ranhill berhad (430537-K) 1 Contents Notice of Annual General Meeting 2 Corporate Responsibility 50 Statement Accompanying the Economic 52 Notice of Annual General Meeting 3 Social 53 Group Financial Highlights 4 Environmental 54 Corporate Profile 6 Calendar of Events 56 Corporate Data 7 Reports & Financial Statements 61 Corporate Information 8 Directors’ Report 62 Corporate Structure 9 Financial Statements 67 Board of Directors 10 Statement by Directors 145 Directors’ Profiles 12 Statutory Declaration 145 Performance Review 17 Report of the Auditors 146 Chairman’s Statement 18 Analysis of Shareholdings 147 President & Chief Executive’s Review 22 Share Performance 149 Corporate Governance 35 Properties Held by the Group 150 Statement on Corporate Governance 36 Form of Proxy Audit Committee Report 44 Terms of Reference of the Audit Committee 46 Statement on Internal Control 48 2 ranhill berhad (430537-K) Notice of Annual General Meeting NOTICE IS HEREBY GIVEN THAT the Ninth Annual General As Special Business: Meeting of the Company will be held at the Ballroom 1, Level 2, 8. To consider and if thought fit, pass the following ordinary Nikko Hotel, 165 Jalan Ampang, 50450 Kuala Lumpur on Friday, resolution:- 28 October 2005 at 5.00 p.m. for the transaction of the following Authority to Allot Shares pursuant to Section 132D of the businesses: Companies Act, 1965 AGENDA “THAT pursuant to Section 132D of the Companies Act, 1965 and subject always to the approval of the relevant authorities, As Ordinary Business the Directors be and are hereby empowered to issue shares in 1. To receive the financial statements for the financial year ended the Company from time to time and upon such terms and 30 June 2005 and the Reports of the Directors and Auditors conditions and for such purposes the Directors may deem fit thereon. Resolution 1 provided that the aggregate number of shares issued pursuant 2. To approve the payment of a first and final gross dividend of to this resolution does not exceed 10% of the issued share 1.5 sen per share, less income tax at 28%, for the financial capital of the Company for the time being and that the year ended 30 June 2005. Resolution 2 Directors be and are also empowered to obtain the approval for the listing of and quotation for the additional shares so 3. To approve the payment of the Non-Executive Directors’ fees of issued on the Bursa Malaysia Securities Berhad and that such RM288,000.00 for the financial year ended 30 June 2005. authority shall continue in force until the conclusion of the next Resolution 3 Annual General Meeting of the Company.” Resolution 9 4. To consider and if thought fit, pass the following resolution 9. To transact any other business of which due notice shall have pursuant to Section 129 of the Companies Act, 1965:- been given in accordance with the Companies Act, 1965. Re-Appointment of Director “THAT Tan Sri Sallehuddin Mohamed, a director who retires in compliance with Section 129 of the Companies Act, 1965 be NOTICE OF DIVIDEND ENTITLEMENT AND PAYMENT and is hereby re-appointed a Director of the Company to hold NOTICE IS ALSO HEREBY GIVEN THAT a first and final gross office until the next Annual General Meeting.” Resolution 4 dividend of 1.5 sen per share, less income tax at 28% in respect of the financial year ended 30 June 2005 if approved by the 5. To re-elect the following Director who is retiring pursuant to shareholders at the Ninth Annual General Meeting, will be paid on Article 83 of the Company’s Articles of Association:- Tuesday, 13 December 2005 to Depositors registered in the Record Resolution 5 Sharif Lough Abdullah of Depositors at the close of business on Tuesday, 15 November 2005. 6. To re-elect the following Directors who are retiring by rotation pursuant to Article 100 of the Company’s Articles of Association:- A Depositor shall qualify for entitlement only in respect of: 6.1 Tan Sri Hamdan Mohamad Resolution 6 (a) Shares transferred to the Depositor’s Securities Account before 4.00 p.m. on Tuesday, 15 November 2005 in respect of ordinary 6.2 Kamarulzaman Omar Resolution 7 transfers; and 7. To re-appoint Messrs PricewaterhouseCoopers as Auditors and (b) Shares bought on the Bursa Malaysia Securities Berhad on a to authorise the Board of Directors to fix their remuneration. cum entitlement basis according to the Rules of the Bursa Resolution 8 Malaysia Securities Berhad. By Order of the Board DATO’ AMDAN MAT DIN (LS NO. 0004779) LAU BEY LING (MAICSA 7001523) Company Secretaries Kuala Lumpur 6 October 2005 ranhill berhad (430537-K) 3 NOTICE OF ANNUAL GENERAL MEETING Notes: 6. The instrument of proxy, together with the power of attorney (if any) 1. A member of the Company entitled to attend and vote at the above under which it is signed or a certified copy thereof, shall be deposited Meeting is entitled to appoint a proxy or proxies to attend and vote on with the Company’s Registrar, Symphony Share Registrars Sdn Bhd his behalf. (formerly known as Malaysian Share Registration Services Sdn Bhd), Level 26, Menara Multi Purpose, Capital Square, No. 8, 2. A proxy or attorney or corporate representative need not be a member Jalan Munshi Abdullah, 50100 Kuala Lumpur, not less than forty of the Company and the provisions of Section 149(1) of the Companies eight (48) hours before the time appointed for holding the Meeting or at Act, 1965 shall not apply to the Company. any adjournment thereof. 3. A member of the Company shall not be entitled to appoint more than 7. Pursuant to Paragraph 8.28(2) of the Bursa Malaysia Securities Berhad two (2) proxies to attend and vote at the same meeting provided that Listing Requirements, the details of Directors standing for re-election where a member of the Company is an authorised nominee as defined as in Agenda 4 to 6 of the Notice of the Annual General Meeting are in accordance with the provisions of the Securities Industry (Central set out in the Directors’ Profile appearing on pages 12 to 15 in the Depositories) Act, 1991, it may appoint at least one (1) proxy in respect Annual Report. of each securities account it holds with ordinary shares of the Company standing to the credit of the said securities account. Explanatory Notes on the Special Business: 8. Ordinary Resolution No. 9 - Authority to Allot Shares pursuant to 4. Where a member appoints two (2) proxies, the appointments shall be Section 132D of the Companies Act, 1965 invalid unless the proportion of the holding to be represented by each The ordinary resolution no. 9 proposed, if passed, will give the Directors proxy is specified. of the Company, from the date of the General Meeting, authority to 5. The instrument appointing a proxy shall be in writing under the hand of allot and issue ordinary shares from the unissued share capital of the the appointor or his attorney duly authorised in writing, or if the appointor Company up to an aggregate amount not exceeding 10 percent of the is a corporation, either under its common seal or under the hand of an issued share capital of the Company for the time being. This authority officer or attorney duly authorised. unless revoked or varied at a General Meeting will expire at the next Annual General Meeting. Statement Accompanying the Notice of Annual General Meeting Statement accompanying the Notice of the Ninth Annual Pursuant to Article 100 of the Company’s Articles of Association General Meeting of the Company to be held at the Ballroom 1, i) Tan Sri Hamdan Mohamad Level 2, Nikko Hotel, 165 Jalan Ampang, 50450 Kuala Lumpur on ii) Kamarulzaman Omar Friday, 28 October 2005 at 5.00 p.m. Details of Directors standing for re-appointment and re-election 1. Details of Directors who are standing for re-appointment are set out in the Profile of Directors on pages 12 to 15 of the or re-election Annual Report. Pursuant to Section 129 of the Companies Act, 1965 i) Tan Sri Sallehuddin Mohamed 2. Details of Attendance of Directors at Board Meetings held during the financial year ended 30 June 2005 Pursuant to Article 83 of the Company’s Articles of Association The details of attendance of Directors at Board meetings are i) Sharif Lough Abdullah disclosed under the Statement on Corporate Governance on page 37 of the Annual Report. 4 ranhill berhad (430537-K) Group Financial Highlights Revenue Profit before taxation Net profit Basic earnings RM'000 RM'000 for the financial year per ordinary share RM'000 sen 01 02 03 04 05 01 02 03 04 05 01 02 03 04 05 01 02 03 04 05 6.27 10.95 15.53 15.67 13.62 49,659 82,860 81,838 75,637 95,848 34,062 55,221 55,705 48,429 33,134 424,895 620,754 770,577 792,944 1,492,251 2001 2002 2003 2004 2005 RM’000 RM’000 RM’000 RM’000 RM’000 Revenue 424,895 620,754 770,577 792,944 1,492,251 Profit before taxation 49,659 82,860 81,838 75,637 95,848 Net profit for the financial year 34,062 55,221 55,705 48,429 33,134 Weighted average number of ordinary shares (’000) 311,0901 355,5001 355,5002 355,5002 528,378 Basic earnings per ordinary share (sen) 10.95 15.53 15.67 13.62 6.27 Note: 1 Adjusted for the 1-for-2 bonus issue in 2003 and 2-for-1 bonus issue in 2005 2 Adjusted for the 2-for-1 bonus issue in 2005 ranhill berhad (430537-K) 5 GROUP FINANCIAL HIGHLIGHTS Segmental Reporting Revenue RM’000 Results RM’000 (11,728) 6,954 43,268 29,064 361,553 (15,154) 2005 150,320 2005 858,396 78,678 177,275 Assets RM’000 Liabilities RM’000 891,138 22,699 564,795 260,091 413,896 96,152 142,534 73,824 2005 5,658,345 2005 7,998,484 Engineering, procurement, construction, Power generation, Manufacturing Water Others construction management services and transmission and project management services distribution (“EPC & EPCM/PMC”) The above segment revenue, segment results, segment assets and segment liabilities are determined before intra-group balances and intra-group transactions are eliminated, except to the extent that such intra-group balances and transactions are between operating units within a single segment.