Eng - IOI Group

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directors’report cont’dSIGNIFICANT EVENTS DURING THE FINANCIAL YEAR cont’dcAcquisition of Unipamol Malaysia Sdn Bhd and Pamol Plantations Sdn Bhd cont’dThe acquisition was completed on 17 January 2003. The purchase consideration has been revised from RM567million to RM555 million as mutually agreed between Palmco and the vendors.The acquisition has been part financed by a term loan of RM350 million. The term loan is secured by a pledge overthe shares in Unipamol and PPSB.dProposed Acquisition of Interest in Oil Palm Estates and Palm Oil Mill in SabahOn 19 March 2003, the Company had entered into several conditional sale and purchase agreements with severalvendors to acquire the entire equity interest in the following companies for a total consideration of RM607.7 million:iiiiiiivvB. A. Plantations Sdn BhdMayvin (Sabah) Sdn BhdPine Capital Sdn BhdRight Purpose Sdn BhdMayvin Incorporated Sdn BhdThe above companies are principally involved in oil palm plantation business with a total of 21,722 hectares of oil palm estatesand a palm oil mill in Sabah. The oil palm estates are located adjacent or within the vicinity of oil palm estates of the Group.The proposed acquisition has been approved by the Securities Commission (“SC”) on 25 August 2003 with a revision in thepurchase consideration from RM607.7 million to RM535.6 million to be satisfied by the issuance of 72,105,305 newordinary shares of RM0.50 each at RM5.20 per share and RM160.7 million by cash. The approval of the Foreign InvestmentCommittee (“FIC”) has also been obtained vide the same SC’s letter in accordance with the SC regulations, applicable to theproposed acquisition.The Directors and/or major shareholders of the Company who are interested or deemed to be interested in theproposed acquisition are as follows:iiiiiiivvTan Sri Dato’ Lee Shin ChengDato’ Lee Yeow ChorLee Cheng LeangPuan Sri Datin Hoong May KuanProgressive Holdings Sdn BhdThe proposed acquisition is still pending approvals from the followings:IOI Corporation BerhadAnnual Report 2003126iiishareholders of the Company at an extraordinary general meeting to be convened in which interestedshareholders and persons connected shall abstain from voting;Kuala Lumpur Stock Exchange for the listing of and quotation for the new shares be issued.The full details of the proposed acquisition and the approvals by the SC and the FIC have been announced by theCompany on 20 March 2003 and 2 September 2003 respectively.
AUDIT COMMITTEEThe Directors who served as members of the Audit Committee since the date of the last report are as follows:Datuk Hj Mohd Khalil b Dato’ Hj Mohd Noor (Chairman)Datuk Khalid b Hj HusinChan Fong AnnDato’ Yeo How (MIA No. 4368)NOMINATING COMMITTEEThe Directors who served as members of the Nominating Committee since the date of the last report are as follows:Datuk Hj Mohd Khalil b Dato’ Hj Mohd Noor (Chairman)Chan Fong AnnDatuk Khalid b Hj HusinREMUNERATION COMMITTEEThe Directors who served as members of the Remuneration Committee since the date of the last report are as follows:Tan Sri Dato’ Lee Shin Cheng (Chairman)Datuk Hj Mohd Khalil b Dato’ Hj Mohd NoorChan Fong AnnAUDITORSThe retiring auditors, Messrs. BDO Binder, have indicated their willingness to accept reappointment.Signed in accordance with a resolution of the Directors.On behalf of the BoardTan Sri Dato’ Lee Shin ChengExecutive ChairmanDato’ Yeo HowExecutive DirectorPuchong, Selangor Darul Ehsan2 September 2003127IOI Corporation BerhadAnnual Report 2003
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www.ioigroup.comIOI Corporation Ber
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OPERATING BACKGROUNDThe Malaysian e
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FINANCIAL OVERVIEW cont’dGroup’
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REVIEW OF RESULTS cont’dEBIT cont
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OTHER CORPORATE DEVELOPMENT AND GRO
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SOCIAL CONTRIBUTIONSAs a responsibl
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ACKNOWLEDGEMENTOn behalf of the Boa
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noticeofannualgeneralmeetingNOTICE
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noticeofannualgeneralmeeting cont
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noticeofannualgeneralmeeting cont
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oostingjobfulfilment“When it come
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oardofdirectorsTan Sri Dato’ Lee
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Dato’ Lee Yeow ChorExecutive Dire
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Datuk Khalid b Hj HusinIndependent
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groupfinancialoverviewBalance Sheet
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groupperformancehighlightsIOI Corpo
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five-yearfinancialhighlightsIn RM
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oostingsocialcommitment“As a cari
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HIGHLIGHTS cont’d• Net operatin
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ECONOMIC PROFIT AND RETURNS cont’
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RISK MANAGEMENTThe Group has in pla
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Financial Risk Management cont’d
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management’sdiscussionandanalysis
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Area Statement (In Hectares)Year en
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OPERATIONS cont’dAlthough oil yie
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OUTLOOK AND PROSPECTSPrices of edib
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OPERATIONS cont’dIn line with the
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RESULTS cont’dThe Group’s overa
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ValKepongKLCCKualaLumpurKL SentralP
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OPERATIONSThe Group’s palm oil re
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PROSPECTSThe oleochemical sub-segme
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Page 79 and 80: ACTIVITIES cont’dviiReview of the
Page 81 and 82: Roles and Principal Duties cont’d
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Page 85 and 86: Re-electionIn accordance with the C
Page 87 and 88: Directors’ Remuneration cont’d1
Page 89 and 90: Financial Reporting cont’dIn addi
Page 91 and 92: NATURE OF OUR INTERNAL CONTROLS CON
Page 93 and 94: otherinformationCOMPOSITION OF SHAR
Page 95 and 96: Type of Recurrent Interested Direct
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Page 99 and 100: 27 Tan Sri Dato’ Lee Shin Cheng i
Page 101 and 102: groupbusinessstructurePlantationPla
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Page 105 and 106: ■ Plantation1 Bukit Dinding Estat
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Page 109 and 110: MARCH 2003• IOI achieved a 5th pl
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Page 116 and 117: directors’reportThe Directors of
Page 118 and 119: directors’report cont’dWARRANTS
Page 120 and 121: directors’report cont’dEXECUTIV
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eportoftheauditors to the members o
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groupproperties cont’dAPLANTATION
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groupproperties cont’dBDEVELOPMEN
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groupproperties cont’dDINDUSTRIAL
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groupproperties cont’dEOTHER PROP
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LIST OF TOP 30 SHAREHOLDERS cont’
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