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AnnuAl RepoRt2014

Level 12A, East Wing, The IconNo. 1, Jalan 1/68FOff Jalan Tun Razak55000 Kuala Lumpur, Malaysia

Tel : +603 2180 6300Fax : +603 2165 1086

ICON OFFSHORE BERHAD(Company No.: 984830-D)Incorporated in Malaysia under the Companies Act, 1985

www.iconoffshore.com.my

Committed to Creating Value

ICON OFFSHORE BERHAD(Company No.: 984830-D)

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Committed to Creating Value

After years of success, ICON Offshore has embarked on its “maiden voyage” as a public listed entity. Having set a steady course for the future, the company is ably helmed by a capable management team and supported by its modern fleet and talented people. Sailing forth into a horizon of bright prospects, the company is navigating itself to an iconic future of growth, stability and success.

ICON Offshore Berhad (ICON) is one of the largest Offshore Support Vessel (OSV) providers in Malaysia and Southeast Asia in terms of the number of OSVs. We are a Malaysia-based OSV provider which owns and operates one of the youngest, fastest growing and most sophisticated fleets of OSVs in Southeast Asia. All of our vessels are Malaysian-flagged and they provide a wide range of logistical support services throughout the entire offshore oil and gas life cycle; from exploration and appraisal, to field development, operation and maintenance, right through to decommissioning activities.

Our vessels provide a diverse array of services including seismic survey, drilling operations support, towing, anchor handling and mooring of barges, construction support, repair and maintenance support, firefighting and emergency response. Our fleet also offers accommodation facilities for personnel as well as transportation of personnel, fuel, drilling fluids, cement, water and supplies to platforms. We also provide ship management services to third party vessel owners.

ICON’s strategy of focusing on the OSV market in Malaysia and Southeast Asia is enabling us to maintain a track record of strong earnings growth and high operating margins. As we move forward, we are leveraging on long-term charter contracts for the majority of our vessels which are providing us with cash flow stability and earnings visibility.

VISIONTo be the preferred global offshore marine service provider for the oil and gas industry.

MISSIONWe are committed to creating value for our customers, employees and stakeholders by employing a fleet of modern vessels; upholding the highest standard of Health, Safety and Environmental practices; as well as ensuring the continuous development of our greatest asset – our PEOPLE.

VALUES

We hope to achieve our Vision and Mission by upholding these tenets of our core values:

I - Integrity and mutual respect C - Committed to creating value O - Operate as one - Teamwork N - Navigate the extra mile

4 Corporate Information

6 Corporate Structure

8 Performance Highlight

9 List of Vessels

10 Board of Directors

12 Directors’ Profile

17 Senior Management Team

20 Chairman’s Statement

27 CEO’s Review

34 Calendar of Significant Events

37 Health, Safety and Environmental

40 Corporate Social Responsibility

CONTENTS43 Icon Maritime Training Centre

44 Audit and Risk Management

Committee Report

48 Statement of Corporate Governance

59 Statement on Risk Management

and Internal Control

62 Statement of Directors’ Responsibility

63 Financial Statements

136 Supplemental Information

139 List of Property

140 Analysis of Shareholdings

143 Notice of AGM

• Proxy Form

ICON OFFSHORE BERHAD4

CORPORATE INFORMATION

BOARD OF DIRECTORS

Raja Tan Sri Dato’ Seri Arshad bin Raja Tun Uda(Chairman and Non-Independent Non-Executive)

Dato’ Abdul Rahman bin Ahmad(Non-Independent Non-Executive Director)

Syed Yasir Arafat bin Syed Abd Kadir(Non-Independent Non-Executive Director)

Dr. Jamal bin Yusof @ Gordon Duclos(Chief Executive Officer and Non-Independent Executive Director)

Datuk Wira Azhar bin Abdul Hamid(Senior Independent Non-Executive Director)

Edwanee Cheah bin Abdullah(Independent Non-Executive Director)

Madeline Lee May Ming(Independent Non-Executive Director)

Datuk Abdullah bin Ahmad(Independent Non-Executive Director)

James William ller(Independent Non-Executive Director)

EXECUTIVE COMMITTEE

Syed Yasir Arafat bin Syed Abd Kadir(Chairman)

Dato’ Abdul Rahman bin Ahmad

Dr. Jamal bin Yusof @ Gordon Duclos

Captain Hassan bin Ali

Rahman bin Yusof

Lim Fu Yen

AUDIT AND RISK MANAGEMENT COMMITTEE

Datuk Wira Azhar bin Abdul Hamid(Chairman)

Edwanee Cheah bin Abdullah

Syed Yasir Arafat bin Syed Abd Kadir

REMUNERATION COMMITTEE

Edwanee Cheah bin Abdullah(Chairman)

Madeline Lee May Ming


NOMINATION COMMITTEE

Edwanee Cheah bin Abdullah(Chairman)

Madeline Lee May Ming


COMPANY SECRETARY

Lim Poh Seng (MAICSA No. 7010899)

REGISTERED OFFICE

Level 21, Suite 21.01The Gardens South TowerMid Valley CityLingkaran Syed Putra59200 Kuala Lumpur, MalaysiaTel. No. : +603 2298 7818Fax No. : +603 2284 2669

52014 ANNUAL REPORT

HEAD/MANAGEMENT OFFICE

Level 12A, East WingThe IconNo. 1, Jalan 1/68FOff Jalan Tun Razak55000 Kuala Lumpur, MalaysiaTel. No. : +603 2180 6300Fax No. : +603 2165 1086Website : www.iconoffshore.com.myEmail : [email protected]

KEMAMAN OFFICE

Lot 13837, Jalan Penghiburan, Bakau Tinggi24000 Kemaman, Terengganu, MalaysiaTel. No. : +609-8502 740Fax No. : +609-8502 744Email : [email protected]

LABUAN OFFICE

Lot 6875, Bestari Warehouse,Jalan Patau-Patau87000 Labuan F.T., MalaysiaTel. No. : +6087-410 387Fax No. : +6087-410 424Email : [email protected]

AUDITORS

PRICEWATERHOUSECOOPERSLevel 10, 1 Sentral,Jalan Travers, Kuala Lumpur Sentral,PO Box 10192, 50706Kuala Lumpur Sentral

LEGAL ADVISERS

SKRINE & CoUnit No. 50-8-1, 8th floor,Wisma UOA Damansara,50, Jalan Dungun,Damansara Heights,50490 Kuala Lumpur, MalaysiaTel. No. : +603 2081 3999

Wong & PartnersMember firm of Baker & McKenzie InternationalLevel 21, The Gardens South TowerMid Valley City, Lingkaran Syed Putra59200 Kuala Lumpur, MalaysiaTel. No. : +603 2298 7888

PRINCIPAL BANKERS

Affin Bank Berhad

Affin Hwang Investment Bank Berhad

AmBank (M) Berhad

Bank Pembangunan Malaysia Berhad

BNP Paribas Malaysia Berhad

Hong Leong Bank Berhad

Malayan Banking Berhad

OCBC Bank (Malaysia) Berhad

RHB Bank Berhad

Standard Chartered Saadiq Berhad

SHARE REGISTRAR

Symphony Share Registrars Sdn. BhdLevel 6, Symphony HousePusat Dagangan Dana 1Jalan PJU 1A/4647301 Petaling JayaSelangor Darul Ehsan, MalaysiaTel. No.: +603 7841 8000

STOCK EXCHANGE LISTING

Bursa Malaysia Securities Berhad (Main Market)Listed since: 25 June 2014Sector: Trading/ServicesStock name: ICONStock code: 5255


CORPORATE STRUCTURE

HOLDING COMPANY

ICON OFFSHORE GROUP SDN BHDLicense holder Vessel holding company

ICON FLEET SDN BHD

Omni Marine Sdn Bhd

Omni Power Sdn Bhd

Omni Ventures Sdn Bhd

Omni Triton Sdn Bhd

Icon Maritime Training Centre Sdn Bhd

Icon Bahtera (B) Sdn Bhd

100% 100%

100%

ICON OFFSHORE BERHAD

Icon Corridor (L) Inc

Icon Azra (L) Inc

Icon Biru 1 (L) Inc

Icon Biru 2 (L) Inc

Icon Aliza (L) Inc

Icon Andra (L) Inc

Icon Astrid (L) Inc

Icon Dahan 1 (L) Inc

Icon Dahan 2 (L) Inc

Icon Ikhlas (L) Inc

Icon Lotus (L) Inc

Icon Kayra (L) Inc

Icon Dawai (L) Inc

Icon Huma (L) Inc

Icon Gaya (L) Inc

Icon Explorer (L) Inc

Icon Ocean (L) Inc Icon Puteri 1 (L) Inc

Icon Puteri 2 (L) Inc

Icon Pinang 1 (L) Inc

Icon Pinang 2 (L) inc


Icon Piai 1 (L) Inc

Icon Piai 2 (L) Inc


Icon Pioneer (L) Inc

72014 ANNUAL REPORT

Ship management companyICON SHIP MANAGEMENT SDN BHD

Icon Tigris (L) Inc

Icon Samudera (L) Inc

Icon Zara (L) Inc

Icon Sophia (L) Inc

Icon Sari (L) Inc

Icon Waja (L) Inc

100%

Omni Offshore (L) Inc

Omni Emery (L) Inc

Omni Victory (L) Inc

Omni Flotilla (L) Inc

Omni Marissa (L) Inc

Omni Stella (L) Inc

ICON-FOB Holdings (L) Inc

ICON-FOB 1 (L) Inc

51%

100%


PERFORMANCE HIGHLIGHT

FINANCIAL PERFORMANCE

1,08

0,60

6

1,78

1,69

3

56,4

00

90,7

47

184,

801

174,

834

318,

877

59,3

54

* Adjusted EBITDA and Adjusted PAT excludes exceptional items. Details on page136-138.

EBITDA – Earnings Before Interest, Taxes, Depreciation and Amortisation

PAT – Profit After Taxation

RevenueRM (‘000)

PATRM (‘000)

Adjusted PAT*RM (‘000)

Equity Attributable to ShareholdersRM (‘000)

EBITDARM (‘000)

Adjusted EBITDA*RM (‘000)

Total AssetsRM (‘000)

Profit Before TaxationRM (‘000)

2013 2014

379,

364

2013

2013

2014

2014

1,57

5,71

7

17,5

55

2013 2014

190,

868

2013 2014

143,

444

2013 2014

334,

863

2013 2014

113,

601

2013 2014

89,5

74

92014 ANNUAL REPORT

LIST OF VESSELS

BRAKE HORSE YEAR OFNO. VESSEL NAME VESSEL TYPE POWER (BHP) BUILT 1 TANJUNG DAHAN 1 AHTS 5,444 20072 TANJUNG DAHAN 2 AHTS 5,444 20073 TANJUNG PUTERI 1 AHTS 5,444 20084 TANJUNG PUTERI 2 AHTS 5,444 20085 TANJUNG BIRU 1 AHTS 5,220 20096 TANJUNG BIRU 2 AHTS 5,220 20097 TANJUNG DAWAI AHTS 5,444 20078 TANJUNG SARI AHTS 5,444 20099 TANJUNG HUMA AHTS 5,428 200510 OMNI VICTORY AHTS 8,000 200911 OMNI GAGAH AHTS 5,500 200312 OMNI PERKASA AHTS 5,500 200313 OMNI MARISSA AHTS 5,220 201014 OMNI STELLA AHTS 5,220 201015 OMNI TIGRIS AHTS 5,220 200816 ICON AZRA AHTS 5,150 201217 ICON SAMUDERA AHTS 5,150 201218 ICON IKHLAS AHTS 5,150 201219 ICON ZARA AHTS 5,150 201220 ICON LOTUS AHTS 5,150 201221 ICON SOPHIA AHTS 5,150 201322 OMNI ANTEIA AHT/UTILITY 5,220 200823 OMNI EMERY 1 AHT/UTILITY 4,200 200824 OMNI AKIRA AHT/UTILITY 3,200 200625 TANJUNG PINANG 1 SSV 5,110 200626 TANJUNG PINANG 2 SSV 5,110 200627 TANJUNG PINANG 3 SSV 5,110 200628 TANJUNG PINANG 4 SSV 5,110 200629 TANJUNG GAYA TUG/UTILITY 3,600 200830 TANJUNG PIAI 1 PSV 6,970 201131 TANJUNG PIAI 2 PSV 6,970 201332 ICON VALIANT AWB 5,200 201333 ICON KAYRA AWB 6,000 2013

VESSELS UNDER CONSTRUCTION BRAKE HORSE HULL NO. VESSEL TYPE POWER (BHP)

34 SH128 AHTS 10,800 35 G016 AHTS 10,80036 SH121 AWB 5,20037 SH129 PSV 6,97038 NB123 FCB 2,874

AHTS – Anchor Handling Tug & SupplyAHT – Anchor Handling & Tug SSV – Straight Supply Vessel

PSV – Platform Support VesselAWB – Accommodation Work BoatFCB – Fast Crew Boat


BOARD OF DIRECTORS

1) Raja Tan Sri Dato’ Seri Arshad bin Raja Tun Uda

2) Dato’ Abdul Rahman bin Ahmad

3) Datuk Wira Azhar bin Abdul Hamid

4) Edwanee Cheah bin Abdullah

5) Datuk Abdullah bin Ahmad

12345

112014 ANNUAL REPORT

6) Dr. Jamal bin Yusof @ Gordon Duclos

7) Syed Yasir Arafat bin Syed Abd Kadir

8) Madeline Lee May Ming

9) James William ller

9876


DIRECTORS PROFILE

Raja Tan Sri Dato’ Seri Arshad bin Raja Tun Uda, Malaysian, aged 69, is a Chairman and Non-Independent Non-Executive Director of our Company.

Raja Arshad is the Chairman of Ekuiti Nasional Berhad (Ekuinas), Maxis Berhad, Yayasan Raja Muda Selangor and Yayasan Amir. He is presently a Director of Khazanah Nasional Berhad, Yayasan DayaDiri and ACR Retakaful Berhad. He is also the Chancellor of University Selangor. He was formerly Executive Chairman and senior partner of PricewaterhouseCoopers (PwC), Malaysia, Chairman of the Leadership Team of PwC Asia 7, Chairman of the Malaysian Accounting Standards Board and Danamodal Nasional Berhad. His previous international appointments include being a member of the PwC Global Leadership Team, the PwC Global IFRS Board and the Standards Advisory Council of the International Accounting Standards Board.

His previous public appointments include being a member of the Securities Commission, the Malaysian Communications and Multimedia Commission, the Investment Panel of the Employees Provident Fund and the Board of Trustees of the National Art Gallery.

He is a Fellow of the Institute of Chartered Accountants in England and Wales, and a member of the Malaysian Institute of Accountants. He is also a member of the Malaysian Institute of Certified Public Accountants and served on its council for 24 years, including three years as its president.

Raja Tan Sri Dato’ Seri Arshad bin Raja Tun Uda

Dr. Jamal bin Yusof @ Gordon Duclos

ChairmanNon-Independant Non-Executive Director

Chief Executive Officer and Non-Independent Executive Director

Dr. Jamal bin Yusof @ Gordon Duclos, Malaysian, aged 49, is the Chief Executive Officer and Non-Independent Executive Director of our Company. He graduated with a Bachelor of Science degree in Dental Surgery from Universiti Malaya in 1990. He is also the President of Malaysia Offshore Support Vessels Owners’ Association (OSV Malaysia). He began his career in dentistry by founding a family dental practice in 1990 and had practised dentistry for almost 10 years. He also held the position of Managing Director of Sisma Enterprise Sdn. Bhd. from 1997 to 2005, where he was responsible for the growth and development of the company particularly in the provision of electrical engineering and OSV services. In 2006, he ventured further into the oil and gas industry by founding Omni Power, through which they acquired their first vessel. He was the Managing Director of Omni group of companies up to the completion of the strategic consolidation in 2012, between Omni Petromaritime Sdn Bhd and Tanjung Kapal Services Sdn Bhd following which he assumed the position as our Chief Executive Officer. He has over 18 years of experience in the OSV industry.


Datuk Wira Azhar bin Abdul HamidSenior Independent Non-Executive Director

Datuk Wira Azhar bin Abdul Hamid, Malaysian, aged 53, is a Senior Independent Non-Executive Director of our Company. He is also the Chairman of Audit and Risk Management Committee. He is a qualified Accountant and is a Fellow of the Chartered Association of Certified Accountant (UK). In addition to this, he is a member of the Malaysian Institute of Accountants.

He began his career as a Financial Internal Audit Manager at British Telecoms Plc. in London, UK and served from 1989 to 1991 where he was responsible for operational review audits at British Telecoms District Offices in South East England. He then joined the Malaysian Co-Operative Insurance Society Ltd. as the Head of Finance from 1992 to 1994. Subsequently in 1994, he joined the Sime Darby Group and held various financial and senior management position in manufacturing, oil & gas, industrial equipment, plantation businesses, before leaving Sime Darby in 2010. Datuk Wira Azhar’s last position in the Sime Darby Group was in its Plantation Division as Executive Vice President.

In January 2011, he was appointed as Independent Director of Perbadanan Kemajuan Negeri Perak and from September 2011 to December 2014, he was the Chief Executive Officer of Mass Rapid Transit Corporation Sdn. Bhd. He is now the Group Managing Director of Tradewinds Corporation Berhad and also holds several directorships in other private limited companies.

Dato’ Abdul Rahman bin AhmadNon-Independent Non-Executive Director

Dato’ Abdul Rahman bin Ahmad, Malaysian, aged 46, is a Non-Independent Non-Executive Director of our Company. He holds a Masters of Arts in Economics from Cambridge University, UK which he obtained in 1992 and is a member of the Institute of Chartered Accountants in England and Wales since 1996. He began his career at Arthur Andersen, London, UK, from 1992 to 1996 as an Assistant Manager and later served as Special Assistant to the Executive Chairman of Trenergy (M) Berhad from 1996 to 1999. He subsequently joined Pengurusan Danaharta Nasional Berhad from 1999 to 2000 as Unit Head and later went on to become Executive Director of SSR Associates Sdn. Bhd. a boutique corporate advisory firm, from 2000 to 2001.

Subsequently, Dato’ Abdul Rahman bin Ahmad held the position of Chief Executive Officer of Malaysian Resources Corporation Berhad from 2001 to 2003, a Malaysian conglomerate involved in property, construction and infrastructure. From 2003 to 2009, he was the Group Managing Director and Chief Executive Officer of Media Prima Berhad, an integrated media investment group in Malaysia prior to joining Ekuinas in 2009 as Executive Director and Chief Executive Officer where he leads its Management Committee and is a member of its Investment Committee. Currently, he is an Independent Director of Malaysian Resources Corporation Berhad, Axiata Group Berhad and Director of M+S Pte. Ltd., a joint venture property company of Khazanah Nasional Berhad and Temasek Holdings (Private) Limited. He also holds several directorships in other private limited companies.


DIRECTORS PROFILE (cont’d)

Edwanee Cheah bin AbdullahIndependent Non-Executive Director

Edwanee Cheah bin Abdullah, Malaysian, aged 65, is an Independent Non-Executive Director of our company. He is also the Chairman of Remuneration Committee and Nomination Committee. He obtained a Diploma in Mechanical Engineering from Singapore Polytechnic in 1973. In 1999, he obtained a Masters in Business and Administration (Technology) degree which was jointly awarded by Deakin University, Melbourne, Australia and the Association of Professional Engineers, Scientists and Managers, Australia.

He has over 40 years of international experience in the energy and oil and gas industry. He began his career with Shell Brunei LNG Sdn. Bhd. in 1973 as a trainee engineer and has since served various companies with the Shell group of companies (Shell Group) in Malaysia, Singapore, Brunei, South Korea, Netherlands, UK and USA for 32 years. During his tenure with the Shell Group, he had assumed various positions including Engineer, Site Representative Manager, Division Head and Global Consultant where he was responsible for, among others, engineering related matters, project management and internal consultancy. In 2006, he left Shell International Exploration and Production B.V., Netherlands. In 2007, he joined S 2 Click Sdn. Bhd., an oil and gas consultancy firm, as Director and Principal Consultant, where he provides consultancy services to various oil and gas companies.

Syed Yasir Arafat bin Syed Abd Kadir, Malaysian, aged 43, graduated from University of Essex, UK in 1994 with a Bachelor of Arts (Hons) degree in Accounting and Financial Management. He began his career in 1994 as an Executive in the Project Development Department of Aseambankers Malaysia Berhad (now known as Maybank Investment Bank). In 1996, he joined the Capital Markets Department of Commerce International Merchant Bankers Berhad (now known as CIMB Investment Bank Berhad) as an Executive until 1998. He subsequently joined Pengurusan Danaharta Nasional Berhad as an Executive from 1998 to 1999. He joined United Overseas Bank (Malaysia) Berhad as a Deputy Manager in the Investment Banking Division, Corporate Finance in 2000 and was involved in corporate advisory work until he left in 2001.

He joined ING Corporate Advisory (Malaysia) Sdn. Bhd. in 2001 and served for nine years, starting as Vice President of Corporate Finance, specialising in areas of mergers and acquisitions, equity and equity-linked fund raising, debt fund raising and financial advisory for some of Malaysia’s leading companies in banking, plantations, automotive, telecommunications and property, among others. His last position was Country Manager of ING Wholesale Banking, a position that he was promoted to in 2007, overseeing both ING Corporate Advisory (Malaysia) Sdn. Bhd. and ING Bank N.V. Labuan Branch operations in Malaysia.

He joined Ekuiti Nasional Berhad (Ekuinas) in 2009 as the Managing Partner, Investment, where he oversees the Investment Team and leads Ekuinas’ portfolio investments in the oil and gas industry. He is a member of the Investment Committee and the Management Committee of Ekuinas.

Syed Yasir Arafat bin Syed Abd KadirNon-Independent Non-Executive Director


Datuk Abdullah bin AhmadIndependent Non-Executive Director

Datuk Abdullah bin Ahmad, Malaysian, aged 68, is an Independent Non-Executive Director of our Company.

He graduated from University Malaya in 1970 with a Bachelor of Arts. He obtained his post-graduate Diploma in Management Science from National Institute of Public Administration (INTAN) in 1974 and Certificate in Petroleum Management (Arthur D’Little) Boston, USA in 1985.

He was formerly an Administrative & Diplomatic Service Officer. He started his career as a civil servant assigned to various divisions within the purview of the Ministry of Home Affairs. His last posting was in Public Services Department.

In 1979, he joined Petroleum Nasional Berhad (PETRONAS) as the Head of Human Resource Planning and Recruitment. Whilst serving PETRONAS he was exposed to both upstream and downstream at operating unit level including Carigali-BP(a joint venture company between PETRONAS Carigali and British Petroleum Development Company, UK) for exploration and production of oil, offshore Kudat, followed by other postings to domestic marketing, area office, regional office, petrochemical plant and subsidiaries in various capacities including Board Member of PETRONAS property related subsidiaries.

He was formerly the Secretary of Malaysian Petroleum Club and tasked to head its operation.

Madeline Lee May MingIndependent Non-Executive Director

Madeline Lee May Ming, Malaysian, aged 47, is an Independent Non-Executive Director of our Company. In 1991, she obtained her Bachelor of Laws (Hons) degree from Queens University, Belfast, UK. She pursued her postgraduate studies at the same university and graduated with a Master of Laws in 1992. She was called to the Bar of England and Wales in 1993 and is a member of Grays Inn, UK since 1993. She was subsequently called to the Singapore Bar in 1995 and also to the Malaysian Bar in 2001.

She embarked her career as a pupil Barrister in the Chambers of 4 Brick Court, London UK in 1993 until 1994. She later practiced in Singapore until 1996 and she joined Rodyk & Davidson, Vietnam’s office until 1999. She returned home in 2000 and joined Raslan Loong as an associate, after her overseas stint. She joined Mazlan & Associates in 2003 and made a Partner of the firm in 2006. She left Mazlan and Associates in 2014 and now with Ilham Lee, as a founding partner.


James William llerIndependent Non-Executive Director

James William Iler, American, aged 53, is an Independent Non-Executive Director of our company.

He has over 30 years of oilfield experience in the energy and oil and gas services/industry. He began his career with Marathon Oil Company in 1983 as a Material Expeditor. He then left and joined Sakhalin II in 1998 as the Country Logistics Manager where he was responsible of managing and supervising work for Marathon Oil, Shell and ExxonMobil. In 2005, he joined Hess Group of Companies and served in West Africa and also the Asia Pacific region until 2014 covering Malaysia, Thailand, Indonesia, China and Australia. He is currently the Chief Executive Officer of Matrix Reservoir Sdn Bhd, the operator of Tok Bali Supply Base and Tok Bali Terminals, Tok Bali, Kelantan.

DIRECTORS PROFILE (cont’d)


SENIOR MANAGEMENT TEAM

1) Dr. Jamal bin Yusof @ Gordon Duclos (Chief Executive Officer)2) Captain Hassan bin Ali (Deputy Chief Executive Officer)3) Rahman bin Yusof (Chief Operating Officer)4) Zaleha binti Abdul Hamid (Chief Financial Officer)

1 2 3 4


We pay tribute to the many unsung heroes who without seeking recognition, have tirelessly worked to the highest levels of professionalism and commitment in delivering our 2014 performance. People remain at the heart of our business and will always remain so. The experience and expertise of our multi-cultural workforce is the solid bedrock upon which we steady ourselves and journey through stormy weather with full confidence and vigour.

PEOPLE


Raja tan Sri dato’ Seri Arshad bin Raja tun UdaChairman


CHAIRMAN’S STATEMENT

OUR OPERATING ENVIRONMENT

While our listing had been successful, the year in review was a turbulent one for oil and gas players given the subdued global economic growth and the continued softening of oil prices in the second half of the year. The bleak outlook for the global oil and gas industry adversely affected demand for oilfield services which was further affected by the reduction in capital expenditure by oil majors. In view of the surplus supply of oil and weakening oil prices, global OSV players had to contend with lower vessel utilisation rates. This scenario coupled with challenging Malaysian economic landscape, affected the many OSV players supporting the domestic oil and gas industry, including ICON.

Nevertheless, as a result of our competencies and fundamentals in the Malaysian OSV sector, we were able to maintain our profitability.

DEAR SHAREHOLDERS,

ICON OFFSHORE BERHAD (ICON) WAS SUCCESSFULLY

LISTED ON BURSA MALAYSIA ON 25 JUNE 2014.

IT WAS THE COUNTRY’S LARGEST LISTING IN 2014,

ATTRACTING SUBSTANTIAL INTEREST FROM MALAYSIA

AND INTERNATIONAL INVESTORS.

ON BEHALF OF THE BOARD OF DIRECTORS,

I AM PLEASED AND PRIVILEGED TO WELCOME YOU

ON BOARD AS A SHAREHOLDER OF ICON AND TO

PRESENT TO YOU THE INAUGURAL ANNUAL REPORT

OF ICON OFFSHORE BERHAD FOR THE FINANCIAL YEAR

ENDED 31 DECEMBER 2014.


CHAIRMAN’S STATEMENT (cont’d)

OUR FINANCIAL PERFORMANCE

Against this backdrop, ICON posted lower revenue of RM318.9 million for the financial year ended 31 December 2014, a 4.8% or RM16.0 million drop from RM334.9 million in financial year 2013 (FY2013). This decrease was mainly attributable to lower demand as well as lower oil and gas industry activities. ICON recorded adjusted profit after tax (excluding exceptional items) of RM90.7 million in FY2014 in comparison to RM89.6 million registered in FY2013. ICON’s strength in maintaining its profitability amidst uncertain market conditions speaks well of its resilience.

OUR CORPORATE GOVERNANCE

As we pursue long-term success for ICON, the Board of Directors is committed to upholding and implementing the highest standards of corporate governance and risk management practices throughout our organisation. We subscribe to the principles and recommendations set out in the Second Edition of the Malaysian Code of Corporate Governance 2012. The details of our 2014 corporate governance measures, risk management practices and internal control policies can be found in the relevant sections of this Annual Report.

OUR CSR PRACTICES

As a conscientious corporate citizen and a leading player in the OSV sector, we are genuinely committed to balancing out our financial performance with responsible social and environmental considerations. As such, we undertake Corporate Social Responsibility (CSR) practices that serve to create value and impact positively on our diverse stakeholders in

the areas of the Community, Workplace, Marketplace and the Environment. On the Community front, we are giving back to the communities that we operate in through our support of the Dyslexia Association of Malaysia’s activities, as well as helping elevate the lives of communities in Kemaman, Terengganu through our sponsorship of a tuition programme for four schools in the area. The details of our CSR activities on the Community and other fronts are spelt out in the CSR section of this Annual Report.

OUR PEOPLE DEVELOPMENT EFFORTS

Our employees are our greatest asset and we undertake effective talent development, leadership development and succession planning activities to strengthen our workforce. As a result of our efforts to nurture and grow our workforce, ICON was lauded as one of the “Best Companies To Work For In Asia 2014” by HR Asia. Being a key OSV player in the region, we are committed to developing and strengthening the skills and calibre of ICON’s offshore mariners. We are achieving this through the activities of Icon Maritime Training Centre (IMTC), which offers specialised training and career development programmes to seafarers working in the OSV industry. More details of our people development activities can be found in the CSR and IMTC sections of this Annual Report.

OUTOOK AND PROSPECTS

The International Monetary Fund has downgraded its global growth forecast for 2015 largely due to the stuttering recovery in the United States, the continued fragility in the Eurozone and the slowdown in China’s economy. While for Malaysia, the economy is expected to grow at a revised


forecast of between 4.5% and 5.5% in 2015 (2014: 6%). The uncertainty of declining oil prices affecting the country’s outlook will linger. The challenges in the geopolitical environment, the drastic weakening in crude oil prices, coupled with cost optimisation initiatives by oil majors, are all expected to affect the demand for OSV services.

Going forward, ICON will focus its efforts on ensuring its utilisation rate is maintained through aggressively tendering for domestic and regional work as well as maintaining its competitiveness. As the largest OSV provider in Malaysia, ICON will continue to implement sound strategies to ensure the delivery of long-term, sustainable growth to our stakeholders. Going forward, the Board of Directors remains optimistic that ICON will be able to sustain its profitability for FY2015.

APPRECIATION

On behalf of the Board of Directors, I want to convey my heartfelt thanks to you, our valued shareholders, for placing your unwavering trust in us amidst the ups and downs of our business cycle. I also wish to extend my sincere thanks to our dedicated management team and staff, who have helped us strive through the marketplace challenges to deliver another profitable year. My utmost gratitude goes to our loyal clients, suppliers, business associates, and the various regulatory authorities for their steadfast support and confidence in ICON.

Last but not least, I wish to express my deep appreciation to my fellow Board members for their wise counsel and support in helping steer ICON through another year replete with challenges and opportunities. As we venture forth to explore new areas of opportunity and brave new challenges, I call upon all our stakeholders to lend us their staunch support. Thank you.

Raja Tan Sri Dato’ Seri Arshad bin Raja Tun UdaChairman10 April 2015


PERFORMANCE

Our inaugural year as a public listed company marks a major milestone in our history, as we celebrate achievements throughout the year. The past 12 months were iconic, both for our external accomplishments as well as the internal improvements made. The synergy of both places ICON in the perfect position to capitalise, leverage and sail smoothly into the future.


dr. Jamal bin Yusof @ Gordon duclosChief Executive Officer


CEO’S REVIEw

The oil price reached its peak at US$115 per barrel in the middle of the year to closing the year at about US$60 per barrel. The second half of 2014, proved to be challenging for the oil and gas industry as the volatility of oil prices together with the global turmoil in oil from non-OPEC nations continued to adversely affect oil majors globally. Given the ample supply of oil and its weakening prices, the overall utilisation rates for the global OSV market remained suppressed. Amidst these challenges, I am pleased to report that ICON leveraged on its competencies and fundamentals to turn in a steady performance for financial year 2014 (FY2014).

FINANCIAL PERFORMANCE

In FY2014, ICON’s revenue dropped by 4.8% to RM318.9 million from RM334.9 million in the financial year 2013 (FY2013) while we recorded adjusted profit after tax (excluding exceptional items) of RM90.7 million in comparison to RM89.6 million registered in FY2013. ICON’s strength in maintaining its profitability amidst uncertain market conditions speaks well of its resilience.

The lower revenue was mainly attributable to a lower fleet utilisation rate following the completion of contracts and delays in the award of subsequent contracts. On the whole, ICON’s vessels registered a lower vessel utilisation rate of 78% in FY2014 as compared to 84% in FY2013, primarily due to lower demand and lower activities in oil and gas industry in the second half of the year.

DEAR SHAREHOLDERS,

THE YEAR 2014 HAS BEEN A ROLLER-COASTER ONE, FOR

OIL AND GAS INDUSTRY AS WELL AS ICON.


water operations, we are selectively moving into deep waters through a fleet expansion, diversification and rejuvenation plan.

Our versatile fleet of various types of vessels also comes equipped with latest technology equipment and machinery such as dynamic positioning class 2 (DP2) and diesel electric engine. This enables us to provide a wide range of logistical support services throughout the entire offshore oil and gas life cycle. With oil majors placing more emphasis on fuel consumption, pollution prevention and comfort on board its vessels, we are in a good position to continue providing

ACTIVE MANAGEMENT OF OUR FLEET

As at 31 March 2015, we had 33 vessels in our fleet with an average fleet age of approximately 4.3 years. Our fleet comprises 20 anchor handling tug and supply (AHTS) vessels which make up 68% of our total fleet; three smaller anchor handling tug (AHT) vessels (10% of our total fleet); and four straight supply vessel or SSVs (13% of our total fleet). The remaining 9% of the fleet comprises two platform supply vessels (PSVs), three accommodation work boats (AWBs) including the new Icon Kayra, and one utility vessel (UV). While, we have primarily been focusing on shallow

innovative solutions for our clients given our investments in new vessels, energy efficient vessels with latest technical specifications.

In FY2014, we continued to improve our fleet utilisation through our active fleet rejuvenation plan. Over the course of the year, we disposed of one low specification AHT vessel (the Omni Solaris) in March 2014, while one low specification UV, the Tanjung Manis, was disposed of in August 2014. The fleet rejuvenation plan began with the disposal of two AHT vessels in FY2013. Going forward, we will continue to explore opportunities to dispose of our AHT fleet that have lower specifications

CEO’S REVIEw (cont’d)


CONTRACTS SECURED

In FY2014, ICON secured contracts amounting to RM403.5 million. This includes contracts secured with Brunei Shell Petroleum (BSP) for the provision of one AWB for a period of 5+2 years, with Talisman Malaysia and with EQ Petroleum Production Malaysia.

In February 2015, we received Letter of Award from PETRONAS for the provision of the spot charter of marine vessels under the umbrella contract. We were awarded six out of eight packages offered by PETRONAS under the umbrella contract which will include 60 MT AHTS vessels, SSVs, PSVs, UVs, workboats, and AWBs packages.

All these will ensure that we have a steady earnings stream going forward.

STRENGTHENING OUR ORDER BOOK Despite the soft industry outlook, we expect to reap the benefits of cash flow stability and earnings visibility as a portion of our order book is long-term in nature. The contracts in hand will contribute positively to our earnings over the duration of the contracts.

As at end of FY2014, ICON’s order book stood at RM760.2 million, of which RM522.0 million (68.7%) of firm contracts and RM216.2 million (28.4%) of extension options. Approximately 53% of the current order book will provide future revenue up to FY2016. We are optimistic that the right balance of supply and demand will take place in FY2015 to give us steady revenue.

as well as older vessels while improving our fleet utilisation rates by leveraging on replacement with higher specification vessels.

In Q1 FY2015, we added one AWB (ICON Valiant) and one PSV (Tanjung Piai 2) to our fleet. Another five vessels are currently under construction and will join our fleet between second half of FY2015 and FY2017. These new builds comprise one AWB, two 10,930 bhp AHTS vessels, one PSV and one fast crew boat (FCB). These new builds will strengthen our earnings base going forward and more efficient operating performance to meet the needs of the OSV market.

Competition is expected to remain tight especially for the lower bhp AHT and AHTS asset segments. As such, we have taken steps to diversify into selective asset classes to reduce our dependency on these segments. Today, we are focusing our efforts on assets that meet client requirements, particularly the AWB, FCB and higher bhp AHTS asset segments, where higher specification vessels will provide us the ability to move into the deepwater market.

Despite the prevailing uncertainties facing the oil and gas industry, we remain committed to implementing our shipbuilding programme for the long-term. We are also exploring opportunities to acquire additional vessels to meet the demands of our clientele under our fleet expansion plan. We will continue to leverage on our healthy balance sheet and lower gearing ratio for future growth. These efforts will enable us to capture a myriad of opportunities in the OSV sector.


Going forward, ICON will continue to expand its footprint to ensure further geographical diversification such as exploring opportunities in the Southeast Asian region.

STRONG HSE PRACTICES

On the Health, Safety and Environmental (HSE) front, we continue to maintain high standards and receive recognition from our clients for maintaining an outstanding HSE track record. Until FY2014, we achieved 19.2 million manhours without lost time injury and received awards from ExxonMobil Exploration and Production Malaysia Inc., ExxonMobil Malaysia, Maersk Oil Qatar and PETRONAS Carigali. More details can be found in the HSE section of this Annual Report.

EXPANDING OUR FOOTPRINT

While ICON is a Malaysian-based OSV provider and all of our vessels are Malaysian-flagged, we have also taken the opportunity to expand our footprint. In August 2014, in line with our strategy of geographical diversification, we expanded our footprint into Brunei of which our new Icon Kayra is currently servicing the contract.

Meanwhile, the Management team is continuing to pursue other opportunities to expand our geographical footprint and new client base in the region. As we continue to secure new clients in new geographies, we are spreading our risk and limit our exposure in the existing market.

OUR PEOPLE DEVELOPMENT INITIATIVES

Through implementing talent management initiatives as well as extensive training and development opportunities for ICON’s cadets and crew, particularly under our Icon Maritime Training Centre (IMTC), we are enhancing our readiness to capitalise on the Malaysian and Southeast Asian oil and gas industry, in anticipation of upwards outlook in our cyclical industry. Today, Icon has an in house OSV training centre known as IMTC and we are in the process of seeking the Malaysian Government accreditation for the centre. More details on these initiatives can be found in the CSR and IMTC sections of this Annual Report.

CEO’S REVIEw (cont’d)


ACKNOWLEDGEMENTS

ICON’s success in establishing itself as a leading OSV player is attributable to the support of many parties. I wish to express my heartfelt appreciation to our valued customers, suppliers, business partners, the various Government agencies where we do business, as well as our joint venture partners for their unwavering trust and confidence in us, as well as for extending us their firm support and cooperation.

I wish to convey my deep gratitude to ICON’s Board of Directors for their wise counsel and astute insights which have certainly helped us steer a steady course amidst a turbulent year for the oil and gas industry. I wish to convey my utmost appreciation to all ICON’s employees for their loyalty, commitment to excellence and dedication.

I trust all our stakeholders will continue to lend us their steadfast support as we set our sights on achieving new heights of success for our Company while weathering the challenges in the oil and gas industry. Thank you.

Dr. Jamal Yusof @ Gordon DuclosChief Executive Officer10 April 2015

MOVING FORWARD

Amidst signs of slower global growth and the prevailing uncertainties in the global oil and gas industry, ICON intends to continue riding out the current volatile oil prices with a focus on long-term and sustainable growth. As we further expand, we will step up our efforts to provide earnings visibility by growing and replenishing our order book through competitive bidding and improving fleet utilisation rates through active fleet management.

At the same time, we will work to maintain a strong balance sheet position and conserve our cash, which will enable us to capitalise on opportunities as and when they arise. We will also continue to maintain our line of sight on high HSE standards as well as explore geographical expansion by pursuing other opportunities and enlarge our client base. In achieving our objectives and ensuring sustainable growth, we will continue to remain agile and flexible to adapt to the changes in the ever-changing oil and gas industry.


VESSELS

The mainstay of our organisation, our young and dynamic fleet of vessels represents our strength and our aspirations for a glorious future; one of unlimited promise and potential, amidst calm waters of opportunity and growth. As we sail, to new shores and horizons of opportunity, our pride and joy – our vessels reflect our growing sense of confidence and optimism that we can cut through the waters and pursue a bright future.


CALENDAR OF SIGNIFICANT EVENTS

2) ExxonMobil Safety Reliable Operations Award Icon received awards from ExxonMobil Malaysia for

Tanjung Puteri 2 for 4th Quarter 2013 Vessel Award In Recognition of Safety Reliable Operations and 4th Quarter 2013 Marine Best Partner Award In Recognition if Safety Reliable Operations

FEBRUARY 2014

1) Persatuan Dyslexia Malaysia–Teaching Aids Workshop

Persatuan Dyslexia Malaysia (PDM) President and staff came to conduct a half day workshop to ICON staff as part of our CSR activities with the association.

JANUARY 2014

1) PCSB Certificate of Excellence Icon Offshore Group Sdn. Bhd. (IOGSB) received

a certificate of excellence award from Petronas Carigali Sdn. Bhd. for achieving DRI 3 Million Man-Hours Without Lost Time Injury.

MARCH 2014

1) Offshore Technology Conference Asia 2014

ICON participated in the inaugural Offshore Technology Conference Asia 2014 that was held at Kuala Lumpur Convention Centre (KLCC). The OTC Asia 2014 showcased the latest technology, equipment and machinery which provided a good platform for companies to meet prospective counterparts and partners.


MAY 2014

1) ICON’s Prospectus Launch

Icon Offshore Berhad successfully launched its prospectus for the IPO witnessed by YB Senator Dato’ Seri Abdul Wahid Omar, Minister in the Prime Minister’s Department.

2) CSR at Kemaman schools

ICON donated RM100,000 to four schools in Kemaman, the area that we are operating in, to promote education among the younger generation.

APRIL 2014

1) COO Away Day

The event was organised to discuss the existing day-to-day operational issues, process improvement strategies and action plans.

JUNE 2014

1) ICON’s Listing Ceremony

ICON was officially traded in Bursa Malaysia under the stock short name ICON and stock code 5255.


SEPTEMBER 2014

1) Maersk Oil Outstanding Safety Performance ICON received an award from Maersk Oil for Omni

Tigris Outstanding Safety Performance 1 year without a Lost Time Injury

DECEMBER 2014

1) ICON OFFSHORE HSE Day

The 2nd HSE Day was organised to enhance, upgrade and implement higher standards of HSE awareness among staff and Clients.

CALENDAR OF SIGNIFICANT EVENTS (CONT’D)

AUGUST 2014

1) HR Asia (Best Companies to Work For In Asia 2014) ICON Offshore Berhad received the HR Asia Best

Companies To Work For In Asia 2014 Award.

2) Delivery of Icon Kayra

ICON takes delivery of Icon Kayra (SK Line 600).

JULY 2014

1) Iftar Ramadhan with anak-anak As-Solihin

About 35 underprivileged children from Rumah Anak-Anak Yatim As Solihin in Banting were feted with sumptuous Ramadhan spread and taken to a shopping mall to buy new clothes.


HEALTH, SAFETY AND ENVIRONMENTAL

UPHOLDING GOOD HEALTH, SAFETY AND ENVIRONMENTAL PRACTICES As ICON grows its business, we are mindful that we need to deliver exceptional customer experiences by consistently meeting or exceeding customers’ expectations for operational performance. This includes maintaining the highest Health, Safety and Environmental (HSE) standards and eliminating workplace incidents and injuries in line with the requirements of national oil companies (NOCs) and international oil companies (lOCs).

THE IMPORTANCE OF A STRONG HSE TRACK RECORD

In the oil and gas industry, a good HSE track record is one of the key selection criteria imposed by NOCs and IOCs. In the OSV arena, vessel providers with a strong HSE record of accomplishment stand a better chance of securing charter contracts. An established HSE track record also poses a significant barrier to entry for potential competitors. As such, ICON is committed to

steadfastly maintaining comprehensive HSE practices across our entire fleet to ensure the safe operation of our vessels, the prevention of pollution, and injury and incident-free work environment. HSE POLICIES AND PROCEDURES

ICON is continuously working at improving our HSE performance through our integrated framework of procedures, emergency drills, practices and standards to prevent, identify, organise and control potential hazards in a proactive manner. We have implemented key safety system elements such as employee training, inspections, safety and incident analyses, incident investigations, emergency preparedness, protective equipment, health controls, group meetings, the promotion of a safety culture and good environmental protection measures.


We place an emphasis on personal safety, the identification of safety, risks and the specification of critical control measures throughout our operations. Our efforts also extend to conducting an annual HSE Day with our staff, charterers, clients and suppliers in order to foster collaboration and ensure a seamless response in case of emergency. ICON also has HSE and security policies in place. These include our HSE Policy to provide safe and healthy working conditions on vessels and premises; a Safety Management System Policy to maintain safe and reliable operations of vessels and environmental impact; a Stop Work Policy to pursue the goal of “no harm” to people, properties and environment; a Drug and Alcohol Policy to maintain a safe, healthy and conducive environment for all personnel.

ENSURING HIGH HSE STANDARDS Due to the nature of our operations, we are subjected to various internal and external safety audits. These ensure that we comply with HSE protection laws and regulations as well as maintain effective waste prevention and reduction capabilities. To date, we have implemented a number of measures that include the implementation of systems, covering formal safety management, comprehensive incident and near-miss reporting as well as investigation and emergency response.

Moreover, we conduct regular safety and environmental audits and provide systematic health and safety training for our employees. We are proactive in establishing policies and operating procedures for safeguarding the environment against any hazardous materials aboard our vessels and at shore-based locations. Whenever possible, hazardous materials are maintained in or transferred to confined areas in an attempt to ensure containment if accidents occur. In addition, we have established operating policies that aim to increase awareness of actions that may harm the environment. We have implemented Safety Awareness Coach scheduled visit to our vessels to enhance safety on board vessels through providing crews safety coaching.

HEALTH, SAFETY AND ENVIRONMENTAL (CONT’D)


RECOGNISED FOR OUR HSE FOCUS

Our commitment to HSE continues to be recognised by our customers year after year. In 2014, ICON received an award for outstanding HSE performance and dedication from PETRONAS Carigali for achieving three million manhours without a lost time incident. The year also saw us receiving the “4th Quarter 2013 Marine Best Partner Award in Recognition of Safety Reliable Operations” from ExxonMobil Malaysia. On top of this, ExxonMobil Exploration and Production Malaysia Inc. awarded ICON a Gold Award which served as “Safety Recognition for Hurt-Free Operations exceeding 100,000 manhours (2014)”.

In 2013, our Omni Tigris vessel received an award for outstanding safety performance from Maersk Oil for two years of operating without a lost workday. In the same year, our Tanjung Puteri 2 vessel received the “4th Quarter 2013 Vessel Award in Recognition of Safety Reliable Operations” and “4th Quarter Marine Business Partner from ExxonMobil Malaysia.”

In 2012, ICON received an award for Best HSE Performance from PETRONAS Carigali. Back in 2011, our Omni Emery vessel (currently known as Omni Emery 1), received an award for Excellent HSE Performance from PetroVietnam Technical Services Corporation for achieving one year of operations without any lost time incident.

ICON has achieved ~19.2 million man hours with zero lost time injury

Health, Safety andEnvironment Policy

Safety Awareness Coach

Drug & Alcohol Policy

Stop Work Policy

Safety ManagementSystem Policy

Commitment to provide safe andhealthy working conditions on its vessels and premises

Commitment to uphold our HSE track record and maintain our zero Total Recordable Incident Case Frequency (TRICF)

3 million man hours without lost time incident award by PETRONAS Carigali (2014)

4th Quarter 2013 vessel award in Recognition of Safety Reliable Operations and 4th Quarter2013 Marine Business Partner in Recognition of Safety Reliable Operations by ExxonMobil Malaysia

ExxonMobil Exploration and Production Malaysia Inc (EMEPMI) - Gold Award – Safety Recognition for Hurt-Free Operations exceeding 100,000 man hours (2014)

Outstanding Safety Performance 1 year without Lost Time Injury from Maersk Oil (2013 and 2014)

Best HSE Performance award by PETRONAS Carigali (2012)

Excellent HSE Performance award by PerroVietnam Technical Services Corp (2011)

Commitment to maintain a safe, healthy and conducive environment for all personnel

Commitment to pursue the goal of “no harm” to people, properties and environment

Commitment to maintain safe and reliable operation of ships and environmental protection

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CORPORATE SOCIAL RESPONSIBILITY

OUR COMMITMENT TO RESPONSIBLE CORPORATE PRACTICES

ICON is committed to growing profitably in a responsible and sustainable manner. To this end, we continue to undertake tangible Corporate Social Responsibility (CSR) practices that serve to create value for and impact positively on our diverse stakeholders in the areas of the Community, Workplace, Marketplace and the Environment.

ELEVATING COMMUNITIES

As a conscientious corporate citizen, we strongly believe that we have an obligation to give back to the communities in which we operate as well as to elevate the lives of those who are less fortunate. With the goal of making a positive and tangible impact on communities, ICON is actively engaged in activities that address the needs of existing communities as well as the generations to come.

ICON is a supporter of the Dyslexia Association of Malaysia (Persatuan Dyslexia Malaysia” or “PDM). Back in 2013, we supported PDM in its efforts to train teachers and psychologists in Malaysia on ways to assess students with learning difficulties. This was achieved through a workshop where foreign experts were invited to train teachers on the methods of conducting various

tests for students with learning disabilities. At the same time, these experts imparted knowledge on teaching methods that had been developed for such students.

In June 2014, ICON worked with PDM to organise workshops in Johor Bahru, Johor and Sungai Petani, Kedah. Some 270 participants comprising parents, teachers, minders and nurses took part in the workshops featuring an occupational therapist, speech therapist and psychologist. Feedback from the workshops has been very positive with calls for more workshops of this kind to be organised so that the latest knowledge and tools can be shared with participants. The year also saw ICON sponsoring PDM’s Sports Day where our staff volunteered to oversee the day’s proceedings.

We are also dedicated to promoting education among the younger generation through our sponsorship of a tuition programme at two secondary and two primary schools in Kemaman, Terengganu, an area in which we operate. We kicked off the programme in 2014 and to date Sekolah Menengah Kebangsaan Kijal, Sekolah Menengah Kebangsaan Ayer Puteh, Sekolah Kebangsaan Payoh and Sekolah Kebangsaan RKT Seberang Tayor have benefited from the programme. The programme is an important part of our CSR efforts to improve the living standards of the community and spur educational development in the area.


BOLSTERING OUR MARKETPLACE

As a key OSV player in the region, we are deeply committed to strengthening the skills and calibre of ICON’s offshore mariners as well as to developing highly skilled and qualified personnel for the OSV industry. We are achieving this through the activities of Icon Maritime Training Centre Sdn Bhd (IMTC), which offers specialised training and career development programmes to seafarers working in the OSV industry.

In March 2014, ICON participated in the inaugural Offshore Technology Conference Asia (OTC Asia), a platform for energy professionals to exchange ideas and opinions to advance scientific and technical knowledge for offshore resources and environmental matters. The 2014 OTC Asia event attracted some 25,100 industry professionals representing 88 countries and 98 nationalities as well as featured an exhibition showcasing the products and services of more than 240 companies, including ICON’s.

STRENGTHENING OUR WORKPLACE

ICON’s employees are its greatest asset and we take steps to ensure the health, safety and wellbeing of our employees. We understand the importance of attracting, retaining and nurturing the best talent and endeavour to create a culture of support and success within our organisation while promoting and providing a safe and healthy work environment.

As at end 2014, ICON’s workforce stood at 177 employees strong. We registered an attrition rate of 2% in 2014 while a total of 36 new employees came on board ICON. As an equal opportunity employer, ICON is committed to employing, developing and rewarding our employees through the principles of meritocracy regardless of their gender, nationality and age. As at 31 December 2014, we had a 7:10 ratio for our female to male employees and a 1:3 ratio of the same at the Senior Management level.

To bolster our workforce, we continue to roll out a host of training and development programmes for employees at all levels throughout our organisation. The year saw us investing some RM560,000 in internal and external programmes.

To sustain our business, we continue to implement talent development, leadership development and succession planning activities. In October 2014, we launched our Leadership Programme for Heads of Department (HODs). This initiative aims to identify and develop potential leaders to support the business.

We offer competitive remuneration packages. To inculcate a performance culture within our organisation, we ensure our people’s key performance indicators (KPIs) align with ICON’s corporate vision and mission.

We view our employees as members of our family and are committed to building a strong team spirit through employee engagement activities. Staff activities such as our Gunung Kinabalu excursion as well as go-kart and badminton tournaments have certainly helped build workplace camaraderie and strengthened employer-employee ties.

For our efforts to build and nurture a skilled workforce, ICON was named one of the “Best Companies to Work for in Asia 2014” by HR Asia.


In May 2014, we organised a summit and seminar themed “Offshore Support Vessels in Malaysia: Opportunities & Challenges” on behalf of the OSV Malaysia. At the event, ICON’s Chief Executive Officer, Dr. Jamal Yusof, who is also the current President of OSV Malaysia, presented the associations’ views to the industry players.

Towards the end of 2014, we organised an HSE Day to which we invited our clients and shared our experiences and expertise with them.

SAFEGUARDING THE ENVIRONMENT

We have high regard for the environment and undertake best practices that ensure the viability of our operations for the long-term. Our efforts encompass internal and external environmental protection activities, pollution preventive measures as well as energy saving initiatives.

As part of our efforts to reduce our carbon footprint, we monitor the fuel consumption of all our vessels by means of a daily fuel consumption analysis and have invested in diesel electric technology to ensure low diesel consumption. Our Tanjung Piai 1 and Tanjung Piai 2 PSV are utilising such technology to reduce their carbon footprint.

We also proactively take steps to ensure that used engine oil is sent to and contained at an approved or recognised shore reception facility, as well as ensure proper segregation of garbage disposal on board our vessels.

MOVING FORWARD

Going forward, ICON remains committed to broadening its CSR agenda in a way which impacts its stakeholders in a tangible manner. To ensure we continue playing a part as a responsible member of society and a key player in the nation’s OSV industry, as well as to ensure our sustainable growth, we will continue to integrate CSR activities into our operations.

CORPORATE SOCIAL RESPONSIBILITY (CONT’D)


ICON MARITIME TRAINING CENTRE

Icon Maritime Training Centre Sdn Bhd (IMTC), was set up to strengthen the skills and calibre of ICON’s offshore mariners as well as to produce highly skilled and qualified personnel for the OSV industry.

HELPING DEVELOP A HIGHLY SKILLED OSV WORKFORCE

IMTC’s vision is to be the preferred training provider in the region offering highly specialised training programmes for the OSV industry. Its mission is to develop highly skilled human capital for the OSV industry through customised training programmes; as well as to deliver industry-specialised training and career development programmes to seafarers working in the OSV industry.

COMPETENCY TRAINING FOR ALL OSV CREW

IMTC aims to enhance the skills of all crew working on offshore vessels through a continuous learning process. The training centre is also looking to close the skills gap between conventional mariners and oil and gas offshore mariners by developing specific competency modules and through providing the necessary training to enable mariners to operate efficiently and safely at sea.

Its primary training modules broadly cover the following areas; enhanced navigational skill for masters and senior officers, enhanced operational skill in OSV operations for masters and senior officers and enhanced skills in OSV operations for junior officers and deck ratings.

Through these modules, OSV seafarers become more aware about applying proper and safe procedures when carrying out various OSV operations in accordance with international and industry standards/guidelines. They also learn how to improve their ability to make informed decisions which promote safety and security which protect the marine environment. On top of this, they are taught to identify operational problems and are equipped with the relevant knowledge to solve these issues. At the same time, the seafarers’ ability to plan and coordinate actions during emergencies is enhanced.

IMTC’s curriculum is closely connected to HSE Management System and industrial best practices, while its training sessions are developed and organised in consultation with field experts and in line with stakeholders’ feedback in order to address end-user expectations.

MAKING STRONG INROADS ON THE OSV TRAINING FRONT

IMTC has been collaborating with the Malaysian Skills Development Department also known as “Jabatan Pembangunan Kemahiran Malaysia” to develop the National Occupational Skill Standards (NOSS) for the OSV industry. Through the intiative of IMTC, NOSS for our OSV operation for SKM (Sijil Kemahiran Malaysia) Level 3 was developed and approved in September 2014.

On 17 March 2015, IMTC and Malaysian Maritime Academy (ALAM) entered into a Memorandum of Understanding (MoU) to develop, produce, enhance and implement a combined Standard of Training, Certification and Watchkeeping (STCW), as well as SKM Level 3 training for the local OSV industry. In addition, IMTC and Generation Six Sdn Bhd (G6) signed a Memorandum of Agreement (MOA) for the first Integrated Computer-Based Training (CBT) programme that was designed in accordance with the OSV skill sets developed by IMTC. The CBT provides e-learning platform that makes training more accessible and convenient, which enables participants to learn at their own pace and schedule.

As at March 2015, IMTC had trained 178 members of ICON’s internal crew.

Through its various programmes, IMTC is helping fulfilling ICON’s agenda of developing the next generation of leaders organically. This agenda is in line with the Government’s aspiration to build a competitive and highly skilled human capital for the OSV sector.


AUDIT AND RISK MANAGEMENT COMMITTEE REPORT

The Board of Directors (Board) of ICON is pleased to present the following report of the Audit and Risk Management Committee for the financial year ended 31 December 2014.

MEMBERSHIP AND MEETING

The Audit and Risk Management Committee consists of Non-Executive Directors with a majority of them being Independent Non-Executive Directors, including the Audit and Risk Management Committee Chairman. The Chairman of the Audit and Risk Management Committee, namely, Datuk Wira Azhar bin Abdul Hamid, is a qualified Chartered Accountant and a member of the Malaysian Institute of Accountants. Accordingly, the composition of the Audit and Risk Management Committee complies with the Main Market Listing Requirements (Listing Requirements) of Bursa Malaysia Securities Berhad (Bursa Malaysia).

The Audit and Risk Management Committee meetings are convened in orderly manner, structured through the use of an agenda. Minutes of the Audit and Risk Management Committee meetings and Audit and Risk Management Committee papers are circulated to all members prior to the meeting for discussion. The reports presented at the Audit and Risk Management Committee meetings are highlighted by the Audit and Risk Management Committee’s Chairman to the Board for further discussion, deliberation and approval.

During the financial year ended 31 December 2014, a total of four Audit and Risk Management Committee meetings were held and the respective member’s attendance is shown in the following table:

Name of Audit and No. of Meetings Percentage ofRisk Management Committee Member Attended/Held Attendance(%)

Datuk Wira Azhar bin Abdul Hamid 4/4 100(Chairman)Senior Independent Non-Executive Director

Edwanee Cheah bin Abdullah 4/4 100(Member)Independent Non-Executive Director

Syed Yasir Arafat bin Syed Abd Kadir 4/4 100(Member)Non-Independent Non-Executive Director

The CEO, CFO and Head of Corporate Governance and Risk Management are in attendance at each of the Audit and Risk Management Committee meetings to brief the Audit and Risk Management Committee on the reports and specific issues as and when required. The representatives of the external auditors and the external consultants are also invited to attend the Audit and Risk Management Committee meetings, when necessary.

The first private discussion without the presence of the management (Management) was held by the Audit and Risk Management Committee with the external auditors, Messrs PricewaterhouseCoopers on 24 March 2015, and none was held during the financial year 2014. Moving forward, the Audit and Risk Management Committee shall ensure that the meeting shall be held at least twice a year.

AUTHORITY OF THE AUDIT AND RISK MANAGEMENT COMMITTEE

In performance of its duty, the Audit and Risk Management Committee shall have the following authority as empowered by the Board:

a) Have authority to investigate any activity within its terms of reference;

b) Have access to resources required to perform its duties;

c) Have full, free and unrestricted access to any information, records, properties and personnel of the Group and other subsidiaries (if any) or sisters companies;


d) Have direct communication channels with external auditors and person(s) carrying out the internal audit function or activity for the Group;

e) Have authority to engage independent professional or other advice; and

f) Able to convene meetings with the external auditors, the internal auditors or both, together with other independent non-executive members of the Board, excluding the attendance of any Executive Directors, at least twice a year in the case of external auditors or whenever deemed necessary.

DUTIES AND RESPONSIBILITIES OF THE AUDIT AND RISK MANAGEMENT COMMITTEE

The duties and responsibilities of the Audit and Risk Management Committee are as follows:

A) BOARD

1) To obtain satisfactory response from Management on reports issued by the external and internal auditors and report to the Board:

• Significant findings identified and the impact of audit findings on the operations;

• Deliberations and decisions made at the Audit and Risk Management Committee’s meetings with focus given to significant issues and resolutions resolved by the Audit and Risk Management Committee, on a regular basis; and

• A summary of material concerns and weaknesses in the control environment noted during the year and the corresponding measures taken to address the issues.

2) To oversee the function of the Corporate Governance and Risk Management Department (CGRM) and report to the Board on significant changes in the business and the external environment, which affect key risks;

3) Where the review of audit reports of subsidiaries and any related corporations also falls under the jurisdiction of the Audit and Risk Management Committee, all the above-mentioned functions shall also be performed by the Audit and Risk Management Committee in co-ordination with the board of directors of the subsidiaries and related corporation;

4) To review arrangements established by Management for compliance with any regulatory or other external reporting requirements, by-laws and regulations related to our Company’s operations; and

5) To consider other areas as defined by the Board.

B) EXTERNAL AUDITORS

1) To consider the appointment of the external auditors, the audit fee and any issues relating to the resignation or dismissal of the external auditor;

2) To discuss with the external auditors before the audit commences, the nature and scope of the audit, and ensure co-ordination where more than one audit firm is involved;

3) To discuss with the external auditors, their audit report and evaluation of the system of internal controls; and

4) To review the quarterly announcement and year-end financial statements of our Company, focusing particularly on:

• Any changes in accounting policies;

• Significant adjustments arising from the audit;

• The going-concern assumption; and

• Compliance with accounting standards and other legal requirements.

C) INTERNAL AUDITORS

1) To discuss problems and reservations arising for the external audits, and any matter the external or internal auditor may wish to discuss; and

2) To oversee the internal audit function by:

• Reviewing the adequacy of the scope, functions and resources of the internal audit function, and that it has the necessary authority to carry out its work;

• Reviewing the annual audit plan, results of audits activities or investigations undertaken, and to ensure that appropriate action is taken in respect of the recommendations made by the internal audit function;


• Reviewing appraisal or assessment of the performance of members of the internal audit function;

• Determining and recommending to the Board the remit of the internal audit function, including the remuneration of the Head of CGRM;

• Approving any appointment or termination of senior staff members of the internal audit function;

• Informing itself of resignations of internal audit staff members and providing the resigning staff member with an opportunity to submit his/her reasons for resigning;

• Ensuring on an on-going basis that the internal audit function has adequate and competent resources;

• Monitoring closely any significant disagreement between the internal audit function and Management irrespective of whether they have been resolved; and

• To consider the major findings of an internal investigations and Management’s response.

D) RELATED PARTY TRANSACTION

To consider any related party transactions that may arise within the Group including any transaction, procedure or course of conduct that raises questions of the Management’s integrity.

SUMMARY OF ACTIVITIES OF THE AUDIT AND RISK MANAGEMENT COMMITTEE DURING THE YEAR

During the financial year, the Audit and Risk Management Committee carried out its duties as set out in the terms of reference, particularly on:

a) Review of the Group’s Corporate Governance Framework prior to submission to the Board for consideration and approval;

b) Review and approval of the audit plan of the CGRM and external auditors, including their scope of work for the financial year;

c) Review of the Policy and Standard Operating Procedure Framework, and key policies and procedures for adoption by the Group, prior to submission to the Board for consideration and approval;

d) Review of the Risk Management Framework for adoption by the Group, prior to submission to the Board for consideration and approval;

e) Review of the quarterly business risk assessment and risk management reports to identify and manage key business risks, as well as to monitor the status of the mitigating measures;

f) Review and deliberate on the audit reports, issues and recommendations from the external auditors in relation to the audit conducted during the year;

g) Review of the quarterly unaudited financial statements and its explanatory notes thereon, and annual audited financial statements to ensure compliance with the Malaysian Financial Reporting Standards, International Financial Reporting Standards and the requirements of the Companies Act 1965 in Malaysia;

h) Review of the adequacy of the scope, functions and resources of the internal audit function;

i) Review of the Statement of Corporate Governance, Audit and Risk Management Committee report and Statement on Risk Management and Internal Control for insertion into the annual report; and

j) Review of the reappointment and fees of the external auditors before recommending to the Board for approval.

AUDIT AND RISK MANAGEMENT COMMITTEE REPORT (CONT’D)


INTERNAL AUDIT FUNCTION

The Group has an in-house internal audit function which was under the purview of the CGRM established in mid-2013. The Head of CGRM reports directly to the Audit and Risk Management Committee and administratively to the CEO. The activities of the CGRM are guided by the Internal Audit Charter and its principal role is to undertake independent, regular and systematic review and appraisal of the Group’s risk management, control and governance processes designed and represented by the Management, so as to determine whether they are adequate and functioning in an appropriate manner. However, the internal audit function of CGRM shall be outsourced to an audit professional firm in 2015.

Since the CGRM is in its early stage of establishment and our Company was seeking listing on the Bursa Malaysia in 2014, deliverables during the year were focused to formulating and expanding the corporate governance framework within the Group. These include the issuance of documented terms of reference for various Board Committees, and codes of conduct such as Director’s Code of Ethics, revised Employee Code of Ethics and Service Provider Code of Conduct. Other initiatives undertaken by the CGRM during the year include assisted the CEO on the appointment of Senior Independent Non-Executive Director and alternate member of the Executive Committee (EXCO), reviewed and assisted on the documentation and formalisation of the Group’s policies and procedures such as Corporate Disclosure Policy, Anti-Fraud and Whistleblowing Policy, Independence of Independent Directors Policy and External Auditors Appointment and Independence Policy, and facilitated the risk review and documentation of the Group risk reporting to the Audit and Risk Management Committee.

During the financial year under review, the personnel of CGRM attended training in order to enhance their skills and knowledge, and continuously provide value added services to the Group, in line with the requirement of the Internal Audit Charter.

For the financial year ended 31 December 2014, our Company incurred a total cost of RM267,350 for CGRM.

This report is made in accordance with a resolution of the Board dated 10 April 2015.


STATEMENT OF CORPORATE GOVERNANCE

The Board of ICON recognises that the exercise of good governance in conducting the affairs of the Group with integrity, transparency and professionalism are the key components for the Group’s continuing progress and success as these would not only safeguard and enhance shareholders’ value but also provide assurance that the interests of the other stakeholders are preserved.

The Board of ICON is committed to comply with the principles and recommendations embodied in the Malaysian Code on Corporate Governance 2012 (the Code) in order to meet the highest standard of corporate governance. Our Company has undertaken its listing exercise in June 2014 and has commenced adopting the Code. Its ultimate objective is to adopt, embrace and apply the principles and recommendations of the Code, and is continuously striving to materialise the objective.

The Board of ICON is pleased to present the following reports on the application of the principles as set out in the Code and the extent to which the Group has complied with the best practices of the Code during the financial year ended 31 December 2014.

DIRECTORS

A. THE BOARD

The Board is the ultimate body which takes full responsibility for the overall performance and governance of the Group. It resolves key business matters and corporate policies except those reserved for shareholders as provided in the Articles of Association (the Articles) of our Company, the Companies Act 1965 (the Act) and other regulatory requirements. The Board establishes the vision and strategic objectives of the Group, directing policies, strategic action plans and stewardship of the Group’s resources towards realising the Group’s mission.

The Board exercises due diligence and care in discharging their duties and responsibilities to ensure that high ethical standards are applied, through compliance with the relevant rules and regulations, directives, practice notes and guidelines in addition to adopting the best practices in the Code and acts in the best interest of the Group and shareholders.

B. BOARD CHARTER

The Board has adopted a formal charter which is available in our corporate website. The Board Charter (the Charter) was established to assist the Board to provide strategic guidance to our Company and effective oversight of its Management, for the benefits of the shareholders and other stakeholders. The Board is guided by the Charter which provides reference for Directors in relation to the Board’s roles, powers, duties, responsibilities and functions. It adopts principles of good governance and is designed to maximise our Company’s compliance, adopting with best practice requirements. The Board will review the Charter as and when necessary to ensure it remains consistent with the Board’s objectives and responsibilities, and all the relevant standards of corporate governance.

C. BOARD COMPOSITION AND BALANCE

As at the date of this Statement, the Board of ICON currently consists of nine members of whom one of the Board members is an Executive Director, one is a Senior Independent Non-Executive Director, three are Non-Independent Non-Executive Directors and four are Independent Non-Executive Directors. The Board composition complies with the Listing Requirements of Bursa Malaysia that requires at least two or one-third of the Board, whichever is the higher, to be independent directors. The Board has maintained its mix of Directors from diverse professional background with a wide range of experience and expertise in the field of business, oil and gas industry, information technology, economics, legal, finance and accounting. In view of the size of the Group and its business complexity, the Board is of the opinion that its current composition and size remains optimum and conducive for effective deliberations at Board meetings.

The CEO, DCEO, COO and CFO are the Senior Management of our Company, responsible for the day-to-day management of operational and financial matters of the Group, implementation of the Group’s policies and the Board’s decisions, development and implementation of the business and corporate strategies.


There is a clear segregation of roles and responsibilities between the Chairman and the CEO. Their respective roles and responsibilities are clearly defined in the Charter. The role of the Chairman is held by a Non-Independent Non-Executive Director of our Company. In order to ensure that the Board composition denotes to preserving majority of independent directors, the Board had on 22 May 2014 appointed Datuk Wira Azhar bin Abdul Hamid as our Company’s Senior Independent Non-Executive Director. The recent appointment of Datuk Abdullah bin Ahmad and James William Iler as the additional Independent Non-Executive Directors further ensures existence of a balance of power and authority bringing strong independent element on the Board.

D. INDEPENDENCE

The Independent Non-Executive Directors are independent of Management and free from any business relationship which could materially interfere with their independent and objective judgement. Their presence ensures that issues of strategies, performance and resources proposed by the Management are objectively evaluated and thus provide a capable check and balance for the Executive Director.

The Board has adopted a Policy and Procedure on Independence of Independent Directors that describes how the Board will assess the independence of each Independent Director. In determining the independence of individual Independent Directors, the Board will consider all relevant information, facts and circumstances and the assessment of the independence of its Independent Directors is undertaken annually. Each Director is also required to immediately disclose to the Board if they have an interest or relationship which is likely to impact on their independence or if an Independent Director believes he may no longer be independent.

From the recent assessment of the independence of the Independent Directors, the Board was satisfied that Datuk Wira Azhar bin Abdul Hamid, Edwanee Cheah bin Abdullah, Madeline Lee May Ming, and the newly appointed Datuk Abdullah bin Ahmad and James William Iler are suitable and qualified to act as an Independent Directors of our Company. None of the Independent Non-Executive Directors of our Company has exceeded the tenure of a cumulative term of nine years in the Board.

E. DIRECTOR’S CODE OF ETHICS

The Directors, in discharging its responsibilities, continue to adhere to the adopted Director’s Code of Ethics. The Director’s Code of Ethics is based on principles in relation to sincerity, integrity, responsibility and CSR, and is formulated to enhance the standard of corporate governance and corporate behaviour.

F. DUTIES AND RESPONSIBILITIES OF THE BOARD

In carrying out their duties and responsibilities, the Board exercises great care to ensure that high ethical standards and corporate behaviour are upheld. To enhance accountability and transparency, the Board has specific functions reserved for the Board and those delegated to the Management. The Board members are constantly mindful that the interests of the Group’s stakeholders are always being protected.

In ensuring an effective discharge of its functions, the Board adopts the Charter which sets out the following key responsibilities:

a) To review, challenge and approve the annual corporate plan, which includes the overall corporate strategy, marketing plan, human resources plan, information technology plan, financial plan, budget, regulations plan and risk management plan;

b) To oversee the conduct of the businesses and to determine whether the businesses are being properly managed;

c) To identify principal risks and ensure the implementation of appropriate internal controls and mitigation measures to effectively monitor and manage these risks;

d) Succession planning, including appointing, training, fixing the remuneration of, and where appropriate, replacing the key management;

e) To oversee the development and implementation of an investor relations programme or shareholders’ communications policy for the Group; and


f) To review the adequacy and integrity of the internal controls and management information systems, including systems for compliance with applicable laws, regulations, rules, directives and guidelines (including the Listing Requirements of Bursa Malaysia, securities laws and the Act).

The Board is cognisance of the importance of business sustainability and, in conducting the Group’s business, the impact on the environment, social and governance will be taken into consideration.

The Directors of our Company recognise the importance to devote sufficient time and efforts to carry out their duties and responsibilities and has committed to this requirement at the time of their appointment. The Director is at liberty to accept other Board appointments so long as the appointment is not in conflict with the business of our Company and does not affect his performance as a Director. None of the Directors of our Company is holding more than five directorships in public listed companies and it is the policy of our Company for Directors to ensure that the number of their directorships is in compliance with the Listing Requirements of Bursa Malaysia before accepting any new directorship.

G. BOARD MEETINGS

The Board meets at least once every quarter and additional meetings are convened as and when necessary. Meetings are scheduled in advance before the start of each financial year to enable the Directors to plan their schedules accordingly. Board meetings are conducted in an orderly manner, structured through the use of an agenda. Board members are provided with the structured agenda together with the relevant documents and information in advance of each Board meeting.

Minutes of the Board meeting are circulated to all Directors for their perusal prior to the confirmation of the minutes at the following Board meeting. The Directors may request for further clarification or raise comments on the minutes prior to the confirmation of the minutes as a correct record of the proceedings at the Board meeting.

During the financial year ended 31 December 2014, a total of nine Board meetings were held and the respective Director’s attendance is shown in the following table:

No. of Meetings Percentage ofName Attended Attendanceof Director /Held (%)

Raja Tan Sri 8/8 100Dato’ Seri Arshad bin Raja Tun UdaChairman (appointed on 26 February 2014 and there was a Board Meetingheld prior to his appointment)

Dato’ Abdul Rahman 9/9 100bin Ahmad

Datuk Wira Azhar 5/8 63bin Abdul Hamid (appointed on 26 February 2014 and there was a Board Meeting held prior to his appointment)

Syed Yasir Arafat 9/9 100bin Syed Abd Kadir

Dr. Jamal bin Yusof 8/9 89@ Gordon Duclos

Edwanee Cheah 7/8 88bin Abdullah (appointed on 26 February 2014 and there was a Board Meeting held prior to his appointment)

Madeline Lee May Ming 8/8 100(appointed on 26 February 2014 and there was a Board Meeting held prior to her appointment)

Datuk Abdullah n/a n/abin Ahmad (appointed on 24 March 2015)

James William Iler n/a n/a(appointed on 24 March 2015)

All the Directors have complied with the minimum of 50% attendance requirements in respect of Board meetings as stipulated in the Listing Requirements of Bursa Malaysia except for the two recently appointed independent directors.

STATEMENT OF CORPORATE GOVERNANCE (CONT’D)


H. SUPPLY OF INFORMATION

Each Director is provided with the agenda and a complete set of Board papers containing the quantitative and qualitative information prior to each Board meeting with the aim of enabling the Directors to make informed decisions and seek clarifications that they may require from the Management well ahead of the meeting date. The relevant member of the Management team is invited to attend the Board meetings to advise or report to the Board on the matters relating to their areas of responsibility when necessary for an effective deliberation and decision making.

The Board has direct access to the Senior Management on information relating to our Company’s business and affairs in the discharge of their duties. The Directors also have access to the advices and services of our Company Secretary and all information in relation to the Group whether as a full Board or in their individual capacity to assist them in furtherance of their duties. From time to time, the Directors are regularly updated by our Company Secretary on any latest development in the statutory requirements relating to their duties and responsibilities. Our Company Secretary attends all the Board meetings and ensure all the proceedings, deliberations and resolutions passed are properly recorded and maintained.

The Directors may also seek the independent advices from independent professional advisers at our Company’s expense, if necessary.

I. APPOINTMENT TO THE BOARD

The appointment of new Board members are considered, evaluated and assessed by the Nomination Committee in accordance with criteria set up in the Charter prior to the recommendation to the Board for approval. The approving authority to nominate new appointments lies within the Board’s responsibility upon considering the recommendations from the Nomination Committee. Our Company Secretary will ensure that all the appointments are properly made in accordance with the relevant regulatory requirements.

J. BOARD NOMINATION AND ELECTION PROCESS

The appointment, re-appointment and annual assessment of the Directors are set up in the Charter, the primary responsibility of which has been delegated to the Nomination Committee.

The Nomination Committee proposes nominees for appointment to the Board, and recommends to the Board on the appointment, re-appointment and assessment of the Directors of the Group for approval.

The Board has established a clear and transparent nomination process for the appointment of Director of our Company. The nomination process involves the following stages:

a) Identification of candidates;

b) Evaluation of the suitability of candidates based on the criteria set;

c) Recommendation by Nomination Committee to the Board; and

d) Approval by the Board.

K. BOARD DIVERSITY

The Board considers that diversity includes differences that relate to gender, age, ethnicity and cultural background. It also includes differences in background, experience, skills and competency, education and functional expertise. As part of the Board’s routine considerations regarding Board renewal, it will continue its focus on diversity as it has in recent years to ensure that there is an appropriate mix of diversity, skills, experience and expertise represented on the Board.

L. RE-ELECTION OF DIRECTORS

The Articles of our Company provides that at every Annual General Meeting of our Company, one-third of the Directors for the time being and those appointed during the financial year shall retire from office and shall be eligible for re-election. The Articles further provides that all Directors shall retire from office at least once every three years but shall be eligible for re-election. The Articles provides also that the Directors to retire in every year shall be those who have been longest in office since their last election but as between Directors of equal seniority, the Directors to retire shall (unless they otherwise agree among themselves) be determined from among them.

The Nomination Committee recommends who are the retiring Directors and subsequently provides recommendation to the Board for consideration before tabling the same for shareholders’ approval.


M. DIRECTORS’ TRAINING

The Board acknowledges that continuous education is vital for its Board members to gain insight and maintain the Board members awareness of the economy, technological advances, latest regulatory developments and management strategies. The Nomination Committee assesses from time to time the training needs of the Directors and ensures the fulfilment of such training deemed appropriate. The Board members are also encouraged to attend training programmes and seminars to keep abreast with developments in the industry as well as to enhance their professionalism and knowledge.

All existing Directors of our Company have not attended any training during the year as our Company was listed in June 2014. However, certain Directors have attended training through other companies under their directorship. In February 2015, all existing Directors attended a briefing on Goods and Services Tax (GST) organised by our Company.

The Directors will continue to undergo other relevant training, programmes and seminars as and when necessary to ensure they remain well equipped with the relevant and requisite knowledge to discharge their duties effectively.

BOARD COMMITTEES

To enable the Board to discharge their duties efficiently and effectively, the Board has delegated certain responsibilities to the Board Committees, all of which operate within defined terms of reference that have been approved by the Board to assist the Board in the execution of its duties and responsibilities. The Board Committees include the Audit and Risk Management Committee, Nomination Committee and Remuneration Committee.

The respective Board Committees will report their deliberations and recommendations to the Board and all the deliberations and recommendations will then be approved by the Board unless agreed otherwise by the Board.

A. AUDIT AND RISK MANAGEMENT COMMITTEE

The summary terms of reference of the Audit and Risk Management Committee are set out under the Audit and Risk Management Committee Report. The terms of reference are in line with the Listing Requirements of Bursa Malaysia and the best practices as set out in the Code.

B. NOMINATION COMMITTEE

The Nomination Committee comprises exclusively of Non-Executive Directors, a majority of whom are independent. The Chairman of the Nomination Committee is the Independent Non-Executive Director identified by the Board. The members of the Nomination Committee are as follows:

Name of the Nomination Committee Member

Edwanee Cheah Chairmanbin Abdullah Independent Non-Executive Director

Madeline Lee May Ming Member Independent Non-Executive Director

Syed Yasir Arafat Memberbin Syed Abd Kadir Non-Independent Non-Executive Director

The Nomination Committee met twice during the financial year ended 31 December 2014 and the meetings were attended by all the members of the Nomination Committee except for Syed Yasir Arafat bin Syed Abd Kadir who attended one out of two Nomination Committee meetings. The duties and responsibilities of the Nomination Committee are as follows:

a) Board composition and succession planning

i) To review the Board structure, size and composition, and make recommendations to the Board with regard to any adjustments that are deemed necessary to ensure the appropriate Board balance and giving full consideration to succession planning for the Directors; and

ii) To review annually the Board’s mix of skills and experience and other qualities, including core competencies which non-executive Directors should bring to the Board, independence and diversity (including gender diversity) required to meet the needs of our Company.

b) Appointments to the Board and the Board Committees

i) To be responsible, having evaluated the balance of skills, experience and other qualities on the Board, for identifying and nominating for the approval of the Board, candidates to fill Board vacancies as and when they arise, giving full consideration to succession planning;



ii) To consider, in making its recommendations, candidates for directorships proposed by the CEO and within the bounds or practicability, by any other Senior Management or any Director or shareholder;

iii) In identifying suitable candidates, the Nomination Committee shall consider candidates from a wide range of backgrounds. The criteria used in assessment of new candidates before recommendation to the Board shall include but not limited to the following:

• Skills and competency;

• Knowledge and expertise;

• Regional and industry experience;• Academic and professional

qualifications;

• Background, race, gender, age and nationality;

• High personal and professional ethics, integrity and values;

• Ability to devote the required amount of time to discharge the duties and responsibilities of the Board;

• Financial capability and business stability to develop significant time, energy and resources;

• Other directorships; and

• In the case of candidates for the position of Independent Non-Executive Director, the Nomination Committee should also evaluate the candidates’ ability to discharge responsibilities/functions as expected from an independent non-executive Director

iv) The determination as to who shall be appointed to the Board shall be the responsibility of the Board as a whole after considering the recommendation from the Nomination Committee;

v) To recommend to the Board to fill the seats on Board Committees; and

vi) To recommend to the Board for any matters relating to the continuation in office of any Director at any time including the suspension or termination of service of an Executive Director as an employee of our Company subject to the provisions of the law and their service contract.

c) Assessment of performance

i) To assess annually the performance and effectiveness of the Board as a whole, the Board Committees and the individual Director;

ii) To ensure that each Director, CEO or CFO has the character, experience, integrity, competency and time to discharge his/her role, as the case may be; and

iii) To assess annually the independence of Directors to ensure that the Independent Non-Executive Directors can continue to bring independent and objective judgement to Board deliberations.

d) Rotation and retirement of Directors

To recommend to the Board for re-election by shareholders of any Director under the ‘retirement by rotation’ provisions in the Articles, having due regard to their performance and ability to continue to contribute to the Board in the light of the skills, knowledge and experience required.

e) Continuing education programme for Directors

i) To orient and educate new Directors as to the nature of the business, current issues within our Company and the corporate strategies, the expectations of our Company concerning input from the Directors and the general responsibilities of Directors;

ii) To review and make recommendations to the Board in relation to the training and development programme for the Directors; and

iii) To ensure that the Directors have access to appropriate training and development opportunities that support the work of the Directors and the Board.


Upon the recent annual review and assessment, the Nomination Committee having considered the aspects of succession planning and boardroom diversity, is satisfied that the size of the Board and Board Committees is optimum and there is an appropriate mix of skills, knowledge, experience and competencies in the Board’s composition which is corresponding to the Board’s duties and responsibilities. The Nomination Committee is satisfied that all Directors are suitable and qualified to hold their positions in view of their competency, qualifications, skills and experiences.the Nomination Committee having considered the aspects of succession planning and boardroom diversity is satisfied that the size of the Board and Board Committees is optimum and there is an appropriate mix of skills, knowledge, experience and competencies in the Board’s composition which is corresponding to the Board’s duties and responsibilities. The Nomination Committee is satisfied that all Directors are suitable and qualified to hold their positions in view of their competency, qualifications, skills and experiences.

From the assessment of the independence of the Independent Directors, the Nomination Committee is satisfied that all Independent Directors of our Company have fulfilled the established criteria set for Independent Director.

All the deliberations, assessments and evaluations including recommendations of the Nomination Committee are properly documented and minuted.

C. REMUNERATION COMMITTEE

The Remuneration Committee comprises exclusively of Non-Executive Directors, a majority of whom are independent. The members of the Remuneration Committee are as follows:

Name of the Remuneration Committee Member

Edwanee Cheah Chairmanbin Abdullah Independent Non-Executive Director

Madeline Lee May Ming Member Independent Non-Executive Director

Syed Yasir Arafat Memberbin Syed Abd Kadir Non-Independent Non-Executive Director

The Remuneration Committee met twice during the financial year ended 31 December 2014 and the meetings were attended by all the members of the Remuneration Committee. The duties and responsibilities of the Remuneration Committee are as follows:

a) To study and propose to the Board the various forms of remuneration and fees appropriate for the Directors;

b) To determine and recommend to the Board the framework or broad policy for the remuneration package of the CEO and such other members of the management as it is designated to consider;

c) To establish a formal and transparent procedure for developing policy on the total individual remuneration package of the CEO and other designated management personnel including, where appropriate, bonuses, incentives and share options;

d) To design the remuneration package for the CEO and other designated management personnel with the aim of attracting and retaining high-calibre management personnel who will deliver success for the shareholders and high standards of services for stakeholders, while taking into consideration the business environment in which the Group operates. Once formulated, to recommend to the Board for approval;

e) To review and recommend to the Board any improvement on designated management personnel’s remuneration policy and package and any other issues relating to benefits for the designated management personnel on an annual basis;

f) To consider and recommend to the Board the various terms of engagement to be included in any contract of service between our Company and the CEO and other designated management personnel;

g) To review any major changes in employee benefits structures throughout the Group, and if deemed fit, to recommend to the Board for adoption; and

h) To review and recommend to the Board for adoption, the framework for the Group’s annual incentive scheme. The framework for the annual incentive scheme may include:

i) Merit increment;

ii) Merit bonus; and

iii) Retention and reward incentives.



The Remuneration Committee’s aims, goals or objectives reflect our Company’s overall philosophy that all employees should be appropriately rewarded so as to attract and retain high caliber persons who possess the know-how knowledge to operate and manage our Company successfully.

The levels of remuneration for Executive Director are determined based on the corporate and individual’s performance whilst the level of remuneration for Non-Executive Directors would reflect the experience and level of responsibilities undertaken by the particular Non-Executive Director. Our Company aims to align the interests of its Executive Director as closely as possible with the interests of shareholders in promoting the Group’s strategies. Total remuneration comprises basic salary, performance related bonus, benefit-in-kind and emoluments. Salary and benefits are competitive and reviewed annually. The salary of the Executive Director are set by the Remuneration Committee and reviewed annually after consideration of our Company’s performance and market conditions.

The procedures for approving the Executive Director’s remuneration are as follows:

a) Remuneration Committee to determine the Key Performance Indicators (KPIs) for the

Executive Director based on the financial results, financial ratios and human capital management;

b) Remuneration Committee to review and assess the performance achieved by the Executive Director based on the KPIs set; and

c) Remuneration Committee to make recommendation of the remuneration package for the Executive Director to the Board for approval.

D. DIRECTORS’ REMUNERATION

The Remuneration Committee reviews the remuneration package of the Executive Director, who is also the CEO, annually to ensure that he is awarded appropriately for his contributions to the Group’s growth and profitability.

The Non-Executive Directors’ fees are approved by the Board and are subject to the shareholders’ approval at the general meeting. The review of the Non-Executive Directors’ fees takes into account the trends of similar positions in the market and any additional responsibilities undertaken such as acting as Chairman of the Board or Board Committees.

The details on the aggregate remuneration of the Directors for the financial year ended 31 December 2014 are as follows:

Fees Salaries *Other emoluments Benefits-in-kind Total (RM) (RM) (RM) (RM) (RM)

Executive Director – 630,000 429,100 7,200 1,066,300Non-Executive Directors** 549,667 – – – 549,667

* Other emoluments include bonuses, allowances and statutory contributions paid by our Company.** Exclude two Directors who were appointed on 24 March 2015.

The number of Directors whose total remuneration falls within the respective bands is as follows:

Range of Remuneration Number of Directors Executive Director Non-Executive Directors**

RM 50,001 to RM 150,000 – 4RM 150,001 to RM 500,000 – –More than RM 500,000 1 –

** Exclude two Directors who were appointed on 24 March 2015.

Note: Dato’ Abdul Rahman bin Ahmad and Syed Yasir Arafat bin Syed Abd Kadir being the nominees of the intermediate holding company, E-Cap (Internal) One Sdn. Bhd. and immediate holding company, Hallmark Odyssey Sdn. Bhd. respectively have waived their entitlement for Director’s fee.


c) Ensuring that the Group maintains a sound framework of reporting on internal control and regulatory compliance;

d) Reviewing and recommending to the Remuneration Committee and/or the Board, the framework or broad policy for the remuneration package, employee benefits and annual incentive schemes of our Company’s employees; and

e) Assuming any other powers and responsibilities that may from time to time be assigned or delegated to the EXCO by the Board.

STAKEHOLDERS

A. COMMUNICATION WITH SHAREHOLDERS AND INVESTORS

The Board recognises the importance of transparency and accountability in communication and dissemination of clear, relevant and comprehensive information on the Group’s business activities to shareholders, investors and other stakeholders. To this effect, the Board has maintained an effective Corporate Disclosure Policy that enables both Management and the Board to communicate effectively with the shareholders and investors. In formulating the Corporate Disclosure Policy, the Board is guided by best practices and disclosure requirements as set out in the Listing Requirements of Bursa Malaysia.

Our Company’s Annual Report remains a key channel of communication with the Group’s stakeholders. The Annual Report provides corporate information, performance review of our financial results, financial highlights and other activities in order to facilitate shareholders’ easy access to such key information.

In addition to that, our Company also makes timely, complete and accurate disclosures and announcements to Bursa Malaysia, including financial results on a quarterly basis to provide the shareholders and the investing public an updated overview of the Group’s performance and operations.

The other modes of communication with shareholders and investors include the Circular, quarterly analysts briefing and ICON’s website at www.iconoffshore.com.my.

Any enquiries or information regarding the Group may be conveyed through Corporate Communications Department at [email protected].

E. EXECUTIVE COMMITTEE

The Executive Commitee (EXCO) was constituted by the Board as a sub-committee of the Board and its general purpose is to provide an effective oversight of the business of the Group and to ensure that the Group’s operations are aligned with the strategy approved by the Board and implemented within the framework and agreed financial limits as approved by the Board from time to time.

The EXCO consists of six members, three of whom nominated by Ekuinas and three of whom comprise of the Senior Management of our Company. The Chairman of the EXCO is appointed by the Board. The EXCO comprises the following members:

Name of the EXCO Member

Syed Yasir Arafat Chairmanbin Syed Abd Kadir Non-Independent Non-Executive Director

Datuk Abdul Rahman Memberbin Ahmad Non-Independent Non-Executive Director

Dr. Jamal bin Yusof Member@ Gordon Duclos Non-Independent Executive Director/CEO

Captain Hassan bin Ali Member DCEO

Rahman bin Yusof Member COO

Lim Fu Yen Member*

Note: * He is the Director of Investment, Ekuinas, a

related company of Yayasan Ekuiti Nasional (our substantial shareholder).

The EXCO are generally:

a) Reviewing the strategy of the Group and make recommendations to the Board, and monitor the implementation of the Group’s strategy;

b) Reviewing the business plan and budgets and monitor progress and performance of the business plan and budgets, including performance against agreed key performance indicators in all aspects of the Group’s operations;



B. THE ANNUAL GENERAL MEETING

The Annual General Meeting is the principal forum for the Board to meet with the shareholders. At the Annual General Meeting, a presentation on our operational and financial performance will be presented to the shareholders. The shareholders are encouraged to attend the Annual General Meeting and raise questions pertaining to the business activities of the Group and the Board will respond to shareholders’ questions during the meeting. At the commencement of the general meeting, the shareholders will be informed of their right to demand a poll vote.

C. EMPLOYEES’ CODE OF ETHICS

Our Company’s Employees’ Code of Ethics ensures that all employees observe and maintain high ethical business standards of honesty and integrity in all aspects of our operations. The Code of Ethics highlights key issues to help employees perform their duties in line with our Company’s standards such as ensuring a safe working environment, effectively managing our Company’s assets and property, safeguarding confidential information as well as dealing with external parties such as customers, vendors, media, competitors and government agencies.

D. SERVICE PROVIDER CODE OF CONDUCT

The Group believes that relationships with service providers should be based on the principles of integrity, honesty, accountability and compliance with laws and regulations. With this objective, the Service Provider Code of Conduct requires service providers, which include suppliers, contractors, professional advisors, consultants and other business associates, to adhere to this Code when conducting business with the Group. The Group may take the necessary action for breaches of the Code which includes but not limited to termination and preclusion from proposing any work for the Group for a pre-determined period.

E. ANTI-FRAuD AND WHISTLEBLOWING POLICY

The Policy is built into the Group’s culture towards elimination of fraud and corruption. It also promotes a transparent and open environment for fraud reporting within the Group.

ACCOUNTABILITY AND AUDIT

A. FINANCIAL REPORTING

The Board strives to ensure that our financial reporting to its stakeholders, in particular, the

shareholders, investors and regulatory authorities by means of the annual financial statements and quarterly announcements, represents a clear, balanced and comprehensive assessment of the Group’s financial performance at the end of the financial year.

The Audit and Risk Management Committee assists the Board in ensuring the accuracy, adequacy and quality of the financial reporting prior to recommendation to the Board for approval and submission to Bursa Malaysia within the prescribed period.

B. DIRECTORS’ RESPONSIBILITY STATEMENT IN PREPARING THE ANNUAL AUDITED FINANCIAL STATEMENTS

The Board ensures that the financial statements are drawn up in accordance with the Act and the applicable approved financial reporting standards in Malaysia so as to give a true and fair view of the state of affairs of the Group and our Company as at the end of the financial year and of the results and cash flows of the Group and our Company for the financial year.

In preparing the financial statements, the Directors have:

a) Applied relevant and appropriate accounting policies consistently and in accordance with applicable approved financial reporting standards;

b) Made judgements and estimates that are prudent and reasonable; and

c) Prepared the financial statements on a going concern basis.

The Directors are responsible for ensuring that proper accounting records are kept in accordance with the Act. The Directors also have overall responsibility in taking such steps as are reasonably open to them to safeguard the assets of the Group, and to prevent and detect fraud and other irregularities.

C. RISK MANAGEMENT AND INTERNAL CONTROL

The Board recognising the importance of risk management and internal controls, and has established a structured risk management framework to identity, evaluate, control, monitor and report the key business risks faced by the Group on an on-going basis to safeguard shareholders’ investment and the Group’s assets.

The Board has also established internal control policies and procedures and monitors to ensure that


such internal control system is implemented and effectively carried out by the Management team. The Statement on Risk Management and Internal Control set out in this Annual Report provides an overview of the state of risk management and internal control within the Group.

D. RELATIONSHIP WITH AUDITORS

The Board has established a formal and transparent working relationship with the Group’s auditors, both internal and external that enables the Board to seek their professional advice and ensure compliance with accounting standards and regulatory requirements. The Audit and Risk Management Committee met with the external auditors at least quarterly to review and discuss the scope and adequacy of our Company’s audit plan, audit reports and annual financial statements, in which effective financial year 2015 at least two meetings will be held without the Management presence in a year.

The Audit and Risk Management Committee is tasked with authority from the Board to review any matters concerning the appointment and re-appointment, audit fee, resignation or dismissal of external auditors, and to assess the independence of the external auditors based on the External Auditors Appointment and Independence Policy and Procedure to ensure they have been independent throughout the conduct of the audit engagement with the Group.

ADDITIONAL COMPLIANCE INFORMATION

A. UTILISATION OF PROCEEDS RAISED FROM CORPORATE EXERCISE

Total proceeds of approximately RM410.2 million were raised during our Company listing exercise on the Main Market of Bursa Malaysia on 25 June 2014. The proceeds were utilised for expansion of vessel fleet, repayment of bank borrowings, repayment of advances from immediate holding company, Hallmark Odyssey Sdn. Bhd., working capital and listing expenses purposes. As at 31 December 2014, the total balance of the unutilised proceeds was RM24.4 million.

B. SHARE BUY-BACK

Our Company does not have a scheme to buy back its own shares during the financial year ended 31 December 2014.

C. OPTIONS OR CONVERTIBLE SECURITIES

Our Company did not issue any options or convertible securities in the financial year ended 31 December 2014.

D. DEPOSITORY RECEIPTS PROGRAMME

During the financial year under review, our Company did not sponsor any depository receipt programme.

E. SANCTIONS AND/OR PENALTIES

There was no sanction and/or penalty imposed on our Company and its subsidiaries, Directors or Management by the relevant regulatory bodies during the financial year.

F. NON-AuDIT FEES

The amount of non-audit fees payable to the external auditors by our Company for the financial year ended 31 December 2014 amounted to RM3.1 million including fee for listing exercise.

G. VARIATION IN RESULTS

There was no deviation between the unaudited financial results announced and the audited financial results of the Group for the financial year ended 31 December 2014.

The Group did not release any profit estimate, forecast or projections during the financial year.

H. PROFIT GUARANTEE

During the financial year under review, there was no profit guarantee given by the Group.

I. MATERIAL CONTRACTS

There is no material contract, not entered into within the ordinary course of business of our Company and its subsidiaries, involving the interest of the Directors and major shareholders of our Company, either still subsisting at the end of the financial year or entered into since the end of the previous financial year.



STATEMENT ON RISK MANAGEMENT AND INTERNAL CONTROL

The Board is pleased to present this Statement on Risk Management and Internal Control (the Statement) pursuant to paragraph 15.26(b) of the Listing Requirements of Bursa Malaysia. To prepare this Statement, the Board has been guided by the Statement on Risk Management and Internal Control: Guidelines for Directors of Listed Issuers issued by The Institute of Internal Auditors Malaysia with the endorsement of Bursa Malaysia.

BOARD RESPONSIBILITY

The Board acknowledges their responsibility for the Group’s system of internal control, and for reviewing the adequacy and integrity of this system. However, in view of the limitations inherent in any system, it should be noted that such system of internal control is designed to manage, rather than to eliminate the risks of failure to achieve the Group’s objectives. Accordingly, it can only provides reasonable but not absolute assurance against material misstatements, frauds, losses or breaches of laws and regulations.

The Board has established an on-going process for identifying, evaluating and managing the significant risks faced by the Group. The Board shall continue to improve the system of internal control and review the controls in place, with the aim to ensure that the system is adequate to mitigate the significant risks. The Management assists the Board in the implementation of the Board’s policies and procedures on risks and controls by identifying and assessing the risks faced, and in the design, operation and monitoring of suitable internal controls to mitigate and control these risks. This process has been in place for the financial year under review and up to the date of approval of this Statement, and is regularly reviewed by the Board through its Audit and Risk Management Committee which is supported by the internal audit function.

RISK MANAGEMENT

RISK MANAGEMENT FRAMEWORK

A Risk Management Framework was developed to ensure that risks are managed effectively, efficiently and coherently across the Group. Key risk events were identified, evaluated, discussed and with the approval of the Board, appropriate measures were taken to control and mitigate these risks. The key risks affecting the achievement of the Group objectives identified by each department are categorised into four types, namely:

• Strategic Risk;

• Financial Risk;

• Operational Risk; and

• Other Risks.

These risks are evaluated to determine the appropriate risk treatment and are managed through, among others:

• On-going monitoring of key economic changes, industry outlook and regulatory developments;

• Putting in place policies and standard operating procedures;

• Documented limits of authority;

• Setting and monitoring of KPIs; and

• Periodic operational and financial reporting.

Reviewing of key risks are performed on a quarterly basis, in which the Group risk profiles and rating, newly registered risks, corresponding risk mitigating actions identified and their progress are discussed and presented to the Board through the Audit and Risk Management Committee.


INTERNAL CONTROL

The Board recognises the importance of maintaining a sound system of internal control to safeguard shareholders’ investments and the Group’s assets. The key elements of the Group’s system of internal control are described as follows:

1) AUDIT AND RISK MANAGEMENT COMMITTEE

The Audit and Risk Management Committee is wholly comprised of Non-Executive Board members and has full access to both internal and external auditors. It shall meet with the external auditors without the Management present at least twice a year or when necessary. The CGRM, which carries out the internal audit function for the Group, reports directly to the Audit and Risk Management Committee. This function which is undertaken internally shall be outsourced in 2015. The activities performed by the Audit and Risk Management Committee during the financial year under review are set out in the Audit and Risk Management Committee Report.

2) BOARD COMMITTEE

Besides the Audit and Risk Management Committee, our Company also has Nomination Committee and Remuneration Committee. These Board Committees are established to assist the Board in providing independent oversight of the Group’s management with responsibilities and authorities clearly specified in their respective terms of reference.

3) CGRM

The role of CGRM is to assist the Audit and Risk Management Committee of our Company in the effective discharge of their responsibilities. The CGRM activities are carried out in accordance with the internal audit plan approved by the Audit and Risk Management Committee. CGRM activities updates are submitted to the Audit and Risk Management Committee on a quarterly basis.

4) ORGANISATIONAL STRUCTURE WITH DEFINED RESPONSIBILITY

Properly defined organisation structure with clear reporting lines, formalised responsibilities and delegation of authority has been established as a control mechanism in terms of lines of reporting and accountability.

5) DOCUMENTED LIMITS OF AUTHORITY

Approved limits of authority are imposed on the Management team in respect of the day-to-day operations as a control to minimise any risk of abuse of authority.

6) BUDGETING PROCESS AND FINANCIAL REPORTING

Each department undertakes yearly comprehensive budgeting and forecasting process. The Senior Management conducts monthly reviews of the financial performance of the Group against financial budget, and subsequently presented to the EXCO together with actions plan to resolve any issue.

7) POLICY AND STANDARD OPERATING PROCEDURE FRAMEWORK

A Policy and Standard Operating Procedure Framework was developed to ensure key processes within the Group are properly documented, communicated and implemented by the Management team. The objective of the written policies and procedures is to ensure that internal control principles and mechanisms are embedded in the Group’s operations.

8) CODE OF ETHICS

The Board and Senior Management set the tone at the top for corporate behaviour and corporate governance. The Code of Ethics has been formalised and adopted for the Directors and employees of the Group to encourage high standards of conduct that are associated with ethical business practices. It is a requirement for all Directors and employees of the Group to understand their respective Codes, and to acknowledge and sign off on the declaration form.

STATEMENT ON RISK MANAGEMENT AND INTERNAL CONTROL (CONT’D)


9) SERVICE PROVIDER CODE OF CONDUCT

The Group believes that relationships with service providers should be based on the principles of integrity, honesty, accountability and compliance with laws and regulations. With this objective, the Service Provider Code of Conduct requires service providers, which include suppliers, contractors, professional advisors, consultants and other business associates, to adhere to this Code when conducting business with the Group. The Group may take the necessary action for breaches of the Code which includes but not limited to termination and preclusion from proposing any work for the Group for a pre-determined period.

10) ANTI-FRAuD AND WHISTLEBLOWING POLICY

The Policy is built into the Group’s culture towards elimination of fraud and corruption. It also promotes a transparent and open environment for fraud reporting within the Group.

11) CORPORATE DISCLOSURE POLICY

The Corporate Disclosure Policy was developed to ensure information directed to shareholders, stakeholders and the general public fairly and accurately represents the Group. Hence, investors and potential investors can make properly informed investment decisions, and others can have an understanding of our Company and its objectives.

ADEQUACY OF RISK MANAGEMENT AND INTERNAL CONTROL SYSTEM

The Board has satisfactorily received reasonable assurance from the CEO and the CFO that the Group’s risk management and internal control system is operating adequately, in all material aspects for the financial year under review and up to the date of approval of this Statement, and improvement in certain areas are on-going.

CONCLUSION

The Board believes that the development of a sound system of risk management and internal control is an on-going process and hence, has taken steps to progressively improve the system. During the financial year under review, certain areas for improvement in the system were identified. The Management has been responsive to the issues raised and has taken the necessary actions to address the areas for improvement highlighted by the auditors. The Board is of the view that the system of risk management and internal control in place is adequate for the financial year under review and up to the date of approval of this Statement.

This Statement is made in accordance with a resolution of the Board dated 10 April 2015.

REVIEW OF THE STATEMENT BY EXTERNAL AUDITORS

As required by Paragraph 15.23 of the Bursa Malaysia Listing Requirements, the external auditors have reviewed this Statement on Risk Management and Internal Control. Their limited assurance review was performed in accordance with Recommended Practice Guide (RPG) 5 (Revised) issued by the Malaysian Institute of Accountants. RPG 5 (Revised) does not require the external auditors to form an opinion on the adequacy and effectiveness of the risk management and internal control systems of the Group.


STATEMENT OF DIRECTORS’ RESPONSIBILITY

The Act requires the Directors to lay before the Company at its Annual General Meeting, the financial statements,

which includes the consolidated statements consisting of the consolidated statement of financial position and the

consolidated statement of comprehensive income of the Group and the Company for each financial year, made out

in accordance with the applicable approved accounting standards and the provisions of the Act. This is also in line

with Paragraph 15.26 (a) of Bursa Malaysia Listing Requirements.

The Directors are required to take reasonable steps in ensuring that the consolidated financial statements give a

true and fair view of the state of affairs of the Group and the Company as at the end of the financial year ended 31

December 2014.

The financial statements of the Group and the Company for the financial year in review are set out on pages 72 to 135

of this Annual Report.

In the preparation of the financial statements, the Directors are satisfied that the Group and the Company have used

appropriate accounting policies, consistently applied and supported by reasonable and prudent judgement and

estimates. The Directors also confirm that all accounting standards which they consider to be applicable have been

complied with.

The Directors are required under the Act to ensure that the Group and the Company keep accounting records which

disclose with reasonable accuracy the financial position of the Group and the Company, and to cause such records

to be kept in such manner as to enable them to be conveniently and properly audited.

FINANCIAL STATEMENTS 64 Directors’ Report

69 Statement By Directors

69 Statutory Declaration

70 Independent Auditors’ Report

72 Statements Of Comprehensive Income

73 Statements Of Financial Position

75 Statements Of Changes In Equity

78 Statements Of Cash Flows

81 Notes To The Financial Statements


DIRECTORS’ REPORTFOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2014

The Directors have pleasure in submitting their report together with the audited financial statements of the Group and the Company for the financial year ended 31 December 2014.

PRINCIPAL ACTIVITIES

The Company is an investment holding company. The principal activities of the Group are vessel owning/leasing and provision of vessel chartering and ship management services to oil and gas related industries. The principal activities of the subsidiaries are disclosed in Note 16 to the financial statements. There were no significant changes in the nature of these principal activities during the financial year.

FINANCIAL RESULTS

Group Company RM RM

Profit/(Loss) for the financial year 59,354,139 (22,376,498)

DIVIDEND

No dividend has been paid, declared or proposed since the end of the previous financial year. The Directors do not recommend the payment of any final dividend for the financial year ended 31 December 2014.

RESERVES AND PROVISIONS

There were no material transfers to or from reserves or provisions during the financial year other than those disclosed in the financial statements.

DIRECTORS

The Directors who have held office since the date of the last report are as follows:

Raja Tan Sri Dato’ Seri Arshad bin Raja Tun UdaDatuk Wira Azhar bin Abdul HamidDato’ Abdul Rahman bin AhmadDr. Jamal bin Yusof @ Gordon DuclosSyed Yasir Arafat bin Syed Abd KadirEdwanee Cheah bin AbdullahMadeline Lee May MingDatuk Abdullah bin Ahmad (appointed with effect from 24 March 2015)James William Iler (appointed with effect from 24 March 2015)


DIRECTORS’ REPORTFOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2014 (CONTINUED)

DIRECTORS’ INTERESTS

According to the register of Directors’ shareholdings maintained by the Company in accordance with Section 134 of the Companies Act, 1965, the interests in the shares of the Company and of its related corporations (other than wholly-owned subsidiaries) of those who were Directors at the end of the financial year are as follows:

Number of ordinary shares of RM0.50 each At Sub RCPS-i At 1.1.2014 division conversion Bought Sold 31.12.2014

Dr. Jamal bin 30,742,206* 30,742,206 — — (2,400,000) 59,084,412Yusof @ Gordon Duclos

Raja Tan Sri Dato’ — — — 150,000 — 150,000Seri ArshadRaja Tun Uda

Edwanee Cheah — — 1,551,194** — — 1,551,194Abdullah

Madeline Lee — — — 60,000 — 60,000May Ming

* Ordinary shares of RM1.00 each prior to subdivision of the ordinary shares of RM1.00 each into two ordinary shares of RM0.50 each.

**Ordinary shares of RM0.50 each was issued vide the conversion of Islamic Redeemable Convertible Preference shares in the Company pursuant to the corporate exercise set out in page 66.

Other than the above, none of the Directors in office at the end of the financial year held any interest in shares, warrants, share options and debentures in the Company or its related corporations during the financial year.

DIRECTORS’ BENEFITS

During and at the end of the financial year, no arrangements subsisted to which the Company is a party, being arrangements with the object or objects of enabling the 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.

Since the end of the previous financial year, no Director of the Group and the Company has received or become entitled to receive any benefit (other than Directors’ remuneration as disclosed in note 9 and 27 to the financial statements) by reason of a contract made by the Group and the Company or a related corporation with any Director or with a firm of which any Director is a member, or with a company in which any Director has a substantial financial interest except that certain Directors of the Group and the Company received remuneration from related corporations in their capacity as Directors or employees of that related corporations in accordance with the terms of their respective service contracts.



ISSUE OF SHARES

During the financial year, the Company implemented a corporate exercise as part of its initial public offering (“IPO”) which involved the following transactions:

i) Share split which involved the subdivision of every one (1) ordinary share of RM1.00 each to two (2) ordinary shares of RM0.50 each. The subdivision of shares was completed on 22 May 2014;

ii) Conversion of 220,000,000 Islamic Redeemable Convertible Preference Shares (“RCPS-i”) of RM0.01 to 440,000,000 ordinary shares of RM0.50 each on 23 May 2014; and

iii) Issuance of additional 221,745,000 ordinary shares of RM0.50 each for total consideration of RM410,228,250 via IPO in Bursa Malaysia Securities Berhad at an issue price of RM1.85 per share on 25 June 2014.

The new ordinary shares issued during the financial year ranked pari passu in all respects with the existing ordinary shares of the Company. The Company’s issued and paid up ordinary shares at the end of the financial year was RM588,592,550 comprising 1,177,185,100 ordinary shares of RM0.50 each.

STATUTORY INFORMATION ON THE FINANCIAL STATEMENTS

Before the financial statements of the Group and the Company were made out, the Directors took reasonable steps:

(a) to ascertain that proper 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 have been written off and that adequate allowance is made for doubtful debts; and

(b) 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 Group and the Company have been written down to an amount which they might be expected so to realise.



STATUTORY INFORMATION ON THE FINANCIAL STATEMENTS (CONTINUED)

At the date of this report, the Directors are not aware of any circumstances:

(a) which would render the amounts written off for bad debts or the amount of the allowance for doubtful debts in the financial statements of the Group and the Company inadequate to any substantial extent; or

(b) which would render the values attributed to current assets in the financial statements of the Group and the Company misleading; or

(c) which have arisen which render adherence to the existing method of valuation of assets or liabilities of the Group and the Company misleading or inappropriate.

No contingent or other liability has become enforceable or is likely to become enforceable within the period of twelve (12) months after the end of the financial year which, in the opinion of the Directors, will or may substantially affect the ability of the Group and the Company to meet their obligations when they fall due.

At the date of this report, there does not exist:

(a) any charge on the assets of the Group and the Company which has arisen since the end of the financial year which secures the liability of any other person; or

(b) any contingent liability of the Group and the Company which has arisen since the end of the financial year.

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) the results of the Group’s and the Company’s operations during the financial year were not substantially affected by any item, transaction or event of a material and unusual nature; and

(b) there has not arisen in the interval between the end of the financial year 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 Group and the Company for the financial year in which this report is made.



HOLDING COMPANY AND ULTIMATE HOLDING FOUNDATION

The Directors regard Hallmark Odyssey Sdn. Bhd., a company incorporated and domiciled in Malaysia, as the Company’s immediate holding company, and Yayasan Ekuiti Nasional, a foundation incorporated in Malaysia, as the Company’s ultimate holding foundation.

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 30 March 2015.

RAJA TAN SRI DATO’ SERI ARSHAD BIN RAJA TUN UDA DR. JAMAL BIN YUSOF @ GORDON DUCLOSDIRECTOR DIRECTOR

Kuala Lumpur


STATEMENT BY DIRECTORS

STATUTORY DECLARATION

PURSUANT TO SECTION 169(15) OF THE COMPANIES ACT, 1965

We, Raja Tan Sri Dato’ Seri Arshad bin Raja Tun Uda and Dr. Jamal bin Yusof @ Gordon Duclos, being the two Directors of Icon Offshore Berhad, state that, in the opinion of the Directors, the financial statements set out on pages 72 to 134 have been properly drawn up so as to give a true and fair view of the state of affairs of the Group and the Company as at 31 December 2014 and of the results and cash flows of the Group and the Company for the financial year ended on that date in accordance with the Malaysian Financial Reporting Standards, International Financial Reporting Standards and the provisions of the Companies Act, 1965 in Malaysia.

The supplementary information set out in Note 30 on page 135 have been prepared with the Guidance of Special Matter No. 1, Determination of Realised and Unrealised Profit or Losses in the Context of Disclosure Pursuant to Bursa Malaysia Securities Berhad Listing Requirements, as issued by the Malaysian Institute of Accountants.

Signed on behalf of the Board of Directors in accordance with their resolution dated 30 March 2015.

RAJA TAN SRI DATO’ SERI ARSHAD RAJA TUN UDA DR. JAMAL BIN YUSOF @ GORDON DUCLOSDIRECTOR DIRECTOR

Kuala Lumpur

PURSUANT TO SECTION 169(16) OF THE COMPANIES ACT, 1965

I, Zaleha binti Abdul Hamid, being the Officer primarily responsible for the financial management of Icon Offshore Berhad, do solemnly and sincerely declare that the financial statements set out on pages 72 to 135 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, 1960.

ZALEHA BINTI ABDUL HAMIDCHIEF FINANCIAL OFFICER

Subscribed and solemnly declared by the above named Zaleha binti Abdul Hamid at Kuala Lumpur before me, on 30 March 2015.


INDEPENDENT AUDITORS’ REPORTTO THE MEMBERS OF ICON OFFSHORE BERHAD(Company No: 984830-D)(Incorporated in Malaysia)

REPORT ON THE FINANCIAL STATEMENTS

We have audited the financial statements of Icon Offshore Berhad on pages 72 to 134, which comprise the statements of financial position as at 31 December 2014 of the Group and the Company, and the statements of comprehensive income, statements of changes in equity and statements of cash flows of the Group and of the Company for the year then ended, and a summary of significant accounting policies and other explanatory notes, as set out on Notes 1 to 29.

DIRECTORS’ RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

The directors of the Company are responsible for the preparation of financial statements so as to give a true and fair view in accordance with Malaysian Financial Reporting Standards, International Financial Reporting Standards and the requirements of the Companies Act, 1965 in Malaysia. The directors are also responsible for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

AUDITORS’ RESPONSIBILITY

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with approved standards on auditing in Malaysia. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on our judgement, including the assessment of risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the entity’s preparation of financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.


INDEPENDENT AUDITORS’ REPORTTO THE MEMBERS OF ICON OFFSHORE BERHAD (CONTINUED)(Company No: 984830-D)(Incorporated in Malaysia)

REPORT ON THE FINANCIAL STATEMENTS (CONTINUED)

OPINION

In our opinion, the financial statements give a true and fair view of the financial position of the Group and of the Company as of 31 December 2014 and of its financial performance and cash flows for the financial year then ended in accordance with Malaysian Financial Reporting Standards, International Financial Reporting Standards and the requirements of the Companies Act, 1965 in Malaysia.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

In accordance with the requirements of the Companies Act, 1965 in Malaysia, we also report the following:

(a) In our opinion, the accounting and other records and the registers required by the Act to be kept by the Company and its subsidiaries of which we have acted as auditors have been properly kept in accordance with the provisions of the Act.

(b) We are satisfied that the financial statements of the subsidiaries that have been consolidated with the financial statements of the Company are in form and content appropriate and proper for the purposes of the preparation of the financial statements of the Group and we have received satisfactory information and explanations required by us for those purposes.

(c) The audit reports on the financial statements of the subsidiaries did not contain any qualification or any adverse comment made under Section 174(3) of the Act.

OTHER REPORTING RESPONSIBILITIES

The supplementary information set out in Note 30 on page 135 is disclosed to meet the requirement of Bursa Malaysia Securities Berhad and is not part of the financial statements. The directors are responsible for the preparation of the supplementary information in accordance with Guidance on Special Matter No. 1, Determination of Realised and Unrealised Profits or Losses in the Context of Disclosure Pursuant to Bursa Malaysia Securities Berhad Listing Requirements, as issued by the Malaysian Institute of Accountants (“MIA Guidance”) and the directive of Bursa Malaysia Securities Berhad. In our opinion, the supplementary information is prepared, in all material respects, in accordance with the MIA Guidance and the directive of Bursa Malaysia Securities Berhad.

OTHER MATTERS

This report is made solely to the members of the Company, as a body, in accordance with Section 174 of the Companies Act, 1965 in Malaysia and for no other purpose. We do not assume responsibility to any other person for the content of this report.

PRICEWATERHOUSECOOPERS YEE WAI YIN(No. AF: 1146) (No. 2081/08/16 (J))Chartered Accountants Chartered Accountant

Kuala Lumpur30 March 2015


STATEMENTS OF COMPREHENSIVE INCOMEFOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2014

Group Company Note 2014 2013 2014 2013 RM RM RM RM

Revenue 5 318,877,129 334,863,365 — —

Cost of sales (159,283,404) (162,890,065) — —

Gross profit 159,593,725 171,973,300 — —

Other income 7,044,242 2,205,092 3,504,546 2,420,164

Administrative expenses (48,377,021) (30,942,820) (19,165,821) (1,857,051)

Other expenses (11,758,667) (68,172,361) — —

Profit/(loss) from operations 106,502,279 75,063,211 (15,661,275) 563,113

Finance costs 6 (50,137,941) (57,508,370) (6,705,223) (13,420,164)

Share of profit froma joint venture 36,119 — — —

Profit/(loss) before taxation 7 56,400,457 17,554,841 (22,366,498) (12,857,051)

Taxation 10 2,953,682 96,046,223 (10,000) —

Profit/(loss) for the financial year 59,354,139 113,601,064 (22,376,498) (12,857,051)

Other comprehensive loss:Items that will be reclassified subsequently to profit or loss:Currency translation differences (194,338) — — —

Total comprehensiveincome/(loss) for thefinancial year 59,159,801 113,601,064 (22,376,498) (12,857,051)

Profit/(loss) attributable to: - Equity holders of the Company 59,354,139 113,601,064 (22,376,498) (12,857,051)

Total comprehensive income/(loss) attributable to: - Equity holders of the Company 59,159,801 113,601,064 (22,376,498) (12,857,051)

Earnings per share(Sen per share) 11Basic 7.4 22.0

Diluted 7.4 13.0

The notes set out on pages 81 to 134 form an integral part of these financial statements.


STATEMENTS OF FINANCIAL POSITIONAS AT 31 DECEMBER 2014


NON-CURRENT ASSETS

Property, plant and equipment 13 1,378,168,441 1,203,594,345 — —Intangible assets 14 183,775,348 195,534,015 — —Investment in a joint venture 15 4,168,861 — — —Investment in subsidiaries 16 — — 829,222,798 489,327,819Deferred tax assets 17 45,188,087 41,304,539 — —

1,611,300,737 1,440,432,899 829,222,798 489,327,819

CURRENT ASSETS

Inventories 1,543,732 1,376,028 — —Trade and other receivables 18 92,075,917 86,573,415 342,025 —Amounts due from subsidiary 19 — — — 53,052,744Tax recoverable 1,954,830 32,156 — —Cash and bank balances 21 74,818,205 47,302,793 34,193,057 2

170,392,684 135,284,392 34,535,082 53,052,746

CURRENT LIABILITIES

Trade and other payables 22 29,755,924 33,855,806 858,573 549,379Amounts due to immediate

holding company 23 — 52,650,100 — 53,052,744Amounts due to subsidiaries 19 — — 4,382,726 14,370,443Borrowings 24 129,477,599 402,642,169 — 235,600,000Taxation 1,244,006 2,750,326 2,500 —

160,477,529 491,898,401 5,243,799 303,572,566

NET CURRENT ASSETS/ (LIABILITIES) 9,915,155 (356,614,009) 29,291,283 (250,519,820)



NON-CURRENT LIABILITES

Trade and other payables 22 — 1,582,775 — —Borrowings 24 539,005,775 700,609,805 — —Deferred tax liabilities 17 1,603,759 2,262,333 — — 540,609,534 704,454,913 — —

NET ASSETS 1,080,606,358 379,363,977 858,514,081 238,807,999

EQUITY ATTRIBUTABLETO EQUITY HOLDERS OFTHE COMPANY

Share capital 25 588,592,550 257,720,050 588,592,550 257,720,050Share premium 25 311,210,080 — 311,210,080 —Currency translation reserves (194,338) — — —Retained earnings/

(Accumulated losses) 180,998,066 121,643,927 (41,288,549) (18,912,051)

TOTAL EQUITY 1,080,606,358 379,363,977 858,514,081 238,807,999

STATEMENTS OF FINANCIAL POSITIONAS AT 31 DECEMBER 2014 (CONTINUED)



STATEMENTS OF CHANGES IN EQUITYFOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2014

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STATEMENTS OF CHANGES IN EQUITYFOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2014 (CONTINUED)

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STATEMENTS OF CHANGES IN EQUITYFOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2014 (CONTINUED)

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STATEMENTS OF CASH FLOWSFOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2014


CASH FLOWS FROMOPERATING ACTIVITIES

Profit/(loss) before taxation 56,400,457 17,554,841 (22,366,498) (12,857,051)

Adjustments for:Amortisation of intangible

assets 11,758,667 19,388,000 — —Depreciation of property,

plant and equipment 56,573,067 48,992,701 — —Gain on disposal of assets

held for sale — (1,360,520) — —(Gain)/Loss on disposal of

property, plant and equipment (4,688,734) 446,717 — —Impairment of assets held

for sale — 2,010,000 — —Impairment of property,

plant and equipment — 46,774,361 — —Impairment of receivables 316,790 4,208,119 — —Interest expense 50,137,941 57,508,370 6,705,223 13,420,164Interest income (2,379,389) (469,069) (3,064,788) (2,420,164)Property, plant and equipment

written off — 60,921 — —Unrealised loss on foreign

exchange 516,455 756,214 — —Reversal of impairment

of receivables (2,189,304) (1,745,393) — —Share issuance expenses 14,655,481 — 14,655,481 —Share of profit of joint venture (36,119) — — —

Operating profit/(loss) beforeworking capital changes 181,065,312 194,125,262 (4,070,582) (1,857,051)

Changes in working capital:Inventories (167,704) (904,594) — —Receivables (3,761,096) 32,885,483 (342,023) —Payables (6,027,122) (30,253,912) 332,194 1,857,051

Cash generated from/(used in) operations 171,109,390 195,852,239 (4,080,411) —

Tax paid (5,017,436) (3,399,043) (7,500) —

Net cash generated from/(used in) operating activities 166,091,954 192,453,196 (4,087,911) —


STATEMENTS OF CASH FLOWSFOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2014 (CONTINUED)


CASH FLOWS FROMINVESTING ACTIVITIES

Investment in a joint venture (4,132,742) — — —Purchase of property, plant

and equipment (246,982,079) (274,637,416) — —Proceeds from disposal of

assets held for sale — 39,175,601 — —Proceeds from disposal of

property, plant and equipment 24,774,460 20,919,448 — —Interest received 2,379,389 469,069 1,781,237 1,650,064Advances to subsidiaries — — (319,098,761) —

Net cash (used in)/generated frominvesting activities (223,960,972) (214,073,298) (317,317,524) 1,650,064

CASH FLOWS FROMFINANCING ACTIVITIES

Proceed from issuance of ordinary shares 410,228,250 — 410,228,250 —Share issuance expenses (22,770,926) — (22,770,926) —Advances from immediate holding company — 12,200,000 — —Drawdown of borrowings

(net of transaction cost) 79,776,873 214,668,539 6,369,370 —Repayments of Redeemable

Cumulative ConvertiblePreferences Shares Series A(“RCCPS Series A”) — (11,722,022) — —

Repayment of finance leaseliabilities (35,876) (12,000) — —

Repayment of borrowings/advances (284,732,388) (146,751,908) (7,178,370) (3,600,000)Repayment of amounts due to

inmmediate/intermediate holding company (52,650,100) (3,600,000) (53,052,744) —Advances to subsidiaries — — 23,552,359 3,600,000Interest paid (44,487,374) (49,946,796) (1,549,449) (1,650,064)Decrease in fixed deposits

pledged 907,919 261,874 — —

Net cash generated from/(used in)financing activities 86,236,378 15,097,687 355,598,490 (1,650,064)


STATEMENTS OF CASH FLOWSFOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2014 (CONTINUED)


Exchange gains on cash andbank balances 55,971 135,220 — —

NET INCREASE/(DECREASE)IN CASH AND CASHEQUIVALENTS 28,423,331 (6,387,195) 34,193,055 —

CASH AND CASHEQUIVALENTS AT BEGINNING OF THEFINANCIAL YEAR 40,111,396 46,498,591 2 2

CASH AND CASHEQUIVALENTS AT THE ENDOF THE FINANCIAL YEAR 21 68,534,727 40,111,396 34,193,057 2



NOTES TO THE FINANCIAL STATEMENTSFOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2014

1 GENERAL INFORMATION

The Company is a public company, incorporated and domiciled in Malaysia.

The Company is an investment holding company. The principal activities of the Group are vessel owning/leasing and provision of vessel chartering and ship management services to oil and gas related industries. The principal activities of the subsidiaries are disclosed in Note 16 to the financial statements. There were no significant changes in the nature of these principal activities during the financial year.

The immediate holding company is Hallmark Odyssey Sdn. Bhd. The ultimate holding foundation is Yayasan Ekuiti Nasional.

The address of the registered office of the Company is:

Level 21, Suite 21.01, The Gardens South TowerMid Valley City, Lingkaran Syed Putra59200 Kuala Lumpur

The address of the principal place of business of the Company is:

Level 12A, East Wing, The IconNo. 1, Jalan 1/68FOff Jalan Tun Razak55000 Kuala Lumpur

2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The principal accounting policies applied in the preparation of financial statements are set out below. These policies have been consistently applied to all the financial years presented, unless otherwise stated.

2.1 Basis of preparation

The financial statements of the Group and of the Company have been prepared in accordance with Malaysian Financial Reporting Standards (“MFRS”), International Financial Reporting Standards and the requirements of the Companies Act, 1965 in Malaysia.

The financial statements of the Group and the Company have been prepared under the historical cost convention unless otherwise indicated in the accounting policies below and are presented in Ringgit Malaysia (“RM”). The preparation of financial statements in conformity with MFRS requires the use of certain critical accounting estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported financial year. It also requires the Directors to exercise their judgement in the process of applying the Company’s accounting policies. Although these estimates and judgement are based on the Directors’ best knowledge of current events and actions, actual results may differ. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in Note 3.


NOTES TO THE FINANCIAL STATEMENTSFOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2014 (CONTINUED)

2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

2.1 Basis of preparation (continued)

Standards, amendments to published standards and interpretations, which are applicable and adopted by the Group and the Company are as follows:

Financial year beginning on or after 1 January 2014

• Amendment to MFRS 132 “Financial Instruments: Presentation” does not change the current offsetting model in MFRS 132. It clarifies the meaning of “currently has a legally enforceable right of set-off” that the right of set-off must be available today (not contingent on a future event) and legally enforceable for all counterparties in the normal course of business. It clarifies that some gross settlement mechanisms with features that are effectively equivalent to net settlement will satisfy the MFRS 132 offsetting criteria.

Standards, amendments to published standards and interpretations to existing standards that are applicable to the Group and the Company but not yet effective:

The Group and the Company will apply the new standards, amendments to standards and interpretations in the following financial years:

(i) Financial year beginning on or after 1 January 2015• Annual Improvements to MFRS 2010 – 2012 Cycle (Amendments to MFRS 2 Share Based Payment,

MFRS 3 Business Combinations, MFRS 8 Operating Segments, MFRS 13 Fair Value Measurement, MFRS 116 Property, Plant and Equipment, MFRS 124 Related Party Disclosures and MFRS 138 Intangible Assets)

• Annual Improvements to MFRS 2011 – 2013 Cycle (Amendments to MFRS 3 Business Combination, MFRS 13 Fair Value Measurement and MFRS 140 Investment Property)

• Amendments to MFRS 119 Defined Benefits Plans: Employee Contributions

(ii) Financial year beginning on or after 1 January 2016• Amendments to MFRS 116 Property, Plant and Equipment and MFRS 138 Intangible Assets –

Clarification of Acceptable Methods of Depreciation and Amortisation• Amendments to MFRS 10 Consolidated Financial Statements and MFRS 128 Investment in Associates

and Joint Ventures – Sale or Contribution of Assets between an Investor and its Associates/Joint Ventures

• Amendments to MFRS 127 Separate Financial Statements – Equity Accounting in Separate Financial Statements

• Annual improvements to MFRS 2012 – 2014 cycle (Amendments to MFRS 5 Non-Current Assets Held for Sale and Discontinued Operations, MFRS 7 Financial Instruments: Disclosures, MFRS 119 Employee Benefits, MFRS 134 Interim Financial Reporting)

(iii) Financial year beginning on or after 1 January 2017

• MFRS 15 Revenue from Contracts with Customers

(iv) Financial year beginning on or after 1 January 2018

• MFRS 9 Financial instruments





Standards, amendments to published standards and interpretations to existing standards that are applicable to the Group and the Company but not yet effective: (continued)

The initial application of the abovementioned accounting standards and amendments to published standards are not expected to have any material impacts to the financial statements of the Group and of the Company except as mentioned below:

• Amendment to MFRS 11 ‘Joint arrangements’ (effective from 1 January 2016) requires an investor to apply the principles of MFRS 3 ‘Business Combination’ when it acquires an interest in a joint operation that constitutes a business. The amendments are applicable to both the acquisition of the initial interest in a joint operation and the acquisition of additional interest in the same joint operation. However, a previously held interest is not re-measured when the acquisition of an additional interest in the same joint operation results in retaining joint control.

• Amendments to MFRS 116 ‘Property, plant and equipment’ and MFRS 138 ‘Intangible assets’ (effective from 1 January 2016) clarify that the use of revenue-based methods to calculate the depreciation and amortisation of an item of property, plant and equipment and intangible are not appropriate. This is because revenue generated by an activity that includes the use of an asset generally reflects factors other than the consumption of the economic benefits embodied in the asset.

The amendments to MFRS 138 also clarify that revenue is generally presumed to be an inappropriate basis for measuring the consumption of the economic benefits embodied in an intangible asset. This presumption can be overcome only in the limited circumstances where the intangible asset is expressed as a measure of revenue or where it can be demonstrated that revenue and the consumption of the economic benefits of the intangible asset are highly correlated.

• Amendments to MFRS 10 and MFRS 128 regarding sale or contribution of assets between an investor and its associate or joint venture (effective from 1 January 2016) resolve a current inconsistency between MFRS 10 and MFRS 128. The accounting treatment depends on whether the non-monetary assets sold or contributed to an associate or joint venture constitute a ‘business’. Full gain or loss shall be recognised by the investor where the non-monetary assets constitute a ‘business’. If the assets do not meet the definition of a business, the gain or loss is recognised by the investor to the extent of the other investors’ interests. The amendments will only apply when an investor sells or contributes assets to its associate or joint venture. They are not intended to address accounting for the sale or contribution of assets by an investor in a joint operation.





Standards, amendments to published standards and interpretations to existing standards that are applicable to the Group and the Company but not yet effective: (continued)

The initial application of the abovementioned accounting standards and amendments to published standards are not expected to have any material impacts to the financial statements of the Group and of the Company except as mentioned below: (continued)

• MFRS 9 ‘Financial Instruments’ (effective from 1 January 2018) will replace MFRS 139 “Financial Instruments: Recognition and Measurement”. The complete version of MFRS 9 was issued in November 2014.

MFRS 9 retains but simplifies the mixed measurement model in MFRS 139 and establishes three primary measurement categories for financial assets: amortised cost, fair value through profit or loss and fair value through other comprehensive income (“OCI”). The basis of classification depends on the entity’s business model and the contractual cash flow characteristics of the financial asset. Investments in equity instruments are always measured at fair value through profit or loss with a irrevocable option at inception to present changes in fair value in OCI (provided the instrument is not held for trading). A debt instrument is measured at amortised cost only if the entity is holding it to collect contractual cash flows and the cash flows represent principal and interest.

For liabilities, the standard retains most of the MFRS 139 requirements. These include amortised cost accounting for most financial liabilities, with bifurcation of embedded derivatives. The main change is that, in cases where the fair value option is taken for financial liabilities, the part of a fair value change due to an entity’s own credit risk is recorded in other comprehensive income rather than the income statement, unless this creates an accounting mismatch.

There is now a new expected credit losses model on impairment for all financial assets that replaces the incurred loss impairment model used in MFRS 139. The expected credit losses model is forward-looking and eliminates the need for a trigger event to have occurred before credit losses are recognised.

• MFRS 15 ‘Revenue from contracts with customers’ (effective from 1 Jan 2017) deals with revenue recognition and establishes principles for reporting useful information to users of financial statements about the nature, amount, timing and uncertainty of revenue and cash flows arising from an entity’s contracts with customers. Revenue is recognised when a customer obtains control of a good or service and thus has the ability to direct the use and obtain the benefits from the good or service. The standard replaces MFRS 118 ‘Revenue’ and MFRS 111 ‘Construction contracts’ and related interpretations.




2.2 Basis of consolidation

(i) Subsidiaries

Subsidiaries are all entities (including structured entities) over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases.

The Group applies the acquisition method to account for business combinations. The consideration transferred for the acquisition of a subsidiary is the fair values of the assets transferred, the liabilities incurred to the former owners of the acquiree and the equity interests issued by the Group. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. The Group recognises any non-controlling interest in the acquiree on an acquisition-by-acquisition basis, either at fair value or at the non-controlling interest’s proportionate share of the recognised amounts of acquiree’s identifiable net assets.

Acquisition-related costs are expensed as incurred.

If the business combination is achieved in stages, the acquisition date fair value of the acquirer’s previously held equity interest in the acquiree is remeasured to fair value at the successive acquisition dates at each stage, and the changes in fair value taken through profit or loss.

Profit or loss and each component of other comprehensive income of the subsidiaries are attributed to the parent and the non-controlling interest, even if this results in the non-controlling interest having a deficit balance.

Goodwill is initially measured as the excess of the aggregate of the consideration transferred and the fair value of non-controlling interest over the net identifiable assets acquired and liabilities assumed. If this consideration is lower than the fair value of the net assets of the subsidiary acquired, the difference is recognised in profit or loss. Refer to Note 2.7 on the accounting policy for goodwill.

Inter-company transactions, balances, income and expenses on transactions between group companies are eliminated. Profits and losses resulting from inter-company transactions that are recognised in assets are also eliminated. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.




2.2 Basis of consolidation (continued)

(ii) Joint arrangements

A joint arrangement is an arrangement of which there is contractually agreed sharing of control by the Group with one or more parties, where decisions about the relevant activities relating to the joint arrangement require unanimous consent of the parties sharing control. The classification of a joint arrangement as a joint operation or a joint venture depends upon the rights and obligations of the parties to the arrangement. A joint venture is a joint arrangement whereby the joint venturers have rights to the net assets of the arrangement. A joint operation is a joint arrangement whereby the joint operators have rights to the assets and obligations for the liabilities, relating to the arrangement.

The Group’s interest in a joint venture is accounted for in the financial statements by the equity method of accounting. Under the equity method of accounting, interests in joint ventures are initially recognised at cost and adjusted thereafter to recognise the Group’s share of the post-acquisition profits or losses and movements in other comprehensive income. When the Group’s share of losses in a joint venture equals or exceeds its interests in the joint ventures (which includes any long-term interests that, in substance, form part of the Group’s net investment in the joint ventures), the Group does not recognise further losses, unless it has incurred obligations or made payments on behalf of the joint ventures.

Unrealised gains on transactions between the Group and its joint ventures are eliminated to the extent of the Group’s interest in the joint ventures. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of the joint ventures have been changed where necessary to ensure consistency with the policies adopted by the Group.

(iii) Transaction with non-controlling interests

Transactions with non-controlling interests that do not result in loss of control are accounted for as equity transactions – that is, as transactions with the owners in their capacity as owners. The difference between fair value of any consideration paid and the relevant share acquired of the carrying value of net assets of the subsidiary is recorded in equity. Gains or losses on disposals to non-controlling interests are also recorded in equity.

(iv) Change in control

Upon the loss of control of a subsidiary, the Group derecognises the assets and liabilities of the subsidiary, any non-controlling interests and the other component of equity related to the subsidiary. Any surplus or deficit arising on the loss of control is recognised in profit or loss.

If the Group retains any interest in the subsidiary, then such interest is measured at the fair value at the date the control is lost. Subsequently the subsidiary is accounted for as equity accounted investee or available for sale financial asset depending on the level of influence retained.




2.3 Property, plant and equipment

Property, plant and equipment are initially stated at cost. Cost includes its purchase price and any cost that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Cost also includes borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset. Refer to Note 2.22 on the accounting policy for borrowing costs.

The cost of property, plant and equipment recognised as a result of a business combination is based on fair value at acquisition date. The fair value of property is the estimated amount for which a property could be exchanged between knowledgeable willing parties in an arm’s length transaction wherein the parties had each acted knowledgeably and without compulsion. The fair value of other items of plant and equipment is based on the quoted market prices of similar items when available and replacement cost where appropriate.

Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when the cost is incurred and it is probable that future economic benefits associated with the cost will flow to the Group and the cost of the asset can be measured reliably. The carrying amount of parts that are replaced is derecognised. All other repairs and maintenance of property, plant and equipment are recognised in profit or loss as incurred. Cost also comprises the initial estimate of dismantling and removing the asset and restoring the site on which it is located for which the Group is obligated to incur when the asset is acquired, if applicable.

Each part of an item of property, plant and equipment with a cost that is significant in relation to the total cost of the asset and which has a different useful life, is depreciated separately.

Property, plant and equipment are depreciated on a straight-line basis to allocate the cost of each asset to their residual values over their estimated useful lives, summarised as follows:

Vessels 25 yearsVessel parts 10 – 14 yearsDrydocking expenditure 5 yearsBuilding 50 yearsMotor vehicles 4 – 5 yearsOffice equipment 5 –10 yearsComputers 5 yearsFurniture and fittings 10 yearsRenovation 10 years

Depreciations on vessels under commissioning and work in progress commence when the vessels are ready for their intended use.

Drydocking expenditure represents major inspection and overhaul costs and are depreciated to reflect the consumption of benefits, which are to be replaced or restored by the subsequent drydocking generally every five years. The Group has included these drydocking costs as a separate component of the vessels’ costs.

The residual values, useful life and depreciation method are reviewed at each financial year end to ensure that the amount, method and period of depreciation are consistent with previous estimates and the expected pattern of consumption of the future economic benefits embodied in the items of property, plant and equipment.

At the end of the reporting period, the Group assesses whether there is any indication of impairment. If such indications exist, an analysis is performed to assess whether the carrying amount of the asset is fully recoverable. A write down is made if the carrying amount exceeds the recoverable amount (see accounting policy Note 2.4).




2.4 Impairment of non-financial assets

Assets that have an indefinite useful life, for example goodwill or intangible, are not subject to amortisation and are tested annually for impairment. Assets that are subject to amortisation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the carrying amount of the asset exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value-in-use (“VIU”). For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (“cash generating units”). Non-financial assets other than goodwill that suffered impairment are reviewed for possible reversal of the impairment at each reporting date.

The impairment loss is charged to profit or loss unless it reverses a previous revaluation in which case it is charged to the revaluation surplus reserve. Impairment losses on goodwill are not reversed. In respect of other assets, any subsequent increase in recoverable amount is recognised in profit or loss unless it reverses an impairment loss on a revalued asset in which case it is taken to revaluation surplus reserve.

2.5 Assets held for sale

Non-current assets (or disposal groups) are classified as assets held for sale when their carrying amount is to be recovered principally through a sale transaction and a sale is considered highly probable. They are stated at the lower of carrying amount and fair value less costs to sell.

2.6 Leases

(i) Finance leases

Leases of property, plant and equipment where the Group has substantially all the risks and rewards of ownership are classified as finance leases. Finance leases are capitalised at the lease’s commencement at the lower of the fair value of the leased property and the present value of the minimum lease payments.

Each lease payment is allocated between the liability and finance charges so as to achieve a constant rate of interest on the remaining balance of the liability. The corresponding rental obligations, net of finance charges, are included in other long-term payables. The interest element of the finance cost is charged to profit or loss over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each financial period. The property, plant and equipment acquired under finance leases is depreciated over the shorter of the useful life of the asset and the lease term.

(ii) Operating leases

Leases of assets where a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases (net of any incentives received from the lessor) are charged to profit or loss on the straight-line basis over the lease period. Initial direct costs incurred by the Group in negotiating and arranging operating leases are recognised in profit or loss when incurred.




2.7 Intangible assets

(i) Goodwill

Goodwill arises on the acquisition of subsidiaries and represents the excess of the consideration transferred over the Group interest in net fair value of the net identifiable assets, liabilities and contingent liabilities of the acquiree and the fair value of the non-controlling interest in the acquiree.

For the purpose of impairment testing, goodwill acquired in a business combination is allocated to each of the cash generating units (“CGUs”), or groups of CGUs, that are expected to benefit from the synergies of the combination. Each unit or group of units to which the goodwill is allocated represents the lowest level within the entity at which the goodwill is monitored for internal management purposes. Goodwill is monitored at the operating segment level.

Goodwill impairment reviews are undertaken annually or more frequently if events or changes in circumstances indicate a potential impairment. The carrying value of goodwill is compared to the recoverable amount, which is the higher of value-in-use and the fair value less costs to sell. Any impairment is recognised immediately as an expense and is not subsequently reversed.

(ii) Acquired charter contracts

Charter contracts acquired in a business combination are recognised at fair value at the acquisition date. Charter contracts have a finite useful life and amortisation is calculated using the straight-line method to allocate the fair value of the contract over their contract periods which range from 1 to 4 years.

2.8 Cash and cash equivalents

For the purpose of the statements of cash flows, cash and cash equivalents includes cash in hand, bank balances, deposits held at call with banks less restricted cash, other short-term, highly liquid investments with original maturities of three months or less, and bank overdrafts.

2.9 Inventories

Inventories represent fuel on vessels which are valued at lower of cost or net realisable value. Cost is determined based on the first-in, first-out method for fuel oil. Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs necessary to make the sale.




2.10 Financial assets

(i) Classification

The Group and the Company classify their financial assets in the following categories: at fair value through profit or loss, loans and receivables, available-for-sale and held to maturity. The classification depends on the purpose for which the financial assets were acquired. Management determines the classification at initial recognition. The Group’s and the Company’s financial assets are loans and receivables.

Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are included in current assets, except for maturities greater than twelve (12) months after the end of the reporting period. These are classified as non-current assets. The Group’s and the Company’s loans and receivables comprise receivables and cash and bank balances in the statements of financial position.

(ii) Recognition and initial measurement

Financial assets are initially recognised at fair value plus transaction costs for all financial assets not carried at fair value through profit or loss. Financial assets carried at fair value through profit or loss are initially recognised at fair value, and transaction costs are expensed in the profit or loss.

(iii) Subsequent measurement – gains and losses

Financial assets at fair value through profit or loss and available-for-sale financial assets are subsequently carried at fair value. Loans and receivables are subsequently carried at amortised cost using the effective interest method.

(iv) Subsequent measurement – impairment of financial assets

Assets carried at amortised cost

The Group and the Company assess at the end of the reporting period whether there is objective evidence that a financial asset or group of financial assets is impaired. A financial asset or a group of financial assets is impaired and impairment losses are incurred only if there is objective evidence of impairment as a result of one or more events that occurred after the initial recognition of the asset (a “loss event”) and that loss event (or events) has an impact on the estimated future cash flows of the financial asset or group of financial assets that can be reliably estimated.




2.10 Financial assets (continued)

(iv) Subsequent measurement – impairment of financial assets (continued)

Assets carried at amortised cost (continued)

The criteria that the Group and the Company use to determine that there is objective evidence of an impairment loss include:

• Significant financial difficulty of the issuer or obligor; • A breach of contract, such as a default or delinquency in interest or principal payments; • The Group and the Company, for economic or legal reasons relating to the borrower’s financial

difficulty, granting to the borrower a concession that the lender would not otherwise consider; • It becomes probable that the borrower will enter bankruptcy or other financial reorganisation; • Disappearance of an active market for that financial asset because of financial difficulties; or• Observable data indicating that there is a measurable decrease in the estimated future cash flows

from a portfolio of financial assets since the initial recognition of those assets, although the decrease cannot yet be identified with the individual financial assets in the portfolio, including:(a) adverse changes in the payment status of borrowers in the portfolio; and(b) national or local economic conditions that correlate with defaults on the assets in the portfolio.

The amount of the loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows (excluding future credit losses that have not been incurred) discounted at the financial asset’s original effective interest rate. The carrying amount of the asset is reduced and the amount of the loss is recognised in profit or loss. If loans and receivables have a variable rate, the discount rate for measuring any impairment losses is the current effective interest rate determined under the contract. As a practical expedient, the Group and the Company may measure impairment on the basis of an instrument’s fair value using an observable market price.

If in a subsequent financial year, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised (such as an improvement in the customers’ credit rating), the reversal of the previously recognised impairment loss is recognised in profit or loss.

When an asset is uncollectible, it is written off against the related allowance account. Such assets are written off after all the necessary procedures have been completed and the amount of the loss has been determined.

(v) Derecognition

Financial assets are derecognised when the rights to receive cash flows from the investments have expired or have been transferred and the Group and the Company have transferred substantially all risks and rewards of ownership.




2.11 Offsetting financial instruments

Financial assets and liabilities are offset and the net amount presented in the statements of financial position when there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis, or realise the asset and settle the liability simultaneously.

2.12 Current and deferred income tax

The tax expense for the financial year comprises current and deferred taxes. Tax is recognised in the profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the reporting date in the countries where the Group and the Company operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.

Deferred income tax is recognised, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. However, deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the reporting date and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled.

Deferred income tax assets are recognised only to the extent that it is probable that future taxable profit will be available against which the deductible temporary differences can be utilised.

Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred income taxes assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where there is an intention to settle the balances on a net basis.

2.13 Provisions

Provisions are recognised when the Group and the Company have a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation and a reliable estimate of the amount can be made.

Where the Group and the Company expect a provision to be reimbursed (for example, under an insurance contract), the reimbursement is recognised as a separate asset but only when the reimbursement is virtually certain.

Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the class of obligations as a whole. A provision is recognised even if the likelihood of an outflow with respect to any one item included in the same class of obligations may be small.




2.13 Provisions (continued)

Provisions are measured at the present value of the expenditures expected to be required to settle the obligation using a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the obligation. The increase in the provision due to the passage of time is recognised as finance cost expense.

2.14 Borrowings

Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently carried at amortised cost; any difference between the proceeds from drawdown (net of transaction costs) amount and the redemption value is recognised in profit or loss over the period of the borrowings using the effective interest method.

Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw-down occurs. To the extent there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalised as a pre-payment for liquidity services and amortised over the period of the facility to which it relates.

2.15 Compound financial instruments

Compound financial instruments issued by the Group and the Company comprises Islamic Redeemable Convertible Preference Shares (“RCPS-i”) that can be converted to share capital at the option of the holder, and the number of shares issued does not vary with changes in fair value. The terms of the RCPS-i are disclosed in Note 24.

The liability component of a compound financial instrument is recognised initially at the fair value of a similar liability that does not have an equity conversion option. The equity component is recognised initially at the difference between the fair value of the compound financial instrument as a whole and the fair value of the liability component. Any directly attributable transaction cost is allocated to the liability and equity components in proportion to their initial carrying amounts.

Subsequent to initial recognition, the liability component of a compound financial instrument is measured at amortised cost using the effective interest method until extinguished on conversion or maturity of the compound instrument. The equity component of a compound financial instrument is not re-measured subsequent to initial recognition except when the compound instrument is redeemed or repurchased before maturity.

Upon conversion of the convertible instrument into equity shares, the amount credited to equity is the aggregate of the carrying amounts of the liability components classified within liability and equity at the time of conversion. No gain or loss is recognised.




2.16 Employee benefits

(i) Short-term employee benefits

Salaries, overtime and social security contributions are recognised as an expense in the financial year in which the associated services are rendered by employees of the Group and the Company.

(ii) Defined contribution plans

The Group and the Company make contributions to the Employees Provident Fund (“EPF”) as required by law in Malaysia. Obligations for contributions to defined contribution plans are recognised as an expense in the profit or loss as incurred.

2.17 Share capital

Ordinary shares are recorded at the nominal value and proceeds in excess as the nominal value of shares issued, if any, are accounted for as share premium, if any. Both ordinary shares and share premiums are classified as equity. Transaction costs of an equity transaction are accounted for as a deduction from equity, net of any related income tax benefit.

Preference share capital is classified as equity if they are non-redeemable, or redeemable but only at the Company’s option, and any dividends are discretionary.

Distribution to holders of a financial instrument classified as an equity instrument is charged directly to equity.

2.18 Trade payables

Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less (or in the normal operating cycle of the business if longer). If not, they are presented as non-current liabilities. Trade payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.

2.19 Foreign currency

(i) Functional and presentation currency

Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (“the functional currency”). The consolidated financial statements are presented in Ringgit Malaysia (“RM”), which is the Group’s and the Company’s functional and presentation currency.




2.19 Foreign currency (continued)

(ii) Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where items are remeasured. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss, except when deferred in other comprehensive income as qualifying cash flow hedges and qualifying net investment hedges.

2.20 Revenue recognition

Revenue is measured at the fair value of the consideration received or receivable net of discounts and rebates.

Revenue is recognised to the extent that it is probable that the economic benefits associated with the transaction will flow to the Group and the amount of revenue and the cost incurred or to be incurred in respect of the transaction can be reliably measured. The following specific recognition criteria must also be met before revenue is recognised:

Chartering and hiring of vessels

Charter hire income from vessels is recognised upon rendering of services to customers, over the term of the charter hire contract. For income from the hire of third party vessels, it is assessed whether the Group is acting as a principal or an agent. Where it has been assessed that the Group is acting as an agent, income is recognised net of charter costs.

Other revenue

Other revenue is recognised when services are rendered.

2.21 Interest income

The Group and the Company earn interest income from deposits placed with licensed banks. Interest income is recognised on an accrual basis.

2.22 Borrowing costs

General and specific borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset is capitalised as part of the cost of the asset until when substantially all the activities necessary to prepare the asset for its intended use or sale are complete, after which such expense is charged to profit or loss. A qualifying asset is an asset that necessarily takes a substantial period of time to get ready for its intended use or sale. Capitalisation of borrowing cost is suspended during extended periods in which active development is interrupted.




2.22 Borrowing costs (continued)

The amount of borrowing costs eligible for capitalisation is the actual borrowing costs incurred on the borrowing during the period less any investment income on the temporary investment of the borrowing.

All other borrowing costs are recognised in profit or loss in the financial year in which they are incurred.

2.23 Prepayments

Prepayments are amounts paid in advance for goods or services yet to be received. Prepayments are recognised as an expense in profit or loss when the goods or services are subsequently received.

2.24 Segment reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the key management. The chief operating decision maker, who is responsible for allocating resources and assessing performance on operating segments, has been identified as the Executive Committee that makes strategic decisions.

2.25 Contingent liabilities and assets

The Group does not recognise a contingent liability but discloses its existence in the financial statements. A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by uncertain future events beyond the control of the Group or a present obligation that is not recognised because it is not probable that an outflow of resources will be required to settle the obligation. A contingent liability also arises in the extremely rare circumstances where there is a liability that cannot be recognised because it cannot be measured reliably.

A contingent asset is a possible asset that arises from past events whose existence will be confirmed by uncertain future events beyond the control of the Group. The Group discloses the existence of contingent assets where inflows of economic benefits are probable, but not virtually certain.

2.26 Earnings per share

The Group presents basic and diluted earnings per share for its ordinary shares (“EPS”).

Basic earnings per share of the Group is calculated by dividing the profit attributable to ordinary equity holders of the Company by the weighted average number of ordinary shares in issue during the financial year.

Diluted earnings per share of the Group is calculated by adjusting the profit attributable to ordinary equity holders of the Company and weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares.



3 CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below.

Key assumptions and sources of estimation uncertainty

The following are key assumptions concerning the future and other key sources estimation of uncertainty at the end of the reporting period that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year.

(i) Impairment of goodwill

The Group tests goodwill for impairment annually in accordance with its accounting policy in Note 2.7.

For the purposes of assessing impairment, goodwill is allocated to cash-generating units that are expected to benefit from the future earnings of the business activities in which the goodwill arose.

Significant judgement is required in the estimation of the present value of future cash flows generated by the cash-generating units, which involve uncertainties and are significantly affected by assumptions used and judgement made regarding estimates of future cash flows and discount rates. Changes in assumptions could significantly affect the results of the Group with impairment of goodwill. The key assumptions used are disclosed in Note 14.

(ii) Useful lives and residual value of property, plant and equipment

Property, plant and equipment are depreciated on a straight-line basis over their estimated useful lives after deducting its residual value. Management exercises their judgement in estimating the useful lives and the residual value of the depreciable assets. The Group assesses annually the useful lives and the residual value of the property, plant and equipment and if the expectation differs from the original estimate, such difference will impact the depreciation in the financial year in which such estimate has been charged.



3 CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS (CONTINUED)

Key assumptions and sources of estimation uncertainty (continued)

(iii) Impairment of receivables

At each reporting date, the Group assesses whether there is objective evidence that receivables have been impaired. Potential impairment loss is derived based on a review of the current status of existing receivables and collection track record. Such provisions are adjusted periodically to reflect the actual and anticipated impairment.

(iv) Impairment review of carrying value of vessels

The Group reviews periodically whether vessels have suffered any impairment in accordance with the accounting policy stated in Note 2.4. The recoverable amounts of each vessel, being defined as a cash generating unit, have been determined based on the higher of its fair value less cost to sell and its VIU. For VIU calculations, the future cash flows are based on contracted cash flows and estimates of uncontracted cash flows for the useful lives of each vessel, including scrap values discounted by an appropriate discount rate.

In cases where fair value less cost to sell is used to determine the recoverable amount of the vessel, valuation were performed by an independent valuer using the market approach, based on recent market transaction of vessels of similar type and age. The valuation technique is therefore classified as level 2 measurement of the fair value hierarchy.

The impairment testing for cash generating units requires estimates and judgement to determine the net present value of future cash flows such as revenue growth, cost escalation and utilisation rates based on historical trends among others. Discount rate used is based on our industry average that varies over time.

As at 31 December 2014, Management have evaluated the carrying amounts of vessels against their recoverable amounts based on approved business strategies and budget as well as fleet expansion and rejuvenation plan. Based on Management’s assessment, for financial year ended 31 December 2014, there is no impairment recognised on vessels with indications of impairment.



3 CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS (CONTINUED)

Key assumptions and sources of estimation uncertainty (continued)

(v) Deferred tax assets

Deferred tax assets are recognised for all unutilised tax losses and unutilised capital allowances to the extent that it is probable that taxable profit will be available against which the losses and capital allowances can be utilised. Significant management judgement is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and level of future taxable profits together with future tax planning strategies.

Assumptions about generation of future taxable profits depend on Management’s estimates of future profitability. These depend on estimates of future revenue, operating costs, capital expenditure, and other working capital transactions. Judgement is also required on the application of income tax legislation. These judgements and assumptions are subject to risks and uncertainty, hence there is a possibility that changes in circumstances will alter expectations, which may impact the amount of deferred tax assets recognised in the statements of financial position and the amount of unrecognised tax losses and capital allowances.



4 FINANCIAL RISK MANAGEMENT

The Group’s and the Company’s overall financial risk management focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the financial performance of the Group and the Company. Financial risk management is carried out through risk reviews, internal control systems and adherence to the Group’s and the Company’s financial risk management policies. The Directors of the Group and the Company regularly review these risks and approve the policies, which cover the management of these risks.

The Group and the Company are exposed to credit and counterparty risk, liquidity risk, interest rate risk, foreign currency exchange risk and capital risk management.

(i) Credit and counterparty risk

Credit risk arises when sales are made on credit terms. Customers are subject to credit checks and outstanding accounts are followed up on a timely basis. Credit risk concentration is monitored by monitoring the performance of our customers and actively engaging with customers to ensure payments are settled on time.

Most contracts are on a long-term basis. The Group is exposed to the risk that the financial position of its customers may change during the contracted period and that they will not be able to meet its obligations under the terms of the contract. Given the limited number of major customers and the significant portion they represent of revenue, the inability by one or more of the Group’s major customers to make full payment on any of its contracts may have a material adverse effect on the financial position. To mitigate this risk, credit quality of potential customers is assessed by taking into account their current financial position, past experience and other factors before entering into a contract. This evaluation includes a thorough examination of the counterparty’s default rates as well as their credit quality. Outstanding receivables are closely monitored in order to pursue full recovery.

The credit quality of financial assets that are not impaired can be assessed by reference to external credit ratings (if available) or to historical information about counterparty default rates:

Group Company 2014 2013 2014 2013 RM RM RM RM

Cash and bank balances(except for cash in hand)

Counterparties with externalcredit rating (“RAM”)*

AAA 53,749,975 21,139,352 34,157,458 —AA2 12,966,732 3,050,860 35,597 —AA3 7,790,515 8,615,713 — —A1 — 12,339,171 — —

Counterparties with externalcredit rating (“MARC”)**

AA+ 25,818 2,120,450 — —

Counterparty with no credit rating *** 168,309 — — —


4 FINANCIAL RISK MANAGEMENT (CONTINUED)

(i) Credit and counterparty risk (continued)

The credit quality of financial assets that are not impaired can be assessed by reference to external credit ratings (if available) or to historical information about counterparty default rates: (continued)


Trade and other receivablesCounterparties without

external credit ratingGroup 1 1,768,625 — — —Group 2 87,016,936 83,393,398 — —

Amounts due fromsubsidiaries

Counterparties withoutexternal credit rating

Group 2 — — — 53,052,744

The Group and the Company classify their receivables into the following groups:

Group 1 – new customers/related parties (less than six (6) months).

Group 2 – existing customers/related parties (more than six (6) months) with no defaults in the past.

Group 3 – existing customers/related parties (more than six (6) months) with some defaults in the past. All defaults were fully recovered.

* RAM represents Rating Agency Malaysia.

** MARC represents Malaysian Rating Corporation Berhad.

*** The cash and bank balance held in a financial institution outside Malaysia.

(ii) Liquidity risk

Liquidity risk is the risk that the Group and the Company will encounter difficulty in meeting financial obligations due to shortage of funds. The Group and the Company carry out monthly cash flows review for the next six (6) months to ensure that the business operations have sufficient funds available to meet its obligations as and when they fall due. Historically, treasury management has proven that the Group and the Company have the ability to meet its obligations as and when they fall due and the Group and the Company have not defaulted on any obligations due or payable to financial institutions or creditors.





(ii) Liquidity risk (continued)

The table below summarises the maturity profile of the Group’s and the Company’s liabilities (including interest on borrowings) at the reporting date based on contractual undiscounted repayment obligations.

Within Between 1 Between 2 Over 1 year and 2 years and 5 years 5 years Total RM RM RM RM RM

Group

At 31 December 2014

Borrowings 165,398,300 156,696,678 322,405,892 173,295,540 817,796,410Finance lease

liabilities 95,171 82,463 56,157 — 233,791Trade and other

payables 29,755,924 — — — 29,755,924

195,249,395 156,779,141 322,462,049 173,295,540 847,786,125

At 31 December 2013

Borrowings 445,727,617 179,153,079 448,453,095 209,020,692 1,282,354,483Finance lease

liabilities 95,733 109,551 38,517 — 243,801Trade and other

payables 33,855,806 2,222,345 — — 36,078,151Amounts due to

immediate holding company 52,650,100 — — — 52,650,100

532,329,256 181,484,975 448,491,612 209,020,692 1,371,326,535




(ii) Liquidity risk (continued)

Within Between 1 Between 2 Over 1 year and 2 years and 5 years 5 years Total RM RM RM RM RM

Company

At 31 December 2014

Trade and otherpayables 858,573 — — — 858,573

Amounts due tosubsidiaries 4,382,726 — — — 4,382,726

5,241,299 — — — 5,241,299

At 31 December 2013

Borrowings 235,600,000 — — — 235,600,000Trade and other

payables 549,379 — — — 549,379Amounts due to

immediate holding company 53,052,744 — — — 53,052,744

Amounts due tosubsidiaries 14,370,443 — — — 14,370,443

303,572,566 — — — 303,572,566

(iii) Interest rate risk

Interest rate risk arises from fluctuations in interest rates. Bank borrowings consist of variable rate debt obligations linked to applicable bank rates. Bank rates are typically reviewed and adjusted periodically in accordance with prevailing interest rates. Increases in interest rates would increase interest expenses relating to the Group’s outstanding floating rate borrowings and increase the cost of new debt. Interest rates applicable to borrowings are regularly reviewed against the prevailing and anticipated market interest rates in order to determine if refinancing or early repayment is warranted. The table below sets forth the carrying amounts of borrowings, by floating interest rate terms.

Group 2014 2013 RM RM

Floating rate loans (unhedged) 477,460,517 623,207,936




(iii) Interest rate risk (continued)


Impact on profit for the financial yearand equity:

1.0% increase in interest rate (4,774,605) (6,232,079)1.0% decrease in interest rate 4,774,605 6,232,079

(iv) Foreign currency exchange risk

The Group’s foreign currency exchange risk arises primarily from the purchase of vessels, materials, spare parts, other services relating to the maintenance of vessels and borrowings. The Group occasionally enters into contracts for which the charter rate is denominated in US dollars (“USD”) and also occasionally enters into forward contracts for USD in order to manage their exposure to fluctuations in the exchange rate between the RM and USD.

The impact on profit after taxation for the financial year is mainly as a result of translation of USD bank balances and borrowings held by companies within the Group for which their functional currencies are not USD.


Impact on profit for the financial year and equity:

10.0% increase in USD exchange rate (803,875) (477,335)10.0% decrease in USD exchange rate 803,875 477,335

Cash and bank balances are denominated in the following currencies:


Ringgit Malaysia 72,024,256 39,442,386 34,193,057 2Brunei Dollar 168,308 — — —US Dollar 2,625,641 7,860,407 — —

74,818,205 47,302,793 34,193,057 2




(iv) Foreign currency exchange risk (continued)

Borrowings are denominated in the following currencies:

Group 2014 2013 RM RM Ringgit Malaysia 657,818,987 1,090,618,215US Dollar 10,664,387 12,633,759 668,483,374 1,103,251,974

(v) Capital risk management

The Group and the Company regard capital as share capital, borrowings and retained earnings as presented in the statements of financial position. The Group’s and the Company’s objectives when managing capital are to safeguard the Group’s and the Company’s ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital.

In order to maintain or adjust the capital structure, the Group and the Company may return capital to shareholders, issue new shares or sell assets to reduce debt. The Group and the Company monitor capital on the basis of the gearing ratio. This ratio is calculated as net debt divided by total equity. Net debt is calculated as total borrowings (including current and non-current borrowings as shown in the statements of financial position) less cash and bank balances. Total equity is calculated as shareholders’ equity as shown in the statements of financial position.

Group Company 2014 2013 2014 2013 RM RM RM RM Finance lease liabilities 143,655 179,531 — —Borrowings 668,339,719 1,103,072,443 — 235,600,000

Debt 668,483,374 1,103,251,974 — 235,600,000Less: Cash and bank

balances (74,818,205) (47,302,793) (34,193,057) (2) Net debt 593,665,169 1,055,949,181 (34,193,057) 235,599,998

Total equity 1,080,606,358 379,363,977 858,516,581 238,807,999

Net gearing ratio (times) 0.55 2.78 n/a 0.99




(v) Capital risk management (continued)

Included in financial year ended 31 December 2013 borrowings is RCPS-i amounted to RM220,000,000 which was mandatorily converted into the Company shares following receipt of all relevant authorities’ approvals for the Company’s IPO and listing on the Main Market of Bursa Securities on 23 May 2014.

The net gearing ratio excluding the RCPS-i is as follows:


Net debt (excluding RCPS-i) 593,665,169 820,349,181 n/a —Net gearing ratio (times) 0.55 2.16 n/a —

The subsidiaries of the Company are required by external lenders to maintain certain financial covenant ratios such as gearing ratio, interest cover and finance service cover ratio. As part of its capital management, the Group monitors these covenants on a monthly basis. These covenants have been complied with for each of the financial years presented.

(vi) Fair values

The carrying value of the balances disclosed in the financial statements approximates its fair values except as disclosed in the notes to the financial statements.



5 REVENUE


Charter hire of own vessels 291,081,276 276,094,183 — —Charter hire of forerunner vessels 6,481,381 41,996,218 — —Other revenue 21,314,472 16,772,964 — — 318,877,129 334,863,365 — —

6 FINANCE COSTS


Term loan interest/profit 41,991,790 45,312,148 979,538 —Profit rate on RCPS-i 4,346,774 11,000,000 4,346,774 11,000,000Interest on amount due to

immediate holding company 1,378,911 2,420,164 1,378,911 2,420,164Revolving credit 1,012,615 2,396,923 — —Interest on RCCPS Series A — 1,669,768 — —Finance lease interest 2,304 10,774 — —Bank overdraft interest 110,445 27,381 — —Other finance charges 201,542 39,586 — —Transaction cost written-off 5,168,974 — — — Total finance costs 54,213,355 62,876,744 6,705,223 13,420,164Less: Amount capitalised to

qualifying assets (Note 13) (4,075,414) (5,368,374) — — Finance costs 50,137,941 57,508,370 6,705,223 13,420,164



7. PROFIT/(LOSS) BEFORE TAXATION

Profit before taxation is stated after charging/(crediting):


Amortisation of intangible assets 11,758,667 19,388,000 — —Auditors’ remuneration- audit 650,000 562,500 180,000 180,000- IPO 2,748,000 — 2,748,000 —- Other services 375,785 294,000 240,000 294,000Consumable cost 9,195,109 7,616,949 — —Depreciation of property, plant

and equipment 56,573,067 48,992,701 — —Employee benefits expense (Note 8) 68,800,258 55,926,951 2,581,837 2,516,265(Gain)/Loss on disposal of property,

plant and equipment (4,688,734) 446,717 — —Gain on disposal of assets held for sale — (1,360,520) — —Impairment of assets held for sale — 2,010,000 — —Impairment of property, plant and equipment — 46,774,361 — —Impairment of receivables 316,790 4,208,119 — —Insurance 4,892,138 4,228,561 — —Interest income (2,379,389) (469,069) (3,064,788) (2,420,164)Other IPO related expenses 11,907,481 — 11,907,481 —Loan transaction cost written-off 5,168,974 — — —Property, plant and equipment written off — 60,921 — —Professional fees 1,490,958 2,008,576 615,717 474,465Rental of premises 1,481,024 1,091,768 — —Realised gain on foreign exchange (458,562) (838,671) — —Reversal of impairment of receivables (2,189,304) (1,745,393) — —Ship operation and charter hire costs 37,112,414 67,518,979 — —Unrealised loss on foreign exchange 516,455 756,214 — —

8 EMPLOYEE BENEFITS EXPENSE


Wages and salaries 62,536,393 50,580,474 2,165,908 2,148,240Social security costs 352,112 319,312 1,859 1,395Defined contribution plan 5,911,753 5,027,165 414,070 366,630

68,800,258 55,926,951 2,581,837 2,516,265

Included in employee benefits expense of the Group and the Company are the Executive Directors’ remuneration amounting to RM2,782,220 (2013: RM2,457,580) and RM1,059,100 (2013: RM886,550) as further disclosed in Note 9.



9 DIRECTORS’ REMUNERATION


Executive:Salaries and bonuses 2,338,000 2,073,790 890,000 745,000Defined contribution plan 444,220 383,790 169,100 141,550

2,782,220 2,457,580 1,059,100 886,550

Non-Executive:Fees and emoluments 549,667 — 549,667 —

Total Directors’ remuneration (excluding benefits-in-kind) 3,331,887 2,457,580 1,608,767 886,550

Benefits-in-kind received by the Directors of the Group and the Company amounted to RM21,600 (2013: RM14,400) and RM7,200 (2013: RM5,400) respectively. In addition to the above, certain directors have received cash bonus management incentive plan from the ultimate holding foundation as disclosed in note 27.

10 TAXATION


Current income tax:- Current financial year 1,944,039 6,107,875 10,000 —- Over provision of tax in prior financial year (355,599) (226,663) — —Deferred tax relating to the origination and reversal of temporary timing differences (Note 17) (4,542,122) (101,927,435) — —

Tax (credit)/charge for the financial year (2,953,682) (96,046,223) 10,000 —

The Malaysian corporate statutory tax rate for the year of assessment 2014 is 25% (2013: 25%).

Taxation for other jurisdictions is calculated at the rates prevailing in the respective jurisdictions. Subsidiaries of the Company being Malaysian tax residents incorporated in Labuan under the Labuan Companies Act, 1990 are taxed at 3% of profit before taxation or RM20,000 in accordance with the Labuan Business Activity Tax Act, 1990.



10 TAXATION (CONTINUED)

Reconciliations of income tax expense applicable to profit before taxation at the statutory income tax rate to income tax expense at the effective income tax rate of the Group and the Company are as follows:


Profit/(loss) before taxation 56,400,457 17,554,841 (22,366,498) (12,857,051)

Taxation at Malaysian statutorytax rate at 25% 14,100,114 4,388,710 (5,591,624) (3,214,263)

Deferred tax assets not recognisedduring the financial year 5,137 5,381,482 — —

Deferred tax effects of changes in tax rate — 942,010 — —Effects of different tax rate in Labuan (19,842,423) (3,122,137) — —Tax effect of disposal of

assets held for sale — 11,025,000 — —Tax effect of expenses that are not

deductible for tax purposes 7,685,261 5,874,593 5,601,624 3,214,263Tax effect of income not subject to tax (143,996) (708,159) — —Tax effect on transfer of vessels — (116,764,286) — —Recognition of previously

unrecognised temporary differences (4,402,176) — — —

Over provision of tax in priorfinancial year (355,599) (3,063,436) — —

Tax (credit)/charge for the financial year (2,953,682) (96,046,223) 10,000 —

Included in financial year ended 31 December 2013 is a net tax credit of RM105,739,286, pursuant to the Group’s internal reorganisation, where the Group had transferred certain vessels from its wholly owned subsidiaries, Icon Ship Management Sdn. Bhd., and Omni Triton Sdn. Bhd. to newly incorporated Labuan subsidiaries of Icon Fleet Sdn. Bhd. and disposed a non-offshore support vessel.



11 EARNINGS PER SHARE

(i) Basic EPS

The basic EPS has been calculated based on the consolidated profit attributable to equity holders of the Group and divided by the weighted number of ordinary shares in issue. Group 2013 2014 Restated

Profit attributable to equity holders (RM) 59,354,139 113,601,064Weighted average number of ordinary shares in issue 801,348,355 515,440,100

Basic EPS (sen) 7.4 22.0

(ii) Diluted EPS

The diluted EPS has been calculated based on the consolidated profit for the financial year attributable to equity holders of the Group and divided by the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares. The Group has one category of dilutive potential ordinary shares, which is RCPS-i. The convertible preference shares are assumed to have been converted into ordinary shares and the net profit is adjusted to eliminate the interest expense less tax effect. The conversion of the RCPS-i into ordinary shares was completed on 23 May 2014.

Group 2013 2014 Restated

Profit attributable to equity holders (RM) 59,354,139 113,601,064Profit rate on RCPS-i (RM, net of tax) — 11,000,000 Profit used to determine diluted EPS (RM) 59,354,139 124,601,064

Weighted average number of ordinary shares in issue 801,348,355 515,440,100

Adjustment for:- Assumed conversion of RCPS-i — 440,000,000 Weighted average number of ordinary shares

for diluted EPS 801,348,355 955,440,100

Diluted EPS (sen) 7.4 13.0

The comparative basic EPS and diluted EPS reported has been restated to take into account the effect of the subdivision of shares on 22 May 2014.



12 SEGMENT REPORTING

(i) Reportable Segment

The Group is organised as a single integrated business operations comprising the vessel owning/leasing activities and provision of vessel chartering and ship management services to oil and gas and related industries. These integrated activities are known as the offshore support vessel operations. The Group as a whole is regarded as an operating segment. In making decisions about resource allocation and performance assessment, the key management regularly reviews the financial results of the Group as a whole. Hence, the information that is regularly provided to the key management is consistent with that presented in the financial statements.

(ii) Geographical Information

The Group’s operations are carried out predominantly in Malaysia. Revenue earned by the Group analysed by the location of its external customers is as follows:

2014 2013 % RM % RM

Revenue

Malaysia 87 278,250,808 92 306,872,327Others 13 40,626,321 8 27,991,038

Total 100 318,877,129 100 334,863,365

All vessels are Malaysian-flagged and operate primarily in Malaysia.

(iii) Major Customers

The Group has a few single customers which have generated revenue amounting to 10 percent or more of the Group’s total revenue:

2014 2013 % RM % RM

Direct

Customer 1 35 113,063,417 69 232,329,765Customer 2 11 35,012,691 — —Customer 3 10 32,549,715 — —

Total 56 180,625,823 69 232,329,765

The end customer of Customer 2 is Customer 1.



13

PRO

PERT

Y, P

LAN

T A

ND

EQ

UIP

MEN

T

Gro

up

Vesselsu

nder

Ve

ssel

Drydoc

king

Motor

Offic

e

Furniture

construction

Vessels

parts

expe

nditure

Building

vehic

les

equip

ment

Computers

andfitting

sRenovation

Total

RM

RM

RM

RM

RM

RM

RM

RM

RM

RM

RM

At 31

Dec

embe

r 201

4

Cost

Begi

nning

of t

hefin

ancia

l yea

r

106,1

11,47

6 1,1

55,49

8,075

3,9

47,59

7 33

,027,2

69

797,9

09

352,3

41

937,2

42

1,883

,820

493,1

77

1,662

,915

1,304

,711,8

21Ad

ditio

ns

10

3,255

,633

134,6

10,42

5 2,4

86,82

4 8,6

52,90

9 —

40

9,890

99

,426

1,054

,924

65,40

5 59

7,453

25

1,232

,889

Disp

osal

s

—

(29,6

41,00

9)

(587

,524)

(1

,620,9

54)

—

—

—

(5,43

5)

—

—

(31,8

54,92

2)Re

classi

ficat

ions

(12,5

77,75

9)

12,57

7,759

—

—

—

—

—

—

—

—

—

End

of th

e fin

ancia

l yea

r 19

6,789

,350

1,273

,045,2

50

5,846

,897

40,05

9,224

79

7,909

76

2,231

1,0

36,66

8 2,9

33,30

9 55

8,582

2,2

60,36

8 1,5

24,08

9,788

Accu

mula

ted

depr

ecia

tion

Begi

nning

of t

hefin

ancia

l yea

r

—

51,95

0,990

48

6,780

9,1

47,42

5 24

,281

62,93

4 39

3,431

18

7,756

83

,179

280,7

00

62,61

7,476

Char

ge fo

r the

fin

ancia

l yea

r

—

46,75

5,838

51

2,129

8,2

87,25

8 17

,139

148,3

74

135,2

93

471,6

26

61,38

8 18

4,022

56

,573,0

67Re

classi

ficat

ions

—

—

—

—

—

—

(210

,078)

21

0,078

—

—

—

Disp

osal

s

—

(1,71

7,082

) (1

21,55

6)

(844

,223)

—

—

—

(3

,031)

—

—

(2

,685,8

92)

End

of th

e fin

ancia

l yea

r —

96

,989,7

46

877,3

53

16,59

0,460

41

,420

211,3

08

318,6

46

866,4

29

144,5

67

464,7

22

116,5

04,65

1

Accu

mula

ted

impa

irmen

t loss

Begi

nning

of t

hefin

ancia

l yea

r

—

38,50

0,000

—

—

—

—

—

—

—

—

38

,500,0

00Ch

arge

for t

hefin

ancia

l yea

r

—

—

—

—

—

—

—

—

—

—

—Di

spos

als

—

(9

,083,3

04)

—

—

—

—

—

—

—

—

(9,08

3,304

) En

d of

the

finan

cial y

ear

—

29,41

6,696

—

—

—

—

—

—

—

—

29

,416,6

96

Net b

ook v

alue

196,7

89,35

0 1,1

46,63

8,808

4,9

69,54

4 23

,468,7

64

756,4

89

550,9

23

718,0

22

2,066

,880

414,0

15

1,795

,646

1,378

,168,4

41



13

PRO

PERT

Y, P

LAN

T A

ND

EQ

UIP

MEN

T (C

ON

TIN

UED

)

Gro

up

Vesselsu

nder

Ve

ssel

Drydoc

king

Motor

Offic

e

Furniture

construction

Vessels

parts

expe

nditure

Building

vehic

les

equip

ment

Computers

andfitting

sRenovation

Total

RM

RM

RM

RM

RM

RM

RM

RM

RM

RM

RM

At 31

Dec

embe

r 201

3

Cost

Begi

nning

of t

hefin

ancia

l yea

r

145,6

56,03

2 87

7,299

,602

3,715

,301

21,14

1,594

79

7,909

14

2,950

90

3,265

81

9,889

49

3,505

1,4

63,20

9 1,0

52,43

3,256

Addi

tions

66,89

8,079

20

1,311

,314

740,2

37

13,56

4,881

—

20

9,391

33

,977

1,095

,048

32,69

8 19

9,706

28

4,085

,331

Disp

osal

s

—

(29,5

55,47

6)

(507

,941)

(1

,679,2

06)

—

—

—

(3,22

2)

—

—

(31,7

45,84

5)Re

classi

ficat

ions

(106

,442,6

35)

106,4

42,63

5 —

—

—

—

—

—

—

—

—

Write

-offs

—

—

—

—

—

—

—

(27,8

95)

(33,0

26)

—

(60,9

21)

End

of th

e fin

ancia

l yea

r 10

6,111

,476

1,155

,498,0

75

3,947

,597

33,02

7,269

79

7,909

35

2,341

93

7,242

1,8

83,82

0 49

3,177

1,6

62,91

5 1,3

04,71

1,821

Accu

mula

ted

depr

ecia

tion

Begi

nning

of t

he

fin

ancia

l yea

r

—

13,43

5,723

12

0,796

1,9

00,33

5 7,1

41

9,371

45

,113

75,69

8 16

,999

118,9

18

15,73

0,094

Char

ge fo

r the

fin

ancia

l yea

r

—

40,03

1,901

43

1,449

7,7

70,31

0 17

,140

53,56

3 34

8,318

11

2,058

66

,180

161,7

82

48,99

2,701

Disp

osal

s

—

(1,51

6,634

) (6

5,465

) (5

23,22

0)

—

—

—

—

—

—

(2,10

5,319

)

End

of th

e fin

ancia

l yea

r —

51

,950,9

90

486,7

80

9,147

,425

24,28

1 62

,934

393,4

31

187,7

56

83,17

9 28

0,700

62

,617,4

76

Accu

mula

ted

impa

irmen

t loss

Begi

nning

of t

hefin

ancia

l yea

r

—

—

—

—

—

—

—

—

—

—

—Ch

arge

for t

he

fin

ancia

l yea

r

—

46,77

4,361

—

—

—

—

—

—

—

—

46

,774,3

61Di

spos

als

—

(8

,274,3

61)

—

—

—

—

—

—

—

—

(8,27

4,361

) En

d of

the

finan

cial y

ear

—

38,50

0,000

—

—

—

—

—

—

—

—

38

,500,0

00

Net b

ook v

alue

106,1

11,47

6 1,0

65,04

7,085

3,4

60,81

7 23

,879,8

44

773,6

28

289,4

07

543,8

11

1,696

,064

409,9

98

1,382

,215

1,203

,594,3

45



13 PROPERTY, PLANT AND EQUIPMENT (CONTINUED)

(i) Included in the property, plant and equipment are motor vehicles and office equipment which were acquired by means of finance lease arrangements with net carrying amounts of RM44,438 (2013: RM453,105).

(ii) Borrowing costs amounting to RM4,075,414 (2013: RM5,368,374) were capitalised as vessels under construction during the financial year.

(iii) All the vessels have been charged to secure against the borrowings granted to the Group as disclosed in Note 24.

(iv) Drydocking expenditure accrued of RM4,254,937 (2013:RM4,079,541) was capitalised as at the financial year ended 31 December 2014.

14 INTANGIBLE ASSETS Acquired charter Goodwill contracts Total RM RM RM

Group

At 31 December 2014

CostBeginning of the financial year 180,643,348 44,880,000 225,523,348

Accumulated amortisation

Beginning of the financial year — (29,989,333) (29,989,333)Amortisation charge during the financial year — (11,758,667) (11,758,667)

End of the financial year — (41,748,000) (41,748,000)

Net book value

End of the financial year 180,643,348 3,132,000 183,775,348

At 31 December 2013

CostBeginning of the financial year 180,643,348 44,880,000 225,523,348

Accumulated amortisation

Beginning of the financial year — (10,601,333) (10,601,333)Amortisation charge during the financial year — (19,388,000) (19,388,000)

End of the financial year — (29,989,333) (29,989,333)

Net book value

End of the financial year 180,643,348 14,890,667 195,534,015



14 INTANGIBLE ASSETS (CONTINUED)

Acquired charter contracts

Amortisation of acquired charter contracts is included in other expenses in the statements of comprehensive income.

Goodwill

Goodwill represents the excess of cost of acquisition over the fair value of the net assets of acquisitions of its subsidiaries during the financial year ended 31 December 2012.

The goodwill acquired is reviewed for impairment annually or more frequently if events or changes in circumstances indicate that the carrying value may be impaired. For impairment testing purposes, goodwill is monitored by management based on a group of CGUs which represent the Group’s overall ship operation business.

The Group is expected to benefit from the synergies of the acquisitions and streamlined organisation resulting in cost efficiencies in the areas of procurement, crewing, chartering and shared services functions.

The recoverable amount of the Group’s CGUs has been determined based on VIU calculations. The VIU calculations apply a discounted cash flow model using cash flow projections based on financial budgets approved by the Directors and forecast covering a 5 years period and applying a terminal value multiple using longer-term sustainable growth rates as stated below.

The key assumptions used in the VIU calculations are as follows:

2014 2013

Terminal growth rate 3.0% 3.0%Discount rate 12.5% 13.9%

The discount rates used are pre-tax and reflect specific risks relating to the CGUs. The discount rates applied to the cash flow projections are derived from the cost of capital plus a reasonable risk premium at the date of assessment of the CGUs. Management determined budgeted vessel utilisation rates based on past performance and its expectation of market development. The weighted average growth rates used are consistent with forecasts included in industry reports.

Sensitivity to changes in assumptions

Changing the assumptions selected by Management could significantly affect the Group’s results. The Group’s review includes the sensitivity of key assumptions to the cash flow projections.

Management is of the view that no impairment loss is required during the financial year as the recoverable amount is in excess of the carrying amount by RM1,657,741. The circumstances where a reasonable possible change in key assumptions will result in the recoverable amounts of the CGUs to equal the corresponding carrying values, having incorporated the consequential effects on other variables, are as follows:

2014 2013

Terminal growth rate 2.9% 1.3%Discount rate 12.5% 14.8%



15 INVESTMENT IN A JOINT VENTURE Group 2014 RM

Unquoted shares, at cost 4,132,742Share of post-acquisition reserves 36,119 4,168,861

At 1 January —Share of profit 36,119

At 31 December 36,119

The joint venture listed below has share capital consisting solely of ordinary shares, which is held indirectly by a subsidiary of the Company.

Details of the jointly controlled entity are as follows: Name of company Principal activities Group’s effective interest Country of 31.12.2014 31.12.2013 incorporation % % Icon-FOB Holdings (L) Inc.* Leasing of vessels 51% 100 MalaysiaIcon-FOB 1 (L) Inc.*^ Leasing of vessels 51% 100 Malaysia

* Audited by PricewaterhouseCoopers (“PwC”), Malaysia.^ Icon-FOB 1 (L) Inc. is a wholly owned subsidiary of Icon-FOB Holding (L) Inc.

Icon FOB Holdings (L) Inc.’s financial year end is 31 December.

Icon FOB Holdings (L) Inc. is a private company and there is no quoted market price available for its shares. There are no commitments and contingent liabilities relating to the Company’s interest in the joint venture.

Summarised financial information for joint venture

Set out below are the summarised financial information for Icon-FOB Holdings (L) Inc. group which is accounted for using the equity method: Group 2014 RM

Assets and liabilities

CurrentCash and cash equivalents 166,323Other current assets 11,220

Total current assets 177,543



15 INVESTMENT IN A JOINT VENTURE (CONTINUED)

Group 2014 RM

Assets and liabilities (continued)

Current (continued)Current financial liabilities (3,799,834)Other current liabilities (54,976)

Total current liabilities (3,854,810)

Non-currentAssets 11,851,504

Net Assets 8,174,237

Summarised statement of comprehensive income Group 2014 RM

Profit from continuing operations 110,821Income tax expense (40,000)

Profit for the financial year/Total comprehensive income for the financial year 70,821

The following shows the reconciliation of the summarised financial information presented to the carrying amount of the Group’s interest in the joint venture:

2014 RM

Opening net liabilities at 1 January (28,313)Issuance of ordinary shares 8,131,729Profit for the financial year 70,821

Closing net assets 8,174,237

Post-acquisition interest in joint venture @ 51% 4,168,861

Carrying value 4,168,861



16 INVESTMENT IN SUBSIDIARIES Company

2014 2013 RM RM

Unquoted shares, at cost 489,327,819 489,327,819Amounts due from subsidiaries 339,894,979 —

829,222,798 489,327,819

The advances are unsecured and is non-interest bearing with no fixed terms of repayment. The Company does not currently anticipate any repayment of the advances. These advances has been treated as an extension of its investment in subsidiaries.

The details of the Company’s subsidiaries are as follows:

Country of The Company’s effective interestNames of subsidiaries incorporation Principal activities 2014 2013 % %

Direct subsidiaries

Icon Ship Management Malaysia Ship management 100 100 Sdn. Bhd. services to the oil and gas and related industries

Icon Fleet Sdn. Bhd. Malaysia Investment holding 100 100

Icon Offshore Group Malaysia Provision of services 100 100 Sdn. Bhd. for the oil and gas industry

Indirect subsidiaries

Omni Marine Sdn. Bhd. Malaysia Vessel owner, operator and 100 100 provision of vessel services for the oil and gas industry

Omni Triton Sdn. Bhd. Malaysia Dormant 100 100

Omni Power Sdn. Bhd. Malaysia Dormant 100 100

Omni Ventures Sdn. Bhd. Malaysia Dormant 100 100

Omni Offshore (L) Inc.# Malaysia Leasing of vessels 100 100

Omni Emery (L) Inc.# Malaysia Leasing of vessels 100 100

Omni Flotilla (L) Inc.# Malaysia Leasing of vessels 100 100

Omni Victory (L) Inc.# Malaysia Leasing of vessels 100 100



16 INVESTMENT IN SUBSIDIARIES (CONTINUED)

The details of the Company’s subsidiaries are as follows: (continued)


Indirect subsidiaries (continued)

Omni Marissa (L) Inc.# Malaysia Leasing of vessels 100 100

Omni Stella (L) Inc.# Malaysia Leasing of vessels 100 100

Icon Azra (L) Inc.# Malaysia Leasing of vessels 100 100

Icon Samudera (L) Inc.# Malaysia Leasing of vessels 100 100

Icon Ikhlas (L) Inc.# Malaysia Leasing of vessels 100 100

Icon Zara (L) Inc.# Malaysia Leasing of vessels 100 100

Icon Waja (L) Inc.#& Malaysia Leasing of vessels 100 100

Icon Corridor (L) Inc. # Malaysia Leasing of vessels 100 100

Icon Ocean (L) Inc.# Malaysia Leasing of vessels 100 100

Icon Puteri 1 (L) Inc.# Malaysia Leasing of vessels 100 100

Icon Puteri 2 (L) Inc.# Malaysia Leasing of vessels 100 100

Icon Dawai (L) Inc.# Malaysia Leasing of vessels 100 100

Icon Huma (L) Inc.# Malaysia Leasing of vessels 100 100

Icon Sari (L) Inc.# Malaysia Leasing of vessels 100 100

Icon Biru 1 (L) Inc.# Malaysia Leasing of vessels 100 100

Icon Biru 2 (L) Inc.# Malaysia Leasing of vessels 100 100

Icon Dahan 1 (L) Inc.# Malaysia Leasing of vessels 100 100

Icon Dahan 2 (L) Inc.# Malaysia Leasing of vessels 100 100

Icon Pinang 1 (L) Inc.# Malaysia Leasing of vessels 100 100






16 INVESTMENT IN SUBSIDIARIES (CONTINUED)

The details of the Company’s subsidiaries are as follows: (continued)


Indirect subsidiaries (continued)

Icon Piai 1 (L) Inc.# Malaysia Leasing of vessels 100 100

Icon Piai 2 (L) Inc.#& Malaysia Leasing of vessels 100 100

Icon Gaya (L) Inc.# Malaysia Leasing of vessels 100 100

Icon Aliza (L) Inc.#& Malaysia Leasing of vessels 100 100

Icon Tigris (L) Inc.# Malaysia Leasing of vessels 100 100

Icon Lotus (L) Inc.# Malaysia Leasing of vessels 100 100

Icon Sophia (L) Inc.# Malaysia Leasing of vessels 100 100

Icon Kayra (L) Inc.# Malaysia Leasing of vessels 100 100

Icon Maritime Training Centre Sdn. Bhd. Malaysia Maritime training 100 100

Omni Gulf Sdn. Bhd.^ Malaysia Dormant — 100

Omni Fleet Sdn. Bhd.^ Malaysia Dormant — 100

ICON Bahtera (B) Sdn. Bhd.*+ Brunei Leasing of vessels 100 —

ICON Pioneer (L) Inc. *&# Malaysia Leasing of vessels 100 —

ICON Astrid (L) Inc. *&# Malaysia Leasing of vessels 100 —

ICON Andra (L) Inc. *&# Malaysia Leasing of vessels 100 —

ICON Explorer (L) Inc. *&# Malaysia Dormant 100 —

# Incorporated in the Federal Territory of Labuan, under the Labuan Companies Act, 1990.* Incorporated during the financial year ended 31 December 2014.& These entities have yet to commence operations. ^ Omni Fleet Sdn. Bhd and Omni Gulf Sdn. Bhd have been de-registered from Companies Commission of

Malaysia (“CCM”) on 29 April 2014 and 27 August 2014, respectively. + Audited by a firm other than PwC.



17 DEFERRED TAXATION

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when deferred taxes relate to the same tax authority. The following amounts, determined after appropriate offsetting, are shown in the statements of financial position.


Deferred tax assets- recoverable after more than 12 months 42,726,132 34,331,490 — —- recoverable within 12 months 2,461,955 6,973,048 — — Deferred tax liabilities- recoverable after more than 12 months (1,076,959) (1,310,213) — —- recoverable within 12 months (526,800) (952,119) — —

Deferred tax assets (net) 43,584,328 39,042,206 — —

Subject to income tax:

Deferred tax assets- property, plant and equipment 46,266,885 48,306,620 — —- unused tax losses 404,297 — — —- provisions 1,075,809 — — —

Offsetting (2,558,904) (7,002,081) — —

Deferred tax assets (after offsetting) 45,188,087 41,304,539 — —

Deferred tax liabilities- property, plant and equipment (3,379,828) (5,541,893) — —- intangible assets (782,835) (3,722,521) — —

Offsetting 2,558,904 7,002,081 — —

Deferred tax liabilities (after offsetting) (1,603,759) (2,262,333) — —



17 DEFERRED TAXATION (CONTINUED)

The movements during the financial year relating to deferred taxation are as follows:


Beginning of financial year 39,042,206 (62,885,229) — —

Credited to the profit or loss: (Note 10)- property, plant and equipment 1,602,455 97,080,391 — —- intangible assets 2,939,667 4,847,044 — —

Deferred tax assets (after offsetting) 43,584,328 39,042,206 — —

The amount of unutilised capital allowances and unutilised tax losses (both of which have no expiry date) of the Company’s subsidiary, for which no deferred tax asset is recognised in the statements of financial position as it is not probable that taxable profit will be available against which these temporary differences can be utilised are as follows:


Unutilised capital allowances 20,330,555 21,416,773 — —Unutilised tax losses 109,155 109,155 — —

18 TRADE AND OTHER RECEIVABLES


Trade receivables 74,588,472 68,387,229 — —Other receivables 14,197,089 15,006,169 — —Prepayments 3,290,356 3,180,017 342,025 —

92,075,917 86,573,415 342,025 —

Group

2014 2013 RM RM

Trade and other receivablesTrade receivables 75,645,240 72,951,151Other receivables 14,431,407 15,006,169Less: Impairment of receivables (1,291,086) (4,563,922)

88,785,561 83,393,398



18 TRADE AND OTHER RECEIVABLES (CONTINUED)

Trade receivables are denominated in Ringgit Malaysia, Brunei Dollar and US Dollars.

The credit term of trade receivables ranges from 30 days to 60 days (2013: 30 days to 60 days).

Ageing analysis of trade and other receivables

As at the end of the financial year, the trade and other receivables ageing is as follows: Group

2014 2013 RM RM

Neither past due nor impaired 46,345,300 64,908,048One month past due but not impaired 15,423,807 9,156,537Two to six months past due but not impaired 25,009,694 9,328,813More than six months past due but not impaired 2,006,760 —

88,785,561 83,393,398Impaired 1,291,086 4,563,922

90,076,647 87,957,320

Other receivables are neither past due nor impaired.

Trade and other receivables that are neither past due nor impaired

None of the Group’s trade receivables and other receivables that are neither past due nor impaired have been renegotiated during the financial year.

Trade receivables that are past due but not impaired

Based on past experience and no adverse information to date, Management are of the opinion that no impairment is necessary in respect of these balances as there has not been a significant change in the credit quality and the balances are still considered fully recoverable.

Trade receivables that are impaired Group

2014 2013 RM RM

Trade receivables - nominal amounts 1,291,086 4,563,922Less: Impairment of receivables (1,291,086) (4,563,922)

— —

Movement in impairment of receivables:

Beginning of the financial year 4,563,922 2,101,196 Written off during the financial year (1,400,322) — Charge during the financial year 316,790 4,208,119 Reversal during the financial year (2,189,304) (1,745,393)

End of the financial year 1,291,086 4,563,922

Impairment of trade receivables are individually determined by the Group and the Company. The individually impaired trade receivables mainly relate to customers which are in unexpectedly difficult economic situations or disputed debts. These receivables are not secured by collateral.



19 AMOUNTS DUE FROM/(TO) SUBSIDIARIES

Amounts due from/(to) subsidiaries are unsecured, interest-free and repayable on demand.

20 ASSETS HELD FOR SALE Group

2014 2013 RM RM

Beginning of the financial year — 39,825,081Impairment — (2,010,000)Disposals — (37,815,081)

End of the financial year — —

Assets held for sale relates to Icon Ship Management Sdn. Bhd.’s well testing vessel and well testing equipment which have been presented as held for sale following the approval of Icon Ship Management Sdn. Bhd.’s Board of Directors in 2012. The disposal of the well testing vessel and well testing equipment was completed on 27 May 2013 and 4 July 2013, respectively.

21 CASH AND BANK BALANCES


Fixed deposits with licensed banks 8,750,301 15,131,852 10,510,862 —Bank balances 65,951,048 32,133,694 23,682,193 —Cash in hand 116,856 37,247 2 2

Cash and bank balances 74,818,205 47,302,793 34,193,057 2Less: Deposits pledged as security (6,283,478) (7,191,397) — —

Cash and cash equivalents 68,534,727 40,111,396 34,193,057 2

The interest rates of deposits of the Group at the reporting date range from 2.75% to 3.60 % per annum (2013: 2.20% to 3.60%).



22 TRADE AND OTHER PAYABLES


Current:Trade payables 12,403,199 18,719,012 — —Other payables 4,027,394 3,784,050 858,573 549,379Accruals 13,325,331 11,352,744 — —

29,755,924 33,855,806 858,573 549,379

Non-current:Trade payables — 1,582,775 — —

29,755,924 35,438,581 858,573 549,379

The total trade and other payables are mainly denominated in Ringgit Malaysia with credit terms of 30 days (2013: 30 days).

23 AMOUNTS DUE TO IMMEDIATE HOLDING COMPANY


Amount due to immediate holding company:- Hallmark Odyssey Sdn. Bhd. — 52,650,100 — 53,052,744

Included in financial year ended 31 December 2013 is an amount due to Hallmark Odyssey Sdn. Bhd. which is unsecured, subject to interest of 5.0% per annum and repayable on demand. The amount has been fully settled during the financial year ended 31 December 2014.

24 BORROWINGS


Current: Bank borrowings - term loans 129,400,093 126,503,128 — — - revolving credit (Commodity Murabahah Financing-i) — 40,466,802 — — RCPS-i — 235,600,000 — 235,600,000 Finance lease liabilities 77,506 72,239 — —

129,477,599 402,642,169 — 235,600,000



24 BORROWINGS (CONTINUED)


Non-current: Bank borrowings - term loans 538,939,626 700,502,513 — — Finance lease liabilities 66,149 107,292 — —

539,005,775 700,609,805 — —

Total borrowings 668,483,374 1,103,251,974 — 235,600,000

The table below shows the carrying amounts and fair value of the borrowings, by valuation method. The different levels have been defined as follows:

Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

Level 3: Inputs for the asset or liability that are not based on observable market data (unobservable inputs).

The fair value of the borrowings are estimated using the income approach, by discounting the cash flows based on the market interest rates of a comparable instrument. This is a Level 2 fair value measurement.

Carrying amount Fair value 2014 2013 2014 2013 RM RM RM RMGroupFixed rate term loans 189,721,045 244,264,507 191,261,072 244,964,293RCPS-i — 235,600,000 — 235,600,000

Carrying amount Fair value 2014 2013 2014 2013 RM RM RM RMCompanyRCPS-i — 235,600,000 -— 235,600,000

The range of interest/profit rates (per annum) are as follows:

Group Company 2014 2013 2014 2013 % % % %

Term loans 3.00 - 7.75 3.00 - 7.75 — —Revolving credit 6.21 6.15 — —RCPS-i 4.78 4.78 4.78 4.78



24

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6




The term loans were secured as follows (either single security or combination of securities):

(i) Fixed charges over vessels.(ii) Assignment of insurance policies for the vessels charged in (i) above.(iii) Assignment of charter proceeds for the vessels charged in (i) above.(iv) Assignment of ship building contracts for the vessels charged in (i) above.

The term loans facilities were arranged to finance the construction and purchase of vessels for the Group.

As at 31 December 2014, the Company’s subsidiaries have provided bank guarantees, tender bonds and bid bonds amounting to RM18,800,000 primarily due to the tendering of new contracts and as financial guarantee for the performance of the Group’s charter contracts by the Company’s subsidiaries and corporate guarantees for loan obtained by the Group.

Finance lease liabilities Group

2014 2013 RM RM

Minimum lease payment:- Not later than 1 year 95,168 95,733- Later than 1 year and not later than 5 years 91,533 148,068

186,701 243,801Future finance charges (43,046) (64,270)

Present value of finance lease liabilities 143,655 179,531

Principal portion payables:- Not later than 1 year 77,506 72,239- Later than 1 year and not later than 5 years 66,149 107,292

Present value of finance lease liabilities 143,655 179,531

(i) ISLAMIC REDEEMABLE CONVERTIBLE PREFERENCE SHARES (“RCPS-i”)

The Company has issued the RCPS-i on 20 September 2012 to finance the acquisition of Icon Ship Management Sdn. Bhd. The salient terms were as follows:

(a) The RCPS-i is at an issue price of RM1.00 each and par value of RM0.01 each.

(b) The Company shall have the discretion whether to declare any dividend as well as quantum of such dividend subject always to:

a. No dividend is payable to RCPS-i if no dividend is declared for the Ordinary Shareholders for the relevant financial year/period; and

b. Any dividend, if declared, is a non-cumulative preferential dividend, in priority over all ordinary shares, where the dividend rate is equivalent to the dividend rate of the Company’s Ordinary Shares declared for the same financial year/period and calculated based on the par value of the RCPS-i.

The right of RCPS-i holders to receive the non-cumulative preferential dividend ceases once the RCPS-i are converted to the Company’s ordinary shares.




(i) ISLAMIC REDEEMABLE CONVERTIBLE PREFERENCE SHARES (“RCPS-i”) (CONTINUED)

(c) Subject to the approvals obtained from all the relevant authorities for the proposed listing of the Company on the Main Market of Bursa Malaysia Securities Berhad via an initial public offering or a reverse take-over (“Listing Exercise”) within 2 years from the date of issuance of RCPS-i, the RCPS-i is converted into fully paid-up new ordinary shares of RM1.00 each in the Company. The RCPS-i which have been converted into ordinary shares of the Company will cease to have any preference or priority and the newly issued ordinary shares shall rank pari passu with the ordinary shares of the Company.

(d) Each RCPS-i is convertible at the conversion price of RM1.00 or equivalent to a conversion ratio of 1 RCPS-i for 1 new ordinary shares of the Company.

(e) In the event of a bonus issue of the Company’s ordinary shares or any other securities by the Company to the Ordinary Shareholders, the RCPS-i holders are entitled to a bonus issue on the same basis as the bonus issue of the Company’s ordinary shares and as may be determined by the Company.

(f) In the event of repayment of capital by the Company, each RCPS-i holder is entitled to participate in such repayment and will rank pari passu with the then existing Ordinary Shareholders.

(g) In the event that the approvals of the relevant authorities for the Listing Exercise are not obtained or the Company’s shares are not admitted to the Official List of Bursa Securities on or before the Maturity Date, then on the Maturity Date, all outstanding RCPS-i will be redeemed by the Company at the Redemption Price (110% of the issue price).

(h) The RCPS-i shall carry no right to vote at any general meeting of the Company except with regards to any proposal to reduce the capital of the Company, to dispose of the whole of the Company’s property, business and undertaking, to wind up the Company, during the winding up of the Company and on any proposal that affects the rights attached to the RCPS-i. In any such case, the RCPS-i Holders are entitled to vote as a separate class of shareholders in matters affecting only the rights of the RCPS-i.

(i) The RCPS-i shall rank pari passu amongst themselves. The RCPS-i Holders are also entitled to receive notices, reports and audited financial statements and attend any general meetings of the Company.

(j) The Company’s new shares to be issued upon conversion of the RCPS-i shall upon allotment and issue rank pari passu in all respects with the Company’s issued shares including the entitlements to dividends, rights, allotments or other distributions except they shall not be entitled to:

a. Any dividend in respect of the financial year preceding that in which the Company’s shares are issued; and

b. Rights, allotments and distributions, declared by the Company which entitlement date thereof precedes the relevant allotment date.

The RCPS-i were converted to 440,000,000 ordinary shares of RM0.50 each on 23 May 2014.



25 SHARE CAPITAL AND SHARE PREMIUM

SHARE CAPITAL Group/Company 2014 2013 RM RM

Authorised: Ordinary shares of RM0.50 (2013: RM1) each: Beginning of the financial year 597,000,000 597,000,000 Created during the financial year 900,000,000 —

End of the financial year 1,497,000,000 597,000,000

RCPS-i of RM0.01 each: Beginning of the financial year 3,000,000 3,000,000 Created during the financial year — —


Issued and fully paid: Ordinary shares of RM0.50 (2013: RM1) each: Beginning of the financial year 257,720,050 257,720,050 Issued during the financial year at RM0.50 each pursuant to:IPO 110,872,500 —RCPS- i conversion to ordinary shares 220,000,000 —


RCPS-i of RM0.01 with a premium of RM0.99: Beginning of the financial year 220,000,000 220,000,000 RCPS- i conversion to ordinary shares (220,000,000) —

End of the financial year — 220,000,000

SHARE PREMIUM Group/Company 2014 2013 RM RM

Beginning of the financial year — —Share premium on ordinary shares pursuant to IPO 299,355,750 —Share issuance expenses capitalised (8,115,445) —Share premium upon RCPS- i conversion to ordinary shares 19,969,775 —

End of the financial year 311,210,080 —

The Company was listed on the Main Market of Bursa Malaysia Securities Berhad on 25 June 2014 after an Offer for Sale of approximately 289.02 million Offer Shares and the IPO of approximately 221.75 million. Total gross proceeds of approximately RM410.23 million were raised from the IPO.



26 CAPITAL COMMITMENTS Group

2014 2013 RM RM

Approved and contracted for: Property, plant and equipment 278,243,175 237,772,423

27 SIGNIFICANT RELATED PARTY TRANSACTIONS

Parties are considered related if the party has the ability to control the other party or exercise significant influence over the other party in making financial or operational decisions.

The Group is controlled by Yayasan Ekuiti Nasional, a foundation incorporated in Malaysia formed by the Malaysian Federal Government.

(i) The related parties and their relationships with the Company, are as follows:

Related parties Relationship

Yayasan Ekuiti Nasional Ultimate holding foundation Hallmark Odyssey Sdn. Bhd. Immediate holding company E-Cap (Internal) One Sdn. Bhd. Intermediate holding company Icon Ship Management Sdn. Bhd. Subsidiary Icon Fleet Sdn. Bhd. Subsidiary

Key management personnel

Key management personnel of the Group comprise members of the senior management team who are directly responsible for the financial and operating policies and decisions of the Group and the Company. The remuneration of key management personnel paid by the Group and the Company during the financial year was as follows:


Salaries and bonus 2,985,146 2,631,207 2,716,550 2,349,600Defined benefit plan 556,548 466,207 516,148 429,600

3,541,694 3,097,414 3,232,698 2,779,200

In addition, employees of the Group received payments of RM76.8 million from the ultimate holding foundation pursuant to a cash bonus management incentive plan linked to the achievement of set targets determined at the point of investment by the ultimate holding foundation in the Company. Included in the amounts were RM68 million paid for key management personnel.



27 SIGNIFICANT RELATED PARTY TRANSACTIONS (CONTINUED)

(ii) Significant related party transactions

In addition to related party disclosures mentioned elsewhere in the financial statements, set out below are other significant related party transactions. The related party transactions described below were carried out on terms and conditions agreed with related parties.

Company

2014 2013 RM RM

Interest income from a subsidiary 1,283,550 2,420,164

Advances to Icon Fleet Group 139,650,360 12,992,986

Advances to Icon Ship Management Sdn. Bhd. 176,089,959 —

(iii) Significant related party balances

Included in the Group’s and the Company’s statements of financial position are the following significant related party balances arising from normal business transactions:


Amount due to immediate holding company - Non-trade — 52,650,100 — 53,052,744

The transactions have been entered into in the normal course of business at terms mutually agreed between the parties.

Apart from the transactions disclosed above, the Group has entered into transactions that are collectively, but not individually significant with other government-related entities. These transactions include vessel chartering, drydocking expenditure and repairs and maintenance. They are conducted in the ordinary course of the Group’s business on terms consistently applied in accordance with the Group’s internal policies and processes.


28 FINANCIAL INSTRUMENTS BY CATERGORY

Analysis of the financial instruments for the Group and the Company are as follows: Group Company 2014 2013 2014 2013 RM RM RM RM

Financial assets - Loans and receivables:

Trade receivables 74,588,472 68,387,229 — —Other receivables excluding prepayments 14,197,089 15,006,169 — —Cash and bank balances 74,818,205 47,302,793 34,193,057 2Amounts due from subsidiaries — — — 53,052,744

163,603,766 130,696,191 34,193,057 53,052,746

Financial liabilities at amortised costs:

Trade payables 12,403,199 20,301,787 — —Other payables and accruals 17,352,725 15,136,794 858,573 549,379Borrowings 668,339,719 1,103,072,443 — 235,600,000Finance lease liabilities 143,655 179,531 — —Amount due to immediate holding company — 52,650,100 — 53,052,744Amount due to subsidiaries — — 4,382,726 14,370,443

698,239,298 1,191,340,655 5,241,299 303,572,566

29 APPROVAL OF FINANCIAL STATEMENTS

The financial statements have been authorised for issue in accordance with a resolution of the Board of Directors dated 30 March 2015.




30 DISCLOSURE OF REALISED AND UNREALISED RETAINED PROFITS

The following analysis is prepared in accordance with Special Matter No. 1, Determination of Realised and Unrealised Profits or Losses in the context of disclosure pursuant to Bursa Malaysia Securities Berhad Listing Requirements, as issued by the Malaysian Institute of Accountants (“MIA Guidance”) and the directive of Bursa Malaysia Securities Berhad.

The breakdown of retained profits/(accumulated losses) of the Group and of the Company as at the balance sheet date, into realised and unrealised profits, pursuant to the directive, is as follows:


Total retained profits/(accumulated losses):- Realised 398,947,127 334,771,316 (41,288,549) (18,912,051)- Unrealised 43,067,876 38,285,992 — —

442,015,003 373,057,308 (41,288,549) (18,912,051)

Total share of profit from a joint venture:- Realised 36,119 — — —

442,051,122 373,057,308 (41,288,549) (18,912,051)Less: Consolidation adjustments (261,053,056) (251,413,381) — —

Total retained profit/(accumulated losses) as per financial statements 180,998,066 121,643,927 (41,288,549) (18,912,051)


The Group presents selected adjusted financial information of the Group consolidated statements of comprehensive income for the financial year ended 31 December 2014 and 31 December 2013, adjusting for certain exceptional items in line with the Group’s prospectus dated 30 May 2014 in relation to our Company’s initial public offering (“Prospectus”), as described below (“Adjustments”) which arose as a result of the following events:

1. the acquisition of Icon Ship Management Sdn Bhd (“ICON Ship”) which was completed on 20 July 2012 and the acquisition of Icon Fleet Sdn Bhd (“ICON Fleet”) which was completed on 28 September 2012; and

2. the strategic consolidation of ICON Ship and ICON Fleet and review of our business plan in consequence of the strategic consolidation.

This section is to provide a better and fairer understanding of our financial performance as well as the trends relating thereto, and should be read in conjunction with the Prospectus.

(i) Adjustments relating to the acquisition of ICON Ship and ICON Fleet

(a) Amortisation of intangible assets relating to acquired charter contracts

The Company is required to recognise all the identifiable assets and liabilities of ICON Fleet and ICON Ship, based on a purchase price allocation exercise as at the acquisition date of the acquisition of ICON Ship and acquisition of ICON Fleet. The purchase price allocation exercise includes measurement of the assets and liabilities that were not previously recognised by ICON Ship and ICON Fleet such as intangible assets and also to measure the identifiable assets and liabilities at their respective fair values.

Based on the purchase price allocation exercise for the acquisition of ICON Ship and ICON Fleet, the charter contracts of ICON Ship and ICON Fleet have been separately identified and measured at fair value, and have also been recognised as intangible assets on the respective acquisition dates. The fair value of the charter contracts is the present value of the net cash flows from the remaining contract period of the respective charter contracts as at the acquisition date after deducting the corresponding estimated operation costs. The acquired charter contracts have a finite useful life and the recognised fair value of these contracts is required to be amortised using a straight-line method over the remaining contract periods which range from one year to four years from acquisition date.

The Group do not expect to recognise additional intangible assets pursuant to these acquisitions. Also, given that the acquired charter contracts have a finite useful life, the carrying amount of the intangible assets relating to the acquired charter contracts of RM3.1 million as at 31 December 2014 is expected to be fully amortised by the fourth quarter of financial year ending 31 December 2015.

(b) RCPS-i profit rate

The RCPS-i were issued after the completion of the acquisition of ICON Ship and according to the terms of the RCPS-i, the RCPS-i will only be redeemed at 110% of its issue price if our Company’s IPO does not happen within two years from the date of issuance. In other words, the actual RCPS-i profit rate will only be payable in the event the RCPS-i are redeemed. Since all the RCPS-i were mandatorily converted into our shares on 23 May 2014 following the receipt of all relevant authorities’ approvals for our IPO, the profit rate on the RCPS-i was not payable in cash.

The accrued amount of the RCPS-i profit rate recognised in our financial statements has been reversed and reclassified to equity following the conversion of all the RCPS-i into ordinary shares on 23 May 2014.

SUPPLEMENTAL INFORMATIONADJUSTMENTS TO SELECTED FINANCIAL INFORMATION


This section is to provide a better and fairer understanding of our financial performance as well as the trends relating thereto, and should be read in conjunction with the Prospectus. (continued)

(ii) Adjustments relating to the strategic consolidation and subsequent review of the Group business plan.

In consequent of the strategic consolidation, the Group undertook an overall review of our fleet whereupon the Group decided to focus on newer and higher specification Offshore Supply Vessels (“OSV”) (being vessels with at least 5,000 BHP and above, and/or equipped with at least a Dynamic Positioning Class Two (“DP 2”) system) which led to the divestment of our non-OSV, lower specification and older OSVs as well as an impairment assessment of these vessels and their related assets where an analysis was performed to assess whether the carrying amounts of these vessels and their related assets are higher or lower than their recoverable amount as follows:

(a) Gain on disposal of vessels

For the current financial year ended 31 December 2014, the Group had disposed two lower specification vessel which gave rise to a net gain on disposal of RM4.7 million. In the financial year ended 31 December 2013, the Group had disposed one non-OSV vessel and one AHT vessel which gave rise to a net gain on disposal of RM1.3 million. The tax impact on the proceed on disposal of these vessels amounted to RM3.1 million in the financial year ended 31 December 2014 as compared to RM14.4 million in the financial year ended 31 December 2013.

(b) Impairment of assets

The Group recognised an impairment of RM48.7 million in the financial year ended 31 December 2013 for the impairment of seven OSVs and well testing equipments.

(iii) IPO Related Expenses

During the current financial year ended 31 December 2014, the Group incurred IPO related expenses amounted to RM14.6 million and the Group utilised RM124.0 million of the IPO proceeds for repayment of bank borrowings where the transaction cost of the respective borrowings were written off in accordance with accounting standards.

SUPPLEMENTAL INFORMATIONADJUSTMENTS TO SELECTED FINANCIAL INFORMATION (CONTINUED)


The table below sets out our Group’s Adjusted PAT

2014 2013 RM RM PAT 59,354,139 113,601,064Gain on disposal of OSV/ non-OSV (4,688,734) (1,360,520)

Other expenses:- Amortisation of intangible assets 11,758,667 19,388,000- Impairment of asset — 48,784,361

Administrative expenses:- IPO related expenses 14,655,481 —- Transaction costs written off 5,168,974 —

Profit rate of RCPS-i 4,346,774 11,000,000

Tax effect relating to:- Amortisation of intangible assets (2,939,667) (4,847,000)- Disposal of OSV/non-OSV 3,091,390 14,391,000- Transfer of vessels to Labuan subsidiaries — (111,383,000)

Adjusted PAT 90,747,024 89,573,905

The table below sets out a reconciliation of our Group’s PAT to EBITDA and Adjusted EBITDA:

2014 2013 RM RM

PAT 59,354,139 113,601,064Taxation (2,953,682) (96,046,223)

Profit before taxation 56,400,457 17,554,841Finance costs 50,137,941 57,508,370Depreciation 56,573,067 48,992,701Amortisation of intangible assets 11,758,667 19,388,000Share of profit from a joint venture (36,119) —

EBITDA 174,834,013 143,443,912Gain on disposal of OSV/ non-OSV (4,688,734) (1,360,520)Impairment of assets — 48,784,361IPO related expenses 14,655,481 —

Adjusted EBITDA 184,800,760 190,867,753

SUPPLEMENTAL INFORMATIONADJUSTMENTS TO SELECTED FINANCIAL INFORMATION (CONTINUED)


LIST OF PROPERTY

ADDRESS DESCRIPTION STATUS AGE OF PROPERTY NBV Lot 13837, Jalan Penghiburan, Shop Office Freehold 7 RM756,489 Bakau Tinggi,24000 Kemaman,Trengganu Darul Iman.


ANALYSIS OF SHAREHOLDINGS

DIRECTORS’ DIRECT AND DEEMED INTEREST IN THE COMPANY

As at 31 March 2015, the direct shareholding of our Directors in our Company is shown below:

DIRECTORS DIRECT INTEREST

1 Raja Tan Sri Dato’ Seri Arshad bin Raja Tun Uda 150,000

2 Dato’ Abdul Rahman bin Ahmad —

3 Datuk Wira Azhar bin Abdul Hamid —

4 Edwanee Cheah bin Abdullah 1,326,194

5 Datuk Abdullah bin Ahmad —

6 Dr. Jamal bin Yusof @ Gordon Duclos 54,882,812

7 Syed Yasir Arafat bin Syed Abd Kadir —

8 Madeline Lim May Ling 60,000

9 James William Iler —

As at 31 March 2015, there is no deemed interest shareholding by our Directors.

No. of Shareholders Total No. of Shareholders No. of Issued Shares Total No. of Issued SharesSIZE OF HOLDINGS Malaysian Foreign No. % Malaysian Foreign No. %

Less than hundred 23 1 24 0.25 985 71 1,056 0.00 100 - 1,000 600 1 601 6.23 516,164 100 516,264 0.04 1,001 - 10,000 4,890 18 4,908 50.89 28,999,774 120,000 29,119,774 2.47 10,001 - 100,000 3,633 45 3,678 38.13 112,408,434 1,682,036 114,090,470 9.69 100,001 to less than 5% of issued shares 410 22 432 4.48 403,393,648 33,102,300 436,495,948 37.08 5% and above of issued shares 2 — 2 0.02 597,061,588 0 597,061,588 50.72 TOTAL 9,558 87 9,645 100.00 1,142,380,593 34,904,507 1,177,285,100 100.00


ANALYSIS OF SHAREHOLDINGS (CONT’D)

TOP 30 SHAREHOLDERS BASED ON RECORD OF DEPOSITORS

Name of Shareholders No. of Shares % of Shares

1 HALLMARK ODYSSEY SDN BHD 497,768,820 42.28

2 LEMBAGA TABUNG HAJI 99,292,768 8.43

3 JAMAL BIN YUSOF @ GORDON DUCLOS 54,882,812 4.66

4 LEMBAGA TABUNG ANGKATAN TENTERA 35,548,200 3.02

5 AMANAHRAYA TRUSTEES BERHAD SKIM AMANAH SAHAM BUMIPUTERA 28,579,900 2.43

6 CITIGROUP NOMINEES (TEMPATAN) SDN BHD EMPLOYEES PROVIDENT FUND BOARD 28,549,300 2.43

7 SEMPENA FOKUS SDN BHD 28,313,168 2.41

8 AMANAHRAYA TRUSTEES BERHAAD AS 1MALAYSIA 14,782,600 1.26

9 RAHMAN BIN YUSOF 14,317,604 1.22

10 CITIGROUP NOMINEES (ASING) SDN BHD EXEMPT AN FOR CITIBANK NEW YORK (NORGES BANK 14) 10,850,000 0.92

11 HSBC NOMINEES (TEMPATAN) SDN BHD HSBC (M) TRUSTEE BHD FOR RHB-OSK KIDSAVE TRUST (3621) 9,903,300 0.84

12 PERMODALAN NASIONAL BERHAD 9,855,100 0.84

13 AMANAHRAYA TRUSTEES BERHAD AMANAH SAHAM MALAYSIA 9,855,000 0.84

14 MAYBANK NOMINEES (TEMPATAN) SDN BHD ETIQA TAKAFUL BERHAD (ANNUITY PIF EQ) 8,150,000 0.69

15 CARTABAN NOMINEES (ASING) SDN BHD GIC PRIVATE LIMITED FOR GOVERNMENT OF SINGAPORE © 7,245,000 0.62

16 CITIGROUP NOMINEES (TEMPATAN) SDN BHD EMPLOYEES PROVIDENT FUND BOARD (NOMURA) 5,545,200 0.47


TOP 30 SHAREHOLDERS BASED ON RECORD OF DEPOSITORS (CONTINUED)

Name of Shareholders No. of Shares % of Shares

17 AMANAHRAYA TRUSTEES BERHAD AMANAH SAHAM WAWASAN 2020 3,927,600 0.33

18 MAYBANK NOMINEES (TEMPATAN) SDN BHD ETIQA TAKAFUL BERHAD (GROUP PRF EQ) 3,838,900 0.33

19 HSBC NOMINEES (TEMPATAN) SDN BHD HSBC (M) TRUSTEE BHD FOR RHB-OSK EQUITY TRUST (3175) 3,500,000 0.30

20 RHB CAPITAL NOMINEES (TEMPATAN) SDN BHD PLEDGED SECURITIES ACCOUNT FOR HARRY LEE VUI KHIUN 3,437,200 0.29

21 MAYBANK INVESTMENT BANK BERHAD IVT 15 3,327,100 0.28

22 MAYBANK NOMINEES (TEMPATAN) SDN BHD PLEDGED SECURITIES ACCOUNT FOR HASSAN BIN ALI 2,770,300 0.24

23 CARTABAN NOMINEES (ASING) SDN BHD GIC PRIVATE LIMITED FOR MONETARY AUTHORITY OF SINGAPORE (H) 2,755,000 0.23

24 MAYBANK NOMINEES (TEMPATAN) SDN BHD PLEDGED SECURITIES ACCOUNT FOR ISY HOLDINGS SDN BHD 2,650,000 0.23

25 AMANAHRAYA TRUSTEES BERHAD AMANAH SAHAM DIDIK 2,463,800 0.21

26 HSBC NOMINEES (TEMPATAN) SDN BHD HSBC (M) TRUSTEE BHD FOR RHB-OSK SMART TREASURE FUND (4694-002) 2,455,300 0.21

27 MADON INVESTMENTS LTD 2,210,000 0.19

28 MAYBANK NOMINEES (TEMPATAN) SDN BHD ETIQA TAKAFUL BERHAD (ANNUITY PRF EQ) 2,035,000 0.17

29 CIMSEC NOMINEES (ASING) SDN BHD PLEDGED SECURITIES ACCOUNT FOR NOBLE PLAN SDN BHD 2,000,000 0.17

30 M&A NOMINEE (TEMPATAN) SDN BHD PLEDGED SECURITIES FOR TAN GEK HONG (PNG) 1,900,000 0.16

ANALYSIS OF SHAREHOLDINGS (CONT’D)


NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the First (1st) Annual General Meeting of the Company will be held at The Royale Chulan Hotel, 5, Jalan Conlay 50450 Kuala Lumpur, on Wednesday, 27 May 2015 at 10.00 a.m. for the following purposes:

AGENDA

AS ORDINARY BUSINESS 1. To receive the Audited Financial Statements for the financial year ended 31 December 2014 together with the

Reports of the Directors and Auditors thereon. (Please refer to Note A)

2. To re-elect the following Directors who are retiring pursuant to Article 106 of the Company’s Articles of Association and being eligible, have offered themselves for re-election :

(i) Dato’ Abdul Rahman Bin Ahmad Resolution 1(ii) Dr. Jamal Bin Yusof @ Gordon Duclos Resolution 2

3. To re-elect the following Directors who were appointed to the Board on 24 March 2015 and retire pursuant to Article 113 of the Company’s Articles of Association :

(i) Datuk Abdullah Bin Ahmad Resolution 3(ii) James William Iler Resolution 4 (Please refer to Note B)

4. To re-appoint Messrs PricewaterhouseCoopers as Auditors of the Company to hold office from the conclusion of this meeting until the conclusion of the next annual general meeting and to authorise the Directors to fix their remuneration. Resolution 5

AS SPECIAL BUSINESS

To consider and if thought fit, to pass the following Ordinary Resolutions :

5. Authority to Allot New Ordinary Shares pursuant to Section 132D of the Companies Act 1965 Resolution 6 “THAT, subject to the Companies Act, 1965, the Company’s Articles of Association and the approvals pursuant to

the Main Market Listing Requirements (Listing Requirements) of Bursa Malaysia Securities Berhad (Bursa Malaysia) and other relevant government/regulatory authorities, where such approval is necessary, the Directors be and are hereby empowered pursuant to Section 132D of the Companies Act 1965 (the Act) to issue new ordinary shares of RM0.50 each in the Company, from time to time and upon such terms and conditions and for such purposes and to such persons whomsoever the Directors may, in their absolute discretion deem fit and expedient in the interest of the Company, provided that the aggregate number of shares issued pursuant to this resolution does not exceed 10% of the issued and paid-up share capital for the time being of the Company and that the Directors be and are hereby empowered to obtain all necessary approvals from the relevant authorities for the issuance and listing and quotation for the additional shares so issued on Bursa Malaysia AND THAT such authority shall continue in force until the conclusion of the next annual general meeting of the Company”.


6. Authority to Purchase the Company’s Own Shares (Proposed Share Buy-Back) Resolution 7

“THAT subject to the Listing Requirements of Bursa Malaysia , the Act, compliance with the Company’s Articles of Association and all other applicable laws, regulations and the approval of all relevant governmental/ regulating authorities, the Company be and is hereby authorised to purchase such amount of ordinary shares of RM0.50 each in the Company’s issued and paid-up share capital through Bursa Malaysia upon such terms and conditions as the Directors of the Company may deem fit and expedient, in the interest of the Company provided that:

(i) the aggregate number of shares to be purchased and/or held by the Company pursuant to this resolution shall not exceed 10% of the total issued and paid-up ordinary share capital of the Company as at the point of purchased;

(ii) the maximum amount of funds to be utilised for the purpose of the Proposed Share Buy-Back shall not exceed the Company’s aggregate retained profits and/or share premium account at the time of purchase be allocated by the Company for the Proposed Share Buy-Back.

(iii) the authority conferred by this resolution shall commence immediately upon the passing of this resolution and shall continue to be in force until:

(a) the conclusion of the next annual general meeting of the Company following this Annual General Meeting, at which this shareholders’ mandate will lapse, unless by a resolution passed at the said annual general meeting, such authority is renewed either unconditionally or subject with conditions;

(b) the expiration of the period within which the next annual general meeting of the Company is by law required to be held; or

(c) the authority is revoked or varied by an ordinary resolution passed by the shareholders in general meeting;

whichever is the earlier.

THAT authority be and is hereby given to the Directors of the Company to decide, at their discretion, to retain as treasury shares, the ordinary shares in the Company so purchased or to cancel them or a combination of both and/or to resell them on Bursa Malaysia and/or to distribute them as share dividends.

AND THAT the Directors of the Company and/or any of them be and are hereby authorised and empowered to implement, finalise and do all acts and things to give effect to the Proposed Share Buy-Back with full powers to assent to any condition, modification, revaluation, variation and/or amendment (if any) as may be imposed by the relevant authorities and/or do all such acts and things as the Directors may deem fit and expedient in the best interest of the Company.”

7. To transact any other business for which due notice shall have been given.

BY ORDER OF THE BOARD

LIM POH SENG(MAICSA 7010899)Company Secretary

Dated: 5 May 2015

NOTICE OF ANNUAL GENERAL MEETING (CONT’D)


NOTES :

1. For the purposes of determining a member who shall be entitled to attend and vote at the forthcoming First (1st) Annual General Meeting of the Company, the Company shall be requesting the Record of Depositors as at 20 May 2015. Only a depositor whose name appears on the Record of Depositors as at 20 May 2015 shall be entitled to attend and vote at the meeting as well as for appointment of proxy(ies) to attend and vote on his/her stead.

2. The instrument appointing a proxy shall be in writing (in the common or usual form) under the hand of the appointor

or of his attorney duly authorised in writing or, if the appointor is a corporation, either under seal or under the hand of an officer or attorney duly authorised. A proxy may but need not be a member of the Company and a member may appoint any person to be his proxy without limitation and the provisions of Section 149(1)(b) of the Companies Act 1965 shall not apply to the Company. There shall be no restriction as to the qualification of the proxy.

3. A member may appoint not more than two (2) proxies to attend the same meeting. Where a member of the

Company is an authorised nominee as defined under the Securities Industry (Central Depositories) Act, 1991 (SICDA), it may appoint one (1) proxy in respect of each Securities Account it holds with ordinary shares of the Company standing to the credit of the said Securities Account.

4. Where a member or the authorised nominee appoints two (2) proxies, he shall specify the proportion of his shareholdings to be represented by each proxy.

5. Where a member is an exempt authorised nominee which holds ordinary shares in the Company for the omnibus

account, there is no limit to the number of proxies which the exempt authorised nominee may appoint in respect of each omnibus account it holds. Where an exempt authorised nominee appoints two (2) or more proxies to attend and vote at the same meeting, the appointment shall be invalid unless he specifies the proportions of his holdings to be represented by each proxy.

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. The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or

a notarially certified copy of that power or authority shall be deposited by hand at or by facsimile transmission to the Company’s Share Registrar, Symphony Share Registrar Sdn. Bhd. not less than forty-eight (48) hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposed to vote and in default the instrument of proxy shall not be treated as valid.

7. If this Proxy Form is signed under the hand of an officer duly authorised, it should be accompanied by a statement

reading “signed as authorised officer under Authorisation Document which is still in force, no notice of revocation having been received”. If this Proxy Form is signed under the attorney duly appointed under a Power of Attorney, it should be accompanied by a statement reading “signed under Power of Attorney which is still in force, no notice of revocation having been received”. A copy of the Authorisation Document or the Power of Attorney, which should be valid in accordance with the laws of the jurisdiction in which it was created and is exercised, should be enclosed in this Proxy Form.



Explanatory Notes on Ordinary Business/ Special Business : 1. Note A of the Agenda This Agenda item is meant for discussion only as under the provision of Section 169(1) of the Companies Act 1965,

the audited financial statements do not require a formal approval of the shareholders, this Agenda item is not put forward for voting.

2. Note B of the Agenda Datuk Abdullah Bin Ahmad and James William Iler were appointed as Independent Non-Executive Directors of the

Company on 24 March 2015 after due deliberation and discussion by the Nomination Committee and the Board of Directors on various criteria including their experience, expertise, skill sets, competence and value proposition which they can contribute during deliberation/discussion of the Board of Directors’ meeting, and both having satisfied the criteria for independence as prescribed by the Listing Requirements of Bursa Malaysia.

Please refer to page 15 and page 16 of the Annual Report for further details of Datuk Abdullah Bin Ahmad and

James William Iler. 3. Item 5 of the Agenda The Ordinary Resolution 6 is to seek approval for a general mandate pursuant to Section 132D of the Companies

Act 1965. If passed, it will give the Directors of the Company from the date of this Annual General Meeting, authority to allot and issue ordinary shares from the unissued capital of the Company for such purposes as the Directors consider would be in the interest of the Company. The authority will, unless revoked or varied by the Company in general meeting, expire at the next annual general meeting.

4. Item 6 of the Agenda The Ordinary Resolution 7, if passed, will empower the Company to purchase up to 10% of the issued and paid-

up capital of the Company through Bursa Malaysia. This authority, unless revoked or varied by the Company in general meeting, will expire at the next annual general meeting.


PROXY FORM

ICON OFFSHORE BERHAD (984830-D)

(Incorporated in Malaysia)

No. of Shares HeldCDS Account No.

I/We NRIC No./Company No. of and telephone no. being a member/members of ICON OFFSHORE BERHAD (“Company”), hereby appoint NRIC. No of or failing him/her, the CHAIRMAN OF THE MEETING, as *my/our proxy/proxies to vote for *me/us and on *my/our behalf at the First (1st) Annual General Meeting of the Company to be held at The Royale Chulan Hotel, 5, Jalan Conlay 50450 Kuala Lumpur, on Wednesday, 27 May 2015 at 10.00 a.m. and at any adjournment thereof.

I/We indicate with an “X” in the spaces below how I/We wish my/our votes to be casted.

Agenda

1 To receive the Audited Financial Statements for the financial year ended 31 December 2014 together with the Reports of the Directors and Auditors thereon.

As Ordinary Business

2 To re-elect the following Directors who are retiring pursuant to Article 106 of the Company’s

Articles of Association and being eligible, have offered themselves for re-election:

(i) Dato’ Abdul Rahman Bin Ahmad

(ii) Dr. Jamal Bin Yusof @ Gordon Duclos

3 To re-elect the following Directors who were appointed to the Board on 24 March 2015 and retire pursuant to Article 113 of the Company’s Articles of Association:

(i) Datuk Abdullah Bin Ahmad

(ii) James William Iler

4 To re-appoint Messrs PricewaterhouseCoopers as Auditors of the Company to hold office from the conclusion of this meeting until the conclusion of the next annual general meeting and to authorise the Directors to fix their remuneration.

As Special Business

5 Authority to Allot New Ordinary Shares pursuant to Section 132D of the Companies Act 1965

6 Authority to Purchase the Company’s Own Shares (Proposed Share Buy-Back)

7 To transact any other business for which due notice shall have been given.

Subject to the above-stated voting instructions, my/our proxy/proxies may vote or abstain from voting on any resolutions as *he/she/they may think fit.

* Strike out whichever not applicable.

As witness my/our hand this day of 2015.

Signature of Member/Common Seal

NOTES:

1. For the purposes of determining a member who shall be entitled to attend and vote at the forthcoming First (1st) Annual General Meeting of the Company, the Company shall be requesting the Record of Depositors as at 20 May 2015. Only a depositor whose name appears on the Record of Depositors as at 20 May 2015 shall be entitled to attend and vote at the meeting as well as for appointment of proxy (ies) to attend and vote on his/her stead.

2. The instrument appointing a proxy shall be in writing (in the common or usual form) under the hand of the appointer or of his attorney duly authorised in writing or, if the appointer is a corporation, either under seal or under the hand of an officer or attorney duly authorised. A proxy may but need not be a member of the Company and a member may appoint any person to be his proxy without limitation and the provisions of Section 149(1)(b) of the Companies Act 1965 shall not apply to the Company. There shall be no restriction as to the qualification of the proxy.

3. A member may appoint not more than two (2) proxies to attend the same meeting. Where a member of the Company is an authorised nominee as defined under the Securities Industry (Central Depositories) Act, 1991 (SICDA), it may appoint one (1) proxy in respect of each Securities Account it holds with ordinary shares of the Company standing to the credit of the said Securities Account.

4. Where a member or the authorised nominee appoints two (2) proxies, he shall specify the proportion of his shareholdings to be represented by each proxy.5. Where a member is an exempt authorised nominee which holds ordinary shares in the Company for the omnibus account, there is no limit to the number of proxies

which the exempt authorised nominee may appoint in respect of each omnibus account it holds. Where an exempt authorised nominee appoints two (2) or more proxies to attend and vote at the same meeting, the appointment shall be invalid unless he specifies the proportions of his holdings to be represented by each proxy.

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. The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority shall be deposited by hand at or by facsimile transmission to the Company’s Share Registrar, Symphony Share Registrar Sdn. Bhd. not less than forty-eight (48) hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposed to vote and in default the instrument of proxy shall not be treated as valid.

7. If this Proxy Form is signed under the hand of an officer duly authorised, it should be accompanied by a statement reading “signed as authorised officer under Authorisation Document which is still in force, no notice of revocation having been received”. If this Proxy Form is signed under the attorney duly appointed under a Power of Attorney, it should be accompanied by a statement reading “signed under Power of Attorney which is still in force, no notice of revocation having been received”. A copy of the Authorisation Document or the Power of Attorney, which should be valid in accordance with the laws of the jurisdiction in which it was created and is exercised, should be enclosed in this Proxy Form.

For Against

Resolution 1

Resolution 3

Resolution 6

Resolution 2

Resolution 4

Resolution 7

Resolution 5

SHARE REGISTRARSympHONy SHARE REgIStRARS SDN BHDLevel 6, Symphony HousePusat Dagangan Dana 1Jalan PJU 1A/4647301 Petaling JayaSelangor Darul EhsanMalaysia

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