OUR VISION TO BE the reputable regional partner in mail, express delivery, logistics services and related financial solutions. OUR MISSION DEVELOP and provide quality, reliable, timely and innovative services to all our customers and partners. PROVIDE logistics and related business solutions through our competencies, systems and networks. NURTURE and sustain conducive working and learning environment for our people through teamwork and shared values. SAFEGUARD and maximize shareholders’ value through prudent business decisions and sound financial management. CONSTANTLY STRIVE to be a caring corporate citizen by supporting nation building and community services. COVER RATIONALE Accelerating the momentum The cover design depicts the need to accelerate Pos Malaysia’s momentum in its transformation journey. Just like the caterpillar’s transformation to a beautiful butterfly, Pos Malaysia’s increased momentum in changing will also results in exciting outcomes eventually. In 2006, the Company focused on various efforts to accelerate the change momentum. These efforts are covered in the 2006 Annual Report. Contents Notice of the 75th 02 Corporate Structure 28 Directors’ Responsibility Statement 66 Annual General Meeting Pos Malaysia Berhad Additional Compliance Information 67 Group Structure 05 2006 State Managers 29 Audit Committee Report 69 Pos Malaysia Berhad Corporate Information 06 Financial Statements 73 Calendar of Events 2006 30 Board of Directors 08 Top 10 Properties Owned 124 Corporate Highlights 38 Profile of Directors 10 Analysis of Shareholdings 126 Operations Review 44 Senior Management 20 • Form of Proxy Chairman’s Statement 22 2006 Stamp Issues 54 Board of Directors 27 Corporate Governance Statement 56 Pos Malaysia Berhad Statement of Internal Control 64 POS MALAYSIA & SERVICES HOLDINGS BERHAD ANNUAL REPORT 2006 2 NOTICE OF THE 75TH ANNUAL GENERAL MEETING NOTICE IS HEREBY GIVEN THAT the 75th Annual General Meeting of Pos Malaysia & Services Holdings Berhad will be held at the Manhattan Ballroom, Berjaya Times Square Hotel & Convention Center, No. 1 Jalan Imbi, 55100 Kuala Lumpur on Thursday, 28 June 2007 at 10.00 a.m. for the following purposes: AS ORDINARY BUSINESS: 1. To receive the Directors’ Report and Statement of Directors, the Audited Financial Statements and the Report of the Auditors for the financial year ended 31 December 2006. (Ordinary Resolution 1) 2. To re-elect the following Directors who retire in accordance with Article 102 of the Company’s Articles of Association, and being eligible, offered themselves for re-election: (a) Tan Sri Adam Kadir (Ordinary Resolution 2) (b) Mr. Segarajah Ratnalingam (Ordinary Resolution 3) 3. To re-elect the following Directors who retire in accordance with Article 109 of the Company’s Articles of Association, and being eligible, offered themselves for re-election: (a) Puan Salmah binti Sharif (Ordinary Resolution 4) (b) Encik Faisal bin Ismail (Ordinary Resolution 5) (c) Dato’ Idrose bin Mohamed (Ordinary Resolution 6) 4. To re-appoint Messrs KPMG as Auditors of the Company for the ensuing year and to authorise the Directors to fix their fees. (Ordinary Resolution 7) AS SPECIAL BUSINESS: To consider and, if thought fit, pass the following resolutions, with or without modifications, as ordinary resolutions: 5. Directors’ Fees “That the payment of the Directors’ fees of RM252,000 for the financial year ended 31 December 2006 be approved.” (Ordinary Resolution 8) POS MALAYSIA & SERVICES HOLDINGS BERHAD ANNUAL REPORT 2006 3 NOTICE OF THE 75TH ANNUAL GENERAL MEETING continued 6. Power to allot and issue shares pursuant to Section 132D of the Companies Act, 1965 “That the Directors of the Company, pursuant to Section 132D of the Companies Act, 1965 be authorised, to allot and issue shares in the Company at such time until the conclusion of the next Annual General Meeting and for such consideration and such terms and conditions as they shall in their absolute discretion deem fit in accordance with the provisions of the Articles of Association of the Company provided always that the aggregate number of new shares to be issued shall not exceed ten per centum (10%) of the issued and paid-up share capital of the Company for the time being, subject always to the approvals of the regulatory authorities.” (Ordinary Resolution 9) 7. To transact any other business of which due notice has been given. By Order of the Board, Sabrina Albakri Abu Bakar (LS8508) Company Secretary Kuala Lumpur 6 June 2007 POS MALAYSIA & SERVICES HOLDINGS BERHAD ANNUAL REPORT 2006 4 NOTICE OF THE 75TH ANNUAL GENERAL MEETING continued Notes: 1. A member entitled to attend and vote is entitled to appoint one or more proxies to attend and vote in his stead. Where a member appoints two or more proxies to attend the Meeting, the member shall specify the proportion of his shareholdings to be represented by each proxy. A proxy may but need not be a member of the Company and a member may appoint any person to be his proxy without limitation and the provisions of Section 149(1)(b) of the Companies Act, 1965 shall not apply to the Company. 2. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under the corporation’s seal or under the hand of an officer or attorney duly authorised. 3. The instrument appointing a proxy must be deposited at the Company’s Share Registrar’s office at Tenaga Koperat Sdn Bhd, 20th Floor, Plaza Permata (formerly known as IGB Plaza), Jalan Kampar, Off Jalan Tun Razak, 50400 Kuala Lumpur not less than forty eight (48) hours before the time set for the Meeting or any adjournment thereof. 4. Additional Notes on Special Business: 4.1 Resolution on Directors’ Fees The proposed Ordinary Resolution No. 8 is in accordance with the Company’s Articles of Association and if passed, will authorise the payment of Director’s fees to Directors of the Company for their services during the financial year ended 31 December 2006. 4.2 Resolution pursuant to Section 132D of the Companies Act, 1965 The proposed Ordinary Resolution No. 9 if passed, is to give the Directors of the Company flexibility to issue and allot shares for such purposes as the Directors in their absolute discretion consider to be in the interest of the Company, without having to convene a general meeting. This authority will expire at the next Annual General Meeting of the Company. POS MALAYSIA & SERVICES HOLDINGS BERHAD ANNUAL REPORT 2006 5 GROUP STRUCTURE as at 31 March 2007 POS MALAYSIA & SERVICES HOLDINGS BERHAD (491-K) 100% POS MALAYSIA BERHAD 100% Datapos (M) Sdn Bhd 100% PosLaju (M) Sdn Bhd 100% Virtual Pos Sdn Bhd 100% Pos Logistics-Fulserve Sdn Bhd 100% Pos Takaful Agency Sdn Bhd 100% PMB Properties Sdn Bhd 100% Philately Pos Malaysia Sdn Bhd 55% Digicert Sdn Bhd 100% PSH INVESTMENT HOLDING (BVI) LTD 100% PSH CAPITAL PARTNERS SDN BHD 100% Prestige Future Sdn Bhd 100% PSH VENTURE CAPITAL SDN BHD 100% PSH Express Sdn Bhd 100% Effivation Sdn Bhd 100% PSH PROPERTIES SDN BHD 100% Real Riviera Sdn Bhd 100% PSH ALLIED BERHAD 100% PSH MERCHANDISE SDN BHD 100% PSH MANAGEMENT SDN BHD ASSOCIATE OF POS MALAYSIA & SERVICES ASSOCIATES OF POS MALAYSIA BERHAD (PMB) Wholly-owned Subsidiaries HOLDINGS BERHAD Elpos Print Sdn Bhd (40%) PSH Aviation Sdn Bhd (49%) CEN Sdn Bhd (42.5%) Sub-Subsidiaries PosPay Exchange Sdn Bhd (50%) (Formerly known as RMEX Payment Services Sdn Bhd) POS MALAYSIA & SERVICES HOLDINGS BERHAD ANNUAL REPORT 2006 6 CORPORATE INFORMATION BOARD OF DIRECTORS COMPANY SECRETARY Dato’ Ikmal Hijaz bin Hashim Sabrina Albakri binti Abu Bakar (Group Managing Director/Chief Executive Officer) Tan Sri Adam Kadir (LS 8508) (Resigned w.e.f. 23 February 2007) (Chairman/Independent Non-Executive Director) Dato’ Zukri bin Samat Puan Sri Datuk Nazariah binti Mohd Khalid AUDIT COMMITTEE (Independent Non-Executive Director) (Independent Non-Executive Director) (Ceased w.e.f. 12 June 2006) Mr. Wee Hoe Soon @ Gooi Hoe Soon Dato’ Zukri bin Samat (Chairman/Independent Non-Executive Director) (Independent Non-Executive Director) (Redesignated as Chairman w.e.f. 3 July 2006) NOMINATING COMMITTEE Dato’ Idrose bin Mohamed Puan Sri Datuk Nazariah binti Mohd Khalid Puan Sri Datuk Nazariah binti Mohd Khalid (Group Managing Director/Chief Executive Officer) (Independent Non-Executive Director) (Chairperson/Independent Non-Executive Director) (Appointed w.e.f. 1 April 2007) (Appointed w.e.f. 8 March 2007) (Appointed w.e.f. 12 June 2006 as Member and subsequently redesignated as Chairman on 21 Datuk Abu Huraira bin Abu Yazid Mr. Segarajah Ratnalingam February 2007) (Executive Director/Group Chief Operating Officer) (Non-Independent Non-Executive Director) Mr. Wee Hoe Soon @ Gooi Hoe Soon Mr. Wee Hoe Soon @ Gooi Hoe Soon Datuk Abdul Majid bin Haji Hussein (Independent Non-Executive Director) (Independent Non-Executive Director) (Independent Non-Executive Director) (Resigned w.e.f. 31 October 2006) Puan Salmah binti Sharif Mr. Segarajah Ratnalingam (Non-Independent Non-Executive Director) (Non-Independent Non-Executive Director) Datuk Alias bin Ali (Appointed w.e.f. 8 March 2007) (Independent Non-Executive Director) Puan Salmah binti Sharif (Resigned w.e.f. 21 February 2007) Datuk Abdul Majid bin Haji Hussein (Non-Independent Non-Executive Director) (Independent Non-Executive Director) (Appointed w.e.f. 4 August 2006) Dato’ Ng Kam Cheung (Resigned w.e.f. 31 October 2006) (Independent Non-Executive Director) Encik Faisal bin Ismail (Resigned w.e.f. 1 March 2007) Datuk Alias bin Ali (Non-Independent Non-Executive Director) (Independent Non-Executive Director) (Appointed w.e.f. 27 September 2006) (Resigned w.e.f. 21 February 2007) REMUNERATION COMMITTEE Mr. Koshy Thomas (Non-Independent Non-Executive Director) Tan Sri Adam Kadir PERFORMANCE MANAGEMENT (Alternate Director to Mr. Segarajah Ratnalingam) (Chairman/Independent Non-Executive Director) COMMITTEE Datuk Abdul Majid bin Haji Hussein Dato’ Idrose bin Mohamed Tan Sri Adam Kadir (Independent Non-Executive Director) (Group Managing Director/Chief Executive Officer) (Chairman/Independent Non-Executive Director) (Resigned w.e.f.