PROTON HOLDINGS BERHAD (Incorporated in Malaysia)

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1 STATUTORY FINANCIAL STATEMENTS FOR THE FINANCIAL PERIOD FROM 28 JULY 2003 DATE OF INCORPORATION) TO 31 MARCH 2004 Registered Office and Principal Place of Business: HICOM Industrial Estate, Batu Tiga, Shah Alam, Selangor Darul Ehsan. 1878A4/ps

2 DIRECTORS' REPORT The Directors have pleasure in submitting their report together with the audited financial statements of the Company for the period from 28 July 2003 (date of incorporation) to 31 March PRINCIPAL ACTIVITY The Company is principally involved in investment holding activities. As at 31 March 2004, the Company had not commenced operations. All expenses of the Company incurred during the period were borne by Perusahaan Otomobil Nasional Sdn. Bhd. (formerly Perusahan Otomobil Nasional Berhad) ( PROTON ) for no re-charge to the Company. On 5 April 2004, subsequent to the reorganisation exercise undertaken by the PROTON group, the Company became the holding company of PROTON. Following this exercise, the listing status of PROTON on the main Board of Bursa Malaysia Securities Berhad was assumed by the Company on 16 April FINANCIAL RESULTS RM Result for the financial period Nil DIVIDENDS No dividend has been paid or declared by the Company during the financial period. The Directors do not recommend the payment of any dividend for the financial period ended 31 March RESERVES AND PROVISIONS All material transfers to or from reserves and provisions during the financial period are shown in the financial statements. 1

3 DIRECTORS' REPORT (CONTINUED) DIRECTORS The Directors who have held office during the period since the date of incorporation are: Mr Tan Seng Lee (first director; resigned on ) Pn. Fadilat binti Ismail (first director; resigned on ) Y. Bhg. Datuk Abu Hassan bin Kendut (appointed on ) Y.M. Tengku Tan Sri Dr. Mahaleel bin Tengku Ariff (appointed on ) Y. Bhg. Dato Haji Abdul Majid bin Haji Hussein (appointed on ) Encik Abdul Jabbar bin Abdul Majid (appointed on ) Y. Bhg. Tan Sri A. Razak bin Ramli (appointed on ) Y. Bhg. Lt Gen ( R ) Dato Seri Mohamed Daud bin Abu Bakar (appointed on ) Encik Md Ali bin Md Dewal (appointed on ) Encik Badrul Feisal bin Abdul Rahim (appointed on ) Mr Fumihiko Minami (appointed on , resigned on ) In accordance with Article 104 of the Company's Articles of Association, all the Directors retire at the forthcoming first Annual General Meeting and, being eligible, offer themselves for election. ISSUE OF SHARES On the date of incorporation, the Company had an authorised share capital of 1,000,000 ordinary shares of RM1.00 each. The Company allotted and issued subscriber shares comprising 2 new ordinary shares of RM1.00 each in cash at an issue price of RM1.00 per ordinary share on that date. On 19 January 2004, the Company increased its authorised share capital to 1,000,000,000 ordinary shares. On 5 April 2004 the issued and paid up share capital of the Company was increased to RM549,213,002 by way of the issuance of 549,213,000 new ordinary shares of RM1 each, in a one-for-one exchange for shares in PROTON. As a result the Company became the ultimate holding company of the PROTON Group (refer Note 6 to the financial statements). DIRECTORS' BENEFITS During and at the end of the financial period, no arrangements subsisted to which the Company is a party, being arrangements with the object or objects of enabling Directors of the Company to acquire benefits by means of the acquisition of shares in or debentures of the Company or any other body corporate. No Director has received or become entitled to receive a benefit by reason of a contract made by the Company or a related corporation with the Director or with a firm of which the Director is a member, or with a company in which the Director has a substantial financial interest except that the Directors receive certain remuneration from PROTON. 2

4 DIRECTORS' REPORT (CONTINUED) DIRECTORS INTERESTS IN SHARES AND DEBENTURES According to the register of Directors' shareholdings, the interests of Directors in office at the end of the financial period in shares in the Company were as follows: Shareholdings Number of ordinary shares of RM1 each At date of As at incorporation Acquired Disposed Mr. Tan Seng Lee Pn. Fadilat binti Ismail The Directors in office at the end of the financial period did not hold any other interest in shares in the Company s related corporations. STATUTORY INFORMATION ON THE FINANCIAL STATEMENTS Before the income statement and balance sheet of the Company were made out, the Directors took reasonable steps: (a) (b) to ascertain that action had been taken in relation to the writing off of bad debts and the making of allowance for doubtful debts, and satisfied themselves that all known bad debts had been written off and that adequate allowance had been made for doubtful debts; and to ensure that any current assets, other than debts, which were unlikely to realise in the ordinary course of business their values as shown in the accounting records of the Company had been written down to an amount which they might be expected so to realise. At the date of this report, the Directors are not aware of any circumstances: (a) (b) (c) which would render the amount written off for bad debts or the amount of the allowance for doubtful debts, in the financial statements of the Company inadequate to any substantial extent; or which would render the values attributed to current assets in the financial statements of the Company misleading; or which have arisen which render adherence to the existing method of valuation of assets or liabilities of the Company misleading or inappropriate. No contingent or other liability has become enforceable or is likely to become enforceable within the period of twelve months after the end of the financial period which, in the opinion of the Directors, will or may substantially affect the ability of the Company to meet its obligations when they fall due. 3

5 DIRECTORS' REPORT (CONTINUED) STATUTORY INFORMATION ON THE FINANCIAL STATEMENTS (CONTINUED) At the date of this report, there does not exist: (a) (b) any charge on the assets of the Company which has arisen since the end of the financial period which secures the liability of any other person; or any contingent liability of the Company which has arisen since the end of the financial period. OTHER STATUTORY INFORMATION At the date of this report, the Directors are not aware of any circumstances not otherwise dealt with in this report or the financial statements which would render any amount stated in the financial statements misleading. In the opinion of the Directors: (a) (b) the results of the Company's operations during the financial period were not substantially affected by any item, transaction or event of a material and unusual nature; and there has not arisen in the interval between the end of the financial period and the date of this report any item, transaction or event of a material and unusual nature likely to affect substantially the results of the operations of the Company for the financial period in which this report is made. EMPLOYEES There were no employees in the Company at the end of the financial period. The Company is managed by employees of PROTON. AUDITORS The auditors, PricewaterhouseCoopers, have expressed their willingness to continue in office. Signed on behalf of the Board of Directors in accordance with their resolution dated 22 July DATUK ABU HASSAN BIN KENDUT CHAIRMAN TENGKU TAN SRI DR. MAHALEEL BIN TENGKU ARIFF DIRECTOR 4

6 ROTON HOLDINGS BERHAD INCOME STATEMENT FOR THE FINANCIAL PERIOD ENDED 31 MARCH 2004 RM Result for the financial period Nil The notes on pages 9 to 11 form part of these financial statements. 5

7 BALANCE SHEET AS AT 31 MARCH 2004 Note RM CURRENT ASSET Cash in hand 2 FINANCED BY: Share capital 4 2 The notes on pages 9 to 11 form part of these financial statements. 6

8 STATEMENT OF CHANGES IN EQUITY FOR THE FINANCIAL PERIOD FROM 28 JULY 2003 (DATE OF INCORPORATION) TO 31 MARCH 2004 Issued and fully paid ordinary shares of RM1 each Number of Nominal shares value RM At 28 July 2003 (date of incorporation) Subscribers share issued 2 2 At 31 March The notes on pages 9 to 11 form part of these financial statements. 7

9 CASH FLOW STATEMENT FOR THE FINANCIAL PERIOD FROM 28 JULY 2003 (DATE OF INCORPORATION) TO 31 MARCH 2004 CASH FLOWS FROM FINANCING ACTIVITIES RM Issue of shares 2 CASH AND CASH EQUIVALENTS AT 28 JULY 2003 (DATE OF INCORPORATION) 0 CASH AND CASH EQUIVALENTS AT END OF THE FINANCIAL PERIOD 2 The notes on pages 9 to 11 form part of these financial statements. 8

10 NOTES TO THE FINANCIAL STATEMENTS - 31 MARCH GENERAL INFORMATION The Company had not commenced operations as at 31 March All expenses during the period of the Company are borne by PROTON for no re-charge to the Company. Included in expenses borne by PROTON is auditors remuneration for the financial period ended 31 March 2004 of RM1,030. The Company was incorporated as a limited liability company, and is domiciled in Malaysia. On 5 April 2004, subsequent to a reorganisation exercise undertaken by PROTON, the Company became the holding company of PROTON. Following this exercise, the listing status of PROTON on the main Board of Bursa Malaysia Securities Berhad was assumed by the Company on 16 April BASIS OF PREPARATION The financial statements have been prepared under the historical cost convention in accordance with the applicable approved accounting standards in Malaysia and the provisions of the Companies Act, The preparation of financial statements in conformity with the applicable approved accounting standards in Malaysia and the provisions of the Companies Act, 1965 require the Directors to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the financial period. Actual results could differ from those estimates. 3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (a) Cash and cash equivalents Cash and cash equivalents comprise cash in hand, bank balances, bank deposits, bank overdrafts and short term, highly liquid investments that are readily convertible to known amounts of cash which are subject to insignificant risk of changes in value. (b) Income taxes Current tax expense is determined according to the tax laws of each jurisdiction. Deferred tax is recognised in full, using the liability method, on temporary differences arising between the amounts attributed to assets and liabilities for tax purposes and their carrying amounts in the financial statements. Tax rates enacted or substantively enacted by the balance sheet date are used to determine deferred tax. 9

11 NOTES TO THE FINANCIAL STATEMENTS - 31 MARCH 2004 (CONTINUED) 3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) (c) Financial instruments (i) Financial instruments recognised on the balance sheet The particular recognition method adopted for financial instruments recognised on the balance sheet is disclosed in the individual accounting policy notes associated with each item. (ii) Fair value estimation for disclosure purposes The face values, less any estimated adjustments, for financial assets and liabilities with a maturity of less than one year are assumed to approximate their fair values. 4 SHARE CAPITAL 2004 RM Authorised : At date of incorporation 1,000,000 Created during the period 999,000,000 At 31 March ,000,000,000 Issued and fully paid: 2 ordinary shares of RM1 each 2 5 FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES As the Company was inactive throughout the period, the Directors are of the opinion that there were no significant financial risks faced by the Company. Accordingly, there are no specific financial risk management objectives and policies set for the Company for the financial period. The carrying amounts of all financial assets and liabilities of the Company at the balance sheet date approximate their fair values. 10

12 NOTES TO THE FINANCIAL STATEMENTS - 31 MARCH 2004 (CONTINUED) 6 SUBSEQUENT EVENTS (a) Pursuant to the Corporate reorganisation announced by PROTON on 27 May 2003, the following has been completed as at the date of signing of this report. (i) (ii) All the existing shareholders of PROTON have exchanged all their ordinary shares of RM1.00 each comprising of 549,213,000 ordinary shares in PROTON for 549,213,000 new ordinary shares of RM1.00 each in a one-for-one exchange for shares in the Company on 5 April The listing status of PROTON in the official list of Bursa Malaysia Securities Berhad was assumed by the Company on 16 April PROTON was subsequently delisted. (b) (c) (d) On 5 July 2004, PROTON, a wholly owned subsidiary of the Company, executed a joint venture agreement with Tracoma Holdings Berhad in connection with the establishment and incorporation of a joint venture company in Indonesia having the name PT Proton Tracoma Motors ( JVC ). The incorporation of JVC is subject to the relevant approvals from the government authorities in Indonesia. The JVC is established to undertake assembly of motor vehicles in Indonesia. On 7 July 2004, PROTON Capital Sdn. Bhd, a wholly owned subsidiary of the Company, entered into an Investment Agreement with Claudio Castiglioni, owner of MV Agusta Motor S.p.A to subscribe for 55% of the equity in MV Agusta Motor S.p.A for a sum of EUR 70 million. The investment is subject to a number of conditions including regulatory and other approvals. MV Agusta Motor S.p.A is a leading motorcycle manufacturer based in Italy. On 16 July 2004, the Directors of PROTON, a wholly owned subsidiary of the Company, have approved the payment of a final tax exempt dividend of 10 sen per ordinary share on 549,213,000 ordinary shares held by the Company in PROTON. This dividend amounts to RM 54,921,300 and will be paid to the Company. 11

13 STATEMENT BY DIRECTORS PURSUANT TO SECTION 169(15) OF THE COMPANIES ACT, 1965 We, Datuk Abu Hassan Bin Kendut and Tengku Tan Sri Dr. Mahaleel bin Tengku Ariff, two of the directors of PROTON Holdings Berhad, state that, in the opinion of the Directors, the financial statements set out on pages 5 to 11 are drawn up so as to give a true and fair view of the state of affairs of the Company as at 31 March 2004 and of the results and cash flows of the Company for the financial period ended on that date in accordance with the applicable approved accounting standards in Malaysia and the provisions of the Companies Act, Signed on behalf of the Board of Directors in accordance with their resolution dated 22 July DATUK ABU HASSAN BIN KENDUT CHAIRMAN TENGKU TAN SRI DR. MAHALEEL BIN TENGKU ARIFF DIRECTOR STATUTORY DECLARATION PURSUANT TO SECTION 169(16) OF THE COMPANIES ACT, 1965 I, Tan Seng Lee, the Officer primarily responsible for the financial management of PROTON Holdings Berhad, do solemnly and sincerely declare that the financial statements set out on pages 5 to 11 are, in my opinion, correct and I make this solemn declaration conscientiously believing the same to be true, and by virtue of the provisions of the Statutory Declarations Act, TAN SENG LEE Subscribed and solemnly declared by the abovenamed Tan Seng Lee at Shah Alam in Malaysia on 22 July 2004, before me. COMMISSIONER FOR OATHS 12

14 REPORT OF THE AUDITORS TO THE MEMBERS OF (Company No. ) We have audited the financial statements set out on pages 5 to 11. These financial statements are the responsibility of the Company s Directors. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with approved auditing standards in Malaysia. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by Directors, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion: (a) the financial statements have been prepared in accordance with the provisions of the Companies Act, 1965 and applicable approved accounting standards in Malaysia so as to give a true and fair view of: (i) (ii) the matters required by Section 169 of the Companies Act, 1965 to be dealt with in the financial statements; and the state of affairs of the Company as at 31 March 2004 and of its results and cash flows for the financial period ended on that date; and (b) the accounting and other records and the registers required by the Act to be kept by the Company have been properly kept in accordance with the provisions of the Act. PRICEWATERHOUSECOOPERS (No. AF: 1146) Chartered Accountants DATO AHMAD JOHAN BIN MOHAMMAD RASLAN (No. 1867/09/04(J)) Partner of the firm 22 July

Pannell Kerr Forster Chartered Accountants

Pannell Kerr Forster Chartered Accountants CORPORATE INFOATION BOARD OF DIRECTORS SECRETARY AUDITORS AUDIT COMMITTEE Dato Law Sah Lim (Chairman) Tjin Kiat @ Tan Cheng Keat (Managing Director) Yeo Tek Ling (Finance Director) Chee Sam Fatt Eu Hock