Annual Report 2002 page CORPORATE VISION 1 “TO BECOME THE PUBLIC TRANSPORT OF CHOICE.” MISSION STATEMENT To consolidate our leadership in the public transport industry, ensuring increasing productivity and profitability to stakeholders whilst satisfying customers’ needs, in keeping with our commitment as a responsible corporate citizen in our community. Park May Berhad [13294-A] page 2 Corporate Profile 3 Notice of The Twenty-Ninth Annual General Meeting 4 Notice of The Thirtieth Annual General Meeting 5 Statement Accompanying Notice of The Twenty-Ninth Annual General Meeting 7 Statement Accompanying Notice of The Thirtieth Annual General Meeting 10 Corporate Information 13 contents Corporate Structure 14 Board of Directors 16 Audit Committee Report 18 Group Five Year Summary 22 Chairman’s Statement 25 Corporate Governance 28 Operations Review 35 Financial Calendar 38 Financial Statements 39 Shareholders’ Information 93 Noteholders’ Information 95 Loan Stock Holders’ Information 95 Property 96 Proxy Form Annual Report 2002 page CORPORATE PROFILE 3 PARK MAY BERHAD, an associate company of Renong Berhad since 1994, provides public bus transportation in Peninsular Malaysia. Its services can be broadly categorized into stage bus and express bus. It currently operates stage buses in the Klang Valley, mainland Penang/ northern Perak, Seremban and its vicinity, and Kuantan. Its express services are predominantly concentrated along the North-South Expressway. The Company was mandated to jointly lead stage bus operations in the Klang Valley in 1994, as part of the Government’s plan to rationalize and modernize the urban transport system. In response to this, the Company introduced a new fleet of buses, equipped with advanced ticketing system, and expanded its area of operations in the Klang Valley partly through the acquisition of other operators and/or their routes. The Company markets its stage bus operations through its internally developed brand name, Cityliner. In 1995, Park May Berhad was also appointed to lead one of the two consortia for express bus operations along the North-South Expressway. Its express service is represented by Plusliner, which caters for the lower income group, NiCE and NiCE 2, which are targeted at the higher end market. Having established a foothold in the Malaysian public bus industry, Park May Berhad is presently undergoing a consolidation phase to strengthen its position in its primary areas of operations. Park May Berhad [13294-A] page 4 NOTICE OF THE TWENTY-NINTH ANNUAL GENERAL MEETING NOTICE IS HEREBY GIVEN that the Twenty-Ninth Annual General Meeting of the Company will be held at Pelican II, 3rd Floor, Pearl International Hotel, Batu 5, Jalan Kelang Lama, 58000 Kuala Lumpur on Wednesday, 18 June 2003, at 10.30 am, for the purpose of transacting the following businesses:- AGENDA As Ordinary Business 1. To receive and adopt the Audited Financial Statements for the period ended 31 December 2002 and the Reports of the Directors and Auditors thereon. (Resolution 1) 2. To approve Directors' fee of RM254,163 for the period ended 31 December 2002. (Resolution 2) 3. To re-elect Mr Chong Yoon Fatt who retires in accordance with Article 87 of the Company's Articles of Association and, being eligible, offers himself for re-election. (Resolution 3) 4. To re-elect YABhg Tun Mohammed Hanif Bin Omar who retires in accordance with Article 80 of the Company's Articles of Association and, being eligible, offers himself for re-election. (Resolution 4) 5. To re-elect YBhg Dato’ Mohd Nor Bin Idrus who retires in accordance with Article 80 of the Company's Articles of Association and, being eligible, offers himself for re-election. (Resolution 5) 6. To re-appoint Messrs Ernst & Young as Auditors and to authorise the Directors to fix their remuneration. (Resolution 6) 7. To transact any other business for which due notice shall have been given. (Resolution 7) By Order of the Board ZALILA BINTI MOHD TOON (LS 006641) RAHANAWATI BINTI ALI DAWAM (BC/R/504) Joint Secretaries Kuala Lumpur 27 May 2003 NOTES : (i) A member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend and vote in his stead. A proxy may but need not be a member of the Company. (ii) The Proxy Form must be deposited at the Company's registered office at Lot 18115, Batu 5, Jalan Kelang Lama, 58100 Kuala Lumpur not less than forty- eight (48) hours before the time fixed for holding the Meeting and at any adjournment thereof. Annual Report 2002 page NOTICE OF THE THIRTIETH ANNUAL GENERAL MEETING 5 NOTICE IS HEREBY GIVEN that the Thirtieth Annual General Meeting of the Company will be held at Pelican II, 3rd Floor, Pearl International Hotel, Batu 5, Jalan Kelang Lama, 58000 Kuala Lumpur on Wednesday, 18 June 2003, immediately after the conclusion or adjournment (as the case maybe) of the Twenty-Ninth Annual General Meeting of the Company which will be held at 10.30 am on the same day and at the same venue, for the purpose of transacting the following businesses:- AGENDA As Ordinary Business 1. To re-elect YBhg Datuk Sulaiman Bin Daud who retires in accordance with Article 80 of the Company's Articles of Association and, being eligible, offers himself for re-election. (Resolution 1) 2. To re-elect En. Zainal Abidin Bin Jamal who retires in accordance with Article 80 of the Company's Articles of Association and, being eligible, offers himself for re-election. (Resolution 2) 3. To re-appoint Messrs Ernst & Young as Auditors and to authorise the Directors to fix their remuneration. (Resolution 3) As Special Business To consider and if thought fit pass the following Ordinary Resolution: 4. PROPOSED AUTHORITY TO ALLOT SHARES PURSUANT TO SECTION 132D OF THE COMPANIES ACT, 1965. To empower the Directors, pursuant to Section 132D of the Companies Act, 1965, to allot and issue shares in the Company at any time and upon such terms and conditions and for such purposes as the Directors, may, in their absolute discretion deem fit, provided that the aggregate number of shares issued pursuant to this resolution does not exceed 10% of the issued capital of the Company as at the date of this Annual General Meeting and that the Directors be and are also empowered to obtain the approval for the listing of and quotation for the additional shares so issued on the Kuala Lumpur Stock Exchange and that such authority shall continue in force until the conclusion of the next Annual General Meeting of the Company. (Resolution 4) 5. PROPOSED RENEWAL MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE. That, pursuant to paragraph 10.09 of the Listing Requirements of the Kuala Lumpur Stock Exchange, a mandate be and is hereby granted to allow recurrent related party transactions of a revenue or trading nature, which are necessary for the day-to-day operations of the Company and/or its subsidiaries, entered into or to be entered into by the Company and/or its subsidiaries provided such transactions are in the ordinary course of business and are on terms not more favourable to the related party than those generally available to the public, particulars of which are set out in Section 2.2 of the Circular to the Shareholders of the Company dated 27 May 2003, and that such approval conferred by the mandate shall continue to be in force until: (a) the conclusion of the next Annual General Meeting ("AGM") of the company following this AGM at which such mandate is passed, at which time it will lapse, unless by a resolution passed at such general meeting whereby the authority is renewed; (b) the expiration of the period within which the next AGM of the Company after that date is required to be held pursuant to Section 143(1) of the Companies Act, 1965 ("Act") (but shall not extend to such extension as may be allowed pursuant to Section 143(2) of the Act); or (c) revoked or varied by resolution passed by the shareholders in a general meeting; whichever is earlier, And further that the Directors of the Company and/or any of them be and are/is (as the case may be) hereby authorized to complete and do all such acts and things (including executing such documents under the common seal in accordance with the provisions of the Articles of Association of the Company, as may be required) as they may consider expedient or necessary to give effect to the Proposed Shareholders’ Mandate. (Resolution 5) Park May Berhad [13294-A] page 6 NOTICE OF THE THIRTIETH ANNUAL GENERAL MEETING 6. TO TRANSACT ANY OTHER BUSINESS FOR WHICH DUE NOTICE SHALL HAVE BEEN GIVEN. (Resolution 6) By Order of the Board ZALILA BINTI MOHD TOON (LS 006641) RAHANAWATI BINTI ALI DAWAM (BC/R/504) Joint Secretaries Kuala Lumpur 27 May 2003 NOTES : (i) A member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend and vote in his stead. A proxy may but need not be a member of the Company. (ii) The Proxy Form must be deposited at the Company's registered office at Lot 18115, Batu 5, Jalan Kelang Lama, 58100 Kuala Lumpur not less than forty-eight (48) hours before the time fixed for holding the Meeting and at any adjournment thereof. (iii) Resolution pursuant to Section 132D of the Companies Act, 1965 The proposed Ordinary Resolution 4, if passed, would enable the Directors to issue up to a maximum of 10% of the issued share capital of the Company as at the date of this Annual General Meeting for such purposes as the Directors consider would be in the best interest of the Company.