DRB-HICOM 2018 - MalaysiaStock.Biz

Page created by George Watkins
 
CONTINUE READING
DRB-HICOM 2018 - MalaysiaStock.Biz
DRB-HICOM 2018 - MalaysiaStock.Biz
DRB-HICOM 2018 - MalaysiaStock.Biz
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 2018 - MalaysiaStock.Biz
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 2018 - MalaysiaStock.Biz
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 2018 - MalaysiaStock.Biz
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 2018 - MalaysiaStock.Biz
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 2018 - MalaysiaStock.Biz
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 2018 - MalaysiaStock.Biz
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 2018 - MalaysiaStock.Biz
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
DRB-HICOM                                                  Annual Report
BERHAD                                                             2018

            This page has been intentionally left blank.

                                 19
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
You can also read