FIAMMA HOLDINGS BERHAD (88716-W)

2015 ANNUAL REPORT Defining The Future FIAMMA HOLDINGS BERHAD (88716-W)

CONTENTS Page 1 Corporate Information Page 3 Directors Profile Page 6 Corporate Structure Page 7 Financial Highlights Page 8 Chairman s Statement Page 10 Productss Page 17 Audit Committee Report Page 21 Statement on Corporate Governance Page 31 Statement on Risk Management and Internal Control Page 33 Financial Statements Page 101 List of Properties Owned by the Group Page 102 Analysis of Shareholdings Page 104 Analysis of Warrantholdings Page 106 Notice of Annual General Meeting Page 111 Proxy Form

PG 01 CORPORATE INFORMATION BOARD OF DIRECTORS Tan Sri Dato Azizan Bin Husain Chairman, Independent Non-Executive Director Lim Choo Hong CEO/Group Managing Director, Non-Independent Executive Director Lim Soo Kong (Lim Soo Chong) Non-Independent Non-Executive Director Dato Bahar Bin Ahmad Non-Independent Executive Director Kok Sau Chun Non-Independent Non-Executive Director Dr. Teh Chee Ghee Independent Non-Executive Director Margaret Chak Lee Hung Non-Independent Non-Executive Director AUDIT COMMITTEE Tan Sri Dato Azizan Bin Husain Chairman, Independent Non-Executive Director Lim Soo Kong (Lim Soo Chong) Member, Non-Independent Non-Executive Director Dr. Teh Chee Ghee Member, Independent Non-Executive Director NOMINATION COMMITTEE Tan Sri Dato Azizan Bin Husain Chairman, Independent Non-Executive Director Lim Soo Kong (Lim Soo Chong) Member, Non-Independent Non-Executive Director Dr. Teh Chee Ghee Member, Independent Non-Executive Director REMUNERATION COMMITTEE Lim Soo Kong (Lim Soo Chong) Chairman, Non-Independent Non-Executive Director Lim Choo Hong Member Group Managing Director, Non-Independent Executive Director Dr. Teh Chee Ghee Member Independent Non-Executive Director COMPANY SECRETARIES Chin Mee Foon Tai Yit Chan Chan Su San REGISTERED OFFICE Lot 6.05, Level 6, KPMG Tower, 8, First Avenue, Bandar Utama, 47800 Petaling Jaya, Selangor Darul Ehsan Tel: (03) 7720 1188 Fax: (03) 7720 1111 REGISTRARS Tricor Investor and Issuing House Services Sdn. Bhd. Unit 32-01, Level 32, Tower A, Vertical Business Suite, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur Tel: (03) 2783 9299 Fax: (03) 2783 9222 AUDITORS KPMG Level 10, KPMG Tower, 8, First Avenue, Bandar Utama, 47800 Petaling Jaya, Selangor Darul Ehsan Tel: (03) 7721 3388 Fax: (03) 7721 3399 PRINCIPAL BANKERS AmBank (M) Berhad CIMB Islamic Bank Berhad OCBC Bank (Malaysia) Berhad HSBC Bank Malaysia Berhad STOCK EXCHANGE LISTING Main Market of Bursa Malaysia Securities Berhad

PG 03 DIRECTORS PROFILE Tan Sri Dato Azizan Bin Husain (Chairman), Malaysian Tan Sri Dato Azizan Bin Husain, 71, is an Independent Non-Executive Director and Chairman of Fiamma Holdings Berhad. He was appointed to the Board of Fiamma Holdings Berhad on 17 June 1999. He graduated from University of Malaya, Kuala Lumpur with a Bachelor of Arts (Honours) in 1967 and Diploma in Public Administrations in 1969. He also holds a Master Degree in Urban and Regional Planning from the University of Colorado, United States of America. He started his career in the Ministry of Agriculture before being posted to the Prime Minister s Department where he held the posts of Assistant Secretary, Centre for Development Studies and Principal Assistant Director, Economic Planning Unit and later as Sabah State Director of Development. On 1 February 1987, he assumed the post of Deputy Secretary-General to the Ministry of Land and Regional Development. After two and half years, he returned to the Prime Minister s Department as the Deputy Director-General (Sectoral) Economic Planning Unit. In late 1991, he was posted to the Ministry of Finance where he held the posts of Director, Public Sector Companies Monitoring Division and then as Deputy Secretary General (Operations). On 1 January 1996, he was appointed as the Secretary-General, Ministry of Defence until 28 February 1999. He also sits on the Board of Oriental Food Industries Holdings Berhad and the Tai Thong Group and CIMB Insurance Brokers Sdn. Bhd. Tan Sri Dato Azizan is the Chairman of the Audit Committee and the Nomination Committee and is also the Senior Independent Director of Fiamma Holdings Berhad. He does not have any family relationship with any director and/or major shareholder of Fiamma Holdings Berhad. He attended all the four board meetings held during the financial year ended 30 September 2015. Lim Choo Hong (Chief Executive Officer/Group Managing Director), Malaysian Mr Lim Choo Hong, 58, is a Non-Independent Executive Director and the Chief Executive Officer/Group Managing Director of Fiamma Holdings Berhad. He is a founder member of the Fiamma Holdings Berhad Group and was appointed to the Board of Fiamma Holdings Berhad on 16 August 1982. He is a businessman and entrepreneur and he has more than 35 years of business experience dealing in home appliances. He also has more than 20 years of experience in property development. Prior to his involvement in the Fiamma Holdings Berhad Group in 1979, he was involved in the retail business in Singapore. Mr Lim Choo Hong is a member of the Remuneration Committee. He also sits on the Board of some of the subsidiary companies of the Group. He is a shareholder of Casa Holdings Limited (a company listed on Singapore Exchange Limited) which is a major shareholder of Fiamma Holdings Berhad. He is the spouse of Madam Kok Sau Chun. He attended all the four board meetings held during the financial year ended 30 September 2015.

PG 04 DIRECTORS PROFILE Dato Bahar Bin Ahmad (Executive Director), Malaysian Dato Bahar Bin Ahmad, 66, is a Non-Independent Executive Director of Fiamma Holdings Berhad. He graduated from University of Malaya, Kuala Lumpur with a Bachelor of Arts (Honours) in 1973. He was appointed to the Board of Fiamma Holdings Berhad on 14 April 1997. He served the Malaysian Government in the Malaysian Administrative and Diplomatic Service from April 1973 to December 1996 in various capacities, among others; Assistant Director of International Trade Division of Ministry of Trade and Industry (from 1973 to 1977); Assistant Trade Commissioner, Malaysia Trade Office in New York, United States of America (from 1977 to 1979); Trade Commissioner, Malaysia Trade Office, Manila, Philippines (from 1979 to 1981); Trade Commissioner, Malaysian Trade Commission, London, United Kingdom (from 1981 to 1986); Principal Assistant Director, International Trade Division, Ministry of International Trade and Industry (from 1986 to 1991) and Senior Trade Commissioner/Minister Counselor Malaysian High Commission, London, United Kingdom, and was admitted to the Court of St James as a Diplomat (from 1991 to 1996). Currently, he also sits on the Board of Kenyir Splendour Berhad, Rebak Island Marina Berhad, Horsedale Development Berhad and several private limited companies. He does not have any family relationship with any director and/or major shareholder of Fiamma Holdings Berhad. He attended all the four board meetings held during the financial year ended 30 September 2015. Lim Soo Kong (Lim Soo Chong) (Non-Executive Director), Singaporean Mr Lim Soo Kong (Lim Soo Chong), 69 is a Non-Independent Non-Executive Director of Fiamma Holdings Berhad. He is a founder member of the Fiamma Holdings Berhad Group and was appointed to the Board of Fiamma Holdings Berhad on 16 August 1982. He is a graduate in Mechanical Engineering from the Singapore Polytechnic. He is a businessman and entrepreneur and has more than 35 years of experience dealing in home appliances, granite, tiles, engineering, cables and trucks. He has more than 20 years of experience in property development. Mr Lim Soo Kong is the Chairman of the Remuneration Committee and a member of the Audit Committee and Nomination Committee. He also sits on the Board of some of the subsidiary companies of the Group. He is a director and shareholder in Casa Holdings Limited, (a company listed on Singapore Exchange Limited), which is a major shareholder in Fiamma Holdings Berhad. He does not have any family relationship with any director and/or major shareholder of Fiamma Holdings Berhad. He attended all the four board meetings held during the financial year ended 30 September 2015. Kok Sau Chun (Non-Executive Director), Malaysian Madam Kok Sau Chun, 56, is a Non-Independent Non-Executive Director of Fiamma Holdings Berhad. She was appointed to the Board of Fiamma Holdings Berhad on 30 March 1992. She has held various administrative positions prior to her appointment. Madam Kok Sau Chun is the spouse of Mr Lim Choo Hong. She also sits on the Board of several subsidiary companies of the Group. She attended all the four board meetings held during the financial year ended 30 September 2015.

PG 05 DIRECTORS PROFILE Dr. Teh Chee Ghee (Non-Executive Director), Malaysian Dr. Teh Chee Ghee, 49, is an Independent Non-Executive Director of Fiamma Holdings Berhad. He was appointed to the Board of Fiamma Holdings Berhad on 4 July 2001. He is currently a Senior Lecturer in the Department of Accounting and Finance, School of Business, Monash University Malaysia ( MUM ). He holds a Doctor of Philosophy degree in Credit Management, a Master of Business Administration degree and an Honours Degree in Accounting, all from University of Malaya. He is a Council Member of the Malaysian Institute of Accountants and Malaysian Institute of Certified Public Accountants. He is a fellow member of the Association of Chartered Certified Accountants ( ACCA ), United Kingdom and the Chartered Tax Institute of Malaysia. Dr. Teh commenced his career in 1990 in Arthur Andersen - HRM (Management Services) Sdn. Bhd. as an Associate Consultant. He also served in the audit and business advisory division of Arthur Andersen & Co. between the years 1990 to 1994. He joined CWS Hygiene Sdn. Bhd. ( CWS") as the Finance and Administration Manager in 1994 and when the Zuellig Group acquired CWS in 1995, he was appointed the Regional Financial Controller of Gold Coin Feedmills (M) Sdn. Bhd. He joined Engtex Sdn. Bhd. as the Group Financial Controller in 1996 and was the Personal Assistant to the Group Managing Director and Company Secretary of Engtex Group Berhad between September 2002 and May 2006. He served TH Group Berhad from June 2006 to October 2010 as the Personal Assistant to the Group Managing Director. He was also the Acting Chief Operating Officer of NCI Hospital (now known as Nilai Medical Centre, owned by Asiaprise Biotech Sdn. Bhd., a wholly-owned subsidiary of TH Group Berhad) from February 2010 to October 2010. He was the General Manager - Strategic Planning and Operations of TSH Resources Berhad from October 2010 to October 2012. He joined Monash University Malaysia ( MUM ) in October 2012. He is also the Coordinator - Finance under the Accounting and Finance discipline, School of Business, MUM. In January 2014, Dr. Teh was appointed as the Head of Research of the Socio-Economic Research Centre ( SERC ) on a retainer basis under MUM s pay-outside work arrangement. SERC Sdn. Bhd. is an independent think-tank initiated by the Associated Chinese Chambers of Commerce and Industry of Malaysia ( ACCCIM ). Dr. Teh also sits on the Board of Engtex Group Berhad as an Independent Non-Executive Director. Dr. Teh is a member of the Audit Committee, Nomination Committee and Remuneration Committee. He does not have any family relationship with any director and/or major shareholder of Fiamma Holdings Berhad. He attended all the four board meetings held during the financial year ended 30 September 2015. Margaret Chak Lee Hung (Non-Executive Director), Malaysian Ms Margaret Chak Lee Hung, 43, is a Non-Independent Non-Executive Director of Fiamma Holdings Berhad. She was appointed to the Board of Fiamma Holdings Berhad on 28 February 2008. She is the Group Financial Controller and Company Secretary of Casa Holdings Limited ( Casa ), a company listed on Singapore Exchange Limited, and is responsible for all aspects of financial management, accounting and company secretarial functions of the Casa Group. She joined Casa in October 2005 and has more than 18 years of experience in financial management and accounting. She holds a Bachelor of Economics (major in Accountancy) Degree from Macquarie University, Sydney and is a member of the Institute of Singapore Chartered Accountants. She does not have any family relationship with any director and/or major shareholder of Fiamma Holdings Berhad. She attended all the four board meetings held during the financial year ended 30 September 2015. Other Information a. Conflict of Interest The Company has entered into recurrent related party transactions with parties in which the directors of the Company, namely Lim Choo Hong and Lim Soo Kong (Lim Soo Chong) ( LSK ) have direct and/or indirect interest. Kok Sau Chun is interested in the recurrent related party transactions by virtue of being spouse to Lim Choo Hong. Margaret Chak Lee Hung is deemed to be a person connected to LSK as she is accustomed to act in accordance with the directions and instruction of LSK. Therefore, Margaret Chak Lee Hung is deemed interested in the recurrent related party transactions. Save for the above mentioned disclosure, none of the other directors have any conflict of interest with the Company. b. Conviction of Offences None of the Directors have any conviction for offences within the past 10 years other than traffic offences, if any.

PG 06 CORPORATE STRUCTURE as at 31 December 2015 Fimaco Fiamma Development 70% Active Edge Fiamma Trading Fiamma Land Haustern Affluent Crafts 80% Beaulogy (formerly known as Sterling Skills ) Fiamma Holdings Berhad (88716-W) 70% Itatech Fiamma Properties Kingston Medical Supplies (Pte) Ltd Kinsmedic Enex Fiamma Oaksvilla Ebac Home Uniphoenix Jaya 99.99% FHB Management Fiamma Logistics Exact Quality Ebac Kitchen

PG 07 FINANCIAL HIGHLIGHTS Profit for the Financial Year Attributable to Owners of the Company (RM'000) Basic Earnings per share (sen) Net Assets per share (RM) 2015 56,538 2015 41.25 2015 2.69 2014 41,396 2014 30.48 2014 2.34 2013 34,694 2013 26.38 2013 2.14 2012 26,919 2012 21.59 2012 2.02 2011 27,782 2011 23.56 2011 1.96 FIVE YEAR GROUP FINANCIAL SUMMARY 2011 2012 2013 2014 2015 RM 000 RM 000 RM 000 RM 000 RM 000 RESULTS Revenue 225,494 258,450 292,884 338,161 333,488 Operating profit before depreciation, finance cost, foreign exchange gain/losses and tax 45,572 44,710 53,816 68,285 82,870 Profit before taxation 40,690 39,828 50,146 63,182 75,415 Profit for the financial year attributable to owners of the Company 27,782 26,919 34,694 41,396 56,538 EQUITY AND ASSETS Share capital 125,149 136,567 141,572 144,085 144,725 Total equity attributable to owners of the Company 231,583 260,943 287,960 320,858 369,988 Total assets 325,527 361,127 420,290 471,580 654,346 Cash and bank balances and deposits with financial institutions 37,798 43,897 91,279 114,709 92,210 FINANCIAL STATISTICS Basic earnings per share (sen) 23.56 21.59 26.38 30.48 41.25 Gross dividend per share (sen) 7.00 7.00 8.00 9.00 7.50 Dividend pay-out 9,053 9,193 10,873 12,355 10,200 # Net assets per share (RM) 1.96 2.02 2.14 2.34 2.69 # Proposed final dividend.

PG 08 CHAIRMAN S STATEMENT On behalf of the Board of Directors of Fiamma Holdings Berhad, I take pleasure in presenting to you the Annual Report and Audited Financial Statements of the Group and Company for the financial year ended 30 September 2015. FINANCIAL RESULTS For the financial year under review, the Group recorded revenue of RM333.488 million and pre-tax profit ( PBT ) of RM75.415 million compared to revenue of RM338.161 million and PBT of RM63.182 million recorded in the previous financial year. The increase in PBT was mainly attributable to the increase in the fair value of the investment properties located in Jalan Tuanku Abdul Rahman, Kuala Lumpur, amounting to RM24.838 million. The results from operating activities decreased from RM63.182 million to RM50.577 million. This was due to lower revenue attributable to market uncertainty arising from the implementation of the Goods and Services Tax as well as the weakening of the Ringgit against the US dollar. DIVIDENDS The Board is recommending a final single-tier dividend of 7.5 sen per ordinary share for the financial year ended 30 September 2015 which is subject to shareholders approval at the forthcoming Annual General Meeting. REVIEW OF OPERATIONS Global and Domestic Economy The global economy continued to expand at a moderate pace in the third quarter of 2015, with diverging growth momentum across economies. While the US and the UK economies registered moderate growth, economic activity in the Euro area and Japan improved at a more gradual pace. In Asia, growth was supported by the continued expansion of domestic demand amid weak export performance. Against a backdrop of moderate growth and low inflation, several major and regional central banks lowered policy rates. In addition, a number of economies in the region have also announced fiscal measures to support domestic demand activity. The Malaysian economy recorded a growth of 4.7% in the third quarter of 2015 (2Q 2015: 4.9%), supported mainly by private sector demand. On the supply side, all economic sectors continued to expand during the quarter. On a quarter-on-quarter seasonally adjusted basis, the economy grew by 0.7% (2Q 2015: 1.1%). The ringgit and other regional currencies continued to face volatility during the quarter due to uncertainty in global growth and monetary conditions. Overall, the ringgit depreciated by 14.8% against the US dollar during the quarter. (Source: Economic and Financial Developments in Malaysia in the Third Quarter of 2015, Bank Negara Malaysia) Trading and Services The trading and services segment remained the main contributor to the Group s results for the financial year ended 30 September 2015, accounting for 90.7% and 59.4% respectively of the Group s revenue and PBT. The segment recorded net revenue of RM302.542 million compared to RM274.439 million recorded in the previous financial year, representing a growth of 10.2%. Consequently, this segment recorded a higher PBT of RM44.770 million against RM41.436 million recorded for the previous financial year, representing an increase of 8.0%. Property Development The property development segment contributed 8.6% and 4.1% of the Group s revenue and PBT respectively for the financial year ended 30 September 2015. The segment recorded net revenue of RM28.713 million as compared to RM62.168 million recorded in the previous financial year representing a decrease of 53.8%. Consequently, this segment contributed a lower PBT of RM3.078 million against the PBT of RM19.727 million for the preceding financial year, representing a decrease of 84.4%. The revenue and PBT contribution was derived mainly from the Group s commercial development in Jalan Tuanku Abdul Rahman, Kuala Lumpur, which was completed in March 2015. Investment Properties The increase in fair value of investment properties arising from the investment properties in Menara Centara, Jalan Tuanku Abdul Rahman, Kuala Lumpur amounted to RM24.838 million, and this has contributed 32.9% to the Group s PBT for the financial year.

PG 09 CHAIRMAN S STATEMENT CORPORATE SOCIAL RESPONSIBILITY The Board recognises the importance of sustainability and its increasing impact on the business and is committed to creating a culture of sustainability within the Group and the community with an emphasis on integrating the Environmental, Social and Governance ( ESG ) considerations in decision making. The Group has established a Sustainability Policy, and the Group will set long term and short term targets for its sustainability efforts in order to achieve the right balance between the needs of the wider community, the requirements of shareholders and stakeholders and economic success. PROSPECTS Going forward, global growth is expected to remain moderate. While the major advanced economies continue to improve, the pace of recovery will be modest. While downside risks to growth remain, the Malaysian economy is expected to expand within the region of 4.5 5.5% this year and 4 5% in 2016. With the external sector performance expected to be modest, domestic demand will continue to be the main driver of growth, supported mainly by the private sector activity. (Source: Economic and Financial Developments in Malaysia in the Third Quarter of 2015, Bank Negara Malaysia) With the above outlook and the weakening and volatility of the ringgit against most currencies, Fiamma expects the performance for the coming financial year to be challenging, especially for the trading and services segment as most of Fiamma s purchases are transacted in the US dollar. The following segments will continue to be the main contributors to the Group s revenue and PBT for the coming financial years. Trading and Services Fiamma will remain focused on its distribution business and continue to build on its effective supply chain system and proven core competencies to remain a market leader for its products. It will continue to invest in promotional activities and brand building to strengthen and expand its distribution network for its various brands of home appliances, sanitaryware products, home furniture and medical devices and healthcare products. Fiamma will continue to source for new products and business opportunities that are in synergy with the Group s products and activities. To reduce the impact of the exposure to the US dollar for its purchases, Fiamma has renegotiated payment terms with suppliers and converted payments for certain purchases from US dollar to the Chinese Renminbi. The relocation and centralisation of the existing warehouse in Bandar Manjalara to a new and larger capacity warehouse in Bukit Raja Industrial Hub, Klang under Phase 1 has been completed in October 2015. This is expected to improve operation efficiency as it will cater to all the Group s logistic operations under one roof. Also, the new warehouse is expected to provide an additional income stream from the provision of storage space and logistic services to third party customers when Phase 2 and Phase 3 of the warehouse are completed. Property Development For the property development segment, the on-going residential development in Kota Tinggi, Johor and the development of residential and commercial properties in Johor Bahru are expected to contribute to the Group s revenue and profit for the financial years 2016 and 2017. The proposed redevelopment of the existing warehouse land in Bandar Manjalara, Kuala Lumpur into commercial properties targeted in the second half of 2016 will contribute to the Group s revenue and profit in the coming financial years. The proposed new commercial development in Jalan Yap Kwan Seng and the proposed new mixed development in Jalan Sungai Besi, both in Kuala Lumpur are expected to contribute to the Group s future income stream once the proposed developments are launched and sold. ACKNOWLEDGEMENT On behalf of the Board and the Company, I would like to thank all our valued shareholders, dealers, suppliers, bankers, business associates and regulatory authorities for their confidence and continued support for the Group. I would also like to express my sincere appreciation once again to my fellow board members, our dedicated management team and all employees who have contributed to the results of the Group through their loyalty, commitment, and hard work. TAN SRI DATO AZIZAN BIN HUSAIN Chairman

REFINED PERFECTION www.elba.com.my

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