Section 1

Chairman's Script for General Meeting for Sime Darby Berhad (752402-U)

Held at:

Location Grand Ballroom, First Floor, Sime Darby Convention Centre, 1A,

Jalan Bukit Kiara 1, 60000 Kuala Lumpur, Malaysia

Date Thursday, 08/11/2012

Time 10.00am (Malaysia Time)

Chairman Tun Musa Hitam

Welcome:

A very good morning yo the ladies and gentlemen. My name is Tun Musa Hitam, and I

am the Chairman of the Company. On behalf of the Board and staff of Sime Darby

Berhad, I would like to welcome those shareholders who have made time to attend this

general meeting. As a politeness to all shareholders and guests present, could I ask that all

mobile phones be turned off to avoid disruption to the this general meeting.

Quorum:

As we have a quorum, I now declare the general meeting open at 11.00am. [Quorum = 2

or more members present at the meeting (in person or by proxy) and entitled to vote]

Registration:

Can you please ensure you have pre-registered, even if you are not a shareholder, and

have obtained a registration card.

Introductions:

I would like to introduce the Directors on the Company’s Board:

Tan Sri Dato’ Sri Hamad Kama Piah Che Othman, Non-Executive Deputy Chairman

Tan Sri Samsudin Osman, Non-Executive Director;

Tan Sri Datuk Amar (Dr) Tommy Bugo @ Hamid Bugo, Non-Executive Director

Tan Sri Datuk Dr Yusof Basiran, Non-Executive Director

Dato Sri Lim Haw Kuang, Non-Executive Director

Tan Sri Dato' Dr Wan Mohd Zahid Mohd Noordin, Non-Executive Director and

Dato’ Mohd Bakke Salleh, Executive Director

We have an apology from Dato’ Henry Sackville Barlow, Non-Executive Director, who

was unable to attend today.

Proxy Votes:

Proxies have been received from 16000 shareholders representing RM 8000 million

Ordinary Shares. The proxies are available for inspection and the proxy results for each

resolution will be shown on the screen behind me.

Procedure for the meeting (Ordinary business):

The first item of ordinary business is a presentation by the Executive Director, Dato’

Mohd Bakke Salleh, on the the types of non-current assets held for sale for 2012

and 2013.

The second item of ordinary business is a presentation by the Group Chief Financial

Officer, Tong Poh Keow, on the changes to the classification, other

arising/outstanding issues, analysis of discontinue operations and its financial impact

to the group.

The third item of ordinary business is a presentation by the Non-Executive Director

Deputy Chairman, Tan Sri Dato’ Sri Hamad Kama Piah Che Othman, on the

main difference between IAS 14 and IFRS 8 by comparing segmental disclosure for

year 2006 and 2012.

The fourth item of ordinary business is a presentation by the Executive Director,

Dato’ Mohd Bakke Salleh, on the performance of various reportable segments

based on financial analysis.

The first presentation by the Executive Director. [Presentation given with reference to

PowerPoint slides.]

Non-current assets are classified as “held for sale” if their carrying amounts will be

recovered principally through a sale transaction rather than through continuing use, and

when a decision to sell has been made; the assets are available for sale immediately; the

assets are being actively marketed at a price that is reasonable in relation to its current

fair value; and a sale has been or is expected to be concluded within the next twelve

months from the date of classification. Depreciation ceases when an asset is classified as

non-current assets held for sale. Non-current assets held for sale are stated at the lower of

carrying amount and fair value less cost to sell. The types of non- current assets held for

sale in Sime Darby for year 2013 are property, plant and equipment, prepaid lease rentals,

associates and disposal group. Net non- current assets held for sale for financial year end

2013 is RM 40.1 million. It includes property, plant and equipment (RM 3 million),

prepaid lease rentals (RM 0.7 million), associates (RM 23.8 million) and disposal group

(RM 102.9 million) and liability associated with noncurrent assets held for sale (RM 90.3

million). The types of non-current assets held for sale for 2012 are property, plant and

equipment, prepaid lease rentals, investment property and associates. The total amounts

of non- current assets held for sale for year ended 2012 is RM 42.2 million, which

includes property, plant and equipment (RM7.7 million), prepaid lease rentals (RM 0.7

million), investment property (RM 7.0 million) and associates (RM 26.8 million). The

non-current assets held for sale and liabilities associated with assets held for sale include

the Group’s 30% equity interest in Brunsfield Embassyview Sdn Bhd and Syarikat

Malacca Straits Inn Sdn Bhd, classified as disposal group. Disposal group includes

property, plant and equipment of RM 85.3 million and borrowing of RM 84.8 million.

The borrowing was secured against the property, plant and equipment.

Group (RM million) 2013 2012

Non-current assets held for sale

Property, plant and equipment 3.0 7.7

Prepaid lease rentals 0.7 0.7

Investment property - 7.0

Associates 23.8 26.8

Disposal group 102.9 -

130.4 42.2

Liabilities associated with assets held for sale

- disposal group (90.3) -

Net assets held for sale 40.1 42.2

Non-Current Assets Held for Sale and Liabilities Associated with Assets Held for Sale

IFRS 5 specifies two main requirements to initially classify asset(s) as held for sale.

Firstly, the asset(s) must be available for immediate sale in its (their) present condition.

Secondly, the sale must be highly probable. There are some changes to the classification

from other noncurrent assets to noncurrent assets held for sale and from noncurrent asset

held for sale to other noncurrent assets. In year 2013, In Sime Darby, there was RM 91.6

million amounts from property, plant and equipment and RM 6 million from deferred tax

assets classify as noncurrent assets held for sales in year 2013. There is RM 18.2 million

of noncurrent assets held for sale was disposed of within the year 2013. Hence, balance

amounts of non current assets held for sales are RM 40.1 million at 30 June 2013. In year

2012, there was RM 5.2 million amounts from property, plant and equipment, RM 5.9

million from investment properties and RM 2.1 million from associates classify as

noncurrent assets held for sales in year 2013. There was a balance of RM 42.2 million for

non current asset held for sales at 30 June 2013.

Group (RM million)

2013 2012

At July 42.2 763.7

Disposals (18.2) (734.7)

Transfer from property, plant and equipment [Note 17] 91.6 5.2

Transfer from investment properties [Note 20] - 5.9

Transfer from associates - 2.1

Transfer from deferred tax assets [Note 25] 6.0 -

Transfer from other assets and liabilities (81.5) -

At 30 June 40.1 42.2

Changes to the classification

The second presentation by the Group Chief Financial Officer. [Presentation given with

reference to PowerPoint slides.]

The discontinued operations in Sime Darby showed a profit of RM 352.4 million on 30

June 2013. It include a gain of RM 340.6 million arising from the joint venture agreement

with Ramsay Health Care Ltd on the establishment of Ramsay Sime Darby Health Care

Sdn Bhd. Following the completion of the arrangement on 30 June 2013, the Group’s

investment in the Health Care business will change from a subsidiary to a jointly

controlled entity. Accordingly, the Group has ceased to present the Healthcare Division as

a separate segment. On 30 June 2012, the discontinued operations in Sime Darby showed

a loss of RM 46.4 million, it arose from the disposal of the Teluk Ramunia and Pasir

Gudang fabrication yards where the Group exited the oil and gas business following the

completion of the disposal on 31 March 2012. The oil and gas business formed a

significant component of the Energy & Utilities division and hence their result was

presented as discontinued operations. Besides that, net changes in fair value of cash flow

hedges also showed loss of RM 4.6 million in other comprehensive income from

discontinued operations in year 2012.

2013 2012 2012 2012

Healthcare Healthcare Oil & Gas Total

Revenue 385.5 358.3 715.3 1073.6

Operating expenses (372.0) (339.1) (849.1) (1188.2)

Other operating income 9.9 6.9 94.7 101.6

Profit/(loss) before interest and tax 23.4 26.1 (39.1) (13.0)

Finance income 0.9 0.2 0.4 0.6

Finance costs (2.0) - (1.5) (1.5)

Profit/(loss) before tax 22.3 26.3 (40.2) (13.9)

Tax expense (10.5) (6.5) (10.9) (17.4)

Profit/(loss) after tax 11.8 19.8 (51.1) (31.3)

Gain/(loss) on sale of discontinued

operations

340.6 - (15.1) (15.1)

Net profit/(loss) from discontinued

operations

352.4 19.8 (66.2) (46.4)

Other comprehensive income from

discontinued operations

Net changes in fair value of cash flow

hedges

- - (4.6) (4.6)

Net profit/(loss) from discontinued operations

In 2013, the profit of RM 352.4 million from discontinued operations has positive

financial impact to the group. In basic, the earning per share (sen) is 5.86 sen while in

diluted, the earning per share is also 5.86 sen. Means, shareholders increase wealth of

5.86 sen per share from discontinued operations. In view of cash flow, discontinued

operation generate a total RM 48.0 million cash inflow from financing activities and a

total of RM 16.0 million from operation activities to the group of Sime Darby. It

discloses the liquidity and solvency position of the discontinued operation from financing

activities and operating activities. However, there was a cash outflow of RM 325.7

million from investing activities from discontinues operations. In 2012, loss of RM 46.4

million from discontinued operations has negative financial impact to the group. In basic,

the loss per share (sen) is 0.77 sen while in diluted, the earning per share is also 0.77 sen.

Means, and shareholders incurred loss of 0.77 sen per share from discontinued

operations. In view of cash flow, discontinued operation generate a total RM1.6 million

cash inflow from financing activities and a total of RM 43.4 million from operation

activities to the group of Sime Darby. However, there was a cash outflow of RM 51.8

million from investing activities from discontinues operations.

Earnings /(loss) per share - Group 2013 2012

Basic

from continuing operations 55.72 69.83

from discontinued operations 5.86 (0.77)

61.58 69.06

Diluted

from continuing operations 55.71 69.83

from discontinued operations 5.86 (0.77)

61.57 69.06

Cash Flow - Group 2013 2012

Net cash from operating activities 16.0 43.4

Net cash (used in)/from investing activities (325.7) (51.8)

Net cash from/(used in) financing activities 48.0 1.6

Results and cash flows of the discontinued operations

The third presentation by the Non-Executive Director Deputy Chairman [Presentation

given with reference to PowerPoint slides.]

Requirement IAS 14 (For Year 2006) IFRS 8 (For Year 2012)

Basis for identification of

segments

Segments are identified

based on the predominant

sources of risks and returns.

This may result in either a

business or geographic

basis for segment

Segments (called operating

segments) must be

determined based on the

way information is reported

internally to the chief

operating decision maker

identification. Where this

does not coincide with the

basis on which the entity

reports internally to senior

management, the internally

reported segment

information is not used as

the basis for external

financial reporting. Rather,

the internally reported

information must be

rearranged to meet the

requirements of IAS 14

which is IAS 12 paragraphs

27 and 32.

(CODM). This may not

coincide with the way

information is reported

externally and therefore

may not agree with the

entity's statement of profit

or loss and other

comprehensive income and

statement of financial

position. Where in this case,

IFRS 8 requires

reconciliations to be

provided between the

segment information which

usually be in the notes of

financial statements and the

statements of profit or loss

and other comprehensive

income and statements of

financial position.

Primary and secondary

segments

IAS 14 requires an entity to

identify primary and

secondary segments (IAS

14 paragraph 26)

IFRS 8 does not refer to

primary and secondary

segments.

Revenues from third parties

as the basis for identifying

reportable segments

IAS 14 requires that a

business or geographical

segment be identified as a

reportable segment if

majority of its revenue is

earned form sales to

external customers and

IFRS 8 does not distinguish

between revenues and

expenses form transactions

with third parties and those

form transactions within the

group for the purposes of

identifying operating

certain other conditions are

met (IAS 14 paragraph 35)

segments (IFRS 8

paragraph 5). Therefore, in

an entity with internal

vertically integrated

businesses, it is possible

that such internal business

might be identified as

operating segments under

IFRS 8, Under IAS 14, such

internal businesses would

not be qualify as reportable

segments.

Definitions of information

to be reported for each

reportable segment

IAS 14 defines "segment

revenue", "segment

expense","segment

asset","segment liabilities".

This ensures consistency in

the determination of

amounts that are disclosed

by different companies.

IFRS 8 requires a disclosure

of "a measure" of profit or

loss and total assets and "a

measure" of liabilities for

each reportable segment if

such amounts are regularly

provided to the CODM

(IFRS 8 paragraph 23).

These amounts are not

defined in IFRS 8. Thus,

different judgment will

likely be made by different

entities based on what and

how information is

internally reported,

potentially reducing

comparability between

entities. To counter the

concern, IFRS 8 requires

entities to explain how they

measure segment profit or

loss, segment assets and

segment liabilities for each

reportable segment (IFRS 8

paragraph 27).

Conformity with the entity's

accounting policies for

preparing its financial

statements

IAS 14 requires that

segment information be

prepared in conformity with

the entity's accounting

policies for preparing and

presenting its financial

statements. (IAS 14

paragraph 44)

IFRS 8 requires that the

amount of each segment

item reported shall be the

measure reported to the

CODM for the purposes of

making decisions about

allocating resources to the

segment and assessing its

performance even if thus

information is not prepared

in accordance with the

entity's IFRS accounting

policies (IFRS 8 paragraph

25). The reconciliations

required by the paragraph

28 are designed to allow

users to assess the

differences between

management's

determination of segment

measures and the

accounting policies used in

the financial statements.

Note, however, that this is

only required on an overall

basis, not on a segment-by-

segment basis.

Disclosures IAS 14 specifies the

disclosures require for each

reportable segment (IAS

paragraph 50-83).

Therefore, all entities are

required to report the same

line item for each of their

reportable segments,

IFRS 8 requires that "a

measure" of segment profit

or loss be disclosed for each

reportable segment. Other

items, such as total assets,

liabilities, interest revenue,

interest expense,

depreciation and

amortization, revenues form

external customers, inter-

segment revenue and so on,

are only required to be

disclosed if they are

provided to the CODM for

that reportable segment

(IFRS 8 paragraph 23 and

24). Therefore, the line

items reported for each

reportable segment will

likely differ, not only

between companies, but

also within companies.

Reliance on major

customers

IAS 14 requires disclosure

of revenue form external

customers (IAS 14

paragraph 51, 69, and 70)

but not about reliance on

major customers.

IFRS 8 requires that, if

revenues form transactions

with a single external

customer amount to 10% or

more of the entity's

revenues, certain

information be disclosed

about the entity's reliance

on that single customer

(IFRS 8 paragraph 34).

Example Notes to financial

statements: Information 36,

pages 95-97.

Notes to financial

statements: Information 45,

pages 249-257.

Sources form: Applying International Financial Reporting Standards by Kerry Clark,

Janice Loftus, Victoria Wise, Ken J. Leo, Keith Alfredson, Ruth Picker (3rd Edition)

The fourth presentation by the Executive Director [Presentation given with reference to

PowerPoint slides.]

Based on the annual report Sime Darby for the year 2012. We know that the group has six

reportable segments, which are the Group's strategic business units. The strategic

business unit offers the different products and services, and are managed separately. For

each of the strategic business units, the president and Group Chief Executive will review

and check the internal management reports on a monthly basis. Beside that, Group Chief

Executive also always conducts the performance dialogues with the business units on a

regular basis. The segments comprise with the plantation, property, industrial, motors,

energy & utilities, healthcare and others. The plantation, industrial and motors segment

are the most profitable segment which contributes 29.68%, 27.77% and 34.96% to the

group revenue. In other words, these three segment totally contributes 92.41%. In the

plantation segments, its provided production and marketing of fresh fruit bunch, and

marketing of palm oil related products. The plantation segment contributed 52.10%

revenue, which means that the segment are very profitability and also useful for the

Sime Darby to generates the profit and the revenue also increased 7.3% in year 2012. The

property segment which developing and marketing residential, commercial, industrial

properties, land and other recreational facilities and services. The property segment

contributed 7.60% of the revenue and the revenue increased 2.8%, which means that the

property segment’s revenue was increased in the 2012 but the contribution of the group

revenue is not that good . In addition, the Industrial segment which provides products and

services for sales, rental and servicing heavy equipment, the industrial segment

contributed 22% of the revenue and the revenue in 2012 was increased 28.2% which

means that, if without the plantation segment the industrial segment is the second

profitable segment. Furthermore the motors segment which provides the products and

services which motors are assembly and distribution of vehicles and warrants. The motors

contributed 11.4% of the revenue and the revenue in 2012 was increased 12%.. The

motors are the third largest segment of group revenue contribution, and the performance

of this segment is moderate. Next are the Energy and utilities segment, for those segment

provides products and services for engineering, power generation, treatment and

distribution of treated water, and ownership and management of port facilities. The

energy and utilities contributed 5.4% of the revenue and the revenue in 2012 was

increased 8.6%. We can say that, the performance of energy and utilities segment is

moderate. For the Healthcare segment, the products and services of healthcare are

provided provision of healthcare services. The healthcare contributed 0.4% of the revenue

and in 2012 the revenue of healthcare segment was increased 9.1%. The healthcare

contributes the lowest profit and revenue to Sime Darby, but since the revenue is

increasing the performance of this segment is moderate.

Are there any comments or questions? [All questions to be referred to presenter or others,

as appropriate.]

If not, now I move to the next session.

Closure:

Before closing the meeting, I would like to thank our shareholders for supporting Sime

Darby and for having faith in the Board and management team. Finally, I would like to

thank my colleagues on the Board for their support, guidance and diligence in the

governance of the Company. So, with those few final comments, there being no further

business, I now declare the General Meeting closed at 11.45am. Thank you all for your

attendance and interest and we look forward to your continued support in the coming

year.

Section 2

a) What segments must reported separately and what segments can be combined under

the category of “Other”?

Segment Revenue (RM) Profit/Loss (RM) Total Assets (RM)

Industry 656,000 72,000 235,000

Engineering 1,288,000 296,000 1,036,000

Family care 464,000 -25,300 466,000

Food 86,000 -13000 45,000

Restaurant 128,000 22,500 52,000

Real estate 64,000 8,000 32,000

Total 2,686,000 398,500 1,866,000

*2,686,000 x 10% = 268,800

* 398,500 x 10% = 39,850

i) Segment industry, engineering and family care satisfy the revenue criteria and

therefore should be classified under separate reportable segment. There is no need

to consider the profit or loss or asset criteria. In addition, the total revenue of these

three segments also amount to more than 75%, which is:

*2,686,000 x 75% = 2,014,500

ii) Segments which are food, restaurant can be aggregated into same reportable

segment as they are in the same nature.

iii) On the other hand, real estate will be classified under the category of “Others”.

b) What criteria are used to determine reportable segment?

In order to determine reportable segment, one of the following criteria must be satisfy:

Revenue: The reported revenues from sales to external customers and inter-segment sales

must be 10% more of the combined revenues of the external and internal segments.

Results: The absolute amount of segment’s profit or loss must be 10% or more of the

greater of the combined reported profit of all segments reporting profits or the combined

loss of all segments reporting losses.

Assets: The segments assets must be 10% or more of the total assets of all segments.

c) What major items for each must be disclosed in accordance with IFRS 8?

According to IFRS 8, items that must be disclosed include general information and

financial information. The general information include factors used in determining

reportable segment and the types of products and services of each reportable segment. On

the other hand, the financial information include profit or loss, total assets and total

liabilities of each segment. Information required for the measurement of profit or loss

include revenue from external customer and inter-segment transaction, interest revenue

and expenses, depreciation and amortization, income tax expenses and so on. On the

other hand, the liabilities only include liabilities that regularly reported to the chief

operating decision maker. In addition, investment in associates and joint venture also

needed to be disclosed if they are accounted for on equity basis. Beside, if there is

amount of addition to non-current assets other than financial instrument, disclosure also

required.

d) Prepare a disclosure to be presented in the notes to accounts for Grand Berhad.