LIST of PROPERTIES Held by the Company and Its Subsidiaries As at 31 December 2008

LIST OF PROPERTIES held by the Company and its Subsidiaries as at 31 December 2008

Net book Date of Approximate value Acquisition/ age of as at (Date building 31.12.08 of last Location Description Area Existing use Tenure (years) (RM) revaluation)

* Lot 4312, Warehouse 5.875 acres Residence, Grant held in 21 258,308 (28.02.1993) Title No. HS(D) 1177/89 warehousing perpetuity Mukim of Bagan Datoh, & District of Hilir Perak office Batu 17 3/4, Jalan Bagan Datoh Sg. Sumun, Perak Darul Ridzuan

Lots 10669 & 10670, Vacant land 292.64 m2 Vacant Grant held in Not applicable 20,000 (28.02.1993) Title Nos. QT(R) LP560/70 & perpetuity QT(R) LP561/70, Mukim of Durian Sebatang, District of Hilir Perak Perak Darul Ridzuan

No. H.S. (D) 9868 P.T No. 8 Office 16,000 sq. ft Office 99 years lease 2 25,949,657 14.04.2000 Mukim Kuala Lumpur building expiring on Daerah Kuala Lumpur 25.2.2076 Wilayah Persekutuan

Title Nos. CL105466715 ^, Industrial 6,600.50 m2 Office & 98 years lease 16 10,627,674 (28.02.1993) CL105466724, land warehouse from CL105466733 ^, 01.01.1991 154 CL105466742^ & to 31.12.2089 CL105466751^ KM 7, Jalan Apas, (49548-D)

District of Tawau, Sabah

(Incorporated in Malaysia)

Annual Report 2008 Title Nos. CL105466635, Industrial 6,916.40 m2 Warehouse 999 years 29 2,573,243 (28.02.1993) CL105466644, land rented out lease CL105466653, from TSH Resources Berhad TSH Resources CL105466662, KM 7, 24.02.1926 Jalan Apas to 23.02.2925 District of Tawau, Sabah

Lot No. PT LO 1656, Industrial 2 acres Factory & 99 years lease 19 2,802,133 14.01.1989 Title No. HS(M) land office from (28.02.1993) 3953, Mukim of Kapar, 30.08.1983 Jalan Sultan Hishamuddin 1 to 29.08.2082 Selat Klang Utara, District of Klang Selangor Darul Ehsan

Title Nos. Sabah Kunak DistrictofTawau, CL105392998, Title Nos.CL105392989, Sabah Kalumpang, Tawau Title No.CL105365955, State ofSabah Kinabatangan, District of Title No.CL095310731, Kinta, StateofPerak Mukim Sg.Teja, Districtof PN 214492-214496, No. PN214489&214490, Raya &PT2844-2850,Title & PN214530,MukimSg, 214516-214525, PN214528 213076, Title No.PN Gopeng, PTNo.213065- Gopeng, MukimSg.Raya, Gopeng, KM15Jalan Kawasan Perindustrian Lot 1-12,JalanIndustri2/1 Selangor DarulEhsan Port Klang, Bandar SultanSulaiman Jalan SultanMohamad5, Lot 17, Location

(iii) (ii) (i) District ofTawau, Sabah KM 27,ApasRoad CL 105336267 CL 105351040 CL 105348945 CL 105348954& s Tnr (years) Tenure Existinguse Area Description Plantation Plantation Plantation Plantation Industrial Industrial land land land land land land

held bytheCompanyanditsSubsidiariesasat31December2008 2,387 acres 2,489 acres 53.74 acres 12,141 m2 1,752,254 581.23 acres sq. ft

mill &power plantation, plantation plantation plantation Factory & Oil palm Oil palm Oil palm Oil palm Factory office plant

29.09.1995 for (iii) expiringon 31.12.2073 for landunder (ii) expiringon (i) expiringon 31.12.2075 31.12.2074 60 yearsfrom to 31.12.2067 to 31.12.2075 to 31.12.2077 01.07.2006 01.01.1969 01.01.1977 01.01.1979 27.03.1996 Mukim Sg. lease from lease from lease from land under Leasehold Leasehold leasehold land from land from Raya and 60 years 99 years 98 years 98 years Sg. Teja Mukim ulig 11.8 oflast 31.12.08 building t (Date asat ageof Approximate

Not applicable Not applicable Not applicable LIST OFPROPERTIES 13 14 10

27,120,686 19,310,075 44,549,147 Dateof Netbook 33,406,823 3,932,149 9,514,779 au Acquisition/ value revaluation) (RM)

(cont’d) (18.05.1999) (28.02.1993) (16.03.1998) 18.01.1995 14.04.1993 02.03.1998 155 TSH Resources Berhad (49548-D) (Incorporated in Malaysia) Annual Report 2008 LIST OF PROPERTIES held by the Company and its Subsidiaries as at 31 December 2008 (cont’d)

Net book Date of Approximate value Acquisition/ age of as at (Date building 31.12.08 of last Location Description Area Existing use Tenure (years) (RM) revaluation)

Title No. CL 095327218 Plantation 4,942 acres Oil palm 98 years 9 59,109,710 (12.05.1999) District of Kinabatangan land plantation leasehold Tenegang Koyah Locality & mill expiring on Off KM 46.5, 31.12.2096 Jalan Lahad Datu Sandakan, Sabah

Title No. CL 245337160, Plantation 93.44 acres Oil palm mill 98 years Not applicable 10,772,956 10.09.2001 CL 245339191, land leasehold CL 245337204, expiring on CL 245337151, 31.12.2072 CL 245337197, CL 245337188, Tingkayu, District of Lahad Datu, Sabah

Title CL 245338587 Plantation 208 acres Oil palm Leasehold Not applicable 2,673,077 17.07.2002 KM 103, land plantation land from Kunak-Lahad Datu Highway, 01.01.1979 Kunak district, Sabah to 31.12.2077

Title CL 125319244 Plantation 1,081 acres Oil palm 98 years Not applicable 15,421,078 29.08.2003 Kalumpang-Pinang Locality, land plantation leasehold KM 72 Tawau- from 156 Semporna Highway, 01.01.1981 District of Semporna, Sabah to 31.12.2079

(49548-D)

Title CL105311617 & Vacant 6.3 acres Vacant 999 years Not applicable 5,202,661 30.06.2005 105311626 lease Mile 3 1/2, expiring on (Incorporated in Malaysia)

Annual Report 2008 Jalan Apas, 91000 01.06.2930 & Tawau, Sabah 23.04.2930 TSH Resources Berhad TSH Resources Lot PT 17, Title No. HS(M) 1, 2 storey 148.64 m2 Ground Flr. Grant held in 22 57,506 (28.02.1993) Batak Rabit Village, District shophouse vacant; 1st Flr perpetuity of Hilir Perak, Jalan rented out Maharaja Lela, Teluk Intan, Perak Darul Ridzuan

of Bentung,StatePahang Mukim andDistrict No. 4751,P.T No.6449,in Master titleH.S.(D) Phase 4,Pahang Resort, GentingHighlands, Apartment, GentingView Floor, BlockA1, Kempas Unit No.1404,14th Wilayah Persekutuan) 907, MukimofKualaLumpur, of Selangor;EMR4970,Lot District ofPetaling,State Lot 1603,MukimofSg.Buloh, known asMastertitle:GM34 Negeri Selangor(formerly Buloh, DaerahPetaling, Petaling Jaya,MukimSg. Lot 48017,Sek.39,Bandar 1, Mastertitle:GM571, Dagangan PhileoDamansara Unit 701,BlockE,Pusat Wilayah Persekutuan) 907, MukimofKualaLumpur, of Selangor;EMR4970Lot District ofPetaling,State Lot 1603,MukimofSg.Buloh, known asMastertitle:GM34 Negeri Selangor(formerly Buloh, DaerahPetaling Petaling Jaya,MukimSg. Lot 48017,Sek.39,Bandar 1, Mastertitle:GM571, Dagangan PhileoDamansara Unit 702,BlockE,Pusat Location

revaluation) (RM) (years) Tenure Existinguse Area Description Apartment Office unit Office unit

held bytheCompanyanditsSubsidiariesasat31December2008 1,065 sq.ft 2,219 sq.ft 2,167 sq.ft

apartment Vacation Office Office

Freehold Freehold Freehold ulig 11.8 oflast 31.12.08 building t (Date asat ageof Approximate

LIST OFPROPERTIES 10 14 10

Dateof Netbook 563,401 208,448 493,833 au Acquisition/ value (cont’d) awaiting tobe assigned to 25.08.1999 08.08.2002 Company the 157 TSH Resources Berhad (49548-D) (Incorporated in Malaysia) Annual Report 2008 LIST OF PROPERTIES held by the Company and its Subsidiaries as at 31 December 2008 (cont’d)

Net book Date of Approximate value Acquisition/ age of as at (Date building 31.12.08 of last Location Description Area Existing use Tenure (years) (RM) revaluation)

Nagari Kinali Industrial 281,437 m2 Palm oil mill 30 years lease 4 5,584,777 24.01.2004 Kecamatan Kinali Land & office expiring on Kabupaten Pasaman Barat 24.09.2034 Propinsi Sumatera Barat (PT Andalas Agro Industri)

Nagari Tebing Tinggi Plantation 17,800 Ha Plantation Pending Not applicable 13,449,682 29.12.2005 Kecamatan Pulau Punjung land land Nagari Sitiung, Kecamatan Sitiung, Nagari Sialang Gaung, Kecamatan Kota Baru, Kabupaten Dharmasraya, Propinsi Sumatera Barat (PT Andalas Wahana Berjaya)

Muara Siram, Kecamatan Plantation 102,820,000 Plantation 35 years Not applicable 9,781,892 01.04.2006 Bongan, Kabupaten Kutai land m2 land lease Barat, Propinsi Kalimantan expiring on Timur 13.07.2040 (PT Teguh Swakarsa Sejahtera)

158 Desa Langgam/Katiagan Plantation 7,000 Ha Plantation 35 years Not applicable 17,205,842 01.05.2006 Kabupaten Pasaman Barat land land lease Propinsi Sumatera Barat expiring on (49548-D)

(PT Laras Internusa) 31.12.2029

Pelantaran, Pundu & Bajarau Plantation 7,114 Ha Plantation 35 years Not applicable 68,348,110 12.04.2007 (Incorporated in Malaysia)

Annual Report 2008 Kecamatan Cempaga Hulu land land lease & Parenggean, Kabupaten expiring on Kotawaringin Timur 15.05.2041 TSH Resources Berhad TSH Resources Propinsi Kalimantan Tengah (PT Sarana Prima Multi Niaga)

* Pending execution of transfer by Deputy Registrar ^ Pending completion of transfer/sub-lease TSH RESOURCES BERHAD Company No. 49548-D (Incorporated in Malaysia) PROXY FORM I/We ...... (FULL NAME IN CAPITAL LETTERS) of ...... (ADDRESS) being a member/members of TSH RESOURCES BERHAD hereby appoint

...... (FULL NAME) of ...... (ADDRESS) or failing him/her...... (FULL NAME) of...... (ADDRESS) as my/our proxy to vote for me/us on my/our behalf at the Twenty-Ninth Annual General Meeting of the Company to be held at Ballroom 2, LG Level, Eastin Hotel, 13, Section 16/11, Jalan Damansara, 46350 Petaling Jaya, Selangor Darul Ehsan on 21 May 2009 at 9.30 am and any adjournment thereof and to vote as indicated below :- *FOR *AGAINST Resolution 1 To receive and adopt Directors’ Report and Audited Financial Statements for the year ended 31.12.2008. Resolution 2 To declare a first and final single tier dividend of 5.0 sen per ordinary share. Resolution 3 To approve payment of Directors’ fees of RM144,000.00 for the year ended 31.12.2008. Resolution 4 To re-elect Datuk (Dr.) Kelvin Tan Aik Pen retiring in accordance with Article 95 of the Company’s Articles of Association. Resolution 5 To re-elect Tan Aik Sim retiring in accordance with Article 95 of the Company’s Articles of Association. Resolution 6 To re-elect Datuk Suboh bin Md Yassin retiring in accordance with Articles 86 of the Company’s Articles of Association. To re-appoint the following Directors pursuant to Section 129(6) of the Companies Act, 1965:- Resolution 7 a) Tan Soon Hong Resolution 8 b) Dato’ Leong Sonny @ Leong Khee Seong Resolution 9 To re-appoint Messrs Ernst & Young as Auditors of the Company and to authorise Directors to fix their remuneration. Resolution 10 Proposed authority to issue shares pursuant to Section 132D of the Companies Act, 1965. Resolution 11 Proposed authority to allot and issue shares pursuant to the Employees’ Share Option Scheme (“ESOS”). Resolution 12 Proposed Renewal of the Authority for Share Buy-Back. Resolution 13 Proposed Renewal of the Existing Shareholders’ Mandate for recurrent related party transactions.

* Please indicate with an “X” in the space provided for each resolution. Unless voting instructions are indicated in the space above, the proxy will vote as he/she thinks fit.

Signed this day of 2009

No. of Shares held ...... Signature/Common Seal of Appointor

Notes: 1. A member of the Company entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote in his stead. A proxy may but need not be a member of the Company. 2. The instrument appointing a proxy shall be in writing under the hand of the depositor or his attorney duly authorised in writing or if such appointor is a corporation, under its common seal and shall be deposited at the Registered Office of the Company at Level 10, Menara TSH, No. 8 Jalan Semantan, Damansara Heights, 50490 Kuala Lumpur, not less than 48 hours before the time appointed for holding this meeting or adjourned meeting. 3. Where a member appoints two (2) or more proxies to attend the same meeting, the member shall specify the proportion of his shareholdings to be represented by each proxy. If the Proxy Form is returned without any indication as to how the proxy shall vote, the proxy will vote or abstain as he thinks fit and if no names are inserted in the space for the name of proxy, the Chairman of the meeting will act as proxy. Explanatory Notes on Special Business 4. Resolution 10, if passed, will give the Directors of the Company, from the date of the above General Meeting, authority to issue and allot ordinary shares from the unissued share capital of the Company up to an aggregate amount not exceeding 10% of the issued share capital of the Company for the time being. This authority unless revoked or varied at a General Meeting, will expire at the next Annual General Meeting. 5. Resolution 11, is to empower the Directors of the Company to issue shares pursuant to the Employees’ Share Option Scheme. 6. For Resolution 12 and 13, further information on the Proposed Renewal of the Authority for Share Buy-Back and Proposed Renewal of the Existing Shareholders’ Mandate for recurrent related party transactions are set out in the Circular to Shareholders of the Company dated 29 April 2009 which is sent out together with the Company’s 2008 Annual Report. FOLD HERE

FOLD HERE

Affix Stamp

The Company Secretary

TSH RESOURCES BERHAD (49548 - D) Level 10, Menara TSH No. 8 Jalan Semantan Damansara Heights 50490 Kuala Lumpur MALAYSIA Menara TSH No. 8, Jalan Semantan, Damansara Heights 50490 Kuala Lumpur, Malaysia Tel : +(6)03 2084 0888 I Fax : +(6)03 2084 0808 I www.tsh.com.my PROXY FORM TSH RESOURCES BERHAD Company No. 49548-D (Incorporated in Malaysia)

I/We (FULL NAME IN CAPITAL LETTERS) of (ADDRESS) being a member/ members of TSH RESOURCES BERHAD hereby appoint

(FULL NAME) of (ADDRESS) or failing him/her (FULL NAME) of (ADDRESS) as my/our proxy to vote for me/us on my/our behalf at the Thirty-Third Annual General Meeting of the Company to be held at Ballroom 2, LG Level, Eastin Hotel, 13, Section 16/11, Jalan Damansara, 46350 Petaling Jaya, Selangor Darul Ehsan on 21 May 2013 at 9.30 am and any adjournment thereof and to vote as indicated below:-

*FOR *AGAINST Resolution 1 To receive and adopt Directors’ Report and Audited Financial Statements for the year ended 31.12.2012. Resolution 2 To declare a fi rst and fi nal single tier dividend of 2.5 sen per ordinary share. Resolution 3 To approve payment of Directors’ fees of RM144,000 for the year ended 31.12.2012. To re-elect the following Directors, who are retiring by rotation in accordance with Article 95 of the Company’s Articles of Association: Resolution 4 a) Tan Aik Kiong Resolution 5 b) Lim Fook Hin Resolution 6 To re-elect Chew Siew Yeng, who is retiring in accordance with Article 86 of the Company’s Articles of Association. To re-appoint the following Directors, who are retiring pursuant to Section 129(6) of the Companies Act, 1965 and to hold offi ce until the conclusion of the next Annual General Meeting: Resolution 7 a) Dato’ Leong Sonny @ Leong Khee Seong Resolution 8 b) Datuk Jaswant Singh Kler Resolution 9 To re-appoint Messrs Ernst & Young as Auditors of the Company and to authorise Directors to fi x their remuneration. Resolution 10 Proposed authority to issue shares pursuant to Section 132D of the Companies Act, 1965. Resolution 11 Proposed Renewal of the Authority for Share Buy-Back. Resolution 12 Proposed Renewal of the Existing Shareholders’ Mandate for recurrent related party transactions of a revenue or trading nature. Resolution 13 Retention of Datuk Jaswant Singh Kler as Independent Director. Resolution 14 Proposed Increase in the Authorised Share Capital of the Company from RM500,000,000.00 divided into 1,000,000,000 ordinary shares of RM0.50 each to RM1,000,000,000.00 divided into 2,000,000,000 ordinary shares of RM0.50 each. Resolution 15 Proposed Amendments to the Memorandum and Articles of Association of the Company.

* Please indicate with an “X” in the space provided for each resolution. Unless voting instructions are indicated in the space above, the proxy will vote as he/she thinks ﬁ t.

Signed this day of 2013 No. of shares held

Signature/Common Seal of Appointor Notes:

1. Only depositors whose names appear in the Record of Depositors as at 16 May 2013 be regarded as members and entitled to attend, speak and vote at the meeting.

2. A member of the Company entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote in his stead. A proxy may but need not be a member of the Company.

3. The instrument appointing a proxy shall be in writing under the hand of the depositor or his attorney duly authorised in writing or if such appointor is a corporation, under its common seal and shall be deposited at the Registered Ofﬁ ce of the Company at Level 10, Menara TSH, No. 8 Jalan Semantan, Damansara Heights, 50490 Kuala Lumpur, not less than 48 hours before the time appointed for holding this meeting or adjourned meeting.

4. Where a member appoints two (2) or more proxies to attend the same meeting, the member shall specify the proportion of his shareholdings to be represented by each proxy. If the Proxy Form is returned without any indication as to how the proxy shall vote, the proxy will vote or abstain as he thinks ﬁ t and if no names are inserted in the space for the name of proxy, the Chairman of the meeting will act as proxy.

Explanatory Notes on Special Business

5. Resolution 10 is a renewal of the general mandate empowering the Directors of the Company, pursuant to Section 132D of the Companies Act, 1965, to issue and allot new shares in the Company from time to time provided that the aggregate number of shares issued pursuant to the general mandate does not exceed 10% of the issued share capital of the Company for the time being. This authority, unless revoke or varied by the Company at a general meeting, will expire at the next AGM.

As at the date of this notice, the Company did not issue any new shares pursuant to the general mandate granted to the Directors at the last AGM held on 23 May 2012.

The renewal of the general mandate will provide ﬂ exibility to the Company for any possible fund raising activities without the need to convene separate general meeting to speciﬁ cally approve such issuance of shares and thereby reducing administrative time and costs associated with the convening of such meeting. However, at this juncture, there is no decision to issue new shares. If there should be a decision to issue new share after the general mandate is obtained, the Company will make an announcement in respect of the purpose and utilization of proceeds arising from such issue. 6. For Resolution 11 and 12, further information on the Proposed Renewal of the Authority for Share Buy-Back and Proposed Renewal of the Existing Shareholders’ Mandate for recurrent related party transactions of a revenue or trading nature are set out in the Circular to Shareholders of the Company dated 29 April 2013 which is sent out together with the Company’s 2012 Annual Report.

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Afﬁ x Stamp Here

The Company Secretary TSH RESOURCES BERHAD (49548-D) Level 10, Menara TSH No. 8 Jalan Semantan Damansara Heights 50490 Kuala Lumpur, Malaysia

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7. For Resolution 13, the Nomination Committee has assessed the independence of Datuk Jaswant Singh Kler, who has served as an Independent Non-Executive Director of the Company for a cumulative term of more than nine (9) years, and recommended him to continue to act as Independent Non-Executive Director of the Company based on the following justifi cations:- (i) He fulfi lled the criteria under the defi nition of an Independent Director as stated in the Bursa Securities Main Market Listing Requirements, and demonstrates complete independence in character and judgement both in his designated role and as Board member and thus, he would continue to bring independent view of the Company’s affairs to the Board. (ii) His in-depth knowledge of the Group’s businesses and his extensive experience and expertise continue to provide invaluable contribution to the Board. 8. Resolution 14 and 15, if passed, will increase the Company’s authorised share capital from the existing RM500,000,000.00 divided into 1,000,000,000 ordinary shares of RM0.50 each to RM1,000,000,000.00 divided into 2,000,000,000 ordinary shares of RM0.50 each and as a consequence, the capital clause in the Memorandum and Articles of Association be amended accordingly.

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