MALAYSIA AIRPORTS HOLDINGS BERHAD (“MAHB”)
SHAREHOLDERS AGREEMENT BETWEEN MALAYSIA AIRPORTS CONSULTANCY
SERVICES SDN BHD (“MACS”) AND WATAD GROUP ENTERPRISES LLC (“WATAD
GROUP”)
1.
Introduction
Further to our announcement dated 21 June 2013, the Board of Directors of MAHB is
pleased to announce that MACS, a wholly-owned subsidiary of MAHB has on 18
December 2013 entered into a Shareholders Agreement (“the SHA” or “Agreement”)
with Watad Group to form a joint venture company (“Joint Venture Company”), for
the purpose of undertaking activities in the areas of facilities maintenance services at
airports, including the New Doha International Airport and any other activities subject
to the terms and conditions of the SHA (“Joint Venture”).
MACS and Watad Group are hereinafter collectively referred to as “Shareholders”.
2.
Joint Venture
2.1
Information on Joint Venture Company
The name of the Joint Venture Company which had been approved by the Qatar
Ministry of Business & Trade is "Malaysia Airports Consultancy Services Middle East
LLC ("MACS Middle East")".
The initial issued share capital of MACS Middle East LLC is QAR200,000 divided into
200 shares of QAR1,000 each and the shareholdings of the Shareholders are in the
following proportions:
Shareholders
Watad Group
MACS
Total
2.2
No. of Shares
102
98
200
%
51
49
100
Information on MACS
MACS was incorporated in Malaysia under the Companies Act, 1965 as a private
limited company on 24 January 1996 and is a wholly-owned subsidiary of MAHB. Its
principal activity is to provide maintenance and technical services in connection with
the airport industry.
2.3
Information on Joint Venture Partner
Watad Group was spanned off from Darwish Trading and Investment Company and
was established by Mr. Darwish Abdullah Al Darwish who built Darwish Group of
Companies in Qatar with interest extending throughout the Gulf.
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Watad Group is headquartered in Doha, Qatar. It is a collaboration of 6 companies
interwoven to complement construction and housing business, starting from Watad
Designing, Watad Engineering, Watad Lighting Systems, Watad Technologies, Watad
Trading and Watad Properties and Real Estate.
Watad Group is also known as the dynamically driven force behind numerous
products and professional services sourcing centre by utilizing Mr. Darwish’s personal
connections within Qatar, Europe and South Asia.
The joint venture will enable MAHB (through MACS) to continue to pursue
opportunities in the development, operation and management of airport overseas.
3.
Salient Terms of the SHA
The salient terms of the Agreement are as follows:
The Agreement shall form the basis of consensus between the Shareholders to
co-operate for the incorporation of MACS Middle East and subsequently, the
application of commercial license and any other license which may be
required/desirable;

The Company shall undertake activities in the areas of facilities maintenance
services to airports including the new Doha International Airport and any
other activities related thereto as provided for in the SHA (as amended from
time to time);

The Company shall undertake and develop other business opportunities as the
Company may determine from time to time in accordance with the provisions
of this Agreement;

The initial issued share capital of the Company is QAR200,000 (two hundred
thousand Qatari Riyals) divided into 200 (two hundred) shares of QAR1,000
(one thousand Qatari Riyals) each of which Watad Group holds fifty-one per
cent (51%) which represents 102 shares of QAR102,000 (one hundred and two
thousand Qatari Riyals) in the share capital and MACS holds forty-nine per
cent (49%) which represents 98 shares of QAR98,000 (ninety eight thousand
Qatari Riyals) in the share capital;

The senior management and the General Manager shall be appointed by
MACS;

The General Manager shall report to, and ultimately be under the control of
MACS; and

Both Shareholders may mutually agree to terminate the SHA at any time by
serving three (3) months written notice. In the event of defaults, any one
Shareholders may terminate the SHA by giving thirty (30) days written notice
to the defaulting shareholder.
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4.
Source of Funding
The initial funding of QAR200,000 (or the equivalent of RM180,153.93) (based on
exchange rate of 1 QAR = RM 0.900770 as at 18 December 2013) has been sourced from
internally generated funds. The working capital requirements of MACS Middle East
LLC will be funded through the initial share capital, shareholder’s loan and external
finance facilities.
5.
Financial Effects
The Joint Venture is not expected to have any material financial effect on the share
capital, substantial shareholders’ shareholding of MAHB, earnings and earnings per
share, net assets and gearing of MAHB Group for the financial year ending 31
December 2013. However, the Joint Venture is expected to contribute positively to the
future net assets and earnings of MAHB Group.
6.
Approval Required
The Joint Venture is not subject to the approval of the shareholders of MAHB nor any
regulatory authorities.
7.
Directors’ Statement
The Board of Directors of MAHB, after taking into consideration all aspects of the SHA
and the formation of the Joint Venture Company, is of the opinion that the Joint
Venture is in the best interest of MAHB Group.
8.
Interest of Directors and Major Shareholders and Persons Connected to them
None of the Directors and/or major shareholders and/or persons connected with
them has any interest, whether direct or indirect, in the Joint Venture.
This announcement is dated 19 December 2013.
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