Oriental Holdings Bhd.MYX: ORIENT

Annual Report FY2024

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ORIENTAL HOLDINGS BERHAD

196301000446 (5286-U)

ANNUAL REPORT

2024



CONTENTS

002 Notice of Annual General Meeting

007 Dividend Announcement

008 Statement on Proposed Renewal of Authority to Purchase its Own Stocks

015 Corporate Information

016 Profile of Directors/ Key Senior Management

023 Name of Subsidiaries and Associates

025 Group Structure

026 Chairman's Statement

028 Management Discussion and Analysis 048 Five-Year Group Financial Summary 049 Financial Highlights of the Group 050 Financial Calendar

051 Corporate Governance Overview Statement

064 Other Information and Disclosure

067 Audit Committee Report

072 Statement on Risk Management and Internal Control

076 Sustainability Statement

078 Financial Statements for the Year Ended 31 December 2024

222 Ten Largest Properties of the Group as at 31 December 2024

224 Stockholding Statistics

Proxy Form Administrative Guide Request Form



NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Sixty-Third Annual General Meeting ("63rdAGM") of stockholders of Oriental Holdings Berhad ("OHB" or "the Company") will be held at Sri Mas Ballroom, Level 4, Bayview Hotel Georgetown Penang, 25A Farquhar Street, 10200 Penang, Malaysia on Tuesday, 10 June 2025 at 2.30 pm, for the purpose of considering and if thought fit, passing with or without modifications the resolutions set out in this notice.

As Ordinary Business
  1. To receive the Audited Financial Statements for the financial year ended 31 December 2024 together with the Directors' Report and Auditors' Report thereon.

  2. To declare a Final Single Tier Dividend of 20 sen per ordinary stock for the financial year ended 31 December 2024.

  3. To re-elect the following Directors who retire pursuant to Clause 103 of the Company's Constitution:

    1. Datuk Loh Kian Chong

    2. Puan Nazriah Binti Shaik Alawdin

    3. Dato' Robert Wong Lum Kong, DSSA, JP, CMJA (UK)

  4. To re-elect Mr. Kunitomo Asano who retires in accordance with Clause 110 of the Company's Constitution.

  5. To approve Directors' fees and benefits up to an aggregate amount of RM3.0 million payable to the Directors from one day after the coming Annual General Meeting ("AGM") to the next AGM of the Company in 2026.

  6. To re-appoint KPMG PLT as Auditors of the Company and to authorise the Directors to fix their remuneration.

    Ordinary Resolution 1

    Ordinary Resolution 2

    Ordinary Resolution 3

    Ordinary Resolution 4

    Ordinary Resolution 5

    Ordinary Resolution 6

    Ordinary Resolution 7

    As Special Business
  7. Proposed Renewal of Shareholders' Mandate and Proposed New Shareholders' Mandate for Recurrent Related Party Transactions of A Revenue or Trading Nature "THAT, pursuant to Chapter 10.09 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, a general mandate of the Stockholders be and is hereby granted to the Company and/or its subsidiaries to enter into the recurrent arrangements or transactions of a revenue or trading nature, as set out in the Company's Circular to Stockholders dated 30 April 2025 ("the Circular") with any person who is a related party as described in the Circular, provided that such transactions are undertaken in the ordinary course of business, on an arm's length basis, and on normal commercial terms, or on terms not more favourable to the Related Party than those generally available to the public and are not, in the Company's opinion, detrimental to the minority stockholders; and that disclosure will be made in the annual report of the aggregate value of transactions conducted during the financial year.

    AND THAT, such approval, shall continue to be in force until:

    1. the conclusion of the next AGM of the Company following the general meeting at which authorization is obtained, at which time it shall lapse, unless by ordinary resolution passed at the meeting, that authority is renewed either unconditionally or subject to conditions; or

    2. the expiration of the period within which the next AGM after the date it is required to be held pursuant to Section 340(2) of the Companies Act 2016 ("Act") (but shall not extend to such extension as may be allowed pursuant to Section 340(4) of the Act); or

    3. revoked or varied by resolution passed by the stockholders of the Company in a general meeting, whichever is earlier.

    FURTHER THAT the Directors of the Company be and are hereby authorised to do all acts, deeds, things and execute all necessary documents as they may consider necessary or expedient in the best interest of the Company with full powers to assent to any conditions, variations, modifications and/or amendments in any manner as may be required or permitted under relevant authorities to give full effect to the Proposed Stockholders' Mandate."

    Ordinary Resolution 8

    2 ANNUAL REPORT 2024

    NOTICE OF ANNUAL GENERAL MEETING

    As Special Business (Cont'd)
  8. Proposed Renewal of Authority to Buy-Back its Own Stocks

    "THAT, subject to compliance with Section 127 of the Companies Act 2016 (as may be amended, modified or re-enacted from time to time) and any prevailing laws, rules, regulations, orders, guidelines and requirements issued by any relevant authorities, approval be and is hereby given to the Company to utilise up to RM1 billion which represents the audited retained profits reserve of the Company as at 31 December 2024, otherwise available for dividend for the time being, to purchase on Bursa Malaysia Securities Berhad its own stocks up to 62,039,363 ordinary stocks representing 10% of the total number of issued stocks of the Company of 620,393,638 ordinary stocks as at 2 April 2025 (including 131,808 Stocks retained as Treasury Stocks).

    AND THAT, upon completion of the purchase(s) of the Stocks by the Company, the Stocks shall be dealt with in the following manner:

    1. to cancel the Stocks so purchased; or

    2. to retain the Stocks so purchased as Treasury Stocks for distribution as dividends to the stockholders and/or resell on the market of Bursa Malaysia Securities Berhad; or

    3. to retain part of the Stocks so purchased as Treasury Stocks and cancel the remainder; or

    4. in such manner as Bursa Malaysia Securities Berhad and such other relevant authorities may allow from time to time.

    AND THAT, such authority from the stockholders would be effective immediately upon the passing of this Ordinary Resolution and will continue in force until:

    1. the conclusion of the next AGM of the Company, unless by ordinary resolution passed at the meeting, the authority is renewed, either unconditionally or subject to conditions;

    2. the expiry of the period within which the next AGM is required by law to be held (unless earlier revoked or varied by Ordinary Resolution in a general meeting of stockholders of the Company) but not so as to prejudice the completion of a purchase by the Company or any person before the aforesaid expiry date, in any event, in accordance with the provisions of the guidelines issued by Bursa Malaysia Securities Berhad or any other relevant authorities;

    FURTHER THAT authority be and is hereby given to the Directors of the Company to take all such steps as are necessary or expedient to implement or to effect the purchase of OHB Stocks."

  9. Retention as Independent Non-Executive Director

    "THAT, Mr. Lee Kean Teong be retained as Independent Non-Executive Director of the Company, in accordance with the Malaysian Code on Corporate Governance until the conclusion of the next AGM."

  10. To transact any other businesses of which due notice shall have been given in accordance with the Company's Constitution.

By Order of the Board

Tai Yit Chan (MAICSA 7009143) (SSM PC No.: 202008001023) Ong Tze-En (MAICSA 7026537) (SSM PC No.: 202008003397)

Joint Company Secretaries Penang, 30 April 2025

Ordinary Resolution 9

Ordinary Resolution 10

ANNUAL REPORT 2024 3

NOTICE OF ANNUAL GENERAL MEETING

Notes on proxy and voting:
  1. The AGM will be held at Sri Mas Ballroom, Level 4, Bayview Hotel Georgetown Penang, 25A Farquhar Street, 10200 Penang, Malaysia. The Notice of 63rd AGM of the Company and the Proxy Form are published on the Company's corporate website at https://www.ohb.com.my.

  2. A proxy may but need not be a member of the Company.

  3. The instrument appointing a proxy must be deposited/lodged via the following ways not less than 48 hours before the time set for holding the AGM or at any adjournment thereof:-

    1. By hard copy form -The Proxy Form must be deposited with the Poll Administrator at Boardroom Share Registrars Sdn Bhd, 11thFloor, Menara Symphony, No. 5, Jalan Prof. Khoo Kay Kim, Seksyen 13, 46200 Petaling Jaya, Selangor, Malaysia.

    2. By electronic form - The Proxy Form can be electronically lodged with the Poll Administrator through Boardroom Smart Investor Portal at https://investor.boardroomlimited.com. Please refer to the Administrative Guide for the procedures on electronic lodgement of Proxy Form.
  4. A member entitled to attend and vote is entitled to appoint not more than two (2) proxies to attend and vote in his stead. Where a member appoints more than one (1) proxy, the appointment shall be invalid unless he specifies the proportions of his holdings to be represented by each proxy. A proxy appointed to attend and vote at a meeting of the Company shall have the same rights as the member to speak at the meeting.

  5. Where a member of the Company is an authorised nominee as defined under the Securities Industries (Central Depositories) Act, 1991 ("SICDA"), it may appoint not more than two (2) proxies in respect of each securities account it holds with ordinary stocks of the Company standing to the credit of the said securities account.

  6. Where a member of the Company is an exempt authorised nominee which holds ordinary stocks in the Company for multiple beneficial owners in one (1) securities account ("omnibus account"), there shall be no limit to the number of proxies which the exempt authorised nominee may appoint in respect of each omnibus account it holds. An exempt authorised nominee refers to an authorised nominee defined under the SICDA which is exempted from compliance with the provisions of subsection 25A(1) of SICDA.

  7. If the appointer is a corporation, the Proxy Form must be executed under the corporation's common seal or under the hand of an officer or an attorney duly authorised.

  8. In respect of deposited securities, only a Depositor whose name appears on the Record of Depositors on 3 June 2025 (General Meeting Record of Depositors) shall be eligible to attend the meeting or appoint a proxy to attend and/or vote on his/her behalf.

Explanatory notes on the resolutions:
  1. Ordinary Resolutions 2 to 5 are to re-elect Directors who retire in accordance with Clauses 103 and 110 of the Company's Constitution

The Ordinary Resolutions 2, 3, 4 and 5 pertain to the re-election of Datuk Loh Kian Chong, Puan Nazriah Binti Shaik Alawdin, Dato' Robert Wong Lum Kong, DSSA, JP, CMJA (UK) and Mr. Kunitomo Asano respectively (collectively referred to as "Retiring Directors"). Pursuant to Clauses 103 and 110 of the Company's Constitution, they are eligible to stand for re-election at this 63rdAGM.

4 ANNUAL REPORT 2024

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