Oriental : Annual Report FY2022

ORIENTAL

HOLDINGS

BERHAD

196301000446 (5286-U)

Annual Report

2022

CONTENTS

1. Notice of Annual General Meeting

1. Dividend Announcement

07

Statement on Proposed Renewal of Authority to Purchase its Own Stocks

1. Corporate Information
2. Profile of Directors/ Key Senior Management

1. Name of Subsidiaries and Associates

1. Group Structure
2. Chairman's Statement
3. Management Discussion and Analysis

1. Five-YearGroup Financial Summary
2. Financial Highlights of the Group
3. Financial Calendar
4. Corporate Governance Overview Statement

1. Other Information and Disclosure

1. Audit Committee Report

67

Statement on Risk Management and Internal Control

71 Sustainability Statement

73

Financial Statements for the Year Ended 31 December 2022

225

Ten Largest Properties of the Group as at 31 December 2022

227 Stockholding Statistics Form of Proxy

ORIENTAL HOLDINGS BERHAD 196301000446 (5286-U)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Sixty-First Annual General Meeting ("61st AGM") of stockholders of Oriental Holdings Berhad ("OHB" or "the Company") will be conducted on a virtual basis through online streaming and Remote Participation and Voting ("RPV") Facilities for the purpose of considering and if thought fit, passing with or without modifications the resolutions set out in this notice.

Event Name	: OHB - 61st AGM
Day, Date and Time of Meeting	:	Thursday, 15 June 2023, 2.30pm
Broadcast Venue	: Sri Mas Ballroom, Level 4, Bayview Hotel Georgetown Penang, 25A Farquhar
		Street, 10200 Penang
		(Members/ Proxies/ Corporate Representatives will not be allowed to be physically
		present at the Broadcast Venue)
RPV Facilities	:	https://web.vote2u.my
Mode of Communication	:	(1)	Typed text in the RPV Facilities
		(2)	E-mail questions to [e-mail] prior to Meeting

As Ordinary Business

1. To receive the Audited Financial Statements for the financial year ended 31 December 2022 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 Ordinary Resolution 1
	ended 31 December 2022.

3. To re-elect the following Directors who retire in accordance with Clause 103 of the Company's Constitution:

	(a)	Datuk Loh Kian Chong	Ordinary Resolution 2
	(b)	Dato' Robert Wong Lum Kong	Ordinary Resolution 3
	(c)	Mr. Lee Kean Teong	Ordinary Resolution 4
4.	To approve Directors' fees and benefits up to an aggregate amount of RM2.5 million	Ordinary Resolution 5
	payable to the Directors for the period commencing this Annual General Meeting ("AGM")
	through to the next AGM of the Company in 2024.

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

As Special Business

6. Proposed Renewal of Stockholders' 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 28 April 2023 ("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:

(a) the conclusion of the next AGM of the Company following the general meeting at which authorisation 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

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Ordinary Resolution 6

Ordinary Resolution 7

ORIENTAL HOLDINGS BERHAD 196301000446 (5286-U)

NOTICE OF ANNUAL GENERAL MEETING

	(b) 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
	(c) 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."
7.	Proposed Renewal of Authority to Buy-Back its Own Stocks	Ordinary Resolution 8
	"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 RM694.8 million which represents

the audited retained profits reserve of the Company as at 31 December 2022, 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 31 March 2023 (including 31,808 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."

8. 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, 28 April 2023

ANNUAL REPORT 2022 3

ORIENTAL HOLDINGS BERHAD 196301000446 (5286-U)

NOTICE OF ANNUAL GENERAL MEETING

Notes on proxy and voting:

1. A proxy may but need not be a member of the Company.
2. For a proxy to be valid, the Form of Proxy duly completed must be deposited at the Registered Office of the Company at 170-09-01 Livingston Tower, Jalan Argyll, 10050 George Town, Penang, Malaysia not less than forty-eight (48) hours before the time for holding the meeting PROVIDED that in the event the member(s) duly executes the Form of Proxy but does not name any proxy, such member(s) shall be deemed to have appointed the Chairman of the meeting as his/their proxy, provided always that the rest of the Form of Proxy, other than the particulars of the proxy have been duly completed by the member(s). Alternatively, you may deposit your Form of Proxy via Vote2U Online at https://web.vote2u.my.
3. 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.
4. 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 security account it may holds with ordinary stocks of the Company standing to the credit of the said securities account.
5. 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.
6. If the appointer is a corporation, the Form of Proxy must be executed under the corporation's common seal or under the hand of an officer or an attorney duly authorised.
7. In respect of deposited securities, only a Depositor whose name appears on the Record of Depositors on 8 June 2023 (General Meeting Record of Depositors) shall be eligible to attend the meeting or appoint proxy to attend and/ or vote on his/her behalf.
8. The detailed requirements and procedures for the submission of Form of Proxy and voting are set out in the Administrative Guide.

Explanatory notes on the resolutions:

1. Ordinary Resolutions 2, 3 and 4 are to re-elect Directors who retire in accordance with Clause 103 of the Company's Constitution

Information on the Directors standing for re-election under Ordinary Resolutions 2, 3 and 4 are set out under Profile of Directors / Key Senior Management in the Annual Report 2022. The Board of Directors ("Board") approved the recommendations from the Nominating Committee and is supportive of the re-election of the retiring Directors based on the justifications below. The retiring Directors had abstained from deliberation and decision on their own eligibility to stand for re-election at both Nominating Committee and Board meetings, as applicable.

1.1 Datuk Loh Kian Chong is the Executive Chairman of the Company. He leads the executive leadership (through the Executive Committee) in assessing and determining business development initiatives across the Group with special interest in investment and development of properties as well as trading of building material products and plantation.

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