Company No.: 1245-M 9. INFORMATION ON OUR ... at the LPD, he is the Chairman of Boustead Heavy Industries Corporation Berhad, Pharmaniaga Berhad and 1 Malaysia Development Berhad

Company No.: 1245-M

9. INFORMATION ON OUR DIRECTORS, KEY MANAGEMENT, PROMOTER AND SUBST ANTIAL SHAREHOLDERS

9.1 BOARD OF DIRECTORS

Our Board acknowledges and takes cognisance of the Malaysian Code on Corporate Governance 2012 ("MCCG 2012"), which contains recommendations to improve upon or to enhance corporate governance as an integral part of the business activities and culture of such companies. The MCCG 2012 is specifically targeted for listed companies on Bursa Securities, and listed companies with the FYE 31 December 2012 onwards, whereby these companies are required to report the extent of the adoption of the principles and recommendations of the MCCG 2012 in their annual reports.

Our Board believes that our current Board composition provides the appropriate balance in terms of skills, knowledge and experience to promote the interests of all shareholders and to govern our Group effectively. Our Board is also committed to achieving and sustaining high standards of corporate governance.

Within the limits set by our Articles, our Board is responsible for the governance and management of our Company. To ensure the effective discharge of its functions, our Board endeavours to follow the MCCG 2012, which sets out the following responsibilities for our Board:

(i) to review, challenge and approve our annual corporate plan, which includes our overall corporate strategy, marketing plan, human resources plan, information technology plan, financial plan, budget, regulations plan and risk management plan;

(Ii) to oversee the conduct of our businesses and to determine whether the businesses are being properly managed;

(iii) to identify principal risks and ensure the implementation of appropriate internal controls and mitigation measures to effectively monitor and manage these risks;

(iv) succession planning, including appointing, training, fixing the remuneration of, and where appropriate, replacing key management;

(v) to oversee the development and implementation of a shareholder communications policy for our Company; and

(vi) to review the adequacy and the integrity of our management information and internal controls systems, including systems for compliance with applicable laws, regulations, rules, directives, and guidelines (including Bursa Securities LR, securities laws and the Act).

In accordance with Article [106] of our Articles, an election of Directors shall take place each year and at every AGM, at least one-third of the Directors who are subject to retirement by rotation or, if their number is not three or a multiple of three, the number nearest to one-third shall retire from office PROVIDED ALWAYS that all Directors shall retire from office once at least in each three years but shall be eligible for re-election. A Director retiring at a meeting shall retain office until the conclusion of the meeting.

In accordance with Article [107] of our Articles, subject to the Act, the Directors to retire in every year shall be those who have been longest in office since their last election but as between persons who became Directors on the same day those to retire shall (unless they otherwise agree among themselves) be determined by lot.

In accordance with Article [112] of our Articles, the Directors shall have power at any time to appoint any other person to be a Director, either to fill a casual vacancy or as an addition to the existing Directors, but the total number of Directors shall not at any time exceed the maximum number fixed by or in accordance with these Articles. Any Director so appointed shall hold office only until the conclusion of the next AGM and shall be eligible for re-election at such meeting. A Director retiring under this Article shall not be taken into account in determining the Directors or the number of Directors to retire by rotation at such meeting.

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Company No.: 1245-M

9. INFORMATION ON OUR DIRECTORS, KEY MANAGEMENT, PROMOTER AND SUBSTANTIAL SHAREHOLDERS (Cont'd)

In accordance with Article [97] of our Articles, until otherwise determined by the Company in general meeting, the number of Directors including the Chief Executive Officer/Executive Director, shall not be less than two nor more than fifteen but in the event of any casual vacancy occurring and reducing the number of Directors below the aforesaid minimum the continuing Directors of Director may act for the purpose of filling up such vacancy or vacancies or of summoning a general meeting of the Company but not for any other purpose. As at the date of this Prospectus, our Board consists of six Directors, three of whom are Independent Directors.

The details of the members of our Board, all of whom are Malaysian, and the details of the date of expiration of the current term of office for each of our Directors and the period that each of our Directors has served in that office as at the LPD are as follows:

Date of expiration of the No. of years and

Date of current term of months in office as Name Age appointment office at the LPD

Gen. Tan Sri Data' Mohd 83 18 January 1991 To retire at every [7 months] Ghazali bin Hj Che Mat AGM pursuant to (R) Section 129(6) of

(Non-In,dependent Non- the Act Executive Chairman)

Tan Sri Dato' Seri Lodin 64 25 October 2013 Subject to re- [1 month] bin Wok Kamaruddin election at the next

(Non-Independent Non- AGM in 2014 Executive Vice Chairman)

Izzat bin Othman 51 25 October 2013 Subject to [1 month] (Non-Independent Non- retirement at the

Executive Director) next AGM in 2014

Dato' Mohzani bin Datuk 60 25 October 2013 Subject to [1 month] Dr. Abdul Wahab retirement at the

(Senior Independent Non- next AGM in 2014 Executive Director)

Yu Choong Cheong 61 25 October 2013 Subject to [1 month] (Independent Non- retirement at the

Executive Director) next AGM in 2014

Dr. Raja Abdul Malek bin 69 23 December Subject to * Raja Jallaludin 2013 retirement at the (Independent Non- next AGM in 2014 Executive Director)

Note:

* Not applicable

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Company No.: 1245-M


9.1.1 Profiles of our Directors

(i) Gen. Tan Sri Dato' Mohd Ghazali bin Hj Che Mat (R)

Gen. Tan Sri Dato' Mohd Ghazali bin Hj. Che Mat (R) is our NonIndependent Non-Executive Chairman. Tan Sri Ghazali graduated from the Officer Cadet School Eaton Hall, United Kingdom in 1953, the Royal Military Academy, Sandhurst, United Kingdom in 1955 and the Command and Staff College, Quetta, Pakistan in 1961.

Following the completion of his military training, he served with the Malaysian Armed Forces for more than 30 years where he served in various capacities. He was appointed as Chief of the Malaysian Armed Forces in 1985 and retired from military service in 1987.

He was appointed as the Chairman of LTAT from 23 February 1988 until 22 February 2007. As at the LPD, he is also the Chairman of BHB and sits on the board of various companies within the BHB Group namely, UAC Berhad and Boustead Properties Berhad.

(ii) Tan Sri Dato' Seri Lodin bin Wok Kamaruddin

Tan Sri Dato' Seri Lodin bin Wok Kamaruddin is our Non-Independent Non-Executive Vice Chairman. He was appointed as our Non-Executive Vice Chairman on 6 November 2013 where he oversees the overall direction of our Group in relation to the development of corporate strategy and roadmap.

He graduated from the University of Toledo, Ohio, USA with a Bachelors degree in Business Administration and a Masters degree of Business Administration in 1972 and 1973, respectively.

He began his career with Perbadanan Kemajuan Bukit Fraser in 1973 as a General Manager. In 1982, he joined L T AT where currently he serves as the Chief Executive Officer. In 1984, he was appointed as the Deputy Chairman and designated as the Group Managing Director of BHB.

As at the LPD, he is the Chief Executive of LTAT and the Deputy Chairman and Group Managing Director of BHB. Through his involvement in LTAT and BHB, he has acquired extensive experience in the management of a provident fund and in the establishment, restructuring and management of various business interests ranging from plantation, trading, financial services, property development, oil and gas, pharmaceuticals and shipbuilding.

As at the LPD, he is the Chairman of Boustead Heavy Industries Corporation Berhad, Pharmaniaga Berhad and 1 Malaysia Development Berhad. He is also the Deputy Chairman of AFFIN Holdings and sits on the boards of various companies such as UAC Berhad, MHS Aviation Berhad, AFFIN Bank Berhad, AFFIN Islamic Bank Berhad, AFFIN Investment and AXA AFFIN Life Insurance Berhad.

He has received many awards including the Chevalier De La Legion D'Honneur from the French government, the Malaysian Outstanding Entrepreneurship Award, the Degree of Doctor of Laws honoris causa from the University of Nottingham, United Kingdom in 2010, the UiTM Alumnus of the Year 2010 Award and the BrandLaureate Most Eminent Brand Icon Leadership Award 2012.

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Company No.: 1245-M

9. INFORMATION ON OUR DIRECTORS, KEY MANAGEMENT, PROMOTER AND SUBSTANTIAL SHAREHOLDERS (Gont'd)

(iii) Izzat bin Othman

Izzat bin Othman is our Non-Independent Non-Executive Director. He graduated with a Bachelor of Laws degree (with Honours) from the Universiti Malaya in April 1985. He is a lawyer by profession and was admitted as an advocate and solicitor to the Malaysian Bar on 25 January 1986. Since his admission to the Malaysian Bar, he has been actively practicing in the areas of litigation, conveyancing and corporate-related matters.

He began his career in 1986 with Messrs Chua Brothers, Azzat & Xavier (now known as Messrs Azzat & Izzat). He is currently a partner of the law firm Messrs. Azzat & Izzat. He is also the Chairman and Committee Member of the Disciplinary Committee of the Malaysian Bar for more than ten years.

As at the LPD, he is an Independent Non-Executive Director of Pharmaniaga Berhad. He was also on the boards of AFFIN Securities Sdn Bhd and BH Insurance Berhad from 15 December 2003 to 1 January 2007 and 18 December 2007 to 30 April 2010, respectively.

(iv) Dato' Mohzani bin Datuk Dr Abdul Wahab

Dato' Mohzani bin Datuk Dr. Abdul Wahab is our Senior Independent NonExecutive Director. Dato' Mohzani bin Datuk Dr. Abdul Wahab graduated from University Malaya with a Bachelors degree in Economics in 1976.

He began his career with the Shell group of companies ("Shell Group") in 1976. During his service with the Shell Group, he had assumed various senior pOSitions and had acquired a broad experience in different divisions ranging from supply distribution, branding and communications, marketing and retail management under Shell's downstream oil products sector. From 2003 to 2009, he was involved in the management of the Shell Group's international retail business, namely in Singapore, Brunei, Hong Kong and Oman. His career progressed mainly within the Shell Group and he held his final position as Managing Director of Shell Malaysia Trading Sdn Bhd and Shell Timur Sdn Bhd in the year 2001 and 2005, respectively, until his retirement at the end of the year 2009.

Following approximately 33 years of service with the Shell Group, he was apPOinted to the boards of several companies namely TH Heavy Engineering Berhad (formerly known as Ramunia Holdings Berhad), EON Bank Berhad, EONCAP Islamic Bank Berhad.

As at the LPD, he is the Chairman of TH-Alam Management (M) Sdn Bhd, TH-Alam Holdings (L) Inc. and TH Marine Sdn Bhd and he sits on the boards of Pavillion REIT Management Sdn Bhd and Hong Leong Investment Bank Berhad as an Independent Non-Executive Director. He is also a member of the investment panel of Lembaga Tabung Haji.

(v) Yu Choong Cheong

Yu Choong Cheong is our Independent Non-Executive Director. He graduated in 1975 from Universiti Malaya with a Bachelors degree with honours in Economics and Business Administration.

He began his career with LTAT in June 1975 as an investment officer under the Investment Department. He had acquired a broad experience in investment and financial management during his service at L TAT.

150

Company No.: 1245-M


While serving at L TAT, he was also on the boards of various companies namely, Changhuat Corporation Berhad, Cargrill Feed Sdn Bhd, Johnson Suisse (M) Sdn Bhd and San Miguel Plastic Films Sdn Bhd. He retired from LTAT in 2007 as the General Manager under the Investment Department

In 1991, he was seconded to AFFIN Holdings as its Financial Controller. He left AFFIN Holdings as its Executive Director on 31 May 2013. During his tenure with AFFIN Holdings, he was responsible for overseeing the overall operations of various divisions of AFFIN Holdings such as Corporate Planning, Finance, Human Resource and Administration.

As at the LPD, he is a Non-Executive Director of various companies namely, Federal Fertilizer Co Sdn Bhd, Union Harvest Sdn Bhd and Union Harvest (West Malaysia) Sdn Bhd.

(vi) Dr. Raja Abdul Malek bin Raja Jallaludin

Dr. Raja Abdul Malek bin Raja Jallaludin is our Independent Non-Executive Director. He graduated with Bachelor of Medicine and Bachelor of Surgery from the Universiti Malaya in 1972. Early in his career, he worked at the General Hospital, Kuala Lumpur and the Faculty of Medicine, Universiti Kebangsaan Malaysia. In late 1975, he went into private medical practice and became a senior partner of Drs. Catterall, Khoo, Raja Malek & Partners until 2003 when he resigned from the firm. Professionally, he is widely experienced and has served in various peer and academic activities. Amongst others, he had been a clinical tutor in the Faculty of Medicine, Universiti Malaya, a member of the Ethical Committee of the Malaysian Medical Council, Ministry of Health and also the Chairman of CounCil, Academy of Family Physicians, Malaysia.

He also has vast experience in the pharmaceutical field and had actively been involved in since 1984. He had been the Medical Director (MalaysiaSingapore) for Parke Davis-Warner Lambert from 1984 to 2000, and had continued with Pfizer Malaysia when these two incorporations merged in 2001. In 2003, he joined HOE Pharmaceuticals Sdn Bhd, a multinational pharmaceutical firm as the Director of Medical and Scientific Affairs and holds this position to this day.

As at the LPD, he is a Non-Executive Director of AFF1N Bank Berhad. His other directorships in public and private companies include ABB Trustee Berhad, StemLife Berhad, Hartamanis Holding Sdn Bhd, Mediko Farmasi Sdn Bhd and RAMJ Sdn. Bhd.

Our Directors also hold directorships in other companies, as disclosed in Section 9.1.3 of this Prospectus.

(The rest of this page has been intentionally left blank)

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Company No.: 1245-M


9.1.2 Shareholding of our Directors

The following table sets out the direct and indirect shareholdings of our Directors before and after the IPO based on our Register of Directors' Shareholdings as at the LPD (assuming full subscription of the Offer Shares allocated to the eligible directors and employees of our Group, persons contributed to the success of our Group and the eligible directors and employees of the BHB Group):

Director

Gen. Tan Sri Dato' Mohd Ghazali bin Hj Che Mat (R)

Tan Sri Dato' Seri Lodin bin Wok Kamaruddin

Izzat bin Othman

Dato' Mohzani bin Datuk Dr Abdul Wahab

Yu Choong Cheong

Dr. Raja Abdul Malek bin Raja Jallaludin

Notes:

Before the IPO After the IPO(1) ---;:::-;;---:-----;--~__:_----_=_:-:__---_____c .... -.~.-~

Direct Direct Indirect No. of

Shares % Shares % No. of Shares %(2) Shares %(2) ---

(1) Excludes Shares they may subscribe for under the Retail Offering to the Malaysian Public.

(2) Based on our enlarged issued and paid-up share capital of 1,600,000,000 Shares.


152

Company No.: 1245-M


9.1.3 Principal business activities performed by our Directors outside our Group in the past five years

Director

Gen. Tan Sri Dato'Mohd Ghazali bin Hj Che Mat (R)

Tan Sri Dato' Seri Lodin bin Wok Kamaruddin

Save as disclosed below, none of our Directors have performed any principal business activities outside our Group_ The directorships of our Directors outside our Group at present and in the past five years preceding the LPD are as follows:

Directorships

Present directorships:

• BHB

• Boustead Curve Sdn Bhd

• Boustead Properties Berhad

• Boustead Sissons Paints Sdn Bhd

• Mutiara Rini Sdn Bhd

Previous directorships: • UAC Berhad

Present directorships: • 1 Malaysia Development

Berhad

• AFFIN Bank Berhad

• AFFIN Holdings

• AFFIN Investment

• AFFIN Islamic Bank Berhad

• AXA AFFIN Ufe Insurance Berhad

• Badan Pengawas Pemegang Saham Minoriti Berhad

Principal activities

• Investment holding

• Property rental and investment

• Investment holding, property development, property investment, ownership and operating of hotels and production and supply of chilled water for air conditioning

• Manufacture and sale of surface coatings for decorative and industrial applications

• Property investment and development

• Manufacture and distribution of fibre cement building, products and property holding

•

•

•

•

•

•

•

153

Investment holding

Provision of commercial banking and hire purchase services

Investment holding

Provision of investment banking services

Provision of Islamic banking services

Underwriting of life insurance business

To promote corporate governance in companies through shareholder activism acting in the interest of the minority shareholders as an integral part to the development of the capital market

Involvement in business activities other than as a

Chairman of LTAT and BHB

• Chairman of Boustead Heavy Industries Corporation Berhad, Pharmaniaga Berhad and 1 Malaysia Development Berhad

• Deputy Chairman! Group Managing Director of BHB, Deputy Chairman of AFFIN Holdings Berhad and Chief Executive of LTAT

Company No.: 1245-M


Director

Tan Sri Dato' Seri Lodin bin Wok Kamaruddin (Cont'd)

Directorships

Present directorships (Cont'd):

• BHB

• Boustead Atlas Hall Sdn Bhd

• Boustead Heavy Industries Corporation Berhad

• Boustead Hotels & Resorts Sdn Bhd

• Boustead Naval Shipyard Sdn Bhd

• Boustead Petroleum Marketing Sdn Bhd

• Boustead Petroleum Sdn Bhd

• Boustead Properties Berhad

• Boustead REIT Managers Sdn Bhd

• Boustead Travel Services Sdn Bhd

• FIDE Forum

• Irat Hotels & Resorts Sdn Bhd

• Johan Ceramics Berhad

• Kao (Malaysia) Sdn Bhd

• Konsortium LTAT SBG Charterbridge Sdn Bhd

Principal ac;-,-ti ___ v,,-,itC-'ie_s_ ... _____ _


• Oil and gas engineering agency


• Hotel operations

• Construction, repair maintenance of naval weapons, electronic, and engineering

and ship,

design

• Marketing of petroleum products


• Investment holding, property investment, ownership and operating of hotels

• Manager of the BREIT

• Travel agents and tour operators

• To enhance boardroom governance within the financial sector and develop world class directors who are advocates of best practices and excellence in corporate governance

• Property investment

• Manufacturing and sale of glazed ceramic wall and floor tiles

• Import, distribution and marketing of toilet requisites and household products

• to carry on business and to act as merchants, general traders, commission agents, carriers, or in any other capacity in Malaysia or elsewhere, import, export, buy, sell, barter, exchange, pledge, make advances upon, or otherwise deal in goods, produce, articles and merchandise

154

Involvement in business activities other than as a director

Company No.: 1245-M


Director


Directorships

Present directorships (Cont'd):

• LTAT

MHS Aviation Berhad

• Pharmaniaga Berhad

• Power Cables Malaysia Sdn Bhd

• The University of Nottingham in Malaysia Sdn Bhd

• UAC Berhad

• Yayasan Kepimpinan & Strategi Malaysia

• Yayasan Rakyat 1 Malaysia

Previous directorships: • Ida man Pharma

Manufacturing Sdn Bhd (resigned on 2 April 2012)


• To provide retirement and other benefits to members of the other ranks in the armed forces (compulsory contributors) and to enable officers and mobilised members of the volunteer forces in the service to participate in a saving scheme

• Provision of air transportation, flight support, engineering and technical services


• Manufacture, sale and installation of power cables and the manufacture of aluminium rods

• Operation of a university

• Manufacture and distribution of fibre cement building products and property holding

• Government fund management

• To receive donations and provide assistance in the areas of education, sports, culture and others for the benefit of Malaysia and Malaysian residents to give assistance in any socio economic project, social initiative and/or any other act or thing in any form for the purposes of eradicating poverty and improving the standard of living of Malaysian and to support and/or finance educational institutions and educational programmes and initiatives in Malaysia including to grant scholarships and provide financial and nonfinancial aids

• Manufacture of pharmaceutical products

155


I Company No.: 1245-M


Director


Izzat bin Othman

Directorships

Previous directorships (Cont'd): • Perimekar Sdn Bhd

(resigned on 1 July 2010)

• AFFIN Capital Sdn Bhd(1) (resigned on 15 January 2010)

• Boustead Shipping Agencies Sdn Bhd (resigned on 18 November 2009)

Present directorships: • Angsana Tulin Sdn Bhd

• Arkan Construction Sdn Bhd

• Continental Theme Sdn Bhd

• Metrospace Sdn Bhd

• Pharmaniaga Berhad

• Pharmaniaga Biomedical Sdn Bhd

• Pharmaniaga Logistics Sdn Bhd

• PT Millenium Pharmacon International Tbk

• Selat Rinting Sdn Bhd

Previous directorships: • AXA iVlanagement Services

Bhd (resigned on 30 April 2010)

• Arkan Construction Sdn Bhd (dissolved on 11 March 2011)

PrincipaLCl.::..:c-"ti~v..:..:it:.:..:ie:...:s _____ _

• Marketing, supply, providing upgrades, maintenance and all other services related thereto of submarines and surface vessels and investment

• Investment holdings

• Agent for local and overseas shipping principals and providing warehousing, sea and air freight forwarding services

• Investment in properties

• Dormant (Construction of houses and buildings)

• Commercial trading

• General trading, land and property investment and investment holding


• Supply and installation of medical and hospital equipment

• Procurement and distribution of pharmaceutical and medical products

• Distributor of pharmaceutical products


• Underwriting all classes of general insurance business

• Dormant (Construction of houses and buildings)

156


• Chairman and member of Disciplinary Committee of the Malaysian Bar

• Partner of Azzat & Izzat

Company No.: 1245-M

9. INFORMATION ON OUR DIRECTORS, KEY MANAGEMENT, PROMOTER AND SUBST ANTIAL SHAREHOLDERS (Cont'd)

Director

Izzat bin Othman (Cont'd)


Directorships

Previous directorships (Cont'd): • Flo-Pak Sdn Bhd (dissolved

on 18 March 2010)

• Gaswell Engineering Sdn Bhd (resigned on 8 June 2009)

• Inpeco Malaysia Sdn Bhd (resigned on 1 June 2009)

Present directorships: • Bay Option Sdn Bhd

• Celcom Axiata Bhd

• Dazani Enterprises Sdn Bhd

• Hong Leong Investment Bank Berhad

• MOG Eyewear Boutique Sdn Bhd

• Pavilion REIT Management Sdn Bhd

• TH-Alam Management (M) Sdn Bhd

• TH-Alam Holdings (L) Inc

• TH Marine Sdn Bhd

Previous directorships: • TH Heavy Engineering

Berhad (resigned on 18 October 2012)

• Pramilia Bhd (resigned on 29 September 2012)

• Promitol Sdn Bhd (resigned on 1 November 2011)

• Promino Sdn Bhd (resigned on 1 July 2011)

• Firstmay (M) Sdn Bhd (resigned on 28 October 2010)


• Trading, manufacturing, machinery, packaging etc,

• General trading, construction and investment holding

• General trading

•

•

•

•

Consultancy services and trading and promoting mineral water Provision of telecommunication network capacity, infrastructure and services

Investment holding and property investment

Investment banking, stockbroking business, futures braking and related financial services

• Retail sale of spectacles and other optical goods

• To manage and administer Pavilion Real Estate Investment Trust activities

• Ship management and consultancy


• Marine services

• Investment holding and provision of management services

• Dormant

• Dormant

• Dormant

• Dealing in all kinds of machinery and other related products

157


Chairman of THAlam Management (M) Sdn Bhd, THAlam Holdings (L) Inc, and TH Marine Sdn Bhd, and a member of investment panel of Lembaga Tabung Haji

Company No.: 1245-M


Director

Dato'Mohzani bin Datuk Dr Abdul Wahab (Cont'd)

Previous directorships (Cont'd): • Petroleum Industry of

Malaysia Mutual Aid Group (resigned on 1 March 2010)

• Pertin; Vista Sdn Bhd (resigned on 31 December 2009)

• Supreme Suria Sdn Bhd (resigned on 8 March 2010)

• T erragali Resources Berhad (resigned on 24 September 2013)

• Sphinx Capital Sdn Bhd (dissolved on 27 May 2011)

• Provista Ventures Sdn Bhd (resigned on 31 December 2009)

• PS Pipeline Sdn Bhd (resigned on 31 December 2009)

• PS Terminal Sdn Bhd (resigned on 31 December 2009)

• Superkad Services Sdn Bhd (resigned on 31 December 2009)

• Shell Gas (LPG) Malaysia East Sdn Bhd (resigned on 31 December 2009)

• Shell Gas (LPG) Malaysia West Sdn Bhd (resigned on 31 December 2009)

• Shell Malaysia Ltd (resigned on 31 December 2009)

• Shell Malaysia Trading Sdn Bhd (resigned on 31 December 2009)

Principal ac::!i_vi_ti_e-,-s __ _

• Dormant

• Property investment holding -purchase, sale, let, sublet etc.

• Dormant


• Dormant

• Property investment holding

• To maintain and operate the Multi-Product Pipeline and Klang Valley Distribution Terminal (MPP-KVDT) and the associated facilities for the transportation of the petroleum products on behalf of the MPP-KVDT owners/shareholders

• To operate, manage and maintain the joint facilities -terminal, depot, warehouse etc. in Tawau and Bintulu on behalf of the owners (Petronas Dagangan Berhad and Shell Timur Sdn Bhd)

• Dormant

• Dormant

• Dormant

• Hiring out of its tangible fixed assets and providing administrative services

• Blending of lubricating oils and marketing of petroleum products

158


Company No.: 1245M M


Director

Dato' Mohzani bin Datuk Dr Abdul Wahab (Cont'd)

Yu Choong Cheong

Directorshi'-ps ______ _

Previous directorships (Cont'd): • Shell New Venture Malaysia

Sdn Bhd (resigned on 31 December 2009)


• Shell Refining Company (Fed • Refining and manufacturing of petroleum products. manufacturing lubricating oils to required specifications and filling of liquefied petroleum gas into cylinders

of Malaya) Bhd (resigned on 31 December 2009)

• Shell Timur Sdn Bhd (resigned • on 31 December 2009)

Marketing petroleum products and blending of lubricating oils

• Usaha Rawang Sdn Bhd • Dormant (resigned on 31 December 2009)

• Brunei Shell Marketing • Marketing of petroleum products (resigned on 11 December 2009)

Present directorships: • Union Harvest Sdn Bhd

• Union Harvest (West Malaysia) Sdn Bhd

Previous directorships: • Federal Fertilizer Co Sdn Bhd

(resigned on 25 November 2013)

• AFFIN-ADB Sdn Bhd (dissolved on 3 July 2011)

• Union Harvest (East Malaysia) Sdn Bhd (resigned on 1 December 2010)

• AFFIN Fund Management Berhad (resigned on 1 September 2010)

• AFFIN Trust Management Berhad (dissolved on 31 May 2010)

• Union Harvest Marketing Sdn Bhd (resigned on 18 June 2009)

• Manufacturing of fertilisers and trading in fertilisers and chemicals

• Manufacturing and trading in fertilisers

• Warehousing

• Dormant

• Trading and manufacturing of fertilisers

• Asset management and management of unit trust funds

• Dormant

• Trading in fertilisers and chemicals

159


Company No.: 1245-M


Director

Dr. Raja Abdul Malek bin Raja Jallaludin

Note:

Directorships

Present directorships: • AFFIN Bank Berhad

• ABB Trustee Berhad

• Stem Life Berhad

• Hartamanis Holding Sdn Bhd

• Mediko Farmasi Sdn Bhd



• Banking and finance related • services

Director of Medical and

•

•

Trustee services

Stem cell therapies and consultancy services; collection, testing, processing and cryopreservation of umbilical cord blood stem cells; and harvesting, testing, processing and cryo-preservation of peripheral blood stem cells


• Pharmaceutical druggists and medicines

chemists, dispensing of

Scientific Affairs of HOE Pharmaceuticals Sdn Bhd

• RAIVIJ Sdn Bhd • Dormant

Previous directorship: • Medifit Sdn Bhd (dissolved on • Dormant

4 November 2011)

(1) This company is under members' voluntary winding up

160

[ Compa~y~o.: 1245-M

9. INFORMATION ON OUR DIRECTORS, KEY MANAGEMENT, PROMOTER AND SUBSTANTIAL SHAREHOLDERS

9.1.4 Involvement of executive directors in other businesses or corporations

We do not have any executive directors involved in other businesses or corporations.

9.1.5 Interest of our Directors in other businesses or corporations which carry on a similar trade as that of our Group or which are our customers and/or suppliers

Save as disclosed below, as at LPD, none of our Directors have any interest, direct or indirect, in other business or corporations which are (i) carrying on a similar trade as that of our Group; or (ii) our customers and/or suppliers.

Director Tan Sri Dato' Seri

Lodin bin Wok Kamaruddin


BusinesseslCorporations Similar trade as that of our Group:

• Anglo Eastern Plantations (M) Sdn Bhd

• Ketengah Jaya Sdn Bhd

• Ketengah Perwira Sdn Bhd

Similar trade as that of our Group:

• TH Plantations Berhad

Yu Choong Cheong Supplier of fertilisers to our Group:

• Union Harvest Sdn Bhd

Similar trade as that of our Group:

• Sime Darby Berhad; and

• Sarawak Oil Palm Berhad

Note:

Negligible.

Nature of interest

•

•

•

•

Chief Executive of L TAT, a 30.00%-shareholder of Anglo Eastern Plantations (M) Sdn Bhd

Chief Executive of L TAT, a 29.09%-shareholder of Ketengah Jaya Sdn Bhd

Chief Executive of L TAT, a 49.00%-shareholder of Ketengah Perwira Sdn Bhd

Member of Investment Panel of Lembaga Tabung Haji, a 71.80%-shareholder of TH Plantations Berhad

• Non- Executive Director

• Shareholder

• Shareholder

161

Direct No. of

shares

2,108

5,000

%

*

Indirect No. of

shares %

Company No.: 1245-M

9. INFORMATION ON OUR DIRECTORS, KEY MANAGEMENT, PROMOTER AND SUBSTANTIAL SHAREHOLDERS

(i) Tan Sri Dato' Seri Lodin bin Wok Kamaruddin

Tan Sri Dato' Seri Lodin bin Wok Kamaruddin's interest in Anglo Eastern Plantations (M) Sdn Bhd, Ketengah Jaya Sdn Bhd, Ketengah Perwira Sdn Bhd (collectively referred to as "Plantation Associates") is via his position as Chief Executive of L T AT as L T AT has equity interest in the Plantation Associates.

Please refer to Section 9.3.5 of this Prospectus for further information on the nature of L TATs interest in the Plantation Associates.

(ii) Dato' Mohzani bin Datuk Dr Abdul Wahab

Dato' Mohzani bin Datuk Dr Abdul Wahab is a member of the Investment Panel of Lembaga Tabung Haji, which is a substantial shareholder of TH Plantations Berhad, holding approximately 71.80% equity interest in TH Plantations Berhad. TH Plantations Berhad is principally involved in the cultivation of oil palm, processing of FFBs, marketing of CPO, PK and FFB, similar to our Group's principal activities. Our Directors believe that Dato' Mohzani bin Datuk Dr Abdul Wahab's influence in the operations and management of TH Plantations Berhad is remote and therefore will not give rise to a conflict of interest situation with our Group's businesses due to the following:

• Dato' Mohzani bin Datuk Dr Abdul Wahab does not sit on the board of directors of TH Plantations Berhad. Additionally, none of the members of the Investment Panel of Lembaga Tabung Haji sit on the board of TH Plantations Berhad;

• Dato' Mohzani bin Datuk Dr Abdul Wahab does not hold any executive positions Lembaga Tabung Haji; and

• Lembaga Tabung Haji is an Islamic fund manager with an objective to deliver sustainable and competitive returns to its depOSitors within acceptable risks level. Lembaga Tabung Haji has investments in various sectors in accordance with Islamic prinCiples and its investment decisions are advised by its Investment Panel members which subsequently require the approval by the Minister in the Prime Minister's Office. Lembaga Tabung Haji is not involved in the daily operations and management of TH Plantations Berhad as all oil palm plantation estates are owned and managed by TH Plantations Berhad.

(iii) Yu Choong Cheong

Our Directors are of the view that the directorships held by Yu Choong Cheong in the corporations which carry out similar trade as that of our Group or which are customers and/or suppliers to our Group does not compete directly with our Group's businesses on the following basis:

• Union Harvest Sdn Bhd is principally involved in the manufacturing and trading of fertilisers and chemicals. The purchases of fertilisers by our Group are made through a tender process to the public whereby our Group will select its suppliers based on, amongst other requirements. best market prices;

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• The purchase of fertilisers from Union Harvest Sdn Bhd represents approximately 1.76%, 6.04%, 2.01% and 8.36% of the total purchases of fertilisers by our Group for the FYE 31 December 2010, 2011,2012 and the FPE 31 July 2013 respectively. Additionally, Yu Choong Cheong does not have any equity interest in Union Harvest Sdn Bhd;

• Yu Choong Cheong is a Non-Executive Director in Union Harvest Sdn Bhd. As such, his directorship in Union Harvest Sdn Bhd does not affect his contribution to our Group as he is not involved in the day-to-day operations and management of Union Harvest Sdn Bhd; and

• Yu Choong Cheong holds 2,108 ordinary shares and 5,000 ordinary shares in Sime Darby Berhad and Sarawak Oil Palm Berhad respectively. The equity interest held by Yu Choong Cheong in Sime Darby Berhad and Sarawak Oil Palm Berhad are purely for investment purposes. Additionally, equity interest held by Yu Choong Cheong in Sime Darby Berhad and Sarawak Oil Palm Berhad represent an insignificant portion against the issued and paid-up share capital of Sime Darby Berhad and Sarawak Oil Palm Berhad based on the audited financial statements of these companies as at 30 June 2013 and 31 December 2012, respectively.

9.1.6 Audit Committee

Our Audit Committee was formed by our Board on 6 November 2013. The main function of the Audit Committee is to assist our Board in performing its duties and discharging its responsibilities in evaluating our financial statements, internal control and the audit process. Our Audit Committee currently comprises the following members, of which all of them are Independent Non-Executive Directors:

Name Designation Directorship --------~-------------------

Data' Mohzani bin Datuk Dr Chairman Senior Independent Non-Executive Director Abdul Wahab

Izzat bin Othman Member Non-Independent Non-Executive Director

Yu Choong Cheong Member Independent Non-Executive Director

In carrying out its duties and responsibilities, the Audit Committee shall have the authority to:

(i) investigate any matter within its terms of reference;

(ii) have the resources which are required to perform its duties and to obtain independent professional or other advice it deem necessary;

(iii) have full and unrestricted access to any information pertaining to our Group;

(iv) have direct communication channels with the external and internal auditors, as well as employees of our Group;

(v) be able to convene meetings with the external auditors, the internal auditors or both, excluding the attendance or other Directors and employees of the Company, whenever deemed necessary;

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(vi) identify, assess, treat, report and monitor significant risks in an effective manner;

(vii) enable systematic risk review and reporting on key risks, existing control measures and any proposed action plans; and

(viii) create a risk-aware culture and building the necessary knowledge for risk management at every level of management.

The duties and functions of our Audit Committee comprise, inter alia, the following:

(i) review the external auditors' audit plan, the scope of its audits and audit report;

(ii) review the evaluation of the system of internal control with the internal and external auditors;

(iii) review the adequacy of the scope, functions, competency and resources of the in-house internal audit function, including whether it has the necessary authority to carry out its work;

(iv) review the internal audit plan and results of the internal audit plan or investigation undertaken and follow-up on the recommendations contained in the audit reports of the internal audit function;

(v) review our Group's quarterly results and the annual financial statements prior to the approval by our Board, focusing particularly on:

(a) changes in or implementation of major accounting policies;

(b) significant and unusual events; and

(c) compliance with accounting standards and other regUlatory requirements;

(vi) review any related party transactions and conflict of interest situations that may arise including any transaction, procedure or course of conduct that raises questions of management integrity;

(vii) review the procedures of recurrent related party transactions undertaken by our Company and our Group;

(viii) review the Risk Management Committee's periodic report on key risk profiles and risk management activities;

(ix) discuss with the external auditors with regards to problems and observations noted in their interim and final audits;

(x) assess the performance of the external auditors and make recommendations to our Board on its appointment and removal;

(xi) recommend the nomination of a person or persons as external auditors;

(xii) review any letter of resignation from the external auditors or suggestions for their dismissal;

(xiii) monitor our Group's compliance to the Bursa Securities LR and the MCCG 2012 from assurances by the Company Secretary and the results of review by the external and internal audits;

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(xiv) where the Audit Committee is of the view that a matter reported by it to our Board has not been satisfactorily resolved resulting in a breach of the Bursa Securities LR, the Audit Committee must promptly report such matter to the Bursa Securities;

(xv) carry out any other functions that may be mutually agreed upon by the Audit Committee and our Board;

(xvi) communicate our Group's vision, risk policy, responsibilities and reporting lines to all employees;

(xvii) identify and communicate to our Board the critical risks our Group faces, and the management action plans to manage the risks;

(xviii) perform risk oversight and review risk profiles of our Group; and

(xix) provide guidance to the business units on our Group's and business units' risk appetite and capacity.

9.1.7 Nomination Committee

Our Nomination Committee was established by our Board on 6 November 2013. Our Nomination Committee currently comprises the following members comprising exclusively of Non-Executive Directors, of which a majority of them are Independent Non-Executive Directors:

Name Designation

Gen. Tan Sri Dato' Mohd Chairman Ghazali bin Hj Che Mat (R)

Dato' Mohzani bin Datuk Dr. Member Abdul Wahab

Dr. Raja Abdul Malek bin Raja Member Jallaludin

Directorship

Non-Independent Non-Executive Director

Independent Non-Executive Director


Our Nomination Committee undertakes, inter alia, the following functions:

(i) to propose new nominees to our Board and Board Committee;

(ii) to assess on an annual basis, the contribution of each individual Director; and

(iii) to assess on an annual basis, the overall effectiveness of our Board.

The final decision as to who shall be appOinted as a Director remains the responsibility of our full Board, after considering the recommendation of the Nomination Committee.

The terms of reference of the Nomination Committee are proposed as follows:-

(i) to assess and recommend to our Board candidates for directorship on our Board as well as membership of the Board Committee;

(ii) to review and assess annually the overall composition of our Board in terms of appropriate size, required mix of skills, experience and core competencies, and the adequacy of balance between executive Directors, Non- Executive Directors and Independent Directors;

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9. INFORMATION ON OUR DIRECTORS, KEY MANAGEMENT, PROMOTER AND SUBSTANTIAL SHAREHOLDERS (Confd)

(iii) to establish the mechanism for the formal annual assessment of the effectiveness of the individual Directors, and to annually appraise the performance of the individual Directors based on objective performance criteria as approved by our Board; and

(iv) the quorum of the Nomination Committee shall be two Directors, of which one shall be an Independent Director.

The Nomination Committee convenes its meeting as and when necessary.

9.1.7 Remuneration Committee

Our Remuneration Committee was formed by our Board on 6 November 2013. Our Remuneration Committee currently comprises the following members:

Name Designation

Gen. Tan Sri Dato' Mohd Chairman Ghazali bin Hj Che Mat (R)

Tan Sri Dato' Seri Lodin bin Member Wok Kamaruddin

Yu Choong Cheong Member

Directorship

Non-Independent Non-Executive Chairman

Non-Independent Non-Executive Vice Chairman


Our Remuneration Committee undertakes, inter alia, the following functions:

(i) to review annually the remuneration packages applicable to senior executives;

(ii) to review annually rewards structure applicable to senior executives;

(iii) to review annually fringe benefits applicable to senior executives; and

(iv) make recommendations to our Board

In establishing the level of remuneration for senior executives, the Remuneration Committee has regards to package offered by comparable companies, and may obtain independent advice.

The terms of reference of the Remuneration Committee are proposed as follows:-

(i) to review annually and make recommendations to our Board the remuneration packages, reward structure and fringe benefits applicable to all executive Directors and senior executives to ensure that the rewards commensurate with their contributions to our Group's growth and profitability;

(Ii) to ensure that the level of remuneration of the Non-Executive Directors are linked to their level of responsibilities undertaken and contributions to the effective functioning of our Board;

(iii) to keep abreast of the terms and conditions of service of key senior management officers including their total remuneration packages for market comparability and to review and recommend to our Board changes whenever necessary;

(iv) to keep abreast of the remuneration packages of the Non-Executive Directors to ensure that the commensurate with the scope of responsibilities held and to review and recommend to our Board changes whenever necessary; and

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(v) the quorum of the Remuneration Committee shall be two Directors, of which one shall a Non-Executive Director.

The Remuneration Committee convenes its meeting as and when necessary.

9.1.8 Service contracts with our Directors

As at the LPD, we do not have any existing or proposed service contracts with our Directors.

9.1.9 Remuneration of our Directors

The aggregate remuneration and benefits paid or proposed to be paid to our Directors for services rendered to us in all capacities was approximately RM40,000 for the FYE 31 December 2013 and are estimated at RM[e] for the FYE 31 December 2014.

The remuneration and benefits paid/estimated to be paid to our Directors are as follows:

Remuneration band

For the FYE 31 December For the FYE 31 December Director 2013 2014

Gen. Tan Sri Dato' Mohd RM40,OOO and below [e] Ghazali bin Hj Che Mat (R)

Tan Sri Dato' Seri Lodin bin Wok RM40,OOO and below [e] Kamaruddin

Izzat bin Othman RM40,OOO and below [e]

Dato' Mohzani bin Datuk Dr RM40,OOO and below [e] Abdul Wahab

Yu Choong Cheong RM40,OOO and below [e]

Dr. Raja Abdul Malek bin Raja RM40,OOO and below [e] Jallaludin

The remuneration of our Directors, which includes Directors' fees, bonus and such other allowances as well as other benefits, must be considered and recommended by our Remuneration Committee and subsequently approved by our Board. Our Directors' fees must be further approved/ endorsed by our shareholders at a general meeting.


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9.2 KEY MANAGEMENT

Our key management is responsible for our day·to-day management and operations. Our key management consists of experienced personnel in charge of matters related to corporate and business strategy, operation of plantations, finance, human resource and corporate communication, sales and marketing and engineering.

Our key management team is spearheaded by our Chief Executive Officer, Fahmy Ismail, whilst our Non-Executive Vice Chairman, Tan Sri Dato' Seri Lodin bin Wok Kamaruddin, provides guidance on the overall direction of our Group in relation to the development of corporate strategy and roadmap.

The members of our key management as at the LPD are set out below:

Name Nationality Age Designation

Fahmy bin Ismail Malaysian 37 Chief Executive Officer

Chow Kok Choy

Shoib bin Abdullah

Malaysian

Malaysian

65

66

Director of Operations - Plantations

Senior General Manager, Human Resource and Corporate

Com munication

Sharudin bin Jaffar Malaysian 54 Planting Director

Teng Peng Khen Malaysian 63 Senior General Manager, Sales and Marketing

Loh Wai Cheong Malaysian 59 Group Engineer

Chin Sup Chien Malaysian 54 Chief Financial Officer

9,2.1 Profiles of our key management

(i) Fahmy bin Ismail

Fahmy bin Ismail is our Chief Executive Officer. He graduated with a Bachelor of Commerce in Accounting and Finance from University of Sydney, Australia in 1999. He is a Chartered Accountant under Malaysian Institute of Accountants (MIA) and is also a Certified Practicing Accountant under CPA Australia.

He began his career as a management trainee in the Renong Group (currently known as the UEM Group) in the year 1999. He assumed several finance roles within the Renong Group and one of its subsidiaries, Crest Petroleum Berhad, ranging from accounting, performance reporting, treasury and corporate finance. His last held position prior to joining BHB, was Assistant Manager, Corporate Finance for SapuraCrest Petroleum Bhd.

He joined BHB in January 2006 as its Corporate Planning Manager. In addition to his corporate planning role, his responsibilities included amongst others, investor relations, corporate finance, institutional relations, head of transformation office for the GLC Transformation Programme and several CSR initiatives within the BHB Group.

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In the year 2007, he was appointed as Deputy Chief Executive Officer of BREIT Managers, where his key responsibilities include assisting the Chief Executive Officer of BREIT Managers in formulating and implementing BREIT's overall business strategy, management of BREIT's investment in oil palm plantation and non-plantation assets and overseeing the performance of BREIT's plantation advisers in relation to the review of the performance of the plantation assets in-line with the investment objectives of BREIT.

On 15 January 2009, Fahmy bin Ismail was appointed as the Chief Executive Officer of BREIT Managers. He is responsible for the overall day-to-day management of BREIT Managers, being the manager of BREIT which primarily invests in oil palm plantations.

[He will be appointed as our Chief Executive Officer upon the completion of the conversion of BREIT to a private property trust pursuant to the BREIT Privatisation]. His main responsibilities include the implementation of the overall corporate and business strategy and business development by defining objectives and business plans, setting and evaluating key performance indicators and integrating our Group's resources to ensure alignment with the overall direction of our Group as well as overseeing the management of the various operating centres under our Group.

He is also a Director of Boustead Shipping Agencies Sdn Bhd, AB Shipping Pte Ltd and Boustead Information Technology Sdn Bhd.

(ii) Chow Kok Choy

Chow Kok Choy is our Director Operations - Plantations. He holds a Master of Science in Plantation Management (M. Sc) obtained from Universiti Pertanian Malaysia, in 2000. He also obtained an Associate Diploma in Plantation Management from Incorporated Society of Planters, Malaysia, in 1974 and Diploma in Agriculture from Universiti Putra Malaysia (then known as College of Agriculture), in 1969.

Chow Kok Choy began his career as an Assistant Estate Manager with Guthrie Estate from 1969 to June 1970 prior to joining Eldred Estate in July 1971. The Eldred Estate was part of the then Malakoff Group of Estates owned by Boustead PLC. In 1978, he was promoted to Estate Manager while stationed at Telok Sengat Estate and post this promotion, Chow Kok Choy also served in other plantations belonging to our Group in Johor, Kelantan, Sabah, Perak and Kedah. He was appointed as Visiting Agent in 1993 and subsequently transferred to BEA in Kuala Lumpur prior to his promotion as Planting Director in 2001 where he was tasked to head the Plantation Advisory Department.

Chow Kok Choy assumed his present position as Director of Operations -Plantations in 2008 and is tasked with the responsibility of maximising productivity and profitability of the various operating centres under our Group, in ensuring that they operate in a responsible and sustainable manner using best management practices and good management practices. He also holds the position of Council Member of MAPA and member of its Finance and Executive Committee, Council Member of MPOA and Board Chairman of MPOA Security Services Sdn Bhd, Board Member of Nottingham Malaysia Research Innovation and Development ("MyRIAD") Solutions Sdn Bhd and AA Resources.]

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(iii) Shoib bin Abdullah

Shoib bin Abdullah is our Senior General Manager, Human Resource and Corporate Communication. He completed his secondary education in Anderson School, Perak, Malaysia, in 1965 and attended Royal Military College between 1966 and 1967 as an officer cadet.

Shoib bin Abdullah joined the Armed Forces in 1966 upon completing his training at the Royal Military College where he was the Acting Captain for the Royal Malaysian Rangers from 1967 to 1972. He joined the plantations industry in 1972 as a planter at Riverview Rubber Estate, Perak, and after 22 years of service was appOinted as General Manager. He then joined PT Poliplant in 1994 as Technical Advisor of Operations prior to joining BEA in 1995 as the General Manager of Plantation Operations.

He assumed his present position as Senior General Manager, Human Resource and Corporate Communication in 2002 and is responsible for motivating employees to achieve optimum productivity while at the same time managing their necessities, expectations and welfare. Shoib bin Abdullah sits on the Board of several BHB companies including Boustead Shipping Agencies Sdn Bhd, Boustead Engineering Sdn Bhd, Boustead Construction Sdn Bhd, Boustead Information Technology Sdn Bhd and Drew Ameroid (M) Sdn Bhd. He is also a Board Member of Lembaga IDC UrusLadang Sdn Bhd, a subsidiary of Perbadanan Kemajuan Ekonomi Islam Negeri Perak Sdn Bhd. He also previously served as Chairman of Perak Planters Association (PPA) in 1987, and Council Member of United Planting Association of Malaysia (UPAM) and MAPA between 1986 and 1989.

(iv) Sharudin bin Jaffar

Sharudin bin Jaffar is our Planting Director. He obtained his Diploma in Agriculture in 1980 from Universiti Purtra Malaysia (formerly known as Universiti Pertanian Malaysia) and Associate Diploma in Plantation from Incorporated Society Planters, Malaysia, in 1988. He then obtained his Master of Science in Plantation Management (M. Sc) obtained from Universiti Putra Malaysia, in 2001.

He began his career in 1980 as an Assistant Manager in Barlow Boustead Estates Agency Sendirian Berhad which is currently known as BEA. His first appOintment was as Assistant Manager at Eldred Estate in 1980. Sharudin bin Jaffar has served on various estates within BEA prior to reaching the position of Senior Manager.

He assumed his present position of Planting Director in 2008 and is responsible for the Agronomic operations of the entire Group and outSide Principle plantations. As well as implementing our Group's planting policy on "Good Agricultural Practices" with the objective of achieving the company's target and the best estates produce.

He serves on the Negotiation Committee of MAPA and sits on the board of AA Resources, B Tinjar, B Kanowit, B Sungai Manar, B Sed ill, B Gradient, B Rimba Nilai, MyRIAD Solutions Sdn Bhd, PT AAR and PT AAR Nusantara.

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9. INFORMATION ON OUR DIRECTORS, KEY MANAGEMENT, PROMOTER AND SUBST ANTIAL SHAREHOLDERS (Cont'd)

(v) Teng Peng Khen

Teng Peng Khen is our Senior General Manager of Sales and Marketing. He graduated with a BA Honours (Economics) from Universiti Malaya, Malaysia, in 1975.

He joined Felda Marketing Corporation in 1975 as a Marketing Executive. He was subsequently posted to Felda's London Office as an Assistant Manager in 1978 and served as Manager in Felda San Francisco and Felda New York between 1979 and 1981. Upon his return to Malaysia, he joined the Boustead Group as Manager in the Marketing Department in 1982. He was promoted to General Manager in 1993.

He assumed his present position of Senior General Manager of Sales and Marketing in 2000 and is responsible for all sales and marketing activities carried out by our Group.

(vi) Loh Wai Cheong

Loh Wai Cheong is our Group Engineer in the Group Engineering Department. He is a certificated engineer by profession.

He began his career by training as a Power Station Engineer at the Perak River Hydro Power Station in Malim Nawar in 1973 to 1977. Thereafter he worked as an Assistant Engineer in a private mill until 1980. He joined our Group in 1980 as a Mill Assistant, working through six palm oil mills managed or owned by our Group in Peninsular Malaysia and Sabah. In 1996, he was promoted to Senior Engineer and then to Deputy Group Engineer in 2002. He assumed his present role as Group Engineer in 2007.

His responsibilities revolve around the management of our ten palm oil mills and providing engineering services for erection of new palm oil mills as well as upgrade works for mill and plantation infrastructure. Throughout his career, he has contributed towards achieving economic returns to our Group via innovative and environmentally and user friendly designs and systems in milling technologies.

He is an active member of the Technical Research Committee of MPOB and participates as an invited lecturer on technical papers for MPOB's Diploma Programme for Palm Oil Mill Engineers. He possesses a First Grade Steam Engineer's Certificate of Competency as well as City & Guilds London Electrical Final Certificate.

(vii) Chin Sup Chien

Chin Sup Chien is our Chief Financial Officer. She qualified as a graduate of The Association of Certified Accountants in December 1981 and obtained a Diploma in Commerce (Financial Accounting) from Kolej Tunku Abdul Rahman in June 1982.

She began her career with Kreston John & Gan (then known as TH liew & Co) in 1982 and worked in various capacities within the firm for approximately three years. She joined Ernst & Young (then known as Ernst & Whinney) in 1987 as an Audit Senior before joining our Group in 1990 as an Accountant. Her career has since progressed to Group Accountant in 1995, Financial Controller in 2004 and finally her present position as CFO in 2011.

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She is responsible for all financial related matters of BPB Group including financial reporting, accounting, cash flow management, budgeting, risk assessment and development of tax strategies in ensuring the achievement of business objectives.

She is a Fellow of the Chartered Association of Certified Accountants (ACCA) and Chartered Accountant with the Malaysian Institute of Accountants (MIA).

9.2.2 Shareholding of our key management

The following table sets out the direct and indirect shareholdings of each of our key management before and after the IPO (assuming full subscription of the Offer Shares allocated to the eligible directors and employees of our Group and the eligible directors and employees of the BHB Group):

Before the IPO After the IPO(1) Direct Indirect Direct Indirect

No. of No. of No. of No. of Key management Shares % Shares % Shares %(2) . Shares %(Z)

Fahmy bin Ismail [-1 [-]

Chow Kok Choy [-1 [-]

Shoib bin Abdullah [-] [-]

Sharudin bin Jaffar [-] [-]

Teng Peng Khen [-] [-]

Loh Wai Cheong [-] [-]

Chin Sup Chien [-] [-]

Notes:

(1) Excludes Shares they may subscribe for under the Retail Offering to the Malaysian Public.

(2) Based on our enlarged issued and paid-up share capital of 1,600, 000,000 Shares.

9.2.3 Service contracts with key management

Save as disclosed below and as at the date of this Prospectus, there are no other existing or proposed service contracts between our key management and us:

(i) Chow Kok Choy

BEA entered into a service contract dated 2 December 2013 with Chow Kok Choy for his appointment as our Director of Operations - Plantations for a period of one year commencing from 23 May 2013 to 22 May 2014 in which BEA has the option to extend this contract on terms to be mutually agreed upon between us and Chow Kok Choy.

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(ii) Shoib bin Abdullah

SEA entered into a service contract dated 2 December 2013 with Shoib bin Abdullah for his appointment as our Senior General Manager, Human Resource and Corporate Communication for a period of one year commencing from 15 May 2013 to 14 May 2014 in which SEA has the option to extend this contract on terms to be mutually agreed upon between us and Shoib bin Abdullah.

(iii) Teng Peng Khen

SEA entered into a service contract dated 2 December 2013 with Teng Peng Khen for his appointment as our Senior General Manager of Sales and Marketing for a period of one year commencing from 20 April 2013 to 19 April 2014 in which SEA has the option to extend this contract on terms to be mutually agreed upon between us and Teng Peng Khen.

(iv) Loh Wai Cheong

SEA entered into a service contract dated 2 December 2013 with Loh Wai Cheong for his appointment as our Group Engineer for a period of one year commencing from 27 May 2013 to 26 May in which SEA has the option to extend this contract on terms to be mutually agreed upon between us and Loh Wai Cheong.

9.2.4 Remuneration of our Chief Executive Officer

The remuneration and benefits paid/estimated to be paid to our Chief Executive Officer is as set our below:

Remuneration band For the FYE For the FYE

Name 31 December 2013 31 December 2014

Fahmy bin Ismail* RM[e]

Note:

Fahmy bin Ismail was appointed as Chief Executive Officer of BPB on 1 March 2014

The remuneration of our Chief Executive Officer, which includes salaries, bonus, fees and allowances as well as other benefits, must be considered and recommended by our Remuneration Committee and subsequently approved by our Soard.

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9.2.5 Involvement of our key management in other businesses or corporations

As at the LPD, none of our key management is involved in the management and dayto-day operations of other businesses or corporations. The involvement of our key management in other businesses or corporations as highlighted below is minimal and is not expected to affect their contribution and duties to our Group. Hence, we do not foresee any conflict of interest arising from this.

Name Directorship -----'------_ .. _-.... _--


Fahmy bin Ismail Present Directorships: Nil

Chow Kok Choy

• Boustead Information Technology Sdn Bhd

• Passion lab Lifestyle Sdn Bhd • Boustead Shipping Agencies Sdn Bhd • Passion Herbs Sdn Bhd

Previous Directorships:

• Nil

Present Directorships: • Nottingham MyResearch Sdn Bhd • Nottingham MyRIAD Solutions Sdn

Bhd • MPOA Security Services Sdn Bhd

Previous Directorships: • Boustead Citi Biofuels Sdn Bhd

(dissolved on 1 March 2012)

• Council Member of MAPA

• Member of Finance and Executive Committee of MAPA

• Council Member of MPOA

Shoib bin Abdullah Present Directorships: Nil • PKEINPK Sdn Bhd • IDC Jadi Sdn Bhd • Speedy Transport Sdn Bhd • Hyundai Merchant Marine (Malaysia)

Sdn Bhd • Boustead Shipping Agencies Sdn Bhd • Drew Ameroid Sdn Bhd • AB Shipping Sdn Bhd • Boustead Engineering Sdn Bhd • Boustead Segaria Sdn Bhd • Bestari Marine Sdn Bhd • Cargo Freight Shipping Sdn Bhd • Boustead Construction Sdn Bhd • IDC Urus Ladang Sdn Bhd • Boustead Information Technology Sdn

Bhd • Bernam Agricultural Services Sdn Bhd

Previous Directorships: • Minat Warisan Sdn Bhd

(dissolved 21 November 2011)

Sharudin bin Jaffar Present Directorships: • Nottingham MyResearch Sdn Bhd • Nottingham MyRIAD Solutions Sdn

Bhd


• Nil

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Name D_ir_ec_t~o_rs_h_i,--p _________ _

Teng Peng Khen Present Directorships:

Loh Wai Cheong

Chin Sup Chien

• Nil

Previous Directorships: • Syarikat Kemajuan Bumi-Daya

(Sabah) Sdn Bhd (dissolved on 27 December 2004)

• Barlow Bulking Sdn Bhd • Boustead Oil Bulking Sdn Bhd

Present Directorships: • Drew Ameroid (M) Sdn Bhd • Boustead Segaria Sdn Bhd


• Nil

PresentJPrevious Directorships:

• Nil


-------

Nil

Nil

Nil

9.2.6 Involvement of our key management in other businesses or corporations which carry on a similar trade as that of our Group or which are our customers and/or suppliers

As at the LPD, none of our key management has any interest, direct or indirect, in other businesses or corporations which are (i) carrying on a similar trade as that of our Group; or (ii) our customers and/or suppliers.

9.2.7 Shared management services between BEA and BHB

On 1 Jul 2009, we have entered into an arrangement for the provision of certain management support functions on an arm's length basis between BEA and BHB, whereby BHB has agreed to provide management support services, which include, but not limited to administrative and human resource matters, financial management and systems support, taxation matters, secretarial services as well as information technology services.

The provisions of management services from BHB allow us to consolidate one or more back-office operations used by our various departments such as finance, information technology and human resource, in respect of our operations. The current management arrangement allows us to enhance efficiency through a backoffice outsourcing arrangement to BHB Group which reduce our personnel and infrastructure costs at BEA, while improving the management of certain centralised management functions at BEA, such as monitoring of bulk purchasing of raw materials and consumables as well as the sale of our CPO and PK.

9.2.8 Management succession plan

Managing succession is the cornerstone of our Company's strategic viability in ensuring business continuity through retention of high-value talent. It secures future leadership capability which is critical for driving organizational performance. Its process integrates the identification, assessment and development of talent with longrange strategic planning. Our development programmes are deSigned and selected to ensure that our employees are provided with current and highly relevant personal development and self-enhancement programme.

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In our efforts to ensure the effectiveness of our succession management, few approaches have been implemented, which includes:

(i) Building a leadership pipeline/talent pool to ensure leadership continuity;

(ii) Developing potential successors in ways that best fit their strengths;

(iii) Identifying the best candidates for categories of positions; and

(iv) Concentrating resources on the talent development process yielding a greater return on investment.

The management succession is a continuous process integrated with our Company's business planning cycles which ensures that the talent pool is constantly exposed to various aspects of our business activities. This enables the talent pool to acquire full understanding of responsibilities, decision making process and knowledge to advance to higher management positions.

This approach involves the process where critical positions are identified and a talent pool from middle management and above is established. Potential employees are then put through various assessment tests to identify leadership capabilities that could be harnessed for greater value to benefit our Company and the individual. The talent pool is dynamic and is continuously assessed to ensure that they remain relevant to the needs of our Group and reach their full potential.


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9.3 PROMOTER AND SUBSTANTIAL SHAREHOLDERS

9.3.1 Profile of our Promoter

BHB

BHB can trace its history to 1828 when it was founded as a trading company in Singapore. Subsequently, upon consolidating its various businesses, BHB was incorporated in Malaysia on 25 July 1960 as a public limited company under the name of Boustead & Company (1960) Limited. BHB was listed on the Main Market of Bursa Securities on 17 March 1961. The company changed its name to Boustead Holdings Limited on 18 February 1966 and had on 15 April 1966 assumed its present name.

BHB, with well over 180 years since its establishment, has evolved and reinvented itself from a modest trading company to a leading participant in the plantation sector and now a well-diversified homegrown conglomerate. The BHB Group has an active interest in six primary sectors of the economy, namely plantation, property, pharmaceutical, heavy industries, trading & industrial and finance & investment.

The principal activities of each division are as follows:

(i) plantation - primarily involved in the cultivation of oil palm crops and the production of crude palm oil and palm kernel;

(ii) property - development and investment of properties, management of projects and properties, as well as hotel operations;

(iii) pharmaceutical - manufacturing of generic pharmaceuticals, logistics and distribution, sales and marketing, supply of medical products & services and hospital equipping;

(iv) heavy industries - shipbuilding, maintenance of vessels and defence-related products, fabrication of offshore structures as well as provision of helicopter services to the oil and gas industry;

(v) trading & industrial - mainly involved in petroleum retail, building materials and paints; and

(vi) finance & investment - financial services involving consumer banking, investment banking, islamic banking, general and life insurance as well as investment in tertiary education.

With human capital of approximately 15,000 employees, the BHB Group has total assets in excess of RM13 billion as at 31 December 2012 and has more than 80 active subsidiaries and associates of which 3 companies are listed on the Main Market of Bursa Securities.

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The substantial shareholders of BHB and its respective shareholdings in BHB as at the LPD are as follows:

Direct Indirect No. of shares No. of shares

Substantial shareholder held % held %

LTAT 606,998,309 58,7

Kumpulan Wang Persaraan 75,749,500 7,32 (Diperbadankan)

9.3.2 Profiles of our substantial shareholders

(i) BHB

BHB is also our Promoter. For details of BHB's profile, see Section 9,3,1 of this Prospectus,

(ii) LTAT

L TAT or the Armed Forces Fund Board, is a government statutory body which was established in August 1972 by an Act of Parliament as a provident fund especially for serving members of the Armed Forces, with more than RM7,7 billion fund under its management.

L TAT has two main objectives; the first is to provide retirement and other benefits to members of the other ranks in the Armed Forces (compulsory contributors) and to enable officers and Mobilised Members of the Volunteer Forces in the service to participate in a savings scheme. The second main objective is to promote socio-economic development and to provide welfare and other benefits for the retiring and retired personnel of the Armed Forces of Malaysia(3J,

LTAT has grown to become not only a viable source of income for members of the lVIalaysian Armed Forces about to retire but also in fulfilling various socio-economic objectives for its members(2), L TAT's investment strategy has resulted in the payment of consistently high dividends for its members. As required by the Tabung Angkatan Tentera Act (Act 101) 1973, LTAT invests not less than 70% of its fund in trustee investments and not more than 30% in non-trustee investments, Through meticulous and strategic planning, LTAT has successfully implemented various programmes to attain its vision and objectives,

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9.3.3 Shareholding of our substantial shareholders and Promoter

The following table sets forth the direct and indirect shareholding of our substantial shareholders and Promoter before and after the IPO based on our Register of substantial shareholders' shareholdings as at the LPD:

After the fPO - Assuming Over-allotment Option not exercised(1)

After the fPO - Assuming Over-allotment Option fully exercised(1) Before the fPO

Direct Indirect Direct Indirect Direct Indirect No. of No. of No. of No. No. of No. of

Shareholder Shares % Shares % Shares % Shares % Shares % Shares % '000 '000 '000 '000 '000

Promoter 1,020,000 100.0 944,000 59.0 880,000 55.0

LTAT 1,020,000(L) 100.0 171,771 10.7 944,000 59.0 171,771 10.7 880,000 55.0

Notes:

(1) Based on our enlarged issued and paid-up share capital of 1,600,000,000 Shares.

(2) Deemed interested by virtue of its shareholdings in BHB pursuant to Section 6A of the Act.


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9.3.4 Changes in the Promoter's and the substantial shareholders' shareholdings in our Company for the past three years

There has been no change in the Promoter's and the substantial shareholders' shareholdings in our Company for the past three years preceding the LPD.

9.3.5 Involvement of our substantial shareholders in other businesses or corporations which carry on a similar trade as that of our Group or which are our customers and/or suppliers

Substantial

Save as disclosed below, as at the LPD, our substantial shareholders do not have any interest, direct or indirect, in other businesses or corporations which are (i) carrying on a similar trade as that of our Group; or (ii) our customers and/or suppliers.

Direct Indirect

shareholder BUSinesses/Corporations Nature of interest

No. of shares % No. of shares

L TAT Similar trade as that of our Group:

• Anglo Eastern Plantations Shareholder 13,996,192 30.00 (M) Sdn Bhd

• Ketengah Jaya Sdn Bhd Shareholder 6,400,000 29.09

• Ketengah Perwira Sdn Bhd Shareholder 13,965,000 49.00

• Various listed plantation Shareholder N/A (1)<1.00 companies on Bursa Securities ("Listed Plantation Companies")

Supplier of fertiliser to our Group:

• Union Harvest Sdn Bhd

Supplier of petroleum products to our Group:

• Boustead Petroleum Marketing Sdn Bhd

Notes:

Shareholder

Shareholder 68,990,000 30.00

(2)1,000,016

(3)160,976,667

(1) Denotes that L TAT holds less than 1% equity interest in the issued and paid-up share capital of each of the Listed Plantation Companies.

(2) Deemed interested pursuant to Section 6A(4) of the Act by virtue of its 20.0% direct equity interest in Federal Fertiliser Co Sdn Bhd, which in tum has 50.0% direct equity interest in Union Harvest Sdn Bhd.

(3) Deemed interested pursuant to Section 6A(4) of the Act by virtue of its 58.7% direct equity interest in BHB, which in tum has 59.8% direct equity interest in Boustead Petroleum Sdn Bhd, which in tum has 70.0% direct equity interest in Boustead Petroleum Marketing Sdn Bhd.

(i) Similar trade as that of our Group

L TAT has equity interests in Anglo Eastern Plantations (M) Sdn Bhd, Ketengah Jaya Sdn Bhd and Ketengah Perwira Sdn Bhd (collectively referred to as "LTAT Plantation Associates"), which are companies principally engaged in oil palm cultivation. As part of its equity investment activities, LTAT also has investments in the Listed Plantation Companies which are categorised as held for trading securities and available for sale securities ("HFT and AFS Investment").

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%

50.0

70.0

Company No.: 1245-M


Our Directors believe that L TAT's degree of influence in the daily commercial affairs of the L TAT Plantation Associates and the Listed Plantation Companies is remote and hence, will not give rise to a conflict of interest situation with our Group's plantation businesses due to the following:

• none of LTAT's nominee directors on the LTAT Plantation Associates' board of directors are members of our Board;

• none of L TAT's investment panel members are members of our Board or the board of directors of BHB, our controlling shareholder;

• as a superannuation scheme managing the contributions of serving members of the Armed Forces of Malaysia, L TAT is not involved in the daily commercial affairs of the L TAT Plantation Associates and the Listed Plantation Companies. Hence, LTAT's investments in the L TAT Plantation Associates and the Listed Plantation Companies are passive in nature. Further, the extent of L TAT's investment activity in businesses and commercial enterprises are limited to the parameters prescribed under the Tabung Angkatan Tentera Act (Act 101) 1973, whereby L TAT is restricted from investing amounts exceeding 30% of the total shareholders' funds of any business and commercial enterprise, unless the prior written approval of the Minister of Defence and Minister of Finance are obtained;

• investment decisions made by L TAT's investment panel are not influenced by L TAT's board of directors, whereby the majority of L TAT's investment panel members are not members of L TAT's board of directors;

• none of the other shareholders and directors of the L TAT Plantation Associates are members of our Board and LTAT's board of directors and/or investment panel;

• none of the members of L TAT's board of directors and/or investment panel are LTAT's nominee directors on the board of directors of the Plantation Associates. Further, L TAT's nominee directors on the board of directors of the L TAT Plantation Associates are not involved in the day-to-day management of L TAT;

• the PAT of the Plantation Associates is not comparable to our Group, whereby the aggregate PAT of the Plantation Associates (after taking into account LTAT's interest in the Plantation Associates) for the FYE 2012 is approximately less than 8% compared to our Group's pro forma PAT for the FYE 31 December 2012 of approximately RM161.3 million; and

• the HFT and AFS Investment is purely for investment purposes with the objective of realising gains through capital appreciation and dividend payout. Further, the HFT and AFS Investment amounts to less than 1.0% of the issued and paid-up share capital of each of the Listed Plantation Companies as at the LPD.

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9. INFORMATION ON OUR DIRECTORS, KEY MANAGEMENT, PROMOTER AND SUBSTANTIAL SHAREHOLDERS (Cant'd)

(ii) Supplier of fertiliser to our Group

LTAT has an effective equity interest in Union Harvest Sdn Bhd of approximately 10.0% through its shareholdings of approximately 20.0% in Federal Fertiliser Co Sdn Bhd, which has approximately SO.O% equity interest in Union Harvest Sdn Bhd. Our Directors are of the view that LTA1's degree of influence in the daily commercial affairs of Union Harvest Sdn Bhd via its interest in Federal Fertiliser Co Sdn Bhd is remote and hence, will not give rise to a conflict of interest situation with our Group's plantation businesses due to the following:

• L T AT does not have any nominee directors on the board of directors of Union Harvest Sdn Bhd;

• L TAT is not involved in the daily commercial affairs of Federal Fertiliser Co Sdn Bhd as L TAT does not have a controlling equity interest in Federal Fertiliser Co Sdn Bhd and LTA1's investments in businesses are limited to the parameters prescribed under the Tabung Angkatan Tentera Act (Act 101) 1973 as elaborated in Section 9.3.5 (i) above; and

• Union Harvest Sdn Bhd is principally involved in the manufacturing and trading of fertilisers and chemicals. The purchases of fertilisers by our Group are made through a tender process to the public whereby our Group will select its suppliers based on, amongst other reqUirements, best market prices.

(iii) Supplier of petroleum products to our Group

LTAT has a direct equity interest in Boustead Petroleum Marketing Sdn Bhd of apprOXimately 30.0%. Our Directors are of the view that LTA1's degree of influence in the daily commercial affairs of Boustead Petroleum Marketing Sdn Bhd is remote and hence, will not give rise to a conflict of interest situation with our Group's plantation businesses due to the following:

• none of LTA1's nominee directors on Boustead Petroleum Marketing Sdn Bhd's board of directors are members of our Board;

• L T AT is not involved in the daily commercial affairs of Boustead Petroleum Marketing Sdn Bhd and L TAT's investments in businesses are limited to the parameters prescribed under the Tabung Angkatan Tentera Act (Act 101) 1973 as elaborated in Section 9.3.5 (i) above; and

• Boustead Petroleum Marketing Sdn Bhd is principally involved in the marketing of petroleum products. The purchases of petroleum products by our Group is solely based on current market price, which is regulated by the Ministry of Domestic Trade, Co-Operatives and Consumerism ..

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9.4 RELATIONSHIPS OR ASSOCIATIONS BETWEEN OUR DIRECTORS, KEY MANAGEMENT, PROMOTER AND SUBSTANTIAL SHAREHOLDERS

Save as disclosed below, there are no family relationships/associations between our Directors, key management, Promoter and sUbstantial shareholders:

• Gen. Tan Sri Dato' Mohd Ghazali bin Hj Che Mat (R), who is our Chairman and NonIndependent Non-Executive Director, is also the Chairman and an Independent NonExecutive Director of BHB; and

• Tan Sri Dato' Seri Lodin bin Wok Kamaruddin, who is our Non-Independent NonExecutive Vice Chairman, is also the Deputy Chairman and Group Managing Director of BHB and the Chief Executive of L TAT.

9.5 DECLARATION BY OUR DIRECTORS, KEY MANAGEMENT AND PROMOTER

None of our Directors, key management or Promoter is and has been involved in any of following events (whether in or outside Malaysia):

(i) a petition under any bankruptcy or insolvency laws was filed (and not struck out) against such person or any partnership in which he was a partner or any corporation of which he was a director or key personnel;

(ii) disqualified from acting as a director of any corporation or from taking part, directly or indirectly, in the management of any corporation;

(iii) charged and/or convicted in a criminal proceeding or is a named subject of a pending criminal proceeding;

(iv) any judgment was entered against such person involving a breach of any law or regulatory requirement that relates to the securities or futures industry; or

(v) the subject of any order, judgment or ruling of any court, government, or regulatory authority or body temporarily enjoining him from engaging in any type of business practice or activity.

9.6 OTHER MATTERS

Save as disclosed below, no other amounts or benefits have been paid or intended to be paid to our Directors, Promoter and substantial shareholders within the two years preceding the date of this Prospectus:

(i) remuneration received by our Directors in the course of their employment and directors' fees as set out in Section 9.1.9, and dividends paid to our substantial shareholders;

(ii) the allocation of Issue Shares which may be subscribed by them under our IPO as set out in Section 4.3 of this Prospectus;

(iii) historical and future payments to our substantial shareholders in the ordinary course of business as set out under Section 11.1 of this Prospectus;

(iv) the utilisation of the IPO proceeds for the repayment of net advances made by BHB to our Company for the BREIT Privatisation as set out in note 3 of Section 4.8 of this Prospectus; and

(v) the amounts paid by us to BHB and LTAT as set out in items 1, 6, 7 and 10 under Section 11.1.1 of this Prospectus.

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Documents

Company No.: 1245-M 9. INFORMATION ON OUR ... at the LPD, he is the Chairman of Boustead Heavy Industries Corporation Berhad, Pharmaniaga Berhad and 1 Malaysia Development Berhad