DESTINI BERHAD

- Joint Venture and Shareholders Agreement

1 INTRODUCTION

The Board of Directors of Destini Berhad (“Destini” or “the Company”) wishes to announce
that Destini Aviation Sdn Bhd (“DASB”), a wholly-owned subsidiary of the Company, has on
20 June 2017 entered into a Joint Venture and Shareholders Agreement (“Agreement”) with
Sapura Aero Sdn Bhd (“SASB”), a wholly-owned subsidiary of Sapura Resourced Berhad, in
relation to the incorporation of a Joint Venture Company, Urban Fleet Sdn Bhd (“UFSB”).
The proposed joint venture company is to effectively collaborate by drawing upon skills,
expertise, experience and capabilities of each other for all parties’ mutual benefits and profits
in the undertaking of the business of sale of rotary wing and fixed wing aircraft, supply and
provision of maintenance, repair and overhaul services in relation to aircraft and helicopters
and the provision of programs such as wet leasing and dry leasing of aircraft.

The purpose of the Agreement is to:

i) set out the terms and conditions of the incorporated joint venture to be established
between the Parties (“Joint Venture”);

ii) record their respective roles, contributions and commitments towards the Joint Venture;
and

iii) regulate the relationship between the DASB and SASB as shareholders of UFSB
(“Shareholder(s)”).

2 INFORMATION ON THE DASB, SASB AND UFSB

i) DASB

DASB is a private limited company incorporated in Malaysia. DASB is principally engaged

in maintenance, repairs and overhaul of aviation ground support safety equipments and
survival equipment. As of the date of this announcement, the issued share capital of DASB is
RM250,000.00 represented by 250,000 ordinary shares.

ii) SASB

SASB is a private limited liability company incorporated in Malaysia. The principal business
of SASB is investment holding. As of the date of this announcement, the issued share capital
of SASB is RM1,505,000.00 represented by 1,505,000 ordinary shares. SASB is a wholly-
owned subsidiary of Sapura Resources Berhad.

iii) UFSB

UFSB is a private limited liability company incorporated on 28 March 2017 in Malaysia. The
principal business of UFSB is export and import of variety of goods without any particular
specialization. As of the date of this announcement, the issued share capital of UFSB is
RM1.00.
3 SALIENT TERMS OF THE AGREEMENT

3.1 Conditions Precedent

(i) The Agreement shall come into force and effect on 20th June 2017.

(ii) The Agreement will be subject to the satisfaction of the following conditions precedent
to be fulfilled on or before the date falling three (3) months from the date of the
Agreement (“Cut-off Date”):

(a) The receipt by SASB of the following approvals:

 SASB’s Board of Directors and Shareholders Approvals (where applicable),

authorising the entry of SASB into the Agreement;

 all applicable governmental, regulatory and/or third party consents or

approvals, including but not limited to SASB’s other existing business partners
or joint venture partners, and any of SASB’s financiers, as the case may be, in
respect of the entry of SASB into the Agreement, and such consents or
approvals being in form and substance satisfactory to SASB;

(b) The receipt by DASB of the following approvals:

 DASB’s Board of Directors and Shareholders Approvals (where applicable),

authorising the entry of DASB into the Agreement;

 all applicable governmental, regulatory and/or third party consents or

approvals, including but not limited to DASB’s other existing business partners
or joint venture partners, and any of DASB’s financiers, as the case may be, in
respect of the entry of DASB into the Agreement, and such consents or
approvals being in form and substance satisfactory to DASB; and

(c) a satisfactory outcome of a joint due diligence process between SASB and DASB in
relation to the business and the proposed business plan for UFSB.

(d) the Shareholders have agreed on a means of valuation, for any injection, transfer
and/or contribution of existing operations by either Shareholder, into UFSB; and

(e) the Shareholders have identified suitable candidates for UFSB’s management team,
including but not limited to the Chief Executive Officer, the Accountable Managers
and the Chief Financial Officer of UFSB.

(iii) The Agreement will become unconditional on the date on which all of the Conditions
Precedent shall have been duly obtained or fulfilled or waived. In the event any of the
conditions precedent in clause 3.1(ii) above is not fulfilled on or before the Cut-Off Date,
the Shareholders may, subject to mutual agreement, provide for an extension for the
completion of the Conditions Precedent. If any Conditions Precedent is not fulfilled by
the Cut-Off Date and the Shareholders have not waived any of the Conditions Precedent,
the Agreement shall be deemed to have expired.
3.2 Equity Structure

It is the intention of the Shareholders that the shareholdings in UFSB shall be held in the
respective proportions as set out below:

Shareholders Percentage
SASB 50%
DASB 50%
Total 100%

3.3 Issued Share Capital

The Shareholders agree that UFSB shall have an initial capitalisation of Ringgit Malaysia
Two (RM2.00) only comprising of 2 ordinary shares at an issue price of RM1.00 each, to be
held in accordance with the shareholding ratio.

The Shareholders further agree that UFSB shall have an eventual capitalisation at a total
capitalisation and numbers of issued shares, to be agreed between the Shareholders, based on
the shareholding ratio and the issued share capital of UFSB shall be increased as and when
required by UFSB on a pro rata basis.

4 BASIS OF CONSIDERATION

Upon completion, UFSB shall issue one (1) ordinary share at an issue price of RM1.00 to
SASB and the existing shareholder of UFSB shall transfer his existing shareholding in UFSB
consisting of one (1) ordinary share at an issue price of RM1.00 to DASB on a willing-buyer
willing-seller basis.

5 SOURCE OF FUNDING

Destini intends to finance the Joint Venture via internally generated funds and external
borrowings.

6 RATIONALE AND PROSPECT FOR THE JOINT VENTURE

DASB is principally involved in an investment holding company that is in the provision of

commercial aviation.

The Joint Venture would enable DASB to improve its market segment and expand its
commercial aviation customer base into regional markets. By having the SASB as a partner, it
will strengthen DASB’s capabilities in aircraft and maintenance, repair and overhaul services.

7 RISK FACTORS

The Joint Venture is subject to the terms and conditions of the Agreement. There is no
assurance that the Joint Venture will not be exposed to risks such as inability to fulfil the
terms and conditions of the Agreement. The Joint Venture may be subject to normal
operational risks inherent in the aviation business.
 Below are some non-exhaustive risk factors that may be inherent to the aviation industry in
general. While the Destini Group will seek to limit the impact of such risks, there is no
assurance that any change in the factors described below will not have a material adverse
effect on the business and operations of the Destini Group.

i) Business Risks

As in any business venture, the Joint Venture is subject to inherent risk in business and
industry including but not limited to those associated with changes in the economic, political
and regulatory conditions such as changes to government policies and administration, interest
rates, taxes and exchange control regulations. In addition, there is no assurance that the
anticipated benefits of the Joint Venture will be realised or that the Company will be able to
generate sufficient revenues from the Joint Venture to offset the associated costs incurred.

Nevertheless, Destini will continue to exercise due care in considering the risks and benefits
associated with the Joint Venture and will undertake appropriate measures to mitigate the
various business risks identified.

ii) Non-Completion Risks

The Agreement contains various terms and conditions governing the Joint Venture. In the
event such terms and conditions are breached, the Agreement will not be completed and
Destini will not be able to meet its objective as stated in Section 5 of this announcement.

As such, to mitigate these risks, the Board will take reasonable steps to ensure that every
effort is made to obtain all the necessary approvals for the Joint Venture, if required, and
ensure compliance with the terms and conditions of the Agreement in relation to the DASB’s
obligations.

8 LIABILITIES TO BE ASSUMED

There are no liabilities to be assumed by Destini arising from the Joint Venture.

9 FINANCIAL EFFECT OF THE JOINT VENTURE

The Joint Venture will not have any effect on the share capital and substantial shareholders'
shareholdings of the Company as it will be fully satisfied in cash.

In addition, the Joint Venture is not expected to have a material effect on the earnings per
share, net assets and gearing of the Group for the financial year ending 31 December 2017.
Barring any unforeseen circumstances, the Joint Venture is expected to contribute positively
to the Group’s earnings and net assets in the future.

10 APPROVALS

The Joint Venture is not subject to approval of the shareholders of the Company or other
relevant authorities.
11 INTEREST OF DIRECTORS, AND MAJOR SHAREHOLDERS AND/ OR PERSONS
CONNECTED

None of the directors and/or major shareholders of the Company and/or persons connected
with them have any interest, direct or indirect, in the Joint Venture.

12 ESTIMATE TIMEFRAME FOR COMPLETION

Barring any unforeseen circumstances and subject to the fulfilment of all the conditions set
out in the Agreement, the Agreement is expected to complete by third (3rd) quarter of the
Company’s financial year ending 31 December 2017.

Upon completion of the Agreement, UFSB will become a Joint Controlled Entity of Destini.

13 DIRECTORS’ STATEMENT

The Directors of Destini, after taking into consideration of all financial and other factors, is of
the opinion that the Joint Venture is in the best interest of the Company.

14 PERCENTAGE RATIO

The highest percentage ratio applicable to the Agreement pursuant to paragraph 10.02(g) of
the Main Market Listing Requirements of Bursa Malaysia Securities Berhad is negligible,
based on the latest audited consolidated financial statements of Destini for the financial year
ended 31 December 2016.

15 DOCUMENTS FOR INSPECTION

The Agreement is available for inspection at the registered office of the Company at No. 10,
Jalan Jurunilai U1/20, Hicom Glenmarie Industries Park, 40150 Shah Alam, Selangor Darul
Ehsan between 8.30 a.m. and 5.30 p.m. from Monday to Friday (except public holidays) for a
period of three (3) months from the date of this announcement.

This announcement is dated 20 June 2017.