtue of their respective 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 64.97% equity interest in Maxis. They are also major shareholders of AHSB with each having a deemed 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. 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. TAK who is a Major Shareholder with a deemed interest over 4,875,000,000 Shares representing 64.97% of the issued and paid-up share capital of Maxis, is also a major shareholder of AHSB with a deemed interest over 819,082,908 AHSB Shares representing 58.08% of the issued and paid-up ordinary share capital of 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 and AHSB Shares, 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, Media Innovations, MIPL, Getit 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 and 8,500,000 AMH Shares representing 0.16% of the issued and paid-up share capital of AMH. 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 interest over 4,875,000,000 Shares representing 64.97% of the issued and paid-up share capital of Maxis arises by virtue of their respective 25% direct equity interest in Harapan Nusantara Sdn. Bhd. (“HNSB”). HNSB’s deemed interest in the Shares 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% equity interest in BGSM and therefore, via such aggregate interest, HNSB has a deemed interest over all the Shares held by MCB. 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 the Shares held via 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 interest over 177,446,535 AHSB Shares representing 12.58% of the issued and paid-up ordinary share capital of AHSB arises by virtue of their respective 25% direct equity interest in Harapan Terus Sdn. Bhd. (“HTSB”). HTSB’s deemed interest in the AHSB Shares arises by virtue of HTSB being entitled to control the exercise of 100% of the votes attached to the voting shares in each of 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”). 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 the AHSB Shares held via 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 and Getit. 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 of Maxis. Dato’ Mohamed Khadar bin Merican (“Dato’ Khadar”), a director of AMH and AOL is a person connected to MSM. Dato’ Khadar has a direct equity interest over 20,800 Shares representing 0.0003% of the issued and paid-up share capital in Maxis. The HTSB Subsidiaries hold in aggregate 12.58% equity interest in AHSB and therefore, via such aggregate interest, HTSB had 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 the discretionary trusts for Bumiputera objects. 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, DFSB, MBNS, AMP, AESB and KASB. Dato’ Badri who is a director of ANM and AMH is also a director of MBNS, KASB and several other subsidiaries of AMH. DISCLOSURE OF RECURRENT RELATED PARTY TRANSACTIONS Continued