TSH RESOURCES BERHAD • ANNUAL REPORT 2010

LIST OF top 10 PROPERTIES owned by tsh group As at 31 December 2010

Date of Approximate Net book Acquisition/ age of value as at (Date building 31.12.2010 of last Location Description Area Existing use Tenure (years) RM revaluation)

Pelantaran, Pundu & Plantation 7,114 Ha Plantation 35 years lease Not 132,720,991 12.04.2007 Bajarau Kecamatan land land expiring on applicable Cempaga Hulu & 15.05.2041 Parenggean Kabupaten Kotawaringin Timur Propinsi Kalimantan Tengah (PT Sarana Prima Multi Niaga)

Desa Penawai, Kecamatan Plantation 5,148 Ha Plantation 35 years lease Not 102,073,303 26.12.2008 Bongan, Kabupaten land land expiring on applicable Kutai Barat, Provinsi 18.02.2045 & Kalimantan Timur & Desa Kampung Muara Plantation 6,945 Ha Plantation 35 years lease Siram, Penawai, Jambuk land land expiring on Resak Kampung, 24.02.2045 Muara Gusik dan Muara Kedang, Kecamatan Bongan, Kabupaten Kutai Barat, Provinsi Kalimantan Timur (PT Farinda Bersaudara)

Title No. CL 095327218 Plantation 4,942 acres Oil palm 98 years 11 60,415,068 (12.05.1999) District of land plantation leasehold Tenegang Koyah Locality & mill expiring on Off KM 46.5, 31.12.2096 Jalan , ,

Desa Langgam/Katiagan Plantation 7,000 Ha Plantation 35 years lease Not 45,818,773 01.05.2006 Kabupaten Pasaman Barat land land expiring on applicable Propinsi Sumatera Barat 31.12.2029 (PT Laras Internusa)

Title No. CL095310731, Plantation 2,489 acres Oil palm Leasehold Not 45,350,066 (16.03.1998) District of Kinabatangan land plantation land from applicable State of Sabah 01.01.1979 to 31.12.2077

Nagari Tebing Tinggi Plantation 17,800 Ha Plantation Pending Not 36,000,914 29.12.2005 Kecamatan Pulau Punjung land land applicable Nagari Sitiung, Kecamatan Sitiung, Nagari Sialang Gaung, Kecamatan Kota Baru Kabupaten Dharmasraya Propinsi Sumatera Barat (PT Andalas Wahana Berjaya)

140 ANNUAL REPORT 2010 • TSH RESOURCES BERHAD

LIST OF top 10 PROPERTIES owned by tsh group As at 31 December 2010

Date of Approximate Net book Acquisition/ age of value as at (Date building 31.12.2010 of last Location Description Area Existing use Tenure (years) RM revaluation)

Muara Siram, Plantation 10,282 Ha Plantation land 35 years Not 33,477,554 01.04.2006 Kecamatan Bongan land lease applicable Kabupaten Kutai Barat expiring on Propinsi Kalimantan Timur 13.07.2040 (PT Teguh Swakarsa Sejahtera)

Title Nos. CL105392989, Plantation 581.23 Oil palm 98 years 12 32,681,758 (28.02.1993) CL105392998, land acres plantation, lease from District of , mill & power 01.01.1969 Sabah plant to 31.12.2067

No. H.S. (D) 9868 P.T No. 8, Office 16,000 Office 99 years lease 4 31,576,898 14.04.2000 Mukim building sq. ft expiring on Daerah Kuala Lumpur 25.02.2076 Wilayah Persekutuan

Lot 1-12, Industrial 1,752,254 Factory & 60 years lease 15 25,489,054 18.01.1995 Jalan Industri 2/1 land sq. ft office from Kawasan Perindustrian 29.09.1995 Gopeng, KM 15 Jalan for land under Gopeng, Mukim Sg. Raya, Mukim Gopeng, PT No. 213065- Sg. Raya and 213076, Title No. 60 years PN 214516-214525, lease from PN 214528 & PN 214530, 27.03.1996 Mukim Sg, Raya & for land PT 2844-2850, under Mukim Title No. PN 214489 & Sg. Teja 214490, PN 214492- 214496, Mukim Sg. Teja, District of Kinta State of

141 TSH RESOURCES BERHAD • ANNUAL REPORT 2010

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142 ANNUAL REPORT 2010 • TSH RESOURCES BERHAD FORM OF PROXY TSH RESOURCES BERHAD No. of Shares held Company No. 49548-D (Incorporated in )

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-First 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, Darul Ehsan on 20 May 2011 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 31.12.2010. Resolution 2 To declare a first and final single tier dividend of 6.0 sen per ordinary share. Resolution 3 To approve payment of Directors’ fees of RM126,000 for the year ended 31.12.2010. 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) Datuk Suboh bin Md Yassin Resolution 5 b) YB Datuk Nur Jazlan bin Mohamed To re-appoint the following Directors, who are retiring pursuant to Section 129(6) of the Companies Act, 1965 and to hold office until the conclusion of the next Annual General Meeting: Resolution 6 a) Dato’ Leong Sonny @ Leong Khee Seong Resolution 7 b) Datuk Jaswant Singh Kler Resolution 8 To re-appoint Messrs Ernst & Young as Auditors of the Company and to authorise Directors to fix their remuneration. Resolution 9 Proposed authority to issue shares pursuant to Section 132D of the Companies Act, 1965. Resolution 10 Proposed Renewal of the Authority for Share Buy-Back. Resolution 11 Proposed Renewal of the Existing Shareholders’ Mandate for recurrent related party transactions of a revenue or trading nature.

Resolution 12 Proposed Amendment to the Company’s Articles of Association.

* 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 2011

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 9 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 revoked 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 20 May 2010. The renewal of the general mandate will provide flexibility to the Company for any possible fund raising activities without the need to convene separate general meeting to specifically 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. 5. For Resolution 10, 11 and 12, further information on the Proposed Renewal of the Authority for Share Buy-Back, Proposed Renewal of the Existing Shareholders’ Mandate for recurrent related party transactions of a revenue or trading nature and Proposed Amendment to the Company’s Articles of Association are set out in the Circular to Shareholders of the Company dated 28 April 2011 which is sent out together with the Company’s 2010 Annual Report. 143 FOLD HERE

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

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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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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