Corporate Governance Report

Olam International Limited (‘Olam’ or the ‘Company’) is committed to observing a high standard of corporate governance in keeping with its overarching philosophy of delivering sustainable pro table growth and building capabilities with integrity. The Board constantly reviews the Company’s corporate governance practices and seeks to align its practices with the developments and changes in the Code of Corporate Governance. The revised Code of Corporate Governance was issued on 2 May 2012 (the ‘Code’) which takes effect from nancial year commencing 1 November 2012 and is only applicable to the Company for its Annual Report in 2014.

In keeping with its commitment, & Sustainability Committee as well as gradually with a view to refreshing the Olam has since 2012 complied with a Board Risk Committee. In 2013, the Board. The additional steps taken to key revised guidelines in the Code Board announced the renewal of the align the Company with the Code include such as the appointment of a lead Board in line with the Board succession organising investor days as well as the independent director, the proportion plan and bearing in mind Guideline extensive engagement with stakeholders. of independent directors on the Board, 2.4 of the Code on the tenure of The Company continues to focus on the engagement of key stakeholders, poll Independent Directors. Independent substance and spirit of the Code while voting at shareholder meetings, having in Directors who have served on the continuing to deliver on the Company’s place a Board Corporate Responsibility Board beyond nine years will be retired vision and objectives.

Our Current Corporate Governance Structure

Shareholders and other Stakeholders Capital & Investment Audit & Compliance Committee Committee

Board of Directors Governance Risk Committee & Nomination Committee Executive Committee

Corporate Human Resource Responsibility & Compensation & Sustainability Management Committee Committee Committee

Businesses Geographies Functions

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Olam A/R_Final NCL M Y U Size: 220(W)x297(H)mm-ISO39L PMS8400c U315188 GP1B 30.09.2014 175# C K 2 14-023 BOARD MATTERS h. To oversee and consider corporate the Board’s commitment to engage and responsibility and sustainability issues, provide leadership to Management in Corporate Governance Principle 1: policies, standards and strategy areas concerning the business and in the context of the Company’s operations of the Company. The The Board’s Conduct activities that may have an impact on Commodity Financial Services Committee, of Affairs environmental and social issues; and the Project Financing Committee and the Independent General Committee i. To identify the key stakeholder groups for purpose of the Voluntary General Olam is led by a profi cient Board with and consider their perceptions. Offer by Breedens Investments Pte. representatives from varied nationalities As an established practice, the material Ltd. in March 2014, which comprises and diverse international business matters that require the specifi c review Independent Directors and are supported backgrounds. The Board oversees the and approval of the Board are: by the Executive team, were the ad affairs of the Company and provides hoc committees constituted previously. leadership and support to the Senior • Acquisitions, divestments and capital In November 2012, a committee of Management team. Collectively, the expenditure exceeding the authority the Board was constituted to conduct Board and the Senior Management Team limits established under an internal a detailed internal review into the ensure the long-term success of the policy adopted by the Board, while assertions made and widely reported in Company. Apart from discharging their delegating authority for transactions the media, and submit their fi ndings to statutory and fi duciary responsibilities, below those limits to Board Committees the Board. These ad hoc committees both individually and collectively, the key and the Executive Committee; add to the effectiveness and strength of functions of the Board are: • Capital planning and raising, annual the Company’s governance practices a. To provide entrepreneurial leadership, budgets and update to strategy plan; as well as took into consideration the set strategic objectives, and ensure Report Corporate Governance • Banking facilities and corporate interests and perspectives of the various that the necessary fi nancial and guarantees; and stakeholders of the Company. human resources are in place for the Company to meet its objectives, • Share issuances, dividend distribution, Directors are expected to exercise as well as to regularly review the share buyback and other returns independent and objective judgement execution and the implementation to shareholders. in the best interests of the Company. In of the revised strategy plan; The Board is assisted by various Board the annual Board and peer performance evaluation exercise, the ability to b. To oversee the process and Committees for the effective discharge objectively discharge their duties and framework for evaluating the of their responsibilities. The Board responsibilities at all times as fi duciaries adequacy of internal controls, risk Committees established to date are in the interests of the Company, as well management, fi nancial reporting the Audit & Compliance Committee, as the ability to objectively listen and and compliance and satisfy itself as Governance & Nomination Committee, discuss issues with one another, are to the adequacy and effectiveness of Human Resource & Compensation important assessment criteria. such processes and framework; Committee, Risk Committee and Corporate Responsibility & Sustainability c. To review the performance of Committee. Each of these Board Board and Board the Senior Management and the Committees has clear written Terms Committee Meetings compensation framework of the of Reference which set out the role, The regular meetings of the Board Board, Executive Directors and authority, qualifi cations for committee and Board Committees including the Senior Management; membership and process of each Annual General Meeting are scheduled d. To oversee the succession plans for the committee. All the Board Committees one year in advance. The Board sets Board, CEO and Senior Management; are actively engaged and play an aside a full day in each quarter to review important role in ensuring good and evaluate the Company’s business, e. To ensure the Company’s compliance corporate governance in the Company. operations and performance and address with laws and regulations as may be The detailed involvement of each Board key policy matters. These quarterly relevant to the business; Committee is set out in this report. Board meetings include presentations by f. To assume responsibility for Senior Management Team members and The Terms of Reference of the Board corporate governance; the executive team from the business Committees may be reviewed annually by units and functions and, on occasions, g. To set the Company’s value and each committee taking into consideration external consultants, on strategic standards, and ensure that obligation the changing needs in the business and issues relating to specifi c business to shareholders and others are operations of the Company, relevant laws areas or legal issues, thus providing the understood and met, from time and regulations, etc. Board with important updates and an to time; Ad hoc committees of the Board may understanding of the Group’s businesses from time-to-time be formed as part of as well as the platform to engage with

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Olam A/R_Final NCL M Y U Size: 220(W)x297(H)mm-ISO39L U315188 GP1B 30.09.2014 175# C K 2 14-023 the key executives and managers. The by the Board. The Company’s Articles of Directors’ meetings held during the Board also sets aside time at each Association and the Terms of Reference year under review along with the regular Board meeting to meet without of the Board Committees provide for attendance of Directors are provided the presence of Management and the Board meetings and meetings of the on the next page. Throughout the year, Executive Directors. In addition to the Board Committees to be conducted Directors individually and collectively, regular meetings, ad hoc meetings via telephone conference and video actively engage with members of the as well as informal discussions of the conference or other similar modes of Board, the CEO, Senior Management Board and Board Committees are communication. Besides meetings of team and external consultants to gain held as and when required, with Board the Board, the Board pursuant to the deeper insights into the industry and members participating in person and Company’s Articles of Association and the business of the Company. The via telephone conference and video the Board Committees under their Terms contribution to and involvement of each conference. An Annual Board Offsite of Reference may also make decisions Director in Board affairs and growth visit is also organised in locations where by way of resolution by circulation. of the Company cannot be quantified the Company operates for Directors to The nature of the current Directors’ simply by their attendance. Their input gain an in-depth understanding of the appointments on the Board and details of and engagement in the affairs of the activities and business on the ground. their membership on Board Committees Company far outweighs their attendance Ad hoc visits by the Board Committees are set out below. at Board and Board Committee are organised wherever required to better Tables showing the number of Board, meetings. Attendance of the Directors facilitate the review of issues delegated Board Committees and Non–Executive should not be the sole yardstick used to measure the effectiveness of a Director. Membership on Board Committees

Name Board Membership Audit & Capital & Corporate Governance Human Board Risk Compliance Investment Responsibility & Nomination Resource & Committee Committee Committee & Sustainability Committee Compensation Committee Committee R. Jayachandran Non–Executive – Member – Member Member – Chairman Kwa Chong Seng(1) Deputy Chairman – Member(1) – Member(1) Chairman(1) – Independent Director Narain Girdhar Chanrai Non–Executive Member Member Member(2) Member(2) – – Director Michael Lim Choo San Lead Independent Chairman – – Chairman – Member Director Mark Haynes Daniell(3) Independent Director Member(3) – Member(3) Member(3) Chairman(3) – Robert Michael Tomlin(4)(5) Independent Director Member Member(5) Member – – Chairman(4) Wong Heng Tew(3) Independent Director Member(3) – – Member(3) Member(3) – Jean-Paul Pinard Independent Director – Member Chairman – Member – Sanjiv Misra(6) Independent Director – Chairman(6) – – Member(6) Member(6) Nihal Kaviratne CBE(7) Independent Director Member(7) – Member(7) – – – Tse Po Shing Andy(8) Independent Director – Member(8) – – – Chairman(8) Sridhar Krishnan(8) Executive Director – – Member(8) – – Member(8) Sunny George Verghese Executive Director – Member – – – Member Group MD & CEO Shekhar Anantharaman Executive Director – Member Member – – –

(1) Kwa Chong Seng was appointed as Non-Executive & Independent Director and Deputy Chairman with effect from 1st October 2014. The various memberships on the Board Committees are effective on 30th October 2014 (2) N. G. Chanrai will remain as a member of the Governance & Nomination Committee till 30th October 2014 and will be appointed as a member of the Corporate Responsibility & Sustainability Committee with effect from 30th October 2014 (3) Mark Haynes Daniell and Wong Heng Tew will step down on 30th October 2014 (4) Robert Tomlin was appointed Chairman of the Board Risk Committee with effect from 1st November 2013 (5) Robert Tomlin stepped down as Chairman of the Capital & Investment Committee on 1st November 2013 and will step down as its member on 30th October 2014 (6) Sanjiv Misra was appointed as Non-Executive & Independent Director with effect from 1st November 2013 (7) Nihal Kaviratne CBE was appointed as Non-Executive & Independent Director with effect from 1st October 2014. The various memberships on the Board Committees are effective on 30th October 2014 (8) Tse Po Shing Andy and Sridhar Krishnan stepped down as Directors on 30th October 2013

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Olam A/R_Final NCL M Y U Size: 220(W)x297(H)mm-ISO39L U315188 GP1B 30.09.2014 175# C K 2 14-023 Attendance at Board and Non-Executive Directors’ Meetings held as at 30 June 2014 Corporate Governance

Name Scheduled Board Ad Hoc Board Non-Executive Directors Meetings Meetings Discussions R. Jayachandran 4/4 8/8 4/4 Narain Girdhar Chanrai 3/4 7/8 4/4 Michael Lim Choo San 4/4 8/8 4/4 Robert Michael Tomlin 4/4 8/8 4/4 Mark Haynes Daniell 4/4 7/8 4/4 Wong Heng Tew 4/4 7/8* 4/4 Jean-Paul Pinard 4/4 6/8* 4/4 Sanjiv Misra(1) 3/4 5/8* 3/4 Tse Po Shing Andy(2) 1/4 1/8 1/4 Sridhar Krishnan(2) 1/4 2/8 Sunny George Verghese(3) 4/4 8/8 Shekhar Anantharaman(3) 4/4 7/8*

(1) Sanjiv Misra was appointed as Non-Executive & Independent Director with effect from 1st November 2013 (2) Tse Po Shing Andy and Sridhar Krishnan stepped down as Directors on 30th October 2013 (3) Executive Directors * Attendance at one of the ad-hoc meetings not required Corporate Governance Report Corporate Governance

Attendance at Board Committee Meetings held as at 30 June 2014

Name Audit & Capital & Corporate Governance Human Board Risk Ad-hoc Compliance Investment Responsibility & Nomination Resource & Committee Independent Committee Committee & Sustainability Committee Compensation Committee Committee Committee R. Jayachandran 5/5 1/1 6/6 Narain Girdhar Chanrai 5/6 4/5 0/1 Michael Lim Choo San 6/6 1/1 4/4 7/7 Robert Michael Tomlin 6/6 5/5 3/3 4/4 7/7 Mark Haynes Daniell 5/6 2/3 1/1 6/6 7/7 Wong Heng Tew 6/6 1/1 6/6 Jean-Paul Pinard 5/5 3/3 5/6 6/7 Sanjiv Misra(1) 4/5 5/6 3/4 7/7 Tse Po Shing Andy(2) 1/5 1/4 Sridhar Krishnan(2) 1/3 1/4 Sunny George Verghese(3) 5/5 4/4 Shekhar Anantharaman(3) 5/5 3/3

(1) Sanjiv Misra was appointed Non-Executive & Independent Director with effect from 1st November 2013 (2) Tse Po Shing Andy and Sridhar Krishnan stepped down as Directors on 30th October 2013 (3) Executive Directors

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Olam A/R_Final NCL M Y U Size: 220(W)x297(H)mm-ISO39L U315188 GP1B 30.09.2014 175# C K 2 14-023 Induction and Orientation During the year under review, the Board & Nomination Committee (‘GNC’) carries of Directors was briefed on the new SGX-ST out a yearly examination of the Board Newly appointed directors are issued requirements, changes and developments size to ensure that it is appropriate for with formal letters upon their appointment, in the accounting standards by the effective decision making. The Board which outline their duties and obligations external auditors and was briefed and reviewed and opined that, given the as Directors and are issued with an updated on risks management, health magnitude, nature and depth of the appointment pack that contains vital & safety, environmental & social risks, Group’s business and operations, the information about their appointment market compliance and insurance. Board should have between 10 and 12 members, who as a group, possess and the Company. They will undergo a The Board also visited the Company’s the required capabilities, skills and comprehensive and tailored onboarding key operations (cocoa, cashew and experience for the Board to discharge its process which includes briefings by the dairy) in Côte d’Ivoire. The 5–day visit duties and responsibilities effectively as Board Chairman and CEO, industry, included a visit to the rubber and palm well as to make objective decisions. business and operations briefings by operations of its strategic partners as well Senior Management team, visits to the as meetings with key stakeholders and Group’s key operations, briefing on government representatives. Independence governance matters, etc. The newly The GNC determines on an annual basis appointed directors are further assisted a Director’s independence bearing in by the Board Secretariat Office to enable Principle 2: mind the definition of an Independent them to appropriately discharge their Board Composition Director under the Code and guidance statutory and fiduciary duties. and Guidance as to relationships that may exist of which would deem a director to be To align with the extensive geographical Directors’ Training non-independent. A Director who spread and depth of the business, the To keep the Directors abreast of has no relationship with the Group or existing Board comprises of directors developments in the industry as also its officers and 10% shareholders of with diverse skills and expertise. Our in the Company’s global operations, the Company that could interfere, or Directors bring with them wide-ranging country visits and interactions with be reasonably perceived to interfere, experience in finance and accounting, business and geography teams are with the exercise of his independent banking, investment, business, amongst the different types of exposures business judgement in the best interests management, strategic planning, retail provided to the Directors. Directors of the Company, is considered to be and industry knowledge. The size, are invited to participate in sessions independent. The Code further requires composition and blend of experience and talks conducted by specialists and the independence of any director who of the current Board allow discussions experts on trends, developments and has served on the Board beyond nine on matters of policy, strategy and issues concerning the sectors in which years to be rigorously reviewed. The performance to be informed, critical and the Company operates. Furthermore, basis of determination by the GNC takes constructive. A brief profile and the key Directors are taken through detailed into account the annual confirmation information of each Director is given on presentations on the development and of independence (the Confirmation) pages 14 to 17 and 81 to 84 of this progress of the Group’s key operations. completed by each Independent Annual Report. Regular updates on directors’ duties Director. Each Independent Director and responsibilities and changes to the is required under the Confirmation to relevant laws and regulations such as the Board Size critically assess his independence and Listing Rules of the Singapore Exchange Our Board currently consists of 10 to confirm in the checklist whether he Securities Trading Limited (‘SGX-ST’), members with more than 50% being considers himself independent. Each Code of Corporate Governance, independent directors. This takes into member of the Board is also required Companies Act, etc. are also provided account the changes arising from to complete a peer assessment of the to the Board. Board renewal annnounced on independence of each director who 26th September 2014. The Governance has served on the Board beyond nine

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Olam A/R_Final NCL M Y U Size: 220(W)x297(H)mm-ISO39L U315188 GP1B 30.09.2014 175# C K 2 14-023 years. The peer assessment considers, Mr. Kwa Chong Seng was also appointed Principle 3: amongst others, the contribution by the as Deputy Chairman on the same day. Corporate Governance director, the uniqueness of his skills and The new Independent Directors were Chairman and his participation at meetings. The Board appointed subsequent to a thorough Chief Executive Offi cer having carried out their review for FY2014 review of the Board and the GNC and taking into account the views of the following a rigorous selection process. The Chairman, Mr. R. Jayachandran GNC, determines that with the exception Both Mr. Kwa Chong Seng and Mr. Nihal is a Non-Executive Director and is not of the two Non-Executive Directors and Kaviratne CBE will submit themselves related to the Chief Executive Offi cer two Executive Directors, the remaining for re-election and re-appointment at the (‘CEO’), Mr. Sunny Verghese or other six Non-Executive and Independent forthcoming AGM. members of the Senior Management Directors are considered independent. team. There is a clear division of Non-Executive Director responsibility between the Chairman and The Board has determined that The Non-Executive, Independent CEO to ensure a balance of power and Mr. Mark Haynes Daniell, Mr. Michael Lim Directors fulfi ll a pivotal role in corporate authority. The Chairman is responsible Choo San, Mr. Robert Michael Tomlin accountability. Their role is particularly for ensuring the effectiveness of the and Mr. Wong Heng Tew be considered important as they provide unbiased Board and Board Committees as well independent notwithstanding that they and independent views, advice and as the governance process. The CEO have served on the Board beyond judgement to take care of the interests, is at the helm of the Management nine years. These Non-Executive and not only of the Company but also of team and has overall responsibility Independent Directors have contributed shareholders, employees, customers, of the Company’s operations and effectively by providing impartial suppliers and the many communities in organisational effectiveness. The CEO and autonomous views, advice and which the Company conducts business. remains accountable to the Board for the judgment. They have continued to Report Corporate Governance The Board has in 2013 reduced the decisions and actions taken, as well as demonstrate strong independence in number of executive directors from for the performance of the Group. The character and mind. 3 to 2 to have more independent Chairman works closely with the CEO representation on the Board. During the on matters to be tabled at meetings as Renewal of the Board year under review, the Non-Executive well as in ensuring that Board members In line with the Board renewal plan, Directors met quarterly, without the receive accurate, timely and clear Mr. Mark Haynes Daniell and Mr. Wong presence of Management, to review, information. Under the leadership of the Heng Tew, both Non-Executive and amongst others, the performance of Chairman, the Board held robust, open Independent Directors, who have Management and the reporting of the and constructive discussions at its served on the Board for 11 years and Company’s performance by Management. meetings with adequate time allocated to 8 months, and 10 years and 8 months, An annual offsite meeting of the suffi ciently review the issues tabled. respectively as at the fi nancial year ended Non-Executive Directors, without the The Chairman instituted quarterly 30 June 2014, will be stepping down as presence of Management, is held to non-executive directors’ discussions Directors of the Company immediately discuss the strategic objectives of the after each Board meeting and organised after the close of the forthcoming Annual Company, performance of the Company, an offsite meeting of the non-executive General Meeting (‘AGM’) to be held on Management’s performance, quality of directors annually. Along with the CEO, 30th October 2014. The remaining long information furnished to the Board, the Chairman monitors the translation serving Independent Directors will retire Board succession plans, senior of the Board’s decisions, requests and progressively with new Independent management succession plans and recommendations into executive action. Directors to be appointed in their place. leadership development, etc. As part of the Chairman’s oversight, he To fi ll the offi ces vacated by both Mr. ensures that constructive communication Mark Haynes Daniell and Mr. Wong Heng and engagement with shareholders Tew, the Board had on 1st October 2014 take place at every general meeting. appointed Mr. Kwa Chong Seng and The Chairman may direct any members Mr. Nihal Kaviratne CBE as Non-Executive of the Board to participate in briefi ngs and Independent Directors. and meetings with other stakeholders to explain publicly available material information.

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Olam A/R_Final NCL M Y U Size: 220(W)x297(H)mm-ISO39L U315188 GP1B 30.09.2014 175# C K 2 14-023 Lead Independent Director The GNC is chaired by the Lead Succession Planning Mr. Michael Lim Choo San, Chairman Independent Director. The GNC is In a joint review of the Terms of Reference of the GNC was appointed as the Lead comprised entirely of Non-Executive of the Board Committees by the Board Independent Director since 2010. The Directors, majority of whom are along with the recommendations of the appointment of a Lead Independent independent Directors. The GNC is GNC, the review of the Board succession Director is part of the Board succession guided by its written Terms of Reference plans including the Chairman shall planning in order to provide continuity with principal functions as follows: remain as a principal role of the GNC of leadership at the Board level in the a. To review the size, skills and while review of the succession plans absence of the Chairman and Deputy composition of the Board to ensure for key positions in the Group including Chairman. The Lead Independent there is adequate representation in the CEO is delegated to the Human Director together with the Deputy respect of issues and challenges, Resource & Compensation Committee. Chairman also acts as a bridge between without compromising Board The GNC actively reviews the present the Independent Directors and the effectiveness and participation. In Board composition and the necessity of Chairman and is also available to addition, the GNC seeks to identify refreshing the Board. The GNC is of the shareholders if they have concerns the critical needs in terms of expertise view that any renewal and refreshment relating to matters which contact through and skills, as well as knowledge of the of the Board must be carried out the normal channels of the Chairman, jurisdictions in which Olam operates; progressively and in an orderly manner CEO or Executive Directors has failed to ensure continuity. A formal plan for the to resolve, or where such contact b. To recommend the appointment and renewal of the Board and the process is inappropriate. re-appointment of Directors with a for selection of new directors were put in view to refreshing the Board; place after having been recommended Principle 4: c. To conduct an annual review of to and approved by the Board. The the independence of each Director key recommendations approved by the Board Membership bearing in mind the relationships and Board for implementation are effective the tenure limits under the Code; from 1 July 2013 and were announced Governance & Nomination in October 2013, as follows: d. To assess the effectiveness of Committee (GNC) i. Longest serving Independent Director the Board and its members; will be retired gradually at each AGM Michael Lim Choo San, Chairman e. To review and recommend over the next three years starting from R. Jayachandran performance criteria for evaluating the 2013 AGM; Kwa Chong Seng (1) the Board’s performance; ii. New Independent Directors who Mark Haynes Daniell (2) f. To recommend membership for possess the required skills and Narain Girdhar Chanrai (2) Board committees; capabilities will be appointed to Wong Heng Tew (2) g. To consider and review Company’s fill the vacancies of the outgoing (1) Effective 30th Oct 2014 corporate governance principles; Independent Directors after such (2) Cessation 30th Oct 2014 appointment is reviewed by the GNC h. To consider questions of possible and in concurrence with the Board; conflicts of interest of board members and senior executives; and iii. All newly appointed Independent Directors would be subject to a term i. To review and recommend to the of office comprising two terms of Board the induction program for new three years each, with an additional directors and ongoing training and term of three years at the sole development needs of the directors discretion of the Board subject to a and the Board as a whole. maximum tenure of no more than nine years; and

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Olam A/R_Final NCL M Y U Size: 220(W)x297(H)mm-ISO39L U315188 GP1B 30.09.2014 175# C K 2 14-023 iv. All directors whether executive, In addition, Mr. Mark Haynes Daniell Membership on other Boards non-executive or independent remain and Mr. Wong Heng Tew, both The GNC, in assessing the performance Corporate Governance subject to an annual performance Non-Executive and Independent of the individual Director, considers evaluation notwithstanding the term Directors, will be stepping down as whether suffi cient time and attention has of offi ce. Independent Directors may Directors of the Company immediately been given by the Director to the affairs be retired prior to completion of the after the close of the 2014 AGM. of the Company. It has regard to the term of offi ce if so determined by the Director’s other Board memberships and Board taking into consideration the New Appointments, Selection commitments. No limit on the number of recommendation of the GNC. and Re-nomination of Directors Board representations which a Director All new appointments, selection and re- may hold has been imposed by the Retirement and Re-election nomination of Directors are reviewed and GNC as Directors have demonstrated All Directors submit themselves for proposed by the GNC. The GNC has their commitment and effectiveness retirement and re-election at least once access to external search consultants in discharging their duties and every three years. Pursuant to the and resources to identify potential responsibilities and avoiding actual or Articles of Association of the Company, candidates. Board members may also potential confl icts of interest from serving one third of the Directors shall retire from make recommendations to the GNC. on other Boards. offi ce at the Company’s AGM. A retiring Shortlisted candidates are met by the Director is eligible for re-election at the GNC Chairman along with the Board Key Information AGM. The Group Managing Director/ Chairman and CEO prior to the approval Regarding Directors CEO, as a Director, is subject to the at the Board level. Some of the criteria Key information regarding Directors, same retirement by rotation provision considered by the GNC while evaluating such as academic and professional

as the other Directors. In addition, the Directors’ appointments are: qualifi cations, board committees Report Corporate Governance Company’s Articles of Association also a. The candidate should possess served on (as a member or chairman), provides that a newly appointed Director knowledge and experience in any one date of fi rst appointment as a director, must submit himself for re-election at area, namely, accounting or fi nance, date of last re-election as a director, the AGM following the appointment. business or management, industry directorships both present and past At the 2014 AGM, Mr. N. G. Chanrai, knowledge, strategic planning and held over the preceding three years in Mr. Michael Lim Choo San and customer-based experience other listed companies and other major Mr. Shekhar Anantharaman will retire or knowledge; appointments, is disclosed on pages pursuant to Article 103 of the Company’s 81 to 84 of this Corporate Governance Articles of Association (‘AA’) and b. The candidate should have the report. Information relating to Directors’ will be eligible for re-election by the aptitude or experience to understand shareholding and interests in the Group shareholders at the AGM. Mr. Kwa fully the fi duciary duties of a director is disclosed in the Directors’ Report of Chong Seng who was appointed as and the governance processes of a this Annual Report. Deputy Chairman and Non-Executive publicly listed company; and Independent Director on 1 October c. Independence of mind; 2014 and Mr. Sanjiv Misra who was d. Capability and how he/she could appointed as Non-Executive and meet the needs of the Company and Independent Director on 1 November simultaneously complement the skill 2013 will retire pursuant to Article 109 set of the other Board members; and will be eligible for re-election by the shareholders at the AGM. e. Experience and track record in Mr. R. Jayachandran and Mr. Nihal multi-national companies; Kaviratne who have attained the age f. Ability to commit time and effort of 70 will submit themselves for toward discharging his/her re-appointment at the AGM. responsibilities as a Director; and g. Reputation and integrity.

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Olam A/R_Final NCL M Y U Size: 220(W)x297(H)mm-ISO39L U315188 GP1B 30.09.2014 175# C K 2 14-023 Principle 5: Principle 6: to enable it or the Directors individually to Board Performance Access to Information discharge their responsibilities effectively. The role of the Company Secretary is The Board considers the importance of clearly defined. The Board Secretariat putting the right people, with the range Principle 10: together with the Company Secretary of skills, knowledge and experience ensures that all board procedures together for effective governance of Accountability are followed and that applicable the Group’s business. The GNC assists The agenda for each Board and Board rules and regulations such as the the Board in ensuring that the Board Committee meeting along with all Company’s Memorandum and Articles is comprised of individuals whose board papers, related materials and of Association, Securities Dealing Policy, background, skills, experience and background materials are sent to the the Singapore Companies Act, Securities personal characteristics enhance the Directors in a timely manner. This is & Futures Act and the Listing Manual effectiveness of the current Board and sent sufficiently in advance to enable of the SGX-ST, are complied with. The meet its future needs. the Directors to obtain further details Board Secretariat manages, attends and Based on the recommendations of and explanations where necessary. prepares all minutes of meetings of the the GNC, the Board has laid down a The Board is briefed and updated Board and Board Committees. They play preliminary set of assessment criteria to on the execution of the Company’s a key role in ensuring efficient and timely assess the effectiveness of the Board strategic plan, performance of its information flow to the Board and Board as a whole and contribution of each investments, variance in budgets, etc. Committees. In addition, the Board director to the effectiveness of the Members of the Management team are Secretariat facilitates the appointment Board. The assessment criteria for the invited to be present at the Board and and induction of new director, ongoing Board evaluation covers amongst other Board Committee meeting to provide training and development of the Board criteria, Board performance in relation additional insight into the matters tabled and coordinates with Legal, Market to discharging its principal functions, its for deliberation. Global Heads of the Compliance and any external consultants effectiveness in ensuring the long term Business Units are scheduled wherever on advice in respect of changes in success of the Company, composition required to update the Board on platform regulation or law, as circumstances of the Board, relationship amongst wise performance and plans. require. The appointment and removal of Board members and the adequacy and Directors have direct access to the the Company Secretaries are subject to performance of Board Committees in Management, Board Secretariat and the the approval of the Board. relation to discharging the responsibilities Company Secretary and are provided The Board has adopted a policy of set out in their respective terms of with their contact details. Non-Executive openness and transparency in the reference. The individual Directors’ Directors meet with Senior Management conduct of the Company’s affairs while assessment criteria are in relation to their independently to be briefed on preserving the commercial interests of industry and functional expertise, level various issues. Additional information, the Company. The Company has been of involvement, contribution, objectivity documents and materials are provided reporting its financial results quarterly and interactive skills when working with to the Directors as and when required to and holding media and analyst meetings Board members and participation at enable them to make informed decisions. to coincide with the quarterly results Board meetings. During the year, the announcements. An Investor Day is GNC carried out an evaluation of the Board members are invited to participate also organised throughout the year to effectiveness of the Board, the individual in the Annual Management Committee educate the external stakeholders on Board Members and the Chairman of the Meetings to interact with Management the businesses and operations of Board. The results of the evaluations are as well as to gain industry insight through the Company. critically reviewed by the GNC and the external speakers. Presentations on Board with proposed follow-up actions the Group’s business and activities are Financial results and other price sensitive planned and taken. The follow-up actions provided to the Board throughout the information are disseminated to are undertaken by the GNC Chairman year by the Company’s Management shareholders via SGXNET, to the SGX-ST, along with the Chairman of the Board. team. The Board takes independent press releases, the Company’s website Meetings between the individual Director professional advice, with expenses borne and through media and analyst briefings. and the Board Chairman, as well as the by the Company, as and when necessary GNC Chairman may be set up with a view to sharing feedback and comments received and to work out action plans to address specific issues raised.

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Olam A/R_Final NCL M Y U Size: 220(W)x297(H)mm-ISO39L U315188 GP1B 30.09.2014 175# C K 2 14-023 The Company has in place a be stepping down as Chairman of the Remuneration Policy for comprehensive investor relations HRCC on 30th October 2014 and will be Non–Executive Directors Corporate Governance programme to keep investors informed succeeded by Mr. Kwa Chong Seng. The existing remuneration framework of material developments in the The HRCC is established for non-executive directors adopted Company’s business and affairs beyond by the Board with the following by the HRCC consists of a base fee that which is prescribed, but without principal functions: for membership on the Board, chairing prejudicing the business interests the Board and as Lead Independent of the Company. a. To review the executive leadership Director, fees for membership of Board development process and program; committees, fees for chairing Board Principle 7: b. To review and recommend executives’ committees and an attendance fee for Procedures for compensation framework and equity Board offsite meetings. The last review based plans; by an external consultant, Freshwater Developing Remuneration Adviser was commissioned by the c. To review succession plans for key HRCC in 2011. The existing fee structure Policies executives including the CEO; is set out below. d. To establish and oversee the process for evaluating the performance of Principle 8: Nature of Appointment $ Level and Mix the CEO and key executives in the fulfi llment of their responsibilities, Board of Directors of Remuneration meeting objectives and performance Base Fee (Chairman) 160,000 targets; and Base Fee (Member) 60,000

Principle 9: e. To review annually the remuneration Audit & Compliance Committee Report Corporate Governance Disclosure on framework and the adequacy of the Capital & Investment Committee fees paid to non-executive directors. Chairman’s fee 50,000 Remuneration Member’s fee 25,000 The HRCC carries out regular discussions with the CEO and the Board on succession Governance & Nomination Committee planning at the senior management level Human Resource & Human Resource & including that of the CEO. Compensation Committee Compensation Committee (HRCC) During the year, the HRCC actively Corporate Responsibility engaged with the CEO, key members of & Sustainability Committee

(1) the Human Resources function and an Mark Haynes Daniell, Chairman Risk Committee (2) external consultant, Carrots Consulting Kwa Chong Seng, Chairman Chairman’s fee 30,000 R. Jayachandran to review the existing executives’ remuneration framework, which included Member’s fee 15,000 Jean-Paul Pinard a proposed new Share Grant Plan. Apart Sanjiv Misra Lead Independent Director 15,000 from their engagement as remuneration Wong Heng Tew (1) consultants for this exercise, Carrots Attendance Fee at Board Offsite 2,500 (1) Cessation 30th Oct 2014 Consulting does not have any existing (2) Effective 30th Oct 2014 relationships with the Company which will affect their independence and objectivity. To facilitate timely payment of Directors’ Apart from Mr. R. Jayachandran fees, the fees are paid in advance on a who is the Non-Executive Chairman quarterly basis for the current fi nancial of the Board, all members of the year once approval is obtained from HRCC, including the HRCC Chair, shareholders at the AGM. are Independent and Non-Executive Directors. Mr. Mark Haynes Daniell will

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Olam A/R_Final NCL M Y U Size: 220(W)x297(H)mm-ISO39L U315188 GP1B 30.09.2014 175# C K 2 14-023 The fees paid to the Non-Executive Revision to the Fees Framework Nature of Appointment $ Directors for the financial year ended for Non-Executive Directors Board of Directors 30 June 2014 quarterly in advance and The HRCC may commission an Base Fee (Chairman) 180,000 entirely in cash amounted to $1,400,250 independent review by an external Base Fee (Deputy Chairman) 130,000 (FY 2013: $1,215,000), which included consultant on the remuneration Base Fee (Member) 70,000 special fees paid to the Non-Executive framework of directors as well as key Lead Independent Director 25,000 and Independent Directors (excluding management personnel. Mr. Wong Heng Tew) who were Audit & Compliance Committee In view of the Non-Executive Director appointed to the Independent Committee Capital & Investment Committee fees having remained unchanged for the established during the year under review Chairman’s fee 50,000 last three years, the Board has during for purpose of the Voluntary Cash Offer Member’s fee 25,000 the year, in conjunction with the HRCC, by Breedens Investments Pte. Ltd. Board Risk Committee carried out a thorough review on the The breakdown of the fees paid to the adequacy of the level and framework of Human Resource & Non-Executive Directors for the financial remuneration of Non-Executive Directors. Compensation Committee year ended 30 June 2014 including fees The review included discussions with key Chairman’s fee 35,000 paid to the Non-Executive Director(s) stakeholders as well as benchmarking Member’s fee 20,000 appointed to the subsidiary of the fees paid to peers companies and Company is tabled below. Governance & Nomination Committee companies with similar size and market Corporate Responsibility capitalisation. Consequent to the & Sustainability Committee Fees Paid to Non-Executive extensive review, the Board approved the Directors for the financial year revision to the remuneration framework Chairman’s fee 30,000 ended 30 June 2014 for Non-Executive Directors. The revised Member’s fee 15,000 Name Directors’ Fees $ framework will include an upward Attendance Fee adjustment of the base fees for Board R. Jayachandran 217,500 Home City Meeting: Chairman, Lead Independent Director, Narain Girdhar Chanrai 127,500 – Board 3,000 directors and fees for chairmanship and Michael Lim Choo San 217,500 – Committee 1,500 membership on Board Committees, Mark Haynes Daniell 183,500 Out Region Meeting: base fees for Deputy Chairman and Robert Michael Tomlin 196,000 – Board 4,500 introduction of attendance fees for all Wong Heng Tew 117,500 – Committee 2,250 meetings held. Jean-Paul Pinard 168,500 Conference Call Sanjiv Misra(1) 141,000 Details of the revised fees framework for – Board 600 Tse Po Shing Andy(2) 31,250 Non-Executive Directors are provided – Committee 400 below. The recommendations were Conference Call (Odd hours) Paid by Subsidiary: made to bring the remuneration for – Board 1,200 Sanjiv Misra 50,000 Non-Executive Directors in line with the – Committee 750 Robert Michael Tomlin 40,000 peers companies and those whom we Board Offsite 6,000 benchmarked against. The revised fees framework for Non-Executive Directors (1) Appointed on 1 November 2013. The aggregate directors’ fees for Pro-rated fees paid. reflect an equitable and adequate Non-Executive Directors are subject to (2) Stepped down on 30 October 2013. remuneration on account of increased Pro-rated fees paid. shareholders’ approval at the Annual responsibilities and increase in the General Meeting. The Non-Executive average amount of time spent by a Directors will refrain from making Director at Board and Board Committee any recommendation on, and being meetings as well as their separate shareholders, shall abstain from voting on discussions with Management in the the ordinary resolution for the aggregate discharge of their responsibilities. directors’ fees. The Directors shall also decline to accept appointment as proxies for any shareholder to vote in respect of this resolution unless the shareholder concerned shall have given instructions in his proxy form as to the manner in which his votes are to be cast in respect of this resolution.

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Olam A/R_Final NCL M Y U Size: 220(W)x297(H)mm-ISO39L U315188 GP1B 30.09.2014 175# C K 2 14-023 Remuneration Policy for the annual basic salary and other fi xed not also directors, the HRCC regarded Executive Directors and allowances. The annual performance the industry conditions in which the Corporate Governance Other Key Executives incentive is tied to the Company’s and Company operates, as well as the Executive Directors are not entitled to individual executive’s performance, while confi dential nature of the Executive either base fees or fees for membership the long term incentive is granted based Directors and key executives’ in Board Committees. Remuneration for on the individual’s performance and remuneration. The Company believes Executive Directors currently comprises contribution made. that the disclosure of remuneration of its Executive Directors and top eight a base salary, performance bonus tied To remain competitive, it would be our key executives as recommended by to the Company’s and the individual’s aim to benchmark our executive’s the Code would be prejudicial to the performance and participation in share compensation with that of similar Company’s interests and hamper its option scheme. performing companies and remain in the ability to retain and nurture the Group’s The Company advocates a performance top 25 percentile. The compensation talent pool. The Company has instead based remuneration system that is structure would be so designed that as disclosed the breakdown in percentage fl exible and responsive to the market. The one moves up the corporate ladder, the terms of the individual Executive remuneration is linked to the Company’s percentage of his/her total remuneration Director’s remuneration within appropriate and individual executive’s performance. at risk increases. The Company currently bands whilst the remuneration of the top has eight top key executives who are The total remuneration comprises three eight key executives (who are not also not also directors. In considering the components: an annual fi xed cash directors of the Company) are presented disclosure of remuneration of the component, an annual performance only in a baseline remuneration band. Executive Directors and top eight key incentive and a long term incentive. executives of the Company who are The annual fi xed component consists of Corporate Governance Report Corporate Governance

Level and Mix of Remuneration of the Executive Directors for the fi nancial year ended 30 June 2014

Remuneration Band & Base/ Variable or performance Benefi ts Total Share Name of Executive Director fi xed salary related income/ bonuses in kind Option held under ESOS $1,800,000 and above Sunny George Verghese 20% 77% 3% 100% 15,000,000(1) $500,000 and above Shekhar Anantharaman 45% 55% – 100% 5,000,000(3)

(1) The subscription/exercise price of $2.35 per share for 15,000,000 share options is the price equal to the average of the last dealt prices for a share for the fi ve consecutive market days preceding the date of grant. (2) The subscription/exercise price of $2.28 per share for 1,750,000 share options and $1.76 per share for 3,250,000 share options is the price equal to the average of the last dealt prices for a share for the fi ve consecutive market days preceding the date of grant.

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Olam A/R_Final NCL M Y U Size: 220(W)x297(H)mm-ISO39L U315188 GP1B 30.09.2014 175# C K 2 14-023 Remuneration Band of the a. motivate employees to optimise their The Board is responsible for the Top Eight Key Executives for performance standards and efficiency, governance of risk. To assist the the Year Ended 30 June 2014 maintain a high level of contribution Board in carrying out its responsibility to the Group and strive to deliver of overseeing the Company’s risk Remuneration Band No. of Executives long-term shareholder value; management framework and policies, the Risk Committee was established $500,000 and above 8 b. align the interests of employees with in 2005. The BRC met four times the interests of the Shareholders of during the year under review and it has Remuneration of employees who the Company; oversight of the following matters: are immediate family members of c. retain key employees and executive a. To review with Management the a Director or the CEO directors of the Group whose Group’s guidelines, policies and No employee of the Company and its contributions are key to the long-term systems to govern the process for subsidiaries was an immediate family growth and profitability of the Group; assessing and managing risks; member of a Director or the CEO and whose remuneration exceeded $50,000 d. instil loyalty to, and a stronger b. To review and recommend risk limits during the year under review. Immediate identification by employees with and budgets; the long-term prosperity of, the family member means the spouse, child, c. To review benchmarks for and major Company; and adopted child, step-child, brother, sister risk exposures from such risks; and parent. e. attract potential employees with d. To request, receive and review reports relevant skills to contribute to the from Management on risk exposures; Employee Share Scheme Group and to create value for the The Company has an existing share Shareholders of the Company. e. To identify and evaluate new risks option plan, the ESOS 2005 which will at an enterprise level and to table a Details of the proposed Share Grant Plan expire on 3 January 2015. report to the Board; are set out in the Letter to Shareholders Details of employee share schemes which dated 15 October 2014 accompanying f. To review the Enterprise Risk include size of grants, methodology of the Notice of AGM. Scorecard bi–annually and determine valuing stock options, exercise price of the risks to be escalated to options that were granted as well as Accountability and Audit the Board; outstanding, whether the exercise price

was at the market or otherwise on the g. To review the framework and date of grant and vesting schedule are Principle 11: effectiveness of the Enterprise Risk disclosed in the Directors’ Report and Risk Management and Scorecard; and the notes to financial statements in this Internal Controls h. To review market compliance updates Annual Report. and issues reported.

In view of the impending expiry of Today, the Company is already complying the ESOS 2005, the Board, with Principle 12: with the recommendations contained in the concurrence of the HRCC, is Audit Committee the Risk Governance Guidelines issued recommending the adoption of a new by the Corporate Governance Council Share Grant Plan by Shareholders at The Board, supported by the ACC and such as the approach to risk governance the 2014 Annual General Meeting. BRC, oversees the Group’s system of for the Group and establishing the right internal controls and risk management. The proposed Share Grant Plan is mechanisms and framework to identify risks inherent in the Group’s business important to retain employees whose Board Risk Committee (BRC) contributions are essential to the model and strategy, risks from external

well-being and prosperity of the Group factors, etc. monitoring the company’s Robert Michael Tomlin, Chairman and to give recognition to outstanding exposure to risk and the key risks that Michael Lim Choo San employees and Executive Directors of could impact the business, strategy, Sunny Verghese the Group who have contributed to the reputation and long-term viability of Sanjiv Misra the Group. The Board along with the growth of the Group. The proposed Share Grant Plan will give employees an BRC, the Executive Risk team and

opportunity to have a personal equity Management has instilled the right interest in the Company and will help to culture throughout the company for achieve the following positive objectives: effective risk governance.

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Olam A/R_Final NCL M Y U Size: 220(W)x297(H)mm-ISO39L U315188 GP1B 30.09.2014 175# C K 2 14-023 The BRC has in the course of the year All the members of the Audit & c. Review the quarterly and annual reviewed its’ Terms of Reference against Compliance Committee (‘ACC’) are fi nancial statements before Corporate Governance the Risk Governance Guidelines and Non-Executive Directors with a majority submission to the Board of Directors the Code, having consideration of the of its members including the ACC Chair for approval, focusing in particular, changing needs of the organisation. being independent. Mr. Michael Lim, who on changes in accounting policies The BRC Chair actively engages with is also the Chairman of the Singapore and practices, major operating risk the Risk Management team on various Accountancy Commission and the areas and overview of all group risk risks matters as well as the matters to Accounting Standards Council, along on an integrated basis, signifi cant be discussed at each BRC meeting. with the members of the ACC have adjustments resulting from the A Board Risk Field day was organised signifi cant and varied experience and audit, the going concern statement, during the year under review where the background in accounting and fi nancial compliance with accounting standards Board was refreshed on areas such as management related fi elds. as well as compliance with any Singapore Exchange and statutory/ risk governance, risk identifi cation, risk Besides the formal briefi ng to the full regulatory requirements; monitoring and control, risk management Board held twice in FY 2014, the external tools, market compliance, environmental auditors also update the committee d. Review the proposed scope of & social risks, health & safety, the at its quarterly meeting on the changes the Internal Audit function, the Enterprise Risk framework, etc. to accounting standards and performance of the Internal Audit The Committee is assisted by the developments in issues with a direct function, Internal Audit fi ndings and Executive Risk Committee (‘ERC’), which impact on fi nancial statements. the Internal Audit Plan semi–annually; approves large exposures, provides The ACC met six times during the e. Review the internal controls and support in the escalation process for year under review. The ACC has an procedures and ensure co-ordination limit breaches and promotes risk culture established Terms of Reference approved between the external auditors and the Report Corporate Governance & awareness. The ERC comprises by the Board and has explicit authority Company management, reviewing the the Managing Director – Risk, Market to investigate any matter within its terms assistance given by the management Compliance & Internal Audit as its of reference. The key functions of the team to the auditors, and discussing chair and has the Managing Directors ACC are to: problems and concerns, if any, arising of our cocoa, edible nuts and cotton from the interim and fi nal audits, and a. Assist the Board in discharging its businesses, along with the President any matters which the auditors may statutory and other responsibilities of Internal Audit & Assurance as its wish to discuss (in the absence of the on internal controls, fi nancial and members. During the year under review, management where necessary); accounting matters, operational and the BRC carried out a rigorous review compliance controls, and business f. Review and discuss with the external of the Enterprise Risk Scorecard and and fi nancial risk management policies auditors any suspected fraud or engaged Management actively in and systems, and to ensure that a irregularity, or suspected infringement ensuring the adequacy, effectiveness review of the effectiveness of the of any relevant laws, rules or and relevance of the Enterprise Risk same (which may be carried out by regulations, which has, or is likely to Scorecard against the business and the external or internal auditors) is have, a material impact on the Group’s operations of the Group. conducted at least annually; operating results or fi nancial position, and the management’s response to b. Review with the external auditors Audit & Compliance the same; their audit plan, their evaluation of the Committee (ACC) system of internal controls, their audit g. Consider the appointment or report, their management letter, the re-appointment of the external Michael Lim Choo San, Chairman Company management’s response auditors and matters relating to Mark Haynes Daniell (1) and allocation of audit resources resignation or dismissal of the auditors; Narain Girdhar Chanrai according to the key business and h. Review the scope and results of the Robert Michael Tomlin fi nancial risk areas as well as the (1) audit and its cost effectiveness and Wong Heng Tew optimum coverage and efforts between (2) the independence and objectivity of Nihal Kaviratne CBE the external and internal auditors; the external auditors annually; (1) Cessation 30th Oct 2014 (2) Effective 30th Oct 2014

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Olam A/R_Final NCL M Y U Size: 220(W)x297(H)mm-ISO39L U315188 GP1B 30.09.2014 175# C K 2 14-023 i. Review interested party transactions Internal Audit Whistle–Blowing falling within the scope of Chapter 9 The ACC regularly reviews the resource On the recommendation of the ACC and of the SGX Listing Rules for potential adequacy and the effectiveness of the the approval of the Board, the Company conflicts of interest; internal audit function as well as the has formalized a Code of Conduct j. Undertake such other reviews and areas of audit undertaken by the internal for the Company with the objective of projects as may be requested by audit team. During the year under conducting business in compliance our Board of Directors and report to review, the ACC is satisfied that the with the letter and spirit of the law and the Board of Directors its findings team has appropriate standing within other accepted standards of business from time to time on matters arising the Company. The Committee met with conduct and to maximise shareholder and requiring the attention of the ACC; the internal audit team during the year value for its continuing shareholders in an and under review, without the presence of ethical and environmentally sustainable management, to discuss with them any manner. It provides the key standards k. Undertake such other functions and issues of concern. and policies that everyone working in and duties as may be required by statute for the Company should adhere to. This or the Listing Manual, and by such External Auditors Code also encourages and provides a amendments made thereto from time The Committee met with the external channel for employees to report possible to time. auditors during the year under review, improprieties, unethical practices, etc. in The ACC has full access to and without the presence of management, to good faith and confidence without fear cooperation of the Management and discuss with them any issues of concern. of reprisals or concerns. All information full discretion to invite any Director or The ACC also reviewed the nature and and reports are received confidentially executive officer to attend its meetings. extent of all non-audit services performed to protect the identity and the interest The Executive Director for Finance and by the external auditors to establish of all whistle-blowers. Different modes Business Development, President and whether their independence has in any of reporting are provided in the Code Global Head of Corporate Finance, way been compromised as a result. including an internal compliance hotline Managing Director – Risk, Compliance & From the review, the ACC has confirmed and email. To ensure that all incidents Internal Audit, President of Internal Audit that the non-audit services performed that are reported are adequately brought and the external auditors are invited to by the external auditors would not to the notice of the stakeholders attend these meetings. affect their independence. Details of the concerned as well as to initiate corrective fees payable to the external auditors in action, a reporting structure is provided The Company has an Internal Audit respect of audit and non–audit services in detail in the Code. team which together with the external are set out in the notes to financial auditors, reports their findings and statements of this Annual Report. The Internal Controls recommendations independently to the Company has complied with Rule 712, The Company’s internal controls structure ACC. During the year, the ACC reviewed and Rule 715 read with Rule 716 of consists of the policies and procedures the unaudited financial statements of the SGX Listing Manual in relation to established to provide reasonable the Company before the announcement its auditing firms. assurance that the organisation’s related of the financial results and the audited objectives would be achieved. financial statements prior to despatch As a part of good corporate governance to the shareholders. During the year, the practices, the ACC during the year The Standard Operating Procedure ACC along with Management reviewed carried out a review of the external audit (‘SOP’) and Field Operations Manual the adequacy, structure and content of services provided. Taking all relevant (‘FOM’) policies prescribe the process its results announcements to enable factors into consideration, the ACC and documentation requirement for easier interpretation and analysis by its made its recommendation to the all our procurement, grading, sorting, stakeholders. The ACC also reviewed Board, and the Board accepted the processing, storage, transits and the proposed Accounting Policy and recommendation for the re-appointment shipment of our products. Strict Procedures Manual to formalise of the current auditors. adherence to the SOP and FOM is the enterprise-wide practices, policies and key to our control over financial and procedures drawn up by Management operational risks. To ensure that this is with the assistance of the external auditors. happening, we have periodical internal and external audit reviews.

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Olam A/R_Final NCL M Y U Size: 220(W)x297(H)mm-ISO39L U315188 GP1B 30.09.2014 175# C K 2 14-023 To round off the process, we link b. from their review with the risk owners the Internal Audit fi ndings into the of their assessments of the standard Corporate Governance manager’s performance evaluation operating procedures framework, system, to ensure the desired infl uence escalation reporting, breaches and on behaviour. assurance processes, they are satisfi ed with the adequacy and The Company’s Enterprise Risk effectiveness of the Company’s Management (‘ERM’) framework covers risk management and internal Market Risks, Credit & Counter Party control systems. Risks, Operational Risks, Information Risks, Sovereign Risks, Health & Safety Based on the work performed by the Risks, Legal & Regulatory Risks and internal and external auditors, the other tail risks. The Market Compliance internal controls and risk management team puts in place a Market Compliance systems established and reviewed by and Procedures Manual and an annual Management, as well as the regular e-training session to provide guidance reviews undertaken by various to offi cers and employees of the Group Board Committees, the Board, with the who are involved in the trading of concurrence of the ACC, is of the opinion commodity futures contracts and options that the internal controls, addressing on commodity futures contracts on the the fi nancial, operational, information exchanges. The Market Compliance technology and compliance risks of and Procedures Manual is periodically the Company are adequate to meet

reviewed and updated for changes in the needs of the Group in its current Report Corporate Governance exchanges rules and regulations. The business environment. Company has a Risk Committee and Whilst the internal audit and the an independent Risk Control function internal controls systems put in place to measure and monitor Market Risks by Management provide reasonable and Credit & Counter Party Risks. Our assurance against material fi nancial risk management system is outlined on mis-statements or loss, reliability, pages 54 and 55. relevance and integrity of information During the year, an assessment was (including fi nancial information), carried out on the Company’s risk completeness of records, safeguarding management framework, systems and of assets, effectiveness and effi ciency policies and processes including fi nancial, of operations and compliance with operational, compliance and information applicable policies, laws and regulations, technology controls. it is opined that such assurance cannot be absolute in view of the inherent The Board has received assurance from limitations of any internal audit and the CEO/Group Managing Director and internal controls systems against the the Executive Director for Finance and occurrence of signifi cant human and Business Development that: system errors, poor judgment in a. the fi nancial records have been decision-making, losses, fraud or properly maintained and the fi nancial other irregularities. statements give a true and fair view of the Company’s operations and fi nances; and

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Olam A/R_Final NCL M Y U Size: 220(W)x297(H)mm-ISO39L U315188 GP1B 30.09.2014 175# C K 2 14-023 Principle 13: accounting, administrative, computing a. To review and recommend financial and other operational activities. An strategies, policies, gearing and Internal Audit internal compliance monitoring system financial risks, new business risks, and was developed as a self–assessment capital structure of the Company; The internal audit function is established tool for monitoring the performance of b. To review and recommend equity to support the Governance Process and the business units on key control aspects capital raising plans; provide a source of confidence to both and processes. Management and the ACC that there is c. To review and recommend debt The ACC reviews the proposed sound managerial control over all aspects capital raising plans and significant scope of the Internal Audit function, of the operations of Olam including banking arrangements; the performance of the Internal Audit statutory compliances, accounting, asset function, internal audit findings and d. To review investment policy guidelines management and control systems. management response and the and capital expenditure plans; The Managing Director – Risk, Market Internal Audit Plan semi-annually. It e. To review and assess the adequacy Compliance & Internal Audit and ensures that no limitation on audit has of foreign currency management; President of Internal Audit & Assurance been interposed. The Internal Audit’s reports directly to the Chairman of the summary of findings, recommendations f. To review and recommend ACC and administratively to the CEO of and actions taken are reviewed and on mergers, acquisitions and the Company. The Internal Audit team discussed at the ACC meetings. divestments; comprised of members with the relevant The ACC is assisted in the discharge g. To evaluate periodically the qualifications and experience and of this function by the Executive Audit performance of the businesses in specialised audits may be outsourced Committee (‘EAC’). The EAC has the relation to the capital allocated; and to reputable accounting/auditing firms. Managing Director – Risk, Market h. To review and recommend the Internal Audit is carried out according Compliance & Internal Audit as its chair Annual Budget. to the standards set by nationally or and the Managing Director – Africa & internationally recognised professional The committee has access to any Middle East, the President of Internal bodies including the Standards for the member of the Management team in their Audit & Assurance and the President of Professional Practice of Internal Auditing review of investments and divestments, Finance & Accounts as its members. set by The Institute of Internal Auditors. and actively engages the Management The Internal Audit team has full, free team and consultants when deliberating and unrestricted access at all times Capital & Investment any investment and divestment proposal. to all books, personnel, documents, Committee (CIC) During the year, the CIC reviewed its accounts, property, vouchers, records, Terms of Reference and the existing correspondence and other data of the Sanjiv Misra, Chairman policy governing authority limit of Company. The Internal Auditors also R. Jayachandran the committee and CEO. have the right, to enter any premises Kwa Chong Seng (1) of the Group and to request any officer Narain Girdhar Chanrai to furnish all information and such Jean-Paul Pinard Corporate Responsibility & explanations deemed necessary for Sunny Verghese Sustainability Committee them to form an opinion on the probity Shekhar Anantharaman (CRSC) of action, adequacy of systems and/or Robert Michael Tomlin (2) of controls. Jean-Paul Pinard, Chairman (1) Effective 30th Oct 2014 Robert Michael Tomlin The scope of the Internal Audit carried (2) Cessation 30th Oct 2014 Shekhar Anantharaman out by the Internal Audit Team is Narain Girdhar Chanrai (1) comprehensive to enable the effective Nihal Kaviratne CBE (2) and regular review of all operational, The CIC met every quarter and as and Mark Haynes Daniell (2) financial and related activities. The when required either by way of physical Internal Audit coverage extends to (1) Effective 30th Oct 2014 meetings or via telephone conference. (2) Cessation 30th Oct 2014 all areas of the Company and its The CIC is governed by an established controlled entities and includes financial, Terms of Reference and has oversight of the following matters:

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Olam A/R_Final NCL M Y U Size: 220(W)x297(H)mm-ISO39L U315188 GP1B 30.09.2014 175# C K 2 14-023 At Olam, we believe that profi table operations, the Chairman of the CRSC The Investor Relations department has

growth needs to be combined with a visited some of the Company’s global lead responsibility in achieving these Corporate Governance way of doing business. At its heart, it operations during the year along with outcomes with the active involvement involves creating value in an ethical, members of the Management team, of the CEO and Executive Director, socially responsible and environmentally to gain deeper insights into the CR&S Finance and Business Development sustainable basis – we have called this activities on the ground. and in consultation with the Corporate ‘Growing Responsibly’. Affairs department on fi nancial reporting The CRSC met three times during the and the Corporate Responsibility year. The Terms of Reference of this Principle 14: and Sustainability department on committee includes: Shareholder Rights Environmental, Social and Governance issues. a. To review and recommend to the Board the CR&S vision and strategy for the Group; Principle 15: Delivering quality and Communication with timely information in a b. To oversee the integration of CR&S Shareholders transparent manner perspectives into the Company’s With the above objectives in mind, strategy and businesses; from FY2014 onwards we introduced c. To review global CR&S issues and Principle 16: a quarterly Management Discussion trends and assess their potential Conduct of and Analysis (MD&A) statement, which impact on the Group; includes a business commentary, key Shareholder Meetings operational and fi nancial highlights as d. To monitor implementation, through well as a detailed review of the fi nancial Report Corporate Governance the Executive CR&S committee, the performance. In order to track and strategy as well as the policies and Enhancing investor measure progress against our targets investments in the CR&S area; communication: A key priority At Olam, we believe it is important as stated in the Strategic Plan, we also e. To review the progress made on for us to communicate our business, introduced new key fi nancial metrics. various initiatives; strategic developments, fi nancial and Besides enhancing the quality of our f. To support Management’s response non–fi nancial information to shareholders, fi nancial information, we aim to deliver to crisis, where required; investors, analysts (collectively referred such information to the investing to as the investing community) and key g. To review the Company’s annual community and key intermediaries intermediaries (including fi nancial media, Corporate Responsibility & in a timely manner. We hold media brokers and independent research Sustainability Report and its Livelihood and analysts conferences quarterly to organisations) who provide research Charter; and announce our fi nancial and operating and information on the Company. results. These quarterly results briefi ngs h. To review the adequacy of the Concurrently, we aim to understand are webcast live to cater to global CR&S function. their perspectives and requirements audiences. (The full fi nancial statements, The CRSC engages the Executive CR&S for decision-making and improve the press releases, MD&A and presentation committee comprising of Gerry Manley, two-way process. materials provided at the conferences Managing Director for Cocoa, Sugar In the Strategic Plan for FY2014–2016, are disseminated through the SGXNET & Natural Sweeteners and Chris Brett, one of the four key priorities is to promote onto the SGX–ST website outside trading Senior Vice President and Head of a better understanding of Olam’s hours. The same are also uploaded Corporate Responsibility & Sustainability, business by enhancing stakeholder onto the Company’s website and in the formulation and implementation of communication. To achieve this, we will: disseminated by email to subscribers various sustainability policies and projects. of our news alerts.) 1. Supplement our existing company The committee actively monitors disclosure with details on investment In addition to these quarterly events, we corporate responsibility and sustainability performance; hold media and analysts conferences issues and the report by Management and teleconference calls to communicate 2. Set up a calendar of investor days and on such issues in the Company’s pursuit important corporate developments. Such fi eld visits to Olam’s operational sites of various investments. As part of the media and analysts conferences are also globally; and CRSC vigorous engagement in corporate webcast live. responsibility and sustainability matters 3. Improve the structure and content of concerning the Group’s business and our results announcements to facilitate better understanding and analysis.

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Olam A/R_Final NCL M Y U Size: 220(W)x297(H)mm-ISO39L U315188 GP1B 30.09.2014 175# C K 2 14-023 Engaging the investing In Singapore, we hold investment it does not neglect its relations with the community roadshows and attend investment smaller employee and retail shareholders. Apart from these forums, we hold conferences on a selective basis. We keep our employee shareholders frequent dialogues through meetings, Investment roadshows or conferences in informed of our Company’s performance telephone and video conference calls other major, targeted investing countries, and investor relations activities via with the investing community and such as Hong Kong, Malaysia, UK, our employee intranet and employee organise investor days to facilitate Continental Europe and the USA, are communications programmes. Interaction their understanding of the Company’s also scheduled along with these activities with retail investors are facilitated by the business model and growth strategies. to reach out to shareholders and shareholder communication services prospective investors in these locations. of the Securities Investors’ Association We aim to reach out to a broad spectrum (‘SIAS’) of Singapore. of investors across the globe as part of Where necessary, the frequency of our efforts to achieve a geographically conducting such roadshows and Tracking changes in the diversified shareholder base. As part of attending investment conferences this aim, we actively engage analysts may increase to meet the Company’s shareholder base and interaction with the objective of extending research requirements to communicate important with the investing community coverage and thereby our reach to key messages and address We track and monitor changes in our investors. As of end FY2014, 16 research market concerns. shareholder base monthly so that we may approach and engage shareholders institutions cover Olam. We actively The calendar of investor relations who have come up on the register, as and continuously engage other leading activities for FY2014 is given below. international, local and independent well as sellers of the stock to understand Apart from these scheduled research firms to initiate coverage their reasons for the exit. programmes, the Investor Relations on our stock. We maintain an active electronic department periodically receives database of the investing community, Investment roadshows are held regularly investor/analyst requests for meetings or which allows us to target investors and on an ongoing basis to meet the conference calls to discuss the Company. track every investor meeting so that we investing community. We believe these Generally, we accede to all requests can measure the frequency and quality roadshows enhance the visibility of for meetings/calls where our schedule of each interaction. This system also Olam among diverse groups of investors permits, provided these meetings/calls enables us to deliver our Company and provide the investing community do not fall within the closed periods prior results and announcements to the with access to the Management team, to the announcement of financial results. thereby addressing their concerns and investing community electronically at the While Olam actively pursues an outreach helping them to better understand our same time as these are disseminated programme to institutional investors who business environment, business model through the SGXNET so that investors account for the largest percentage of and growth potential. have access to our information on a the Company’s public shareholder base, timely basis. As the internet, social media and other

Date Event electronic means of communication have become more accessible, we continue 2 July 2013 DBS The Pulse of Asia Conference, Singapore to leverage such means to achieve a 12–13 September 2013 Goldman Sachs Global Commodities Conference, Singapore greater and faster reach to the investing 24 September 2013 CLSA Investors’ Forum, Hong Kong community and facilitate their research by 30 September 2013 Investor Day – Grains and Packaged Foods, Singapore providing online easy-to-access financial 14–18 October 2013 Analysts’ Field Visit to Nigeria and Gabon and non-financial information, resources 26–27 January 2014 Nomura ASEAN All Access Conference, Singapore and tools. 12 June 2014 Citi ASEAN Investor Conference, Singapore 25 June 2014 Debt Non-deal Roadshow, Hong Kong 26 June 2014 OSK DMG ASEAN Corporate Day, Singapore

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Olam A/R_Final NCL M Y U Size: 220(W)x297(H)mm-ISO39L U315188 GP1B 30.09.2014 175# C K 2 14-023 Obtaining and acting on feedback voting system. The results of all votes review the best practices in the dealing from the investing community cast for and against in respect of each of securities by directors, executives Corporate Governance We conduct investor perception surveys resolution are instantaneously displayed and employees. The ESDC is chaired to seek the investing community’s at the meeting and announced to the by Ranveer Singh Chauhan with V. feedback on the Company. The study SGX–ST immediately following the AGM. Srivathsan as the co-chair and Joydeep we initiated in FY2013 to support our Voting in absentia by mail or electronic Bose, N. Muthukumar and Sriram 2013 Strategy Review continued through means requires careful study and is only Subramanian as its members. The FY2014 to track the past and current feasible if there is no compromise to ESDC reports to the CEO. either the integrity of the information and/ sentiments of the investing community. Through the ESDC, the Company has or the true identity of the shareholder. issued a policy on dealings in securities Encouraging greater Detailed minutes of the AGM are of the Company in line with the SGX shareholder participation at prepared and are available to Listing Rules to its Directors and Annual General Meetings (AGM) shareholders upon their request. employees setting out the implications We regard the AGM as an opportunity to of insider trading and guidance on such communicate directly with shareholders. Accolades dealings. The policy provides that the We are committed to efforts to establish Most transparent company Company, its Directors and employees more effective ways of communicating Olam was named the runner–up of the undertake not to deal in the Company’s with our shareholders around the AGM. 14th SIAS Investors’ Choice Award – securities at any time after a price Shareholders are informed of these Most Transparent Company Award 2013 sensitive development has occurred, meetings through notices published in – in the Food & Beverages category or has been the subject of a decision, the newspapers or through circulars. for its outstanding efforts in improving until the price sensitive decision has

To encourage more shareholder Report Corporate Governance transparency standards. SIAS had been publicly announced. Directors participation, our AGMs are held in appointed Singapore Management and employees are discouraged from Singapore’s city centre that is easily University, Sim Kee Boon Institute to short-term speculative trading in accessible by most shareholders. conduct a research using the Singapore the Company’s securities; personal Board members including the Chairman Corporate Governance Index (SCGI), a investment decisions should be geared of the Audit & Compliance Committee, balanced weighted index which covers towards long-term investment. In the Human Resource & Compensation fi ve aspects in accordance with OECD particular the Company, its Directors and Committee and the Governance principles as stage 1 selection process. executives will not deal in the Company’s & Nomination Committee and key Companies were then short-listed in securities during the following period: executives of the Senior Management their respective industry classifi cation a. commencing two weeks prior team attend the AGM. Our external benchmark sub-sector, followed by to making public of the quarterly auditors are also present at the AGM a stage 2 nomination from fi nancial fi nancial results and ending at the to assist the Directors in addressing journalists, analysts, fund managers and close of trading on the date of the shareholders’ queries. retail investors represented by SIAS. announcement of the relevant We treat shareholder issues, particularly The selection committee comprised of results; and senior fi nancial journalists, brokers, those that require shareholders’ approval, b. commencing one month prior to fund managers and SIAS. such as the re-election of Directors and making public the annual fi nancial approval of Directors’ fees, as distinct Securities Transactions results and ending at the close subjects and submit them to the AGM of trading on the date of the The Company is committed to as separate resolutions. announcement of the transparency, fairness and equity in In support of greater transparency and relevant results. dealing with all shareholders and in toward an effi cient voting system, the ensuring adherence to all laws and In keeping with the policy, Directors, Company has been conducting electronic regulations that govern a company listed executives and employees of the poll voting since 2011. Shareholders who and trading on the Singapore Exchange Company are notifi ed of close periods are present in person or represented at Securities Trading Limited (‘SGX–ST’). for dealing in the Company’s securities. the meeting will be entitled to vote on a The Employee Share Dealing Committee one-share, one-vote basis on each of the (‘ESDC’) was set up to formulate and resolutions by poll, using an electronic

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Olam A/R_Final LLL M Y U Size: 220(W)x297(H)mm-ISO39L U315188 GP1B 01.10.2014 175# C K 3 14-023 Voluntary General Offer So as not to prejudice the Directors Material Contracts On 14 March 2014, Credit Suisse and employees of the Company and to There was no material contracts entered (Singapore) Limited, DBS Bank Ltd. enable them to participate in the Offer, into by the Company or any of its and United Overseas Bank Limited the closed dealing period in connection subsidiaries involving the interests of any announced for and on behalf of with its third quarter ended 31 March Director or controlling shareholder. Breedens Investments Pte. Ltd., the 2014 unaudited financial results issued proposed voluntary conditional cash on 15 May 2014 was waived under the Interested Person Transactions offer (the ‘Offer’) for (i) all the ordinary policy on dealings in securities. Directors The Company has established shares in issue in the capital of the and employees were permitted to tender procedures to ensure that all transactions Company, (ii) new Shares unconditionally their shares, convertible bonds and with interested persons are reported on issued or to be issued pursuant to the warrants in acceptance of the Offer; and a timely manner to the ACC and that valid conversion of the Convertible share option holders were permitted to the transactions are carried out on a Bonds (as defined herein), and (iii) new exercise their options in acceptance of normal commercial terms and will not Shares unconditionally issued or to be the Offer but excluding any exercise of be prejudicial to the interests of the issued pursuant to the valid exercise options which will result in the immediate Company and its minority shareholders. of the options granted under the Olam sale of the resultant shares. The Company’s disclosure in respect of Employee Share Option Scheme. interested person transactions for the financial year ended 30 June 2014 are as follows:

Name of interested person Aggregate value of all interested person Aggregate value of all interested person transactions (excluding transactions less than transactions conducted under shareholders’ $100,000 and transactions conducted under mandate pursuant to Rule 920) shareholders’ mandate pursuant to Rule 920) Chanrai Nigeria Limited $1,248,193.00 Not applicable – the Company does not have a shareholders’ mandate under Rule 920

Singapore Telecommunications Limited $1,088,772.81 Neptune Orient Line Limited: $779,819.37 • APL Co. Pte.Ltd • APL (India) Private Limited • APL-NOL (Vietnam) Ltd Total $3,116,785.18

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Olam A/R_Final NCL M Y U Size: 220(W)x297(H)mm-ISO39L U315188 GP1B 30.09.2014 175# C K 2 14-023 Key Information Regarding Directors

Rangareddy Jayachandran Academic & Professional Qualifi cation(s): Non-Executive Chairman Bachelor of Economics, University of London Corporate Governance Date of fi rst appointment as a Director: 4 July 1995 Directorship in Other Listed Company: Date of appointment as Chairman: 11 February 2006 Nil Date of last re-election as a Director: 30 October 2013 Date of next re-appointment as a Director: 30 October 2014 Other Principal Commitments: Age as at 30 June 2014: 70 Kewalram Singapore Limited (Managing Director) Length of service as a Director: 19 years (as at 30 June 2014) Afri Ventures Ltd (Non-executive Director) Eco Oils Ltd (Non-executive Director) Board committee(s) served on: Capital & Investment Committee (Member) Major Appointments (other than Directorships): Governance & Nomination Committee (Member) Kewalram Chanrai Foundation (Trustee) Human Resource & Compensation Committee (Member) Jaslok Hospital & Research Centre (Trustee)

Academic & Professional Qualifi cation(s): Directorship in other listed company held over the preceding Bachelor of Commerce, University of Madras three years: Institute of Chartered Accountants of India Nil Advanced Management Program, Harvard University

Directorship in Other Listed Company: Michael Lim Choo San Redington India Ltd (Non-Executive Director) Non-Executive and Lead Independent Director Date of fi rst appointment as a Director: 24 September 2004 Other Principal Commitments: Date of last re-election as a Director: 28 October 2011

Aquarius Investment Advisors Pte Ltd (Executive Chairman) Key Information Regarding Directors Date of fi rst appointment as lead independent Director: May 2010 Kewalram Singapore Limited (Non-Executive Director) Napier Healthcare Solutions Pte Ltd (Executive Chairman) Date of next re-election as a Director: 30 October 2014 Napier Healthcare Solutions (India) Ltd (Non-Executive Chairman) Age as at 30 June 2014: 67 Kewalram Chanrai Holdings Limited (Non-Executive Director) Length of service as a Director: 9 years and 9 months (as at 30 June 2014) Major Appointments (other than Directorships): Hindu Endowments Board (Chairman) Board committee(s) served on: Singapore High Commissioner to Mauritius (Non Resident) Audit & Compliance Committee (Chairman) ASPIRE Steering Committee, Ministry of Education Governance & Nomination Committee (Chairman) – Applied Study in the Polytechnics and ITE Review Risk Committee (Member) Directorship in other listed company held over the preceding Academic & Professional Qualifi cation(s): three years: Bachelor of Commerce & Administration, Nil Victoria University of Wellington, New Zealand Chartered Accountant, New Zealand Past Key Appointment: Fellow, Institute of Certifi ed Public Accountants of Singapore National Heritage Board (Member) Directorship in other Listed Company: Narain Girdhar Chanrai Nomura Holdings Inc, Japan (Non-Executive Director) Non-Executive Director Other Principal Commitments: Date of fi rst appointment as a Director: 4 July 1995 Land Transport Authority (Chairman) Date of last re-election as a Director: 28 October 2011 Nomura Singapore Limited (Chairman) Date of next re-election as a Director: 30 October 2014 Major Appointments (other than Directorships): Age as at 30 June 2014: 66 Accounting Standards Council (Chairman) Length of service as a Director: 19 years (as at 30 June 2014) Singapore Accountancy Commission (Chairman) Public Service Commission (Member) Board committee(s) served on: Audit & Compliance Committee (Member) Directorship in other listed company held over the preceding Capital & Investment Committee (Member) three years: Governance & Nomination Committee (Member) Chemoil Energy Limited Governance & Nomination Committee (Member) (Stepping down on 30 Oct 2014) Past Key Appointments: PricewaterhouseCoopers, Singapore (Executive Chairman) Corporate Responsibility & Sustainability Committee National Healthcare Group Pte Ltd (Chairman) (Appointed with effect from 30 Oct 2014) Legal Service Commission (Member) PSA International Pte Ltd (Director) Nanyang Technological University (Trustee)

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Olam A/R_Final NCL M Y U Size: 220(W)x297(H)mm-ISO39L PMS8400c U315188 GP1B 30.09.2014 175# C K 2 14-023 Robert Michael Tomlin Directorship in Other Listed Company: Non-Executive and Independent Director Sacoven PLC (Chairman) Date of first appointment as a Director: 24 September 2004 Other Principal Commitments: Date of last re-election as a Director: 30 October 2013 The Cuscaden Group Pte Ltd (Chairman) Age as at 30 June 2014: 69 Aquarius Investment Advisors Pte Ltd (Vice Chairman) Raffles Family Wealth Trust Pte Ltd (Executive Chairman) Length of service as a Director: 9 years and 9 months Tiryaki Agro Gida San. Ve Tic.A.S. (Non-Executive Director) (as at 30 June 2014) Major Appointments: Board committee(s) served on: Landon Corporativo (Advisory Board) Risk Committee (Chairman) Diagenics SE (Business Advisory Board) Audit & Compliance Committee (Member) Capital & Investment Committee (Member) Directorship in other listed company held over the preceding (stepping down on 30 Oct 2014) three years: Corporate Responsibility & Sustainability Committee (Member) Nil Academic & Professional Qualification(s): Bachelor in Modern Language, Downing College Cambridge Wong Heng Tew Business Management Graduate, Harvard Business School Non-Executive and Independent Director Directorship in Other Listed Company: Date of first appointment as a Director: 10 October 2003 Nil Date of last re-election as a Director: 31 October 2012 Other Principal Commitments: Date of next re-election as a Director: Stepping down as Director Lepercq de Neuflize Asia Pte Ltd (Vice Chairman) on 30 October 2014 Dane Court Pte Ltd (Executive Director) Age as at 30 June 2014: 62 Lasalle College for the Arts Limited (Non-Executive Director) Length of service as a Director: 10 years and 8 months Major Appointments (other than Directorships): (as at 30 June 2014) DesignSingapore Council (Chairman) Board committee(s) served on: Singapore Management University (Trustee) Audit & Compliance Committee (Member) Singapore Repertory Theatre (Chairman) Governance & Nomination Committee (Member) Yong Siew Toh Conservatory (Governor) Human Resource & Compensation Committee (Member) Directorship in other listed company held over the preceding Academic & Professional Qualification(s): three years: Bachelor of Engineering, University of Singapore Nil Program for Management Development, Harvard Business School Past Key Appointments: Directorship in Other Listed Company: Mediacorp Pte Ltd (Director) Vietnam Growth Fund Limited (Non-Executive Director) Aviva Ltd (Director) Aviva Life Insurance Co. Ltd (Director) Other Principal Commitments: Mercatus Co-operative Limited (Non-Executive Director) Heliconia Capital Management Pte Ltd (Non-Executive Director) Mark Haynes Daniell NTUC Fairprice Co-operative Limited (Non-Executive Director) Non-Executive and Independent Director Industrial & Services Co-Operative Society Ltd Date of first appointment as a Director: 31 October 2002 (Non-Executive Director) Date of last re-election as a Director: 31 October 2012 ASEAN Potash Mining Public Company Limited (Non-Executive Director) Date of next re-election as a Director: Stepping down as Director Asean Bintulu Fertilizer Sdn Bhd (Non-Executive Director) on 30 October 2014 Age as at 30 June 2014: 59 Major Appointments (other than Directorships): Length of service as a Director: 11 years and 8 months Nil (as at 30 June 2014) Directorship in other listed company held over the preceding three years: Board committee(s) served on: Nil Human Resource & Compensation Committee (Chairman) Audit & Compliance Committee (Member) Past Key Appointments: Governance & Nomination Committee (Member) Certis Cisco Security Pte Ltd (Director) Corporate Responsibility & Sustainability Committee (Member) Surbana Fund Management Pte Ltd (Director) Surbana Township Development Fund Pte Ltd (Director) Academic & Professional Qualification(s): Surbana Corporation Pte Ltd (Director) Bachelor’s Degree, Amherst College Bachelor’s and Masters Degrees in Jurisprudence, University College, Oxford University Juris Doctor Degree, Harvard Law School Qualified Attorney in the Commonwealth of Massachusetts

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Olam A/R_Final NCL M Y U Size: 220(W)x297(H)mm-ISO39L U315188 GP1B 30.09.2014 175# C K 2 14-023 Jean-Paul Pinard Sunny George Verghese Non-Executive and Independent Director Executive Director Corporate Governance Date of fi rst appointment as a Director: 29 October 2008 Group Managing Director and Chief Executive Offi cer Date of last re-election as a Director: 30 October 2013 Date of fi rst appointment as a Director: 11 July 1996 Age as at 30 June 2014: 64 Date of last re-election as a Director: 30 October 2013 Length of service as a Director: 5 years and 8 months Age as at 30 June 2014: 54 (as at 30 June 2014) Length of service as a Director: 18 years (as at 30 June 2014) Board committee(s) served on: Board committee(s) served on: Corporate Responsibility & Sustainability Committee (Chairman) Capital & Investment Committee (Member) Capital & Investment Committee (Member) Risk Committee (Member) Human Resource & Compensation Committee (Member) Academic & Professional Qualifi cation(s): Academic & Professional Qualifi cation(s): Postgraduate Degree in Business Management, Indian Institute PhD in Economics, University of California of Management, Ahmedabad Diplome d’Ingenieur, Ecole Polytechnique Paris Advanced Management Program, Harvard Business School Directorship in Other Listed Company: Directorship in Other Listed Company: Nil Société SIFCA (Non-Executive Director) Other Principal Commitments: Other Principal Commitments: Nil Nil Major Appointments (other than Directorships): Major Appointments (other than Directorships): Nil Human Capital Leadership Institute (Chairman)

Directorship in other listed company held over the preceding Directorship in other listed company held over the preceding Key Information Regarding Directors three years: three years: Yantai Changyu Pioneer Wine Company Limited (Director) PureCircle Limited (Non-Executive Director) Past Key Appointments: Sanjiv Misra Cityspring Infrastructure Management Pte Ltd (Chairman) Non-Executive and Independent Director International Enterprise Singapore (Chairman) National University of Singapore (Trustee) Date of fi rst appointment as a Director: 1 November 2013 Date of last re-election as a Director: Not Applicable Date of next re-election as a Director: 30 October 2014 Shekhar Anantharaman Age as at 30 June 2014: 54 Executive Director Length of service as a Director: 7 months (as at 30 June 2014) Date of fi rst appointment as a Director: 1 April 1998 Date of last re-election as a Director: 28 October 2011 Board committee(s) served on: Capital & Investment Committee (Chairman) Date of next re-election as a Director: 30 October 2014 Human Resource & Compensation Committee (Member) Age as at 30 June 2014: 51 Risk Committee (Member) Length of service as a Director: 16 years (as at 30 June 2014) Academic & Professional Qualifi cation(s): Board committee(s) served on: Bachelor’s Degree in Economics, St Stephen’s College, Capital & Investment Committee (Member) University of Delhi, India Corporate Responsibility & Sustainability Committee (Member) Postgraduate Degree in Management, University of Delhi, Academic & Professional Qualifi cation(s): Indian Institute of Management, Ahmedabad Bachelor Degree in Aeronautical Engineering, Master in Management, JL Kellogg Graduate School of Panjab University, India Management, Northwestern University Postgraduate Degree in Business Management, Directorship in Other Listed Company: Panjab University, India Edelweiss Financial Services Ltd (Independent Director) Advanced Management Program, Harvard Business School OUE Hospitality Trust Management Pte. Ltd. (Independent Director) Directorship in Other Listed Company: OUE Hospitality REIT Management Pte. Ltd. (Independent Director) Nil Other Principal Commitments: Other Principal Commitments: Phoenix Advisers Pte. Ltd. (President and Director) Nil Edelweiss Capital (Singapore) Pte Ltd (Independent Director) Major Appointments (other than Directorships): Major Appointments (other than Directorships): Nil Singapore Management University (Trustee) National University Health System (Board Member) Directorship in other listed company held over the preceding three years: Directorship in other listed company held over the preceding Nil three years: Dart Energy Ltd (ASX listed)

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Olam A/R_Final NCL M Y U Size: 220(W)x297(H)mm-ISO39L U315188 GP1B 30.09.2014 175# C K 2 14-023 Kwa Chong Seng Nihal Vijaya Devadas Kaviratne CBE Deputy Chairman Non-Executive and Independent Director Non-Executive and Independent Director Date of first appointment as a Director: 1 October 2014 Date of first appointment as a Director: 1 October 2014 Date of last re-election as a Director: Not Applicable Date of appointment as Deputy Chairman: 1 October 2014 Date of next re-appointment as a Director: 30 October 2014 Date of last re-election as a Director: Not Applicable Age as at 30 June 2014: 70 Date of next re-election as a Director: 30 October 2014 Board Committee(s) served on with effect from 30th Oct 2014: Age as at 30 June 2014: 67 Audit & Compliance Committee (Member) Board Committee(s) served on with effect from 30th Oct 2014: Corporate Responsibility & Sustainability Committee (Member) Human Resource & Compensation Committee (Chairman) Academic & Professional Qualification(s): Capital & Investment Committee (Member) Bachelor of Arts, Economics (Honours), Governance & Nomination Committee (Member) Bombay University, India Academic & Professional Qualification(s): Directorship in Other Listed Company: Bachelor of Engineering (Mechanical), University of Singapore Akzo Nobel India Limited (Chairman) Fellow of the Academy of Engineering Singapore DBS Group Holdings Ltd (Director) GlaxoSmithKline Pharmaceuticals Ltd (Director) Directorship in Other Listed Company: SATS Ltd (Director) Neptune Orient Lines Limited (Chairman) StarHub Ltd (Director) Singapore Technologies Engineering Ltd (Chairman) Singapore Exchange Ltd (Lead Independent Director) Other Principal Commitments: DBS Bank Ltd (Director) Other Principal Commitments: DBS Foundation Ltd (Director) APL Co. Pte Ltd (Chairman) TVS Motor (Singapore) Pte. Limited (Director) APL Logistics Ltd (Chairman) Wildlife Reserves Singapore Pte Ltd (Director) APL (Bermuda) Ltd. (Chairman) PT TVS Motor Company (President Commissioner) Automar (Bermuda) Ltd. (Chairman) Bain & Company SE Asia, Inc (Member, Advisory Board for APL Limited (Chairman) South East Asia/Indonesia) NOL Liner (Pte.) Ltd. (Chairman) Seatown Holdings Pte Ltd (Director) Major Appointments (other than Directorships): Delta Topco Limited (Director) Private Sector Portfolio Advisory Committee in India of the UK Fullerton Fund Management Company Ltd (Chairman) Government’s Department for International Singapore Technologies Holdings Pte Ltd (Director) Development (Member) Major Appointments (other than Directorships): Directorship in other listed company held over the Public Service Commision, Singapore (Deputy Chairman) preceding three years: Defence Science and Technology Agency (Board Member) Titan Company Limited (Director) Directorship in other listed company held over the preceding three years: DBS Bank (Hong Kong) Ltd (Chairman) DBS Bank Ltd DBS Group Holdings Ltd Esso China Inc. (Chairman and President) ExxonMobil Asia Pacific Pte Ltd (Chairman and Managing Director) ExxonMobil Oil Singapore Pte Ltd Sinopec SenMei (Fujian) Petroleum Co. Ltd Temasek Holdings Pte Ltd (Deputy Chairman)

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Olam A/R_Final NCL M Y U Size: 220(W)x297(H)mm-ISO39L U315188 GP1B 30.09.2014 175# C K 2 14-023 Corporate Information

Board of Directors Wong Heng Tew* Sunny George Verghese

Narain Girdhar Chanrai Shekhar Anantharaman Corporate Governance Non-Executive Chairman Nihal Vijaya Devadas Kaviratne CBE Rangareddy Jayachandran Risk Committee Deputy Chairman & Non-Executive Governance & Robert Michael Tomlin (Chairman) and Independent Director Nomination Committee Michael Lim Choo San Kwa Chong Seng Michael Lim Choo San (Chairman) Sanjiv Misra Rangareddy Jayachandran Sunny George Verghese Lead Independent Director Kwa Chong Seng Michael Lim Choo San Narain Girdhar Chanrai* Corporate Responsibility Non-Executive and Mark Haynes Daniell* & Sustainability Committee Independent Directors Wong Heng Tew* Jean-Paul Pinard (Chairman) Robert Michael Tomlin Mark Haynes Daniell* Mark Haynes Daniell Human Resource & Robert Michael Tomlin Wong Heng Tew Compensation Committee Shekhar Anantharaman Jean-Paul Pinard Mark Haynes Daniell (Chairman)* Nihal Vijaya Devadas Kaviratne CBE Sanjiv Misra Kwa Chong Seng (Chairman) Narain Girdhar Chanrai Nihal Vijaya Devadas Kaviratne CBE Rangareddy Jayachandran Jean-Paul Pinard Company Secretary Non-Executive Director Wong Heng Tew* Narain Girdhar Chanrai Yoo Loo Ping Sanjiv Misra Executive Directors Auditors Capital & Investment Committee Sunny George Verghese (Group MD & CEO) Ernst & Young LLP Shekhar Anantharaman Sanjiv Misra (Chairman) One Raffl es Quay Rangareddy Jayachandran North Tower, Level 18 Audit & Compliance Committee Kwa Chong Seng Singapore 048583 Corporate Information Michael Lim Choo San (Chairman) Narain Girdhar Chanrai Robert Michael Tomlin Robert Michael Tomlin* Partner-in-charge (since FY2013): Mark Haynes Daniell* Jean-Paul Pinard Vincent Toong *Stepping down on 30 October 2014

Executive Committee Head Offi ce Sunny George Verghese Vivek Verma Olam International Limited Sridhar Krishnan Ashok Krishen 9 Temasek Boulevard Shekhar Anantharaman Ashok Hegde #11-02 Suntec Tower Two, Jagdish Achleshwar Prasad Parihar Venkataramani Srivathsan Singapore 038989 Gerard Anthony Manley Ranveer Singh Chauhan Tel: (65) 6339 4100 Fax: (65) 6339 9755

Management Committee Registered Offi ce/Share Registrar 50 Raffl es Place, Sunny George Verghese Devashish Chaubey Ravi Pokhriyal Sridhar Krishnan Gagan Gupta Ray Steitz #32-01 Singapore Land Tower, Shekhar Anantharaman Girish Nair Rishi Kalra Singapore 048623 Jagdish Parihar Greg Estep Sachin Sachdev Tel: (65) 6536 5355 Fax: (65) 6536 1360 Gerard Manley Hank Gray Sameer Patil Vivek Verma Jagdish Parihar Sandeep Daga Principal Bankers Ashok Krishen Jayant Parande Sandeep Hota Ashok Hegde Joe Kenny Sandeep Kumar Jain Australia and New Zealand Venkataramani Srivathsan Joydeep Bose Saurabh Mehra Banking Group Limited Ranveer Singh Chauhan Juan Antonio Rivas Sathyamurthy Mayilswamy Banco Bilbao Vizcaya Argentaria S.A Abhishek Sahai Kaushal Khanna Sanjay Sacheti Alain Edmond Fredericq Keshav Chandra Suresh Shankar Rao Barclays Bank PLC Amit Khirbat Mahesh Menon Shankar Athreya BNP Paribas Amit Manikchand Agrawal Manish Dhawan Sivaswami Pattamadai Commerzbank AG Amit Suri Manvinder Singh Raghavan Credit Suisse AG Anupam Gupta Michael Symth Sridhar Krishnan Anupam Jindel Moochikal Ramesh Srinivasan Venkita DBS Bank Ltd Aravind VR Mukul Mathur Padmanabhan ING Bank N.V. Arouna Coulibaly Munish Minocha Sriram Subramanian JPMorgan Chase Bank, N.A. Arun Sharma Neelamani Muthukumar Stephen Driver National Australia Bank Ashish Govil Partheeban Theodore Supramaniam Ramasamy Azeez Abdul Syed Prakash Jhanwer Suresh Ramamurthy Natixis Bob Dall’Alba Prakash Kanth Suresh Sundararajan Oversea-Chinese Banking Corporation Limited Brijesh Krishnaswamy Premender Sethi Tejinder Saraon Rabobank International Charles Davis Raj Kanwar Singh Thiagaraja Manikandan S Standard Chartered Bank Chris Brett Raj Vardhan Thomas Gregersen Chris Thompson Raja Saoud Vasanth Subramanian The Bank of Tokyo-Mitsubishi-UFJ, Ltd Damien Houlahan Rajeev Kadam Vibhu Nath The Hongkong and Shanghai Dave de Frank Rajeev Raina Vinayak Narain Banking Corporation Limited Darshan Banubhai Raiyani Ramanarayanan Mahadevan Vipan Kumar The Royal Bank of Scotland Plc David Watkins Ramesh Sundaresan Deepak Kaul Ranjan Naik United Overseas Bank

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Our Annual Report 2014 presents an In addition, we report our financial performance on the various value chain initiatives across three value chain segments overview of the Company (Olam as follows: International Limited) and the Group’s (Olam International Limited and its 3 Value Chain Segments Value Chain Activity Supply Chain Includes all activities connected subsidiaries) financial performance with origination, sourcing, primary in FY2014, compared to prior years. processing, logistics, trading, marketing (including value-added It includes a management discussion services) and risk management and analysis of our financial performance of agricultural products and the as well as our plans and strategies for CFS business Upstream Includes all activities relating the future. This General Information is to farming (annual row crops), intended to help readers understand plantations (perennial tree crops), dairy farming and the bases of our financial reporting forest concessions and analysis. Midstream Includes all activities relating & Downstream to secondary processing, Business Segmentation and Reporting contract manufacturing, branded For financial reporting purposes, we organise our 16 business distribution, private label activities platforms into five segments – Edible Nuts, Spices & Vegetable and SEZ Ingredients (formerly known as Edible Nuts, Spices & Beans); Confectionery & Beverage Ingredients; Food Staples & Packaged Foods; Industrial Raw Materials and Commodity Changes to Reporting Format Financial Services. The table below shows the distribution of One of the strategic priorities identified in the Strategic Plan platforms across these five segments. is to promote a better understanding of Olam’s business by enhancing stakeholder communication. Up until FY2013, we had measured and tracked our profitability in terms of Gross 5 Business Segments 16 Platforms Contribution (GC) and Net Contribution (NC) per tonne of product supplied. However, NC and NC per tonne could not Edible Nuts, 1 Edible Nuts (cashew, peanuts, Spices & Vegetable almonds, hazelnuts and sesame) adequately capture or communicate the underlying financial Ingredients 2 Spices & Vegetable Ingredients performance as the fixed asset intensity of the business (including pepper, onion, garlic increased, particularly as we expanded into the upstream and tomato) and midstream segments. Accordingly, from FY2014 we discontinued the reporting of GC and NC metrics. Confectionery & 3 Cocoa Beverage Ingredients 4 Coffee In order to track and measure progress against our targets as stated in the Strategic Plan, we had introduced two key Food Staples & 5 Rice financial metrics since FY2013 – Earnings Before Interest, Tax, Packaged Foods 6 Sugar and Natural Sweeteners 7 Grains (including wheat, corn Depreciation and Amortisation (EBITDA) and EBITDA on and barley) average Invested Capital (EBITDA/IC), presented for the Group 8 Palm as well as across business segments and value chain segments. 9 Dairy Absolute EBITDA as a metric is a good indicator to track our 10 Packaged Foods progress towards our goal of generating free cash flows on a Industrial Raw 11 Natural Fibres (cotton and wool) sustainable basis. EBITDA/IC provides a better visibility and Materials 12 Wood Products link between the growth in earnings (as reflected by the growth 13 Rubber in EBITDA) and the capital invested in each business segment 14 Fertiliser and value chain segment. As the Invested Capital captures both 15 Special Economic Zone (SEZ) the fixed and working capital directly attributed to the business Commodity Financial 16 Commodity Financial Services segments and value chain segments, EBITDA/IC is a close Services (CFS) (Market-making/volatility trading proxy for Return on Invested Capital (ROIC). & risk management solutions To facilitate the comparison of financial performance against and fund management) prior years, EBITDA and EBITDA/IC are presented for the period from FY2010 to FY2014.

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Olam A/R_Final LLL M Y U Size: 220(W)x297(H)mm-ISO39L PMS8400c U315188 GP1B 01.10.2014 175# C K 3 14-023 Defi nitions for Key Financial Metrics Except where you are a shareholder, this material is provided Corporate Governance The defi nitions for the key fi nancial metrics used in the Annual for information purposes only and is not, in particular, intended Report 2014 are as follows: to confer any legal rights on you. This Annual Report does not constitute an invitation to invest in the Company’s shares. Any Sales Volume: Includes proportionate share of volumes from decision you make by relying on this information is solely your jointly controlled entities and associates, although there are no responsibility. The information given is as of the dates specifi ed, associated volumes for CFS and SEZ platforms. is not updated and any forward-looking statement is made Revenue: Sale of goods and services. subject to the reservation specifi ed in the following paragraph. Net Changes in Fair Value of Biological Assets: Includes only operational changes in the fair value of biological assets. Cautionary Statement Non-operational changes (arising due to changes in the fair This document may contain forward-looking statements. Words value model) which were formerly presented under this line item such as ‘expects’, ‘anticipate’, ‘intends’ or the negative use of are now classifi ed as exceptional items. these terms and other similar expressions of future performance or results and their negatives are intended to identify such Exceptional Items: One-off, non-recurring items, including forward-looking statements. These forward-looking statements negative goodwill and related transaction costs, gain/loss are based upon current expectations and assumptions on sale of assets/business, gain/loss on buyback of bonds, regarding anticipated developments and other factors affecting impairment loss, non-operational gain/loss from changes in fair the Group. They are not historical facts, nor are they guarantees value of biological assets, fi nance charges on pre-payment of of future performance. loans and non-recurring business restructuring expenses. Tax expenses associated with these items are also presented as Because these forward-looking statements involve risks and uncertainties, there are important factors that could cause

exceptional items. General Information actual reports to differ materially from those expressed or Operational PATMI: Profi t After Tax and Minority Interest implied by these forward-looking statements, including among (PATMI) excluding exceptional items. others, competitive pricing and activity, demand levels for the EBITDA: Includes minority interest and excludes products that we supply, cost variances, the ability to maintain exceptional items. and manage key supplier and customer relationships, supply chain sources, currency values, interest rate, the ability to Invested Capital: Excludes cash and bank balances, deferred integrate acquisitions and complete planned divestitures, tax assets, fi xed deposits, other current/non-current assets physical risks, environmental risk, the ability to manage (other than option premiums payable/receivable) and fair value regulatory, tax and legal matters and resolve pending matters of derivative assets on bonds. within current estimates, legislative, fi scal and regulatory EBITDA/IC: EBITDA on average Invested Capital based on development, political, economic and social conditions in the beginning and end-of-period invested capital. geographic markets where the Group operates and new or Net Gearing: Ratio of net debt (gross debt less cash) to equity changed priority of the Company’s or its subsidiaries’ Boards. (before fair value adjustment reserves). Further details of potential risks and uncertainties affecting the Group are updated in the Group’s Offering Circular on its Free Cash Flow to Firm (FCFF): Operating cash fl ow less US$5.0 billion Euro Medium Term Note Programme dated changes in working capital, cash taxes, capital expenditures 14 July 2014. and investments. These forward-looking statements speak only as of the date Free Cash Flow to Equity (FCFE): FCFF less net of this document. Except as required by any applicable law interest paid. or regulation, the Group expressly disclaims any obligation or Note: Due to rounding, some numbers presented in this Annual undertaking to release publicly any updates or revision to any Report may not add up precisely to the totals provided and forward-looking statements contained herein to refl ect any percentages may not precisely refl ect the absolute fi gures. change in the Group’s expectations with regard thereto or any change in events, conditions or circumstances on which any Disclaimer such statement is based. Certain sections of our Annual Report 2014 have been audited. The sections that have been audited are set out on pages 90 to 197. Readers should note that legislation in Singapore governing the preparation and dissemination of fi nancial statements may differ from legislation in other jurisdictions.

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