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2003 Kualaat 11.30 Lumpur Am for on the 3 Decemberfollowing Purposes: 2003 at 11.30 Am for the Following Purposes

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2003 Kualaat 11.30 Lumpur Am for on the 3 Decemberfollowing Purposes: 2003 at 11.30 Am for the Following Purposes LION DIVERSIFIED HOLDINGS BERHAD (Incorporated in Malaysia) CONTENTS Page Notice of Meeting 1 Corporate Information 4 Directors’ Profile 5 Corporate Governance Statement 7 Statement on Internal Control 10 Audit Committee Report 11 Nomination Committee 14 Remuneration Committee 14 5 Years’ Group Financial Highlights 15 The Group’s Businesses 16 Chairman’s Statement: Bahasa Malaysia 17 English 19 Chinese 21 Financial Statements: Directors’ Report 22 Income Statements 29 Balance Sheets 30 Consolidated Statement of Changes in Equity 31 Company Statement of Changes in Equity 33 Consolidated Cash Flow Statement 34 Company Cash Flow Statement 38 Notes to the Financial Statements 40 Statement by Directors 79 Statutory Declaration 79 Report of the Auditors 80 List of Group Properties 81 Analysis of Shareholdings 83 Material Contracts 86 Other Information 88 Notice of Nomination Enclosed Form of Proxy Enclosed The inner pages are printed on paper produced by Sabah Forest Industries Sdn Bhd, a member of The Lion Group. LION DIVERSIFIED HOLDINGS BERHAD (Incorporated in Malaysia) NOTICE OF MEETING NOTICE ISIS HEREBYHEREBY GIVEN GIVENthat that the the Thirty-Third Thirty-Third Annual Annual General General Meeting Meeting of Lionof Lion Diversified Diversified Holdings Berhad Holdingswill be held Berhad at the will Meeting be held Hall, at the Level Meeting 48, MenaraHall, Level Citibank, 48, Menara 165 Jalan Citibank, Ampang, 165 50450 Jalan Kuala Lumpur on 3 Ampang,December 50450 2003 Kualaat 11.30 Lumpur am for on the 3 Decemberfollowing purposes: 2003 at 11.30 am for the following purposes: AGENDA 1. To receive and adopt the Directors' Report and Audited Financial Statements for the Resolution 1 financial year ended 30 June 2003. 2. To approve the payment of a first and final dividend of 0.05 sen per ordinary share less Resolution 2 28% Malaysian Income Tax. 3. To approve the payment of Directors' fees amounting to RM113,000 (2002 : RM91,000). Resolution 3 4. To re-elect Directors: In accordance with Article 98 of the Company's Articles of Association, the following Directors retire by rotation and, being eligible, offer themselves for re-election: Y. Bhg. Tan Sri William H. J. Cheng Resolution 4 Y. Bhg. Dato' Ismail bin Said Resolution 5 5. To consider and if thought fit, pass the following resolution pursuant to Section 129(6) of the Companies Act, 1965 as an ordinary resolution: "THAT Y. Bhg. Dato Murad Mohamed Hashim who retires pursuant to Section 129(2) of Resolution 6 the Companies Act, 1965 be and is hereby re-appointed a Director of the Company to hold office until the next annual general meeting." 6. To appoint Auditors and to authorise the Directors to fix their remuneration. Notice of Nomination pursuant to Section 172(11) of the Companies Act, 1965, has been received by the Company for the nomination of Messrs Ernst & Young, who have given their consent to act, for appointment as Auditors, and of the intention to propose the following ordinary resolution: "THAT Messrs Ernst & Young be and are hereby appointed as Auditors of the Company Resolution 7 in place of the retiring Auditors, Messrs PricewaterhouseCoopers to hold office until the conclusion of the next annual general meeting at a remuneration to be determined by the Directors." 7. Special Business To consider and if thought fit, pass the following resolutions as ordinary resolutions: 7.1 Authority to Directors to issue shares "THAT pursuant to Section 132D of the Companies Act, 1965 and subject to the approval Resolution 8 of all relevant authorities being obtained, the Directors be and are hereby empowered to issue shares in the Company at any time and upon such terms and conditions and for such purposes as the Directors may, in their absolute discretion deem fit, provided that the aggregate number of shares issued pursuant to this resolution does not exceed 10% of the issued capital of the Company for the time being and that such authority shall continue in force until the conclusion of the next annual general meeting of the Company." 1 LION DIVERSIFIED HOLDINGS BERHAD (Incorporated in Malaysia) 7.2 Proposed Shareholders' Mandate for Recurrent Related Party Transactions "THAT approval be given for the Company and its subsidiary companies to enter into the Resolution 9 recurrent related party transactions of a revenue or trading nature which are necessary for its day-to-day operations as detailed in paragraph 3.3 ("Recurrent Transactions") and with those related parties as detailed in paragraph 3.2 of the Circular to Shareholders of the Company dated 11 November 2003 subject to the following: i) the transactions are in the ordinary course of business and are on terms not more favourable to the related parties than those generally available to the public and are not to the detriment of the minority shareholders of the Company; and ii) disclosure is made in the annual report of the breakdown of the aggregate value of transactions conducted pursuant to the shareholders' mandate during the financial year, amongst others, based on the following information: a) the type of Recurrent Transactions made; and b) the names of the related parties involved in each type of Recurrent Transactions made and their relationship with the Company; AND THAT authority conferred by this Ordinary Resolution shall continue to be in force until: i) the conclusion of the next annual general meeting of the Company at which time it will lapse, unless by a resolution passed at the meeting, the authority is renewed; ii) the expiration of the period within which the next annual general meeting after that date is required to be held pursuant to Section 143(1) of the Companies Act, 1965 (but shall not extend to such extension as may be allowed pursuant to Section 143(2) of the Companies Act, 1965); or iii) revoked or varied by resolution passed by the shareholders in general meeting; whichever is the earlier, AND THAT the Directors be and are hereby authorised to complete and do all such acts and things (including executing such documents as may be required) to give effect to the transactions contemplated and/or authorised by this Ordinary Resolution." 8. To transact any other business for which due notice shall have been given. DIVIDEND ENTITLEMENT NOTICE IS ALSO HEREBY GIVEN that a depositor shall qualify for entitlement to the dividend only in respect of: a) shares deposited into the depositor's securities account before 12.30 pm on 2 December 2003 in respect of shares exempted from mandatory deposit; b) shares transferred into the depositor's securities account before 4.00 pm on 4 December 2003 in respect of transfers; and c) shares bought on the Kuala Lumpur Stock Exchange on a cum entitlement basis according to the Rules of the Kuala Lumpur Stock Exchange. The dividend, if approved, will be paid on 31 December 2003 to shareholders on the Register of Members and the Record of Depositors of the Company at the close of business on 4 December 2003. By Order of the Board WONG YOKE LIN YASMIN WEILI TAN BINTI ABDULLAH Kuala Lumpur 11 November 2003 2 LION DIVERSIFIED HOLDINGS BERHAD (Incorporated in Malaysia) Notes: 1. Proxy • A member entitled to attend and vote at the Annual General Meeting is entitled to appoint a proxy to attend and vote instead of him. A proxy need not be a member of the Company. The instrument appointing a proxy must be in writing under the hand of the appointor or his attorney duly authorised in writing or, if the appointor is a corporation, either under seal or the hand of an officer or attorney duly authorised. • An instrument appointing a proxy executed in Malaysia need not be witnessed. The signature to an instrument appointing a proxy executed outside Malaysia shall be attested by a solicitor, notary public, consul or magistrate. • The instrument of proxy shall be deposited at the Registered Office of the Company, Level 46, Menara Citibank, 165 Jalan Ampang, 50450 Kuala Lumpur not less than forty-eight (48) hours before the time for holding the Meeting. • Form of Proxy sent through facsimile transmission shall not be accepted. 2. Resolution 3 In view of the increasing duties and responsibilities of the Audit Committee as reflected in the Malaysian Code on Corporate Governance and the Listing Requirements of the Kuala Lumpur Stock Exchange, it is proposed that the Directors' fees be increased for those Directors who are members of the Audit Committee of the Company. 3. Resolution 7 This will allow the Company to appoint Messrs Ernst & Young as Auditors of the Company in place of the retiring Auditors, Messrs PricewaterhouseCoopers. Notice of Nomination is enclosed in this Annual Report. 4. Resolution 8 This authorisation will empower the Directors of the Company to issue shares in the Company up to an amount not exceeding in total 10% of the issued share capital of the Company. This authority, unless revoked or varied at a general meeting, will expire at the conclusion of the next annual general meeting of the Company. 5. Resolution 9 This approval will allow the Company and its subsidiary companies to enter into recurrent related party transactions of a revenue or trading nature with those related parties as set out in paragraph 3.2 of the Circular to Shareholders dated 11 November 2003, which are necessary for the Group's day-to-day operations and are in the ordinary course of business and on normal commercial terms which are not more favourable to the related parties than those generally available to the public and are not to the detriment of the minority shareholders of the Company. Details on the proposal are set out in the Circular to Shareholders dated 11 November 2003 enclosed together with this Annual Report.
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