DRB-HICOM 2018 - MalaysiaStock.Biz
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The Inside Story Content HIGHLIGHTS PERSPECTIVE 002 007 Notice of Annual General Meeting Statement Accompanying the Notice of Annual General Meeting 32 080 082 Chairman’s Foreword Management Discussion and Analysis (MD&A) CO R P O R AT E 092 Automotive Sector DISCLOSURE “BY STRIVING TO BE 104 Services Sector 008 Vision and Mission AT THE FOREFRONT IN ALL THAT WE DO, 110 Properties Sector 010 Corporate Profile WE CONTINUE TO LEAD” K E Y I N I T I AT I V E S 014 Calendar of Events 114 Sustainability Report 020 Financial Calendar 46 FINANCIAL 021 Corporate Information S TAT E M E N T S 022 Group Corporate Structure 162 Directors’ Report 024 Investor Relations 169 Statements of Comprehensive Income PERFORMANCE REVIEW “IN THE FACE OF 171 Consolidated Statement ANY OBSTACLE, of Financial Position 030 Group 5 Years Financial Highlights WE MUST RISE TO THE OCCASION” 173 Company Statement LEADERSHIP of Financial Position 034 Profile of Directors 174 Consolidated Statement of Changes in Equity 158 040 Profile of Key Senior Management 178 Company Statement 043 Profile of Key Senior Management of Changes in Equity of Principal Subsidiaries 179 Statements of Cash Flows 044 Management Team 186 Notes to the Financial Statements ACCO U N TA B I L I T Y 048 Corporate Governance “OUR TRIUMPHS 367 Statement by Directors Overview Statement INSPIRE US AND TEACH US TO BE 367 Statutory Declaration 058 Directors’ Statement on Risk BETTER” Management and Internal Control 368 Independent Auditors’ Report 064 Board Audit Committee Report R E L AT E D I N F O R M AT I O N 070 Additional Compliance Information 380 Analysis of Shareholdings 072 Statement of Directors’ 384 Share Performance Chart Responsibility 385 Material Properties 074 Risk Management of DRB-HICOM Group Form of Proxy
DRB-HICOM Annual Report BERHAD 2018 The Announcement Notice of Annual General Meeting Notice is hereby given that the 28th Annual General Meeting (“28th AGM”) of DRB-HICOM Berhad (“the Company”) will be held at Glenmarie Ballroom, Holiday Inn Kuala Lumpur Glenmarie, No. 1, Jalan Usahawan U1/8, Seksyen U1, 40250 Shah Alam, Selangor Darul Ehsan on Thursday, 30 August 2018 at 9.00 a.m. for the purpose of transacting the following businesses: ORDINARY 1 To receive the Audited Financial Statements for the financial year ended 31 March 2018 together BUSINESS with the Reports of the Directors and Auditors thereon. Please refer to Explanatory Note A 2 To approve the declaration of a single tier first and final dividend of 3.0 sen per share in respect of the financial year ended 31 March 2018. (Resolution 1) Please refer to Explanatory Note B 3 To re-elect the following Directors who retire by rotation in accordance with Article 79 of the Company’s Constitution and who being eligible, offered themselves for re-election: (i) Dato’ Sri Syed Faisal Albar bin Syed A.R. Albar (Resolution 2) (ii) Dato’ Siti Fatimah binti Daud (Resolution 3) Please refer to Explanatory Note C 4 To re-elect the following Directors who retire in accordance with Article 85 of the Company’s Constitution and who being eligible, offered themselves for re-election: (i) Dato’ Mohammad Zainal bin Shaari (Resolution 4) (ii) Tee Beng Thong (Resolution 5) (iii) Sharifah Sofia binti Syed Mokhtar Shah (Resolution 6) Please refer to Explanatory Note D 2
DRB-HICOM Annual Report BERHAD 2018 SPECIAL BUSINESS 5 To approve the payment of Directors’ fees up to an To consider and if thought fit, to pass the following Ordinary amount of RM1,450,000.00 to the Non-Executive Resolution, with or without any modifications: Directors from the conclusion of the 28th AGM until 8 Continuation in office as Independent Non-Executive Director the next Annual General Meeting. (Resolution 7) Please refer to Explanatory Note E “THAT approval be and is hereby given to Datuk Ooi Teik Huat, who has 6 To approve the payment of benefits payable (excluding served as an Independent Non-Executive Director of the Company for Directors’ fees) up to an amount of RM338,500.00 a cumulative term of more than nine (9) years, to continue to act as to the Non-Executive Directors’ from the conclusion the Senior Independent Non-Executive Director of the Company until of the 28th AGM until the next Annual General the conclusion of the next Annual General Meeting.” (Resolution 10) Meeting. (Resolution 8) Please refer to Explanatory Note H Please refer to Explanatory Note F 7 9 To re-appoint Messrs Ernst & Young as Auditors of the To transact any other business of which due notice shall have been Company for the financial year ending 31 March 2019 given in accordance with the Companies Act 2016 and the Company’s and to authorise the Board of Directors to fix their Constitution. remuneration. (Resolution 9) Please refer to Explanatory Note G NOTICE OF DIVIDEND ENTITLEMENT AND PAYMENT NOTICE IS ALSO HEREBY GIVEN THAT the single tier first and final dividend of 3.0 sen per share in respect of the financial year ended 31 March 2018, if approved by the shareholders at the 28th AGM, will be paid on 1 October 2018 to the shareholders whose names appear in the Record of Depositors of the Company at the close of business on 13 September 2018. A depositor shall qualify for entitlement to the dividend only in respect of: A shares deposited into the depositor’s securities account before 12.30 p.m. on 7 September 2018 in respect of shares which are BY ORDER OF THE BOARD exempted from mandatory deposit; SABARINA LAILA MOHD HASHIM (LS0004324) B shares transferred into the depositor’s securities account before Company Secretary 4.00 p.m. on 13 September 2018 in respect of ordinary transfers; and Shah Alam, Selangor Darul Ehsan 31 July 2018 C shares bought on Bursa Malaysia Securities Berhad on a cum entitlement basis according to the Rules of Bursa Malaysia Securities Berhad. 3
DRB-HICOM Annual Report BERHAD 2018 NOTES TO THE NOTICE OF ANNUAL GENERAL MEETING 1. Proxy and Authorised Representative (a) A member entitled to attend the meeting may (48) hours before the time set for holding this appoint not more than two (2) proxies who may meeting or adjourned meeting, or in the case but need not be a member of the Company. of a poll, not less than twenty-four (24) hours before the time appointed for the taking of a (b) Where a member of the Company is an poll, and in default the instrument of proxy authorised nominee, as defined under the shall not be treated as valid. Securities Industry (Central Depositories) Act 1991, it may appoint not more than two 2. Voting by Poll (2) proxies in respect of each securities account it holds to which ordinary shares Pursuant to Paragraph 8.29A(1) of the Main Market in the Company are credited. Listing Requirements of Bursa Malaysia Securities Berhad, all resolutions set out in this Notice will (c) For an exempt authorised nominee which holds be put to vote by way of poll. ordinary shares in the Company for multiple beneficial owners in one (1) securities 3. Members entitled to attend account (omnibus account), there is no limit to the number of proxies which the exempt For the purpose of determining a member who shall authorised nominee may appoint in respect of be entitled to attend the 28th AGM, the Company shall each omnibus account it holds. be requesting Bursa Malaysia Depository Sdn. Bhd. to issue a General Meeting Record of Depositors as at (d) The instrument appointing a proxy shall be in 24 August 2018. Only a depositor whose name appears writing under the hand of the appointor or his therein shall be entitled to attend the 28th AGM or attorney duly authorised in writing or, if the appoint a proxy(ies) to attend and vote on such appointor is a corporation, either under its depositor’s behalf. common seal or under the hand of an officer or attorney duly authorised in writing. 4. Explanatory Note A - Audited Financial Statements (e) Where a member/an authorised nominee/an exempt authorised nominee appoints This agenda item is meant for discussion only as the proxies, the proportion of shareholdings to be provision of Section 340(1)(a) of the Companies represented by each proxy must be specified Act 2016 (“Act”) does not require the Audited Financial in the instrument appointing the proxies. Statements to be formally approved by the shareholders. If the form of proxy is returned without an Hence, this item is not put forward for voting. indication as to how the proxy shall vote on any particular matter, the proxy may 5. Explanatory Note B exercise his/her discretion as to whether to vote on such matter and if so, how. - Single tier first and final dividend (f) A proxy appointed to attend and vote at the In accordance with Article 125 of the Company’s meeting shall have the same rights as Constitution, the Board is recommending that the the member to speak at the meeting. The shareholders approve the payment of a single lodging of a form of proxy does not preclude a tier first and final dividend. member from attending and voting in person at the meeting should the member subsequently With reference to Section 131 of the Act, a company decide to do so. may only make a distribution to the shareholders out of available profits if the company is solvent. (g) The instrument appointing a proxy together On 31 May 2018, the Board of Directors’ of with the power of attorney or other authority, DRB-HICOM (“the Board”) had considered the if any, under which it is signed or a certified amount of dividend and decided to recommend copy thereof, shall be deposited at the office the same for shareholders’ approval. of the Share Registrar, Symphony Share Registrars Sdn. Bhd., Level 6, Symphony House, The Board is satisfied that the Company will be solvent Pusat Dagangan Dana 1, Jalan PJU 1A/46, as it will be able to pay its debts as and when the 47301 Petaling Jaya, Selangor Darul Ehsan debts become due within 12 months immediately (Tel: +603-7849 0777) not less than forty-eight 4
DRB-HICOM Annual Report BERHAD 2018 7. Explanatory Notes E and F after the distribution date which would be announced - Directors’ fees and benefits by the Company after the AGM in accordance with Sections 132(2) and (3) of the Act. Section 230(1) of the Act provides that the fees of the directors and any benefits payable to the 6. Explanatory Notes C and D directors of a listed company and its subsidiaries - Re-election of Directors shall be approved at a general meeting. For the financial year ending 31 March 2019, the Board The Directors who are subject to re-election at decided that the Directors’ fee be maintained the 28 th AGM of the Company are as follows: as the previous financial year for each Director. Accordingly, the Company is seeking the (a) Article 79 - Retirement by rotation shareholders’ approval at the 28 th AGM on the (i) Dato’ Sri Syed Faisal Albar bin following resolutions: Syed A.R. Albar (ii) Dato’ Siti Fatimah binti Daud (a) Resolution 7 - Payment of Directors’ fees up to an amount of RM1,450,000.00 to the Non- Article 79 of the Company’s Constitution Executive Directors from the conclusion of provides that one-third (1/3) or the number the 28 th AGM on 30 August 2018 until the next nearest to one-third (1/3) of the Directors for AGM of the Company to be held by September the time being, shall retire from office so that 2019 pursuant to the Act as follows: all the Directors shall retire from office at least once in every three (3) years (“retirement by (i) Payment made by the Company amounting rotation”) and shall be eligible for re-election. to RM864,000.00; and (ii) Payment made by the Company’s Subsidiaries (b) Article 85 - Retirement by casual vacancy amounting to RM586,000.00 (i) Dato’ Mohammad Zainal bin Shaari (Appointed on 13 April 2018) (b) Resolution 8 - Payment of benefits (excluding (ii) Tee Beng Thong Directors’ fees) payable up to the amount of (Appointed on 1 December 2017) RM338,500.00 to the Non-Executive Directors (iii) Sharifah Sofia binti Syed Mokhtar Shah from the conclusion of the 28th AGM on (Appointed on 13 April 2018) 30 August 2018 until the next AGM of the Company to be held by September 2019 Article 85 of the Company’s Constitution pursuant to the Act as follows: provides that any Directors appointed during the year shall hold office only until the next (i) Payment made by the Company AGM, and shall then be eligible for re-election amounting to RM190,500.00; and (“casual vacancy”). (ii) Payment made by the Company’s Subsidiaries amounting to RM148,000.00 All Directors standing for re-election as Directors and being eligible, have offered themselves for The proposed Resolutions 7 and 8, if passed, re-election at the 28 th AGM of the Company. will give authority to the Company to pay the Directors’ fees and benefits on a quarterly/monthly The Board has conducted an assessment on the basis and/or as and when incurred based on independence of the Independent Directors who are the present Directors’ fees and benefits structure, seeking re-election and is of the opinion that the since the Non-Executive Chairman and the Directors meet the independence criteria and has Non-Executive Directors have discharged their recommended for the shareholders’ approval at the responsibilities and rendered their services to 28 th AGM of the Company. the Company and its subsidiaries throughout the period. 5
DRB-HICOM Annual Report BERHAD 2018 8. Explanatory Note G - Re-appointment of Auditors The Board through the Board Audit Commitee The Board is recommending to the shareholders undertook an annual assessment of the suitability for Datuk Ooi Teik Huat, who has served as and independence of the external auditors, Messrs an Independent Non-Executive Director of Ernst & Young (“EY”) as recommended in Practice the Company for a cumulative term of 9 years 8.3 of the Malaysian Code on Corporate Governance and 9 months, to continue to act as the Senior (“MCCG”). Independent Director of the Company. The Board through the Board Nomination and Remuneration Based on the annual assessment, the Board is Committee had assessed and endorsed that Datuk satisfied that EY is suitably qualified for Ooi Teik Huat be retained as the Senior Independent re-appointment as Auditors of the Company and Director of the Company as he has displayed high is seeking the shareholders’ approval to re-appoint level of integrity and is objective in his judgement EY at the 28 th AGM of the Company. and decision making in the best interest of the Company, shareholders and stakeholders and 9. Explanatory Note H is able to express unbiased views without any - Continuation in office as Independent influence. The detailed justifications of the Board for making such recommendation are set out in Non-Executive Director the Corporate Governance Report of the Company which is available on the Company’s website at Practice 4.2 of the MCCG and the Board Charter www.drb-hicom.com. of the Company provide that shareholders’ approval be sought in the event that the Company The shareholders’ approval for Ordinary Resolution intends for an independent director who has 10 will be sought on a single tier voting basis. served in that capacity cumulatively more than nine (9) years to continue to act as Independent Director of the Company. 6
DRB-HICOM Annual Report BERHAD 2018 Statement Accompanying the Notice of Annual General Meeting (Pursuant to Paragraph 8.27(2) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad) i. The profile of the Directors who are due for retirement and seeking for re-election pursuant to the Company’s Constitution are as set out in pages 34 to 38 of this Annual Report. ii. The details of the Directors’ interests in the securities of the Company as at 31 March 2018 are set out in pages 162 to 168 of this Annual Report. 7
DRB-HICOM Annual Report BERHAD 2018 108 YEARS One Of The Nation’s LARGEST Incorporated In And Most 1910 DIVERSE 3 Conglomerates CORE SECTORS Automotive Services Properties Vision To be number 1 and to continuously excel in all that we do Mission To lead in the growth of the nation in the areas of DRB-HICOM’s core businesses 8
DRB-HICOM Annual Report BERHAD 2018 Provides Employment For An Estimated 56,000 People OWNS OVER70 Operating Companies Shared Values Excellence Decorum Teamwork Integrity Innovation Quality Transparency 9
DRB-HICOM Annual Report BERHAD 2018 Who We Are Corporate Profile History of DRB-HICOM HICOM Holdings Berhad (“HHB”) traces its beginnings back to 1910, when it was initially incorporated as an investment holding company, The New Serendah Rubber Company Limited (“TNSRC”), involved primarily in cultivating rubber and palm oil in four estates: Serendah and Connemara estates in Selangor, Bukit Keledek estate in Negeri Sembilan and Asahi estate in Johor. In December 1993, the company changed its name to HICOM Holdings Berhad (“HHB”) and acquired the entire issued and paid-up share capital of HICOM Berhad (from the Ministry of Finance) and its employees via a corporate restructuring exercise. HICOM BERHAD HICOM Berhad (“HICOM”) itself was included manufacturing of non-national incorporated on 27 November 1980 motorcycles, general purpose engines, under the name of The Heavy Industries foundry works and machining, diecasting, Corporation of Malaysia Berhad – and industrial estates including golf resort it was established as an investment development and even cement production. holding company principally engaged in the identification, initiation, planning, In 1991, its name was changed to HICOM implementation and management of Berhad. At that time, it was 95.8% owned projects in the field of heavy industries. by the Malaysian Government with Since its inception, HICOM has been the remaining shares held by HICOM’s instrumental in leading the nation’s employees via the Employees’ Share drive towards industrialisation. Among Option Scheme. its major achievements was the development of the National Car Project via Perusahaan Otomobil Nasional Sdn. Bhd. (“PONSB”). Other strategic projects 10
DRB-HICOM Annual Report BERHAD 2018 MERGER In 2010, the Group added car rental and leasing services to the portfolio under the DRB merged with HICOM in 1996, following internationally acclaimed car rental brand, a series of restructuring and rationalisation Avis. exercises of several companies within the Group. The newly structured company The Group owns the national car brand, formed a diversified group with interests PROTON, which has undergone a turnaround ranging from the assembly, manufacturing resulting in the entry of Zhejiang Geely and distribution of motor vehicles, trading Holding Group Co., Ltd. (“Geely”), a in spare parts to property development. leading global automotive manufacturer DRB-HICOM assumed its present name on based in China, as its strategic foreign 11 May 2000. partner. A Definitive Agreement was signed on 23 June 2017 for Geely Holding to take 49.9% equity in PROTON Holdings DRB-HICOM Today Berhad. Today, we are one of the largest PROTON has manufacturing plants in conglomerates in Malaysia with a market Shah Alam, Selangor and Tanjung Malim, capitalisation of RM2.707 billion, and an Perak with production capacities of estimated 56,000 employees globally, 230,000 and 200,000 vehicles per annum engaged principally in the Automotive, respectively. I t a l s o o w n s o n e o f t h e Services and Properties businesses. b i g g e s t sheet-metal stamping plants in Southeast Asia, located at the Glenmarie DRB-HICOM (or the Group) has experienced industrial zone. In addition, the Group extensive growth since the millennial owns a world-class manufacturing and merger to become the only corporation assembly complex in Pekan, Pahang with in the country involved in the entire a production capacity of 100,000 vehicles automotive value ecosystem, as well as a y e a r, w h i c h i n c l u d e Mercedes-Benz, the only organisation nationwide that Volkswagen, Isuzu, FUSO, MB Actros, provides end-to-end logistics services, Suzuki, SsangYong and Tata models. DRB- DIVERSIFIED RESOURCES Islamic banking, vehicle inspection, HICOM also manufactures and assembles BERHAD waste m a n a g e m e n t a n d a u t o m o t i v e Malaysian and international motorcycle industry-related tertiary education models at its plant in Gurun, Kedah. These Diversified Resources Berhad (“DRB”) including vocational training. In the include the national motorcycle brand was initially incorporated on 28 August property market, we have built a strong MODENAS, KYMCO from Taiwan and Bajaj 1990 as a private limited company under reputation for quality developments under from India. the name of Peerless Assets Sdn. Bhd. On the Glenmarie brand, and are now focused 3 August 1991, it changed its name to on the development of industrial parks. Supporting its own assembly and Peerless Assets Berhad upon its conversion manufacturing lines as well as those into a public company, and then again DRB DRB-HICOM’s automotive expertise lies of other local and international car on 19 September 1991. On 4 September in manufacturing, assembly, inspection, manufacturers are 12 (twelve) Tier One 1992, DRB was listed on the main board of distribution, sales and after-sales service vendors that produce original equipment KLSE. for private and commercial vehicles, manufacturer (“OEM”) parts. Together, motorcycles, defence vehicles and also these vendors ensure the Group’s customised vehicles such as buses, ability to cater to any complex police vehicles and garbage compactors. precision-engineering needs. 11
DRB-HICOM Annual Report BERHAD 2018 DRB-HICOM has 13 companies under its banner that assemble/manufacture a n d d i s t r i b u t e v a r i o u s l o c a l a n d foreign-manufactured motorcycles, cars and speciality vehicles, and provide after-sales service, as well as offering logistics and leasing services. Among the marques that are assembled and subsequently distributed are Honda, Mitsubishi and Isuzu. The Group is also an authorised dealer for, among others, Audi, Volkswagen, Mitsubishi and Isuzu vehicles, and has exclusive distributorship rights in Malaysia for Tata vehicles and Jeep sport utility vehicles (“SUVs”). The Group has made a name for itself and-non-aerospace, general aviation and Services Sdn. Bhd. (“DHES”), provides in the defence sector through defence industries. integrated waste management focused on DRB-HICOM Defence Technologies recycling as well as efficient energy and Sdn. Bhd. (“DEFTECH”), which has DRB-HICOM’s logistics business comprises water consumption in buildings. set the bar in designing, developing, Pos Malaysia Berhad ("Pos Malaysia") manufacturing and supplying armoured Group which, apart from Pos Malaysia, Vehicle inspection is carried out by and logistics vehicles for domestic includes Pos Aviation Sdn. Bhd., Pos PUSPAKOM Sdn. Bhd., the sole commercial and foreign military and homeland Logistics Berhad and Pos Asia Cargo vehicle inspection company in Malaysia. security use, in addition to providing Express Sdn. Bhd. as well as DRB-HICOM In addition to its core business that falls customised vehicles for hospitals, and Auto Solutions Sdn. Bhd. (“DHAS”). Through under a concession with the Government, other commercial transportation vehicles. these two groups of companies, the Group PUSPAKOM has expanded its service boasts a total of 1.78 million square feet offerings to include Hire Purchase In November 2013, DRB-HICOM acquired of warehousing capacity and two Boeing Inspection (“HPI”) and Voluntary Vehicle Composites Technology Research Malaysia 737-400 freighters for cargo transport. Inspection (“VVI”). Sdn. Bhd. (“CTRM”) from the Ministry The Group’s consolidation of logistics of Finance Incorporated, which marked operations under Pos Malaysia (excluding Bank Muamalat Malaysia Berhad (“Bank the Group’s entry into the aerospace DHAS) serves to enhance synergies, Muamalat”) completes the Services manufacturing industry. The company has allowing it to increase its presence in the portfolio, with the provision of Islamic established itself as a centre of excellence ever-growing e-Commerce sector. banking products and services to the for composite aerostructures, supplying community regardless of race or religious top global aerospace companies and Solid waste management services beliefs. Established in 1999 from the aircraft manufacturers including Airbus are provided by Alam Flora Sdn. Bhd., merger of Bank Bumiputra Malaysia and Boeing. CTRM is the only company the country’s leading environmental Berhad, Bank of Commerce Berhad and in Asia with 12 autoclaves housed under management company, currently serving BBMB Kewangan, it has the distinction of a single plant, located in Batu Berendam, 13 local authorities. Dedicated to helping being the second full-fledged Islamic bank Melaka. Together with two other communities manage and reduce waste in Malaysia. Bank Muamalat operates 62 subsidiaries, CTRM’s expertise spans with minimal environmental impact, its branches across the country. the commercial and military aerospace- subsidiary, DRB-HICOM Environmental 12
DRB-HICOM Annual Report BERHAD 2018 “DRB-HICOM's logistics business comprises Pos Malaysia, Pos Aviation, Pos Logistics, Pos Asia Cargo Express, as well as DRB-HICOM Auto Solutions." The Group’s Education division caters Lumpur Glenmarie, Vivanta by Taj in Development Corporation Sdn. Bhd. In specifically to the human capital needs of Langkawi, and Glenmarie Golf and Country addition, DRB-HICOM is developing Media the automotive industry, primarily through Club, in Shah Alam. City in Kuala Lumpur and the Integrated DRB-HICOM University of Automotive Immigration, Customs, Quarantine and Malaysia (“DRB-HICOM University”) located In March 2018, however, the Group made Security complex in Bukit Kayu Hitam, in Pekan, and Akademi Saga, in Shah Alam, the strategic decision to divest its Kedah through its 51% equity in Media Selangor. DRB-HICOM University, now in non-industrial property assets and entire City Ventures Sdn. Bhd. and wholly- its eighth year, is the o n l y un i ve rsi t y i n hospitality portfolio in order to streamline owned subsidiary, Northern Gateway ASEAN to offer home-grown Bachelor’s, this core business. In return, the Group Infrastructure Sdn. Bhd., respectively. Master’s and Doctoral programmes relating will acquire additional 1,243.45 acres to the automotive ecosystem, in addition of industrial land in Johor, bringing its to business and management courses industrial land bank to 1,800 acres. Among such as finance and accounting. Akademi the significant industrial areas developed Saga, established in 1991, supports the by DRB-HICOM include HICOM Industrial needs of PROTON and other players in Estate and Glenmarie Industrial Park in the automotive sector with a full range of Shah Alam, and HICOM Pegoh Industrial diplomas, certificates and short courses Park in Alor Gajah, Melaka. Recently, the related to automotive mechanics. Group launched the National Automotive Cluster @ Proton City (“NAC”), which will In the property market, DRB-HICOM is house the entire manufacturing operations renowned for the development of residential, of PROTON by 2022. commercial, industrial, hospitality and integrated township projects. It also owned Proton City is a 4,000-acre township and managed hospitality and leisure in Muallim, Perak, being developed by properties, namely the Holiday Inn Kuala wholly-owned subsidiary, Proton City 13
DRB-HICOM Annual Report BERHAD 2018 All That Happened Calendar of Events Last Year 2017-2018 APRIL 2017 06 06 08 MOU SIGNING CEREMONY WITH MODENAS LAUNCHES KRISS MR2 DRB-HICOM ANNUAL DINNER SEGI UNIVERSITY MODENAS made a strong comeback into the More than 600 Warga DRB-HICOM and spouses DRB-HICOM along with eight other organisations underbone and scooter market, with the launch of were celebrated at the ‘Let’s Rock The Night’ signed a Memorandum of Understanding to the Modenas Kriss MR2 by Dato’ Abdul Harith bin themed dinner. Warga DRB-HICOM were launch an initiative to boost employability among Abdullah. Kriss MR2 replaces the Kriss MR1, which entertained by special guests, ‘The One’ band that graduates by providing financial support, academic was launched back in 2011. comprises DRB-HICOM Management Members and programmes, training and talent management. Malaysia’s one and only Papa Rock, Ramli Sarip. MAY 2017 06 13 14 MAJLIS ANUGERAH PELAJAR CEMERLANG DRB-HICOM ICC/HCDP CONVENTION JOM KAYUH MESRA ALAM BY BANK 2016 MUAMALAT & PROTON 18 teams and 14 subsidiaries competed in 3 A total of 209 children of Warga DRB-HICOM categories namely, ICC, HCDP Green Belt and About 1,500 environmentally aware, health HCDP Black Belt whilst another 12 finalist teams received their scrolls and reward from the Group conscious and cycling enthusiastic Malaysians showcased their improvement projects and another Managing Director, Dato’ Sri Syed Faisal Albar joined the inaugural event. The first category 6 ICC teams presented through exhibitions. The bin Syed A.R. Albar. They were awarded for their conference was part of the Group’s efforts to (30km) was flagged off at 8.00 am while the excellence in achieving good results in their PT3 continuously promote best business practices by second category (15km) was flagged off a little (162 students), SPM (162 students) and STPM (4 improving production and management processes later. The event highlighted the pristine scenery of students). by enhancing employee skills and morale. Proton City in Tanjung Malim. 14
DRB-HICOM Annual Report BERHAD 2018 MAY 2017 15 19 20 MEDIA VISIT TO CTRM PLANT, MELAKA MODENAS LAUNCHES PULSAR & V15 DRB-HICOM AUTO FEST 2017 20 members of the media joined the visit organised MODENAS in collaboration with Bajaj Auto Ltd. The seventh edition of DRB-HICOM Autofest was by CTRM and its strategic partner, Airbus. The launched three variants of street bikes, Pulsar held in conjunction with the Hari Raya celebrations. objective of the visit was to present an overview NS200, RS200 and the V15. 10 automotive brands and other non-automotive of Malaysia’s capability in composite-parts companies of DRB-HICOM participated. The manufacturing and showcased CTRM’s role in the attractions included the preview of the Modenas international aerospace manufacturing ecosystem. Pulsar, the V15 and the RS200. The event attracted more than 7,000 visitors from Klang Valley. MAY 2017 JUNE 2017 23 02 17 ISUZU LAUNCHES PADANG JAWA BRANCH ZIARAH RAMADHAN IFTAR DRB-HICOM ISUZU Malaysia established a new flagship after- DRB-HICOM reached out to more than 120 Over 800 Warga DRB-HICOM and their family sales facility offering ISUZU owners and users with underprivileged families in Gurun and Warga members attended the annual iftar gathering. higher levels of proficiency and timely vehicle care. MODENAS in Kedah, each receiving a box of daily Warga DRB-HICOM thoroughly enjoyed the The new facility houses the ISUZU Technical Centre. necessities and Duit Raya. A total of 25 Sahabat delicious Ramadhan buffet spread and the DRB-HICOM lent their hands to the effort. opportunity to mingle with the management. 15
DRB-HICOM Annual Report BERHAD 2018 JUNE 2017 JULY 2017 23 14 17 SIGNING CEREMONY BETWEEN SAMBUTAN AIDILFITRI DRB-HICOM HICOM AUTOMOTIVE LAUNCHES DRB-HICOM & ZHEJIANG GEELY BERSAMA ANAK-ANAK YATIM DAN ASNAF NEW PAINT SHOP DRB-HICOM Berhad reached an agreement with Aidilfitri was spent with 73 children from Sekolah HICOM Automotive Manufacturers launched its China – based Zhejiang Geely Holding Group Co., Kebangsaan Bangsar, Kuala Lumpur where 24 high-tech paint shop as part of the company’s effort Ltd ("Geely") for the Chinese car group to acquire Sahabat DRB-HICOM hosted the children. The to strengthen its foothold as one of the preferred 49.9% equity in PROTON Holdings Berhad. The event with was held in Café UAK in Glenmarie automotive assemblers in the region. The facility deal will enable PROTON to tap into Geely which started off with a motivational talk by Ustaz will allow them to increase their production capacity Holding’s vast range of platforms and powertrains, Abdullah Khairi and followed by a feast. from 25,000 units to 50,000 units annually. and will also enable PROTON to have access to existing markets of the Chinese carmaker, as well as right-hand drive markets in Southeast Asia. JULY 2017 AUGUST 2017 28 02-05 22 MAJLIS MESRA AIDILFITRI WISMA MEDIA VISIT TO ZHEJIANG GEELY, CHINA SIGNING CEREMONY WITH DANAJAMIN DRB-HICOM A team of 24 representatives from Malaysia were DRB-HICOM inked an MOU with Danajamin An annual event to share the joy of the festivities led by the Group Strategic Communications Team Nasional Berhad, Malaysia’s first Financial with Warga DRB-HICOM in Wisma DRB-HICOM. and PROTON’s Group Corporate Communications Guarantee Insurer, which guaranteed a 19-year, More than 1,000 Warga gathered in a casual setting Team to visit the Geely Headquarters situated in RM340 million Medium Term Note Programme to organised by Kelab Sukan DRB-HICOM. Hangzhou, China. Northern Gateway Infrastructure Sdn Bhd. It was successfully issued and will primarily be used to part finance the construction cost of the Immigration, Customs, Quarantine and Security complex in Bukit Kayu Hitam, Kedah. 16
DRB-HICOM Annual Report BERHAD 2018 AUGUST 2017 SEPTEMBER 2017 OCTOBER 2017 30 27 25-26 DRB-HICOM 27TH ANNUAL GENERAL PROVIM WINNER RECEIVES SAGA 1.3CVT SAFETY AND HEALTH CAMPAIGN DAY MEETING PROVIM, organised by Media Prima is a With the theme of ‘Care You Can Believe In’, The 27th AGM gathered more than 3,000 competition to crown the best short video on programmes were lined up and offered the best shareholders for the annual shareholders patriotism, held in conjunction with the National services for Warga DRB-HICOM. The parties gathering. This year, the AGM was followed by an Day and Malaysia Day. The grand prize was won involved were Mobecomm, Qualitas, IMU EGM. by Mohamad Faiz Yaakob from Kelantan who Healthcare, KPJ Healthcare, Alam Flora and many walked away with a brand new Saga 1.3CVT more. At the blood donation campaign, a total of sponsored by DRB-HICOM. 27,000ml blood was collected from 69 Warga DRB-HICOM donors. NOVEMBER 2017 04 12 21 DRB-HICOM DEEPAVALI CELEBRATION DRB-HICOM FAMILY DAY ISUZU-HICOM 10TH ANNIVERSARY WITH PERTUBUHAN KEBAJIKAN IHSAN KANAK-KANAK ARUT PERUM JOTHY, IPOH Warga DRB-HICOM had a blast at Lost World The company celebrated a decade of milestones of Tambun. More than 1,000 Warga and their and achievements with their staff, partners, local The children from Pertubuhan Kebajikan Ihsan family members gathered to strengthen the bond government officers and stakeholders. Susumu Kanak-Kanak Arut Perum Jothy, Ipoh were treated between our Warga with the theme “We Are Hosoi, Isuzu Motors Limited Chairman attended to a Deepavali celebration. A total of 31 children Family”. the ceremony. were entertained with clowns and treated to some games. They danced and had a wonderful time with Sahabat DRB-HICOM. 17
DRB-HICOM Annual Report BERHAD 2018 NOVEMBER 2017 JANUARY 2018 07 05 15-17 HICOM AUTO LAUNCHES VOLKSWAGEN BACK-2-SCHOOL PROGRAMME EURASIA 2018 SEREMBAN The programme saw 725 students receiving the aid DRB-HICOM returned once again as the presenting Volkswagen Passenger Cars Malaysia (VPCM) and for the school year as compared to 259 students partner for the third edition of the EurAsia Cup; HICOM Auto launched the latest addition to the last year. The recipients were the children of Warga a bi-annual match-play golf tournament. The Volkswagen network - the Volkswagen Seremban DRB-HICOM and underprivileged children from SK tournament provides an opportunity for 3S Centre. Spanning over a total of 24,735 sqft, Bangsar, SK Menson in Pahang, SK Endap and SK Sri DRB-HICOM to be associated with an international the Volkswagen Seremban 3S Centre showroom is Pinang in Sarawak. team event between the best of Asia and the best able to fit eight car displays and a guest lounge for of Europe. EurAsia Cup also provides a platform for customer convenience. DRB-HICOM to grow our brand awareness globally. FEBRUARY 2018 MARCH 2018 03 05 DRB-HICOM LAUNCHES NATIONAL CHINESE NEW YEAR CELEBRATION WITH AUTOMOTIVE CLUSTER ("NAC") HEMODIALYSIS PATIENTS Tanjong Malim was declared as the site of the NAC, DRB-HICOM shared the Lunar New Year a 980-acre plot which is carved out within the festive joy with haemodialysis patients from sprawling Proton City development designed to be Pusat Hemodialisis Dato’ Lee Kok Chee, Pusat Hemodialisis PMKL and Pusat Hemodialisis Kau an industrial park dedicated for local and foreign Ong Yah. Each centre received RM5,000 and our automotive vendors. Sahabat spent some time with the patients and spreading new year joy. 18
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DRB-HICOM Annual Report BERHAD 2018 Financial Calendar for the financial year ended 31 March 2018 Announcement of Unaudited Date of Announcement Consolidated Results 1st Quarter ended 30 June 2017 25 August 2017 2nd Quarter ended 30 September 2017 30 November 2017 3rd Quarter ended 31 December 2017 28 February 2018 4th Quarter ended 31 March 2018 31 May 2018 Dividend Single Tier First and Final Dividend of 3.0 sen per share Notice Date Entitlement Date Payment Date 31 July 2018 13 September 2018 01 October 2018 28 th Annual General Meeting Notice Date Meeting Date 31 July 2018 30 August 2018 20
DRB-HICOM Annual Report BERHAD 2018 Corporate Information as at 29 June 2018 BOARD OF DIRECTORS Dato’ Mohammad Zainal bin Dato’ Siti Fatimah Dato’ Ibrahim bin Taib Tee Beng Thong Shaari binti Daud Independent Independent Chairman/ Non-Independent Non-Independent Non-Executive Director Non-Executive Director Non-Executive Director Non-Executive Director Dato’ Sri Syed Faisal Albar bin Datuk Ooi Teik Huat Datuk Idris bin Abdullah Sharifah Sofia binti Syed Mokhtar Syed A.R. Albar Senior Independent @Das Murthy Shah Group Managing Director Non-Executive Director Independent Non-Independent Non-Executive Director Non-Executive Director BOARD NOMINATION AND BOARD RISK AND BOARD AUDIT COMMITTEE REMUNERATION COMMITTEE SUSTAINABILITY COMMITTEE Chairman Chairman Chairman Datuk Ooi Teik Huat Dato’ Mohammad Zainal bin Shaari Datuk Idris bin Abdullah@Das Murthy Members Members Members Dato’ Ibrahim bin Taib Datuk Ooi Teik Huat Datuk Ooi Teik Huat Datuk Idris bin Abdullah@Das Murthy Datuk Idris bin Abdullah@Das Murthy Dato’ Siti Fatimah binti Daud COMPANY SECRETARY REGISTERED OFFICE COMPANY WEBSITE Sabarina Laila binti Mohd Hashim Level 5, Wisma DRB-HICOM www.drb-hicom.com (LS0004324) No. 2, Jalan Usahawan U1/8 Tel : +603 2052 7695 Seksyen U1 Fax : +603 2052 7696 40150 Shah Alam SHARE REGISTRAR E-mail : sabarina@drb-hicom.com Selangor Darul Ehsan Malaysia Symphony Share Registrars Sdn. Bhd. Tel : +603 2052 8000 (Company No: 378993-D) INTERNAL AUDIT Fax : +603 2052 8099 Level 6, Symphony House Pusat Dagangan Dana 1 Abdul Jamil bin Johari Jalan PJU 1A/46, 47301 Head, Group Internal Audit INVESTOR RELATIONS Petaling Jaya, Selangor Darul Ehsan Tel : +603 2052 8962 Malaysia Fax : +603 2052 8959 Norli binti Dollah Tel : +603 7849 0777 E-mail : jamil@drb-hicom.com Manager, Investor Relations Fax : +603 7841 8151/52 Tel : +603 2052 8194/8213 E-mail : ssr.helpdesk@symphony.com.my AUDITORS Fax : +603 2052 8228 E-mail : invest@drb-hicom.com PRINCIPAL SOLICITORS Ernst & Young (AF 0039) Chartered Accountants PRINCIPAL BANKERS Naqiz & Partners Level 23A, Menara Milenium Hisham, Sobri & Kadir Jalan Damanlela Bank Muamalat Malaysia Berhad Kadir Andri & Partners Pusat Bandar Damansara Malayan Banking Berhad 50490 Kuala Lumpur, Malaysia RHB Bank Berhad Tel : +603 7495 8000 AmBank (M) Berhad Fax : +603 2095 5332 STOCK EXCHANGE LISTING CIMB Bank Berhad Listed on Main Market of Bursa Malaysia AGM HELPDESK Securities Berhad Listing Date : 4 September 1992 Stock Name : DRBHCOM Tel : +603 2052 8136/7695 Stock Code : 1619 21
DRB-HICOM Annual Report BERHAD 2018 Group Corporate Structure Operating companies as at 31 March 2018 Konsortium Logistik (Sabah) Sdn. Bhd. E.I. : 53.50% DRB-HICOM KP Cougar Malaysian Westport KP Asia Environmental Alam Flora Distribution Logistics Shipping Distripark (M) Auto Logistics Services Sdn. Bhd. Services (Malaysia) Agencies Sdn. Bhd. Sdn. Bhd. Sdn. Bhd. Sdn. Bhd. Sdn. Bhd. Sdn. Bhd. E.I. : 97.37% E.I. : 53.50% E.I. : 53.50% E.I. : 97.37% E.I. : 53.50% E.I. : 53.50% E.I. : 53.50% Pos Aviation Pos Asia Pos Logistics Engineering Cargo Express Berhad Services Sdn. Bhd. Sdn. Bhd. E.I. : 53.50% E.I. : 53.50% E.I. : 53.50% Puspakom Muamalat Muamalat Datapos (M) Pos Digicert Pos Aviation PSH Express Pos Ar-Rahnu Proton City Teknik Invest Venture EON Sdn. Bhd. Sdn. Bhd. Sdn. Bhd. Sdn. Bhd. Sdn. Bhd. Development Sdn. Bhd. Sdn. Bhd. Sdn. Bhd. Properties Corporation E.I. : 53.50% E.I. : 53.50% E.I. : 53.50% E.I. : 53.50% E.I. : 53.50% Sdn. Bhd. E.I. : 100% E.I. : 70% E.I. : 70% Sdn. Bhd. E.I. : 100% E.I. : 100% Glenmarie Dekad Kaliber Development HICOM Bank Sdn. Bhd. (Pahang) University Pos Malaysia PUSPAKOM Muamalat Sdn. Bhd. College Berhad Sdn. Bhd. Malaysia E.I. : 100% Berhad E.I. : 100% Sdn. Bhd. E.I. : 53.50% E.I. : 100% E.I. : 100% E.I. : 70% Glenmarie HICOM Rebak Island Cove HICOM Berhad Indungan Marina Berhad Development Sdn. Bhd. Sdn. Bhd. E.I. : 100% E.I. : 100% E.I. : 100% E.I. : 100% Northern Glenmarie Gateway Neraca Prisma Properties Sdn. Bhd. Infrastructure Sdn. Bhd. Sdn. Bhd. E.I. : 100% E.I. : 100% E.I. : 100% Benua Kurnia Sdn. Bhd. E.I. : 100% Proton Media City PROTON HICOM Properties Ventures Holdings Holdings Sdn. Bhd. Sdn. Bhd. Berhad Berhad E.I. : 100% E.I. : 51% E.I. : 50.10% E.I. : 100% Media City Development Sdn. Bhd HICOM-Gamuda Horsedale E.I. : 51% Development Development Sdn. Bhd. Berhad E.I. : 35.30% E.I. : 70.60% Puncak Permai Sdn. Bhd. E.I. : 58% Sectorial Automotive Services Properties PROTON Marketing Sdn. Bhd. Investment Holding E.I. : 50.10% Joint Ventures Associated Companies DRB-HICOM Group’s Effective Interest 22
DRB-HICOM Annual Report BERHAD 2018 SRT-EON Security Services Sdn. Bhd. PNSL Risk Parcel Tankers Management Malaysia E.I. : 40% Sdn. Bhd. Sdn. Bhd. E.I. : 53.50% E.I. : 27.29% Aman Freight Diperdana (Malaysia) PNSL Berhad Kontena Sdn. Bhd. Sdn. Bhd. E.I. : 53.50% E.I. : 53.50% E.I. : 53.50% Isuzu Service Center Sdn. Bhd. E.I. : 73.69% Defence Services DRB-HICOM DRB-HICOM Sdn. Bhd. EZ-Drive Leasing CTRM Aero Sdn. Bhd. Sdn. Bhd. E.I. : 100% Isuzu Malaysia Composites Sdn. Bhd. Sdn. Bhd. E.I. : 100% E.I. : 100% Composites E.I. : 48.42% Technology E.I. : 96.87% Research Malaysia Euromobil Sdn. Bhd. Sdn. Bhd. CTRM E.I. : 96.87% Testing E.I. : 100% DRB-HICOM Laboratory Auto Solutions DEFTECH Sdn. Bhd. Automotive Sdn. Bhd. Unmanned Corporation Systems E.I. : 96.87% (Malaysia) HICOM Auto E.I. : 100% Sdn. Bhd. Sdn. Bhd. Sdn. Bhd. E.I. : 100% E.I. : 100% E.I. : 100% DRB-HICOM DEFTECH Defence Aviation Edaran EON Technologies Sdn. Bhd. Otomobil Auto Mart Sdn. Bhd. Nasional Sdn. Bhd. E.I. : 100% Berhad E.I. : 100% E.I. : 100% Marutech E.I. : 100% DEFTECH Elastomer Systems Industries DRB-HICOM Mitsubishi Honda Integration Sdn. Bhd. Commercial Motors Malaysia Sdn. Bhd. Vehicles Malaysia Sdn. Bhd. E.I. : 25% Sdn. Bhd. E.I. : 100% Sdn. Bhd. E.I. : 34% E.I. : 100% E.I. : 48% Suzuki Motorcycle Malaysia HICOM Sdn. Bhd. Polymers HICOM HBPO Motosikal Edaran Industry Dan Enjin Sdn. Bhd. Modenas E.I. : 29% Sdn. Bhd. Nasional Sdn. Bhd. E.I. : 60% Sdn. Bhd. E.I. : 100% E.I. : 81% E.I. : 81% ISUZU HICOM Malaysia HICOM Sdn. Bhd. Diecastings Automotive Sdn. Bhd. E.I. : 49% Oriental Faurecia HICOM Conversion E.I. : 100% Summit Emissions Control Engineering Industries Technologies (M) Sdn. Bhd. Proton Motors Sdn. Bhd. Sdn. Bhd. (Thailand) Exedy E.I. : 50.10% (Malaysia) Company PHN Industry E.I. : 100% E.I. :35% Limited Sdn. Bhd. Sdn. Bhd. Perusahaan Proton Otomobil Tanjung Malim E.I. : 50.10% E.I. : 45% E.I. : 100% Nasional Sdn. Bhd. DRB-HICOM Sdn. Bhd. Mechatronics Proton E.I. : 50.10% Proton Parts Sdn. Bhd. E.I. : 50.10% Commerce Centre HICOM-YAMAHA Sdn. Bhd. HICOM Sdn. Bhd. Manufacturing Automotive E.I. : 100% Miyazu E.I. : 25.05% Malaysia Manufacturers (Malaysia) E.I. : 50.10% Sdn. Bhd. (Malaysia) Sdn. Bhd. Sdn. Bhd. E.I. : 45% E.I. : 100% E.I. : 33.07% Lotus Cars Proton Edar Malaysia Sdn. Bhd. Sdn. Bhd. HICOM-Teck See Manufacturing E.I. : 50.10% E.I. : 50.10% Malaysia Sdn. Bhd. Proton Cars PT Proton E.I. : 51% Australia Edar Pty. Limited Indonesia E.I. : 50.10% E.I. : 50.10% 23
DRB-HICOM Annual Report BERHAD 2018 Investor Relations DRB-HICOM Group has regained growth momentum despite demanding circumstances and economic volatility in FY2017/18. Various factors contributed to the overall improved performance of the Group. Among them are strategic initiatives and/or partnerships, business rationalisation and rejuvenation, as well as disposal of non-core assets in our efforts to create future growth and value to the shareholders. The Group believes in establishing and maintaining good relationships with the investing community. Thus, various efforts have been made by the Senior Management through our Investor Relations (“IR”) Department to continuously engage and inform the investors of the current and future business developments and challenges. SHAREHOLDER BASE DRB-HICOM’s broad shareholder base consists of government agencies, corporate, institutional and private/retail shareholders. As at 31 March 2018, it had a total of 39,179 shareholders, with Etika Strategi Sdn. Bhd. and Employees Provident Fund holding the highest equity at 55.9% and 7.6% respectively. Foreign shareholding registered at 9.2%. 39,179 70.3% 9.2% Institutional/ Substantial Foreign Retail Shareholders Shareholders Shareholding Etika Strategi Sdn. Bhd. 55.9% Employees Provident Fund 7.6% Lembaga Tabung Haji 6.8% As at 31 March 2018 24
DRB-HICOM Annual Report BERHAD 2018 SHARE PERFORMANCE For FY2017/18, DRB-HICOM’s quarterly share price generally surpassed the movements of FBM KLCI. Influx of foreign buying interest drove the FBM KLCI to rise tremendously by end of 2017. Share price closed at RM2.44 as at 31 March 2018 with total turnover of RM3.7 billion and 1.9 billion shares exchanging hands in FY2017/18 compared to a total turnover of RM1.5 billion with 1.9 billion shares traded in the previous year. The surge in volume traded mainly came from the escalating interest in the Group following the completion of the search for a Foreign Strategic Partner (“FSP”) of PROTON Holdings Berhad (“PROTON”) and other transactions announced by the company. DRB-HICOM Share Price Performance VS. FBM KLCI FY2018 RM Index Q1 Q2 Q3 Q4 3.0 1900 2.5 1850 2.0 1800 1.5 1750 1.0 1700 Q1 Change (%) Q2 Change (%) Q3 Change (%) Q4 Change (%) 0.5 DRBH - 20.3 DRBH - (1.1) DRBH - 1.6 DRBH - 33.0 1650 DRB-HICOM KLCI - 2.1 KLCI - (0.1) KLCI - 0.4 KLCI - 4.3 FBM KLCI 0.0 1600 Apr 17 May 17 Jun 17 Jul 17 Aug 17 Sep 17 Oct 17 Nov 17 Dec 17 Jan 18 Feb 18 Mar 18 Share Price & Volume Traded 4, 5 Years Trading Volume & ,-##-"./ CFD Highest - Lowest Share Price (Intra-day) ==
DRB-HICOM Annual Report BERHAD 2018 INVESTOR ENGAGEMENTS Various methods adopted in IR’s effort to ensure continuity in engaging the investing community with key events are tabulated below: Plant Visit • HICOM Automotive Complex in Pekan, Pahang 18 April 2017, 6 October 2017 Analyst Briefing Key Events • Heads of Agreement signing with FSP 24 May 2017 Date • Investor and Analyst Day 22 March 2018 • Non-deal Roadshow 23 August 2017 • Annual General Meeting and Extraordinary General Meeting 30 August 2017 • One-on-one meetings/ equity conferences/ corporate luncheons, etc Throughout the year Investor and Analyst Briefings There was an overwhelming demand for updates on the Group’s overall corporate and strategic development and quarterly financial performance from the investing community. The Group had engaged with more than 150 fund managers, analysts, institutional shareholders as well as existing and potential investors through Analyst briefing at one-on-one or small group meetings, teleconferences, Holiday Inn Kuala Lumpur Glenmarie on 23 March 2018 non-deal roadshows and analyst briefings to keep them abreast with the Group’s current position. These meetings provide a platform where investing communities can seek more in-depth understanding on the Group’s performance and strategy going forward, directly from Senior Management. Analyst briefing following Heads of Agreement signing with Geely on 24 May 2017 26
DRB-HICOM Annual Report BERHAD 2018 Visit to DRB-HICOM Defence Technologies Sdn. Bhd. Plant Visits We further showcased the Group’s value proposition as a Both visits included corporate briefings by DHAS, key automotive player in the market via visits to HICOM DRB-HICOM University and DEFTECH, plant tour and test Automotive Complex in Pekan, Pahang separately on 18 drives to experience the new Tiguan and Passat. It April and 6 October 2017. HICOM Automotive Complex is necessary that investors gain visual perspectives houses Mercedes-Benz and Volkswagen assembly plants, themselves to better understand our multifaceted DRB-HICOM Auto Solutions Sdn. Bhd. (“DHAS”), DRB-HICOM businesses. The events showcased our business presence Defence Technologies Sdn. Bhd. (“DEFTECH”) and DRB-HICOM in the entire spectrum of automotive ecosystem and, University of Automotive Malaysia (“DRB-HICOM University”). including our education programmes. Visit to DRB-HICOM University of Automotive Malaysia Visit to the Volkswagen assembly plant Quarterly Financial Announcement DRB-HICOM announces its financial results on a quarterly basis. Respective investor-friendly financial performance decks were made available immediately on the Group’s website following each disclosure to Bursa Malaysia as tabulated in the following table: First Quarter FY2017/18 25 August 2017 Key Events Second Quarter FY2017/18 30 November 2017 Date Third Quarter FY2017/18 28 February 2018 Fourth Quarter FY2017/18 31 May 2018 27
DRB-HICOM Annual Report BERHAD 2018 Annual General Meeting and Extraordinary General RETURN TO SHAREHOLDERS Meeting We reiterate our dividend commitment through the DRB-HICOM’s 27 th Annual General Meeting (“AGM”) and dividend policy statement as approved by the Board as Extraordinary General Meeting (“EGM”) were held on follows: 30 August 2017 at the Holiday Inn Kuala Lumpur Glenmarie. Both meetings served as platforms for shareholders to DIVIDEND POLICY interact with the Board of Directors (“Board”) and Senior Management on financial results and business-related “It is the Group’s intention to create value for shareholders matters. through a sustainable dividend policy. In line with this, the Board acknowledges the importance of rewarding During the EGM, approvals were sought from shareholders shareholders with a stable dividend and to sustainably to give the authority to the Board to carry out and proceed grow dividend over time with the Proposed Share Subscription and the Proposed Divestment of PROTON. All resolutions were duly passed, Considering the Group is currently announced to and disclosed to Bursa Malaysia on the same day. undertaking major investments, the dividend payout target will be between 20% and 30% Credit Rating of the operational net profit. Malaysian Rating Corporation Berhad (“MARC”) was The dividend policy shall be reviewed by the Board engaged several times to provide update on developments periodically. In determining the annual dividend level, within the Group as well as the Group’s deliverables the Board will take into consideration the availability of going forward. MARC had in September 2016, rated A+ IS cash, retained earnings, operating cash flow requirements, for DRB-HICOM’s Islamic Medium-Term Notes (“IMTN”) business prospect, future capital expenditure, investment Programme of up to RM1.8 billion, and A- IS for Perpetual plan and financing requirements. The Board will ensure Sukuk Musharakah Programme (“Perpetual Sukuk”) of up to a good balance sheet management with gearing kept at RM2.0 billion. Both were maintained at “Stable”. manageable level.” The affirmed ratings reflect the improving credit profile CAPITAL MARKET FEEDBACK of DRB-HICOM following the 49.9% dilution of stake in PROTON and full divestment of Lotus Advance Technologies DRB-HICOM recognises that feedback from the investment Sdn. Bhd. stronger performance of non-PROTON marques community is vital to meeting the information needs i.e. Honda, improving prospects of Logistics business and improving relationships. As such, any constructive and stable revenue generation from sizeable contracts feedback and ideas can be directed to the IR Department in the Defence and Aerospace businesses. The potential at invest@drb-hicom.com. challenges in turning around PROTON and potential increase in capital expenditure to fund expansion of logistics businesses moderate the ratings. IR Webpage As part of our continuous effort to provide up-to-date information on our businesses and performance to the investing community, we post our latest quarterly financial results, announcements and disclosures on our corporate website www.drb-hicom.com as per Bursa Malaysia requirements. Our website also contains our annual reports, press releases and archives of past corporate and financial information. 28
DRB-HICOM Annual Report BERHAD 2018 DRB-HICOM’s 27 th Annual General Meeting 29
DRB-HICOM Annual Report BERHAD 2018 Group 5 Years Financial Highlights 2018 2017 2016 2015 2014 RM’000 RM’000 RM’000 RM’000 RM’000 Operating Revenue 12,789,677 12,058,334 12,172,941 13,687,839 14,200,742 Profit/(Loss) Before Taxation 415,130 (227,698) (822,130) 501,834 801,741 Basic and Diluted Earnings/(Loss) Per Share (sen) 25.78 (23.62) (51.35) 15.53 23.91 Dividend Per Share ^ (sen) 3.00 1.00 2.00 6.00 6.00 Total Assets 43,195,433 44,044,826 42,041,503 42,359,330 39,753,022 Total Equity 10,285,872 10,254,313 8,502,443 9,352,075 8,511,548 Net Assets Per Share * (RM) 3.48 3.14 3.38 3.92 3.78 Total Borrowings 5,785,112 6,293,775 6,864,745 6,909,731 7,127,063 Gross Gearing Ratio (Times) 0.56 0.61 0.81 0.74 0.84 ^ Dividend per share (gross) consists of interim and final dividend declared and proposed for the designated financial year * Based on 1,933,237,051 ordinary shares in issue Profit/(Loss) Before Taxation RM’000 1,000,000 Operating Revenue 801,741 800,000 RM’000 14,500,000 600,000 501,834 14,200,742 415,130 14,000,000 400,000 13,687,839 13,500,000 200,000 13,000,000 12,789,677 - 12,500,000 (200,000) 12,172,941 12,058,334 (227,698) 12,000,000 (400,000) 11,500,000 (600,000) 11,000,000 (800,000) (822,130) 10,500,000 (1,000,000) 2014 2015 2016 2017 2018 2014 2015 2016 2017 2018 Financial Year Ended Financial Year Ended 30
DRB-HICOM Annual Report BERHAD 2018 Basic and Diluted Earnings/(Loss) Per Share sen 30.00 25.78 23.91 20.00 15.53 10.00 - (10.00) (20.00) (23.62) (30.00) (40.00) (50.00) (51.35) (60.00) 2014 2015 2016 2017 2018 Financial Year Ended Total Assets RM’000 45,000,000 44,044,826 Total Equity 44,000,000 43,195,433 RM'000 43,000,000 42,359,330 12,000,000 10,285,872 10,254,313 42,041,503 9,352,075 42,000,000 10,000,000 8,511,548 8,502,443 41,000,000 8,000,000 39,753,022 40,000,000 6,000,000 39,000,000 4,000,000 38,000,000 2,000,000 37,000,000 2014 2015 2016 2017 2018 2014 2015 2016 2017 2018 Financial Year Ended Financial Year Ended Gross Gearing Ratio Net Assets Per Share Times 0.90 RM 0.84 0.81 3.92 4.00 3.78 0.80 0.74 3.48 3.50 0.70 3.38 3.14 0.61 3.00 0.56 0.60 2.50 0.50 2.00 0.40 1.50 0.30 1.00 0.20 0.50 0.10 2014 2015 2016 2017 2018 2014 2015 2016 2017 2018 Financial Year Ended Financial Year Ended 31
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