Annual Report 2013 of Bursa Malaysia Securities Berhad (“Bursa Securities”). 8 november 2012 The Company changed its name to Sona Petroleum Sdn. Bhd. S NA SONA PETROLEUM BERHAD

S NASONA PETROLEUM BERHAD

Annual Report 2013

Moving ForwardBuilding Momentum

Your Regional Energy Partner

945626-P

Date : 16 June 2014, Monday

Time : 10.00 a.m.

Venue : Kuala Lumpur Golf & Country Club Banquet Hall, Level 1, Main Lobby 10, Jalan 1/70D, Off Jalan Bukit Kiara 60000 Kuala Lumpur

Third Annual General Meeting

Sona Petroleum Berhad (“Sona Petroleum” or “the Company”) is

focused on becoming a profitable and leading regional Exploration

and Production (“E&P”) company in the Oil and Gas (“O&G”)

industry. We will execute our growth strategy by acquiring quality

assets with significant growth potential to ensure sustainability of

the Company. We will extract maximum value from acquired assets

and realise their growth potential in the shortest time possible.

At the same time, we will continue to add quality assets to our

portfolio as opportunities present themselves.

Our key strength lies in our Board of Directors and Management Team,

which comprise experienced professionals with extensive technical

and commercial skills, particularly in the E&P sector. We will capitalise

on these skills, experience, entrepreneurship knowledge and wide

network in the O&G industry to achieve our growth targets, which are

required to build and grow a successful E&P company.

While pursuing our aims, we are mindful to protect the interests of all

our stakeholders and increase our momentum in order to enhance and

realise long term shareholders’ value.


Moving ForwardBuilding Momentum

Annual Report 2013 • sonA petRoleum beRhAd 01

Contents02 Milestones

03 About Sona Petroleum Berhad

03 Our Vision

04 Our Business Approach

05 Our Business Phases

06 Chairman’s Statement

12 Board of Directors

14 Board of Directors’ Profile

22 Management Team

23 Management Team’s Profile

27 Corporate Information

30 Awards and Accolades

31 Calendar of Events

32 Sona Petroleum in the News

34 Statement on Corporate Governance

41 Audit Committee Report

44 Statement on Risk Management and Internal Control

47 Additional Compliance Information

50 Statement on Directors’ Responsibility

51 Financial Statements

82 Analysis of Shareholdings

85 Analysis of Warrant Holdings

88 Notice of Annual General Meeting

90 Statement Accompanying Notice of Annual General Meeting

• Proxy Form

sonA petRoleum beRhAd • Annual Report 201302

MILESTONES

2012

25 February 2013

Sona Petroleum converted from a private limited company to a public limited company and assumed its present name.

30 July 2013

Sona Petroleum successfully listed as a Special Purpose Acquisition Company (“SPAC”) on the Main Market of Bursa Malaysia Securities Berhad (“Bursa Securities”).

8 november 2012The Company changed its name to Sona Petroleum Sdn. Bhd.


20132011

23 may 2011Sona Petroleum Berhad (“Sona Petroleum” or “the Company”) was incorporated as a private limited company, Titanium Windfall Sdn. Bhd., under the Companies Act, 1965.


AbOuT SONA PETROLEuM bERhAd

ouR Vision to be a profitable and leading regional exploration and production

company in the oil & Gas industry.

sona petroleum was initiated by a group of experienced professionals who collectively have over 300 years’ experience in the oil and gas industry. The Board of Directors and Management Team are made up of highly competent, experienced and high calibre individuals to steer the Company forward on the right path.

Our dedicated team is vying for stakes in operating companies or assets in the Exploration and Production (“E&P”) phases of the oil and gas industry, either onshore or offshore, preferably in shallow water depths, as the Company’s Qualifying Acquisition (“QA”). We are focusing on production assets in the regions of Southeast Asia, Middle East and selected countries in Africa, namely Algeria, Angola, Chad, Republic of Congo, Ethiopia, Kenya, Mozambique, Nigeria, United Republic of Tanzania and Uganda. Upon the successful completion of its QA, Sona Petroleum will operate as an independent E&P company.

According to an independent market report, since the global financial crisis in 2008 and 2009, oil prices have been on an upward trend and are expected to trade between USD100 and USD120 per barrel in 2013, before increasing further to USD150 per barrel in 2020.

Sustained high oil prices, which are driven by the expected increase in world population and energy demand, would present an attractive operating environment for E&P assets. We also expect merger and acquisition activities within the E&P industry to increase over the coming years, which will present favourable investment opportunities for Sona Petroleum.


OuR buSINESS APPROACh

04

in 2014 and beyond, Sona Petroleum’s mission is to continue with ongoing acquisition of small to medium-sized E&P companies that are aligned with the specific market sectors in which we are seeking to expand and provide us with enhanced geographical coverage.

These identified companies, which are either the operator or non-operator of the asset, have been granted exclusive rights by the host government to explore, develop, sell and export oil and gas extracted from a specified area for a fixed period of time. The duration of the concession varies and is based on the jurisdiction in which the asset is located as well as the terms negotiated with the host government.

While the operators are responsible and have control over the management and execution of exploration, development and production operations, our acquisition strategy will focus on acquiring assets where we would have joint control over the operations. We will also be involved in both the strategic and financial decisions of the assets to maximise the returns of our investments.

maximiseproduction

loggingoperation

injectionWell

Vibroseis truck

production

seismicVessel

productionplatform

seismicmonitoring

injectionplatform

maximiseRecovery

seismic Array

seismicReceivers

The oil and gas industry is one of the truly global industries. Oil and gas products are required in every country, which has a competitive economy and reserves are found in nearly every corner of the globe.

The supply chain, which has evolved to cater for this complex global industry, is broadly divided into the following sectors:

upstreamRelating to the identification and quantification of reserves in addition to the procurement of equipment and the development and commercial production of those reserves.

downstream Covering transport, trading of crude oil and natural gas as well as refining and distribution.

Annual Report 2013 • sonA petRoleum beRhAd

OuR buSINESS PhASES

05

exploration phase

type of target Resources : Prospective Resources

Risk profile : Higher/Medium

The first major opportunity for value creation for an E&P company takes place in the exploration phase when there is a discovery of oil and gas resources. The extent of value creation from the exploration would depend on the quantity and quality of the discovery.

development phase

type of target Resources : Contingent Resources/Reserves

Risk profile : Lower/Medium

Once oil and gas resources have been discovered, the E&P company will proceed to carry out field development studies, define the development of the asset and formulate an extensive Field Development Plan (“FDP”), which includes the design specifications, timing and cost estimates for approval by the government of the country in which the asset is located. With the FDP approved, the E&P company develops the asset towards the production of first oil and gas.

production phase

type of target Resources : Reserves

Risk profile : LowAs the asset progresses towards production in accordance with the approved FDP, the project uncertainty is reduced, resulting in better assessment of the value of the asset. The full value of the asset may not be realised in the event of unforeseen delays due to, amongst others, adverse weather conditions and unfavourable social and political developments.

Subsequent to first oil, the value of the asset may change depending on the quantity of reserves, production performance, operating costs and market conditions. The Management Team of the Company will carry out due diligence and implement the necessary actions and endeavour to improve the asset value, which could include efforts to improve declining production, reduction of downtime, cost reductions and others.

Key Criteria• Onshore and offshore shallow water depths (not more than 120 metres).• Proven basin.• Availability of a list of prospects, leads and/or plays with verifiable prospective

resources volumes.• Availability of preliminary drilling and appraisal plan.

Key Criteria• Onshore and offshore shallow water depths (not more than 120 metres).• Newly discovered oil fields requiring further appraisal.• Oil fields in advanced stage of appraisal.• Oil fields with approved FDP but where production has not commenced.

Key Criteria• Onshore and offshore shallow water depths (not more than 120 metres).• Oil fields currently in production.

06

AndReAs JohAnnes RAymundus VAn stRiJpIndependent Non-Executive Chairman



ChAIRMAN’S STATEMENT

Dear Valued Shareholders,

On behalf of the Board of Directors (“the Board”) and the Management, it is my pleasure and privilege to present the inaugural Annual Report and Financial Statements of Sona Petroleum Berhad (“Sona Petroleum” or “the Company”) for the financial year ended 31 December 2013 (“FYE 2013”).

Let me take this opportunity to welcome on board all our Shareholders and extend the Board’s appreciation of your support in this new undertaking. In return, we will endeavour to reward your confidence by pursuing lucrative and sustainable opportunities in the Oil and Gas (“O&G”) business in the years ahead. At this early stage, it is important for investors to understand that Sona Petroleum is a different business venture from other public-listed entities in order for you to correctly and accurately assess our potential as a company.

A neW And unique phenomenon in CApitAl mARKets

Sona Petroleum is a Special Purpose Acquisition Company (“SPAC”), one of only three in Malaysia as at the end of 2013. SPACs represent a new dimension in capital markets in that they raise funds through an Initial Public Offering (“IPO”) for the sole purpose of acquiring assets, which they would then operate as their business.

In Malaysia, a SPAC is required by the Securities Commission (“SC”) to acquire such assets in an exercise termed as the Qualifying Acquisition (“QA”) within three years from the date of listing.

As such, Sona Petroleum can only generate operating income once we have completed the QA and in doing so, migrate to become a conventional company. I would like to point out that our financial results for FYE 2013 reflect this state of affairs and instead, recommend that existing and potential investors evaluate Sona Petroleum based on:

• the calibre of our Board who brings considerable experience in corporate governance and strategic leadership across the O&G sectors (please refer to the Board of Directors’ Profile on pages 14 to 21 of this Annual Report);

• the extensive experience and track record of the Management Team (please refer to the Management Team’s Profile on pages 23 to 26 of this Annual Report);

• the sustained potential of O&G and in particular, the upstream activities of Exploration and Production (“E&P”) where we will be developing our niche; and

• our business approach towards asset acquisition, followed by operations of the asset.

On this score, our well-balanced complement of senior executives, who come with significant experience and expertise in O&G, have already identified several prospects. Currently, we are in the rigorous process of evaluating the production potential of these assets and once shortlisted, will take the most attractive opportunity to our Shareholders for approval to initiate acquisition.

Given that, O&G remains a critical component in the supply of energy to an increasingly energy-dependent global landscape. The Company is confident that we can successfully meet the QA requirement within the stipulated timeframe and begin the process of generating a healthy cash flow to bring returns to our Shareholders and other stakeholders.

stARtinG oFF on the RiGht note

Sona Petroleum made its debut on the Main Market of Bursa Malaysia Securities Berhad (“Bursa Securities”) on 30 July 2013 to an overwhelming response from investors, local and international as well as institutional and individual. It should be noted that the retail tranche of our IPO was oversubscribed by almost five times and we successfully raised RM550.0 million through the issue of new ordinary shares and warrants, which resulted in a market capitalisation of about RM705.4 million upon listing and making us the largest SPAC on Bursa Securities based on fundraising.

If initial success is a sign of things to come, then we have certainly laid down the right markers for future performance. The funds raised have placed us in a position of strength to capitalise on the wealth of opportunities in the O&G sector. There has been a discernible slowdown in investment and acquisition activities especially in E&P over the preceding years due to the residual effects of the Global Financial Crisis 2009 (“GFC”). The Company intends to exploit this gap left by other established players in the industry.

FinAnCiAl Results

For FYE 2013, the Company has not generated any revenue other than interest/profit from fixed deposit placements of RM7,884,320 (2012: RM Nil). The operating expenses and finance costs incurred during the financial year amounted to RM5,271,359 (2012: RM75,437) and RM7,711,274 (2012: RM Nil) respectively, resulting in a net loss before taxation of RM5,098,313 (2012: RM75,362). The estimated tax expenses amounted to RM1,241,578 (2012: RM Nil).


ChAIRMAN’S STATEMENT (CONTINuEd)

08

One reason for the pick-up in mergers and acquisitions is the lack of activities in the intervening years after the GFC. Then, energy companies were drilling fewer oil and gas wells and cutting back spending on refineries, pipelines and power stations. In addition, many ongoing capital expenditure projects were delayed while several projects in the pipeline were postponed or cancelled in expectation of lower profitability. In 2013, E&P capital expenditure was just above the USD670 billion mark.

tAKinG A bAlAnCed AppRoACh to ACquiRe And deVelop Assets

Balance is a key guiding principle for Sona Petroleum as we seek to acquire assets in O&G as the basis of our business operations going forward. This measured approach is reflected in the Management Team we have assembled from all over the world as well as the meticulous manner in which we are assessing acquisition prospects from such markets as Southeast Asia, Middle East and selected countries in Africa, namely Algeria, Angola, Chad, Republic of Congo, Ethiopia, Kenya, Mozambique, Nigeria, United Republic of Tanzania and Uganda.

On the talent side, we have the right mix of experience and expertise in our senior Management Team, as illustrated by the matrix below:

experience of our team in the various disciplines in e&p and o&G

• E&P management technology and operations 7 of 12 senior executives

• Management of companies and businesses 10 of 12 senior executives

• Global and regional networks and experience 9 of 12 senior executives

• O&G marketing and trading 2 of 12 senior executives

• Planning and business development 7 of 12 senior executives

• Risk management 4 of 12 senior executives

• Mergers, acquisitions and disposals 7 of 12 senior executives

Our targets for acquisition are asset operators with existing concession rights granted by the host government to explore, develop, sell and export oil and gas. One important condition is that we will have at least joint control over the operations as well as over the strategic and financial decisions of the assets. We are specifically looking at prospects that are either onshore or in shallow water depths no more than 120 metres deep in the case of offshore. Our acquisition targets fall into the following activity categories of Exploration, Development and Production.

The operating expenses incurred by the Company mainly consist of the following:

• Directors’ remuneration RM 527,571

• Employees’ remuneration RM 1,111,038

• Depreciation RM 64,549

• Expenses incurred for evaluation of QA RM 1,011,935

• Directors’ fees RM 217,500

• Listing expenses charged out RM 729,389

The total listing expenses incurred amounted to RM20,254,862 which primarily consisted of direct costs incurred in relation to the listing exercise. Out of this total, RM1,952,547 was written-off against the share premium account pursuant to Section 60 of the Companies Act, 1965 and the remaining sum of RM17,572,926 was net off against the financial liability component of the Public Issue Shares being the unamortised issuance cost in relation to the financial liability component. The remaining RM729,389 was recognised in the statement of profit and loss and other comprehensive income.

AttRACtiVe pRiCes to dRiVe the o&G seCtoR

O&G continues to be driven by high demand on the back of a growing population worldwide and rapid industrialisation in emerging economies. An independent market report has projected a 36% growth in global energy demand over the two decades from 2011 to 2030.

In the immediate term, the outlook for the sector is optimistic with oil prices fluctuating between USD100 and USD120 per barrel during the year under review. Most forecasts expect the price to reach USD150 per barrel by 2020. This range, according to market analysts, is ideal to support new supply flowing into the market without placing undue pressure on the ongoing global economic recovery.

Although the number of mergers and acquisitions in the O&G industry in 2013 was lower than the year before, it is still considered a highly active transaction market with a substantial flow of capital anticipated for 2014 and beyond. Oil production is gradually moving into deep waters such as the arctic circle, and into areas that are predominantly reserves of shale and heavy oil.

e&p ACtiVities set to Rise

The operating environment for E&P assets have been boosted by the sustained increase in oil prices following the GFC at the close of the previous decade. Merger and acquisition activities are slated to increase in the years ahead and this will open up attractive investment opportunities for Sona Petroleum.


In onshore or shallow water production, investments needed in technology is less and risks are fewer than those involved in deep water operations.

Sona Petroleum is focused on acquiring assets, which are involved in onshore or shallow water drilling as return on investment is faster and more predictable.

The following matrix outlines our prerequisites for consideration of any asset:

ACKnoWledGement

The journey ahead needs to be one of synergy and I am optimistic that we will achieve our aims of building a sustainable and growing enterprise in the near term. I would like to sincerely thank our Shareholders for their invaluable confidence and trust in Sona Petroleum.

I wish to record my appreciation to my fellow Board Members for their wise counsel and stewardship, and my gratitude also goes out to our dedicated Management Team, helmed by Dato’ Sri Hadian Bin Hashim, the Managing Director for steering the Company forward. We are also grateful for the support from Government agencies, statutory bodies, bankers, analysts, the media and all other stakeholders for their gracious support.

Our Team is committed to growing the Company and we seek to continuously increase the value for our Shareholders through our upcoming venture in the E&P phase of the oil and gas value chain. As a listed entity, we are now responsible towards our Shareholders and we seek to ensure good corporate governance. We pledge our continued dedication to living up to the confidence that has been placed in us.

Andreas Johannes Raymundus van strijpChairman23 May 2014

exploRAtion deVelopment pRoduCtion

Proven basin. Newly discovered oil fields requiring further appraisal.

Availability of a list of prospects, leads and/or plays with verifiable prospective Oil fields in advanced stage of appraisal. resources volumes. Availability of preliminary drilling and Oil fields with approved Field Development appraisal plan. Plans (“FDP”) but where production has not commenced.

ChAIRMAN’S STATEMENT (CONTINuEd)

Oil fields currently in production.

Our investments today in cutting-edge technology and innovation in the oil and gas industry are driving our business potential in order to optimise production and minimise downtime.

Seismic surveying is a vital part of exploring for oil and gas to produce detailed computer generated mapping of rock formations beneath the earth’s surface.

These surveys determine the location and size of oil and gas reservoirs and to also monitor movements of gas and fluid underground. Seismic information is used to accurately plan locations for wells, reducing the need for further exploration and minimising environmental impact.

FOCuS ON GROwTh STRATEGY

1. Andreas Johannes Raymundus van Strijp Independent Non-Executive Chairman

2. Dato’ Sri Hadian Bin Hashim Non-Independent Executive Director, Managing Director

3. Dato’ Maznah Binti Abdul Jalil Non-Independent Executive Director,

Chief Financial Officer

SONA PetROleuM BeRHAD • Annual Report 201312

board of directors

32 4 617 58

Annual Report 2013 • SONA PetROleuM BeRHAD 13

4. Myo thant Non-Independent Non-Executive Director

5. Anton tjahjono Non-Independent Non-Executive Director

6. Dato’ Mohamed Sabri Bin Mohamed Zain Non-Independent Non-Executive Director

7. Datuk Seri Panglima Sulong Bin Matjeraie Independent Non-Executive Director

8. Dato’ Mohamed Khadar Bin Merican Independent Non-Executive Director


bOARd OF dIRECTORS’ PROFILE

AndReAs JohAnnes RAymundus VAn stRiJpIndependent Non-Executive Chairman

Andreas Johannes Raymundus van strijp (“Mr. Andreas”), Dutch, aged 66, was appointed as the Independent Non-Executive Chairman on 29 January 2013. Mr. Andreas graduated with a Bachelor of Science in Mechanical Engineering Degree from the Higher Technical College Eindhoven, the Netherlands in 1966 and obtained the Master of Science in Mechanical Engineering from the Technical University Eindhoven, the Netherlands in 1975. He has more than 30 years of experience in the oil and gas (“O&G”) industry.

He started his career in 1975 with Shell Internationale Petroleum Maatschappij (“SIPM”) based in the Netherlands. From 1975 until his retirement in 2007, a career which spanned 32 years, he served in various key positions for Shell companies in different parts of the world, namely, the Netherlands, Malaysia, Norway, Brunei, Nigeria and the United Arab Emirates (“UAE”), mainly in Abu Dhabi and Dubai.

Mr. Andreas began his career with Shell in the research department in 1975 before he was posted to Sarawak Shell Berhad (“SSB”), Malaysia as a Senior Operations Engineer in 1977, where he stayed until 1983. He was subsequently posted to Norway and became the Operations Superintendent of A.S. Norske Shell, Norway where he was in charge of the drilling, procurement and logistics organisation for all drilling operations in the North Sea, which included the drilling activities North of the Polar Circle from 1983 to 1985. From 1985 to 1987, he was the Operations Manager of Shell Petroleum Development Company of Nigeria (“SPDC”) in Lagos, where he was in charge of telecommunications, air transport, procurement and logistics and as a functional coordinator responsible for Shell’s drilling and production activities in Nigeria.

Thereafter in 1987, he was appointed as the Head of International Procurement of SIPM, based in The Hague, Netherlands where he was responsible for procurement for many companies within the Shell group of companies (“Shell Group”) around the world. He was then appointed as the Operations Manager of Brunei Shell Petroleum Company in Brunei, mainly in charge of Shell’s offshore and onshore O&G business in Brunei. He was the Honorary Consul of the Netherlands in Brunei.

From 1990 to 1995, he was the Head of Drilling of Shell International Exploration and Production BV based in the Netherlands and was responsible for the drilling activities of the Shell Group worldwide. In 1997, he returned to Nigeria to become the General Manager of the Western Division of SPDC in Warri, where he was responsible for all activities in the Western Division (one of the two divisions of SPDC) until 2000. In 2000 and 2004, he was conferred chieftaincy titles in two Kingdoms in Nigeria respectively, in recognition of his contributions.

Upon completion of his tenure in Nigeria, he was posted to Abu Dhabi in the UAE from 2001 to 2005 as the General Manager of the Abu Dhabi Company for Onshore Oil Operations, which is the largest O&G company in the UAE. Thereafter he was posted to Shell EP International Limited, Dubai, as the Vice President of Production where he was responsible for the O&G production in the UAE, Egypt, Syria, Iran and Pakistan as well as the start-up activities in Siberia.

In 2007, he retired from his employment with the Shell Group and, together with Myo Thant, a Non-Executive Director of the Company, was appointed as a director of Interglobal Offshore Pte Ltd, which is a company incorporated in Singapore. The company provides drilling and oilfield services to O&G companies, which are engaged in exploration and production (“E&P”) activities.

Since his retirement, he spends much of his time in Malaysia, having made Malaysia his second home under the Malaysia My Second Home scheme.

Mr. Andreas attended all four Board meetings, which were held during the financial year ended 31 December 2013. He is also a member of the Audit Committee and the Risk Management Committee of the Company.


bOARd OF dIRECTORS’ PROFILE (CONTINuEd)

dAto’ sRi hAdiAn bin hAshimNon-Independent Executive Director, Managing Director

dato’ sri hadian bin hashim (“Dato’ Sri Hadian”), Malaysian, aged 56, was appointed as an Executive Director of the Company on 21 September 2011 and was later appointed as the Managing Director on 30 May 2013. He graduated with a Bachelor’s Degree in Chemical Engineering from the University of Canterbury, New Zealand in 1981. He has more than 30 years of experience in the O&G industry, with more than 12 years of experience as an engineer and more than 18 years of experience as an entrepreneur.

Dato’ Sri Hadian began his career with SSB in 1982 and throughout his 12-year career with the company until 1994, he was involved in upstream E&P activities (which included exploration, development and production activities) and developed his expertise in various aspects of engineering, drilling operations, appraisal and development of wells offshore as well as production and development activities in E&P.

His first posting in SSB was as a Well-Site Petroleum Engineer from 1982 until 1984 for drilling rigs where he was responsible for managing well-site drilling operations and petroleum engineering activities. He also coordinated with other operations and production activities offshore. Between 1984 and 1987, he was a Drilling Optimisation and Equipment Engineer where he led a drilling operations optimisation group to monitor and benchmark performance. During his tenure, he was also responsible for the implementation of the latest drilling and production technology and equipment.

Thereafter, up until 1992, he was appointed as a Drilling Operations Engineer to manage three offshore jack-up rigs for drilling exploration, appraisal and development of wells offshore Sabah and Sarawak in Malaysia. In this role, he was directly involved in seeking well programme approvals from PETRONAS, which provided him with the exposure and experience in working with PETRONAS and other O&G Production Sharing Contract operators. He was also part of the project team, which made O&G discoveries in Sarawak, Malaysia. In addition, he was responsible for the training and development of well site petroleum engineers, who were assigned to the rigs.

In 1992, he assumed the role of an Operations Planning Engineer, where he was responsible for long and short term planning of drilling programmes, and preparing well budget and cost estimations for approval by SSB and PETRONAS. In addition, he was SSB’s representative for drilling operations in the company’s joint venture with PETRONAS Carigali in the Baram Delta project (“Baram Delta Operations”).

Dato’ Sri Hadian left SSB in 1994 and ventured into business in 1995, which then allowed him to gain entrepreneurship experience. He first set up IPTASCORP Sdn. Bhd. (Itochu Pipe and Tube Asia Corporation Sdn. Bhd.) in a joint venture with Itochu Pipe and Tube Asia Corporation to market and supply tubular goods to oil companies in Malaysia. The company was later renamed as Marubeni Itochu Tubulars Asia Oilfields Services (M) Sdn. Bhd. As the company’s executive director, he made significant business improvements by introducing a “One Stop Shop” concept to supply and manage oil companies’ requirements for tubular goods across the entire supply chain. His effort was recognised and he was accorded the title of “Sales Person of the Year 2001” by JFE Steel Corporation, a main supplier of steel to MITA. Since 2007, he has ceased to be a shareholder of MITA but continued to play a role, albeit less active, in the management of MITA as a non-executive director.

In 1999, Dato’ Sri Hadian also became a shareholder and director of Integrated Petroleum Services Sdn. Bhd. (“IPS”), a business that involves providing support services to the offshore O&G industry in Malaysia, Southeast Asia and Central Asia. Besides chartering and managing support vessels and drilling rigs, the company also provides engineering and consultancy services. His main responsibility was to market the company’s services.

In 2006, he assumed the role of executive deputy chairman and chief executive officer. Leveraging on his technical, operational, contractual and managerial expertise, and gaining access to his extensive network of local and overseas contacts, he was instrumental in supporting the company’s growth. He charted the company’s strategic direction and further expanded its core business activities to include the provision of machine shop services as well as services and distribution of drilling equipment for wells, reservoirs and integrated field management. He introduced systems on quality and Health, Safety and Environment, as well as corporate social responsibility initiatives to significantly enhance the company’s operations and profile. He relinquished his executive positions in IPS in the first quarter of 2013.

Other than his directorships held in the IPS group of companies, he is currently a non-executive director and shareholder of the Baker Hughes group of companies in Malaysia, namely Baker Hughes Inteq (M) Sdn. Bhd., HCCBits (M) Sdn. Bhd. and Baker Oil Tools (M) Sdn. Bhd. He is also as a non-executive director and shareholder of Sobena Offshore Inc Sdn. Bhd., which is a company involved in threading of oil country tubular goods, Hendroff Holdings Sdn. Bhd. and Hendroff Mud Engineering Services Sdn. Bhd., which are companies involved in the O&G industry. During his tenure with these companies, he gained innumerable experience in managing companies and businesses, marketing and trading of O&G products and services, as well as strategic planning and business development.

Dato’ Sri Hadian attended all four Board meetings, which were held during the financial year ended 31 December 2013.


dAto’ mAZnAh binti Abdul JAlilNon-Independent Executive Director, Chief Financial Officer

dato’ maznah binti Abdul Jalil (“Dato’ Maznah”), Malaysian, aged 61, was appointed as an Executive Director of the Company on 23 October 2012 and was later appointed as the Chief Financial Officer. She holds a Bachelor of Science, as well as a Master of Science in Business Administration majoring in Finance, from the Northern Illinois University, United States of America (“USA”), in 1977 and Central Michigan University, USA, in 1979, respectively.

Dato’ Maznah has been involved in corporate advisory roles in many private and public companies for more than 30 years. She started her career in 1979 with Amanah Merchant Bank Bhd. until 1992, during which time she specialised in corporate finance related work such as equity restructuring, listing, mergers and acquisitions, privatisation as well as fund raising from the capital markets. In 1992, she joined Master-Carriage (M) Sdn. Bhd. as its Executive Director of Corporate Affairs where between 1995 and 1996, she was involved in the RM1.7 billion takeover of HICOM Holdings Bhd. Upon completion of the takeover, she became the Vice President of HICOM Holdings Bhd. in 1997 and later in 1998, she was appointed to the board of DRB-HICOM Bhd. (“DRB-HICOM”), being the restructured entity, as an executive director. She was in charge of corporate finance and corporate advisory related activities, which included overseeing the risk management and corporate governance matters of the DRB-HICOM group of companies.

During her service with DRB-HICOM, she was also appointed to the boards of various DRB-HICOM subsidiaries and associated companies and to the boards of various financial institutions and insurance companies, amongst others, EON Bank Bhd. (which has merged with Hong Leong Bank Berhad), Malaysian International Merchant Bankers Bhd. (which has merged with Hong Leong Investment Bank Bhd.) and as the Chairman of UniAsia Life Insurance Bhd. (formerly known as EON CMG Life Assurance Bhd.) and UniAsia General Insurance Bhd. (formerly known as South East Asia Insurance Bhd.), which are in highly regulated industries with an emphasis on corporate governance.

In 1994, she was appointed as a director in Eastern Pacific Industrial Corporation Bhd. (“EPIC”), which owns Kemaman Supply Base Sdn. Bhd., a company that is involved in warehousing and logistics management for the O&G industry. She ceased to be a director of EPIC in 2003.

Dato’ Maznah left the DRB-HICOM group of companies in 2006 and joined the Board of Directors of United Overseas Bank Bhd. from 2006 to 2007 as an independent Non-Executive Director. In the same year after resigning from United Overseas Bank Berhad, she took on an executive role as Head, Corporate Finance and Principal Investment of Hong Leong Financial Group Bhd. until 2008.

From 2009 to 2011, she was the Executive Vice President of corporate finance advisory for Kenanga Investment Bank Bhd. In June 2011, she set up Moore Stephens AC Advisory Sdn. Bhd., the then corporate advisory arm of Moore Stephens, Malaysia. The company is now known as SCS Global Advisory (M) Sdn. Bhd., to which she is its Chairman, holding a non-executive role from July 2011 onwards.

Currently, she is an independent non-executive director of Pavilion Real Estate Investment Trust, a real estate investment trust established in 2011 and Prestariang Bhd., a company listed on the Main Market of Bursa Securities. She is also a member of the Board of Universiti Teknologi Mara and a Trustee (Treasurer) for the Malaysian Aids Foundation.

She also has experience in facilitating government policy making, evident from her participation as a panel member of the Majlis Perundingan Ekonomi Negara Kedua (“MAPEN II”) in the drafting of the second Malaysia ten-year plan in 1990.

Dato’ Maznah attended all four Board meetings, which were held during the financial year ended 31 December 2013. She is also a member of the Risk Management Committee of the Company.



myo thAntNon-Independent Non-Executive Director

myo thant (“Mr. Myo”), Burmese, aged 63, was appointed as a Non-Independent Non-Executive Director on 29 January 2013. He graduated with a Bachelor’s Degree in Electrical Engineering from the University of Rangoon, Myanmar in 1974.

He has more than 30 years of experience in the O&G industry particularly in the E&P phases (which include exploration, development and production activities) during his tenure of employment with various international oil companies. He started his career in 1974 as a Staff Drilling Engineer with Myanmar Oil Corporation, Myanmar, where he was involved in O&G drilling operations until 1979 when he joined NL Baroid as a Drilling Fluid Engineer. He was responsible for drilling fluid sales and engineering for O&G as well as geothermal operations in Singapore, Malaysia, Indonesia and the Philippines.

Mr. Myo left NL Baroid in November 1980 and joined SSB as a Drilling Engineer until 1985, where he was mainly in charge of drilling programmes (including drilling optimisation, evaluation and selection of drilling and wellhead equipment). In 1985, he was posted to the United Kingdom (“UK”) for three years to be the Project Engineer in charge of a construction project team at Shell UK Exploration and Production Ltd (“Shell EXPRO”), London, where he managed a design team, which comprised 35 engineers who undertook engineering and construction contract management for the building of two topside modules for the North Sea platform.

In 1988, he served as the Superintendent/Head of Offshore Operations in Engineering, Nederlandse Aardolie Maatschappij BV (“NAM”), the Netherlands, for more than two years. He coordinated the planning, designing and drilling of offshore and onshore wells, and supervised a group of engineers in planning, scheduling and designing all offshore operations in the Netherlands. During his tenure with NAM, he was also part of the project team that made oil discovery in Pernis, the Netherlands and gas discovery in Grijpskerk, the Netherlands.

He also played the role of a mentor and a career planner for all Shell group graduate recruits. As the Superintendent, he was also in charge of three contracts, which involved land drilling rigs operations in the Netherlands. During this time, he participated in oil projects, which involved secondary and tertiary recovery work i.e. enhanced oil recovery (“EOR/IOR”).

In 1991, he became the Head of Well Technology of Shell EXPRO, Scotland until 1993 when he moved to Nigeria to assume the same role with SPDC. His duties in this role included the implementation of acquired technologies, budgeting, staff development and business plans, as well as a project ranking system to support internal and group laboratories. During his three years in Nigeria, he set up the Well Technology Department from scratch. He put in place a staff of 28 engineers and the required management and organisational control structures for its efficient operation.

In 1995, he was transferred to the USA as a Senior Staff Engineer in Shell Louisiana Company (“Shell Louisiana”), a subsidiary of Shell Oil Company in Houston, USA where he managed deep gas development projects, drilling horizontal wells and deep high temperature/high pressure gas wells in the Southern Louisiana Operations (land and swamp). He participated in the divestment of Shell properties to Texas Meridian Resources where he interfaced with Texas Meridian Resources Ltd and was a member of the due diligence team. He was with Shell Louisiana until March 1998.

From April 1998 to August 2000, he was the Management Advisor/Consultant to Shell Oil Company, Houston, Texas, USA. He was mainly responsible for organisational change management, internal consultancy, and coaching of corporate and business leaders in the E&P, Chemical and Gas & Power sectors of Shell Oil Company, USA on transformation and results delivery related issues.

In August 2000, he was promoted to Vice President for Commercial Operations and Business Development (Global) and was responsible for global operations of E&P services at Shell Global Solutions (US), Inc. in Houston, Texas, USA. His tenure as the Vice President lasted seven years until 2007.

Since August 2007, Mr. Myo has set up private businesses, which are principally based in Singapore, Malaysia and Myanmar. Currently, he is the Managing Director of three Myanmar-based companies, namely, Myanmar Pachyderm Co. Ltd, Ayekayi Pachyderm Co. Ltd and Yaminn Thida Company Ltd, which are family-owned businesses in the mining and O&G sectors. He also holds directorships in private companies in Malaysia and Singapore, where he is the Chief Executive Officer of Interglobal Offshore Pte Ltd and an Independent Non-Executive Director of Target Yedana Sdn. Bhd.

Mr. Myo attended two out of four Board meetings, which were held during the financial year ended 31 December 2013. He is also a member of the Audit Committee of the Company.



Anton tjahjono (“Mr. Anton”), Indonesian, aged 72, was appointed as a Non-Independent Non-Executive Director on 29 January 2013. He is an entrepreneur and director of two O&G companies namely, PT Tranaco Utama and PT Tranaco (formerly known as PT Trans Nusantara Multi Construction), and he has been involved in the construction of pipelines and tanks for the O&G industry for more than 30 years.

He graduated with a Master’s Degree in Mechanical Engineering in 1970 from Trisakti University, Indonesia and then obtained a Master’s Degree in Advanced Education in Business and Accounting from the PPM School of Management, Indonesia in 1973.

Between 1973 and 1977, he was involved in his family’s condiment business. In 1977, he co-founded his company, PT Tranaco Utama where he was the Vice President. Later in 1990, he was appointed the President Director of PT. Tranaco (formerly known as PT Trans Nusantara Multi Construction) and a Commissioner on the Board of Commissioners of PT Trans Javagas Pipeline in 1991, a position, which he continues to hold. Both companies are wholly-owned subsidiaries of PT Tranaco Utama. PT Tranaco’s core business is the construction of pipelines and tanks for the O&G industry while PT Trans Javagas Pipeline owns and manages a natural gas pipeline in East Java, Indonesia.

From 2004 to 2008, he was also a Commissioner on the Board of Commissioners of PT Indonesian Air Transport. The company charters fixed and rotary wing aircraft to the O&G and mining sectors.

Currently, he is the Senior Vice President of PT Tranaco Utama and the President Director, Chief Executive Officer of PT Tranaco. During his tenure with these companies, he gained invaluable experience in planning, business development and managing companies and businesses.

He became the President of the Indonesian Pipeline Industry Association in 1984, a position he held until 1990. From 2000 to 2010, he was the President of the Indonesian Gas Association and thereafter the Vice President for the Upstream Sector of the Indonesian Gas Association. He has been a member of the executive committee of the International Gas Union since 2000 representing Indonesia, which is a global association aimed at promoting the political, technical and economic progress of the gas industry.

In 2007, he joined as a member of the executive board of the Western Pacific’s official platform for the gas industry, GASEX, which comprises 15 member countries, namely Australia, Brunei Darussalam, China, Hong Kong, Indonesia, Japan, Korea, Malaysia, New Zealand, Papua New Guinea, Philippines, Singapore, Chinese Taipei, Thailand, and Vietnam. In 2012, he was appointed as the chairman of the National Organising Committee for the 12th GASEX conference.

He is also involved in the Indonesia Chamber of Commerce and Industry, where he first acted as the Vice Chairman for the permanent committee of upstream O&G activities from 2009 to 2011, and then as the Vice Chairman for the downstream and gas sector committee, since 2011.

Mr. Anton attended two out of four Board meetings, which were held during the financial year ended 31 December 2013. He is also a member of the Nomination and Remuneration Committee of the Company.

Anton tJAhJonoNon-Independent Non-Executive Director



dAto’ mohAmed sAbRi bin mohAmed ZAinNon-Independent Non-Executive Director

dato’ mohamed sabri bin mohamed Zain (”Dato’ Mohamed Sabri”), Malaysian, aged 58, was appointed as a Non-Independent Non-Executive Director on 29 January 2013. He has over 30 years of O&G industry experience serving in PETRONAS, where he gained extensive experience in the development and production of O&G discoveries. He graduated with a Bachelor of Science Degree in Petroleum Engineering from the University of Wyoming, USA in 1978 and joined PETRONAS as a Petroleum Engineer in the same year. In 1980, he was transferred to Petronas Carigali for two years as a Well-Site Petroleum Engineer for Petronas Carigali’s first drilling campaign offshore Terengganu. From 1983 to 1988, he was the Section Head of Operations/Production Technology in Petronas Carigali where he was responsible for production technology, conducting wireline evaluation and well testing operations on exploration wells. At the same time, he assisted with the preparation of the final development plans (“FDP”) for the Duyong and Dulang fields, Petronas Carigali’s first ever field development. He was transferred back to PETRONAS in 1988 and became the Section Head of Reservoir Engineering as well as the Section Head of Production Planning and Petroleum Economics. He was accountable for all reservoir engineering efforts, approvals of FDPs for all oil and gas fields in Malaysia, petroleum economic assessments of PSC negotiations and new developments, and planning and scheduling to meet annual production targets. He held those positions until 1991. He also led a multi-disciplinary team of engineers and geoscientists to ensure maximum recovery of fields. From 1991 to 1994, he was the Manager of Petronas Carigali’s Petroleum Engineering Department where he was responsible for all petroleum engineering activities in Peninsular Malaysia. He was also involved in the recruitment and development programmes for new engineers. In 1994, he was appointed Senior Manager of the drilling department in Petronas Carigali, a position he held until mid-1995, where he was in charge of providing total drilling solutions to operations in Malaysia and overseas, which included procurement activities for main drilling contractors and services. From mid-1995 to 1996, he was the Senior Manager of the Ruby Development Project (“Ruby”), the Vietnam Operations of Petronas Carigali. He successfully managed a multi-disciplinary team of engineers and geoscientists to formulate the Ruby FDP, which was approved by the host authority, Vietnam Oil and Gas Corporation (Petrovietnam) in 1996. He was then promoted to become the General Manager, Vietnam operations of Petronas Carigali in 1997, a position he held until April 2000. Ruby achieved first oil in 1998. From in 2000 to 2004, he was appointed the General Manager, Development Division in Petronas Carigali where he was responsible for providing total development solutions to Petronas Carigali’s operations in Malaysia and overseas, and also supporting new business acquisition projects. Among the notable development projects completed under his leadership were Angsi, Kinarut, Samarang Kechil, Alab, Resak Phase 2, Penara and North Lukut, Baram South and West Natuna Gas Import. He was also instrumental in the development and roll-out of the Technical & Professional Career Planning process for Petronas Carigali engineers.

From 2004 to 2006, he was the General Manager, Middle East and Asia, for which he was responsible for Petronas Carigali’s assets in the Middle East and Asia region including Central Asia. His accountability covered the whole E&P value chain from acquisition of new business, exploration, development and production to decommissioning. He was appointed the General Manager, International Operations in 2006 to oversee Petronas Carigali’s operated blocks and joint operated blocks in countries such as Indonesia, Myanmar, Pakistan, Sudan, Turkmenistan, Uzbekistan, Vietnam and the Malaysian-Thailand Joint Development Area.

His responsibilities included management of PSCs, development, production, HSE planning and implementation and strategic initiatives. He remained in this position until 2008 when he became the President of White Nile Petroleum Operating Company Ltd, a joint operating company with a 50/50 shareholding between Petronas Carigali and The Sudan National Petroleum Corporation (“Sudapet”). He was accountable for the exploration, development and production of three production sharing agreement blocks in Sudan.

During his tenure with Petronas Carigali, he was part of the project team, which made oil discoveries in Malaysia and Sudan. He was a well-site petroleum engineer when the project team made oil discoveries in Malaysia and was responsible for the execution of drilling and exploration activities, and field development and production in Sudan.

In 2010, he was transferred to MISC Bhd. (“MISC”) as the Vice President for Offshore Business, responsible for managing MISC’s provision of floating solutions for E&P operations in Malaysia, Vietnam and Brazil. He was also a board member of several subsidiaries and joint venture companies within the MISC group of companies. He left MISC and its group of companies at the end of 2012. He is, since his appointment in January 2013, a director and President of GOM Resources Sdn. Bhd., which is an O&G services provider that is a wholly-owned subsidiary of Puncak Niaga Holdings Berhad. He has, since March 2013, been appointed as an executive director of KGL Ltd, a company involved in offshore leasing of vessels and which is also a wholly-owned subsidiary of Puncak Niaga Holdings Berhad.

Dato’ Mohamed Sabri attended three out of four Board meetings which were held during the financial year ended 31 December 2013. He is also the Chairman of the Risk Management Committee of the Company.



dAtuK seRi pAnGlimA sulonG bin mAtJeRAieIndependent Non-Executive Director

datuk seri panglima sulong bin matjeraie (“Datuk Seri Panglima Sulong”), Malaysian, aged 67, was appointed as an Independent Non-Executive Director on 29 January 2013 and has more than 30 years of legal and judiciary experience. He pursued his studies at the University of Malaya, Kuala Lumpur in 1966 and was conferred a Bachelor of Arts (Honours) Degree in 1969. In 1971, he read Law at the Inns of Court School of Law, London and in 1974, he was called to the Bar of England and Wales by the Honorable Society of the Inner Temple, London. In the same year, he was also admitted and enrolled as an Advocate to the High Court of Borneo in Kuching, Sarawak.

In 1975, he left to study at the University of Southampton, England and was conferred a Master of Laws in Mercantile Law in 1977. In 1978, he attended a course in the Advanced Management Programme, which was jointly sponsored by the Universities of Alberta, British Columbia, Manitoba and Saskatchewan, Canada and was awarded a Certificate in Advanced Management Programme (“AMP”) by the Banff School of Advanced Management.

Datuk Seri Panglima Sulong started his career in 1964 as a Sarawak Administrative Officer in the Sarawak Civil Service. In 1970, he was appointed as a Third Class Magistrate and was also made the acting District Officer of Binatang (now renamed as Bintangor). In 1971, he served as the District Officer of Bintulu, and then as the Sarawak State Training Officer and Secretary of the Sarawak Government Examination Board. In 1974, he was appointed as Director of the Civic Development Unit, which is directly under the purview of the Chief Minister of Sarawak. In 1977, he was appointed as the Administration & Finance Manager at Sarawak Timber Industry Development Corporation before assuming the role of General Manager from 1979 to 1980. He became the General Manager of Bintulu Development Authority in Bintulu that same year until 1983. He left the government service in 1983 to set up his own legal firm under the name of Messrs Sulong Matjeraie & Co. in Kuching, Sarawak and left the firm in 2000. In 1998, he was appointed as a Judicial Commissioner of High Court Johor Bahru until his appointment as a High Court Judge of Malaya at Johor Bahru, Johor in June 2000 and at Kota Kinabalu, Sabah, in July 2000. He subsequently served as a Judge for the Court of Appeal of Malaysia from 2007 to 2012 and finally as Federal Court Judge of Malaysia in 2012 until he retired recently in January 2013.

He was later appointed by the Prime Minister of Malaysia as one of the four eminent persons to serve in the Judicial Appointment Commission for a period of two years, which commenced from 10 February 2013. He is a Bencher of the prestigious the Hounourable Society of the Inner Temple, London. He is also a Director of Ho Hup Construction Company Berhad and Brahim’s Holdings Berhad.

Datuk Seri Panglima Sulong had attended all four Board meetings, which were held during the financial year ended 31 December 2013. He is also a member of the Audit Committee and the Chairman of the Nomination and Remuneration Committee of the Company.



notes:1. None of the Directors has any family relationship with any other director and/ or major shareholder of the Company.2. None of the Directors has any conflict of interest with the Company.3. None of the Directors has been convicted for offences within the past 10 years other than traffic offences, if any.4. The shareholdings of the Directors are disclosed in the Analysis of Shareholdings on page 82 of this Annual Report.

dAto’ mohAmed KhAdAR bin meRiCAnIndependent Non-Executive Director

dato’ mohamed Khadar bin merican (“Dato’ Khadar”), Malaysian, aged 58, was appointed as an Independent Non-Executive Director on 29 January 2013.

Dato’ Mohamed Khadar has more than 30 years of experience in financial and general management. He served as an auditor and a consultant in an international accounting firm, before joining a financial services group in 1986. Dato’ Mohamed Khadar has held various senior management positions in Pernas International Holdings Berhad (now known as Tradewinds Corporation Berhad) between 1988 and April 2003, which included as President and Chief Operating Officer.

Dato’ Mohamed Khadar is a Member of the Institute of Chartered Accountants in England and Wales and is also a Member of the Malaysian Institute of Accountants.

Dato’ Mohamed Khadar’s other directorships in public companies include RHB Capital Berhad, where he is the Chairman, RHB Bank Berhad, RHB Investment Bank Berhad, Rashid Hussain Berhad (In Members’ Voluntary Liquidation), AirAsia Berhad and Astro Malaysia Holdings Berhad.

Dato’ Khadar attended all four Board meetings, which were held during the financial year ended 31 December 2013. He is the Chairman of the Audit Committee, and is a member of the Nomination and Remuneration Committee and the Risk Management Committee of the Company.


1. dato’ sri hadian bin hashim Managing Director

2. dato’ maznah binti Abdul Jalil Chief Financial Officer

3. dato’ saw Choo boon Vice President, Business Development

4. haji Akbar tajudin bin Abdul Wahab Vice President, Exploration & Production

5. Andria anak dundang @ Andria Gelayan Vice President, Geoscience

6. dr. tan teck Choon @ teck Kiew Vice President, Reservoir Engineering


MANAGEMENT TEAM

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MANAGEMENT TEAM’S PROFILE

dAto’ sRi hAdiAn bin hAshimManaging Director

dAto’ mAZnAh binti Abdul JAlilChief Financial Officer

Note: Please refer to page 15 for Dato’ Sri Hadian Bin Hashim’s complete profile and page 16 for Dato’ Maznah Binti Abdul Jalil’s complete profile.

dAto’ sAW Choo boon Vice President, Business Development

dato’ saw boon (“Dato’ Saw”), Malaysian, aged 68, is the Vice President, Business Development and has 40 years of O&G industry experience across the entire O&G value chain. He graduated from the University of Malaya in 1969 with a Bachelor of Science (Honours) Degree in Chemistry. He started his career with Shell in 1970 as a Refinery Technologist in the Port Dickson Refinery of Shell Refining Company (FOM) Bhd. until 1972. He was then transferred to the Pulau Bukom Refinery of Shell Eastern Petroleum Ltd Singapore in 1973, where he held the same position until 1974. He returned to the Port Dickson Refinery in 1975 and until 1987, he assumed various positions such as Head of Oil Movements, Operations Manager and Chief Technologist.

In 1988, he was transferred to Shell Internationale Petroleum Maatschappij, The Hague, Netherlands, as a Senior Consultant to manage Shell’s global research and development budget for product quality and also advised Shell’s worldwide marketing companies and refineries on product quality issues. He returned to Malaysia in 1990 and up to 1995, he managed the Planning, Supply and Trading for Shell Malaysia Downstream where he was responsible for long term planning, crude/product supply/demand planning and execution, shipping and crude/product trading dealing with suppliers and customers in Malaysia, Singapore, Japan, Taiwan, South Korea and the Middle East. In 1996 and until 1998, Dato’ Saw was appointed the Managing Director of Shell Middle Distillate Synthesis (Malaysia) Sdn. Bhd., a pioneering company set up by Shell, PETRONAS, Mitsubishi and the Sarawak State Government. The company owns the first gas to liquid synthesis plant in the world in Bintulu, Sarawak, Malaysia. The plant produces highly specialised products such as clean gas oil, detergent feedstocks and waxes which are marketed worldwide to Southeast Asia, South America, USA, Europe, South Africa, Japan, South Korea, Taiwan, China and Australia.

Between 1998 and 1999, he assumed the position of Managing Director for Shell Malaysia Trading Sdn. Bhd., Shell Timur Sdn. Bhd., and Shell Refining Company (FOM) Bhd. to manage Shell’s manufacturing, marketing, supply and distribution businesses in Malaysia.

In 1999, with the globalisation of the Shell Oil Products business, he was appointed the Vice President, Commercial, Shell Oil Products East (“SOPE”) to take charge of marketing oil products to commercial customers in Asia Pacific, South Asia and Middle East, a position that he held until 2004. In 2005, he became the Vice President Global Marine, Shell International Petroleum Co Ltd, London to manage the marketing of fuels and lubricants to the global shipping industry.

Dato’ Saw was appointed the Chairman of Shell Malaysia in 2006 where he was responsible for Shell’s operations in Malaysia involving E&P, Gas and Downstream, a position that he held until 2009. At the same time, he was the Vice President of Business Development of SOPE, where he was responsible for developing

the commercial marketing businesses in China, India, Indonesia and Vietnam and had extensive dealings with state oil companies. He represented Shell as a non-executive director on the Board of PETRONAS’ MLNG2 Sdn. Bhd., a company that was involved in the manufacturing and export of liquefied natural gas mainly to Japan, Taiwan and South Korea.

On 1 January 2010, Dato’ Saw was appointed as the Senior Adviser of Shell Malaysia, a position that he held until his retirement on 30 June 2010 after 40 years of continuous service.

Having served in several key positions with various Shell companies in Malaysia, Singapore, the Netherlands and the UK, he has gained in-depth knowledge and experience in marketing and trading of O&G products, planning and business development and managing businesses and companies regionally. He has also developed relationships with industry players and state oil companies across the Asia Pacific region, which includes the Middle East, South Asia, Southeast Asia and Northeast Asia.

Currently, he is an independent non-executive director of four companies, which are listed on the Main Market of Bursa Malaysia Securities Berhad (RHB Capital Bhd., Shell Refining Company (FOM) Bhd., Digi.Com Bhd., and Guinness Anchor Bhd. where he is also the Chairman) and three non-listed companies (RHB Investment Bank Berhad, Nusa Gapurna Sdn. Bhd. and Integrated Petroleum Services Sdn. Bhd., where he is also the non-executive Chairman).

His directorships in public listed companies also demonstrate his experience in implementing and adhering to corporate governance practices.

In addition, he serves in a voluntary capacity on the Government’s Public-Private Sector Special Task Force on Facilitating Business (“PEMUDAH”) as the Co-Chairman and is also the President of the Federation of Malaysian Manufacturers Council as well as a Director on the Socio-Economic Research Centre Board of the Associated Chinese Chambers of Commerce and Industry Malaysia.


MANAGEMENT TEAM’S PROFILE (CONTINuEd)

hAJi AKbAR tAJudin bin Abdul WAhAb Vice President, Exploration & Production

haji Akbar tajudin bin Abdul Wahab (“Tuan Haji Akbar”), Malaysian, aged 61, is our Vice President, Exploration & Production. He graduated with a Bachelor of Science (Honours) Degree in Physics from Universiti Sains Malaysia in 1977 and a Master of Engineering in Petroleum Engineering from Heriot-Watt University, Scotland in 1981.

He joined PETRONAS in 1977 and has more than 37 years of experience in the O&G industry. As a Petroleum Engineer, he carried out reservoir engineering studies and field performance reviews of several O&G producing fields in Malaysia. By 1981, he was made the Head of the Oil Development Unit of PETRONAS, supervising well proposals, field development plans (“FDP”) and preparation of technical reports, and was also responsible for the development of new PSC models. In 1983, he was seconded to Exxon Production Research Company in Houston, USA, as a PETRONAS Residence Engineer to conduct oil field simulation studies for a period of one year. He then participated in several major E&P projects from 1984 to 1990, where such projects involved gas conservation, gas cycling projects as well as reservoir classification and management.

In 1990, he became the Chief Petroleum Engineer for the E&P Division of PETRONAS, a position that he held until 1993, where he was responsible for the management of O&G fields operated by other multinational companies, such as ExxonMobil and the Shell Group. He was the General Manager for Petronas Carigali at the Baram Delta Operations in Sarawak from 1993 to 1995, where his key function was to operate and manage nine producing oil field operations with a total production of approximately 120,000 barrels per day (“BPD”).

In addition, he was also involved in the development of new hydrocarbon within the fields, which had then contributed to the growth and sustainability of the oil production activities.

From 1995 to 1998, he served as the Chief Operating Officer of Petronas Carigali and was responsible for managing all producing O&G fields of Petronas Carigali in Malaysia and Vietnam. During this period, he was responsible for the development and production activities in Malaysia and was also involved in the development of the Ruby oil field in Vietnam.

Thereafter, he was appointed Senior General Manager of the Petroleum Management Unit in PETRONAS from 1998 to 2003, where he was mainly in charge of the E&P business development in Malaysia. He was part of the project team, which made the oil discoveries in deep water in Sabah, Malaysia and was involved in the decision making process for the drilling of exploration wells. During this period, he negotiated several PSCs with major O&G multinational companies, such as ExxonMobil and Shell Group, Talisman Energy Inc. as well as Murphy Oil Corporation. His role was to promote new investments and to facilitate discovery of O&G fields in Malaysia.

In 2004, he became the Senior General Manager (Southeast Asia) of Petronas Carigali and was responsible for managing its operated and non-operated O&G fields in Southeast Asia covering Vietnam, Indonesia, Myanmar and Thailand.

He was part of the team, which made the oil discoveries in Vietnam, Indonesia and Myanmar where he was involved in the management and decision making process for the drilling of exploration wells.

Thereafter from 2006 to 2008, he was entrusted to lead the Joint Venture Management Division of Petronas Carigali as a Senior General Manager and played a key role to manage and safeguard all non-operated O&G fields for Petronas Carigali worldwide.

During this period, he was director of several Petronas Carigali subsidiaries and was entrusted to represent Petronas Carigali in the operations committee meetings of these subsidiaries, which were based in Indonesia, Myanmar, Vietnam, Egypt, Algeria and Chad.

After his retirement in 2008, he continued his employment with Petronas Carigali on a contract basis. He led the set-up of the Petroleum Engineering Division in Petronas Carigali and subsequently became the Adviser for the Petroleum Engineering Division from August 2010 to 2011, where he established the hydrocarbon resource management centre for all O&G fields owned by Petronas Carigali.

In 2011, Tuan Haji Akbar was appointed as the Head of the Risk and Assurance Division in the E&P business of PETRONAS, where he was responsible for risk management activities within the E&P Division and for risk assurance activities to safeguard the investments made by Petronas Carigali.

He joined Sona Petroleum in August 2013 as the Vice President of Exploration and Production and is responsible to assess and identify suitable E&P O&G assets for the Company.

From 1998 to 2003, he acted as the Chairman for the Malaysian Oil and Gas Industry (“CORAL MALAYSIA”). He is an active member of the Society of Petroleum Engineers (“SPE”) and has served as the Northern Asia Pacific regional director on the SPE Board from 2002 to 2004. He was also the chairman for the ASEAN Council on Petroleum National Committee for Malaysia from 2002 to 2009.

In 2000, he was conferred the Regional Service Award by SPE, Asia Pacific and in 2011, he was awarded the Petroleum Engineering Lifetime Achievement Award from the Petroleum Engineering Skilled Group.

25Annual Report 2013 • sonA petRoleum beRhAd

His work experience includes the contribution of FDPs design and monitoring of drilling of highly deviated development wells. He also provided geological input to review prospects and appraised blocks. In SSB, his input has been valuable for the successful exploitation of two coastal plain fields where he undertook the sedimentology and geological review, formulated the FDP, as well as recommended, designed and executed the first multi-lateral wells in offshore Sabah.

In 1991, he planned the first horizontal well in a 45 feet oil column in a structurally complex Bayan field, leading to production, which exceeded expectations. He received a special recognition award from SSB.

In 2000, he joined Sabah Shell Petroleum Company, Malaysia as a Senior Production Geologist and played the role as a coordinator and leader for FDP formulation. He performed field reviews and identified additional drilling targets and potential workover and monitored the operational drilling of the infill wells.

Mr. Andria moved back to QP, as a Senior Geologist in 2003. He was a key member and project lead representing QP, for prospectivity assessments of the greater Qatar, which were conducted in collaboration with the Exxon-Mobil exploration team in Houston, USA.

Andria Anak dundang @ Andria Gelayan (“Mr. Andria”), Malaysian, aged 57, is our Vice President, Geoscience. He graduated with a Bachelor of Science (Honours) Degree in Geology from the University of Malaya in 1983. Upon graduating, he joined Geological Survey Malaysia where he led a team of 18 people to prospect for economic deposits in remote areas of Sarawak, Malaysia. In 1984, he began his career in the O&G industry, which spans over 29 years. As a geoscientist, he has worked in various areas and capacities to gain extensive experience in various subsurface aspects of O&G, which include geophysical and geothermal related activities.

In 1984, he joined SSB and was sent for intensive training on Petroleum Engineering in The Hague, Netherlands before being posted as a Well-Site Petroleum Engineer. In 1985, he became an Operations Geologist, overseeing eight drilling rigs for exploration, appraisal and development of wells in the waters of Sarawak and Sabah, Malaysia.

Between 1986 and 2000, Mr. Andria was a Production Geologist in various companies, namely, SSB (from 1986 to 1988 and from 1991 to 1993), PETRONAS Carigali (from 1988 to 1990), Sabah Shell Petroleum Company (from 1994 to 1997 and from 2000 to 2003) and Qatar Petroleum (“QP”) from 1997 to 2000.

He was also assigned by QP to represent the corporation in the Technical Committee of Al-Shaheen Field Development (Maersk Oil), Najwat Najem Appraisal (ONGC) and Block 10 Exploration (Talisman Energy Inc.). His contribution to the formulation and successful execution of Al-Shaheen development earned him a special recognition bonus from QP in 2005. He left QP in 2007.

From 2008 to 2010, he worked with Hess Oil and Gas Sdn. Bhd., Kuala Lumpur as a Geological Advisor, where he was responsible for the geological and subsurface issues for the Permian field Sinphuhorm–Khorat plateau, which was a geologically challenging producing field.

In October 2010, he rejoined SSB as a Senior Geologist for the Barton field and Baram Delta Operations. He participated in field reviews, reserves bookings, operational activities and field governance. He reviewed and updated the FDP and was involved in the modeling of the Barton field for a water injection project. He led the project for the D12 field gas reservoir, which was located offshore Sarawak to enhance the FDP for drilling of development wells.

In July 2013, he joined Sona Petroleum as Vice President, Geoscience.

AndRiA AnAK dundAnG @ AndRiA GelAyAn Vice President, Geoscience

He presented and published a technical paper for the Petroleum Geology Seminar in Kuala Lumpur, which was entitled “Oil development in a structurally complex West Bayan Field, Offshore Sarawak” in 1993.

He is a member of the SPE since 1985 and a former member of the American Association of Petroleum Geologists from 1984 to 1996.



dr. tan teck Choon @ teck Kiew, Malaysian, aged 60, is our Vice President, Reservoir Engineering. He graduated with a Bachelor’s Degree in Petroleum Engineering with first class honours and a doctorate (PhD in Petroleum Engineering) from the Imperial College of Science and Technology, London in 1978 and 1982 respectively.

He has more than 30 years of E&P experience with broad exposure to technical, operational and business aspects in the upstream O&G industry. He has mainly worked with multi-disciplinary teams in petroleum engineering, with specialisation in reservoir engineering, assessment of reserves, green field development, brown field redevelopment, reservoir management to optimise O&G production and recovery efficiency. He also has experience in assessment of undiscovered resources and the design of conceptual development plans.

In 1982, he began his career with SSB as a well-site petroleum engineer until 1983. He supervised well-site activities, which included drilling exploration, appraisal and development wells. From 1984 to 1987, he served in the Reservoir Engineering Department, where he undertook reservoir performance analyses and field reviews, which led to identification of further development opportunities and field production enhancement in three large fields.

From 1988 to 1990, he was seconded by SSB to be the Reservoir Engineer on special studies with Petronas Carigali in the Baram Delta Operations. His job scope included reservoir evaluation and simulation studies which led to the implementation of a 30 kbpd water injection project, the first water injection project in SSB’s operations. He also conducted horizontal well development studies, which resulted in the drilling of the first horizontal oil wells in the area with substantial addition of reserves.

Thereafter in 1990 until 1992, he was a Reservoir Engineer, Integrated Field Studies at Shell International Exploration and Production B.V., The Hague, Netherlands. He participated in the integrated field studies of the Nigerian fields, which included field development recommendations, well and reservoir performance analyses and FDPs.

In 1993, he was the area reservoir engineer for SSB and was mainly responsible for the quality control of reservoir engineering work, which was carried out in Sarawak and Sabah. From 1994 to 1996, he was the leader for the North Sabah integrated study team and the senior reservoir engineer of SSB and played a key role in the 23-year North Sabah 1996 PSC extension.

From 1997 to 1998, he held the position as an E&P New Business Opportunity Principal Analyst and Senior Reservoir Engineer in the new PSC acreage evaluation for SSB. During this period, he was a member of the Shell International Hydrocarbon Resource Management Value Creation Team, and played a key role in conceptualising the “Volume to Value” or V2V best practices in the Shell Group.

From 1999 to 2000, he was the principal reservoir engineer and senior discipline expert in reservoir engineering from 2001 to 2002. In addition, he contributed to the further development opportunities identification and the associated contingent resource volumes for future maturation in the PCSB-Shell Baram Delta JV fields, which played a key role in the second PSC extension of the JV in 2003.

He also contributed to the exploration prospects evaluation and formulation of conceptual prospect development in the outboard Sabah exploration acreage, which saw a number of significant discoveries.

He became a member of the Shell Global Reservoir Engineering Discipline Leadership Team from 2003 to 2004, representing SSB and Sabah Shell Petroleum Company Ltd.

He also contributed to the development of the Shell Group Best Practices in hydrocarbon resource maturation and the Shell Group Standards in well and reservoir management and surveillance, and in reserves maturation.

From 2004 to 2006, he was seconded to Petronas Carigali, in the Baram Delta Operations as a Senior Reservoir Engineer. He was the main contributor and coordinator of an integrated field review to identify remaining development opportunities. He developed an integrated methodology to systematically identify bypassed oil (i.e. recoverable oil resources which could not be produced by existing wells) in matured fields for further development to rejuvenate field production. He also participated in IOR/EOR reviews and studies as well as initiated and led to completion a pilot project on improving field performance analysis and data management using the oil field management software.

In the later years from 2007 to 2011, he was the Regional Reservoir Engineering Consultant for Shell International Asia Pacific, providing support on technical assurance and capability management to Shell’s assets in the Asia Pacific region.

dR. tAn teCK Choon @ teCK KieW Vice President, Reservoir Engineering

His responsibilities included writing guidelines and standards, and running courses on subjects such as formation pressure prediction for development drilling in brown fields, reservoir engineering for non-reservoir engineers and developed reserves evaluation.

From March 2012 to July 2012, he was the Reservoir Engineering Manager for Dialog Energy Sdn. Bhd., a wholly owned subsidiary of Dialog Group Berhad. He was mainly in charge of quality assurance on development proposals and activities, and leading petroleum engineering studies.

Since August 2013, he serves as Vice President, Reservoir Engineering and has played an active role in the evaluation of O&G assets for potential acquisition by Sona Petroleum.

He was the co-chairman in the SPE 7th Offshore Southeast Asia Conference and had served in the programme organising committee for the SPE Offshore Southeast Asia Conference in 1987 and 1988. He was also a member of PETRONAS CORAL IOR/EOR Strategic Team from 2000 to 2002. He is currently a member of SPE and an associate of the Royal School of Mines , Imperial College of Science, Technology and Medicine, London.



CORPORATE INFORMATION

Audit CommitteeDato’ Mohamed Khadar Bin Merican Chairman

Andreas Johannes Raymundus van Strijp

Datuk Seri Panglima Sulong Bin Matjeraie

Myo Thant

nominAtion And RemuneRAtion CommitteeDatuk Seri Panglima Sulong Bin MatjeraieChairman

Anton Tjahjono

Dato’ Mohamed Khadar Bin Merican

RisK mAnAGement CommitteeDato’ Mohamed Sabri Bin Mohamed ZainChairman

Dato’ Maznah Binti Abdul Jalil



CompAny seCRetARyJasmindar Kaur A/P Sarban Singh(MAICSA 7002687)

ReGisteRed oFFiCeB-13-15, Level 13Menara Prima Tower BJalan PJU 1/39, Dataran Prima47301 Petaling JayaSelangor Darul EhsanMalaysiaTel no. : +603 7491 4318Fax no. : +603 7887 2318

heAd/mAnAGement oFFiCeLevel 24, Menara 3 PETRONASPersiaran KLCC Kuala Lumpur City Centre50088 Kuala Lumpur MalaysiaTel no. : +603 2164 3318Fax no. : +603 2164 3692www.sonapetroleum.com

shARe ReGistRARSymphony Share Registrars Sdn. Bhd.Level 6, Symphony HousePusat Dagangan Dana 1Jalan PJU 1A/4647301 Petaling JayaSelangor Darul EhsanMalaysiaTel no. : +603 7841 8000Fax no. : +603 7841 8150

AuditoRsErnst & YoungLevel 23A, Menara MileniumJalan DamanlelaPusat Bandar Damansara50490 Kuala LumpurMalaysiaTel no. : +603 7495 8000Fax no. : +603 7495 9076/78

boARd oF diReCtoRsAndreas Johannes Raymundus van strijpIndependent Non-Executive Chairman

dato’ sri hadian bin hashimNon-Independent Executive Director, Managing Director

dato’ maznah binti Abdul JalilNon-Independent Executive Director, Chief Financial Officer

myo thant Non-Independent Non-Executive Director

Anton tjahjonoNon-Independent Non-Executive Director

dato’ mohamed sabri bin mohamed Zain Non-Independent Non-Executive Director

dato’ mohamed Khadar bin merican Independent Non-Executive Director

datuk seri panglima sulong bin matjeraie Independent Non-Executive Director

pRinCipAl bAnKeRs

Hong Leong Islamic Bank Berhad

CIMB Bank Berhad

RHB Islamic Bank Berhad

soliCitoRsAdnan Sundra & Low

stoCK mARKet listinGMain Market of Bursa SecuritiesStock Name : SONAStock Code : 5241 and 5241WA

middle eAst

moZAmbique

tAnZAniA

KenyA

ethiopiA

uGAndA

demoCRAtiC RepubliC oF the

ConGo

AnGolA

niGeRiA

ChAd

unleAshinG potentiAl

our strategic direction is specifically on acquiring oil and gas assets, which are located in attractive onshore and shallow water geologic basins, established strong oil production facilities, significant production facilities and growth potential in large onshore resources.

We are targeting investments in proven onshore oil and gas formations in identified areas, which are expected to contribute towards a large, long term and low cost source of oil and natural gas production.

mAlAysiA

indonesiA

sinGApoRe

eAst timoR

bRunei

philippinesVietnAm

CAmbodiA

lAos

thAilAnd

myAnmAR

30 SONA PetrOleum BerhAd • Annual Report 2013

awards and accolades

1. Alpha Southeast Asia deal Awards (Borrower/Issuer Award)

- Best Mid-Cap Equity Deal of the Year 2013 in Southeast Asia

- Sona Petroleum for its RM550 Million IPO

1

2

3

2. listing on the main market of Bursa malaysia Securities Berhad on 30 July 2013

- Largest Special Purpose Acquisition Company in Malaysia

3. Initial Public Offering up to 1,100,000,000 new ordinary shares with compliments from Malaysian Issuing House

31

CALENdAR OF EvENTS

24 June 2013underwriting Agreement signing Ceremony

Sona Petroleum signed an underwriting agreement for its Initial Public Offering (“IPO”) with CIMB Investment Bank Berhad, RHB Investment Bank Berhad, MIDF Amanah Investment Bank Berhad and Kenanga Investment Bank.

5 July 2013launch of prospectus

Sona Petroleum was the first Special Purpose Acquisition Company (“SPAC”) listing to allocate shares for investors approved by the Ministry of International Trade and Industry, as well as foreign and domestic cornerstone investors.

30 July 2013listing on the main market of bursa malaysia securities berhad

Dato’ Sri Hadian Bin Hashim, Managing Director hits the gong during the official listing of Sona Petroleum on Bursa Securities while other Members of the Board of Directors look on. Sona Petroleum lists as the largest SPAC on Bursa Securities.

Annual Report 2013 • sonA petRoleum beRhAd

32 sonA petRoleum beRhAd • Annual Report 2013

SONA PETROLEuM IN ThE NEwS

32

transparency34 Statement on Corporate Governance

41 Audit Committee Report

44 Statement on Risk Management and Internal Control

47 Additional Compliance Information

50 Statement on Directors’ Responsibility

SONA PetROleuM BeRhAD • Annual Report 201334

statement on corporate governance

The Board of Sona Petroleum is committed to ensuring that high standards of business ethics and corporate governance are practised through the implementation of effective policies and adoption of good governance practices. The Board acknowledges that adherence to the principles of good corporate governance will help in contributing towards the achievement of the Company’s strategic goals and values in business and this will lead the Company to achieve long term sustainable financial performance and growth. In line with the practices set out in the Malaysian Code on Corporate Governance (“the Code”), the Board is pleased to disclose the measures implemented by Sona Petroleum to ensure compliance with the Main Market Listing Requirements (“MMLR”) of Bursa Securities and the Code.

1. PRINCIPAl ReSPONSIBIlItIeS OF the BOARD

Sona Petroleum is led and managed by a competent Board comprising members with immense experience in the fields relevant to the Company. The breadth and depth of our Board skills are vital for the successful stewardship to Sona Petroleum’s strategic direction and operations to maximise shareholders’ value. Besides having an extensive track record in the oil and gas industry, the Board possesses a mix of skills in accounting, business, risk and capital management, financial services and economics.

The Board oversees the administration of the Company’s standards of business conduct, which are the foundation policies of Sona Petroleum. The Board reviews these policies periodically and the Directors, Management Team and employees are required to apply them in all aspects of the Company’s operations.

The objectives of Sona Petroleum’s Board Charter are to ensure that all Board Members acting on behalf of the Company are duly aware of their duties and responsibilities. The various key policies and/or statements and the Board Charter are set out below:-

Policies/Statements Description

(a) Board Charter Sets out the principal role of the Board, the demarcation of the roles, functions, responsibilities and power of the Board, the Board Committees and Managing Director (“MD”). It defines the specific responsibilities of the Board to facilitate and enhance coordination between the Board and the Management. It will also assist the Board in the assessment of its own performance and of its individual directors.

(b) Related Party Transaction Policy Sets out the obligations of the Directors, Management Team and other key personnel in relation to related party transactions.

(c) Limits of Authority Sets out the authority delegated to the Directors, Management Team and other key personnel.

(d) External Auditors’ Independence Policy Sets out the suitability and independence of external Auditors.

The Board is primarily responsible for ensuring that the principles of good corporate governance are practiced pursuant to the Best Practices as set out in the Code. The present structure and policies in place will ensure that shareholders’ and stakeholders’ values are protected and enhanced besides promoting business sustainability. Brief descriptions of the Board of Directors’ profiles are detailed in the Annual Report.

2. COMPOSItION OF the BOARD

Balanced in its composition and enriched with the diversity of its members, the Board determines the orientations of the Company’s activities and monitors their implementation. The Board, is made up of eight (8) members comprising three (3) Independent Non-Executive Directors including the Chairman, two (2) Non-Independent Executive Directors and three (3) Non-Independent Non-Executive Directors. This is in compliance with the MMLR, which requires one-third (1/3) of the Board to be independent.

Besides being responsible for the overall corporate governance of Sona Petroleum, the Board ensures control of the economic and

Annual Report 2013 • SONA PetROleuM BeRhAD 35

statement on corporate governance (continued)

financial management of the Company, validates the strategic directions proposed to the Board by the Management and ensures their implementation.

In performing its responsibilities, the Board will act:-

(a) in the best interests of Sona Petroleum;(b) honestly, fairly and diligently; and(c) in accordance with the duties and obligations imposed upon it by Sona Petroleum’s constitution and the law.

The presence of Independent Non-Executive Directors fulfils a pivotal role in corporate accountability. The roles of these Independent Non-Executive Directors are particularly important to provide unbiased and independent views, advice and judgement. This is to protect the interest of shareholders, employees, various stakeholders and the communities where the Company operates.

The roles and responsibilities of the Chairman and the MD are clearly distinct to ensure there is a balance of power and authority. The Chairman is responsible for ensuring Board effectiveness and conduct while the MD is responsible for the organisational and operational effectiveness and implementation of Board policies and decisions.

3. BOARD ChARteR

The Board has the ultimate and overall responsibility for corporate governance and management of the Company. The Board has adopted, among others, the following responsibilities for effective discharge of its functions:

(a) to draw-up strategies, business plans and key policies for the Company, which are to be reviewed and updated regularly for effective monitoring of the Management’s performance in its implementation;

(b) to oversee the conduct of businesses and/or acquisition exercises and to ensure that the Management Team is competent and effective in carrying out their duties;

(c) to identify the Company’s risk appetite and establish, approve, review and monitor comprehensive risk management policies, processes and infrastructure, and to ensure the implementation of the appropriate controls and systems;

(d) to consider emerging issues, which may be material to the business and affairs of the Company and to ensure that the Company has a proper succession plan for the Directors and Management Team;

(e) to ensure that the Company has in place a policy and/or procedure to enable effective communication with, and appropriate disclosure to, its shareholders and other stakeholders, and that shareholders have access to information about the Company in a timely manner;

(f ) to review the adequacy and integrity of the Company’s internal control system and management information systems, including systems for compliance with applicable laws, regulations, accounting standards, rules, directives, and guidelines;

(g) to review and approve the Company’s annual reports and unaudited periodic financial statements as required by Bursa Securities, including but not limited to other published financial statements and material and significant statements issued to shareholders;

(h) to establish procedures to identify, assess, evaluate and approve any related party transactions or conflict of interests situations that may arise within the Company, including any actions, procedures or course of conduct that raises questions of management integrity;

(i) to review and approve the Audit Committee Report at the end of each financial year; and

(j) to establish corporate values and good corporate governance practices and prepare a Statement on Corporate Governance in compliance with the Code and Statement on Risk Management and Internal Control for the Annual Report.



4. BOARD MeetINGS AND SuPPlY OF INFORMAtION

The Board meets at least four (4) times a year and additional meetings may also be held on an ad-hoc basis when significant issues arise. The Board regularly meets after the end of every financial reporting period where the Company’s financial statements and results are deliberated and considered. All Directors are furnished with a comprehensive set of Board papers, which includes the meeting agenda prior to the Board meetings. This allows the Directors to have sufficient time to deliberate issues raised at the Board meetings. The minutes of the previous Board meetings are also circulated to the Directors and confirmed at each meeting. Minutes of Board meetings are maintained by the Company Secretary who ensures that accurate and proper records of the proceedings of Board meetings and resolutions passed are recorded and kept in the statutory records at the registered office of Sona Petroleum. The Board is regularly updated on the Company’s activities and its operations and have full and unrestricted access to all financial and operational reports pertaining to the Company’s business, whether as a full Board or in their individual capacity.

The Board is fully apprised of the need to determine and disclose potential or actual conflicts of interest, which may arise in relation to transactions or matters, which may be laid before the Board. As for the financial year under review, which ended 31 December 2013, no situations of conflict of interest involving any of the present Directors arose.

There is a schedule of matters reserved specifically for the Board’s decision, which includes the approval of corporate plans and programmes, annual budgets, acquisition and disposal of significant assets, new ventures/major investments, fund raising exercises, changes to the management and control structure of the Company and issues in respect of key policies, procedures and authority limits.

The Company has appointed one (1) Company Secretary who is qualified, experienced and competent on statutory and regulatory requirements. Every Director has unrestricted access to the advice and services of the Company Secretary on relevant regulatory requirements, compliances and Board policies and procedures.

For the financial year ended 31 December 2013, the Board held four (4) meetings and details of the attendance are as follows:-

Name of Directors Attendance Andreas Johannes Raymundus van Strijp (Independent Non-Executive Chairman) (4/4)

Dato’ Sri Hadian Bin Hashim (Non-Independent Executive Director) (4/4)

Dato’ Maznah Binti Abdul Jalil (Non-Independent Executive Director) (4/4)

Myo Thant (Non-Independent Non-Executive Director) (2/4)

Anton Tjahjono (Non-Independent Non-Executive Director) (2/4)

Dato’ Mohamed Sabri Bin Mohamed Zain (Non-Independent Non-Executive Director) (3/4)

Dato’ Mohamed Khadar Bin Merican (Independent Non-Executive Director) (4/4)

Datuk Seri Panglima Sulong Bin Matjeraie (Independent Non-Executive Director) (4/4)

5. DIReCtORS’ tRAINING AND DevelOPMeNt

Sona Petroleum acknowledges that continuous education and training are vital for the Board members to gain insight into the state of the industry in which the Company operates, economy, technological advances, regulatory updates and management strategies to enhance the Board’s knowledge in discharging their duties.

All Directors have successfully attended the Mandatory Accreditation Programme accredited by Bursa Securities. The following Directors have also attended other relevant training programmes, seminars and/or conferences, which are organised by the relevant regulatory authorities and professional bodies. This initiative further enhances their business acumen and professionalism in discharging their duties.


The programmes in which members of the Board had participated during the financial year are as follows:-

Name Programmes

Dato’ Mohamed Khadar Bin Merican • Training Session No. 4 of ICAAP

• Training On OSK Products

• Financial Services Act, 2013 and Islamic Financial Services Act 2013 and Directors and Officers Liability Insurance Policy Presentation for Directors

• Governance in Groups Program

• Syariah Awareness Programme

Anton Tjahjono • A Global Strategy Forum in the Liquefied Natural Gas Sector

• Collaboration in Energy Development & Technology Partnership

• 37th Indonesia Petroleum Association Convention & Exhibition – Promoting Investment in a Challenging Environment

• International Gas Union Council Meeting

• 2nd GASEX 2014 Conference & Exhibition

• Algerian Government Presentation on the Last Amendments of the Hydrocarbons Law

• The Mines and Energy Society Meeting

Dato’ Mohamed Sabri Bin Mohamed Zain • Integrated Project Management Workshop

• 75th EAGE Conference & Exhibition Incorporating SPE Europec 2013, London, UK

• SPE Workshop on Managing Complex Capital Projects in the 21st Century – Paradigm Shift in Project Management

Apart from the above, the Board did not attend any other training programmes as they had not identified any training courses that were of particular benefit to their role as Directors of Sona Petroleum.

6. APPOINtMeNt tO the BOARD AND Re-eleCtION

The Company has established the Nomination and Remuneration Committee on 20 February 2013, which is made up exclusively of Non-Executive Directors and comprises the following members:

Datuk Seri Panglima Sulong Bin Matjeraie (Chairman, Independent Non-Executive Director)

Anton Tjahjono (Member, Non-Independent Non-Executive Director)

Dato’ Mohamed Khadar Bin Merican (Member, Independent Non-Executive Director)

The Nomination and Remuneration Committee is responsible to ensure that the procedures for appointing new Directors are transparent and rigorous for identifying and recommending new nominees to the Board as well as Board Committees. However, the Board as a whole makes all decisions on appointments after considering the recommendations. With respect to the nomination of new candidates for Board membership, the Nomination and Remuneration Committee will evaluate and recommend to the Board the criteria, qualifications, integrity, core competencies and experience deemed appropriate for the particular vacancy to be filled.

The Directors are required to notify the Chairman before accepting any new Directorship and to indicate the time expected to be spent on the new appointment. Generally, the Directors are at liberty to accept other board appointments so long as such appointments are not in conflict with the business of the Company and do not adversely affect the Directors performance as a member of the Board.

The Board is in the process of developing the diversity policy.



The Nomination and Remuneration Committee reviews and assesses annually, the effectiveness, contribution and performance of the Board, each Board Committee, each individual Director and the MD, and the independence of Independent Directors.

The Nomination and Remuneration Committee also reviews annually and recommends to the Board the structure, size, balance and composition of the Board and Board Committees. This includes assessing the optimal balance for Board membership and the desirable number of independent directors for the Board to function effectively and efficiently.

The Articles of Association of the Company provides that at least one-third of the Directors shall retire from office by rotation at each Annual General Meeting (“AGM”) and that each Director shall retire from office at least once in every three years, and are eligible to offer themselves for re-election. Directors over seventy years of age are required to submit themselves for re-appointment annually in accordance with Section 129(6) of the Companies Act, 1965 (“CA”).

7. DIReCtORS’ ReMuNeRAtION

The Nomination and Remuneration Committee reviews and recommends to the Board the remuneration of the Executive Directors in all its forms, drawing from outside advice as necessary. Individual Directors do not participate in the discussion relating to their own remuneration. The Committee recommends for the Board’s approval all elements of the remuneration packages, terms of employment, reward structure and fringe benefits.

The remuneration packages of the Executive Directors takes into account individual performance and experience to ensure the Company attracts and retains Directors of high calibre needed to run the Company successfully. The remuneration package is also structured so as to link rewards to the achievement of corporate and individual performance. The fees of the Non-Executive Directors depend on their contribution to the Company in terms of their responsibilities and time spent as well as their level of knowledge and experience.

The details of the remuneration of the Directors for the financial year ended 31 December 2013 are as follows:

executive:

Dato’ Sri Hadian Bin Hashim

Salaries and other contributions RM 286,200 Benefit-in-kind RM 24,372 Fees RM 22,500 Allowances RM 14,000

Dato’ Maznah Binti Abdul Jalil

Salaries and other contributions RM 171,840 Benefit-in-kind RM 22,398 Fees RM 22,500 Allowances RM 10,000

Non-executive:


Fees RM 60,000 Allowances RM 8,000



Dato’ Mohamed Sabri Bin Mohamed Zain




Datuk Seri Panglima Sulong Bin Matjeraie


Anton Tjahjono


Myo Thant


The Nomination and Remuneration Committee will also review and consider the Remuneration Policy for Sona Petroleum.

8. COMMItteeS eStABlISheD BY the BOARD

The following Board Committees have been established to assist the Board in the execution of its responsibilities:

(a) Audit Committee;(b) Risk Management Committee; and(c) Nomination and Remuneration Committee.

All the committees have adopted the terms of reference setting out matters relevant to the composition, responsibilities and administration of the committees.

The above committees have the authority to examine particular issues and report to the Board on their proceedings and deliberations together with their recommendations, if any. However, the ultimate responsibility for the final decision on all matters lies with the entire Board.

9. ShARehOlDeRS AND INveStORS

Shareholders

Sona Petroleum recognises the need for shareholders and investors to be informed of relevant information in a timely manner through formal channels of communication. Therefore, the Company complies strictly with the disclosure requirements of MMLR and the Malaysian Accounting Standards Board. All announcements made to Bursa Securities by Sona Petroleum are posted on our website www.sonapetroleum.com. In addition to various announcements made during the year, the timely release of semi-annual financial reports provides shareholders and potential investors with an overview of Sona Petroleum’s performance and operations. The Annual Report communicates comprehensive and adequate details of the financial results and activities undertaken by the Company.

AGMs and Extraordinary General Meetings (“EGMs”) provide the platform for Directors and the Management to engage in face-to-face discourse with shareholders.

The Board is currently developing the Corporate Disclosure Policy and Shareholders’ Communication Policy to enhance the effectiveness of communication between the shareholders, investors and Sona Petroleum.

AGM

The AGM serves as the principal forum where the shareholders can participate and raise questions pertaining to the business operations, financial performance, corporate developments and the resolutions being proposed.

In accordance with the Recommendation 8.2 of the Code, the Board is encouraged to put substantive resolutions to vote by poll. The Board is of the view that within the current level of shareholders at AGM, voting by way of a show of hands continues to be efficient. The Board will evaluate the feasibility of carrying out electronic polling at its general meetings in future.



10. ACCOuNtABIlItY AND AuDIt

Financial Reporting

The Board is committed to provide and present a clear, balanced and comprehensive assessment of the Company’s financial performance and prospects at the end of the financial year. The Directors are responsible for ensuring the financial statements are drawn up in accordance with the provisions of the CA. The Company has used appropriate accounting policies, consistently applied and supported by reasonable and prudent judgment and estimates.

Directors’ Responsibilities in Financial Reporting

The Board is required by the CA to prepare financial statements, which reflect a true and fair view of the state of affairs in the Company and the financial results of the Company for the financial year.

The Board is responsible for ensuring that proper accounting records are kept which discloses, with reasonable accuracy at any time, the financial position of the Company and to enable them to ensure that the financial statements comply with the provisions of the CA. The Board is satisfied that it has met its obligation to present a balanced and understandable assessment of the Company’s position in the financial statements of the Company for the financial year ended 31 December 2013. The Company has followed all applicable accounting policies and applied them consistently and prudently. The Board is of the opinion that the financial statements have been prepared in accordance with all relevant approved accounting standards on a going concern basis.

Auditors

The Board has established formal, professional and transparent arrangements with the Company’s external auditors Messrs. Ernst & Young.

Since the listing of the Company, the Audit Committee members have met and discussed with the external auditors twice during the financial year ended 31 December 2013.

Internal Control

The Board acknowledges its responsibilities for establishing and maintaining a sound system of internal control to safeguard shareholders’ investment and assets. The Board is responsible for the establishment and continuous development of key policies and procedures in respect to the system of internal control.

Details of the Internal Control functions are stated in the Statement on Risk Management and Internal Control in the Annual Report.

Sustainability Policy & Code of Conduct and ethics

Sona Petroleum is committed to implement the Sustainability Policy in order to meet stakeholders’ expectations, strive to be efficient and profitable, ensure that the Board and employees uphold the highest integrity in discharging their duties and implement safe work practices for all its employees.

11. StAteMeNt ON COMPlIANCe WIth the MAlAYSIAN CODe ON CORPORAte GOveRNANCe

Sona Petroleum is committed to achieve high standards of ethics, integrity and corporate governance in all its business dealings. Save as disclosed otherwise, the Board considers that it has complied with the principles and best practices as set out in the Code and the Corporate Governance Guide issued by Bursa Securities throughout the financial year.

This Statement on Corporate Governance was approved by the Board of Directors on 17 April 2014.



audit committee report

The Audit Committee of Sona Petroleum is pleased to present their Audit Committee Report for the financial year ended 31 December 2013 in compliance with paragraph 15.15 of MMLR of Bursa Securities.

AuDIt COMMIttee MeMBeRS

The Audit Committee comprises the following four members, three of whom, including the Chairman, are Independent Non-Executive Directors:

- Dato’ Mohamed Khadar Bin Merican (Chairman, Independent Non-Executive Director)- Andreas Johannes Raymundus van Strijp (Member, Independent Non-Executive Director)- Datuk Seri Panglima Sulong Bin Matjeraie (Member, Independent Non-Executive Director)- Myo Thant (Member, Non-Independent Non-Executive Director)

teRMS OF ReFeReNCe

1. COMPOSItION OF the AuDIt COMMIttee

In discharging its duties and responsibilities, the Audit Committee is guided by the following Terms of Reference:

Membership

The Audit Committee comprises at least three Non-Executive Directors, the majority of whom are independent. The members of the Audit Committee shall elect a Chairman who shall be an Independent Director, from among themselves.

At least one member of the Audit Committee shall be a member of the Malaysian Institute of Accountants or alternatively a person who has at least three years working experience and has passed the examinations specified in Part 1 of the First Schedule of the Accountants Act, 1967 or is a member of one of the associations specified in Part II of the said schedule or a person who fulfills the requirements as may be prescribed by Bursa Securities from time to time.

No alternate Director shall be appointed as a member of the Audit Committee. The Board shall review the terms of office and performance of the members of the Audit Committee at least once every three years to determine whether the members have carried out their duties in accordance with their Terms of Reference.

In the event of any vacancy in the Audit Committee resulting in the non-compliance of the MMLR of Bursa Securities, the Board shall fill the vacancy within three months from the date of the vacancy.

2. SeCRetARY OF the AuDIt COMMIttee

The Company Secretary of the Company shall be the Secretary of the Audit Committee.

3. DutIeS AND ReSPONSIBIlItIeS OF the AuDIt COMMIttee

The following are the main duties and responsibilities of the Audit Committee collectively:

• Mandate the internal audit function to report directly to the Committee;

• Review the adequacy of the scope, functions, competency and resources of the internal audit function, and that it has the necessary independence and authority to carry out its work, which should be performed professionally and with impartiality and proficiency;

• Review the internal audit reports and to ensure that appropriate and prompt remedial action is taken by the management on lapses in controls or procedures that are identified by internal audit;

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

• Approve the appointment or termination of the Regional Head - Internal Audit and senior staff members of Internal Audit;


• Take cognisance of resignations of internal audit staff and the reason for resigning;

• To consider the appointment of the external auditors, the audit fees, any questions of resignation or dismissal of the external auditor;

• To submit a copy of written representation or submission of external auditors’ resignation to the Bursa Securities;

• Monitor the effectiveness of the external auditors’ performance and external auditors’ independence and objectivity;

• 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;

• Review major findings raised by the external auditors and management’s responses, including the status of the previous audit recommendations;

• To discuss problems and reservations arising from the interim and final audits, and any matter the external auditors may wish to discuss (in the absence of management where necessary);

• To provide a line of communication between the Board and the external auditors;

• To review the quarterly and year-end financial statements of the Group and Company, focusing particularly on: -

- any change in accounting policies and practices;

- significant adjustments arising from the audit;

- litigation that could affect the results materially;

- the going concern assumption; and

- compliance with accounting standards and other legal requirements.

• To review any related party transactions and conflict of interest situations that may arise within the Company or Group including transactions, procedures or courses of conduct that may raise questions of management’s integrity;

• Report the Audit Committee’s activities for the financial year in the annual report;

• To consider the major findings of internal investigations and management’s response;

• To review the Company’s procedures for detecting fraud and whistle blowing and ensure that arrangements are in place by which staff may, in confidence, raise concerns about possible improprieties in matters of financial reporting, financial control or any other matters (in compliance with provisions made in the CA); and

• To consider any other matters as directed by the Board.

4. AuthORItY AND POWeRS OF the AuDIt COMMIttee

In carrying out its duties and responsibilities, the Audit Committee shall:

• have authority to investigate any matter within its Terms of Reference;

• have full, free and unrestricted access to the Group and Company’s records, properties, personnel and other resources;

• have full and unrestricted access to any information regarding the Group and Company;

• have direct communication channels with the external auditors and person(s) carrying out the internal audit function;

• be able to obtain independent professional or other advice; and

• convene meetings with the external auditors, internal auditors or both, excluding the attendance of other directors and employees of the Company, whenever deemed necessary.

5. CONDuCt OF MeetINGS OF the AuDIt COMMIttee The Audit Committee shall meet at least four times annually. At least two members with majority present must be Independent

Directors in order to form a quorum for the meeting.

audit committee report (continued)


The MD and the Chief Financial Officer (“CFO”) will normally be invited to attend meetings of the Audit Committee. External auditors shall be entitled to attend meetings of the Audit Committee at least twice a year to make known their views on any matter under consideration by the Audit Committee or, which in their opinion, should be brought to the Audit Committee’s attention. Non-member Directors and employees of the Company shall not attend unless specifically invited by the Audit Committee.

The Company Secretary shall record, prepare and circulate the minutes of the meetings of the Audit Committee and ensure that the minutes are properly kept and produced for inspection if required.

The Audit Committee shall report to the Board and its minutes will be tabled to and noted by the Board.

MeetINGS AND AtteNDANCe

During the financial year ended 31 December 2013, three Audit Committee meetings were held and details of attendance of the Audit Committee members are as follows:

Name of Directors Attendance

Dato’ Mohamed Khadar Bin Merican (Chairman) (3/3) Andreas Johannes Raymundus van Strijp (3/3)

Datuk Seri Panglima Sulong Bin Matjeraie (2/3) Myo Thant (2/3)

The Company’s external auditors were present at two Audit Committee meetings during the financial year where matters relating to the audit of the Company annual financial statements were discussed. Prior to some Audit Committee Meetings, private sessions between the Audit Committee and the external auditors were held without the presence of the management during the financial year to discuss audit findings and any other observations they may have during the audit process. The Audit Committee Chairman also had two separate meetings with the external auditors without the management’s presence.

The Chairman of the Audit Committee reports to the Board on matters deliberated at the Audit Committee meetings. Minutes of meetings of the Audit Committee were also circulated to all members of the Board.

SuMMARY OF AuDIt COMMIttee ACtIvItIeS

The following activities were carried out by the Audit Committee during the financial year ended 31 December 2013:

Financial Reporting

• Reviewed the semi-annual and year-to-date financial results of the Company and the relevant announcements to Bursa Securities, focusing particularly on significant changes to accounting policies and practices and compliance with financial reporting and accounting standards before recommending them to the Board for approval.

• Reviewed the annual audited financial statements of the Company prior to submission to the Board for approval. The review was with the management and the external auditors to ensure that the financial reporting and disclosures are in compliance with the MMLR, provisions of the CA, applicable International Financial Reporting Standards, approved accounting standards issued by the Malaysian Accounting Standards Board, any other relevant legal and regulatory requirements and the impact of the items to the financial statements.

INteRNAl AuDIt FuNCtION

The Company will outsource its Internal Audit Function to an independent professional firm after its AGM, which will report directly to the Audit Committee. The Audit Committee is to review and monitor on behalf of the Board, the adequacy and integrity of the Company’s internal control.

audit committee report (continued)


statement on risk management and internal control (continued)statement on risk management and internal control

INtRODuCtION

Sona Petroleum Berhad (“Sona Petroleum” or “the Company”) was listed on the Main Market of Bursa Malaysia Securities Berhad (“Bursa Securities”) on 30 July 2013 (“Listing”). The Board of Directors (“the Board”) recognises the importance of maintaining a sound system of risk management and internal control in Sona Petroleum and complying with the Malaysian Code on Corporate Governance (“the Code”). The Board has prepared the following Statement on Risk Management and Internal Control which outlines the nature and scope of risk management and internal control of the Company, pursuant to the requirement of the Main Market Listing Requirements (“MMLR”) of Bursa Securities in accordance to the ‘Statement on Risk Management and Internal Control: Guidelines for Directors of Listed Issuers’.

PRINCIPAl ReSPONSIBIlItIeS

The Board is responsible and accountable for the Company’s system of risk management and internal control, which includes the establishment of appropriate risk management processes and control environment, as well as reviewing its effectiveness, adequacy and to achieve good corporate governance. The Board acknowledges that the system of risk management and internal control is designed to help manage and minimise impact rather than completely eliminate the risk of failure that may impede the achievement of the Company’s business objectives. Accordingly, it can only provide reasonable, but not absolute assurance against material misstatement of financial information and records or against financial losses or fraud.

As part of the continued efforts to strengthen the Company’s risk management and internal control environment, the Board, through the Audit and Risk Management Committees, ensures that the risk management and internal control practices are adequately implemented within the Company.

RISK MANAGeMeNt

As part of Board’s efforts in discharging its duties and responsibilities in maintaining a sound system of risk management and internal control, the Company will establish a comprehensive Risk Management Framework (“RMF”) for the effective management of its key business risks for the Company. The RMF will be in line with the Company’s commitment to deliver sustainable value and it will form an integral part of the Company’s strategic planning and business operations. The RMF will further facilitate a systematic approach to risk management that will promote risk ownership and the continuous monitoring of key risks identified.

The Risk Management Committee supports the Board to fulfil its corporate governance, risk management and statutory responsibilities in order to manage the principal risks exposure of the Company.

INteRNAl AuDIt FuNCtION

The Company will outsource its Internal Audit Function to an independent professional firm after its Annual General Meeting, which will report directly to the Audit Committee. The Audit Committee is to review and monitor on behalf of the Board, the adequacy and integrity of the Company’s internal control.

KeY eleMeNtS OF RISK MANAGeMeNt AND INteRNAl CONtROl

The RMF provides a systematic approach on how to identify, evaluate and manage the Company’s risks. The key elements of the policies and processes are:

1. SeleCtION PROCeSS OF QuAlIFYING ASSet ACQuISItION

The Company has in place a selection process of Qualifying Assets Acquisition (“Selection Process”), which provides a systematic and verifiable approach of the asset acquisition process. It outlines the recommended procedures and criteria for each stage of the acquisition from the identification of target assets to the completion of acquisition of the asset(s).

All business strategies adopted in identification of target asset(s) must adhere to the Selection Process, which are approved and monitored by the Board. The Risk Management Committee will evaluate the merits of a particular acquisition of target asset(s).


statement on risk management and internal control (continued)

The Selection Process of the target asset(s) for the qualifying acquisition that the Company undertakes is as follows:

i. Identify potential target asset(s).

ii. Conduct background research on the target asset(s).

iii. Evaluate, assess and shortlist selected target asset(s).

iv. Commence discussions for the selected target asset(s) with the relevant parties, which may be followed by preliminary negotiations and submission of non-binding bid.

v. Conduct formal due diligence on the selected target asset(s) and negotiations.

vi. Evaluation by the Risk Management Committee for recommendation to the Board for approval.

vii. Enter into conditional sale and purchase agreement(s) to acquire the target asset(s).

viii. Obtain approvals from relevant regulatory authorities and shareholders for the qualifying acquisition.

ix. Completion of qualifying acquisition.

The Company will engage professionals to conduct the necessary technical, legal and financial due diligence on the selected target asset(s) to obtain their independent advice and valuation of the selected target asset(s). Leveraging on the combined relevant professional expertise, technical knowledge and operational experience in the Exploration and Production phases, the Management Team will concurrently conduct technical and operational due diligence to facilitate the Selection Process.

2. ORGANISAtION StRuCtuRe

The organisational structure of the Company is aligned to its business and operational requirements. There are clear reporting lines and authority limits governing the approval process, which are supported by a written limit of authority. The structure will be reviewed regularly to monitor its effectiveness and to provide support to changing business requirements.

3. lIMItS OF AuthORItY (“lOA”)

The Board’s approving authority is delegated to the management through a clear and formally defined LOA to deal with areas of investments, commercial business decisions, capital expenditure, appointment of consultants, operating expenses, human resource matters, operations, corporate communication activities, financial treasury and unbudgeted expenses. The key principle adhered to in its formulation is to ensure that a system of check and balance are incorporated therein. The LOA shall be periodically reviewed and updated to ensure its relevance and effectiveness, and approved by the Board.

4. CASh INveStMeNtS AND MONItORING

Under the Equity Guidelines issued by the Securities Commission of Malaysia (“SC”), the cash in the Company’s cash trust account raised from the initial public offering may only be invested in securities issued by the Malaysian Government, money market instruments and AAA-rated papers (collectively known as “Permitted Investments”) prior to the completion of the qualifying acquisition. After taking into consideration key factors such as returns, tenure and risks, the management had recommended, and the Board had approved, that the proceeds raised shall be invested, mainly in Permitted Investments, which are Shariah compliant. A custodian has been appointed in accordance with the trust deed to manage the cash trust accounts, which includes its investments.

5. CORPORAte INteGRItY PlAN

We are committed towards conducting our business with integrity, enhancing corporate governance and abide by ethical business practices. During the year, the Board adopted the following:

(a) Related Party Transaction Policy - sets out the obligations of the Directors, Management Team and other key personnel in relation to related party transactions; and

(b) Board Charter - sets out the roles and responsibilities of the Board of Directors, its composition and conduct, the roles and responsibilities of the Chairman and the Directors, and other Board-related matters.


6. WhIStle BlOWING POlICY

The Whistle Blowing Policy has been established to assist stakeholders raise concerns, without fear of retaliation, on any wrong doing that they may observe in the Company. Sona Petroleum expects the highest standards of integrity from all its employees and various stakeholders and is obligated to protect the Company’s interests.

Whistle blower protection is essential to encourage the reporting of misconduct, fraud and corruption, and is consistent with legal developments, namely the Whistleblower Protection Act 2010, as well as the requirements stipulated in the Capital Markets and Services Act 2007 (“CMSA 2007”).

A Whistle Blowing Policy was approved by the Board on 15 December 2013.

The whistle blowing channels are established to report instances of unethical behaviour, actual or suspected fraud, misappropriation of assets, dishonesty, criminal breach of trust, illicit and corrupt practices, sexual harassment or breaches of Company policies to the Chairman of the Audit Committee.

The implementation of the Whistle Blowing Policy has been made to protect the Company’s officers, employees and others who make disclosures on breach or non-observance of any requirement or provision of the CA or any serious offence involving fraud and dishonesty. It also covers the procedures for disclosure, investigation and the respective outcome of such investigations.

7. CONCluSION

The Board is pleased to report that the Company’s internal control system and risk management practices are in tandem with the Company’s objective to ensure good corporate governance. The Board remains committed towards developing a sound system of risk management and internal control, which is effective and adequate to safeguard shareholders’ investment. The Board has also received assurance from the Managing Director and Chief Financial Officer that the risk management and internal control systems of the Company are operating adequately and effectively in all material aspects, based on the policies adopted by the Board.

lIMIteD ASSuRANCe PROCeDuReS PeRFORMeD ON the StAteMeNt BY eXteRNAl AuDItORS

The external auditors, Messrs Ernst & Young, have performed limited assurance procedures on this Statement on Risk Management and Internal Control for inclusion in the annual report of Sona Petroleum for the year ended 31 December 2013 and have reported to the Board that nothing had come to their attention that caused them to believe that this statement is not prepared, in all material respects, in accordance with the disclosure required by paragraphs 41 and 42 of the Statement on Risk Management and Internal Control: Guidelines for Directors of Listed Issuers, nor is this statement factually inaccurate.

This Statement on Risk Management and Internal Control was approved by the Board on 17 April 2014.

statement on risk management and internal control (continued)


additional compliance information

The following information is provided in accordance with Paragraph 9.25 of the MMLR of Bursa Securities as set out in Appendix 9C thereto.

1. utIlISAtION OF PROCeeDS

estimate time frame for Proposed utilisation up to Details of utilisation utilisation upon listing utilisation 31 December 2013 RM’000 RM’000

Acquisition of qualifying asset(s) Within 36 months from the Listing 495,000 Note 1

Redemption of Redeemable Immediately Convertible Preference Shares (“RCPS”) after Listing Note 2 Note 2

Working capital Within 36 months from the Listing 46,522 4,064

Listing expenses Within 1 month from the Listing 21,300 20,255

Gross proceeds 562,822 24,319

Notes:-

1 - this amount which represents 90% of the IPO proceeds, have been placed in the Cash Trust Accounts and administered by the Custodian in accordance with the terms and conditions of the Custodian Agreement.

2 - the RCPS that have not been converted into ordinary shares have been redeemed by the Company immediately after the Listing, which amounted to RM274.

2. ShARe BuY BACK

The Company does not have a scheme to buy back its own share.

3. OPtIONS, WARRANtS OR CONveRtIBle SeCuRItIeS

RCPS

On 19 February 2013, the Company entered into the RCPS Subscription Agreement with Platinum Autumn Sdn. Bhd. (“Platinum Autumn”), a company which is collectively owned by Dato’ Sri Hadian Bin Hashim, Dato’ Maznah Binti Abdul Jalil, Dato’ Mohamed Sabri Bin Mohamed Zain, Anton Tjahjono and Myo Thant, Directors of the Company together with four other key management personnel of the Company (collectively known as “Management Team”). Pursuant to the RCPS Subscription Agreement, the Company issued 28,217,000 RCPS of RM0.01 each at a premium of RM0.09 per RCPS, for a cash consideration of RM2,821,700.


The salient terms of the RCPS issued are summarised below:-

(a) The RCPS shall not be entitled to any dividend.

(b) Unless earlier redeemed:

(i) on a date to be determined by the Company, which shall be a date prior to the date of submission to the SC for the Proposed Listing, the holders of the RCPS shall convert 8,214,260 RCPS into 82,142,600 new shares together with 82,142,600 Warrants; and

(ii) on a date to be determined by the Company, which shall be at least one business day before the date of allotment for the new shares to be issued pursuant to the Initial Public Offering (“IPO”), the holders of the RCPS shall convert all or any part of the remaining RCPS it then holds into such number of shares as may be required so that the holders of the RCPS will hold a total number of shares equivalent to 20% (but shall not be more than 20%) of the enlarged issued and paid-up ordinary shares capital of the Company as at the date of Listing, on the basis of one RCPS to ten Conversion Shares (together with ten free detachable Warrants).

Other than as set out above, the holder shall not be entitled to convert any RCPS into Conversion Shares.

(c) Subject only to compliance with the requirements of Section 61 of the CA, all RCPS (unless earlier converted into shares) shall be fully redeemed by the Company, at the redemption price of RM0.10 per RCPS:-

(i) on the date failing 12 months after the date of issue of the RCPS if the approval from the SC is not received by the Company by then and after the initial investors have been repaid the amount paid on their shares; or

(ii) on the date failing 14 business days after the Company’s receipt of any letter from the SC rejecting or stating its non approval of the Company’s application for the IPO and after the initial investors have been repaid the amount paid on their shares; or

(iii) on the date falling 14 days after a resolution of the Board of directors has been passed to abort the IPO and after the initial investors have been paid the amount paid on their shares; or

(iv) immediately after the date of Proposed Listing, whichever occurs first.

(d) The RCPS shall entitle the holder to the voting rights as referred to in Section 148(2) of the CA and, to the fullest extent permitted by the CA in relation to preference shares, all other statutory voting rights.

Accordingly, the RCPS is classified as a financial liability as the Company does not have the unconditional right to avoid delivering cash upon events described in Note (c) above.

On 19 February 2013, the holders of the RCPS converted 8,214,260 RCPS into 82,142,600 ordinary shares of RM0.01 each together with 82,142,600 Warrants; and on 24 July 2013, the holders of the RCPS further converted 20,000,000 RCPS into 200,000,000 ordinary shares of RM0.01 each together with 200,000,000 Warrants.

On 12 August 2013, the Company redeemed the balance of the 2,740 RCPS at RM0.10 each out of the proceeds from the subscription by the initial investor.

additional compliance information (continued)


4. DePOSItORY ReCeIPt PROGRAMMe

The Company did not sponsor any depository receipt programme during the financial year ended 31 December 2013.

5. SANCtIONS AND/OR PeNAltIeS

There was no sanctions and/or penalties imposed on the Company, Directors or Management by the relevant regulatory bodies during the financial year ended 31 December 2013.

6. NON-AuDIt FeeS

The amount of non-audit fees paid to the Company’s external auditors or their affiliates for services rendered to the Company for the financial year ended 31 December 2013 was RM345,000 for their services rendered as Reporting Accountants for the IPO.

7. MAteRIAl CONtRACtS

Save as disclosed below, there are no contracts which are material (not being contracts entered into in the ordinary course of business) which have been entered into by the Company within 2 years immediately preceding the date of this Annual Report:-

(a) utilisation letter dated 30 October 2012 issued by the Company to Platinum Autumn for an advance in the amount of RM2,821,700 made to the Company for use as initial working capital for the IPO;

(b) RCPS subscription agreement dated 19 February 2013 between the Company and Platinum Autumn for the subscription of 28,217,000 RCPS at a subscription price of RM0.10 per RCPS by Platinum Autumn, satisfied via the cash advances from Platinum Autumn (as amended by the Supplemental RCPS Subscription Agreement);

(c) a supplemental agreement to the RCPS Subscription Agreement dated 21 June 2013 entered into between the Company and Platinum Autumn to further amend, modify and/or vary the RCPS Subscription Agreement on the terms and condition contained therein; and

(d) the master subscription agreement dated 20 February 2013 entered into between the Company and each of the Initial Investors for the subscription of 28,571,500 new ordinary shares of RM0.01 each together with 28,571,500 attached warrants at a subscription price of RM0.35 per new ordinary share of RM0.01 each, fully paid in cash by the Initial Investors prior to the IPO.

8. CORPORAte SOCIAl ReSPONSIBIlItY (“CSR”) Sona Petroleum is aware that to ensure long term sustainability, its strategic orientation will need to look beyond financial

parameters. We advocate open and transparent business practices, which are based on fundamental ethical values. Furthermore, we conduct ourselves responsibly in our dealings with our shareholders and all other stakeholders. We will endeavour to develop our CSR framework, which will cover the four aspects of workplace, marketplace, environment and community after we have successfully acquired our Qualifying Acquisition. CSR elements will be integrated into our strategic business management practices to sustain the triple bottom line of the Company, which encompasses economic, environmental and social performances.

additional compliance information (continued)


statement on directors’ responsibility

The Directors are required by the CA to prepare financial statements for each financial year that give a true and fair view of the state of affairs of the Company at the end of the financial year, and of their results and cash flows for the financial year then ended. The financial statements for the year ended 31 December 2013 of the Company, as set out on pages 52 to 81, are properly drawn up so as to give a true and fair view of the state of affairs of the Company and of the results and cash flows for the financial year ended on that date.

In preparing the financial statements the Directors have considered:-

- the Company has adopted and consistently applied appropriate accounting policies;

- made reasonable and prudent judgments and estimates;

- all applicable approved accounting standards in Malaysia and the provisions of the CA have been compiled with; and

- the going concern basis used is appropriate and valid.

The Directors have the responsibility for ensuring that the Company keeps accounting records, which disclose with reasonable accuracy the financial position of the Company and which enable them to ensure the financial statements comply with the CA.

The Directors also have the general responsibility for taking such steps that are reasonably available to them to safeguard the assets of the Company, and to prevent and detect fraud and other irregularities.

FINANCIAL STATEMENTS52 Directors’ Report

56 Statement by Directors

56 Statutory Declaration

57 Independent Auditors’ Report

58 Statement of Profit or Loss and Other Comprehensive Income

59 Statement of Financial Position

60 Statement of Changes in Equity

61 Statement of Cash Flows

62 Notes to the Financial Statements

SONA PEtROLEum BERhAD • Annual Report 201352

The directors hereby present their report together with the audited financial statements of the Company for the financial year ended 31 December 2013.

Conversion into a Public Company

On 25 February 2013, the Company was converted into a public company.

Principal Activity

The principal activity of the Company is that of investment holding.

There was no significant change in the nature of its activity during the financial year.

On 30 July 2013, the Company was listed on the Main Market of Bursa Malaysia Securities Berhad (“Bursa Securities”) as a Special Purpose Acquisition Company as defined in the Equity Guidelines issued by the Securities Commission Malaysia (“Equity Guidelines”) .

Results Rm

Loss net of tax (6,339,891)

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

In the opinion of the directors, the results of the operations of the Company during the financial year were not substantially affected by any item, transaction or event of a material and unusual nature.

Dividends

No dividend has been paid or declared by the Company since the end of the previous financial year. The directors do not recommend any dividend to be paid in respect of the current financial year.

Directors

The names of the directors of the Company in office since the date of the last report and at the date of this report are:

Dato’ Sri Hadian Bin HashimDato’ Maznah Binti Abdul JalilAndreas Johannes Raymundus Van Strijp (appointed on 29 January 2013)Dato’ Mohamed Khadar Bin Merican (appointed on 29 January 2013)Dato’ Mohamed Sabri Bin Mohamed Zain (appointed on 29 January 2013)Datuk Seri Panglima Sulong Bin Matjeraie (appointed on 29 January 2013)Anton Tjahjono (appointed on 29 January 2013)Myo Thant (appointed on 29 January 2013)Dato’ Saw Choo Boon (resigned on 29 January 2013)

Directors’ Benefits

Neither at the end of the financial year, nor at any time during that year, did there subsist any arrangement to which the Company was a party, whereby the directors might acquire benefits by means of the acquisition of shares in or debentures of the Company or any other body corporate, other than the redeemable convertible preference shares subscription agreement, dated 19 February 2013, between the Company and Platinum Autumn Sdn. Bhd. (“Platinum Autumn”), a company in which Dato’ Sri Hadian Bin Hashim, Dato’ Maznah Binti Abdul Jalil, Dato’ Mohamed Sabri Bin Mohamed Zain, Anton Tjahjono and Myo Thant, directors of the Company (“RCPS Subscription Agreement”), have substantial interest, as disclosed in Note 19 to the financial statements.

Since the end of the previous financial year, no director has received or become entitled to receive any benefits (other than benefits included in the aggregate amount of emoluments received or due and receivable by the directors or the fixed salary of a full time employee of the Company as shown in Note 7 to the financial statements) by reason of a contract made by the Company or a related corporation with any directors or with a firm of which he/she is a member, or with a company in which he/she has a substantial financial interest.

dIrECTorS’ rEporT

Annual Report 2013 • SONA PEtROLEum BERhAD 53

Directors’ Interest

According to the register of directors’ shareholdings, the interests of directors in office at the end of the financial year in shares, redeemable convertible preference shares (“RCPS”) and warrants in the Company during the financial year were as follows:

Number of ordinary shares of Rm1 each Number of ordinary shares of Rm0.01 Each 1 January (Sold)/ Subdivision 31 December 2013 Acquired of shares* Acquired Sold 2013

the Company

Direct interestDato’ Sri Hadian Bin Hashim 1 (1) - - - -Dato’ Mohamed Khadar Bin Merican - - - 100,000 - 100,000Dato’ Mohamed Sabri Bin Mohamed Zain - - - 100,000 - 100,000

Deemed interestDato’ Sri Hadian Bin Hashim ^ - 2 200 282,142,600# - 282,142,800Dato’ Maznah Binti Abdul Jalil ^ - 2 200 282,142,600# - 282,142,800Datuk Seri Panglima Sulong Bin Matjeraie ** - - - 2,000 - 2,000

* On 19 February 2013, the Company completed the subdivision of every one ordinary share of RM1 each into 100 ordinary shares of RM0.01 each

** Deemed interest through child# Acquired through conversion of RCPS

Redeemable Convertible Preference Shares (“RCPS”)

Number of RCPS of Rm0.10 Each 1 January 31 December 2013 Acquired Converted Redeemed^^ 2013

the Company

Deemed interestDato’ Sri Hadian Bin Hashim ^ - 28,217,000 (28,214,260) (2,740) -Dato’ Maznah Binti Abdul Jalil ^ - 28,217,000 (28,214,260) (2,740) -

^ Deemed interest through the directors’ interest in Platinum Autumn Sdn. Bhd.^^ On 12 August 2013, in accordance to section 61(3A) of Companies Act 1965, the Company redeemed the remaining 2,740 RCPS

for a total consideration of RM274, for cash through the proceeds arising from the subscription by initial investors as disclosed in Note 14 to the financial statements.

Warrants

Number of Warrants 1 January 31 December 2013 Acquired Converted 2013

the Company

Deemed interestDato’ Sri Hadian Bin Hashim ^ - 284,142,600# - 284,142,600Dato’ Maznah Binti Abdul Jalil ^ - 284,142,600# - 284,142,600

^ Deemed interest through the directors’ interest in Platinum Autumn Sdn. Bhd.# Acquired through conversion of RCPS

Other than disclosed above, the other directors in office at the end of the financial year had no interest in shares, RCPS or warrants of the Company during the financial year.

dIrECTorS’ rEporT (CoNTINuEd)


Changes in Authorised Share Capital, Paid-up Ordinary Shares, RCPS and Warrants

(i) On 19 February 2013, the Company:

(a) subdivided its authorised share capital of RM100,000 comprising 100,000 ordinary shares of RM1 each to RM100,000 comprising 10,000,000 ordinary shares of RM0.01 each;

(b) increased its authorised share capital of RM100,000 to RM50,000,000 comprising 4,970,000,000 ordinary shares of RM0.01 each and 30,000,000 RCPS of RM0.01 each through the creation of 4,960,000,000 ordinary shares of RM0.01 each and 30,000,000 RCPS of RM0.01 each;

(c) issued 28,217,000 RCPS of RM0.01 each at a premium of RM0.09 per RCPS, for cash consideration of RM2,821,700, pursuant to the RCPS Subscription Agreement as disclosed in Note 19 to the financial statements, for working capital purposes; and

(d) increased its issued and paid-up ordinary share capital from RM2 to RM821,428 by way of issuance of 82,142,600 ordinary shares of RM0.01 each pursuant to the conversion of 8,214,260 RCPS of RM0.01 each into 82,142,600 new ordinary shares together with 82,142,600 free detachable warrants (“Warrant(s)”).

(ii) On 20 February 2013, pursuant to the respective share subscription agreements dated 20 February 2013 between the Company and certain initial investors (“Initial Investors”), the Company increased its issued and paid-up ordinary share capital from RM821,428 to RM1,107,143 by way of issuance of 28,571,500 new ordinary shares of RM0.01 each together with 28,571,500 Warrants at a premium of RM0.34 per ordinary share together with one Warrant for cash consideration of RM10,000,025, for working capital purposes.

(iii) On 24 July 2013, the Company increased its issued and paid-up ordinary share capital from RM1,107,143 to RM3,107,143 by way of issuance of 200,000,000 ordinary shares of RM0.01 each pursuant to the conversion of 20,000,000 RCPS of RM0.01 each into 200,000,000 new ordinary shares together with 200,000,000 Warrants.

(iv) On 26 July 2013, the Company increased its issued and paid-up ordinary share capital from RM3,107,143 to RM14,107,143 by way of public issue of 1,100,000,000 new ordinary shares of RM0.01 (“Public Issue Shares”) each together with 1,100,000,000 Warrants at an issue price of RM0.50 per subscription shares together with one Warrant for cash, in conjunction with the listing of and quotation for the entire Warrants and ordinary shares of RM0.01 each in the Company on the Bursa Securities (“Listing” or “IPO”).

The Warrants mentioned in the preceeding paragraphs were issued and allocated on the same date of the allotment of the new ordinary shares issued pursuant to the IPO to the IPO investors. As at the reporting date, 1,410,714,100 Warrants were unexercised.

The new ordinary shares issued during the financial year ranked pari passu in all respects with the existing ordinary shares of the Company.

The salient terms and features of the Warrants and RCPS are disclosed in Notes 15 and 19 to the financial statements respectively.

Other Statutory Information

(a) Before the statement of profit or loss and other comprehensive income and statement of financial position of the Company were made out, the directors took reasonable steps:

(i) to ascertain that proper action had been taken in relation to the writing off of bad debts and the making of provision for doubtful debts and satisfied themselves that there were no known bad debts and that no provision for doubtful debts was necessary; and

(ii) to ensure that any current assets which were unlikely to realise their value as shown in the accounting records in the ordinary course of business had been written down to an amount which they might be expected so to realise.

(b) At the date of this report, the directors are not aware of any circumstances which would render:

(i) it necessary to write off any bad debts or to make any provision for doubtful debts in respect of the financial statements of the Company; and

(ii) the values attributed to the current assets in the financial statements of the Company misleading.

(c) At the date of this report, the directors are not aware of any circumstances which have arisen which would render adherence to the existing method of valuation of assets or liabilities of the Company misleading or inappropriate.

(d) At the date of this report, the directors are not aware of any circumstances not otherwise dealt with in this report or financial statements of the Company which would render any amount stated in the financial statements misleading.



Other Statutory Information (continued)

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

(i) any charge on the assets of the Company which has arisen since the end of the financial year which secures the liabilities of any other person; or

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

(f ) In the opinion of the directors:

(i) no contingent or other liability has become enforceable or is likely to become enforceable within the period of twelve months after the end of the financial year which will or may affect the ability of the Company to meet its obligations when they fall due; and

(ii) no item, transaction or event of a material and unusual nature has arisen in the interval between the end of the financial year and the date of this report which is likely to affect substantially the results of the operations of the Company for the financial year in which this report is made.

Auditors

The auditors, Ernst & Young, have expressed their willingness to continue in office.

Signed on behalf of the Board in accordance with a resolution of the directors dated 17 April 2014.

Dato’ Sri hadian Bin hashim Dato’ maznah Binti Abdul Jalil



We, Dato' Sri Hadian Bin Hashim and Dato' Maznah Binti Abdul Jalil, being two of the directors of Sona Petroleum Berhad, do hereby state that, in the opinion of the directors, the accompanying financial statements set out on pages 58 to 80 are drawn up in accordance with Malaysian Financial Reporting Standards, International Financial Reporting Standards and the requirement of the Companies Act, 1965 in Malaysia so as to give a true and fair view of the financial position of the Company as at 31 December 2013 and of the financial performance and the cash flows of the Company for the year then ended.

The information set out in Note 27 to the financial statements on page 81 have been prepared in accordance with the 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.

Signed on behalf of the Board in accordance with a resolution of the directors dated 17 April 2014.

Dato’ Sri hadian Bin hashim Dato’ maznah Binti Abdul Jalil

I, Dato’ Maznah Binti Abdul Jalil, being the director primarily responsible for the financial management of Sona Petroleum Berhad, do solemnly and sincerely declare that the accompanying financial statements set out on pages 58 to 81 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.

Subscribed and solemnly declared by theabovenamed Dato’ Maznah Binti Abdul Jalilat Kuala Lumpur in the Federal Territoryon 17 April 2014 Dato’ maznah Binti Abdul Jalil

Before me,

Ym tengku Fariddudin Bin tengku Sulaiman (No. W533)Commissioner for OathsKuala Lumpur

STATEMENT by dIrECTorS purSuANT To SECTIoN 169(15) oF ThE CoMpANIES ACT, 1965

STATuTory dECLArATIoN purSuANT To SECTIoN 169(16) oF ThE CoMpANIES ACT, 1965


Report on the Financial Statements

We have audited the financial statements of Sona Petroleum Berhad, which comprise the statement of financial position as at 31 December 2013 of the Company, the statement of profit or loss and other comprehensive income, statement of changes in equity and statement of cash flows of the Company for the year then ended, and a summary of significant accounting policies and other explanatory notes, as set out on pages 58 to 80.

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 controls as the directors determine are 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 about 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 controls relevant to the Company’s preparation of the 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 Company’s internal controls. An audit also includes evaluating the appropriateness of the 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.

Opinion

In our opinion, the financial statements give a true and fair view of the financial position of the Company as of 31 December 2013 and of its financial performance and cash flows for the 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 (“Act”), we also report that in our opinion, the accounting and other records and the registers required by the Act to be kept by the Company have been properly kept in accordance with the provisions of the Act.

Other Reporting Responsibilities

The supplementary information set out in Note 27 on page 81 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.

Ernst & Young teoh Soo hockAF: 0039 No. 2477/10/15(J)Chartered Accountants Chartered Accountant

Kuala Lumpur, Malaysia17 April 2014

INdEpENdENT AudITorS’ rEporTTo ThE MEMbErS oF SoNA pETroLEuM bErhAd


Note 2013 2012 Rm Rm

Profit/interest income 7,855,090 75Other income 29,230 -Other expenses (5,271,359) (75,437)Finance costs 4 (7,711,274) -

Loss before tax 5 (5,098,313) (75,362)Income tax expense 8 (1,241,578) -

Loss net of tax, representing total comprehensive loss for the year (6,339,891) (75,362)

Loss per share (RM per share) - Basic 9 (0.01) (37,681) - Dilutive 9 (0.01) (37,681)

The accompanying accounting policies and explanatory notes form an integral part of the financial statements.

STATEMENT oF proFIT or LoSS ANd oThEr CoMprEhENSIvE INCoMEFor ThE yEAr ENdEd 31 dECEMbEr 2013


Note 2013 2012 Rm Rm

AssetsNon-current assetEquipment 10 494,838 -

Current assetsReceivables 11 2,621,682 1,421Deferred expenditure 12 - 73,397Cash and bank balances 13 543,838,054 457,667

546,459,736 532,485

total assets 546,954,574 532,485

Equity and liabilitiesEquityShare capital 14 14,107,143 2Share premium 15 13,261,746 -Other reserves 15 38,500,017 -Accumulated losses (6,418,601) (78,710)

total equity 59,450,305 (78,708)

Non-current liabilityFinancial liability component of the Public Issue Shares 16 485,138,348 -

Current liabilitiesPayables 17 1,106,874 21,249Amount due to related parties 18 17,469 589,944Tax payable 1,241,578 -

2,365,921 611,193

total liabilities 487,504,269 611,193

total equity and liabilities 546,954,574 532,485


STATEMENT oF FINANCIAL poSITIoNAS AT 31 dECEMbEr 2013


Non-Distributable Share Share Other Accumulated total capital premium reserves losses equity Rm Rm Rm Rm Rm

At 1 January 2012 2 - - (3,348) (3,346)

Total comprehensive loss - - - (75,362) (75,362) At 31 December 2012 2 - - (78,710) (78,708)

At 1 January 2013 2 - - (78,710) (78,708)

Total comprehensive loss - - - (6,339,891) (6,339,891)

transactions with ownersConversion of redeemable convertible preference shares 2,821,426 - - - 2,821,426Issuance of shares to initial investors (Notes 14 and 15) 285,715 3,114,293 6,600,017 - 10,000,025Issuance of ordinary shares to public investors through initial public offering (“IPO”) (Notes 14 and 15) 11,000,000 10,147,453 31,900,000 - 53,047,453

Total transactions with owners 14,107,141 13,261,746 38,500,017 - 65,868,904

At 31 December 2013 14,107,143 13,261,746 38,500,017 (6,418,601) 59,450,305


STATEMENT oF ChANgES IN EquITyFor ThE yEAr ENdEd 31 dECEMbEr 2013


2013 2012 Rm RmCash flows from operating activities

Loss before tax (5,098,313) (75,362)Adjustment for: Depreciation of equipment 64,549 - Borrowing costs arising from financial liability

component of Public Issue Shares 7,711,274 -Listing expenses 729,389 -Profit/interest income (7,855,090) -

Operating loss before working capital changes (4,448,191) (75,362)Increase in receivables (172,180) (1,421)Decrease/(increase) in deferred expenditures 73,397 (73,397)Increase in payables 1,085,625 20,401Net change in amount due to related parties (572,475) 587,444

Net cash (used in)/generated from operating activities (4,033,824) 457,665

Cash flows from investing activitiesProfit/interest income received 5,407,009 -Placement of deposits with licensed Islamic banks which are restricted in use (499,479,794) -Purchase of equipment (559,387) -

Net cash used in investing activities (494,632,172) -

Cash flows from financing activitiesProceeds from issuance of shares to public investors through IPO 550,000,000 -Payment of listing expenses (20,254,862) -Proceeds from issuance of shares to initial investors 10,000,025 -Proceeds from issuance of redeemable convertible preference shares 2,821,700 -Redemption of redeemable convertible preference shares (274) -

Net cash generated from financing activities 542,566,589 -

Net increase in cash and cash equivalents 43,900,593 457,665Cash and cash equivalents at beginning of the year 457,667 2

Cash and cash equivalents at the end of the year (Note 13) 44,358,260 457,667


STATEMENT oF CASh FLowSFor ThE yEAr ENdEd 31 dECEMbEr 2013


NoTES To ThE FINANCIAL STATEMENTS31 dECEMbEr 2013 (CoNTINuEd)

1. Corporate Information

Sona Petroleum Berhad (“the Company”) is a public limited liability company, incorporated and domiciled in Malaysia, and is listed on the Bursa Securities. The registered office of the Company is located at B-13-15, Level 13, Menara Prima Tower B, Jalan PJU 1/39, Dataran Prima, 47301 Petaling Jaya, Selangor. The principal place of business of the Company is located at Level 24, Menara 3 PETRONAS, Persiaran KLCC, Kuala Lumpur City Centre, 50088 Kuala Lumpur, Malaysia.

On 25 February 2013, the Company was converted into a public company.

The principal activity of the Company is that of investment holding. There has been no change to its principal activity during the financial year.

On 30 July 2013, the Company was listed on the Main Market of Bursa Malaysia Securities Berhad as a Special Purpose Acquisition Company (“SPAC”) as defined in the Equity Guidelines issued by the Securities Commission Malaysia.

The financial statements were authorised for issue by the Board of Directors in accordance with a resolution of the directors on 17 April 2014.

2. Summary of Significant Accounting Policies

2.1 Basis of Preparation

The financial statements of the Company have been prepared under the historical cost convention and comply with Malaysian Financial Reporting Standards (“MFRS”), International Financial Reporting Standards (“IFRS”) and the requirements of the Companies Act, 1965 in Malaysia.

The financial statements are presented in Ringgit Malaysia (“RM”).

2.2 Changes in Accounting Policies

The new and revised MFRS, Amendments to MFRS and IC Interpretations which are mandatory for companies with financial years beginning on or after 1 January 2013 did not give rise to any significant effects on the financial statements of the Company.

2.3 Standards and Interpretations Issued but Not Yet Effective

The directors expect that the new MFRSs, Amendments to MFRSs and Interpretations which are issued but not yet effective for the financial year ended 31 December 2013 will not have a material impact on the financial statements of the Company, other than as disclosed below:

mFRS 9 Financial Instruments

MFRS 9 reflects the first phase of work on the replacement of MFRS 139 and applies to classification and measurement of financial assets and financial liabilities as defined in MFRS 139. The standard was initially effective for annual periods beginning on or after 1 January 2013, but Amendments to MFRS 9: Mandatory Effective Date of MFRS 9 and Transition Disclosures, issued in March 2012, moved the mandatory effective date to 1 January 2015. Subsequently, on 14 February 2014, it was announced that the new effective date will be decided when the project is closer to completion. The adoption of the first phase of MFRS 9 will have an effect on the classification and measurement of the Company’s financial assets, but will not have an impact on classification and measurements of the Company’s financial liabilities. The Company will quantify the effect in conjunction with the other phases, when the final standard including all phases is issued.

2.4 Equipment

All items of equipment are initially recorded at cost. The cost of an item of equipment is recognised as an asset if, and only if, it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably.

Subsequent to recognition, equipment is measured at cost less accumulated depreciation and accumulated impairment losses. When significant parts of equipment are required to be replaced in intervals, the Company recognises such parts as individual assets with specific useful lives and depreciation, respectively. Likewise, when a major inspection is performed, its cost is recognised in the carrying amount of equipment as a replacement if the recognition criteria are satisfied. All other repair and maintenance costs are recognised in profit or loss as incurred.



2. Summary of Significant Accounting Policies (continued)

2.4 Equipment (continued) Depreciation of renovation is computed on a straight-line basis over the remaining lease term of the office premise of 8 years.

Depreciation of other equipment is computed on a straight-line basis over the estimated useful lives of the assets as follows: Office equipment 5 years Computers 3 years

The carrying values of equipment are reviewed for impairment when events or changes in circumstances indicate that the carrying value may not be recoverable.

The residual value, useful life and depreciation method are reviewed at each financial year end, and adjusted prospectively, if appropriate.

An item of equipment is derecognised upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss on derecognition of the asset is included in profit or loss in the year the asset is derecognised.

2.5 Impairment of Non-Financial Assets

The Company assesses at each reporting date whether there is an indication that an asset may be impaired. If any such indication exists, or when an annual impairment assessment for an asset is required, the Company makes an estimate of the asset’s recoverable amount.

An asset’s recoverable amount is the higher of it’s fair value less costs to sell and its value in use. For the purpose of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units (“CGU”)).

In assessing value in use, the estimated future cash flows expected to be generated by the asset are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. Where the carrying amount of an asset exceeds its recoverable amount, the asset is written down to its recoverable amount. Impairment losses recognised in respect of a CGU or groups of CGUs are allocated to reduce the carrying amount of the assets in the unit or groups of units on a pro-rata basis. Impairment losses are recognised in profit or loss.

A previously recognised impairment loss is reversed only if there has been a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss was recognised. If that is the case, the carrying amount of the asset is increased to its recoverable amount. That increase cannot exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised previously. Such reversal is recognised in profit or loss unless the asset is measured at revalued amount, in which case the reversal is treated as a revaluation increase.

2.6 Financial Assets

Financial assets are recognised in the statement of financial position when, and only when, the Company becomes a party to the contractual provisions of the financial instrument. When financial assets are recognised initially, they are measured at fair value, plus, in the case of financial assets not at fair value through profit or loss, directly attributable transaction costs.

The Company determines the classification of its financial assets at initial recognition. All financial assets of the Company are classified as loans and receivables.

Financial assets with fixed or determinable payments that are not quoted in any active market are classified as loans and receivables.

Subsequent to initial recognition, loans and receivables are measured at amortised cost using the effective interest method.

Loans and receivables are classified as current assets, except for those having maturity dates later than 12 months after the reporting date which are classified as non-current.

A financial asset is derecognised when the contractual right to receive cash flows from the asset has expired. On derecognition of a financial asset in its entirety, the difference between the carrying amount and the sum of the consideration received is recognised in profit or loss.




2.7 Impairment of Financial Assets

The Company assesses at each reporting date whether there is any objective evidence that a financial asset is impaired.

To determine whether there is objective evidence that an impairment loss on financial assets has been incurred, the Company considers factors such as the probability of insolvency or significant financial difficulties of the debtor and default or significant delay in payments.

If any such evidence exists, the amount of impairment loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows discounted at the financial asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

The carrying amount of the financial asset is reduced by the impairment loss directly for all financial assets with the exception of receivables, where the carrying amount is reduced through the use of an allowance account. When a receivable becomes uncollectible, it is written off against the allowance account.

If in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised, the previously recognised impairment loss is reversed to the extent that the carrying amount of the asset does not exceed its amortised cost at the reversal date. The amount of reversal is recognised in profit or loss.

2.8 Financial Liabilities

Financial liabilities are recognised in the statement of financial position when, and only when, the Company becomes a party to the contractual provisions of the financial instrument. Financial liabilities are classified according to the substance of the contractual arrangements entered into and the definitions of a financial liability.

Financial liabilities are recognised initially at fair value plus directly attributable transaction costs and subsequently measured at amortised cost using the effective interest method.

Financial liabilities are classified as current liabilities unless the Company has an unconditional right to defer settlement of the liabilities for at least twelve months after the reporting date.

A financial liability is derecognised when the obligation under the liability is extinguished and the resulting gains or losses are recognised in profit or loss.

2.9 Cash and Cash Equivalents

Cash and cash equivalents comprise cash at bank and on hand, demand deposits, and short-term, highly liquid investments that are readily convertible to known amount of cash and which are subject to an insignificant risk of changes in value.

2.10 Income taxes

(a) Current tax

Current tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted by the reporting date.

Current tax is recognised in profit or loss except to the extent that the tax relates to items recognised outside profit or loss, either in other comprehensive income or directly in equity.

(b) Deferred tax

Deferred tax is provided using the liability method on temporary differences at the reporting date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.




2.10 Income taxes (continued)

(b) Deferred tax (continued) Deferred tax liabilities are recognised for all temporary differences, except where the deferred tax liability arises from

the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss.

Deferred tax assets are recognised for all deductible temporary differences, carry forward of unused tax credits and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilised except where the deferred tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss.

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised. Unrecognised deferred tax assets are reassessed at each reporting date and are recognised to the extent that it has become probable that future taxable profit will allow the deferred tax assets to be utilised.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realised or the liability is settled, based on tax rates and tax laws that have been enacted or substantively enacted at the reporting date.

Deferred tax relating to items recognised outside profit or loss is recognised outside profit or loss. Deferred tax items are recognised in correlation to the underlying transaction either in other comprehensive income or directly in equity and deferred tax arising from a business combination is adjusted against goodwill on acquisition.

Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority.

2.11 Share Capital

An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities. Ordinary shares are equity instruments.

Ordinary shares are recorded at the proceeds received, net of directly attributable incremental transaction costs. Ordinary shares are classified as equity.

Dividends on ordinary shares are recognised in equity in the year in which they are declared.

2.12 Leases - as Lessee

Operating lease payments are recognised as an expense in profit or loss on a straight-line basis over the lease term. The aggregate benefit of incentives provided by the lessor is recognised as a reduction of rental expense over the lease term on a straight-line basis.

2.13 Revenue Recognition

Revenue is recognised to the extent that it is probable that the economic benefits associated with the transaction will flow to the Company and the revenue can be reliably measured. Revenue is measured at the fair value of consideration received or receivable. The following specific recognition criterion must also be met before revenue is recognised:

Profit/Interest Income

Profit/interest income is recognised on a time proportion basis that reflects the effective yield on the asset.




2.14 Foreign Currency

(a) Functional and Presentation Currency

The financial statements of the Company are measured using the currency of the primary economic environment in which the entity operates (“the functional currency”). The functional and presentation currency of the Company are Ringgit Malaysia (RM).

(b) Foreign Currency transactions

Transactions in foreign currencies are measured in the functional currency of the Company and are recorded on initial recognition in the functional currency at exchange rates approximating those ruling at the transaction dates. Monetary assets and liabilities denominated in foreign currencies are translated at the rate of exchange ruling at the reporting date. Exchange differences arising on the settlement of monetary items or on translating monetary items at the reporting date are recognised in profit or loss.

2.15 Warrants

Warrants are classified as equity instrument. Its value is allocated based on the method as disclosed in Note 15.

2.16 Employee Benefits

Defined Contribution Plans

The Company makes contribution to the Employee Provident Fund in Malaysia, a defined contribution pension scheme. Contributions to defined contribution pension schemes are recognised as an expense in the period in which the related service is performed.

2.17 Borrowing Costs

Borrowing costs are capitalised as part of the cost of a qualifying asset if they are directly attributable to the acquisition, construction or production of that asset. Capitalisation of borrowing costs commences when the activities to prepare the asset for its intended use or sale are in progress and the expenditures and borrowing costs are incurred. Borrowing costs are capitalised until the assets are substantially completed for their intended use or sale.

All other borrowing costs are recognised in profit or loss in the period they are incurred. Borrowing costs consist of interest and other costs that the Company incurred in connection with the borrowing of funds.

2.18 Provisions

Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of economic resources will be required to settle the obligation and the amount of the obligation can be estimated reliably.

Provisions are reviewed at each reporting date and adjusted to reflect the current best estimate. If it is no longer probable that an outflow of economic resources will be required to settle the obligation, the provision is reversed. If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, where appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost.

3. Significant Accounting Judgements and Estimates

The preparation of the Company’s financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the disclosure of contingent liabilities at the reporting date. However, uncertainty about these assumptions and estimates could result in outcomes that could require a material adjustment to the carrying amount of the asset or liability affected in the future.



3. Significant Accounting Judgements and Estimates (continued)

3.1 Judgements made in applying Accounting Policies

In the process of applying the Company’s accounting policies, management has made the following judgements, apart from those involving estimations, which have the most significant effect on the amounts recognised in the financial statements:

(i) Redeemable Convertible Preference Shares (“RCPS”)

On 19 February 2013, the Company entered into a redeemable convertible preference shares subscription agreement (“RCPS Subscription Agreement”), with Platinum Autumn Sdn. Bhd. (“Platinum Autumn”) as further elaborated in Note 19.

The directors of the Company have assessed and concluded that the issuance of the RCPS is within the scope of MFRS 2 Share-based Payments as the RCPS entitled the Management Team as defined in Note 19 to ordinary shares and warrants of the Company which are linked to the services to be provided by the Management Team for the activities leading up to the IPO and identification of the qualifying acquisition for the shareholders’ approvals. The directors have also determined the grant date to be the date the RCPS are issued as that is the date where there is a shared understanding of the terms and conditions of the RCPS and the Company confers on Platinum Autumn the rights to the shares and warrants.

(ii) Expenses incurred for the Listing

In conjunction with the Listing, the Company has incurred expenses amounting to RM20,254,862 as at 31 December 2013. These expenses relate to professional fees, fees paid to regulatory authorities and other expenses incurred for the issuance of new ordinary shares in the Company in conjunction with the IPO and also the listing of and quotation for the existing and new ordinary shares in the Company on the Main Market of Bursa Securities.

As at 31 December 2013, the directors of the Company have assessed and determined the expenses allocated for the issuance of new shares in conjunction with the IPO of RM19,525,473 meet the criteria to be capitalised under MFRS 132 Financial Instruments: Presentation and FRSIC Consensus 13 Expenses Permitted to be Written Off Against the Share Premium Account under Section 60 of the Companies Act, 1965.

3.2 Key sources of estimation uncertainty

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

(i) Fair Value of RCPS

The directors have estimated the fair value of the RCPS as disclosed in Note 3.1(i) at grant date to be the same as the cash consideration paid by Platinum Autumn as the Company is dormant, has no staff, has not entered into any commercial contracts and its assets are substantially the cash considerations it received. Consequently, there is no financial impact to the financial statements.

(ii) Warrants Reserve

The Company measures the fair value of the Warrants as defined in Note 14(c) using the Binomial option pricing model. The key assumptions applied in the computation are stated in Note 15.

4. Finance Costs

2013 2012 Rm Rm

Interest expense on financial liability component 5,518,147 - Amortisation of listing expenses recognised in financial liability component 2,193,127 -

7,711,274 -



5. Loss Before tax

Loss before tax is after (crediting)/charging:

2013 2012 Rm Rm

Profit/interest income (7,855,090) (75) Realised foreign exchange gain (29,230) - Depreciation of equipment 64,549 - Auditors’ remuneration

- Statutory audit 20,000 15,000 Employee benefits expense (Note 6) 1,638,609 - Non-executive directors’ remuneration (Note 7) 208,000 - Rental of office premise 289,812 24,151

6. Employee Benefits Expense

2013 2012 Rm Rm

Wages and salaries 1,391,577 - Defined contribution plan 167,364 - Others 79,668 -

1,638,609 -

Included in employee benefits expense of the Company is executive directors’ remuneration amounting to RM527,571 (2012: RM Nil).

7. Directors’ Remuneration The details of the remuneration receivable by directors of the Company during the year are as follows: 2013 2012 Rm Rm

Directors of the Company

Executive: Salaries and other emoluments 432,531 - Defined contribution plan 50,040 - Fees 45,000 -

Total executive directors’ remuneration (excluding benefits-in-kind) (Note 6) 527,571 - Estimated money value of benefits-in-kind 46,770 -

Total executive directors’ remuneration (including benefits-in-kind) 574,341 -

Non-executive: Fees 172,500 - Allowances 35,500 -

Total non-executive directors’ remuneration 208,000 -

Total directors’ remuneration 782,341 -



7. Directors’ Remuneration (continued) The directors of the Company whose total remuneration during the financial year fell within the following bands is analysed below:

2013 Executive directors: Dato’ Sri Hadian Bin Hashim RM300,001 - RM350,000

Dato’ Maznah Binti Abdul Jalil RM200,001 - RM250,000 Non-executive directors: Andreas Johannes Raymundus Van Strijp RM50,001 - RM100,000

Dato’ Mohamed Khadar Bin Merican RM1 - RM50,000 Dato’ Mohamed Sabri Bin Mohamed Zain RM1 - RM50,000 Datuk Seri Panglima Sulong Bin Matjeraie RM1 - RM50,000 Anton Tjahjono RM1 - RM50,000 Myo Thant RM1 - RM50,000

8. Income tax Expense

2013 2012 Rm Rm Current income tax 1,241,578 -

Current income tax is calculated at the statutory tax rate of 20% of the estimated assessable profit for the year. The Company, being a Malaysian resident company with a paid-up capital of RM2.5 million or less at the beginning of the year of assessment for tax, qualified for the preferential tax rates under Paragraph 2A, Schedule 1 of the Income Tax Act, 1967 as follows:

On the first RM500,000 of chargeable income: 20% In excess of RM500,000 of chargeable income: 25%

The reconciliation between tax expense and the product of accounting loss multiplied by the applicable corporate tax rate for the year ended 31 December 2013 and 2012 are as follows:

2013 2012 Rm Rm

Loss before tax (5,098,313) (75,362)

Taxation at Malaysia statutory tax rate of 25% (2012: 25%) (1,274,578) (18,841) Effect of tax saving on the first RM500,000 at 20% (2012: 20%) (25,000) - Expenses not deductible for tax purposes 2,541,156 18,841

Income tax expense for the year 1,241,578 -

9. Loss Per Share

Basic loss per share is calculated by dividing loss for the year, by the weighted average number of ordinary shares outstanding during the financial year.

Dilutive loss per share is calculated by dividing loss for the year by the weighted average number of ordinary shares outstanding during the financial year plus the weighted average number of ordinary shares that would be issued on the conversion of all dilutive potential ordinary shares into ordinary shares.



9. Loss Per Share (continued) The following reflect the loss and share data used in the computation of basic and dilutive loss per share for the year ended

31 December:

2013 2012 Rm Rm

Loss net of tax (6,339,891) (75,362)

Number of shares

Weighted average number of ordinary shares for basic loss per share computation 663,170,293 2

Loss per share (RM per share) - Basic (0.01) (37,681) - Dilutive (0.01) (37,681)

The dilutive loss per share of the Company in the current financial year is the basic loss per share as the assumed conversion from the exercise of Warrants would be anti-dilutive.

10. Equipment Office Renovation Equipment Computers total Rm Rm Rm Rm Cost

At 1 January 2013 - - - -Additions 422,798 33,215 103,374 559,387

At 31 December 2013 422,798 33,215 103,374 559,387

Accumulated depreciation

At 1 January 2013 - - - -Depreciation charge for the year 44,399 4,930 15,220 64,549

At 31 December 2013 44,399 4,930 15,220 64,549

As at 31 December 2013 378,399 28,285 88,154 494,838

As at 31 December 2012 - - - -

11. Receivables

2013 2012 Rm Rm

Profit income receivables 2,448,081 - Prepayments 149,050 1,421 Deposits 24,551 -

2,621,682 1,421



12. Deferred Expenditure 2013 2012 Rm Rm

At 1 January 73,397 -Incurred during the year 20,181,465 73,397

At 31 December 20,254,862 73,397Less: Recognised in profit or loss (729,389) - Written off against share premium account (Note 15) (1,952,547) - Capitalised as borrowing costs (Note 16) (17,572,926) -

- 73,397

Deferred expenditure refers to expenses incurred for the issuance of new shares in conjunction with the Company’s Listing. Upon the listing, it was written off against the share premium account of the Company under Section 60 of the Companies Act, 1965 in Malaysia or capitalised as borrowing costs accordingly.

13. Cash and Bank Balances 2013 2012 Rm Rm

Cash on hand and at bank 1,904,350 457,667Deposits with licensed Islamic banks 541,933,704 -

Total cash and bank balances 543,838,054 457,667Less: Deposits with licensed banks which are restricted in use (499,479,794) -

Total cash and cash equivalents 44,358,260 457,667

The range of remaining days to maturity and the effective profit rate for the deposits with licensed banks as at 31 December 2013 for the Company were 2 to 167 days and 3.05% to 3.30% per annum.

The Equity Guidelines issued by the Securities Commission Malaysia for SPAC requires the Company to place at least 90% of the gross proceeds from its initial public offering in a custodian trust account. The monies in the custodian trust account may only be released by the custodian of the custodian trust account upon Qualifying Acquisition or termination of the custodian trust account. As at 31 December 2013, monies in the custodian trust account amounted to RM499,116,340.

Deposits with licensed Islamic banks also include an amount of RM363,454 which is pledged as securities for bank guarantee facility and is restricted in use.

14. Share Capital Number of ordinary shares # Amount 2013 2012 2013 2012 Rm Rm Authorised At 1 January 100,000 100,000 100,000 100,000 Subdivided during the year (Note (a)) 9,900,000 - - - Created during the year (Note (b)) 4,960,000,000 - 49,600,000 -

At 31 December 4,970,000,000 100,000 49,700,000 100,000

Issued and fully paid At 1 January 2 2 2 2 Subdivided during the year (Note (a)) 198 - - - Issued during the year 1,128,571,500 - 11,285,715 - Conversion of RCPS (Note 19) 282,142,600 - 2,821,426 -

At 31 December 1,410,714,300 2 14,107,143 2

# Prior to the share subdivision as described in Note 14(a), the ordinary shares have a par value of RM1 each. Pursuant to the share subdivision on 19 February 2013, the par value of the ordinary shares became RM0.01 each.



14. Share Capital (continued)

On 19 February 2013, the Company:

(a) subdivided its authorised share capital of RM100,000 comprising 100,000 ordinary shares of RM1 each to RM100,000 comprising 10,000,000 ordinary shares of RM0.01 each;

(b) increased its authorised share capital of RM100,000 to RM50,000,000 comprising 4,970,000,000 ordinary shares of RM0.01 each and 30,000,000 RCPS of RM0.01 each through the creation of 4,960,000,000 ordinary shares of RM0.01 each and 30,000,000 RCPS of RM0.01 each; and

(c) increased its issued and paid-up ordinary share capital from RM2 to RM821,428 by way of issuance of 82,142,600 ordinary shares of RM0.01 each pursuant to the conversion of 8,214,260 RCPS of RM0.01 each into 82,142,600 new ordinary shares together with 82,142,600 free detachable warrants (“Warrant(s)”), as disclosed in Note 19.

On 20 February 2013, pursuant to the respective share subscription agreements between the Company and certain initial investors, the Company increased its issued and paid-up ordinary share capital from RM821,428 to RM1,107,143 by way of issuance of 28,571,500 ordinary shares of RM0.01 each at an issue price of RM0.35 per ordinary share (“Subscription Shares”) for cash, for working capital purpose and redemption of any remaining RCPS not converted. Under the respective share subscription agreements, the initial investors are entitled to one Warrant for every Subscription Shares.

On 24 July 2013, the Company increased its issued and paid-up share capital from RM1,107,143 to RM3,107,143 by way of issuance of 200,000,000 ordinary shares of RM0.01 each pursuant to the conversion of 20,000,000 RCPS of RM0.01 each into 200,000,000 new ordinary shares together with 200,000,000 Warrants, as disclosed in Note 19.

On 26 July 2013, the Company increased its issued and paid-up ordinary share capital from RM3,107,143 to RM14,107,143 by way of public issue of 1,100,000,000 new ordinary shares of RM0.01 each together with 1,100,000,000 Warrants at an issue price of RM0.50 per subscription share together with one Warrant for cash, in conjunction with the Listing.

The Warrants mentioned in the preceeding paragraphs were issued and allocated on the same date of the allotment of the new ordinary shares issued pursuant to the IPO to the IPO investors.

The new ordinary shares issued during the financial year ranked pari passu in all aspects with the existing ordinary shares of the Company.

The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the Company, except for the holders of the shares converted from the RCPS which are not allowed to vote on a resolution to approve a qualifying acquisition.

15. Share Premium and Other Reserves 2013 RmShare premiumAt 1 January -Pursuant to the subscription by initial investors 3,114,293Pursuant to the initial public offering, net of expenses 10,147,453

At 31 December 13,261,746

The expenses written off against the share premium account is RM1,952,547, as disclosed in Note 12.

Other reserves:Warrants reserveAt 1 January -Pursuant to the first conversion of RCPS (Note 15(A)) 542,141Pursuant to the subscription by initial investors (Note 15(B)) 6,600,017Pursuant to the second conversion of RCPS (Note 15(C)) 1,160,000Pursuant to the initial public offering (Note 15(D)) 31,900,000

At 31 December 40,202,158



15. Share Premium and Other Reserves (continued) 2013 Rm Reserve arising from conversion of RCPS At 1 January - Pursuant to the first conversion of RCPS (Note 15(A)) (542,141) Pursuant to the second conversion of RCPS (Note 15(C)) (1,160,000)

At 31 December (1,702,141) total other reserves 38,500,017

During the financial year, the Company allotted and issued 1,410,714,100 new Warrants on the basis of 1 Warrant for every 1 new ordinary share issued pursuant to following:

Number of Warrants

First conversion of RCPS 82,142,600Subscription by initial investors 28,571,500Second conversion of RCPS 200,000,000Initial public offering 1 ,100,000,000

1 ,410,714,100

In accordance with the deed poll dated 21 June 2013, each Warrant entitles the registered holder to subscribe for 1 new ordinary share in the Company at any time upon or after the completion of the qualifying acquisition at an exercise price of RM0.35. The Warrants will expire on the fifth anniversary of the listing date, 30 July 2018 or the third anniversary of the listing date, 30 July 2016 if the qualifying acquisition is not completed within the Permitted Timeframe. Any Warrant not exercised by the date of maturity will lapse thereafter and cease to be valid for all purposes. As at the reporting date, 1,410,714,100 Warrants were unexercised.

The ordinary shares to be issued from the exercise of Warrants shall rank pari passu in all respects with the existing issued ordinary shares of the Company except that they shall not be entitled to any dividends, rights, allotments and/or other distributions, of which the entitlement date is prior to the date of allotment of the new shares arising from the exercise of Warrants.

Fair value of Warrant pursuant to first conversion of RCPS and subscription by initial investors (“Tranche 1 Warrants”)

The following basis are used in respect of the key assumptions:

(a) The risk free interest rate is based on the prevailing Malaysian Government Securities of similar tenure.

(b) The expected share price volatility is based on the available historical volatility of a similar entity listed on the Main Market of Bursa Securities.

(c) The expected dividend yield is based on the management’s expectation.

The fair value of Tranche 1 Warrants was determined to be RM0.33 each.

The carrying amount of Tranche 1 Warrants was determined based on the relative fair value of the Warrant issued to the IPO investors over the IPO share price of RM0.50 per share.



15. Share Premium and Other Reserves (continued)

The fair value of Tranche 1 Warrants is estimated using the Binomial option pricing model based on the following key assumptions:

a) IPO share price RM0.50 per Shareb) Exercise price RM0.35 per Warrantc) Tenure of the Warrants 5 yearsd) Risk free interest rate 3.22% per annume) Expected dividend yield 0%f) Expected share price volatility 67%

A) Warrants pursuant to the first conversion of RCPS

In respect of the Warrants issued to Platinum Autumn pursuant to the first conversion of the RCPS, the amount allocated to each component instruments are as follows:

Rma) Share capital 0.0100b) Warrant reserve 0.0066c) Reserve arising from conversion of RCPS (0.0066)

0.0100

Accordingly, the carrying amount of the component instruments were derived based on the allocation above multiplied by the 82,142,600 ordinary shares issued pursuant to the first conversion of RCPS.

B) Warrants pursuant to the subscription by initial investors

In respect of the Warrants issued to the initial investors pursuant to the initial investors’ share subscription agreements, the amount allocated to each component instruments are as follows:

Rma) Share capital 0.0100b) Share premium account 0.1090c) Warrant reserve 0.2310

0.3500

Accordingly, the carrying amount of the component instruments were derived based on the allocation above multiplied by the 28,571,500 ordinary shares issued to the initial investors.

Fair value of Warrant pursuant to second conversion of RCPS and initial public offering (“Tranche 2 Warrants”)

The fair value of the Tranche 2 Warrants is estimated using the Binomial option pricing model based on the following key assumptions:

a) IPO share price RM0.50 per Shareb) Exercise price RM0.35 per Warrantc) Tenure of the Warrants 5 yearsd) Risk free interest rate 3.67% per annume) Expected dividend yield 0%f) Expected share price volatility 49%



15. Share Premium and Other Reserves (continued)

C) Warrants pursuant to the second conversion of RCPS

In respect of the Warrants issued pursuant to the second conversion of RCPS, the amount allocated to each component instruments are as follows:

Rma) Share capital 0.0100b) Warrant reserve 0.0058c) Reserve arising from conversion of RCPS (0.0058)

0.0100

Accordingly, the carrying amount of the component instruments were derived based on the allocation above multiplied by the 200,000,000 ordinary shares issued pursuant to the second conversion of RCPS.

D) Warrants pursuant to the initial public offering

In respect of the Warrants issued to the public investors pursuant to the initial public offering, the amount allocated to each component instruments are as follows:

Rma) Share capital 0.0100b) Share premium account 0.0110c) Warrant reserve 0.0290

Equity component 0.0500d) Financial liability component of Public Issue Share (Note 16) 0.4500

0.5000

Accordingly, the carrying amount of the component instruments were derived based on the allocation above multiplied by the 1,100,000,000 ordinary shares issued to the public investors.

16. Financial Liability Component of the Public Issue Shares (“FLC”) At the reporting date, the financial liability component is secured against the monies in the custodian trust account as disclosed in

Note 13 and bears interest at the effective rate of 2.78% per annum. The maturity of the FLC is three years from the IPO date.

The Equity Guidelines requires inter alia the following:

(i) The Company must place at least 90% of the gross proceeds from its IPO in a custodian trust account immediately upon receipt of all proceeds (“IPO Custodian Trust Proceeds”). The monies in the custodian trust account may only be released by the custodian upon termination of the custodian trust account;

(ii) The proceeds in the custodian trust account may be invested in permitted investments. Any income generated by the funds held in the custodian trust account, including interest/dividend income derived from the permitted investments, must accrue to the custodian trust account;

(iii) The balance of the proceeds from the IPO, being 10% of the proceeds, may be utilised to defray expenses related to the IPO and for working capital purposes including but not limited to financing day-to-day administrative and operating expenses which include office rental and expenses associated with the qualifying acquisition; and

(iv) In the event the Company fails to complete a qualifying acquisition within the Permitted Timeframe, it must be liquidated. The amount then held in the custodian trust account (net of any taxes payable and direct expenses related to the liquidation), must be distributed to the respective shareholders except for Platinum Autumn and Initial Investors on a pro-rata basis as soon as practicable, as permissible by the relevant laws and regulations (“Liquidation Distribution”). Platinum Autumn and Initial Investors may not participate in the Liquidation Distribution, except for securities purchased by them after the date of listing of the Company on the Bursa Securities.



16. Financial Liability Component of the Public Issue Shares (“FLC”) (continued)

Consequently, the Public Issue Share is a compound financial instrument with a financial liability and equity component in accordance with MFRS 132 Financial Instruments: Presentation and FRSIC Consensus 20 Classification of the IPO Investor Securities of a Special Purpose Acquisition Company. The financial liability component being the fair value of the 90% of the gross proceeds represents the Company’s obligation to refund the IPO Custodian Trust Proceeds held in the custodian trust account to the IPO investors in the event the Company fails to complete a qualifying acquisition within the Permitted Timeframe.

17. Payables

2013 2012 Rm Rm

Accruals 893,353 15,000 Sundry payables 213,521 6,249

1,106,874 21,249

18. Amounts Due to Related Parties

2013 2012 Rm Rm

Amount due to a related party - 589,944 Amounts due to directors 17,469 -

17,469 589,944

The amounts due to directors are unsecured, bear no interest and have no fixed terms of repayment.

The amount due to a related party in the previous financial year was in relation to advances from Platinum Autumn Sdn. Bhd., an entity with common shareholders as the Company. The amount was unsecured, bore no interest and had no fixed terms of repayment.

19. Redeemable Convertible Preference Shares (“RCPS”)

Number of RCPS of Amount Rm0.01 each Rm 2013 2013

Authorised:

At 1 January - -Created during the year (Note 14(b)) 30,000,000 300,000

At 31 December 30,000,000 300,000

Nominal value - Issued and fully paid:

At 1 January - - Issued during the year 28,217,000 282,170 Converted during the year (Note 14) (28,214,260) (282,143) Redeemed during the year (2,740) (27)

At 31 December - -



19. Redeemable Convertible Preference Shares (“RCPS”) (continued)

Amount Rm 2013

Share premium of RCPS

At 1 January - Increased during the year 2,539,530 Converted during the year (Note 14) (2,539,283) Redeemed during the year (247)

At 31 December -

Carrying value of RCPS -

On 19 February 2013, the Company entered into a RCPS Subscription Agreement with Platinum Autumn, a company which is collectively owned by Dato’ Sri Hadian Bin Hashim, Dato’ Maznah Binti Abdul Jalil, Dato’ Mohamed Sabri Bin Mohamed Zain, Anton Tjahjono and Myo Thant, directors of the Company together with four other key management personnel of the Company (collectively known as “Management Team”). Pursuant to the RCPS Subscription Agreement, the Company issued 28,217,000 RCPS of RM0.01 each at a premium of RM0.09 per RCPS, for cash consideration of RM2,821,700.

On 19 February 2013, the holder of the RCPS converted 8,214,260 RCPS into 82,142,600 ordinary shares of RM0.01 each together with 82,142,600 Warrants.

On 24 July 2013, the holder of the RCPS converted 20,000,000 RCPS into 200,000,000 ordinary shares of RM0.01 each together with 200,000,000 Warrants.

On 12 August 2013, in accordance to section 61(3A) of Companies Act, 1965 (“Act”), the Company redeemed the remaining 2,740 RCPS for a total consideration of RM274, for cash through the proceeds arising from the subscription by Initial Investors as disclosed in Note 14.

The salient terms of the RCPS are summarised below:

(a) The RCPS shall not be entitled to any dividend.

(b) Unless earlier redeemed:

(i) on a date to be determined by the Company, which shall be a date prior to the date of submission to the Securities Commission Malaysia for the Listing, the holders of the RCPS shall convert 8,214,260 RCPS into 82,142,600 new shares together with 82,142,600 Warrants; and

(ii) on a date to be determined by the Company, which shall be at least one business day before the date of allotment for the new shares to be issued pursuant to the IPO, the holders of the RCPS shall convert all or any part of the remaining RCPS it then holds into such number of shares as may be required so that the holders of the RCPS will hold a total number of shares equivalent to 20% (but shall not be more than 20%) of the enlarged issued and paid-up ordinary share capital of the Company as at the date of listing, on the basis of one RCPS to ten ordinary shares (together with ten free detachable Warrants).

Other than as set out above, the holder shall not be entitled to convert any RCPS into ordinary share.



19. Redeemable Convertible Preference Shares (“RCPS”) (continued)

(c) Subject only to compliance with the requirements of Section 61 of the Act, all RCPS (unless earlier converted into shares) shall be fully redeemed by the Company, at the redemption price of RM0.10 per RCPS:

(i) on the date falling 12 months after the date of issue of the RCPS if the approval from the Securities Commission Malaysia is not received by the Company by then and after the initial investors have been repaid the amount paid on their shares; or

(ii) on the date falling 14 business days after the Company’s receipt of any letter from the Securities Commission Malaysia rejecting or stating its non-approval of the Company’s application for the IPO and after the initial investors have been repaid the amount paid on their shares; or

(iii) on the date falling 14 business days after a resolution of the Board of Directors has been passed to abort the IPO and after the initial investors have been paid the amount paid on their shares; or

(iv) immediately after the date of the Listing,

whichever occurs first.

(d) The RCPS shall entitle the holder to the voting rights as referred to in Section 148(2) of the Act and, to the fullest extent permitted by the Act in relation to preference shares, all other statutory voting rights.

20. Related Party transactions

The remuneration of directors and other members of key management during the year are as follows:

2013 2012 Rm Rm

Short-term employee benefits 1,370,724 -Defined contribution plan 157,109 -Non-executive directors’ remuneration 208,000 -Benefit-in-kind 46,770 -

1,782,603 -

Key management personnel are defined as persons having authority and responsibility for planning, directing and controlling the activities of the Company.

Included in key management personnel are directors’ remuneration as follows:

2013 2012 Rm Rm Directors of the Company

Executive 574,341 -Non-executive 208,000 -

782,341 -

21. Commitments

Operating Lease Commitments

The Company entered into an operating lease for the rental of an office premise. The rental tenure is for 3 years with the option for renewal of two terms of 3 years each.

Minimum lease payment recognised in profit or loss for the financial year ended 31 December 2013 is as disclosed in Note 5.



21. Commitments (continued) Future minimum rentals payable under the non-cancellable operating lease at the reporting date are as follows:

2013 2012 Rm Rm

Not later than 1 year 306,864 281,292 Later than 1 year but not later than 5 years 281,292 588,156

588,156 869,448

22. Classification of Financial Instruments

The table below provides an analysis of financial instruments categorised as follows:

2013 2012 Rm Rm

Receivables excluding prepayments 2,472,632 - Cash and bank balances 543,838,054 457,667

total loans and receivables 546,310,686 457,667 Financial liability component of the Public Issue Shares 485,138,348 - Payables 1,106,874 21,249 Amounts due to related parties 17,469 589,944

total financial liabilities carried at amortised cost 486,262,691 611,193

23. Fair Value of Financial Instruments

The carrying amounts of financial assets and liabilities are reasonable approximations of fair values, either due to their short-term maturity of these financial instruments or that they are floating rate instruments that are re-priced to market interest rates on or near the reporting date.

24. Financial Risk management and Capital management

The Company is exposed to financial risks arising from its operations and the use of financial instruments. The key financial risks include credit risk, liquidity risk and profit/interest rate risk.

The Board of Directors reviews and agrees policies and procedures for the management of these risks, which are executed by the Chief Financial Officer. The Audit Committee provides independent oversight to the effectiveness of the risk management process.

The following sections provide details regarding the Company’s exposure to the above-mentioned financial risks and the objectives, policies and processes for the management of these risks.

(a) Credit Risk

Credit risk is the risk of loss that may arise from outstanding financial instruments should a counterparty default on its obligations. The Company’s exposure to credit risk arises primarily from profit income receivables from licensed banks and cash and banks balances. The Company minimises credit risk by dealing exclusively with reputable licensed banks.

At the reporting date, the Company’s maximum exposure to credit risk is represented by the carrying amount of each class of financial assets recognised in the statement of financial position.

(b) Liquidity Risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting financial obligations due to shortage of funds. The Company’s exposure to liquidity risk arises primarily from mismatches of the maturities of financial assets and liabilities. The Company’s objective is to maintain a continuity of funding.



24. Financial Risk management and Capital management (continued)

(b) Liquidity Risk (continued)

The Company’s liquidity risk management policy is to maintain a level of cash and cash equivalents deemed adequate by the management to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they fall due. It is not expected that the cash flows included in the maturity analysis could occur significantly earlier, or at significantly different amounts.

Analysis of financial instruments by remaining contractual maturities

The table below summarises the maturity profile of the Company’s liabilities at the reporting date based on contractual undiscounted repayment obligations.

2013 On demand or within One to one year five years total Rm Rm Rm

Financial liabilities:

Financial liability component of the Public Issue Shares - 528,236,621 528,236,621 Payables 1,106,874 - 1,106,874 Amounts due to directors 17,469 - 17,469

Total undiscounted financial liabilities 1,124,343 528,236,621 529,360,964

2012 On demand or within One to one year five years total Rm Rm Rm

Financial liabilities:

Payables 21,249 - 21,249 Amount due to a related party 589,944 - 589,944

Total undiscounted financial liabilities 611,193 - 611,193

(c) Profit/Interest Rate Risk

Profit/interest rate risk is the risk that the fair value of future cash flows of the Company’s financial instruments will fluctuate because of changes in market profit/interest rates.

25. Capital management

The primary objective of the Company’s capital management is to maintain an optimal capital structure in order to support its business and maximise shareholders’ value. The Company manages its capital structure and makes adjustments to it, in light of changes in economic condition.

26. Segment information

As at 31 December 2013, the Company has only one business segment as it is principally engaged only in investment holding and one geographical segment as it is predominantly operating in Malaysia. Accordingly, segment information is not prepared.



27. Supplementary Information – Breakdown of Accumulated Losses into Realised and unrealised

The breakdown of the accumulated losses of the Company as at 31 December 2013 and 31 December 2012 into realised and unrealised profits is presented in accordance with the directive issued by Bursa Malaysia Securities Berhad dated 25 March 2010 and prepared 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.

2013 2012 Rm Rm

Realised losses (6,418,601) (78,710) Unrealised losses - -

Accumulated losses of the Company as per financial statements (6,418,601) (78,710)


ANALySIS oF ShArEhoLdINgS AS AT 14 AprIL 2014

Size of Shareholdings No. of % of No. of % of Issued Shareholders Shareholders Shares Share Capital

Less than 100 0 0.00 0 0.00

100 - 1,000 392 3.81 330,300 0.02

1,001 - 10,000 4,139 40.27 28,041,700 1.99

10,001 - 100,000 4,556 44.33 180,239,300 12.78

100,001 to less than 5% of issued shares 1,190 11.58 919,960,200 65.21

5% and above of issued shares 1 0.01 282,142,800 20.00

total 10,278 100.00 1,410,714,300 100.00

Direct Interest Indirect Interest

Names No. of % of No. of % of Shares held Issued Shares Shares held Issued Shares

Andreas Johannes Raymundus van Strijp - - - -

Dato’ Sri Hadian Bin Hashim - - 282,142,800(1) 20.00

Dato’ Maznah Binti Abdul Jalil - - 282,142,800(1) 20.00

Dato Seri Panglima Sulong Bin Matjeraie - - 2,000(2) *

Dato’ Mohamed Khadar Bin Merican 100,000(3) 0.01 - -

Dato’ Mohamed Sabri Bin Mohamed Zain 100,000 0.01 - -

Myo Thant - - - -

Anton Tjahjono - - - -

Directors’ Shareholdings

The interest of the Directors of Sona Petroleum in the Shares and its related corporations based on the Company’s Register of Directors’ Shareholdings are as follows:-

NOtES

* Negligible(1) Deemed interest by virtue of his/her shareholding interest in Platinum Autumn Sdn. Bhd. pursuant to Section 6A of the Companies

Act, 1965.(2) Held through Child.(3) Shares held through Citigroup Nominees (Tempatan) Sdn. Bhd.

Distribution of Shareholdings

Class of shares : Ordinary Shares of RM0.01 each (“Shares”)Voting rights : One vote per ordinary share


ANALySIS oF ShArEhoLdINgS AS AT 14 AprIL 2014 (CoNTINuEd)

List of top 30 ShareholdersAs at 14 April 2014

No. of % of No. Name of Shareholders Shares held Issued Shares

1 CIMSEC NOMINEES (TEMPATAN) SDN. BHD. 282,142,800 20.00 CIMB FOR PlAtInuM AutuMn SDn. BhD. (PB)

2 RHB NOMINEES (TEMPATAN) SDN. BHD. 40,000,000 2.84 PlEDgED SECuRItIES ACCOunt FOR SMB RESOuRCES SDn. BhD.

3 CITIGROUP NOMINEES (TEMPATAN) SDN. BHD. 23,563,900 1.67 unIvERSAl tRuStEE (MAlAySIA) BERhAD FOR CIMB ISlAMIC SMAll CAP FunD

4 HSBC NOMINEES (ASING) SDN. BHD. 22,739,500 1.61 ExEMPt An FOR JPMORgAn ChASE BAnk, nAtIOnAl ASSOCIAtIOn (nORgES Bk)

5 MAYBANK NOMINEES (TEMPATAN) SDN. BHD. 17,671,500 1.25 MAyBAnk tRuStEES BERhAD FOR MAAkl-CM ShARIAh FlExI FunD (270785)

6 RHB CAPITAL NOMINEES (TEMPATAN) SDN. BHD. 13,500,000 0.96 PlEDgED SECuRItIES ACCOunt FOR ChAn SEng FAtt

7 RHB CAPITAL NOMINEES (TEMPATAN) SDN. BHD. 13,070,000 0.93 PlEDgED SECuRItIES ACCOunt FOR lIM BEng kEAt (CEB)

8 RHB CAPITAL NOMINEES (TEMPATAN) SDN. BHD. 13,000,000 0.92 tAn yEt MEng

9 MAYBANK NOMINEES (TEMPATAN) SDN. BHD. 12,070,400 0.86 MAyBAnk tRuStEES BERhAD FOR CIMB-PRInCIPAl SMAll CAP FunD (240218)

10 CIMSEC NOMINEES (TEMPATAN) SDN. BHD. 12,000,000 0.85 CIMB BAnk FOR kOh kIn lIP (My0502)

11 MAYBANK NOMINEES (TEMPATAN) SDN. BHD. 11,500,000 0.82 PlEDgED SECuRItIES ACCOunt FOR JulIAn SuRESh CAnDIAh


Names No. of % of No. of % of Shares held Issued Shares Shares held Issued Shares

Platinum Autumn Sdn. Bhd. 282,142,800(1) 20.00



Substantial Shareholders

The direct and indirect shareholdings of the shareholders holding more than 5% in Sona Petroleum based on the Register of Substantial Shareholders are as follows:-

NOtES(1) Shares held through Cimsec Nominees (Tempatan) Sdn. Bhd.(2) Deemed interest by virtue of his/her shareholding interest in Platinum Autumn Sdn. Bhd. pursuant to Section 6A of the Companies

Act, 1965.


ANALySIS oF ShArEhoLdINgS AS AT 14 AprIL 2014 (CoNTINuEd)

No. of % of No. Name of Shareholders Shares held Issued Shares

12 MAYBANK NOMINEES (TEMPATAN) SDN. BHD. 10,020,900 0.71 PlEDgED SECuRItIES ACCOunt FOR Mkl WEAlth SDn. BhD.

13 GOH SONG LEONG 7,000,000 0.50

14 MOHAMED ROZHAN BIN MOHD GHAZALLI 7,000,000 0.50

15 GAN PAUL @ PAUL GAN 6,736,000 0.48

16 AMSEC NOMINEES (TEMPATAN) SDN. BHD. 6,049,700 0.43 AMtRuStEE BERhAD FOR PACIFIC PEARl FunD (ut-PM-PPF)

17 BAKRY BIN HAMZAH 6,000,000 0.43

18 LIM SAY CHONG 6,000,000 0.43

19 CIMB GROUP NOMINEES (TEMPATAN) SDN. BHD. 5,900,300 0.42 CIMB-PRInCIPAl ASSEt MAnAgEMEnt BERhAD FOR MAnulIFE InSuRAnCE (MAlAySIA) BERhAD - (EquIty FunD)

20 HSBC NOMINEES (ASING) SDN. BHD. 5,593,800 0.40 ExEMPt An FOR CREDIt SuISSE SECuRItIES (EuROPE) lIMItED (CltAC n-tREAty)

21 CIMB GROUP NOMINEES (TEMPATAN) SDN. BHD. 5,548,200 0.39 CIMB-PRInCIPAl ASSEt MAnAgEMEnt BERhAD FOR MAnulIFE InSuRAnCE (MAlAySIA) BERhAD - (MAnAgED FunD)

22 MAYBANK SECURITIES NOMINEES (TEMPATAN) SDN. BHD. 5,420,000 0.38 PlEDgED SECuRItIES ACCOunt FOR nORAIDAh BIntI nORDIn

23 CARTABAN NOMINEES (TEMPATAN) SDN. BHD. 5,000,000 0.35 ExEMPt An FOR EAStSPRIng InvEStMEntS BERhAD

24 CIMSEC NOMINEES (TEMPATAN) SDN. BHD. 5,000,000 0.35 PlEDgED SECuRItIES ACCOunt FOR MAh SIEW hOE

25 RHB CAPITAL NOMINEES (ASING) SDN. BHD. 5,000,000 0.35 PlEDgED SECuRItIES ACCOunt FOR IOAnnIS kOROMIlAS

26 RHB NOMINEES (TEMPATAN) SDN. BHD. 5,000,000 0.35 PlEDgED SECuRItIES ACCOunt FOR AnIthA A/P kRIShnA MuRthI

27 CIMSEC NOMINEES (TEMPATAN) SDN. BHD. 4,985,000 0.35 CIMB BAnk FOR kWEE SOW Fun (M96066)

28 ALLIANCEGROUP NOMINEES (TEMPATAN) SDN. BHD. 4,690,000 0.33 PlEDgED SECuRItIES ACCOunt FOR kWEE SOW Fun (8089481)

29 HSBC NOMINEES (ASING) SDN. BHD. 4,500,000 0.32 ExEMPt An FOR CREDIt SuISSE (Sg BR-tSt-ASIng)

30 RHB CAPITAL NOMINEES (TEMPATAN) SDN. BHD. 4,500,000 0.32 PlEDgED SECuRItIES ACCOunt FOR hAJAR ROSlIn BIntI MOhAMAD


Distribution of Warrant holdings

No. of Warrant Issued : 1,410,714,100

No. of Warrant Exercised : -

No. of Warrant unexercised : 1,410,714,100

maturity Date : The fifth (5th) anniversary of the listing date or the third (3rd) anniversary of the listing date if the Qualifying Acquisition is not completed within the time permitted of three years from the listing date. Rights of Warrant holders : The warrant holders are not entitled to attend meetings of the members of the Company and vote at such meetings or participate in any distribution and/or offer of further securities in the Company until and unless such warrant holders exercise their warrants into ordinary shares of the Company.

Size of Warrant holdings No. of % of No. of % of Issued Warrant holders Warrant holders Warrants Warrant Capital

Less than 100 3 0.04 150 0.00

100 - 1,000 226 2.89 190,700 0.01

1,001 - 10,000 2,130 27.26 15,005,600 1.07

10,001 - 100,000 4,116 52.67 179,042,520 12.69

100,001 to less than 5% of issued warrants 1,338 17.13 934,332,530 66.23

5% and above of issued warrants 1 0.01 282,142,600 20.00

total 7,814 100.00 1,410,714,100 100.00

Directors’ Warrant holdings

The interest of the Directors of Sona Petroleum in the warrant and its related corporations based on the Company’s Register of Directors’ warrant holdings are as follows:-


Names No. of % of Issued No. of % of Issued Warrants held Warrants Warrants held Warrants

Andreas Johannes Raymundus van Strijp - - - -



Dato Seri Panglima Sulong Bin Matjeraie - - - -

Dato’ Mohamed Khadar Bin Merican - - - -

Dato’ Mohamed Sabri Bin Mohamed Zain - - - -

Myo Thant - - - -

Anton Tjahjono - - - -

NOtES(1) Deemed interest by virtue of his/her shareholding interest in Platinum Autumn Sdn. Bhd. pursuant to Section 6A of the Companies

Act, 1965.

ANALySIS oF wArrANT hoLdINgS AS AT 14 AprIL 2014 (CoNTINuEd)



List of top 30 Warrant holdersAs at 14 April 2014

No. of % of Issued No. Name of Warrant holders Warrants held Warrants

1 CIMSEC NOMINEES (TEMPATAN) SDN. BHD. 282,142,600 20.00 CIMB FOR PlAtInuM AutuMn SDn. BhD. (PB)

2 RHB NOMINEES (TEMPATAN) SDN. BHD. 40,000,000 2.84 PlEDgED SECuRItIES ACCOunt FOR SMB RESOuRCES SDn. BhD.

3 RHB CAPITAL NOMINEES (ASING) SDN. BHD. 18,001,000 1.28 PlEDgED SECuRItIES ACCOunt FOR IOAnnIS kOROMIlAS

4 CIMSEC NOMINEES (TEMPATAN) SDN. BHD. 17,770,000 1.26 CIMB BAnk FOR lIEW Jun kuAn (My0750)

5 RHB CAPITAL NOMINEES (TEMPATAN) SDN. BHD. 14,500,000 1.03 PlEDgED SECuRItIES ACCOunt FOR FOng lOOng tuCk (CEB)

6 RHB CAPITAL NOMINEES (TEMPATAN) SDN. BHD. 14,000,000 0.99 tAn yEt MEng

7 HSBC NOMINEES (ASING) SDN. BHD. 13,000,000 0.92 ExEMPt An FOR CREDIt SuISSE (Sg BR-tSt-ASIng)

8 RHB CAPITAL NOMINEES (TEMPATAN) SDN. BHD. 13,000,000 0.92 PlEDgED SECuRItIES ACCOunt FOR ChOW yIn ChOOn

9 MAYBANK NOMINEES (TEMPATAN) SDN. BHD. 10,100,000 0.72 PlEDgED SECuRItIES ACCOunt FOR MuthukuMAR A/l AyARPADDE

10 DB (MALAYSIA) NOMINEES (TEMPATAN) SENDIRIAN BERHAD 10,063,400 0.71 DEutSChE tRuStEES MAlAySIA BERhAD FOR EAStSPRIng InvEStMEntSSMAll-CAP FunD

11 RHB CAPITAL NOMINEES (TEMPATAN) SDN. BHD. 9,000,000 0.64 PlEDgED SECuRItIES ACCOunt FOR ChAI kIn lOOng (Mtk)

12 RHB CAPITAL NOMINEES (TEMPATAN) SDN. BHD. 8,747,000 0.62 OOn POh ChOO

13 BIMSEC NOMINEES (TEMPATAN) SDN. BHD. 8,252,600 0.58 PlEDgED SECuRItIES ACCOunt FOR AzIk BIn khAlID (MgnM08011)

14 KRIZIK (MALAYSIA) SDN. BHD. 8,000,000 0.57

15 ABDUL RASHID HUSSAIN 7,000,000 0.50

16 MAYBANK NOMINEES (TEMPATAN) SDN. BHD. 6,620,900 0.47 PlEDgED SECuRItIES ACCOunt FOR Mkl WEAlth SDn. BhD.

17 PUBLIC INVEST NOMINEES (TEMPATAN) SDN. BHD. 6,140,000 0.44 ExEMPt An FOR PhIllIP SECuRItIES PtE. ltD. (ClIEnt)

18 AZIZAN BIN JAAFAR 6,000,000 0.43

19 CIMSEC NOMINEES (TEMPATAN) SDN. BHD. 6,000,000 0.43 CIMB BAnk FOR AzIzul RAhMAn BIn ABD SAMAD (My0773)


No. of % of Issued No. Name of Warrant holders Warrants held Warrants

20 GOH SONG LEONG 6,000,000 0.43

21 RHB CAPITAL NOMINEES (TEMPATAN) SDN. BHD. 5,925,000 0.42 PlEDgED SECuRItIES ACCOunt FOR JAgAnAth DEREk StEvEn SABAPAthy

22 RHB CAPITAL NOMINEES (TEMPATAN) SDN. BHD. 5,740,000 0.41 PlEDgED SECuRItIES ACCOunt FOR OOn POh ChOO (CEB)

23 HLIB NOMINEES (TEMPATAN) SDN. BHD. 5,650,000 0.40 hOng lEOng BAnk BhD FOR tEOng tECk lOOng

24 MAYBANK SECURITIES NOMINEES (TEMPATAN) SDN. BHD. 5,420,000 0.38 PlEDgED SECuRItIES ACCOunt FOR nORAIDAh BIntI nORDIn

25 MAYBANK NOMINEES (TEMPATAN) SDN. BHD. 5,220,000 0.37 PlEDgED SECuRItIES ACCOunt FOR ChuA ChIn ChyAng

26 DB (MALAYSIA) NOMINEE (TEMPATAN) SENDIRIAN BERHAD 5,000,000 0.35 DEutSChE tRuStEES MAlAySIA BERhAD FOR EAStSPRIng InvEStMEntSgROWth FunD

27 RHB NOMINEES (TEMPATAN) SDN. BHD. 5,000,000 0.35 PlEDgED SECuRItIES ACCOunt FOR AnIthA A/P kRIShnA MuRthI

28 CIMSEC NOMINEES (TEMPATAN) SDN. BHD. 4,500,000 0.32 CIMB BAnk FOR lIM guAt kEE (MM0666)

29 MAYBANK SECURITIES NOMINEES (TEMPATAN) SDN. BHD. 4,500,000 0.32 PlEDgED SECuRItIES ACCOunt FOR zulkIFlI BIn ISMAIl (MARgIn)

30 B K MOHANAN MENON 4,300,000 0.30



NoTICE oF ANNuAL gENErAL MEETINg

NOtICE IS hEREBY GIVEN thAt the third Annual General meeting of Sona Petroleum Berhad (“Sona” or “the Company”) will be held at the Kuala Lumpur Golf & Country Club, Banquet hall, Level 1, main Lobby, 10, Jalan 1/70D, Off Jalan Bukit Kiara, 60000 Kuala Lumpur on monday, 16th day of June, 2014 at 10.00 a.m. for the following purposes:-

AS ORDINARY BuSINESS

1. To receive and consider the Audited Financial Statements with the Reports of the Directors and Auditors thereon for the financial year ended 31 December 2013.

2. To approve Directors’ fees of RM217,500 for the financial year ended 31 December 2013.

3. To re-elect the following Directors who retire pursuant to Article 123 of the Company’s Articles of Association:

3.1 Dato’ Maznah Binti Abdul Jalil

3.2 Dato’ Mohamed Khadar Bin Merican

4. To consider and, if thought fit, pass the following resolution pursuant to Section 129 of the Companies Act, 1965:

“thAt Mr. Anton Tjahjono retiring in accordance with Section 129 of the Companies Act, 1965, be and is hereby re-appointed as a Director of the Company to hold office until the next Annual General Meeting.”

5. To re-appoint Messrs Ernst & Young as auditors of the Company for the ensuing year and to authorise the Directors to fix their remuneration.

AS SPECIAL BuSINESS

To consider and if thought fit, to pass, with or without modifications, the following resolution:

6. ORDINARY RESOLutION AuthORItY tO ALLOt ShARES PuRSuANt tO SECtION 132D OF thE COmPANIES ACt, 1965

“thAt pursuant to Section 132D of the Companies Act, 1965 and subject to the approval of relevant authorities, the Directors be and are hereby empowered to issue shares in the Company from time to time and upon such terms and conditions and for such purposes as the Directors may, in their absolute discretion, deem fit provided that the aggregate number of shares issued pursuant to this resolution does not exceed 10% of the issued share capital of the Company for the time being and that the Directors be and also empowered to obtain approval for the listing of and quotation for the additional shares so issued on the Main Market of Bursa Malaysia Securities Berhad AND thAt such authority shall continue to be in force until the conclusion of the next Annual General Meeting of the Company.”

Resolution 1

Resolution 2

Resolution 3

Resolution 4

Resolution 5

Resolution 6

Resolution 7


NoTICE oF ANNuAL gENErAL MEETINg (CoNTINuEd)

7. To transact any other business of which due notice shall have been given.

By order of the Board,

JASmINDAR KAuR A/P SARBAN SINGh (MAICSA 7002687)Company Secretary

Selangor Darul Ehsan23 May 2014

NOtES ON APPOINtmENt OF PROXY

(i) For the purpose of determining a member who shall be entitled to attend and vote at the Third Annual General Meeting, the Company shall be requesting the Record of Depositors as at 5.00 p.m. on 9 June 2014. Only a depositor whose name appears on the Record of Depositors as at 5.00 p.m. on 9 June 2014 shall be entitled to attend and vote at the said meeting as well as for appointment of proxy(ies) to attend and vote on his/her stead.

(ii) A proxy or attorney or a duly authorised representative may but need not be a Member. There shall be no restriction as to the qualification of the proxy and the provisions of Section 149(1)(b) of the Companies Act, 1965 shall not apply to the Company.

(iii) A member of the Company who is entitled to attend and vote at a meeting of the Company, or at a meeting of any class of Members of the Company, may appoint not more than two (2) proxies to attend and vote instead of the Member at the meeting.

(iv) Where a member of the Company is an authorised nominee as defined under the Securities Industry (Central Depositories) Act, 1991 (“SICDA”), which is exempted from compliance with the provisions of subsection 25A(1) of SICDA, it may appoint not more than two (2) proxies in respect of each securities account it holds in ordinary shares of the Company standing to the credit of the said securities account.

(v) Where a member of the Company is an exempt authorised nominee which holds ordinary shares in the Company for the multiple beneficial owners in one securities account (“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. An exempt authorised nominee refers to an authorised nominee defined under SICDA which is exempted from compliance with the provisions of subsection 25A(1) of SICDA.

(vi) Where a member or the authorised nominee appoints two (2) proxies, or where an exempt authorised nominee appoints two (2) or more proxies, the proportion of shareholdings to be represented by each proxy must be specified in the instrument appointing the proxies.

(vii) The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing (or if such appointor be a corporation, under its common seal or under the hand of an officer or attorney of the corporation duly authorised) and shall be deposited with the power of attorney or other authority, if any, at the Registered Office of the Company, Jaschin Management Consultants Sdn. Bhd., B-13-15, Level 13, Menara Prima Tower B, Jalan PJU 1/39, Dataran Prima, 47301 Petaling Jaya, Selangor Darul Ehsan, Malaysia not less than forty eight (48) hours before the time for holding the meeting i.e. before 10.00 a.m., 14 June 2014. Faxed copies of the duly executed form of proxy are not acceptable.

EXPLANAtORY NOtE

1. Authority to allot shares pursuant to Section 132D of the Companies Act, 1965 (Agenda 6, Resolution 7)

Ordinary Resolution 7 has been proposed for the purpose of obtaining the general mandate for issuance of shares by the Company under Section 132D of the Companies Act, 1965 (hereinafter referred to as the “General Mandate”). Ordinary Resolution 7, if passed, will give the Directors of the Company authority to issue ordinary shares in the Company at their discretion without having to first convene another General Meeting. The General Mandate will, unless revoked or varied by the Company in a General Meeting, expire at the conclusion of the next Annual General Meeting or the expiration of the period within which the next Annual General Meeting is required by law to be held, whichever is earlier.

The General Mandate, if granted, will provide flexibility to the Company for any future fund raising activities, including but not limited to further placing of shares for the purposes of funding current and/or future investment projects, working capital and/or acquisition and thereby reducing administrative time and costs associated with the convening of additional shareholders’ meeting(s).

STATEMENT ACCoMpANyINg NoTICE oF ANNuAL gENErAL MEETINg For ThE yEAr ENdEd 31 dECEMbEr 2013

DIRECtOR StANDING FOR RE-APPOINtmENt At thE thIRD ANNuAL GENERAL mEEtING OF thE COmPANY

The Non-Independent Non-Executive Director who is standing for re-appointment at the Third Annual General Meeting is as follows:

a) Pursuant to Section 129 of the Companies Act, 1965:

i) Mr. Anton Tjahjono

The details of the above Director standing for re-appointment are set out in the Board of Directors’ Profile on page 18 of this Annual Report.


ForM oF proxy

I/We

NRIC No./Co. No.: of

being a Member SONA PEtROLEum BERhAD (“the Company”) hereby appoint

NRIC No.: of

and/or NRIC No.:

of

as my/our proxy(ies) to vote in my/our name and on my/our behalf at the Third Annual General Meeting of the Company to be held on Monday, 16 June 2014 at 10.00 a.m. and at any adjournment of such meeting and to vote as indicated below:

Signature of Shareholder/Common Seal

(Full nAME In BlOCk lEttERS)

(Please indicate with an “x” in the spaces provided how you wish your votes to be cast. If you do not do so, the proxy will vote or abstain from voting as he thinks fit)

(COMPulSORy) (ADDRESS)

(Full nAME In BlOCk lEttERS)

(COMPulSORy) (ADDRESS)

(Full nAME In BlOCk lEttERS) (COMPulSORy)

(ADDRESS)

Resolutions Description For Against

Ordinary Ordinary Business No. 1 Receive the Audited Financial Statements and Reports

No. 2 Approve the payment of Directors’ fees for the financial year ended 31 December 2013

No. 3 Re-election of Dato’ Maznah Binti Abdul Jalil

No. 4 Re-election of Dato’ Mohamed Khadar Bin Merican

No. 5 Re-appointment of Mr. Anton Tjahjono

No. 6 Re-appointment of Auditors

No. 7 Special Business Authority to allot shares pursuant to Section 132D of the Companies Act, 1965

No. of shares held:

CDS Account No.:

The proportion of First Proxy : ___________ % my/our holding to be Second Proxy : ___________ % represented by my/our proxies are as follows:

Date:


945626-PIncorporated in Malaysia

$

NOTES ON APPOINTMENT OF PROXY(i) For the purpose of determining a member who shall be entitled to attend and vote at the third Annual general Meeting, the Company shall be requesting the Record of Depositors as at 5.00 p.m. on

9 June 2014. Only a depositor whose name appears on the Record of Depositors as at 5.00 p.m. on 9 June 2014 shall be entitled to attend and vote at the said meeting as well as for appointment of proxy(ies) to attend and vote on his/her stead.

(ii) A proxy or attorney or a duly authorised representative may but need not be a Member. there shall be no restriction as to the qualification of the proxy and the provisions of Section 149(1)(b) of the Companies Act, 1965 shall not apply to the Company.

(iii) A member of the Company who is entitled to attend and vote at a meeting of the Company, or at a meeting of any class of Members of the Company, may appoint not more than two (2) proxies to attend and vote instead of the Member at the meeting.

(iv) Where a member of the Company is an authorised nominee as defined under the Securities Industry (Central Depositories) Act, 1991 (“SICDA”), which is exempted from compliance with the provisions of subsection 25A(1) of SICDA, it may appoint not more than two (2) proxies in respect of each securities account it holds in ordinary shares of the Company standing to the credit of the said securities account.

(v) Where a member of the Company is an exempt authorised nominee which holds ordinary shares in the Company for the multiple beneficial owners in one securities account (“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. An exempt authorised nominee refers to an authorised nominee defined under SICDA which is exempted from compliance with the provisions of subsection 25A(1) of SICDA.

(vi) Where a member or the authorised nominee appoints two (2) proxies, or where an exempt authorised nominee appoints two (2) or more proxies, the proportion of shareholdings to be represented by each proxy must be specified in the instrument appointing the proxies.

(vii) the instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing (or if such appointor be a corporation, under its common seal or under the hand of an officer or attorney of the corporation duly authorised) and shall be deposited with the power of attorney or other authority, if any, at the Registered Office of the Company, Jaschin Management Consultants Sdn. Bhd., B-13-15, level 13, Menara Prima tower B, Jalan PJu 1/39, Dataran Prima, 47301 Petaling Jaya, Selangor Darul Ehsan, Malaysia not less than forty eight (48) hours before the time for holding the meeting i.e. before 10.00 a.m., 14 June 2014. Faxed copies of the duly executed form of proxy are not acceptable.

AffixStamp

Fold here

Fold here

Company Secretary

SONA PEtROLEum BERhAD (Company no. 945626-P)

B-13-15, Level 13, Menara Prima Tower B

Jalan PJU 1/39, Dataran Prima

47301 Petaling Jaya, Selangor Darul Ehsan

Malaysia

Sona Petroleum Berhad Level 24, Menara 3 PETRONAS, Persiaran KLCC

Kuala Lumpur City Centre50088 Kuala Lumpur

Malaysia

Tel : +603 2164 3318Fax : +603 2164 3691

www.sonapetroleum.com


945626-P

Documents

Annual Report 2013 of Bursa Malaysia Securities Berhad (“Bursa Securities”). 8 november 2012 The Company changed its name to Sona Petroleum Sdn. Bhd. S NA SONA PETROLEUM BERHAD