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A Focused diversiFicAtion

Another financial year has closed. Mentiga will face the economic challenges and should successfully overcome the obstacles. Factors that make it possible to mitigate and manage the challenging conditions are our strong fundamentals and dedicated workforce.

We are growing steadily, taking a slow, but sure pace, by focussing our business activities in producing commodities with high market demands, locally and internationally. Whatever the economic scenario maybe, there are always demand for iron ore, palm oil and forest products.

Opportunities to grow and to generate profits are vast. But those objectives are not everything, because we are concern with maintaining a Green Environment which is Mentiga Corporation Berhad’s contribution to corporate responsibility.

C O n t E n t s

notice of Annual General Meeting (AGM)

statement Accompanying notice of AGM

Board of directors

corporate information

Profile of directors

chairman’s statement

corporate structure

corporate Governance statements

statement of internal control

report of the Audit committee

directors’ report

statement By directors

statutory declaration

report of the Auditors

income statements

Balance sheets

statements of changes in equity

cash Flow statements

notes to the Financial statements

List of Properties

Analysis of shareholdings

Additional compliance information

Proxy Form

2 - 3

4

5

6

7 - 8

9 - 11

12

13 - 18

19

20 - 24

26 - 31

32

32

33 - 34

35

36 - 37

38

39 - 40

41 - 70

71

72 - 73

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notice is HereBY Given that the thirty-eighth Annual General Meeting of the Company will be held at cobalt 6, Level 1, the ritz-carton, Kuala Lumpur, 168, Jalan imbi, 55100 Kuala Lumpur on Monday, 29 June 2009 at 2.30 p.m. for the following purposes:-

AGendA

1. to receive the statutory Financial statements for the year ended 31 December 2008 (Resolution 1) and the Reports of the Directors and Auditors thereon.

2. to approve the payment of a final dividend of 2 sen per ordinary share less 25% (Resolution 2) income tax, for the financial year ended 31 December 2008.

3. to re-elect the following Directors retiring in accordance with Article 80 of the Company’s Articles of Association and being eligible, offer themselves for re-election:

i) Dato’ Muhammad nasir Bin Puteh (Resolution 3)

ii) Hazli Bin Ibrahim (Resolution 4)

4. to re-appoint Auditors and to authorise the Directors to fix their remuneration. (Resolution 5) sPeciAL Business

to consider and if thought fit, pass the following ordinary resolutions:- 5. to approve the payment of Directors’ fees of RM168,000 for the financial year ended (Resolution 6) 31 December 2008. 6. to approve the payment of Directors’ fees of up to RM168,000 for the financial year (Resolution 7) ending 31 December 2009.

notice of dividend entitlement and Payment

nOtICE Is ALsO HEREBY GIVEn tHAt subject to the approval of Members at the thirty-Eighth Annual General Meeting of the Company to be held on Monday, 29 June 2009, a final dividend of 2 sen per ordinary share less 25% income tax, for the financial year ended 31 December 2008 will be paid on Monday, 20 July 2009 to Depositors whose names appear in the Record of Depositors on Monday, 6 July 2009.

not ice of AnnualG e n e r A L M e e t i n G

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FURtHER nOtICE Is HEREBY GIVEn tHAt a Depositor shall qualify for the dividend entitlement only in respect of:

(a) shares transferred into the Depositor’s securities Account before 4.00 p.m. on Monday, 6 July 2009 in respect of ordinary transfers; and

(b) shares bought on the Bursa Malaysia securities Berhad on a cum entitlement basis according to the Rules of the Bursa Malaysia securities Berhad.

BY order oF tHe BoArd

Yeap Kok Leong (MAICsA no. 0862549)Oh swee Chin (MAICsA no. 7055178)Company secretaries

Dated this 3 June, 2009.Kuala Lumpur

nOtEs:-

1. A member of the Company entitled to attend and vote at this meeting is entitled to appoint a proxy to attend and vote instead of him. A proxy may, but need not, be a member of the Company and a member may appoint any person to be his proxy without limitation and the provision of section 149(1)(b) of the Companies Act, 1965 shall not apply to the Company.

2. Where a member of the Company is an authorised nominee as defined under the security Industry (Central Depositories) Act 1991, it may appoint at least one (1) proxy in respect of each securities account it holds with ordinary shares of the Company standing to the credit of the said securities account.

3. the instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under seal or under the hand of an officer or attorney duly authorised.

4. the instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll.

5. If this Proxy Form is signed under the hand of an officer duly authorised, it should be accompanied by a statement reading “signed as authorised officer under Authorisation Document which is still in force, no notice of revocation having been received”. If this Proxy Form is signed under the attorney duly appointed under a power of attorney, it should be accompanied by a statement reading “signed under Power of Attorney which is still in force, no notice of revocation having been received”. A copy of the Authorisation Document or the Power of Attorney, which should be valid in accordance with the laws of the jurisdiction in which it was created and is exercised, should be enclosed with this Proxy Form.

6. the instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority shall deposited at the Registered Office of the Company at Level 18, the Gardens north tower, Mid Valley City, Lingkaran syed Putra, 59200 Kuala Lumpur, Malaysia, not less than forty-eight (48) hours before the time for holding the meeting or any adjournment thereof.

Explanatory notes on special Business:

1. Explanatory note on Ordinary Resolution no. 6 -

the Ordinary Resolution no. 6 proposed under item 5 is in accordance with Article 58 of the Company’s Articles of Association. the Directors’ fees recommended for the financial year ended 31 December 2008 was RM168,000.

2. Explanatory note on Ordinary Resolution no. 7 -

the Directors’ fees recommended for the financial year ended 31 December 2008 was RM168,000. the Directors’ fees proposed for the financial year ending 31 December 2009 are calculated based on the assumption that there is no change to the Directors who will hold office until the end of the financial year ending 31 December 2009. this resolution is to facilitate payment of Directors’ fees on current financial year basis. In the event the Directors’ fees proposed are insufficient, approval will be sought at the next annual general meeting for additional fees to be paid.

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1) directors who are standing for re-election

the Directors who are offering themselves for re-election at the thirty-Eighth Annual General Meeting of the Company are as follows:

Article 80

i) Dato’ Muhammad nasir Bin Putehii) Hazli Bin Ibrahim

2) details of attendance of directors at Board meetings

the details of attendance of each Director at the Board meetings are laid out on page 13 of this Annual Report.

3) date, time and place of the thirty-eighth Annual General Meeting

the Annual General Meeting will be held at Cobalt 6, Level 1, the Ritz-Carton, Kuala Lumpur, 168, Jalan Imbi, 55100 Kuala Lumpur on Monday, 29 June 2009 at 2.30 p.m.

4) details of directors who are standing for re-election

i) Details of Directors standing for re-election are set out on page no 7 to 8 of this Annual Report.

ii) none of the Directors standing for re-election have been convicted of offences within the past 10 years other than traffic offences, if any.

s tatement Accompanyingn o t i c e o F A G M

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1 YAB Dato’ Sri Haji Adnan bin Haji Yaakob Non-independent Non-Executive Chairman

2 Dato’ Muhammad Nasir bin Puteh Managing Director

3 Dato’ Haji Mohd Ali Hanafiah bin Sh. Ruji Non-independent Non- Executive Director

4 Bahudin bin Mansor Independent Non-Executive Director

5 Hazli bin Ibrahim Independent Non-Executive Director

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B o a r d O fd i r e c t o r s

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BoArd oF directors

YAB dato’ sri Haji Adnan bin Haji Yaakobnon-Independent non- Executive Chairman

dato’ Muhammad nasir bin PutehManaging Director

Dato’ Haji Mohd Ali Hanafiah bin Sh. Rujinon-Independent non- Executive Director

Bahudin bin MansorIndependent non- Executive Director

Hazli bin ibrahimIndependent non- Executive Director

coMPAnY no

10289-K

coMPAnY secretAries

Yeap Kok Leong (MAICsA no. 0862549)Oh swee Chin (MAICsA no. 7055178)

Auditors

Ash’ariCheong (AF1534)Chartered AccountantB42, Abacus Business CentreLorong tun Ismail 8, sri Dagangan 225000 Kuantan, Pahang Darul Makmurtel : 09 - 5178 388Fax : 09 - 5158 098

BAnKers

• CIMB Bank Berhad Lot 83, Jalan sultan Abdullah 26600 Pekan, Pahang Darul Makmur tel : 09 - 4222 024 Fax : 09 - 4221 146

• CIMB Bank Berhad Jalan tun Ismail no A1, Lorong tun Ismail 9 sri Dagangan 2, 25000 Kuantan Pahang Darul Makmur tel : 09 - 5139 737 Fax : 09 - 5162 855

• HsBC Bank Malaysia Berhad no. 1, Jalan Mahkota 25000 Kuantan, Pahang Darul Makmur tel : 09 - 5159 498 Fax : 09 - 5165 463

reGistered oFFice

Level 18, the Gardens north towerMid Valley City, Lingkaran syed Putra59200 Kuala Lumpurtel : 03 - 2264 8888Fax : 03 - 2282 2733

reGistrArs

tenaga Koperat sdn Bhd (118401-V)Level 17, the Gardens north tower,Mid Valley City, Lingkaran syed Putra,59200 Kuala Lumpur.tel : 03 - 2264 3883Fax : 03 - 2282 1886

soLicitors

Abraham Ooi & Partnersno.106, 8th Floor, Wisma HarwantJalan tuanku Abdul Rahman50100 Kuala Lumpurtel : 03 - 2691 0654Fax : 03 - 2691 0644

stocK eXcHAnGe ListinG

Bursa Malaysia securities Berhad (“Bursa securities”)

stocK nAMe

MEntIGA

BursA securities stocK no

5223

c o r P o r A t eI n f o r m a t i o n

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YAB dAto’ sri HAJi AdnAn Bin HAJi YAAKoB

YAB Dato’ sri Haji Adnan bin Haji Yaakob, aged 59, holds a B.A (Hons) and Diploma in Education from University of Malaya. He was appointed to the Board on 4 December 2002 and currently as a non-Independent non-Executive Director and Chairman of the Company. He is also the Chairman of the nomination and Remuneration Committee of the Company.

A well-known politician, he has been the Chief Minister of Pahang since May 1999. He is a member of the Pahang state Legislative Assembly representing Pelangai constituency since 1986 until to date. He holds various chairmanship posts in state Agencies of Pahang namely: Perbadanan Kemajuan negeri Pahang (PKnP), Amanah saham Pahang Berhad (AsPA), Lembaga Kemajuan Perusahaan Pertanian Pahang (LKPP), Yayasan Pahang, Perbadanan Perpustakaan Awam Pahang (PPAP), Pasdec Holdings Berhad and Pengurusan Kumipa Berhad, a unit trust management company.

there is no family relationship between him and any directors or major shareholders of the Company nor any conflict of interest with the Company. He has never been convicted of any offence.

dAto’ HAJi MoHd ALi HAnAFiAH Bin sH. ruJi

Dato’ Haji Mohd Ali Hanafiah bin sh. Ruji, a Malaysian, aged 61, is the General Manager of Amanah saham Pahang Berhad. He graduated with Bachelor Degree in Economics from University Malaya. He was appointed on 6 June 1989 as a non-Independent non-Executive Director of the Company. He joined AsPA in 1978 and held several managerial positions in its group of companies prior to his current employment. He is member of the Audit and EsOs Committee of the Company.

He is also the director of a few subsidiaries of Amanah saham Pahang Berhad including Pengurusan Kumipa Berhad, a unit trust management company, Perpa Parquet sdn. Bhd and Goodwood Industries sdn. Bhd. He also serves as a member of the investment committee of Pengurusan Kumipa Berhad.

there is no family relationship between him and any directors or major shareholders of the Company nor any conflict of interest with the Company. He has not been convicted of any offence within the past 10 years other than traffic offences.

dAto’ MuHAMMAd nAsir Bin PuteH

Dato’ Muhammad nasir bin Puteh, a Malaysian, aged 50, holds a Bachelor’s Degree of science in Physics from University Malaya. He was appointed as Managing Director of the Company on 3 november 2003. He commenced his career in 1983 as a production supervisor with texas Instrument (M) Berhad upon graduation and later joined Affin Bank Berhad on 3 August 1984. During his tenure in the bank, he acquired vast experience at various units and department including the Audit Department and branches. His strong background in banking and financial sector is an added advantage to the Company and he is the key person in negotiating for the successful hefty loan haircut with various banks and Pengurusan Danaharta nasional Berhad (“Danaharta”) (a national asset management company of Malaysia).

there is no family relationship between him and any directors or major shareholders of the Company nor any conflicts of interest with the Company. He has not been convicted of any offence within the past 10 years other than traffic offences.

P r o f i l e O fd i r e c t o r s

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BAHudin Bin MAnsor

Bahudin bin Mansor, a Malaysian, aged 48, was appointed to the Board of the Company on 4 november 2003. He is the senior Independent non-Executive Director, Chairman of the Audit Committee, a member of nomination, Remuneration and EsOs Committee of the Company. He holds a Bachelor of science Degree majoring in Finance and Accounting from Drake University, Des Moines, Iowa, UsA and Advanced Diploma in Accountancy from Institute of technology MARA. He has more than 20 years experience in Audit, Finance and Administration.

there is no family relationship between him and any directors or major shareholders of the Company nor any conflict of interest with the Company. He has not been convicted of any offence within the past 10 years other than traffic offences.

HAZLi Bin iBrAHiM

Hazli bin Ibrahim, a Malaysian, aged 45, graduated with a Bachelor of Finance with Accounting from University of East London in 1986 and is a fellow of the Association of Chartered Certified Accountants. He obtained his Master of Business Administration (Finance) in 1993 from CAss Business school, University in London. He was appointed as an Independent non-Executive Director of the Company on 20 February 2004. He is a member of the Audit, nomination, Remuneration and EsOs Committee of the Company.

He started his career in London as Audit senior with several chartered accountants firms. Upon his return to Malaysia in August 1994, he joined Aseambankers Malaysia Berhad, an investment banking arm of Maybank Berhad as Manager of Corporate Finance. subsequently in november 1996, he moved to Amanah Merchant Bank Berhad as the Assistant General Manager. He left Amanah Group in september 1998 to join Pengurusan Danaharta nasional Berhad (“Danaharta”), a national asset management company of Malaysia, as the Head of Corporate Planning, Corporate services Division.

He left Danaharta in October 2002 to set up Haz-iq Capital sdn. Bhd, a consultancy firm, specializing in corporate finance works, where he is currently the Managing Director. His key areas of expertise include taking companies for listing on Bursa Malaysia securities Berhad/ Mesdaq Market, corporate and debt restructuring and fund rising exercise. He is currently an Independent non-Executive Director of DutaLand Berhad.

there is no family relationship between him and any directors or major shareholders of the Company nor any conflict of interest with the Company. He has not been convicted of any offence within the past 10 years other than traffic offences.