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PRODUCT DEVELOPMENT

Developing new models and variants of high quality while meeting the market's needs are amongst PROTON's top priorities. In early 2007, PROTON introduced a brand new facelift for its highly popular WAJA sedan. The facelift focuses on a simpler, more contemporary design at the front that gives the car a bolder appearance and improves engine cooling. There were also interior and exterior colour changes as well as quality upgrades based on customer feedback.

set of younger customers. Though development began late in the calendar year 2006, the Savvy Light went on sale in July of financial year 2007-2008. The year under review also saw tangible efforts to enhance linkages within our product development and motorsports divisions. In the third quarter of 2006, PROTON unveiled a limited edition of WAJA & GEN.2 variants that were designed and developed by our motorsports division, R3. These enhanced models have improved handling and performance, and are tuned for the enthusiast. Built to commemorate PROTON R3's overall victory in the Merdeka Millennium Endurance Race 2005 & 2006, only 200 units of each model were planned. These unique variants feature one-of-its-kind bodykit styling and performance upgrades. In the near future, PROTON plans to introduce a limited edition series of the Satria NEO and Savvy to commemorate the 50th anniversary of Malaysia's nationhood. These Merdeka editions will commemorate the founding of the nation and will be produced in a limited series of 200 cars each. Both the Neo and Savvy will be finished in unique colours and feature styling accents derived from traditional Malaysian Batik themes. As testament to the dynamism of our Product Development team, the PROTON Savvy has recorded various awards and achievements during the year under review. A notable accolade was the setting of a new record by our 1.2 litre Savvy for the Most Fuel-Efficient Drive around Peninsular Malaysia as verified by the

The Waja's facelift was closely followed with the unveiling of a cosmetic freshening of our award-winning Savvy and the addition of a premium model with standard ABS and airbags. Key features include a new honeycomb radiator grille, a more modern, simplified design for the rear liftgate and new exterior colours. This upscale Savvy was developed alongside a Savvy Lite model that is equipped and positioned at a lower price point to bring in a new

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Malaysia Book of Records. The Savvy also walked away with the New Straits Times/AmBank Group Cars, Bikes & Trucks 2006 Car of the Year Award for the Supermini category, as an additional testament to its abilities and virtues. Kudos were not limited to our products, either. One of PROTON's CAE (Computer Aided Engineering) Engineers, Noor Hisham Ismail, contributed a study on Optimisation Technology that was named Best Paper at the Altair CAE User Conference in Bangalore, India, in August 2006. An even greater adventure lies ahead, with the financial year 2006-2007 seeing the formative stages of development of two new products that are key to a major renewal of PROTON's complete portfolio of products. These models, to be introduced in the second half of the financial year 2007-2008, will provide the first step in the redefinition of PROTON as a manufacturer of high value, high quality affordable cars.

Savvy's entry into the Malaysia Book of Records for achieving `The Most Fuel-Efficient Drive Around Peninsular Malaysia'.

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RESEARCH & DEVELOPMENT

R&D remains an integral platform for PROTON to improve its capabilities of developing products and offering services that meet domestic and global market requirements. Experience is a crucial factor for our R&D team, more so in an operating environment where a short learning curve is imperative. As such, during the year under review, our state-of-the-art R&D facilities were put to productive use both internally to support PROTON's initiatives as well as for external clients. One of the core areas managed by our R&D team is in the area of automotive testing. Spearheaded by PROTON's Homologation, Testing & Prototype (HTP) Department, the year under review saw a multitude of tests being conducted using our facilities including testing of components, materials, safety and strength (CMSS), exhaust emissions and fuel consumption and complete vehicle testing. Studies into applied research are currently focusing on the application of natural gas as a clean and affordable fuel to supplement petrol. The Government of Malaysia is promoting natural gas as a supplement to petrol, and PROTON is taking a lead position in the development of a NGV (Natural Gas Vehicle) aimed at private buyers as well as one aimed at fleet usage, currently the primary users of natural gas as a motor fuel. The NGV models will cover a range of PROTON models, the first of which will be introduced in calendar year 2008.

PROTON's subsidiary, Lotus Engineering, has developed a first proof-of-concept petrol/electric hybrid car that was displayed at the 2007 Geneva motor show in Switzerland. This vehicle uses its combination of petrol engine and electrical drive to offer greatly reduced exhaust emissions and improved fuel economy that are well ahead of clean-air legislation in the region. Both the hybrid vehicle project and the NGV programme are indicators as to how PROTON is investigating and implementing ways to use technology to overcome automotive-related environmental and social issues facing the world today. In addition to bolstering the skill-set of our R&D team, various tests of components and systems conducted for external clients have proven to be a revenue generator for the Group. PROTON has provided testing and validation services and facilities to a number of component manufacturers in the ASEAN region.

Lotus EVE Hybrid made its debut at the Geneva Motor Show

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TECHNICAL ENHANCEMENT

PROTON is cognisant that our human capital is the engine of growth that powers the advancement and evolution of our engineering capabilities. As such, consistent and relevant training is crucial to ensure that our employees have the knowledge and tools to help drive PROTON forward. During the year under review, the Group participated in the MAJAICO Programme, which is a government to government programme between Malaysia and Japan focusing on industrial development. A total of 14 PROTON engineers were sent to Japan to learn and understand Japanese manufacturing theory and processes while enhancing cross-cultural communications.

Participants of the MAJAICO Programme

In the last calendar year, a number of PROTON senior engineers were seconded to Lotus, assisting the company's development of a new model that will serve as a keystone product for the renowned British manufacturer of sports cars. PROTON engineers are not merely supporting Lotus, but are in lead positions in the development team in the areas of product development and production process for the new car. In addition, the Lotus Suspension Dynamics Simulation and NVH (Noise, Vibration and Harshness) analysis knowledge transfer to PROTON have provided us with the industrial know-how to improve and manage our Ride & Handling Programme and NVH feature during the concept and planning stage of product development.

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Manufacturing

The manufacturing capacity and cabability comprises two main plants in Malaysia as well as two plants overseas. These are PROTON Shah Alam in Selangor, PROTON Tanjung Malim in Perak, Chikarang in Indonesia and Norwich in the United Kingdom.

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The total combined installed capacity for vehicle manufacturing is 400,000 units per year. As of today, over 2.8 million units of cars and 2.6 million units of engines have been produced in these Malaysian plants. With a reputation of being one of the most integrated manufacturing facilities in the region, the Malaysian facilities comprise casting and foundry, machining, stamping, assembling

including painting and complete vehicle testing facilities which have enabled PROTON to evolve from being a mere assembler to an entity with full-fledged manufacturing capabilities. Production volume was 104,485 units (comprising main plant 42,628 units, MVF 19,310 units, Tanjong Malim 41,107 units and CKD 1,440 units). There was a negative variance of 98,515 units from AMP production volume plan of 203,000 units. Delivery

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volume is 99,956 units (comprising domestic 79,008 units and export 20,588 units) and average channel inventory stock is 2.3 months. All models have an average of more than two months holding stock except for Satria Neo, Perdana and Iswara. In order to support the best production and delivery volume, among the key initiatives that were implemented included the Saga Sub-27K Program from March 2007; introduction of PROTON Production System and Total Productive Maintenance; build-up quality improvement through on-line quality activities and optimisation of productivity level and operation ratio that were impacted by the lower than planned volume. Among the mitigation initiatives taken to immediately respond to the changes due to volume reduction included reduction of production volume to meet required orders from June 2006, revising working conditions from two shifts to one shift operations from June 2006, line-shutdown in November and December 2006, manpower rearrangement through reassignment to non-manufacturing functions, rearrangement of production processes to reduce utilities consumption and readjustment of CKD and Local Parts ordering to reduce inventory and container retention charges.

models, the medium volume factory produces the Waja and Chancellor models for domestic as well as for export markets. Within the financial year, operations were severely impacted by the changes in the market resulting in lower than planned volume as well as high channel inventory. Due to volume reduction, mitigation initiatives were taken to immediately respond to the changes and focus was mainly on improving the quality of products, operational efficiency, and new product variants and introductions. Amongst the new products introduced were the Saga Sub-27K and Waja enhancement with the CamPro engines. Concurrently, preparations for the new Saga were undertaken and this model is expected to be ready by the next financial year. New initiatives such as Visual Information Control (VIC), PROTON Production System (PPS) and PROTON Total Productive Maintenance (PTPM) will be the main driver for further manufacturing efficiency improvement. The built-up quality measurement has also been refined to include customer perception and ensuring satisfaction during delivery. The total production was 61,938 units with average production facilities utilization rate of 31% due to strong competition in the domestic market. The Shah Alam plant is also supplying Completely Knocked-Down parts and components to Zagros-Khodro in Iran to assemble and market PROTON vehicles in the region. Within the financial year, 1,440 vehicle sets have been delivered for assembly.

PROTON SHAH ALAM

The Shah Alam plant has a combined capacity of 200,000 units per year and this is made up of the medium volume factory, with a capacity of 50,000 units per year and the main factory with a capacity of 150,000 units per year. The casting, engine and transmission factories are also located within Shah Alam and are capable of producing 180,000 units of the CamPro engines per year, serving not only Shah Alam but also the Tanjong Malim plant. While the main plant produces the Saga, Wira, Perdana and Arena

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PROTON TANJUNG MALIM

This ultra-modern manufacturing and assembly plant has an installed capacity of 150,000 units per year and is capable of producing three different platforms and multiple variants. The plant complex consists of engine, stamping, body assembly, painting and final assembly facilities, inclusive of end-of-line vehicle testing equipment fully integrated with the application of PROTON's Automated-Assembly Line Controller. A community of suppliers is housed within the vicinity of the plant complex to ensure effective and efficient logistics network. To date, more than 10 major modules and system suppliers are in operation in the Proton City Vendor Park. The plant produces the Gen.2, Savvy and Satria Neo models, which are all new platforms and products from the PROTON stable. Similarly, within the financial year, operations were severely impacted by the changes in the market, resulting in lower than planned volume as well as high channel inventory. Various initiatives were implemented and focused mainly on improving quality of products, operational efficiency, new product variants and introduction of new products. Amongst the products introduced were the Satria Neo, Gen.2 enhancement and Savvy face lift for the domestic and export markets. Concurrently, preparations for the Gen.2 sedan and CPS for domestic and export market are being undertaken and are expected to be ready by the next financial year.

To further enhance supply of parts in November 2006, the consolidated logistics provider was implemented. To date, 22 vendors have signed on and the rest are expected to participate in the second phase of the program which took place in April 2007 onwards. New initiatives such as VIC, PPS and PTPM will be the main drivers for further manufacturing efficiency improvement. Total production was 41,107 units with average production facilities utilisation rate of 27% as a result of strong competition in the domestic market. While the built-up quality measured in Defect per Unit (DPU) at the PROTON Tanjung Malim plant has improved by almost 58%, cost per unit however, has increased by 37% due to low production volume.

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CHIKARANG, INDONESIA

P.T. Proton Tracoma Motors is a wholly owned company of Perusahaan Otomobil Nasional Sdn Bhd and its main operation is to manufacture PROTON products not only for Indonesia but also for the ASEAN markets. Assembly equipment and facilities have been fully commissioned with an installed capacity of 40,000 units per year and the plant is ready for the assembling of the appropriate model expected in the next financial year.

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PROSPECTS

Production and Delivery Volume Plan is based upon the base domestic sales of 115,500 units (with a market share of 30%) and exports sales of 29,200 units. However, the manufacturing division is geared towards achieving the best domestic sales plan of 141,000 units (resulting in a market share of 37%) whilst maintaining the export volume of 30,000 units. This plan has taken into consideration domestic channel stock of 18,800 units as well as export inventory of 3,000 units based on estimates as at the end of March 2007. Moving forward, in order to support the best production and delivery volumes, the following key initiatives will be implemented and these include puting into motion the Saga Sub-27K Program from March 2007, the introduction of new models such as the new Sedan by June 2007 and P2-110 by January 2008, the introduction of the Integrated Air-Fuel Module and Cam Profile Switching for the CamPro Engine by the second quarter of 2007, adoption of the PROTON Production System and PROTON Total Productive Maintenance also in the second quarter; build-up quality of less than 2.0 DPU and out-going quality of less than 1.0 DPU for the new models; working towards achieving productivity levels of 20 man-hours per unit for main-line and MVF and 18 manhours per unit for Tanjung Malim, whilst operation ratios are targeted at 90% and ensuring that parts supply index and parts quality index are more than 90% to ensure the quality and productivity level targets are met.

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NORWICH, UNITED KINGDOM

With a recapitalised, strengthened balance sheet, a 5-year strategic business plan and a more streamlined operational structure, coupled with record sales in Japan and Europe due to new and exciting class leading products coming on stream, Group Lotus Plc., a subsidiary of PROTON, is set for exciting times ahead.

LOTUS CARS

PERFORMANCE OVERVIEW The financial year under review was a challenging year for Lotus Cars given the high level of stock in its sales pipeline, particularly in North America, at the beginning of the year.

Lotus Elise - S (Hard Top)

As a specialist in the global automotive industry, Group Lotus is a successful manufacturer of sports cars under its iconic Lotus brand as well as a leading high technology engineering consultancy, worldwide. The manufacture and sale of sports cars are carried out by Lotus Cars Limited (Lotus Cars) while its automotive engineering consultancy business is primarily undertaken by Lotus Engineering and is complemented by the other global automotive engineering companies within the Group. Lotus Engineering carried out 287 projects for 123 clients last year.

Nevertheless, due to the company's dedicated and focused initiatives to stimulate demand while at the same time managing the production levels of new cars, Lotus Cars' global stock inventories were reduced by a significant 937 units or over 55%. The reduction of inventories resulted in a cash in-flow of £20 million during the year. With production for the year realigned to 2,633 units coupled with the impact of a weaker dollar, Lotus Cars posted lower revenue of £93.3 million compared to £121.8 million the previous year. However, the negative impact of internal and external factors was mitigated by an increase in average revenue per car as well as aftersales revenue during the year under review.

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With the introduction of the Lotus Exige S variant in the USA in December 2006, gross margins for Lotus Cars improved during the year due to higher average margins per unit and improvement in revenue for aftersales parts and services. Overheads during the 2006 / 2007 financial year were addressed by way of a "rightsizing" programme which resulted in the lowering of fixed costs in 2007 / 2008 by approximately £5.2 million per annum and lowered Lotus Cars breakeven volume by 50%.

Lotus Europa - S

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OPERATIONS During the first quarter of 2006/2007 financial year, Group Lotus saw Mr. Michael J. Kimberley taking over the helm of the company as Chief Executive Officer. Mr. Kimberley, along with his management team, has been tasked to deliver an aggressive 5year strategic plan that is tailored to turn the company into a sustainably profitable long term business. In line with this strategic plan, the year under review saw the streamlining of the Lotus Cars workforce through a voluntary separation scheme. The completion of this exercise has positively impacted direct and indirect operating costs while creating a more productive workforce with profitable results. PROSPECTS Moving forward, Lotus Cars plans to aggressively expand into its core markets of North America, the UK, Europe and International markets such as those in the vibrant Asia Pacific region including Malaysia and China. To achieve this objective and to meet set targets of its 5-year plan, the company is set to enhance its dealer

network worldwide while introducing 3 brand new models into the market. New distributors have just been appointed in Thailand, Hong Kong and Korea. In the near future, Lotus fans worldwide can look forward to an allnew sports car currently code-named Project Eagle. This will be followed closely by a new car to replace the iconic Lotus Esprit. There is also a third car set to be introduced as part of the strategic 5-year initiative. We expect sales volumes to improve as new models are introduced, whilst overheads are kept in check to ensure economies of scale are achieved. Lotus Cars will also continue to invest in new research and development that is creating revenue and profit opportunities for the company in the future. A notable undertaking for the 2007/ 2008 financial year is the manufacturing of an electric sports car for a USA confidential client which has already gained substantial publicity worldwide.

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LOTUS ENGINEERING

PERFORMANCE OVERVIEW Lotus Engineering recorded a profit for the year under review due to one-off exceptional items such as the recapitalisation initiative and an adjustment made on the postponement of a specific project. Third party sales worldwide improved by £9.3 million or 36% over the previous year. Operating profits were affected by lower revenues (particularly with the cessation of projects from PROTON) and higher overheads as well as unrealised savings of £1.3 million. Higher expenditure on third party sales activities undertaken during the year, as well as costs at the Lotus Engineering Malaysia/China subsidiaries, were also factors. OPERATIONS In a bid to streamline operations to enhance productivity and efficiencies, the year under review saw Lotus Engineering implementing a new "fast to market" project delivery process. Part of this initiative was the formation of the Project Management Office (PMO) that has been tasked to oversee all engineering projects. A new "lean and mean" project management group was also created to manage projects relating to Lotus Cars. In addition, resource managers were appointed to control resources more effectively based on a global delivery model while performance objectives were introduced to enhance management and delivery initiatives.

In tandem with improvements made internally, the year under review also saw the development and implementation of a more robust customer satisfaction feedback process that is conducted upon completion of a project. This is aimed at ensuring brand recognition is enhanced further via superior customer satisfaction levels. PROSPECTS The global market outlook for the automotive industry is positive for the coming year with substantial growth forecast for all Lotus Engineering's primary territories, particularly China and India. Significant new business has now been agreed and contracted in China. Given the trend of going 'green', Lotus is paving the way with increased investment in the R&D of environmentally-friendly products and services that include electric vehicles and hybrid projects, a bio fuel prototype programmes for the Lotus Exige and the installation of wind turbines to supply Lotus power utilities. Lotus Engineering is proactively pursuing third party high tech engineering globally and has achieved major successes in Asia, particularly in China, as well as in Europe, India and the USA. Management has been strengthened by the elevation to Vehicle Engineering Director of the world's most renowned Vehicle Dynamics expert and the appointment of a new Managing Director of Lotus Engineering Limited from Jaguar.

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Quality Management

In line with PROTON's long-term commitment towards embracing a system and culture that is centered on quality, the Group successfully re-established and fortified its quality procedures and standards throughout its manufacturing plants during the year under review. At the same time, an aggressive Group-wide quality awareness campaign was also introduced to instill the understanding and significance of quality in all aspects and activities of PROTON.

QUALITY OPERATIONS On an operational perspective, a cross-functional Quality Improvement Committee (QIC) comprising senior representatives of core divisions throughout PROTON was formed to address and resolve quality issues impacting the Group internally as well as externally. The Group's quality enhancement initiatives were specifically targeted at five core areas of the Quality Value Chain, namely new product development, manufacturing, vendors, technical & warranty, and sales & services. Ultimately, the primary objective is to derive total customer satisfaction by delivering the highest standards of quality from the production stage of a car to the after sales service experience. PRODUCTION On the production front, the year under review saw increased assessment at vital stages of the production process. Problems were identified and communicated to the relevant Quality Improvement Teams who then worked alongside the respective departments and individuals to solve them. Improvements made by our Quality Improvement Teams were discussed and monitored by the QIC, which chaired its inaugural meeting in May 2006. The year under review saw the QIC being convened a total of 42 times in which 98 quality issues were addressed and resolved. SERVICE On the external front, the Group's Quality Management Division via its Quality Customer Satisfaction department continues to work closely with its domestic and overseas distributors to continuously improve service quality.

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In the fourth quarter of 2006, PROTON successfully brought its warranty policy and management of claims procedures to be on par with current market standards. This will positively impact our competitiveness in our primary markets. At the end of the financial year under review, all Proton Edar service branches will be audited to comply with the 4Ms (Man, Machine, Material & Methods) of the Customer Oriented Service Delivery System. In line with fostering a closer relationship with end users, PROTON, under its Gerak CAT (Customer Action Team) initiative has throughout the year conducted on site face to face meetings with customers as well as our dealership personnel to address concerns and rectify problems. MOVING FORWARD Our efforts in relation to quality have translated into improved feedback and response from end-users, specifically for our new SAVVY and Satria NEO models. It remains a priority that PROTON continues to enhance quality Group-wide for the coming financial years. In the 2008 financial year, we intend to benchmark our existing ISO 9001 Quality & Service levels at Key Processes & Gateways to the best practices of TS16949 and address issues and seal any gaps. Additionally, we aim to improve our Warranty Management System through software upgrades and better training for our employees resulting in more accurate diagnosis of defects, faster countermeasures and less 'comeback' jobs.

PROTON also aims to resolve any other existing quality issues based on the newly established Global Priority Index, which focuses on prioritising issues for the correct attention level. Alongside Proton Edar, we also intend to establish a new CS (Customer Satisfaction) Manual as a basic guideline for all distributors to meet the desired quality standards. The Group's Quality Management Division intends to speed up the understanding of the Asian Multi-Local Original Equipment Manufacturer operating (AMLO EM) environment while driving changes in quality processes of complete-knock-down factories and our contract assemblers. The Group will also be bolstering its human resources in the Group Quality Management Division to drive forward our overall quality improvement objectives.

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Marketing

DOMESTIC MARKETS

OVERVIEW While the year under review may be challenging to say the least, given depressed consumer demand, an over-saturated market and a highly competitive operating environment, PROTON has been all the more committed and adamant in our marketing efforts to position the brand and our products ahead of our competitors. On this score, PROTON Savvy took the limelight in 2006 when the model successfully made it into the Malaysia Book of Records for being the most fuel-cost efficient vehicle above 1000cc. This coup was achieved when we took the Savvy on a 1,614 km journey across Peninsular Malaysia using about 68 litres of petrol, which amounted to only RM131. Our marketing efforts for the Savvy were also bolstered by a refreshing facelift for the model in response to consumer feedback. At the same time, our Waja Campro with design enhancements

including standard leather seats for added comfort and luxury was introduced into the market. PROTON's marketing team was able to capitalize on these introductions to attract potential buyers. All in all, the year under review saw Proton Edar Sdn Bhd mounting a series of aggressive sales and marketing campaigns encompassing trade-in values, financial assistance packages, step-up financing, insurance subsidies, free petrol & service vouchers and consumer contests nationwide during the festive season when traditionally, car sales are at its peak. Our campaigns were supported with the 5-year extended warranty for all PROTON models, introduced to further add confidence to car buyers.

In line with the Government's call to promote road safety and reduce the number of road accidents in the country, PROTON's Customer Management Center (CMC) introduced a novel one-onone driving course, namely DSSW which stands for Drive, Safe, Smart & Wise, for its car buyers as part of its on-going customer relations management initiatives. The course covers both

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classroom and practical defensive driving sessions conducted in collaboration with certified trainers at PROTON's semi-high speed test-track. Interested customers/prospects could inquire further or request for registration either by calling: PROTON i.care at 1300 880 888 or email to [email protected] Since December 2005, CMC has organized 15 classes (about one every month with a minimum of 15 - 20 participants) and the outcome has been very encouraging with most of the participants requesting for intermediate and advance classes. From an operational perspective, the year under review saw Proton Edar taking the bull by its horns in terms of solidifying positive brand association and building closer rapport with its market segments. On a tangible plane, the year saw Proton Edar's service centers recording an increased throughput of 13% year-on-year.

CUSTOMER TESTIMONY

Mohd Mazran Dato' Mohd Mazlan, 25 Mohd Mazran has been driving his Gen.2 for the past two years and is looking forward to being a satisfied owner for many more years to come.

Mohd Fauzi Johari, 45 Mohd Fauzi Jauhari is the proud owner of a PROTON Wira for the past ten years.

In January 2007, Proton Edar Service Center also introduced a 1-hour fast service a la "Pit Stop" concept, much to the delight of customers, especially the working class, whose time is of the essence. Notable marketing initiatives undertaken by Proton Edar included the set up of a flood relief center during the recent floods in Johor. We also offered a 30% discount for vehicle parts to our buyers in order to mitigate their hardship due to the floods.

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EXPORT MARKETS

OVERVIEW The export market is fast becoming an attractive revenue generator for PROTON. This augurs well for the Group in light of an oversaturated and highly competitive domestic market. Exports for the year under review saw a significant 64% jump in volume. Key to this growth is the expansion of PROTON's market share in strategic countries as well as the opening up of four new markets across the Middle East and Asia.

Our focus in developing our export market was on the after sales network and capabilities, as well as developing a better understanding of the customers in the respective markets. To achieve this, the Group augmented its International Sales & Services Division with human resources and capacity. As a result, the year under review saw PROTON recording improved sales in all its core overseas markets, namely the United Kingdom, Australia, the Middle East and Africa.

PROTON Savvy launch in Cyprus

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PERFORMANCE AND OPERATIONS PROTON's market share in the strategic countries of Iran and South Africa saw an increase during the year. Our market share in Iran almost doubled to 0.39% from 0.19% and South Africa registered an increase of five times to1.0% from 0.2%. The introduction of the Gen.2 as a complete built-up unit (CBU) into Iran, was well received with orders exceeding expectations by 44%. As such, a program to produce the Gen.2 in a complete knocked-down (CKD) form in Iran is now underway and expected to be in operation within the new financial year. Similarly, in South Africa, orders for the Satria Neo after its launch were beyond the initial estimates. The Left-Hand Drive Savvy was also introduced in the export market during the year. A "Shootout" for A-Segment cars was done by a "Taiwan Motor" magazine in their October 2006 edition in which the PROTON Savvy was rated the No.1 Choice as compared to several other Japanese and Korean brands. Since technical support and after sales services have been identified as our keys-to-success in our export market, we initiated several "Service Campaigns" in our core markets with PROTON technical personnel in attendance. Also known as PROTON "STAR" (Service Technical Attribute And Image Rebuilding), these campaigns involve customer focused promotions & activities including free 43-point check with no labor cost and discounts for spare parts and give-away vouchers valued at US$200.

Prospects Looking forward, in the new financial year, Iran is expected to continue to be a major source of growth for PROTON. The production of the Gen.2 in CKD form should lead to a reduction in the "On-The-Road" price in Iran, thereby increasing volume. Closer to home, Indonesia continues to be a focus growth market. We also plan to expand into Thailand given the recent and most welcomed, policy development.

PROTON GEN.2 cars are currently being used as police cars in parts of the U.K.

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Proton Cars (UK)

The year under review saw Proton Cars (UK) Limited moving forward positively despite operating in difficult market conditions. OVERVIEW The new car market in UK fell by over 4% in 2006, denoting a third successive year of declining TIV. In particular, private buyers, which make up one of the Group's main segments, performed less than par with total market conditions falling further to just 44% of total UK sales. Overall, with consumer buying patterns continuing to fluctuate and change, the vehicle segments where PROTON's products are featured, also fell. On this score, the first quarter of 2007 echoed similar market trends as experienced in 2006.

The background to these market conditions relates mostly to economic factors in the private sector with record levels of personnel debt, substantial interest rate hikes, high fuel prices and increasing taxes on vehicle emissions. High fuel prices and C02 emissionbased taxes have led to private buyers switching demand to dual fuel, diesel and small highly efficient fuel-based vehicles. PERFORMANCE & OPERATIONS Against this backdrop, Proton Cars (UK) Limited achieved a 63% increase in sales during 2006 with average dealer throughput up 38%. The additional appointment of 30 new dealers along with the introduction of the Savvy model were major factors in volume growth with improvements also seen in many other areas of the business, such as increased brand and product awareness, higher customer satisfaction levels with a class leading 88% CSI rating and improved internal efficiencies including overhead and resource reductions. Whilst volume and operational improvements have seen encouraging results, the UK market conditions over the last 12 months have led to far greater levels of competitor activity from all manufacturers creating heightened challenges in the trading landscape and financial pressures. PROSPECTS All industry forecasts point to continued difficult market conditions in the 2007-2008 financial period with an upturn predicted in the year after. In view of the launch of Satria Neo and continued expansion within the dealer networks in key open points to increase geographical coverage of the United Kingdom car buying population, Proton Cars (UK) Limited is bullish on increasing sales by over 10% this coming year.

A PROTON GEN.2 cruising through United Kingdom

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Proton Cars (Australia)

It was a progressive year for Proton Cars Australia Pty Ltd with the successful induction of five new dealers and the launch of two new models in the market, resulting in an increase in volume of over 10% during the financial year in review. OVERVIEW In 2006, when compared to the industry record of 988,269 achieved in 2005, sales for the Australian car industry fell by 2.6%. The shift between the various vehicle segments was primarily influenced by the rising cost of fuel which resulted in an increase in the light and small segments and a dramatic decline in large vehicle sales. The imported vehicles segment grew by 3% despite the decline in overall sales with diesel powered vehicle sales increasing 16.5% and reinforcing the shift toward more fuel efficient models. PERFORMANCE & OPERATIONS Despite supply difficulties in the first quarter, Proton Cars Australia successfully increased its sales by 10% and the introduction of the Savvy model in the early part of 2006 resulted in incremental sales, as the vehicle was well-received by both the franchised dealers and public at large. The subsequent release of Satria Neo in 2007 was also well-received with press reports complementing the vehicle on its class leading ride and handling capabilities. Market competition has increased due to slowing sales resulting in heavy discounting in an effort to maintain market share. Reductions in overheads have allowed Proton Cars Australia to maintain the profit forecasts.

PROSPECTS The industry forecast for 2007-2008 is pointing to a record year of growth in all PROTON competing segments. One of the major obstacles for the coming year will be competitor activity as the smaller marques have employed the strategy of reducing pricing and increasing standard features in an effort to establish themselves in the growing Australian market. There are currently 55 brands marketing over 350 different models which allow consumers unprecedented choice when selecting a new vehicle. Proton Cars Australia plans to increase sales by over 29% this coming year, leveraging on the back of Satria Neo and the new dealers inducted in open points in the 2006-2007 fiscal period.

PROTON Savvy

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Properties

PROTON continues to be a significant participant in the country's property sector via its subsidiary Proton Hartanah Sdn Bhd, which wholly-owns Proton Properties Sdn Bhd and has a 40% stake in Proton City Development Corporation Sdn Bhd.

PROTON plant in Tanjung Malim

PROTON Centre of Excellence

Main PROTON plant in Shah Alam

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The Group's properties are primarily located at its management and manufacturing hub namely in Shah Alam, Selangor, and Tanjung Malim, Perak. During the year under review, PROTON's new administrative office in Tanjung Malim reached its final stage of construction. Upon completion, this new building would be able to house the required administrative and support staff now at the Group's Shah Alam office. The Proton City remaining land bank in Tanjung Malim, which totals 2720 acres, is currently being developed by Proton City Development Corporation into a mixed-development township with residential, recreational, commercial, institutional and industrial units. Embedded in this township are state-of-the-art features such as super high-speed integrated network, 'smart' homes and schools as well as a number of information technology-based amenities and utilities.

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Financial Services

PROTON has entered into relationships with reputable financial institutions to provide convenient services that include financing packages for customers and operational facilities for authorised dealers.

· Proton Commerce Sdn. Bhd. is a joint venture between Proton Edar Sdn. Bhd. and Bumiputra Commerce Bank Berhad; Proton Finance Ltd. is a joint venture between Proton Cars UK Ltd. and Llyods TSB Bank; Lotus Finance Ltd. is a joint venture between Group Lotus Plc. and Chartered Trust, which provides financial services solely for Lotus cars.

·

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Proton Commerce's e-Finance system enables customers to apply for hire purchase facilities via the Internet. By simply logging onto www.proton-edar.com.my or www.bcb.com.my from any Internet terminal, customers are immediately advised as to whether their applications have been rejected or conditionally approved, subject to the submission of relevant supporting documents.

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PROTON's Commitment To Corporate Social Responsibility

Corporate Social Responsibility (CSR) is a vital component to PROTON as it is the national car manufacturer's tangible way of contributing to the society that it operates within. As a Government Linked Company and as a means of achieving and delivering sustainable value to its stakeholders, PROTON's CSR platform works in tandem with and fully supports the National Economic Policy and 9th Malaysia Plan.

PROTON's involvement in CSR activities is based on the triple bottom line - management, environment and society which focuses on environmental protection, human rights, employee welfare, customer service, vendor and supplier partnerships, community involvement as well as ethical business behaviour. A CSR Committee was set up at the tail end of the year under review with an objective to promote good CSR practices throughout the organisation and its subsidiaries. Headed by the Group Chairman, this committee is made up of senior management and personnel spanning the various divisions and serves as a means of check and balance for the Group in relation to the initiatives executed.

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ENVIRONMENTAL PROTECTION

The Group ensures that good waste management practices are in place as this is an indicator of a high degree of corporate responsibility and commitment to comply with national waste management requirements. Among the methods employed to protect and minimise the impact on the environment are recycling of by-products such as paper and boxes, scrap metal recycling, utilising reusable plastic boxes and containers, water recycling and the execution of energy saving methods. PROTON is pleased to note that all efforts undertaken as far as environment protection is concerned have borne fruit. A tangible example is how all wastewater effluence discharged after treatment complies with the requirements of the Environment Quality Act and Regulations 1974. Efforts are consistently taken to protect the environment by striving to minimise waste and pollution, and by setting environmental objectives and targets which meet or exceed all legal requirements. In order to realise this environmental policy, we are committed to put into practice the use of environmentally friendly material and cleaner production technology throughout the various stages of product development, from designing, manufacturing, and utilisation to disposal. In addition, we worked hand-in-hand with suppliers by providing information and assistance to increase product recycling, resources reuse rate, and minimise the use of environmental restricted substances. As a means of encouraging our youth to cherish the environment, the Green Project was launched and through this, PROTON seeks to promote environmental awareness among school children via tree-planting programmes, environmental picture book and essay competitions.

PROTON's environment philosophy revolves around sustainable development that is defined as `economic and social development to meet the needs of the present without compromising the ability of future generations to meet their own needs. It continues to be the mainstay for our CSR initiatives and seeks to achieve the objective of protecting the environment by minimising the impact on the environment as a result of our business operations. Steps such as management of pollution, emissions, toxic wastes and recycling are consciously taken to protect the environment. Environment friendly manufacturing processes are in position and the Group as a whole is working aggressively towards total compliance to ISO14001 Environment Management System which is certified by an external assessment body and is an internationally accepted standard of compliance. Naturally, this commitment enables us to proactively contribute towards the realisation of a sustainable society.

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SOCIAL CONTRIBUTIONS

PROTON is involved in providing financial aid and support in kind to deserving members of the society in the form of donations and sponsorships. In the area of education, PROTON participates in the Adopt-A-School Programme, themed Program Pintar, starting with two schools in Penang, namely Sekolah Kebangsaan Bagan Tuan Kechil, Butterworth, and Sekolah Menengah Kebangsaan Paya Keladi, Kepala Batas. This programme commenced in January 2007 and will continue until 2009. PROTON is also involved in various motivational and educational programmes in schools within the areas of Shah Alam and Tanjung Malim from which it operates.

On a national interest level, PROTON is one of the main sponsors of the prestigious Le Tour de Langkawi race. In the past, PROTON has taken on the role of official car provider for a number of international, regional and national events, conferences and meetings including NAM, ASEAN and OIC and has participated in several local and international exhibitions relevant to the automotive industry and its core business. In sports, PROTON is also the corporate custodian for badminton in the country, and in 2007, it is the title sponsor for the World Badminton Championships to be held in August. In the area of motorsports, PROTON has a presence in the Petronas Malaysian Formula 1 Grand Prix and in events such as the Merdeka Millennium Endurance Race and the Malaysian Rally Championship. It is also a partner to the A1 Team Malaysia.

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Yayasan PROTON is the Group's way of investing and contributing to the education needs of the underprivileged segments among the young. Yayasan PROTON was established with the intention of providing educational assistance to deserving candidates in the form of scholarships. Humanity assistance and contributions in aid of disaster victims, environmental conservation and awareness programmes were also provided in the wake of the floods in Johor. PROTON initiated and activated a series of programmes to aid victims, from extending financial assistance, donations in the form of food and essential items to providing special discounts on parts and repairs to victims' whose PROTON cars were damaged by the natural disaster. We also set up a dedicated flood relief service and repair centre at the Tampoi Centre equipped with tools and equipment specific to PROTON cars, well-trained technicians with experience in rectifying flood-damaged cars and dedicated Service Advisors to assist customers in finding the best possible repair option based on their financial standing. We also provided guaranteed professional workmanship with warranty on replaced parts and logistics management of the flood-damaged cars. Human capital development efforts have been via assistance and educational/training programmes designed to reach out to the community. Over the years, PROTON's activities involving the development of human capital has encompassed internship or practical training, training of unemployed graduates, working to develop useful and relevant programmes with Kolej PROTON in Universiti Utara Malaysia, as well as providing expertise to help schools, institutions of higher learning and other technical-based organisations.

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PROTON is also a partner and sponsor of the Malaysian Skills Competition (automotive category). In the year under review PROTON also partnered with the Ministry of Higher Education to kick-start a one-year internship programme for students from the Community College to enable selected students to continue their studies at PROTON's service centers. Meanwhile, significant initiatives have been undertaken to enhance our relationship with the public and PROTON car customers. In celebrating Malaysia's 50th year of Independence for example, PROTON on 4th March 2007 introduced an incredibly attractive deal for customers by offering the PROTON Saga for just RM26,999. This was just one of the many ways PROTON is thanking Malaysians for their strong support of the company and the brand over the years. PROTON i.CARE is a new initiative that underscores PROTON's commitment to improve every quality aspect of its business - from sales, after-sales to products. The initiative will be a key driver to transform and project PROTON as a Group that is committed to improvement and growth in quality.

Not just a campaign or a programme, PROTON i.CARE is an all encompassing culture and a way of life for each and everyone in PROTON. All PROTON customer service offerings will now fall under the PROTON i.CARE umbrella. From hotline to 24-hour breakdown services to after-sales service centres, PROTON i.CARE will be the single point of contact, serving as The Companion for customers. The latest initiative is the formation of 25 Mobile Service Teams with 108 mechanics going to the ground to meet customers. PROTON i.CARE marks the beginning of a new chapter in which PROTON reciprocates the commitment to its cars with equal or even greater commitment to quality, quality improvements and overall customer satisfaction. Meanwhile, in support of the initiatives underlined in the New Economic Policy, PROTON is also committed to developing the commercial and industrial participation of Bumiputeras in the automotive industry by providing business opportunities to genuine and competitive local businesses.

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Health and Safety Committee, briefings by group leaders at morning roll-calls and site auditing for health and safety including at workshops and equipments. The Security Department of Group Security also provides a safe and secure environment for the diverse population that comprises the PROTON community. Specifically, it provides an organised force of trained personnel to protect the various facilities from fire, accidents, environmental pollution, theft, intrusion and other unlawful acts that disturb the peace or which place life and property in jeopardy.

HEALTH AND SAFETY

As a responsible corporate entity, PROTON implements good employment practices for the benefit of employees by carrying out safety campaigns for industrial safety at the workplace, festive season road safety campaigns and defensive driving workshops for car and motorcycle users. Other employee programmes include hearing conservation training, forklift training, industrial safety training, fire safety training as well as fire drills, and evacuation training. Modules and training are provided by inhouse trainers on an annual basis, with an average of two sessions conducted each month. Health and safety related activities are often held to encourage employees to pay attention to these issues and to put these practices into place in their daily routine. Activities in the year under review included a health and safety contest to increase employee awareness on these issues, quarterly meetings of the

PROTON also provides an Ergonomic program where studies are being done to reduce work-related injuries and occupational diseases as well as to improve safety levels in the factory, work quality and productivity. Similar to the previous year, no fatal or serious accident cases were recorded and incidences of cases related to minor industrial accidents with medical leave and without medical leave saw a reduction by 25% and 17% respectively. A lower motorcycle accident trend amongst employees commuting to work was also recorded.

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HUMAN CAPITAL DEVELOPMENT

With more than 11,000 employees worldwide under its banner, PROTON's workforce spans the globe and through their dedicated work, the company continues to build the brand's name both on the domestic and international front. A majority of the company's workforce commenced their career path with PROTON and synergistically grew alongside the company.

At PROTON, we hold steadfast to the belief that consistent communication is the cornerstone in all our dealings with our employees. In light of this, a new and comprehensive employee communications framework was developed to ensure that all employees are aligned with the organisation's direction and goals. To take this effort one step further, strategic human capital capability-building initiatives were executed. In addition to facilitating assessment, these initiatives sought to develop leadership competencies, develop talent pool and put into motion a succession planning programme to better equip the workforce with skills to compete globally. The challenge lies in executing this strategic plan to ensure PROTON's human capital capability is fully realised.

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The year also saw PROTON continue to provide opportunities for students through Yayasan PROTON, where the Group explored viable opportunities for human capital development through programmes with secondary school students and university graduates. Our role is to be a catalyst of success through our educational programmes to underprivileged yet smart students who can eventually be a part of the PROTON family. PROTON also developed and launched Declaration of Assets and `Whistleblower' policies to clearly underline our seriousness to establish integrity as one of our key values. For the year under review, a new performance management system that is directly linked to KPls was developed and implemented. Cognisant of the fact that PROTON operates in an increasingly competitive and challenging landscape, the continuous development of our workforce is vital to ensure that we measure up as a key player in the automotive industry.

PROTON in Australia

PROTON GEN.2

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Statement On Corporate Governance

The Board is committed to applying the recommendations of the Malaysian Code on Corporate Governance to ensure that good corporate governance is practiced throughout the Group to effectively discharge its responsibilities to protect and enhance shareholder value.

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Set out below is a statement on how the Group has applied the principles of the Malaysian Code on Corporate Governance.

BOARD OF DIRECTORS

The Board is committed to establishing and enhancing shareholder value in the long-term and is pleased to report that the Group has to its best efforts and knowledge complied with the principles and Best Practices of the Code throughout the financial year under review. The Board continues to enhance its role in improving governance practises effectively to safeguard the interests of the shareholders as well as stakeholders. To this end, the Board has full control of and is responsible for the Group's overall strategy, acquisition and divestment policies, capital expenditure, annual budget, review of financial and operational performance, internal control and risk management processes. The Group's overall strategic direction, development, implementation and control remains of primary importance to the Board. The roles and responsibilities of the Non-Executive Chairman and the Managing Director are clearly defined. The Chairman ensures the integrity and effectiveness of the Board as a whole. He conducts Board meetings and ensures that it proceeds in an orderly manner. The Managing Director ("MD") on the other hand is responsible for making and ensuring the implementation of broad policies as approved by the Board and reports to and discusses material matters including regulatory developments and strategic projects with the Board. There is therefore a natural separation of management and governance leading to a balance of power and authority. The non-executive directors are independent of management and are free from any business relationships which could materially interfere with the exercise of their independent judgement. The Board has delegated matters pertaining to the day to day management, operations and strategic development of the Group (subject to the Limits of Authorities and Group Policies and Procedures), to the Managing Director who is supported by a competent Management team whose expertise lies in Finance, Human Resource, Risk Management, Marketing, Information Technology, Operations, and Law amongst others.

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statement on corporate governance

In the financial year ended 31 March 2007, the Board of PROTON Holdings Berhad (PHB) met fifteen (15) times. The following are the details of attendance of the Directors: No Name Of Director Designation Date of Appointment 17 Dec 2004 1 Jan 2006 12 Apr 2004 17 Dec 2004 10 Mar 2005 26 Oct 2005 15 Sep 2006 15 Sep 2006 12 Apr 2004 12 Apr 2004 Date of Resignation 7 Nov 2006 8 Sep 2006 (Retired by virtue of Section 129 of the Companies Act, 1965) 31 July 2006 Meeting Attendance 15/15 15/15 14/15 15/15 13/15 13/15 8/8 6/8 8/8 7/7

1 2 3 4 5 6 7 8 9 10

Dato' Mohammed Azlan Bin Hashim - Chairman Dato' Haji Syed Zainal Abidin B Syed Mohamed Tahir Tuan Haji Abdul Jabbar Bin Abdul Majid Encik Mohammad Zainal Bin Shaari Tuan Haji Abdul Kadir Bin Md Kassim Dato' Ahmad Bin Haji Hashim Dato' Michael Lim Heen Peok Dato' Mohd Izzaddin Bin Idris Encik Badrul Feisal Bin Abdul Rahman Lt. Gen (R) Dato' Seri Mohamed Daud Bin Abu Bakar

Non Independent Non Executive Chairman Managing Director Independent Non Executive Director Non Independent Non Executive Director Independent Non Executive Director Non Independent Non Executive Director Independent Non Executive Director Non Independent Non Executive Director Non Independent Non Executive Director Independent Non Executive Director

11

Datuk Kisai Bin Rahmat

Executive Director

1 Jan 2006

5/5

The profiles of the directors are set out on pages 24 to 31 of the Annual Report. Board meetings for the Company and its subsidiaries are scheduled in advance before the start of each calendar year and

circulated to all Board Members at the beginning of each year. This would enable the Directors to plan ahead and ensure attendance at Board meetings. Additional meetings or Special Board meetings are convened whenever necessary when there are urgent and important decisions to be made.

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BOARD COMPOSITION AND BALANCE

The Board consists of eight (8) members with the Chairman being a Non-Independent Non-Executive Director, three (3) NonIndependent Non-Executive Directors, three (3) Independent NonExecutive Directors and one (1) Executive Director who is the Managing Director. As in the previous year, Tuan Haji Abdul Jabbar Bin Abdul Majid is the Company's Senior Independent Director to whom concerns pertaining to the Group may be conveyed by shareholders and the public.

to the Board before a Board meeting. The agenda for every meeting permits the Board members to review the contents of meetings and assists in providing the Chairman a better and efficient conduct of the proceedings at the Board meetings. The Board has full access to the Company Secretary who is available to provide the Directors with the appropriate advice and services and also to ensure that the relevant procedures are followed and rules and regulations are complied with. The Board is from time to time, updated on any changes in Laws and other regulatory requirements. Senior Management as well as professionals and external advisors are from time to time invited to attend Board meetings to deliberate and clarify issues on the subject matter concerned.

INDEPENDENCE AND CONFLICT OF INTEREST

The Directors are required to make written declarations and it is their responsibility to declare whether they have a potential or actual conflict of interest in any transaction. Where issues involve conflict of interest, the interested Directors abstain from discussing or voting on the matter.

POLICY ON DIRECTOR APPOINTMENTS

The Board Nomination & Remuneration Committee reviews all new appointments by taking into consideration the skill sets required by the Company and the Group. Board Members are appointed through a formal and transparent selection process that is consistent with the Articles of Association of the Company and Guiding Principles for Appointment of Directors. New directors are required to undergo familiarisation programmes, plant visits and briefings to get a better understanding of the PROTON Group, its operations and the automotive industry. The Board Nomination & Remuneration Committee annually reviews the mix of skills and experience of the Directors to ensure that the Board has the right balance and effectiveness.

SUPPLY OF INFORMATION

The Board has full access to all information pertaining to the Group's business affairs to enable the Board to discharge its responsibilities effectively. In general, the agenda, board papers and minutes of previous meetings of the Board and Board Committees including minutes of Board meetings of subsidiary companies are circulated in advance

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RE-ELECTION OF DIRECTORS

All Directors including the Executive Director are subject to retirement by rotation at least once in every three years and are eligible for re-election. In accordance with the Articles of Association, 1/3 of the Directors shall retire from office at each Annual General Meeting. Any new appointed director shall hold office only until the next Annual General Meeting of the Company and shall be eligible for re-election under Article 111. Directors who are over seventy (70) years of age are required to submit themselves for retirement annually at the Annual General Meeting, unless the Director is reappointed by way of special resolution in accordance with Section 129 (6) of the Companies Act, 1965. At the forthcoming Annual General Meeting of PROTON Holdings Berhad, the following Directors who retire have offered themselves for re-election: (i) Pursuant to Article 104 1. Encik Mohammad Zainal Bin Shaari 2. Tuan Haji Abdul Kadir Bin Md Kassim (ii) Pursuant to Article 111 1. Dato' Michael Lim Heen Peok 2. Dato' Mohd Izzaddin Bin Idris

BOARD COMMITTEES

The Board has delegated specific responsibilities to five subcommittees, namely the Board Audit Committee, Board Nomination & Remuneration Committee, Board Risk Management Committee and Board Disciplinary Committee, which assist the Board in overseeing the affairs of the Group and have been entrusted with specific responsibilities and authority and report to the Board with recommendations. On 17 April 2007, the Board established an Executive Committee primarily to assist the Management in addressing issues relating to the implementation and monitoring of several key projects as well as addressing issues relating to the identification of suitable candidates to fill several key positions at PROTON. The above Committees have the authority to examine specific issues and report to the Board with their recommendations. The responsibility of decisions on all matters ultimately lies with the Board as a whole.

None of the Directors are subject to retirement pursuant to Section 129 of the Companies Act, 1965 at the forthcoming Annual General Meeting.

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BOARD AUDIT COMMITTEE The composition of the Board Audit Committee and their respective attendance record of meetings for the financial year ended 31 March 2007 are as follows: No Name Of Director Designation Date of Appointment 10 Mar 2005 Date of Resignation Meeting Attendance 8/8

1

Tuan Haji Abdul Jabbar Bin Abdul Majid

Chairman Independent Non Executive Director

2

Encik Mohammad Zainal Bin Shaari

Member Non Independent Non Executive Director Member Independent Non Executive Director Member Independent Non Executive Director

10 Mar 2005

-

6/8

3

Tuan Haji Abdul Kadir Bin Md Kassim

10 Mar 2005

-

7/8

4

Dato' Michael Lim Heen Peok

29 Nov 2006

-

3/3

During the financial year, the Board Audit Committee of PROTON Holdings Berhad undertook the following activities: (a) Assisted the Board in discharging its statutory duties and responsibilities relating to accounting and reporting practices of the Company and the Group in accordance with Generally Accepted Accounting Practices. (b) Reviewed the external audit terms of engagement, the audit strategy, the proposed audit fee and the achievement of the agreed upon reporting timeframes for the audit of the financial statements.

(c) Reviewed the external audit reports and discussed any problems and reservations arising thereon. (d) Reviewed the internal audit plan, methodology, functions and resources. (e) Reviewed major findings on internal audit reports and management response. The Terms of Reference of the Board Audit Committee are set out below.

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COMPOSITION The Committee shall be appointed from amongst the Board and shall:(i) comprise no fewer than three members; (ii) a majority of the members must be independent directors; and (iii) at least one member must be a member of the Malaysian Institute of Accountants or if he is not, then he must be a person who complies with Paragraph 15.10 of Bursa Malaysia Securities Berhad's Listing Requirements. The Chairman, who shall be elected by the members of the Committee, shall be an independent director. No alternate director may be appointed as a member of the Board Audit Committee. The Board will review the terms of office and the performance of the Board Audit Committee and its members at least once every three years. FUNCTIONS AND DUTIES · The functions and duties of the Board Audit Committee shall be to:(a) Review and report to the Board of Directors on the following:· with the External Auditors, the audit plan; · with the External Auditors, the External Auditor's evaluation of the system of internal control; · with the External Auditors, the External Auditor's audit report; · the assistance given by the Company's employees to the External Auditors; · the adequacy of the scope, functions and resources of the internal audit functions and that it has the necessary ·

·

·

·

authority to carry out its work, and the performance of the members of the internal audit function; the internal audit programme, processes, the results of the internal audit programme, or investigation undertaken and whether or not appropriate action is taken by the management on the recommendations of the internal audit function; the quarterly results and year-end financial statements, prior to the approval by the Board of Directors, focusing particularly on:(i) changes in or implementation of major accounting policy; (ii) significant and unusual events; (iii) compliance with accounting standards and other legal requirements; and (iv) accuracy and adequacy of the disclosure of information essential to a fair and full presentation of the financial affairs of the Group; any related party and conflict of interest situation that may arise within the listed issuer or group including any transaction, procedure or course of conduct that raises questions of management integrity; promptly report to Bursa Malaysia Securities Berhad on any matter reported by it to the Board of the Company which has not been satisfactorily resolved resulting in a breach of the Listing Requirements of Bursa Malaysia Securities Berhad; submit to the Board a Report on the summary of activities of the Board Audit Committee in the discharge of its functions and responsibilities in respect of each financial year.

(b) Consider the appointment of the external auditor, the audit fee and any questions of resignation and dismissal.

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MEETINGS The Committee shall hold meetings on at least four occasions each year, although additional meetings may be called, as and when necessary, by the Chairman of the Committee. These meetings will usually be:· prior to the current year's audit; · upon completion of the External Auditor's interim examination; · prior to the meeting of the full Board to approve the financial statements; · prior to the announcement of the quarterly results; · upon the request of any member of the Committee or the External Auditors, the Chairman of the Committee shall convene a meeting of the Committee to consider the matters brought to its attention; · at least once a year, the Committee shall meet with the External Auditors without any Executive Directors present. ATTENDANCE In order to form a quorum in respect of a meeting of an audit committee, the majority of members present must be independent directors. The Chairman may request that directors and members of the management, the Internal Auditors and representatives of the External Auditors be present at meetings of the Committee. MINUTES The Company Secretary shall be the Secretary to the Committee and shall be present at all meetings to record minutes. Minutes of each meeting shall be prepared and entered into the books provided for the purpose and sent to the Committee members and will be made available to all Board members. The Minutes shall be signed by the Chairman of the Committee.

INTERNAL AUDIT FUNCTION The Group uses the services of the Group Internal Audit Division to accomplish its internal audit requirements. The Group Internal Audit Division reports to the Board Audit Committee on matters concerning the Group and assists the Board of Directors in monitoring and managing risks and internal controls. The Group Internal Audit Division reviews internal controls related to all key activities of the Group and recommends improvements in controls and procedures. The Group Internal Audit Division is independent of the activities it audits and performs with impartiality and due professional care. The findings of the Group Internal Audit Division are reported to the Board Audit Committee. The Board Audit Committee approves the internal audit plan of the Group Internal Audit Division each year. The scope of the internal audit covers the audits of all units and operations, including subsidiaries. During the year, the Group Internal Audit Division serves to ensure control measures are adequate and effective in mitigating key risks and that they are monitored. The monitoring process will form the basis for continually improving the risk management process in the context of the Group's overall goals.

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BOARD NOMINATION & REMUNERATION COMMITTEE The Board Nomination & Remuneration Committee reviews new director appointments of the Group and the balance and effectiveness of the boards of directors, taking into account the required mix of skills, experience and other qualities, before making recommendations to the Board. The Committee is empowered to conduct periodic reviews on the overall remuneration policy and package of the Executive and NonExecutive Directors and Senior Management of the Group for recommendation to the Board. The authority and scope of coverage of the Nomination and Remuneration Committee is over the PROTON Group which includes subsidiaries and relevant associates and other investee companies. The Board Nomination & Remuneration Committee is made up entirely of Non-Executive Directors, with the majority consisting of Independent Non-Executive Directors. Appointments to the Committee shall be for a period of three (3) years which may be extended provided that the majority of the Committee members remain independent. The Committee has met four (4) times during the financial year.

The Composition of the Board Nomination & Remuneration Committee is as follows: No Name Of Director Designation Date of Appointment 10 Mar 2005 Date of Resignation Meeting Attendance 4/4

1

Dato' Mohammed Azlan Bin Hashim

Chairman Non Independent Non Executive Director Member Independent Member Independent Member Independent Non Executive Director Member Non Independent Non Executive Director

2

Encik Ahmad Tajuddin Bin Abdul Carrim Encik Md Ali Bin Md Dewal

29 Aug 2005

-

4/4

3

29 Aug 2005

-

3/4

4

Dato' Michael Lim Heen Peok

13 Nov 2006

-

2/2

5

Encik Badrul Feisal Bin Abdul Rahim

10 Mar 2005

7 Nov 2006

2/2

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BOARD RISK MANAGEMENT COMMITTEE The Board Risk Management Committee assists the Board to oversee the overall management of all risks faced by the Group's business. Further details of the activities of the Board Risk Management Committee are spelt out in the Statement on Internal Control. No Name Of Director Designation The Board Risk Management Committee is made up entirely of Non-Executive Directors and third party members (not being directors of the Company) who are appointed by the Board from time to time as follows:

Date of Appointment 29 Sep 2005

Date of Resignation -

Meeting Attendance 4/4

1

Tuan Haji Abdul Kadir Bin Md Kassim

Chairman Independent Non Executive Director

2

Datuk Tan Kim Leong

Member - Independent

29 Aug 2005

-

4/4

The composition of the Board Risk Management Committee is reviewed annually by the Board on the recommendation of the Board Nomination and Remuneration Committee.

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BOARD DISCIPLINARY COMMITTEE ("BDC") The BDC is a platform for the PROTON Group to deal primarily with disciplinary issues. The BDC is part of the structural mechanism for the handling of cases that may arise from the introduction of the Whistleblower and Assets Declaration Policies. The BDC has the power to initiate investigations, consider and take appropriate action thereof on any case referred to it by any party either received orally or in writing.

The BDC comprises members all of whom are non executive directors as follows: No Name Of Director Designation Date of Appointment 7 May 2006 Date of Resignation Meeting Attendance 5/5

1

Dato' Mohammed Azlan Bin Hashim

Chairman Non Independent Non Executive Director

2

Tuan Haji Abdul Jabbar Bin Abdul Majid Tuan Haji Abdul Kadir Bin Md Kassim Dato' Ahmad Bin Haji Hashim

Independent Non Executive Director Independent Non Executive Director Non Independent Non Executive Director

7 May 2006

-

5/5

3

7 May 2006

-

5/5

4

7 May 2006

-

4/5

PROTON BOARD EXECUTIVE COMMITTEE ("EXCO") On 17 April 2007, the Board establised an Executive Committee primarily to assist the Management in addressing issues relating to the implementation and monitoring of several key projects as well as addressing issues relating to the identification of suitable candidates to fill several key positions at PROTON. The objectives of the re-establishment of the said EXCO is to assist the Management in addressing issues relating to the implementation and monitoring of several key projects, including but not limited to PROTON's Strategic Business Plan, Annual Management Plan, PROTON's Business Turnaround Plan and also

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to address issues relating to identifying suitable candidates to fill several key positions at PROTON. It is to be noted that the functions of the EXCO shall not overlap that of other Board Committees, such as the Board Nomination & Remuneration Committee.

Subject to the resolutions of the Board from time to time, the provisions contained in the Terms Of Reference and the Memorandum and Articles of Association of the Company, the EXCO may exercise any of the powers, authorities and discretions for the time being vested in the Board with regard to the affairs and business of the Company.

The Executive Committee which has met three (3) times since its establishment comprises three (3) representatives from amongst the PHB Board members and one (1) Senior Management representative as follows: No Name Of Director Designation Date of Appointment 17 Apr 2007

1

Dato' Mohammed Azlan Bin Hashim

Chairman Non Independent Non Executive Director

2

Dato' Haji Syed Zainal Abidin B Syed Mohamed Tahir Dato' Michael Lim Heen Peok

Managing Director

17 Apr 2007

3

Independent Non Executive Director Non Independent Non Executive Director

17 Apr 2007

4

Dato' Mohd Izzaddin Bin Idris

17 Apr 2007

DIRECTORS' TRAINING

All Directors have successfully completed the Mandatory Accreditation Programme conducted by the Research Institute of Investment Analysts Malaysia as imposed by Bursa Malaysia Securities Berhad ("Bursa Securities"). Despite repeal of Bursa Securities' Continuing Educational Programme with effect from 1 January 2005, the Directors continue to identify and attend appropriate seminars and courses to keep abreast of changes in legislation and regulations affecting the Group. The Company has arranged various in-house training programmes and luncheon talks on topics relevant to the Company which were attended by both the members of the Board and Senior Management.

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statement on corporate governance

DIRECTORS' REMUNERATION

The Board Nomination & Remuneration Committee is responsible for reviewing the performance of the Executive Directors and recommending to the Board the remuneration package and reward structure. The Board as a whole determines the remuneration of the Executive and Non-Executive Directors. Directors do not participate in any discussions or decisions concerning each individual's remuneration. In the case of the Executive Director, the remuneration is structured to link rewards to corporate and individual performance through key performance indicators comprising fixed and performance-based rewards. The level of remuneration of the Non-Executive Directors reflects the experience and level of responsibilities undertaken by the Director concerned. The Non-Executive Directors are paid annual fees and attendance allowances in accordance with the number of meetings attended. In addition, the Non-Executive Directors are each provided with the use of a car. Non-Executive Directors fees are paid upon shareholders approval at each Annual General Meeting. The Board Remuneration Committee carries out reviews when appropriate and refers to remuneration surveys and consultants to assist in determining the appropriate level of reward, which is competitive and consistent with the corporate objectives. This is necessary in order to attract and retain professionals with the qualities needed to manage the Group successfully.

Details of the total remuneration of the Directors of PROTON Holdings Berhad for the financial year ended 31 March 2007 are as follows: Directors Basic Salaries Bonus and Other Employee Benefits RM1,276,278 RM1,276,278 Fees and Allowances RM1,533,125 RM 1,533,125 Benefits in Kind RM63,000 RM35,993 RM98,993 Number of Directors Non-Executive 2 3 3 1 9

Total RM1,339,278 RM1,569,118 RM2,908,396

Executive Director Non-Executive Directors TOTAL Remuneration Range of Total Remuneration Below RM50,000 RM50,001 - RM150,000 RM100,001 - RM500,000 RM500,001 - RM1,000,000 TOTAL

Executive 2 2

Total 2 3 3 3 11

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FINANCIAL REPORTING

The Board is committed to providing a balanced, clear and meaningful assessment of the financial performance and prospects of the Group to shareholders, the investor community and the regulatory authorities. Shareholders and other stakeholders are kept abreast of the Group's performance through the timely announcement of the quarterly financial results and accompanying press releases. The Board Audit Committee assists the Board to oversee the financial reporting processes and the quality of its financial reporting. Quarterly financial results and annual financial statements are reviewed by the Board Audit Committee to ensure adequacy and completeness of information prior to the Board's approval. To enhance quality of the Group's financial reporting, the external auditors will be conducting quarterly reviews of the Group's quarterly results in addition to the year-end audit.

The Board is responsible for ensuring that the Company keeps accounting records which disclose with reasonable accuracy, the financial position of the Company and the Group and that the financial statements comply with the Companies Act, 1965. In preparing the financial statements the Board has; · Selected suitable accounting policies and applied them consistently · Made judgements and estimates that are reasonable and prudent; · Ensured that all applicable accounting standards have been followed; and · Prepared financial statements on the going concern basis as the Directors have a reasonable expectation, having made enquiries, that the Group has adequate resources to continue in operations for the foreseeable future.

INTERNAL CONTROLS

The Board acknowledges its overall responsibility for maintaining a system of internal controls that provides assurance of effective and efficient operations and compliance with laws and regulations and also its internal procedures and guidelines. The size and complexity of the operations may give rise to risks of unanticipated or unavoidable losses. The system of internal controls is designed to provide reasonable but not absolute assurance against the risk of material errors, frauds or losses occurring. The Board Audit Committee reviews the effectiveness of the system of internal controls, which covers financial, operational and compliance controls, and also risk management.

DIRECTORS RESPONSIBILITY STATEMENT

The Board is required by the Companies Act, 1965, to ensure that financial statements prepared for each financial year have been made out in accordance with the applicable approved accounting standards and give a true and fair view of the state of affairs of the Company and the Group at the end of the financial year and of the results and cash flow of the Company and the Group for the financial year.

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statement on corporate governance

RELATIONSHIP WITH AUDITORS

The Board Audit Committee maintains an appropriate transparent relationship with both the Group's external auditors and internal auditors. The external auditors are invited to attend Board Audit Committee meetings and present their audit findings when the Company's annual financial results are considered. The Board Audit Committee meets with the external auditors at least once a year without the presence of the Executive Director and Management.

The issue of the Annual Report is an important medium of information for the shareholders and investors whereas the Annual General Meeting of the Company is the main forum for communication and dialogue with the shareholders. Shareholders are encouraged to actively participate and interact with the Board and members of the Senior Management pertaining to the agenda items during the general meeting. In addition, the Chairman briefs the shareholders on the company's operations for the financial year. Senior Management and the external auditors are present to respond to questions and queries to ensure a high level of accountability and transparency of the business goals, strategies and operations. For investors, regular dialogues are held with financial analysts and fund managers representing institutional and individual shareholders through the investor relations programme. Besides the Annual Report, the Board ensures timely announcements are made to Bursa Malaysia Securities Berhad and disseminates clear, accurate, and sufficient information to enable the shareholders and investors to make informed decisions. The Investor Relations Unit also proactively disseminates appropriate and relevant information to the investor community and attends to whatever queries they may have.

DIALOGUE BETWEEN THE COMPANY AND SHAREHOLDERS / INVESTORS

The Board recognises the importance of transparency and accountability to its shareholders and investors. Different channels of communication are optimised to provide shareholders and investors with a balanced and complete view of the Group's performance and the issues faced by its businesses in a competitive environment amidst a changing landscape.

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additional compliance information

111

NON-AUDIT FEES During the financial year, the amount of non-audit fees paid and payable to the external auditors by the Group are as follows: External Auditors 2007 RM'000 PricewaterhouseCoopers Malaysia Member firm of PricewaterhouseCoopers International Limited, (a separate and independent legal entity from PricewaterhouseCoopers Malaysia) Total 2,214 393 2006 RM'000 1,373 362

2,607

1,735

MATERIAL CONTRACTS Perusahaan Otomobil Nasional Sdn Bhd ("PONSB"), a wholly owned subsidiary of the Company, had on 30 January 2007 entered into a conditional sale & purchase agreement ("SPA") with Tracoma Holdings Berhad ("Tracoma") for PONSB and / or its nominee(s) to acquire from Tracoma, the remaining 49% equity interest in PT Proton Tracoma Motors comprising 10,780,000 ordinary shares of USD1.00 each for a total cash consideration of USD10,133200 or USD0.94 per share. The above acquisition of PT Proton Tracoma Motors was completed on 10 August 2007. Announcements to Bursa Malaysia Securities Berhad were made in accordance with the Listing Requirements.

RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE By Resolution of the Extraordinary General Meeting of the Company held on 8 September 2006, a mandate was granted by the shareholders for recurrent related party transactions of a revenue or trading nature, to be entered into during the period 8 September 2006 to 6 September 2007 (being the date of the forthcoming AGM) between the Company or its subsidiaries and related parties, the latter being based on an estimate. As required, below is a listing of the said transactions as having been actually entered during the period for the financial year ended 31 March 2007.

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additional compliance information

Transacting Related Party

Nature of Transaction

Company within Group PONSB PESB PONSB PESB PESB PPCSB PONSB PPCSB PONSB PPCSB PONSB PONSB PONSB PESB PONSB PCUKL PCA P S'pore

Actual Value

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18

Lub Dagangan Sdn. Bhd. Petronas Dagangan Sdn. Bhd. Petronas Dagangan Sdn. Bhd. DZ Automobile Sdn. Bhd. EON Berhad EON Berhad GKN Driveline Malaysia Sdn. Bhd. Johnson Controls Auto Holding Sdn. Bhd. Johnson Controls Auto Seating Sdn. Bhd. Johnson Controls Auto. Interior Sdn. Bhd. Johnson Controls Auto. Interior Sdn. Bhd. PPCSB PPCSB PPCSB PPCSB PPCSB PPCSB PPCSB

Purchase of lubricants Purchase of lubricants Purchase of lubricants Sale of goods Sale of goods Sale of parts Purchase of parts Purchase of goods Purchase of goods Purchase of goods Purchase of goods Sale of goods Purchase of parts Purchase of parts Commission/Royalties received Purchase of parts Purchase of parts Purchase of parts

2,314,647 7,917,305 2,063,853 11,205,803 1,005,624,614 97,996,196 41,552,686 942,810 141,342,104 498,549 30,353,303 13,381,836 497,482 75,087,385 3,988,344 5,367,144 3,332,176 1,021,401

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Transacting Related Party

Nature of Transaction

Company within Group PPCSB

Actual Value

19

Hicom Teck See Manufacturing (M) Sdn. Bhd.

Purchase of parts

1,672,980

20

Hicom Teck See Manufacturing (M) Sdn. Bhd.

Purchase of parts

PONSB

136,346,551

21 22 23

Oriental Summit Industries Sdn. Bhd. Oriental Summit Industries Sdn. Bhd. PHN Industry Sdn. Bhd.

Purchase of parts Purchase of parts Purchase of parts

PPCSB PONSB PONSB

1,328,526 62,790,175 55,329,317

On 8 June 2007, the Group obtained exemption from Bursa Malaysia Securities Berhad ("Bursa") from disclosing Related Party Transactions with the Khazanah Nasional Berhad Group of companies. As a result, the Company is not required to seek a renewal of the said general mandate at the forthcoming Annual General Meeting of the Company. Further, Bursa had on 14 December 2006 amended the Listing Requirements pertaining to related party transactions whereby the threshold for a major shareholder is now increased from 5% to 10% of the aggregate nominal amount of voting shares in a company provided that the said shareholder is not the largest shareholder of the Company.

Notes: PONSB PESB PPCSB PCUKL PCA P'SPORE

Perusahaan Otomobil Nasional Sdn. Bhd. PROTON Edar Sdn. Bhd. PROTON Parts Centre Sdn. Bhd. PROTON Cars (UK) Ltd. PROTON Cars Australia Pty. Ltd. PROTON Singapore Pte. Ltd.

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statement on internal control

Statement On Internal Control

The Malaysian Code on Corporate Governance requires listed companies to maintain a sound system of internal control to safeguard shareholders' investments and the Group's assets.

Directors of listed companies are required to make disclosures in their annual reports on the state of internal control in accordance with the Revamped Listing Requirements of Bursa Malaysia Securities Berhad. Bursa Malaysia's Statement on Internal Control: Guidance for Directors of Public Listed Companies ("Guidance") provides guidance for compliance with these requirements. The Board's Internal Control Statement, which has been prepared in accordance with the Guidance is set out below.

BOARD RESPONSIBILITY

The Board recognises the importance of sound internal controls and risk management practices for good corporate governance. The Board has an overall responsibility for the Group's system of internal controls and its effectiveness, as well as reviewing its adequacy and integrity. The Group's system of internal control is designed to manage the principal business risks that may impede the Group from achieving its business objectives. The system, by its nature, can only provide reasonable but not absolute assurance against any material misstatement or loss occurrence.

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RISK MANAGEMENT

Risk management is regarded by the Board of Directors (Board) to be an integral part of the Group's operations with the objective of maintaining a sound internal control system and ensuring its continuing adequacy and integrity. As part of PROTON Group's continuous efforts to enhance the level of risk management culture and practices, the company continues to embed the risk management process in the conduct of the business operations to provide reasonable assurance of achieving the Group's business objectives while at the same time enhancing shareholder's value. The Group Risk Management Unit (GRMU) is responsible for ensuring that an appropriate risk management framework exists within the Group and is effectively implemented to manage the key risks exposures of the organisation on an on-going basis. To further inculcate the risk management culture within the company, the Board has approved the revised risk management policy (Policy) to ensure potential critical risks that organisations are exposed to are managed effectively under the prevailing operating environment. The Policy provides a clear guideline in respect of the key areas where risk assessments are required to be performed at PROTON Group. GRMU together with the Risk Management Champions have undertaken a number of risk assessments during the year, specifically on risks related to strategic, financial, business environment, operations and vehicle development projects. GRMU has facilitated in the process of risk identification, reporting, mitigation and continuing resolution of these issues. If deemed appropriate, these risks are escalated to the Group Risk Management Committee (GRMC) for review and advice.

The GRMC, which comprises of Senior Management, is responsible for overseeing the risk management implementation, regular updating of the Group's risk profiles and improving the implementation methodology. The committee also provides direction to the GRMU in carrying out its activities. At GRMC, the Committee deliberates and decides the Group's major risks to be escalated for the attention of the Board Risk Management Committee (BRMC). The BRMC was established to deliberate major risks highlighted by the Management and assist the Board in reviewing PROTON's risk policies and strategies. For the financial year ended 31 March 2007, the GRMC and BRMC have held quarterly meetings in accordance to the Charter.

ASSURANCE MECHANISM

Apart from risk management activities, the Board and Management have established numerous processes for identifying, evaluating and managing the significant risks faced by the Group. They continue to strive in enhancing and implementing the internal control system to manage those risks that could affect the Group's growth and financial viability. These processes include updating the system of internal controls when there are changes to the business environment or regulatory guidelines.

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statement on internal control

The key elements of the Group's control environment include: BOARD COMMITTEES Board Committees were established by the Board to assist the Board in the execution of its responsibilities to provide oversight on the effectiveness of the Group's operations. The responsibilities and authority of the Committees are governed by specific terms of reference and these Committees are accountable to the Board. The · · · · Board Committees are: Audit Committee Nomination and Remuneration Committee Risk Management Committee Disciplinary Committee

It also reviews the effectiveness of the internal audit function with particular emphasis on the scope and quality of audits, resources as well as independence of the Group Internal Audit Department (GIAD). The BAC continues to meet regularly and have full and unimpeded access to the internal and external auditors and all employees of the Group. Further information relating to the activities of the BAC are set out in the Statement of Corporate Governance. ORGANISATION STRUCTURE AND MANAGEMENT COMMITTEES An organisation structure, which is aligned to business and operations requirements and led by Heads of Divisions with clearly defined lines of responsibility, accountability and levels of authority, is in place to assist in the implementation of the Group's strategies and day-to-day businesses. Various functional Committees were set up at the management level to ensure the Group's actions and operations are properly aligned towards achieving the organisation's goals and objectives. GROUP INTERNAL AUDIT GIAD continues to independently monitor compliance with the internal policies and procedures and the effectiveness of the internal control systems and highlights significant findings for corrective actions by the line management. The annual audit plan, which covers the entity and its subsidiary companies, and established primarily on a risk-based approach, is

The details of the above mentioned Board Committees are set out in the Statement of Corporate Governance.

BOARD OF AUDIT COMMITTEE The Board has delegated the duty of reviewing and monitoring the effectiveness of the Group's system of internal control to the Board of Audit Committee (BAC). The BAC, comprising a majority of independent non-executive directors, brings with them wide ranging in-depth experience, knowledge and expertise. The BAC assumes the overall duties of reviewing with the external auditors their audit plan, audit report, as well as their findings and recommendations on internal controls highlighted annually in the Internal Control Memorandum. Throughout the financial year, the BAC was updated on the development of the Malaysian Financial Reporting Standards, as well as legal and regulatory requirements.

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reviewed and approved by the BAC annually before the commencement of the following financial year and a quarterly work status update is given by GIAD. GIAD regularly reviews the approved annual audit plan to ensure significant risk areas are given adequate audit focus. However, GIAD does not review the internal control system of its associated companies and joint controlled entities which fall within the control of their major shareholders. Nonetheless, the interests of PROTON are served through representation on the Board of Directors of the respective associated companies and joint controlled entities. On a monthly basis, GIAD also updates the Management Committee on the status of corrective actions taken by the line management arising from the audit findings highlighted by both GIAD and the external auditors. Further information relating to the activities of GIAD functions are set out in the Statement of Corporate Governance. OTHER KEY ELEMENTS OF INTERNAL CONTROL The other key elements of the Group's internal control systems are described below:· Defined delegation of responsibilities to committees and management of Head Office and operating units, including authorisation levels for various aspects of the business which are set out in the Limits of Authority; · Documented internal policies and procedures as set out in the Group Policies and Procedures and certification by ISO 9001:2000 of the Quality System Procedures for the Company and major subsidiaries within the Group; · Quarterly financial statements and the Group's performance

·

are deliberated by the BAC, which subsequently presents them to the Board for their review, consideration and approval; Management Committee meetings are held on a regular basis to identify, discuss and resolve operational, financial and key management issues; A comprehensive budgeting process where the annual budgets are approved by the Board and reviewed at mid year; The Board receives and reviews monthly reports from Management on key strategic and operational issues and provides direction to management; Regular visits to operating units and subsidiaries by Senior Management; Measurement of each department's performance against a set of common criteria via internal survey questionnaires; Continuous training efforts to enhance competency of the workforce; and Formal employee appraisal system for effective coaching and evaluation of employee performance. During the year, Key Performance Indicators (KPIs) had been established to gauge the performance of the respective business and functional units within the Group.

· ·

· · · ·

CONCLUSIONS For the Financial Year under review, after due and careful inquiry and based on the information and assurance provided, the Board is satisfied that the key elements of internal control are in place. Nevertheless, identified areas of concerns are accorded closer attention and more regular monitoring to ensure key internal controls are adequate and effective to continually safeguard shareholders' investment and the Group's assets.

118

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risk management

Risk Management

PROTON Group acknowledges the need for a sound risk management process and practices. To ensure that a sound risk management process & practices are implemented within the PROTON Group in accordance to the Malaysian Code on Corporate Governance, the Board delegated the responsibility to manage the Group's risks to the Board Risk Management Committee. This responsibility is supported by the Group Risk Management Committee comprising the Heads of key divisions in PROTON Group.

RISK MANAGEMENT FRAMEWORK Recognizing the importance of a sound risk culture in PROTON, a common risk language and framework were established and implemented, which have become the guiding principles for the business divisions, departments and subsidiaries.

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The framework, process and practices provide clear guidelines on the following: · RISK POLICY AND STRATEGY Risk Management Policy This year in review, the risk management policy was significantly improved and enhanced. Among the critical points in the policy relate to risk assessment requirement, whereby four (4) obligatory business/proposal papers which require risk assessment were identified. These included proposal papers on new product development, new investment and new market entry as well as major business and strategic planning exercises. This requirement, along with the robust risk operation systems and management, will enable early detection, evaluation and management of risks in the company. · RISK ORGANIZATION AND STRUCTURE Board Risk Management Committee (BRMC) The BRMC, which was established in 2003, was formed with the main function of overseeing the implementation and operations of the Risk Management Framework in the PROTON Group. This year in review continued to see the committee meeting periodically in accordance with the BRMC charter. During these meetings, risk reports were updated, and various discussions were held to ensure that the risk management framework, process and practices are robust and effectively implemented organisation wide.

Group Risk Management Committee (GRMC) The GRMC, comprising Senior Management representing the key business value chain, was initiated as the supporting arm of the BRMC. Its responsibility, among others, is to identify and evaluate principal risks and evaluate the practicality of proposed risk mitigation actions. The Group met quarterly in the period under review. Group Risk Management Unit (GRMU) The GRMU continued to vigilantly inculcate the risk management culture within the PROTON Group through Risk awareness and profiling workshops. In addition, several facilitations and review sessions were held to assist the group during the AMP 06/07 session. Special risk assessments were also performed and monitored specifically on projects, products, suppliers and quality. Risk Management Units (RMU) of major subsidiaries and business divisions The risk management team of major subsidiaries and divisions continued to perform self risk assessments and regular mitigation status updates. The high risk events deemed to be affecting the Group were highlighted to the GRMC for review and advice. The Risk Management Governance Structure of PROTON Group and key roles and responsibilities of the committees are illustrated in the diagram as follows:

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risk management

BOARD OF DIRECTORS BOARD RISK MANAGEMENT COMMITTEE (BRMC) REPORTING FLOW MARKET GROUP CEO/MANAGING DIRECTOR GROUP RISK MANAGEMENT COMMITTEE (GRMC) ALL BUSINESS UNITS & PROTON GROUP OF COMPANIES Liaison GROUP RISK MANAGEMENT UNIT (GRMU) Liaison

RISK MANAGEMENT GOVERNANCE STRUCTURE

Division / Business units within PROTON Holdings Berhad / PONSB Subsidiaries

Corporate Direction & Approval Corporate Direction & Approval

Board of Directors

Group Advice

Board of Directors

Board Risk Management Committee (BRMC)

BRMC's duties and responsibilities are supported by the Group Risk Management Committee (GRMC) which is to provide an oversight role on the Risk Management process and practices in PROTON Group

Liaison Endorsement of BRMC papers Group Facilitation

MCM Group Risk Management Unit (GRMU) Group CEO / MD

Group Risk Management Committee (GRMC)

1.

RMU

Local Facilitation

Management Advice

2.

Subsidiaries

Liaison

3.

Supervise the enforcement of Risk Management Framework and review from time to time the mechanism used in the Risk Management process to ensure compliance with latest regulations and corporate governance best practices. Evaluate and identify the principal risks and ensure that control mechanism is in place to mitigate the risks. Review risks reports on a scheduled basis and to communicate risk concerns to Group CEO/MD for decisions and if necessary, escalate to BRMC.

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RISK MEASUREMENT A standard Risk Management measurement and dashboard were developed to aid various risk management units in identifying, rating and monitoring strategic, business environment, project, financial and operational related risks. Using this measurement tool, GRMU was able to consolidate the risks into Corporate Risk Profile and Business Unit Risk Profiles. Only key risks which could significantly impact the Group's objectives were escalated to GRMC and BRMC for deliberation. RISK OPERATION AND SYSTEMS This year in review, the Group Risk Management Unit continued its effort to further instill the Risk Management culture through training and facilitation programs. Risk assessment and reporting were also performed using the standard risk management format to ensure a uniform framework for reporting and updating of risks.

PROTON in Singapore

PROTON GEN.2

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calendar of events

JULY 2006

JULY 2006

JULY 2006

· Satria Neo on display at the 39th ASEAN Ministerial Meeting held at Kuala Lumpur Convention Centre.

· Visit by Australian journalists to the PROTON Centre of Excellence.

· Handing-over of keys to a new Satria Neo owner.

JULY 2006

AUGUST 2006

AUGUST 2006

· Perak Chief Police Officer SAC (1) Datuk Aziz Bulat visits PROTON's Tanjung Malim plant.

· Dato' Haji Syed Zainal Abidin flags off the Satria Neo 2000km Challenge at the PROTON Centre of Excellence.

· Class "O" Overall Champion's of the Merdeka Millennium Endurance Race at the Sepang Circuit.

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125

SEPTEMBER 2006

SEPTEMBER 2006

SEPTEMBER 2006

· The Group's 3rd Annual General Meeting held at the PROTON Centre of Excellence in September last year.

· Wira taxis for PUSKOPAU at Pekanbaru, Indonesia.

· The Satria GTi Club convoy trip to Phuket, Thailand.

SEPTEMBER 2006

SEPTEMBER 2006

OCTOBER 2006

· A1 driver Alex Yoong at the Malaysia Book of Records Savvy Fuel Economy Drive.

· PROTON was the Official Car for the 1st Malaysian Astronaut Programme.

· PROTON Bridging Communities initiative at an old folks home.

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calendar of events

OCTOBER 2006

OCTOBER 2006

OCTOBER 2006

· Dato' Haji Syed Zainal Abidin handing out goodies to orphans at PROTON Tanjung Malim's Buka Puasa.

· The happy winner of the HOT FM `Finding Neo' challenge, Noraidah binti Ariffin.

· Inspector-General of Police Tan Sri Musa Hassan receiving PROTON vehicles on behalf of Polis DiRaja Malaysia.

OCTOBER 2006

OCTOBER 2006

OCTOBER 2006

· A visit by PROTON staff to the Children's Oncology Ward, Hospital Kuala Lumpur.

· PROTON hosting a Buka Puasa for children in Shah Alam.

· Members of the A1 Team Malaysia visit PROTON in Shah Alam.

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NOVEMBER 2006

NOVEMBER 2006

NOVEMBER 2006

· Invitees at Yayasan PROTON's Open House.

· Launch and Motor Show at South Africa.

· The PROTON Global Distribution Conference 2007.

NOVEMBER 2006

DECEMBER 2006

DECEMBER 2006

· PROTON's team getting ready for the A1 Grand Prix at Sepang.

· Flag-off of Waja Performance Club Convoy to Penang.

· PROTON's Engineering division receives the Anugerah Tangan Emas Perdana Menteri.

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calendar of events

JANUARY 2007

JANUARY 2007

JANUARY 2007

· PROTON staff assisting in the Flood Relief program in Johor.

· Dato' Haji Syed Zainal Abidin and his wife meet with flood victims and relief members.

· Launch of the PROTON Waja MC3 and Savvy FL at the PROTON Centre of Excellence.

JANUARY 2007

FEBRUARY 2007

MARCH 2007

· Launch of the Satria Neo in South Africa.

· Stage 8 of Le Tour de Langkawi from PROTON Shah Alam to Genting Highlands.

· PROTON launches the Savvy and Gen.2 in Indonesia witnessed by H.E. Minister of Industry, Indonesia, Bapak Fahmi Idris.

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MARCH 2007

MARCH 2007

MARCH 2007

· The 6th International Auto Aftermarket EXPO 2007 in Japan.

· Launch of PROTON's Showroom in Silipi, Jakarta.

· Secretary General, Ministry of International Trade and Industry, Datuk Abdul Rahman, visits the PROTON booth at the Auto Mechanika exhibition at the Kuala Lumpur Convention Centre.

MARCH 2007

MARCH 2007

APRIL 2007

· Students attending the KPP Smart Learning Programme organised by PROTON.

· Lotus EVE Hybrid was launched at the Geneva Motor Show in 2007.

· Encik Ibrahim Marsidi, Managing Director, Petronas Dagangan Berhad, at "Proton Edar Servis Mesra" Launch at the Litar Sepang Petronas Station.

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calendar of events

APRIL 2007

APRIL 2007

APRIL 2007

· Invitees at the launch of Miyazu tooling plant in Tanjung Malim by Chief Minister of Perak, YAB Dato' Sri Di-Raja (Dr.) Mohamad Tajol Rosli Mohd Ghazali.

· The national badminton players visit PROTON Shah Alam.

· Launch of the Double Service Campaign by Koo Kien Keat and Tan Boon Heong, winners of the Badminton All-England Open.

APRIL 2007

APRIL 2007

APRIL 2007

· Innovative Creative Circle (ICC) Convention at the PROTON Centre of Excellence.

· PROTON's National Skills Competition held at the Centre of Excellence.

· Alex Yoong briefing attendees at the PROTON and HPC Track event in Sepang International Circuit.

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MAY 2007

MAY 2007

MAY 2007

· YAB Dato' Seri Mohd Najib Tun Abdul Razak, Deputy Prime Minister, visiting the PROTON booth at Pekan Fest, Pahang.

· A1 end of season party is celebrated at the PROTON Centre of Excellence.

· PROTON receives an award at the Reader's Digest Trusted Brand Awards 2007 presentation.

JUNE 2007

JUNE 2007 MAY 2007

· PROTON sponsors a visit to Kuala Lumpur for one of its adopted schools under the Program Pintar community project.

· Prime Minister YAB Dato' Seri Abdullah Ahmad Badawi checking out a car at the PROTON booth at the SMIDEX exhibition.

· Reader's Digest Trusted Brand Awards 2007.

PROTON in Iran

PROTON GEN.2

Statutory Financial Statements

Contents

136 139 140 142

Directors' Report Income Statements Balance Sheets Consolidated Statement of Changes in Equity Company Statement of Changes in Equity Cash Flow Statements Notes to the Financial Statements Statement by Directors Statutory Declaration Report of the Auditors

143

144 147 221 222 223

136

PROTON 2007 ANNUAL REPORT

directors' report

DIRECTORS' REPORT The Directors hereby submit their annual report to the members together with the audited financial statements of the Group and Company for the financial year ended 31 March 2007. PRINCIPAL ACTIVITIES The Company is principally involved in investment holding activities. The principal activities of the subsidiary companies, associated companies and jointly controlled entities are set out in Notes 16 to 18 of the financial statements. There have been no significant changes in the activities of the Group and the Company during the financial year. FINANCIAL RESULTS Group RM'000 (Loss)/profit for the year (589,533) Company RM'000 233,779

DIVIDENDS The amount of dividends paid or declared by the Company since 31 March 2006 were as follows: RM'000 In respect of the financial year ended 31 March 2006: Final tax exempt dividend of 5.0 sen per ordinary share, paid on 13 October 2006

27,461

The Directors do not recommend any dividend payment for the financial year ended 31 March 2007.

RESERVES AND PROVISIONS There were no material transfers to or from reserves and provisions during the financial year except as disclosed in the financial statements.

PROTON 2007 ANNUAL REPORT

directors' report

(continued) DIRECTORS The Directors who have held office during the period since the date of the last report are: Dato' Mohammed Azlan bin Hashim Dato' Syed Zainal Abidin bin Syed Mohamed Tahir Haji Abdul Jabbar bin Abdul Majid Mohammad Zainal bin Shaari Haji Abdul Kadir bin Md Kassim Dato' Ahmad bin Hj Hashim Dato' Lim Heen Peok Dato' Mohd Izzaddin bin Idris Datuk Kisai bin Rahmat Lt Gen (R) Dato' Seri Mohamed Daud bin Abu Bakar Badrul Feisal bin Abdul Rahim

137

(appointed on 15.09.2006) (appointed on 15.09.2006) (resigned on 31.07.2006) (retired on 08.09.2006) (resigned on 07.11.2006)

In accordance with Article 104 of the Company's Articles of Association, Mohammad Zainal bin Shaari and Haji Abdul Kadir bin Md Kassim, retire at the forthcoming Annual General Meeting and, being eligible, offer themselves for re-election. In accordance with Article 111 of the Company's Articles of Association, Dato' Lim Heen Peok and Dato' Mohd Izzaddin bin Idris retire at the forthcoming Annual General Meeting and, being eligible, offer themselves for re-election. DIRECTORS' INTEREST IN SHARES AND DEBENTURES According to the register of Directors` shareholdings, no Director in office at the end of the financial year held any interest in shares or debentures in the Company or its related corporations. STATUTORY INFORMATION ON THE FINANCIAL STATEMENTS Before the Income Statements and Balance Sheets of the Group and Company were made out, the Directors took reasonable steps: (a) to ascertain that proper action had been taken in relation to the writing off of bad debts and the making of allowance for doubtful debts and satisfied themselves that all known bad debts had been written off and that adequate allowance had been made for doubtful debts; and to ensure that any current assets, other than debts, which were unlikely to realise in the ordinary course of business their values as shown in the accounting records of the Group and Company had been written down to an amount which they might be expected so to realise.

(b)

138

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directors' report

(continued) STATUTORY INFORMATION ON THE FINANCIAL STATEMENTS (CONTINUED) At the date of this report, the Directors are not aware of any circumstances: (a) which would render the amounts written off for bad debts or the amount of the allowance for doubtful debts in the financial statements of the Group and Company inadequate to any substantial extent; or which would render the values attributed to current assets in the financial statements of the Group and Company misleading; or which have arisen which render adherence to the existing method of valuation of assets or liabilities of the Group and Company misleading or inappropriate.

(b) (c)

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, in the opinion of the Directors, will or may substantially affect the ability of the Group and Company to meet their obligations when they fall due. At the date of this report, there does not exist: (a) any charge on the assets of the Group or the Company which has arisen since the end of the financial year which secures the liability of any other person; or any contingent liability of the Group or the Company which has arisen since the end of the financial year.

(b)

At the date of this report, the Directors are not aware of any circumstances not otherwise dealt with in this report or the financial statements which would render any amount stated in the financial statements misleading. In the opinion of the Directors: (a) the results of the Group and Company's operations during the financial year were not substantially affected by any item, transaction or event of a material and unusual nature except as disclosed in Note 16 to the financial statements; and there has not arisen in the interval between the end of the financial year and the date of this report any item, transaction or event of a material and unusual nature likely to affect substantially the results of the operations of the Group or the Company for the financial year in which this report is made.

(b)

AUDITORS The auditors, PricewaterhouseCoopers, have expressed their willingness to continue in office. Signed on behalf of the Board of Directors in accordance with their resolution dated 24 July 2007.

DATO' MOHAMMED AZLAN BIN HASHIM Chairman

DATO' SYED ZAINAL ABIDIN BIN SYED MOHAMED TAHIR Director

PROTON 2007 ANNUAL REPORT

income statements

INCOME STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2007 Group 2007 RM'000 4,911,841 (4,547,537) 364,304 136,882 (410,189) (618,147) (60,462) 7 9 17 18 (587,612) (35,541) 3,219 1,805 (618,129) Restated 2006 RM'000 7,796,932 (6,895,091) 901,841 230,544 (439,754) (580,771) (78,834) 33,026 (43,878) 17,033 11,804 17,985 Company 2007 RM'000 667,983 667,983 393 (333,065) 335,311 335,311 2006 RM'000 111,097 111,097 836 (834) 111,099 111,099

139

Note Revenue Cost of sales Gross profit Other operating income Distribution costs Administrative expenses Other operating expenses (Loss)/profit before finance cost Finance cost Share of results of associated companies Share of results of jointly controlled entities (Loss)/profit before taxation Taxation - Company - Subsidiary companies 10 (Loss)/profit for the year Attributable to: Equity holders of the Parent Minority interest (Loss)/profit for the year (Loss)/earnings per share (sen) - basic - diluted

The notes on pages 147 to 220 form part of these financial statements.

6

28,596 28,596 (589,533)

28,409 28,409 46,394

(101,532) (101,532) 233,779

(77) (77) 111,022

(589,533) (589,533)

46,690 (296) 46,394

233,779 233,779

111,022 111,022

11 11

(107) N/A

9 N/A

140

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balance sheets

BALANCE SHEETS AS AT 31 MARCH 2007 Group 2007 RM'000 Restated 2006 RM'000 Company 2007 RM'000 2006 RM'000

Note NON-CURRENT ASSETS Property, plant and equipment Goodwill Other intangible assets Subsidiary companies Associated companies Jointly controlled entities Other long term investments Deferred tax assets Total Non-Current Assets

13 14 15 16 17 18 19 20

3,179,439 29,008 169,075 169,758 223,550 10,397 3,781,227

3,312,947 29,008 17,999 160,409 245,256 10,397 105,786 3,881,802

1,708,651 13,600 6,475 1,728,726

1,465,659 13,600 6,475 1,485,734

CURRENT ASSETS Inventories Trade and other receivables Amounts due from subsidiary companies Amounts due from associated companies Amounts due from jointly controlled entities Tax recoverable Current investments Deposits, bank and cash balances Total Current Assets TOTAL ASSETS

21 22 23 24 25 10 26 27

1,273,612 981,025 24,314 10,618 176,048 73,448 626,475 3,165,540 6,946,767

1,389,005 1,142,851 40,391 9,288 51,491 211,965 1,585,982 4,430,973 8,312,775

5 66,219 314 10,610 77,148 1,805,874

195 68,041 118 49,835 118,189 1,603,923

The notes on pages 147 to 220 form part of these financial statements.

PROTON 2007 ANNUAL REPORT

balance sheets

(continued) BALANCE SHEETS AS AT 31 MARCH 2007 (CONTINUED) Group 2007 RM'000 Restated 2006 RM'000 Company 2007 RM'000 2006 RM'000

141

Note EQUITY AND LIABILITIES Share capital Reserves Equity attributable to equity holders of the Parent Minority interests Total Equity NON-CURRENT LIABILITIES Long term liabilities Deferred tax liabilities Total Non-Current Liabilities CURRENT LIABILITIES Trade and other payables Provisions Amounts due to subsidiary companies Amounts due to associated companies Amounts due to jointly controlled entities Taxation Short term borrowings Total Current Liabilities TOTAL LIABILITIES TOTAL EQUITY AND LIABILITIES Net assets per share attributable to equity holders of the Parent (RM)

28 29

549,213 4,681,375 5,230,588 5,230,588

549,213 5,321,439 5,870,652 5,870,652

549,213 1,248,223 1,797,436 1,797,436

549,213 1,041,905 1,591,118 1,591,118

30 20

181,637 754 182,391

100,255 805 101,060

-

-

31 32 33 34 35 36

1,046,338 196,067 99,675 25,060 2,222 164,426 1,533,788 1,716,179 6,946,767 9.52

1,247,328 217,062 46,231 8,811 16,865 804,766 2,341,063 2,442,123 8,312,775 10.69

790 7,647 8,437 8,437 1,805,873 3.27

2,719 10,086 12,805 12,805 1,603,923 2.90

The notes on pages 147 to 220 form part of these financial statements.

142

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consolidated statement of changes in equity for the financial year ended 31 March 2007

Attributable to equity holders of the Company Foreign Share Capital exchange Retained capital reserve reserve profits RM'000 RM'000 RM'000 RM'000 At 1 April 2005 Net income recognised directly in equity - Foreign exchange differences on translation of foreign operations Profit for the financial year Total recognised income and expense for the financial year Final dividend for the financial year ended 31 March 2005 At 31 March 2006 549,213 475,617 (81,816) 4,916,935

Total RM'000 5,859,949

Minority interest RM'000 333

Total equity RM'000 5,860,282

549,213

475,617

18,934 18,934 (62,882)

46,690 46,690

18,934 46,690 65,624

(37) (296) (333) -

18,897 46,394 65,291 (54,921) 5,870,652

(54,921) (54,921) 4,908,704 5,870,652

At 1 April 2006 Net income recognised directly in equity - Foreign exchange differences on translation of foreign operations Loss for the financial year Total recognised income and expense for the financial year Final dividend for the financial year ended 31 March 2006 At 31 March 2007

549,213

475,617

(62,882)

4,908,704

5,870,652

-

5,870,652

549,213

475,617

(23,070) (23,070) (85,952)

(589,533) (589,533)

(23,070) (589,533) (612,603)

-

(23,070) (589,533) (612,603) (27,461) 5,230,588

(27,461) (27,461) 4,291,710 5,230,588

The notes on pages 147 to 220 form part of these financial statements.

PROTON 2007 ANNUAL REPORT

company statement of changes in equity for the financial year ended 31 March 2007

143

Note At 1 April 2005 Net profit attributable to shareholders Final dividend for the financial year ended 31 March 2005 At 31 March 2006 12

Issued and fully paid ordinary shares Nominal Number value of of shares RM1 each '000 RM'000 549,213 549,213 549,213 549,213

Distributable Retained earnings RM'000 985,804 111,022 (54,921) 1,041,905

Total RM'000 1,535,017 111,022 (54,921) 1,591,118

At 1 April 2006 Net profit attributable to shareholders Final dividend for the financial year ended 31 March 2006 At 31 March 2007

549,213 12 549,213

549,213 549,213

1,041,905 233,779 (27,461) 1,248,223

1,591,118 233,779 (27,461) 1,797,436

The notes on pages 147 to 220 form part of these financial statements.

144

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cash flow statements for the financial year ended 31 March 2007

Group 2007 RM'000 CASH FLOWS FROM OPERATING ACTIVITIES (Loss)/profit for the year Adjustments for: Taxation Property, plant and equipment: - depreciation - written off - impairment - loss/(gain) on disposal (Write back of)/allowance for inventories write down Impairment loss on an investment in a subsidiary Amortisation of intangible assets Interest expense Interest income Share of results of associated companies Share of results of jointly controlled entities Write back of diminution in value of current investments Gain on disposal of current investments Loss on dilution in interest of associated company (Write back of)/allowance for doubtful debts Unrealised foreign exchange gain Provision for warranties (net of expected reimbursement) Dividends income Operating (loss)/profit before working capital changes (239,635) 611,146 352,900 94,263 250 (30,681) 22,315 35,541 (35,563) (3,219) (1,805) (49,975) (30,958) (4,598) 38,737 (8,713) 341,990 82,857 5,066 (218) 46,865 9,419 43,878 (67,388) (17,033) (11,804) (7,202) (2,664) 48 117,923 (20,365) 81,314 (9,525) 327,652 (28,596) (28,409) 101,532 (589,533) 46,394 233,779 Restated 2006 RM'000 2007 RM'000

Company 2006 RM'000

111,022

77

(588) (111,097) (586)

(374) (667,983) (5,394)

The notes on pages 147 to 220 form part of these financial statements.

PROTON 2007 ANNUAL REPORT

cash flow statements for the financial year ended 31 March 2007

(continued)

145

Group 2007 RM'000 CASH FLOWS FROM OPERATING ACTIVITIES (CONTINUED) Changes in working capital: Inventories Receivables - trade and other receivables - subsidiary companies - associated companies and jointly controlled entities Payables - trade and other payables - provisions for liabilities and charges - subsidiary companies - associated companies and jointly controlled entities Cash used in operations Taxation paid Interest received Interest paid Retirement benefits paid Net cash flow used in operating activities CASH FLOWS FROM INVESTING ACTIVITIES Purchase of property, plant and equipment Additional investment in subsidiary companies Additional investment in associated company Purchase of intangible assets Purchase of current investments Proceeds from disposal of current investments Proceeds from disposal of property, plant and equipment Dividends received Net cash flow (used in)/from investing activities

The notes on pages 147 to 220 form part of these financial statements.

Company Restated 2006 RM'000 2007 RM'000 2006 RM'000

162,458 212,606 14,822 (204,712) (88,219) 69,691 (72,989) (4,819) 39,544 (42,927) (15,401) (96,592)

(468,790) 45,479 (8,259) (420,151) (90,151) 9,613 (321,113) (62,687) 76,835 (40,505) (14,536) (362,006)

190 1,822 (1,929) (2,438) (7,749) (101,728) 374 (109,103)

4,294 (61,726) 3,713 222 (3,269) (57,352) (98) 568 (56,882)

(318,835) (7,169) (173,354) (284,513) 473,005 6,762 31,113 (272,991)

(478,451) (207,817) 207,253 15,816 42,452 (420,747)

(570,644) 667,983 97,339

111,000 111,000

146

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cash flow statements for the financial year ended 31 March 2007

(continued)

Group 2007 RM'000 Restated 2006 RM'000 2007 RM'000

Company 2006 RM'000

Note CASH FLOWS FROM FINANCING ACTIVITIES Dividend paid Proceeds from borowings Proceeds from lease and hire purchase Repayment of term loans Finance lease and hire purchase installments paid Repayment of short term borrowings Fixed deposits pledged as security Net cash flow from/(used in) financing activities NET DECREASE IN CASH AND CASH EQUIVALENTS EXCHANGE RATE EFFECTS CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE FINANCIAL YEAR CASH AND CASH EQUIVALENTS AT THE END OF THE FINANCIAL YEAR 43 43

(27,461) 964,148 5,823 -

(54,921) 326,582 (54,436)

(27,461) -

(54,921) -

(384) (1,467,399) 666,640

(312,152) (11,123)

-

-

141,367

(106,050)

(27,461)

(54,921)

(228,216) 6,488

(888,803) 5,070

(39,225) -

(803) -

693,192

1,576,925

49,835

50,638

471,464

693,192

10,610

49,835

The notes on pages 147 to 220 form part of these financial statements.

PROTON 2007 ANNUAL REPORT

notes to the financial statements - 31 March 2007

1 GENERAL INFORMATION The Company is principally involved in investment holding activities. The principal activities of the subsidiary companies, associated companies and jointly controlled entities are set out in Notes 16 to 18 to the financial statements. There have been no significant changes in the activities of the Group and the Company during the financial year. The Company was incorporated as a limited liability company, and is domiciled in Malaysia. The address of the registered office and the principal place of business of the Company is: HICOM Industrial Estate, Batu 3, 40000 Shah Alam, Selangor Darul Ehsan, Malaysia. 2 BASIS OF PREPARATION During the financial year, the Group made losses of RM589.5 million (2006: profits of RM46.4 million). Going concern assumption The Directors are of the opinion that the use of the going concern assumption in the preparation of the financial statements is appropriate based on the approved Group business plan and available financing arrangements, including efforts in place to reduce costs, control cash flows and the introduction of new models in the next twelve months. The Group has also obtained additional facilities as described in Notes 27 and 30 to the financial statements. The Directors expect the Group to continue to operate as a going concern and accordingly, the assets and liabilities of the Group and Company are recorded on the basis that the Group and Company will be able to realise its assets and discharge its liabilities in the normal course of business. Estimates and judgement The preparation of financial statements requires the Directors to make estimates and judgement that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the financial year. These estimates and judgement are based on the Directors' best knowledge of current events and actions. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the Group and the Company's financial statements are disclosed in Note 4 to the financial statements.

147

148

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notes to the financial statements - 31 March 2007

(continued) 2 BASIS OF PREPARATION (CONTINUED) Financial Reporting Standards The financial statements of the Group and Company have been prepared under the historical cost convention (as modified by the revaluation of certain freehold land), unless otherwise indicated in the summary of significant accounting policies. The financial statements comply with the Financial Reporting Standards (`FRSs'), the Malaysian Accounting Standard Board ('MASB') Approved Accounting Standards in Malaysia for Entities Other than Private Entities, and the provisions of the Companies Act, 1965. As required under FRS 108, the following describes the new Standards and Interpretations which have been issued by the MASB: (a) Standards, amendments to published standards and Interpretations Committee (IC) interpretations that are effective The new accounting standards, amendments to published standards and Interpretations issued by the MASB ('IC interpretations') to the existing standards effective for the Group and Company's financial periods beginning 1 April 2006 are as follows: FRS FRS FRS FRS FRS FRS FRS FRS FRS FRS FRS FRS FRS FRS FRS FRS FRS FRS 1 2 3 5 101 102 108 110 116 121 127 128 131 132 133 136 138 140 First-Time Adoption of Financial Reporting Standards Share-based Payments Business Combinations Non-current Assets Held for Sale and Discontinued Operations Presentation of Financial Statements Inventories Accounting Policies, Changes in Accounting Estimates and Errors Events after the Balance Sheet Date Property, Plant and Equipment The Effects of Changes in Foreign Exchange Rates Consolidated and Separate Financial Statements Investments in Associates Interests in Joint Ventures Financial Instruments: Disclosure and Presentation Earnings Per Share Impairment of Assets Intangible Assets Investment Property

(2004)

Amendment to FRS 119 the 'asset ceiling' test.

Employee Benefits - Actuarial Gains and Losses, Group Plans and Disclosures - in relation to

PROTON 2007 ANNUAL REPORT

notes to the financial statements - 31 March 2007

(continued) 2 BASIS OF PREPARATION (CONTINUED) (a) Standards, amendments to published standards and Interpretations Committee (IC) interpretations that are effective (continued) IC IC IC IC IC IC IC IC IC IC IC 107 110 112 113 115 121 125 127 129 131 132 Introduction of the Euro Government Assistance - No Specific Relation to Operating Activities Consolidation - Special Purpose Entities Jointly Controlled Entities - Non-Monetary Contributions by Venturers Operating Leases - Incentives Income Taxes - Recovery of Revalued Non-Depreciable Assets Income Taxes - Changes in the Tax Status of an Entity or its Shareholders Evaluating the Substance of Transactions Involving the Legal Form of a Lease Disclosure - Service Concession Arrangements Revenue - Better Transactions Involving Advertising Services Intangible Assets - Web Site Costs

149

A summary of the impact of the new accounting standards, amendments to the published standards and IC interpretations to existing standards on the financial statements of the Group is set out in Note 45 to the financial statements. (b) Standards, amendments to published standards and IC interpretations to existing standards that are not yet effective and have not been early adopted The new standards, amendments to published standards and interpretations that are mandatory for the Group financial periods beginning on 1 April 2007, but which the Group has not early adopted, are as follows: (i) FRS 117 Leases (effective for accounting periods beginning on or after 1 October 2006). This standard requires the classification of leasehold land as prepaid lease payments. The Group will apply this Standard from financial periods beginning on 1 April 2007. The Group has not disclosed the financial impact of the application of this Standard following the transitional provision which provides exemption from early disclosure of the financial impact prior to its effective date. Amendment to FRS 119 (2004) Employee Benefits ­ Actuarial Gains and Losses, Plans and Disclosures (effective for accounting periods beginning on or after 1 January 2007). This amendment introduces the option of an alternative recognition approach for actuarial gains and losses. It may impose additional recognition requirements for multiemployer plans where insufficient information is available to apply defined benefit accounting. It also adds new disclosure requirements. FRS 124 Related Party Disclosures (effective for accounting periods beginning on or after 1 October 2006). This standard will affect the identification of related parties and some other related party disclosures. The Group will apply this standard from financial periods beginning on 1 April 2007. The Group has not disclosed the financial impact of the application of this standard following the transitional provision which provides exemption from early disclosure of the financial impact prior to its effective date.

(ii)

(iii)

150

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notes to the financial statements - 31 March 2007

(continued) 2 BASIS OF PREPARATION (CONTINUED) (b) Standards, amendments to published standards and IC interpretations to existing standards that are not yet effective and have not been early adopted (continued) (iv) FRS 139 Financial Instruments: Recognition and Measurement (effective date yet to be determined by MASB). This new standard establishes principles for recognising and measuring financial assets, financial liabilities and some contracts to buy and sell non-financial items. Hedge accounting is permitted only under strict circumstances. The Group will apply this standard when it becomes effective.

The MASB also issued the following revised Standards, amendment to Standards and IC Interpretations which are only effective for annual periods on or after 1 July 2007. The Group will apply these Standards and Interpretations from financial periods beginning on 1 April 2008. FRS 111 Construction Contracts FRS 112 Income Taxes FRS 118 Revenue FRS 120 Accounting for Government Grants and Disclosure of Government Assistance Amendment to FRS 121 The Effects of Changes in Foreign Exchange Rates - Net Investment in Foreign Operation FRS 134 Interim Financial Reporting FRS 137 Provisions, Contingent Liabilities and Contingent Assets IC Interpretation 1 Changes in Existing Decommissioning, Restoration and Similar Liabilities IC Interpretation 2 Members' Shares in Co-operative Entities and Similar Instruments IC Interpretation 5 Rights to Interest arising from Decommissioning, Restoration and Environmental Rehabilitation Funds IC Interpretation 6 Liabilities arising from Participating in a Specific Market - Waste Electrical and Electronic Equipment IC Interpretation 7 Applying the Restatement Approach under FRS 129 (2004) Financial Reporting in Hyperinflationary Economies IC Interpretation 8 Scope of FRS 2 The above standards, amendments to published standards and IC interpretations to existing standards is not anticipated to have significant impact to the Group. (c) Standards that are not yet effective and not relevant or material for the Group operations FRS 6 Exploration for and Evaluation of Mineral Resources (effective for accounting periods beginning on or after 1 January 2007). This Standard is not relevant to the Group's operations as the Group does not carry out exploration for and evaluation of mineral resources.

PROTON 2007 ANNUAL REPORT

notes to the financial statements - 31 March 2007

(continued) 3 SIGNIFICANT ACCOUNTING POLICIES The following accounting policies have been used consistently in dealing with items which are considered material in relation to the financial statements. (a) Subsidiary companies Subsidiary companies are those corporations, partnerships or other entities in which the Group has power to exercise control over the financial and operating policies so as to obtain benefits from their activities. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Group controls another entity. Investments in subsidiary companies are stated at cost. Where an indication of impairment exists, the carrying amount of the investment is assessed and written down immediately to its recoverable amount. The accounting policy on Impairment of Assets is set out in Note 3(t). Prior to 1 January 2006, the Group applied both the purchase method and the merger method to account for Business Combinations in accordance with FRS 122. With effect from 1 January 2006, only the purchase method of accounting is used to account for Business Combinations in accordance with FRS 3. The cost of an acquisition is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the acquisition. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date irrespective of the interest of any minority interest. The excess of the cost of acquisition over the fair value of the Group's share of the identifiable net assets acquired is recorded as goodwill. If the cost of acquisition is less than the fair value of the net assets of the subsidiary acquired, the difference is recognised as a gain in the Consolidated Income Statement. Subsidiary companies are consolidated from the date on which control is transferred to the Group. They are de-consolidated from the date that control ceases. Uniform accounting policies for like transactions and other events in similar circumstances are used by all companies in the group in preparing the Consolidated Financial Statements. The financial statements of all companies within the Group used in the preparation of the Consolidated Financial Statements are prepared as of the same reporting date. Inter-company balances, inter-company transactions and unrealised gains on transactions between companies are eliminated in full. Unrealised losses are also eliminated in full unless the assets transferred are impaired. Minority interest represents that portion of the profit or loss and net assets of a subsidiary attributable to equity interests that are not owned, directly or indirectly through the subsidiaries by the parent. It is measured at the minorities' share of the fair values of the subsidiaries' identifiable assets and liabilities at the acquisition date and the minorities' share of changes in the subsidiaries' equity since that date. Separate disclosure is made of minority interest.

151

152

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notes to the financial statements - 31 March 2007

(continued) 3 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) (a) Subsidiary companies (continued) The gain or loss on disposal of a subsidiary is the difference between the net disposal proceeds and the Group's share of the subsidiary's net assets as of the date of disposal, including the cumulative amount of any exchange differences that relate to that subsidiary which were previously recognised in equity, and is recognised in the Consolidated Income Statement. Associated companies Associates are those corporations, partnerships or other entities in which the Group exercises significant influence, but which it does not control. Significant influence is the power to participate in the financial and operating policy decisions of the associated companies but not the power to exercise control over those policies. Investments in associated companies are stated at cost. Where an indication of impairment exists, the carrying amount of the investment is assessed and written down immediately to its recoverable amount. The accounting policy on Impairment of Assets is set out in Note 3(t). In the Consolidated Financial Statements, investments in associated companies are accounted for using the equity method. Under the equity method, the Group's share of its associates' post-acquisition profits or losses is recognised in the Income Statement, and its share of post-acquisition movements in reserves is recognised in reserves. The cumulative post-acquisition movements are adjusted to the carrying amount of the investment. When the Group's share of losses in an associated company equals or exceeds its cost of investment in the associated company including any other unsecured receivables, the Group discontinues its share of further losses, unless it has incurred legal or constructive obligations to make payments on behalf of the associated company. Unrealised gains on transactions between the Group and its associates are eliminated to the extent of the Group's interest in the associated companies. Unrealised losses are also eliminated unless the assets transferred are impaired. In applying the equity method, the Group has ensured that uniform accounting policies for like transactions and other events in similar circumstances of the associated companies are used. The equity method is applied based on the latest audited financial statements or management financial statements that have the same reporting date. (c) Jointly controlled entities Jointly controlled entities are corporations, partnerships or other entities over which there is contractually agreed sharing of control by the Group with one or more parties where the strategic financial and operating policy decisions relating to the entity requires unanimous consent of the parties sharing control. The Group's interests in jointly controlled entities are accounted for in the Consolidated Financial Statements by the equity method of accounting, as disclosed in Note 3.

(b)

PROTON 2007 ANNUAL REPORT

notes to the financial statements - 31 March 2007

(continued) 3 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) (c) Jointly controlled entities (continued) The Consolidated Income Statement includes the Group's share of results of the jointly controlled entities based on its latest audited financial statements or management financial statements of the companies concerned. The cumulative postacquisition movements are adjusted to the carrying amount of the investment. Unrealised gains on transactions between the Group and its jointly controlled entities are eliminated to the extent of the Group's interest in the jointly controlled entities. Unrealised losses are also eliminated unless the assets transferred are impaired. In applying the equity method, the Group has ensured that uniform accounting policies of jointly controlled entities for like transactions and other events in similar circumstances are used. The equity method is applied based on the latest audited financial statements or management financial statements that have the same reporting date. Investments in jointly controlled entities are stated at cost. Where an indication of impairment exists, the carrying amount of the investment is assessed and written down immediately to its recoverable amount. The accounting policy on Impairment of Assets is set out in Note 3(t). (d) Investments The Group uses its judgement to determine the classification of its investments into current and non-current. An investment is classified as current if it is readily realisable and it is held for trading or intended to be realised within 12 months after the balance sheet date. All other investments are classified as non-current. Investments in other non-current investments are shown at cost and an allowance for diminution in value is made where, in the opinion of the Directors, there is a decline other than temporary in the value of such investments. Where there has been a decline other than temporary in the value of an investment, such a decline is recognised as an expense in the period in which the decline is identified. Current investments are carried at the lower of cost and market value, determined on an aggregate portfolio basis. Cost is derived at on the weighted average basis whilst market value is calculated by reference to stock exchange quoted selling prices at the close of business on the balance sheet date. Increases/decreases in the carrying amount of marketable securities are credited/charged to the Income Statement. On disposal of an investment, the difference between net disposal proceeds and its carrying amount is credited/charged to the Income Statement.

153

154

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notes to the financial statements - 31 March 2007

(continued) 3 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) (e) Property, plant and equipment Property, plant and equipment are tangible items that: I. II. (i) are held for use in the production or supply of goods or services, for rental to others, or for administrative purposes; and are expected to be used during more than one period. Cost Property, plant and equipment are initially stated at cost. Cost includes expenditure that is directly attributable to the acquisition of the items and bringing them to the location and condition so as to render them operational in the manner intended by the Group. The Group allocates the initial cost of an item of property, plant and equipment to its significant component parts. A piece of freehold land held by the Group is stated at Directors' valuation based on a 1983 independent professional valuation of the open market value of the land on existing use basis. The surplus arising on revaluation was credited directly to capital reserves and subsequently utilised. The Group has adopted the transitional provision of IAS16 (revised) which allows the freehold land to be stated at the amount revalued on 5 September 1983. All other land held by the Group is stated at cost. Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognised. All other repairs and maintenance are charged to the Income Statement during the financial period in which they are incurred. (ii) Depreciation Freehold land is not depreciated as it has an infinite life. Depreciation of other property, plant and equipment is provided for on a straight line basis to write off the cost or valuation of each asset to its residual value over the estimated useful lives. The assets' residual values, useful lives and depreciation method are reviewed annually and revised if appropriate.

PROTON 2007 ANNUAL REPORT

notes to the financial statements - 31 March 2007

(continued) 3 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) (e) Property, plant and equipment (continued) (ii) Depreciation (continued) The principal estimated useful lives of depreciation used are as follows: Long term leasehold land Buildings Plant and machinery Office equipment, furniture and fittings Vehicles over period of lease term of 98 years 15-40 years 5-15 years 2-8 years 3-5 years

155

Dies and jigs, included under plant and machinery are depreciated based on the unit of production basis to write off the cost of the assets over the term of their estimated useful lives which range from 5 to 7 years. Work in progress is not depreciated. Upon completion, the related costs will be transferred to the respective categories of assets. Depreciation on work in progress commences when the assets are ready for their intended use. Cost of toolings for pre-production are written off in the year they are incurred. (iii) Impairment Where an indication of impairment exists, the carrying amount of the assets is assessed and written down immediately to its recoverable amount. The accounting policy on Impairment of Assets is set out in Note 3(t). Gains or Losses on Disposal Gain or losses on disposals are determined by comparing proceeds with carrying amount and are included in profit/(loss) from operations. On disposal of revalued assets, amounts in revaluation reserve relating to those assets are transferred to retained earnings. Repairs and maintenance Repairs and maintenance are charged to the Income Statement during the period in which they are incurred. The cost of major renovations are included in the carrying amount of the asset when it is probable that future economic benefits in excess of the originally assessed standard of performance of the existing asset will flow to the Group. Major renovations are depreciated over the remaining useful life of the related asset.

(iv)

(v)

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(continued) 3 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) (f) Intangible assets (i) Goodwill Goodwill is carried at cost less accumulated impairment losses. Goodwill is tested for impairment at least annually, or when events or circumstances occur indicating that an impairment may exist. Impairment of goodwill is charged to the Consolidated Income Statement as and when it arises. Impairment losses on goodwill are not reversed. Gains or losses on the disposal of an entity include the carrying amount of goodwill relating to the entity disposed. Goodwill is allocated to cash-generating units for the purpose of impairment testing. Each cash-generating unit or a group of cash-generating units represents the lowest level within the Group at which goodwill is monitored for internal management purposes and which are expected to benefit from the synergies of the combination. The Group allocates goodwill to each business segment in each country in which it operates. Goodwill on acquisition of associated companies and jointly controlled entities are included in the carrying value of the investment in associated companies and jointly controlled entities respectively. Such goodwill are tested for impairment as part of the overall balance. (ii) Computer software Acquired computer software licences are capitalised on the basis of the costs incurred to acquire and bring to use the specific software. These costs are amortised over their estimated useful lives (3 to 5 years). Research and development cost Research expenditure is recognised as an expense when incurred. Costs incurred on development projects (relating to the design and testing of new or improved products) are recognised as intangible assets when the criteria for recognition in FRS 138 are fulfilled. Development costs previously recognised as an expense are not recognised as an asset in a subsequent period. Development expenses capitalised include costs incurred in the development from the date it first meet the recognition criteria and up to the completion of the development project and commencement of commercial production. Capitalised development expenditures are stated at cost less accumulated amortisation and accumulated impairment losses, if any. Amortisation is based on the expected production volume over its total useful life, which does not exceed 7 years for vehicles and 10 years for mechanical parts.

(iii)

PROTON 2007 ANNUAL REPORT

notes to the financial statements - 31 March 2007

(continued) 3 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) (g) Leases Finance leases are leases of property, plant and equipment where the Group assumes substanstially all the benefits and risks of ownership. Property, plant and equipment acquired under finance leases are included in tangible property, plant and equipment and are amortised in accordance with Note 3(e) above. Obligations under such agreements are treated as a liability and finance charges are allocated to the Income Statement over the lease periods to give a constant periodic rate of interest on the remaining lease liabilities. (h) Inventories Inventories are stated at the lower of cost and net realisable value. Cost is determined on a first-in, first-out basis. Cost includes the actual cost of materials and incidentals in bringing the inventories to their present location and condition, and is determined on the first-in, first-out basis. Net realisable value represents the estimated selling price less all estimated costs to completion and costs to be incurred in marketing, selling and distribution. In arriving at net realisable value, due allowance is made for obsolete, slow moving or defective stocks. In the case of work-in-progress and finished vehicles, an appropriate proportion of production overheads are included in the costs. (i) Trade and other receivables Trade and other receivables are carried at anticipated net realisable value. Allowances are made for doubtful debts based on specific review of outstanding balances at balance sheet date. General allowances are made to cover possible losses, which are not specifically identified. Other receivables are carried at anticipated realisable values. Bad debts are written off to the Income Statements during the financial year in which they are identified. Provisions Provisions are recognised when the Group has a present legal or constructive obligation as a result of past events, when it is probable that an outflow of resources will be required to settle the obligation, and when a reliable estimate of the amount can be made. Where the Group expects a provision to be reimbursed (for example, under an insurance contract), the reimbursement is recognised as a separate asset but only when the reimbursement is virtually certain. Provisions are reviewed at each balance sheet date and adjusted to reflect the current best estimate. When the effect of the time value of money is material, the amount of provision is the present value of the expenditure expected to be required to settle the obligation. Provisions are not recognised for future operating losses.

157

(j)

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(continued) 3 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) (j) Provisions (continued) (i) Warranties Provision is recognised for the estimated liability on all products under warranty in addition to claims already received and verified. Warranties are provided for a period of between one to three years for vehicles sold. The provision is based on experienced levels of claims arising during the period of warranty. When the Group expects warranties to be reimbursed from suppliers, the reimbursement is recognised as a separate asset but only when the reimbursement is virtually certain. (ii) Onerous contracts The Group recognises a provision for onerous contracts when the expected benefits to be derived from a contract are less than the unavoidable costs of meeting the obligations under the contract.

(k)

Employee benefits (i) Short term employee benefits Salaries, wages, paid annual leave and sick leave, bonuses and non-monetary benefits are accrued in the period in which the associated services are rendered by employees of the Group. (ii) Post employment benefits The Group has various post-employment benefit schemes in accordance with the local conditions and practices in the countries in which it operates. The Group has both defined contribution and defined benefit plans. Defined contribution plans The Group's contributions to defined contribution plans are charged to the Income Statement in the period to which they relate. Once the contributions have been paid, the Group has no further payment obligations.

PROTON 2007 ANNUAL REPORT

notes to the financial statements - 31 March 2007

(continued) 3 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) (k) Employee benefits (continued) Post employment benefits (continued) (ii) Defined benefit plans The liability in respect of a defined benefit plan is the present value of the defined benefit obligation at the balance sheet date minus the fair value of plan assets, together with adjustments for actuarial gains/losses and past service cost. The Group determines the present value of the defined benefit obligation and the fair value of any plan assets with sufficient regularity such that the amounts recognised in the financial statements do not differ materially from the amounts that would be determined at the balance sheet date. The defined benefit obligation, calculated using the projected unit credit method, is determined by independent actuaries on the basis of triennial valuations. Assumptions were made in relation to the annual investment returns, annual salary increases and annual increases in pension payments. Plan assets in excess of the defined benefit obligation are subject to the asset limitation specified in FRS 119. Actuarial gains and losses arise from experience adjustments and changes in actuarial assumptions. The amount of net actuarial gains and losses recognised in the Income Statement is determined by the corridor method in accordance with FRS 119 and is charged or credited to income over the average remaining service lives of the related employees participating in the defined benefit plan. Upon initial adoption of FRS 119 effective on 1 April 2003, the increase in defined benefit liability is recognised as an expense on a straight-line basis over 5 years in accordance with the transitional provision of the Standard. (iii) Termination benefits Termination benefits are payable whenever an employee's employment is terminated before the normal retirement date or whenever an employee accepts voluntary redundancy in exchange for these benefits. The Group recognises termination benefits when it is demonstrably committed to either terminate the employment of current employees according to a detailed formal plan without possibility of withdrawal or to provide termination benefits as a result of an offer made to encourage voluntary redundancy. Benefits falling due more than 12 months after balance sheet date are discounted to present value.

159

160

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notes to the financial statements - 31 March 2007

(continued) 3 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) (l) Income taxes Current tax expense is determined according to the tax laws of each jurisdiction in which the Group operates and include all taxes based upon the taxable profits, including withholding taxes payable by a foreign subsidiary company on distributions of retained earnings to companies in the Group. Deferred tax is recognised in full, using the liability method, on temporary differences arising between the amounts attributed to assets and liabilities for tax purposes and their carrying amounts in the financial statements. Deferred tax assets are recognised to the extent that it is probable that taxable profit will be available against which the deductible temporary differences or unused tax losses can be utilised. Deferred tax is recognised on temporary differences arising on investments in subsidiary companies, associated companies and jointly controlled entities except where the timing of the reversal of the temporary difference can be controlled and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets and liabilities are not recognised on temporary differences arising from: (i) (ii) goodwill; or from the initial recognition of an asset or liability in a transaction which is not a business combination and at time of the transaction, affects neither accounting profit nor taxable profit.

Deferred tax is determined using tax rates (and tax laws) that have been enacted or substantially enacted by the balance sheet date and are expected to apply when the related deferred tax asset is realised or the deferred tax liability is settled. (m) Foreign currency transactions and translation (i) Functional and Presentation Currency Items included in the financial statements of each of the Group's entities are measured using its functional currency, which is the currency of the primary economic environment in which the entity operates ('the functional currency'). The Consolidated Financial Statements are presented in Ringgit Malaysia, which is the Group's functional and presentation currency.

PROTON 2007 ANNUAL REPORT

notes to the financial statements - 31 March 2007

(continued) 3 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) (m) Foreign currency transactions and translation (continued) (ii) Transactions and balances Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the Income Statement. (iii) Group companies The results and financial position of all the Group companies (none of which has the currency of a hyperinflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows: - assets and liabilities for each balance sheet presented are translated at the closing rate at the date of that balance sheet; - income and expenses for each Income Statement are translated at average exchange rates (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the dates of the transactions); and - all resulting exchange differences are recognised as a separate component of equity. On consolidation, exchange differences arising from the translation of the net investment in foreign operations are taken to shareholders' equity. When a foreign operation is disposed off or sold, such exchange differences that were recorded in equity are recognised in the Income Statement as part of the gain or loss on disposal. (n) Cash and cash equivalents For the purpose of the cash flow statement, cash and cash equivalents comprise cash on hand, deposits held at call with banks, other short term, highly liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are included within borrowings in current liabilities on the Balance Sheet.

161

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notes to the financial statements - 31 March 2007

(continued) 3 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) (o) Income recognition Revenue from sales of vehicles, spare parts and accessories are recognised when significant risks and rewards have been transferred to buyers. Significant risks and benefits are deemed to have been transferred upon delivery or acceptance of the goods. Revenue from sale of completed apartments is recognised when the Sale and Purchase Agreements are signed. Revenue for rendering of services on long term engineering contracts is recognised on the basis of the stage of completion of such contracts at the financial year end, where the contractual outcome can be assessed with reasonable certainty. Full provision is made for all foreseeable losses on contracts entered into or commenced prior to the financial year end. Amounts are included within receivables and prepayments to recognise timing differences arising between amounts invoiced and amounts recognised in the Income Statement on individual engineering contracts. Other revenue comprises mainly revenue from rental and royalty, which are recognised on an accrual basis. Dividends are recognised when the Company's right to receive payment is established. (p) Financial instruments (i) Description A financial instrument is any contract that gives rise to both a financial asset of one enterprise and a financial liability or equity instrument of another enterprise. A financial asset is any asset that is cash, a contractual right to receive cash or another financial asset from another enterprise, a contractual right to exchange financial instruments with another enterprise under conditions that are potentially favourable, or an equity instrument of another enterprise. A financial liability is any liability that is a contractual obligation to deliver cash or another financial asset to another enterprise, or to exchange financial instruments with another enterprise under conditions that are potentially unfavourable.

PROTON 2007 ANNUAL REPORT

notes to the financial statements - 31 March 2007

(continued) 3 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) (p) Financial instruments (continued) (ii) Financial instruments recognised on the Balance Sheet The particular recognition method adopted for financial instruments recognised on the Balance Sheet is disclosed in the individual policy statements associated with each item. (iii) Financial instruments not recognised on the Balance Sheet The Group enters into foreign currency forward contracts to protect the Group from movements in exchange rates by establishing the rate at which a foreign currency asset or liability will be settled. Exchange gains and losses arising on contracts entered into as hedges of anticipated future transactions are deferred until the settlement of the contracts. (iv) Fair value estimation for disclosure purposes The fair value of publicly traded derivatives and securities is based on quoted market prices at the balance sheet date. The fair value of forward foreign exchange contracts is determined using forward exchange market rates at the balance sheet date. In assessing the fair value of non-traded derivatives and financial instruments, the Group uses a variety of methods and makes assumptions that are based on market conditions existing at each balance sheet date. Quoted market prices or dealer quotations for the specific or similar instruments are used for long term debt. Unquoted long term investments are valued based on quoted investments with similar features. The face values, less any estimated credit adjustments, for financial assets and liabilities classified as current are assumed to approximate their fair values.

163

164

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notes to the financial statements - 31 March 2007

(continued) 3 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) (q) Borrowings Borrowings are initially recognised based on the proceeds received, net of transaction costs incurred. Subsequently, borrowings are stated at amortised cost using the effective yield method; any difference between proceeds (net of transaction costs) and the redemption value is recognised in the Income Statement over the period of the borrowings. Borrowing costs are charged to the Income Statement as an expense in the period in which they have accrued. In subsequent periods, borrowings are stated at cost less repayment made during the year. Interest, dividends, losses and gains relating to a financial instrument, or a component part, classified as a liability is reported within finance cost in the Income Statement. Borrowings are classified as current liabilities unless the Group has unconditional right to defer settlement of the liability for least 12 months after the balance sheet date. (r) Share capital Ordinary shares are classified as equity. External costs directly attributable to the issue of new shares are expensed off in the Income Statement. Dividends on ordinary shares are recognised as liabilities when proposed or declared before the balance sheet date. A dividend proposed or declared after the balance sheet date, but before the financial statements are authorised for issue, is not recognised as a liability at the balance sheet date. Upon the dividend becoming payable, it will be accounted for as liability. (s) Contingent liabilities and contingent assets The Group and Company does not recognise a contingent liability but discloses its existence in the financial statements. A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by uncertain future events beyond the control of the Group or a present obligation that is not recognised because it is not probable that an outflow of resources will be required to settle the obligation. A contingent liability also arises in the extremely rare circumstance where there is a liability that cannot be recognised because it cannot be measured reliably.

PROTON 2007 ANNUAL REPORT

notes to the financial statements - 31 March 2007

(continued) 3 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) (s) Contingent liabilities and contingent assets (continued) A contingent asset is a possible asset that arises from past events whose existence will be confirmed by uncertain future events beyond the control of the Group. The Group does not recognise contingent assets but discloses its existence where inflows of economic benefits are probable, but not virtually certain. Impairment of assets Assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment, or whenever events or circumstances occur indicating that an impairment may exist. Property, plant and equipment and other non-current assets, including intangible assets, are reviewed for impairment losses whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Impairment loss is recognised for the amount by which the carrying amount of the asset exceeds its recoverable amount. The recoverable amount is measured at the higher of the fair value less cost to sell of an asset and its value-in-use. The value-in-use is the net present value of the projected future cash flow derived from that asset discounted at the appropriate discount rate. Assets other than goodwill that suffered impairment are reviewed for possible reversal at each reporting date. The projected cash flows are based on the Group's estimates calculated based on historical, industry trend, general market, economic conditions and other available information. For the purposes of assessing impairment, assets are grouped at the lowest level for which there is separately identifiable cash flows. The impairment loss is charged to the Income Statement unless it reverses a previous revaluation in which case it is charged to the revaluation surplus. Any subsequent increase in recoverable amount is recognised in the Income Statement unless it reverses an impairment loss on a revalued asset in which case it is taken to revaluation surplus. Irrespective of whether there is any indication of impairment, the Group shall test an intangible asset with an indefinite useful life or an intangible asset not yet available for use for impairment annually by comparing its carrying amount with its recoverable amount. This impairment test may be performed at any time during an annual period; it is performed at the same time every year. Different intangible assets may be tested for impairment at different times. However, if such an intangible asset was initially recognised during the current annual period, that intangible asset shall be tested for impairment before the end of the current annual period.

165

(t)

166

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notes to the financial statements - 31 March 2007

(continued) 4 KEY ESTIMATES AND JUDGEMENTS Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, rarely equal the related actual results. To enhance the information content of the estimates, certain key variables that are anticipated to have a material impact on the Group's results and financial position are tested for sensitivity to changes in the underlying parameters. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are outlined below. (i) Carrying value of property, plant and equipment The Group assesses impairment of the assets mentioned above whenever the events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable i.e. the carrying amount of the asset is more than the recoverable amount. Recoverable amount is measured at the higher of the fair value less cost to sell for that asset and its value-in-use. The value-in-use is the net present value of the projected future cash flow derived from that asset discounted at an appropriate discount rate. Projected future cash flows are based on Group's estimates calculated based on historical, sector and industry trends, general market and economic conditions, changes in technology and other available information regarding the automotive sector, primarily in Malaysia, which is the Group's key market. The assumptions used, results and conclusion of the impairment assessment are stated in Note 13 to the financial statements. (ii) Estimated useful lives of property, plant and equipment and capitalised development costs The Group reviews annually the estimated useful lives of property, plant and equipment and capitalised development costs based on factors such as business plan and strategies, expected level of usage and future technological developments. Future results of operations could be materially affected by changes in these estimates brought about by changes in the factors mentioned. A reduction in the estimated useful lives of property, plant and equipment and development costs would increase the recorded depreciation or amortisation and decrease the property, plant and equipment and development cost balance.

PROTON 2007 ANNUAL REPORT

notes to the financial statements - 31 March 2007

(continued) 4 KEY ESTIMATES AND JUDGEMENTS (CONTINUED) (iii) Deferred tax assets Deferred tax assets are recognised to the extent that it is probable that future taxable profits will be available against which the temporary differences can be utilised. This involves significant judgments regarding the future financial performance of the Group, the likely timing and level of future taxable profits together with future tax planning strategies to support the basis of recognition of deferred tax assets. An analysis of the deferred tax balance is set out in Note 20 to the financial statements. The Directors have considered the ability of the Group to generate sufficient taxable income to utilise the deferred tax asset and have concluded no deferred tax assets should be recognised at 31 March 2007. (iv) Estimation of income taxes Income taxes are estimated based on the rules governed under the Income Tax Act, 1967. Significant judgment is required in determining the capital allowances and deductibility of certain expenses during the estimation of the provision for income taxes. There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. Where the final tax outcome of these matters is different from the amounts that were initially recognised, such differences will impact the income tax provisions in the period in which such determination is made. The status of the income tax position of the Group is in Note 10 to the financial statements. (v) Provision for warranty obligations and amounts recoverable Provision is made for the estimated liability on all products under warranty in addition to claims already received. The accrual recorded is based on the actual levels and trends of claims experienced by the Group arising during the period of warranty over a number of years which provides a basis for calculating expected warranty claims. In addition, the Group records an asset for the amount expected to be recoverable from its vendors based on similar actual claims and trends of claims experienced. An analysis of the estimated obligation and utilisation of the provision is stated in Note 32 to the financial statements. (vi) Allowance for inventory write down Allowance for inventory write down is made based on an analysis of the ageing profile and expected sales patterns of individual items held in inventory. This requires an analysis of inventory usage based on expected future sales transactions taking into account current market prices, useful lives of models and expected cost to sell. Changes in the inventory ageing and expected usage profiles can have an impact on the allowance recorded. The movement in allowance and the net realisable amount of inventory is stated in Notes 7 and 21 to the financial statements respectively.

167

168

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notes to the financial statements - 31 March 2007

(continued) 4 KEY ESTIMATES AND JUDGEMENTS (CONTINUED) (vii) Allowance for receivables The allowance is established when there is objective evidence that the Group will not be able to collect all amounts due according to the original terms of receivables. This is determined based on the ageing profile, expected collection patterns of individual receivable balances, credit quality and credit losses incurred. The Group carefully monitors the credit quality of receivable balances and makes estimates about the amount of credit losses that have been incurred at each financial statement reporting date. Any changes to the ageing profile, collection patterns, credit quality and credit losses can have an impact on the allowance recorded. Impairment of goodwill The Group tests goodwill for impairment at least annually in accordance with its accounting policy or whenever events or change in circumstances indicate that this in necessary. The assumptions used, results and conclusion of the impairment assessment are stated in Note 14 to the financial statements.

(viii)

5

SIGNIFICANT EVENT During the financial year, Perusahaan Otomobil Nasional Sdn Bhd (`PONSB'), a wholly-owned subsidiary company of the Company entered into a conditional sale and purchase agreement with Tracoma Holdings Berhad ('Tracoma') to acquire the remaining 49% equity interest in PT Proton Tracoma Motors comprising 10,780,000 oridinary shares of USD1.00 each for total cash consideration of USD10,133,200 or USD0.94 per share ('Proposed Acquisition'). At the date of the financial statements, both PONSB and Tracoma have mutually agreed to extend the date to 31 August 2007 for fulfillment of all the conditions precedent in respect of the Proposed Acquisition as stated in the Sale and Purchase Agreement.

PROTON 2007 ANNUAL REPORT

notes to the financial statements - 31 March 2007

(continued) 6 REVENUE Revenue represents the invoiced value of goods sold and services provided and is net of commission paid to dealers and related taxes. Revenue comprises: Group 2007 RM'000 Sale of vehicles, spare parts and accessories Gross dividend income Rendering of services Others 4,685,418 168 219,942 6,313 4,911,841 2006 RM'000 7,645,963 142,957 8,012 7,796,932 Company 2007 2006 RM'000 RM'000 667,983 667,983 111,097 111,097

169

7

(LOSS)/PROFIT BEFORE FINANCE COST Group Restated 2007 2006 RM'000 RM'000 The following items have been charged/ (credited) in arriving at (loss)/profit from operations: Gross dividends receivable from: - subsidiary company, unquoted being dividend-in-specie - subsidiary company, unquoted - associated companies, unquoted - others, quoted - others, unquoted Property, plant and equipment: - depreciation - written off - impairment - loss/(gain) on disposal Impairment loss on an investment in a subsidiary Amortisation of intangible assets Research and development expenditure Provision for warranties (net of expected reimbursement) Company 2007 RM'000 2006 RM'000

(8,545) (168) 352,900 94,263 250 22,315 48,653 38,737

(9,525) 341,990 82,857 5,066 (218) 9,419 192,429 81,314

(376,482) (289,600) (1,733) (168) 327,652 -

(109,843) (1,254) -

170

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notes to the financial statements - 31 March 2007

(continued) 7 (LOSS)/PROFIT BEFORE FINANCE COST (CONTINUED) Group Restated 2007 2006 RM'000 RM'000 Company 2007 RM'000 2006 RM'000

(Write back of)/allowance for doubtful debts Write back of diminution in value of current investments (Gain)/loss on disposal of investment: - current investments - joint ventures Statutory audit fees to PricewaterhouseCoopers Malaysia: - current year - underprovision of prior year Other member firms of PricewaterhouseCoopers International Limited* Audit related fees to PricewaterhouseCoopers - Malaysia Non-audit fees to PricewaterhouseCoopers - Malaysia - Other member firms of PricewaterhouseCoopers International Limited* Operating lease rental Hire of plant, machinery and equipment Rental of land and building Foreign exchange gain: - transactions - translation Rental income on land and buildings Interest income (Write back of)/allowance for inventories write down Insurance claims on Medium Volume Factory Fire

(30,958) (49,975) -

117,923 (7,202) (2,664) 5,113

-

-

945 1,113

514 200 966

195 -

87 -

525 2,214 393 3,975 696 16,794 (21,833) (4,598) (1,667) (35,563) (30,681) -

561 1,373 362 7,644 12,722 (3,695) (20,365) (1,307) (67,388) 46,865 (46,737)

(374) -

(223) (588) -

* PricewaterhouseCoopers Malaysia and other member firms of PricewaterhouseCoopers International Limited are separate and independent legal entities

PROTON 2007 ANNUAL REPORT

notes to the financial statements - 31 March 2007

(continued) 8 STAFF COST Group 2007 RM'000 Wages, salaries and bonuses Termination benefits Pension cost - defined contribution plan - defined benefit plan Other employee benefits Reorganisation and redundancy costs of a principal subsidiary of the Group 493,768 1,980 31,365 21,852 38,495 27,086 614,546 2006 RM'000 501,823 1,839 31,818 45,065 58,874 639,419 Company 2007 2006 RM'000 RM'000 180 16 196

171

Number of employees (including executive directors) Directors' remuneration

9,525

11,159

-

-

The aggregate amount of emoluments receivable by the Directors of the Group and Company during the financial year was as follows: Group 2007 RM'000 Non-executive Directors: - fees - estimated money value of benefits-in-kind - other benefits Executive Directors: - salaries and bonuses - estimated money value of benefits-in-kind - other employee benefits 2006 RM'000 Company 2007 2006 RM'000 RM'000

1,243 36 291 1,102 63 174 2,909

514 24 178 955 57 128 1,856

621 145 766

514 24 178 180 16 912

Details of the defined contribution and defined benefit plans of the Group and Company are set out in Note 37.

172

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notes to the financial statements - 31 March 2007

(continued) 9 FINANCE COST Group 2007 RM'000 Interest expense on: Long term loans Short term borrowings Others 2006 RM'000

24,321 9,280 1,940 35,541

29,105 13,791 982 43,878

Included in other operating income of the Group is interest income amounting to RM35,563,000 (2006: RM67,388,000). 10 TAXATION Group Restated 2007 2006 RM'000 RM'000 Taxation in Malaysia Current taxation: - charge for the financial year - (over)/under accrual in respect of prior years Taxation outside Malaysia Current taxation: - charge for the financial year - over accrual in respect of prior years Deferred taxation (Note 20) Origination and reversal of temporary differences Write off of deferred tax asset Company 2007 RM'000 2006 RM'000

50 (137,452)

35,557 2,005

101,532 -

169 (92)

3,071 -

2,173 (568)

-

-

(51) 105,786 (28,596)

(67,576) (28,409)

101,532

77

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notes to the financial statements - 31 March 2007

(continued) 10 TAXATION (CONTINUED) Group Restated 2007 2006 RM'000 RM'000 Taxation for Group and Company (28,596) (28,409) Company 2007 RM'000 101,532 2006 RM'000 77

173

A numerical reconciliation between the average effective tax rate and the statutory tax rate is as follows:

% Malaysia tax rate Tax effects of: - double deduction and allowance incentive on qualifying expenditure expenses not deductible for tax purposes income not subject to tax current year tax losses not recognised over under accrual in respect of prior years reversal of previously recognised deferred tax assets - recognition of previously unrecognissed tax losses - effect on temporary differences not recognised - tax on share of associated companies and jointly controlled entities - lower tax rate Average effective tax rate -

Group Restated 2007 2006 % % 27 28

Company 2007 % 27 2006 % 28

5 (5) 3 (39) 22 (17) 10 (1) 5

(388) 203 (125) 157 8 7 (10) (7) (45) 14 (158)

(12) 15

(28) -

174

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notes to the financial statements - 31 March 2007

(continued) 10 TAXATION (CONTINUED) Group Restated 2007 2006 RM'000 RM'000 Disclosure items: Current year tax losses utilised during the financial year Tax savings arising from such tax losses Previously unrecognised tax losses utilised during the financial year Tax savings arising from such tax losses Unutilised tax losses carried forward Unutilised reinvestment allowance Company 2007 RM'000 2006 RM'000

31,267 8,442

1,057 298

-

-

223,263 60,281 843,939 1,561,714

6,675 1,869 614,461 1,421,028

-

-

The tax recoverable which resulted from a writeback arose following the Inland Revenue Board (IRB) agreeing to settle tax disputes in respect of one of the subsidiary's treatment of certain items in the tax submissions for Years of Assessment 1989 to 1993.

PROTON 2007 ANNUAL REPORT

notes to the financial statements - 31 March 2007

(continued) 11 (LOSS)/EARNINGS PER SHARE Basic (loss)/earnings per share is calculated by dividing the net (loss)/profit attributable to shareholders by the weighted average number of ordinary shares in issue during the financial year. Group 2007 Net (loss)/profit attributable to shareholders (RM'000) Weighted average number of ordinary shares in issue (`000) Basic (loss)/earnings per share (sen) (589,533) 549,213 (107.34) 2006 46,690 549,213 8.50

175

Diluted (loss)/earnings per share is not presented in the financial statements since there are no dilutive potential ordinary shares.

12

DIVIDENDS There is no dividend proposed in respect of the financial year ended 31 March 2007. Group 2007 RM'000 Final dividend for the financial year ended 31 March 2006: Tax exempt dividend of 5.0 sen per ordinary share Final dividend for financial year ended 31 March 2005: Tax exempt dividend of 10.0 sen per ordinary share 2006 RM'000

27,461

-

-

54,921

176

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notes to the financial statements - 31 March 2007

(continued) 13 PROPERTY, PLANT AND EQUIPMENT Office equipment, furniture fittings and vehicles RM'000

Group 2007 Cost/valuation At 1 April 2006 Currency translation differences Additions Disposals Written off Reclassification Transfer to inventory At 31 March 2007

Note

Freehold RM'000

Land Long term leasehold RM'000

Buildings RM'000

Plant and machinery RM'000

Work-in progress RM'000

Total RM'000

45

256,009 861 5,202 262,072

10,989 10,989

1,279,834 9,195 196 (22) (2,583) 46,071 (1,170) 1,331,521

4,082,411 9,819 15,717 (27,592) (15,559) 76,218 4,141,014

1,084,357 10,453

168,856 (243)

6,882,456 30,085

48,143 249,577 318,835 (13,217) (2,851) (43,682) (52,300) (91,287) (161,729) 13,239 (135,528) (1,170) 1,090,675 188,524 7,024,795

Group 2007 Accumulated depreciation At 1 April 2006 Currency translation differences Charge for the financial year Disposals Written off Reclassification Transfer to inventory At 31 March 2007

Note

Freehold RM'000

Land Long term leasehold RM'000

Buildings RM'000

Plant and machinery RM'000

Office equipment, furniture fittings and vehicles RM'000

Work-in progress RM'000

Total RM'000

45

-

933 112 1,045

345,130 1,766 39,366 (671) (264) 385,327

2,270,842 5,007 210,626 (27,585) (15,421) 2,433,469

663,786 5,160 102,796 (9,085) (51,374) 711,283

-

3,280,691 11,933 352,900 (36,670) (67,466) (264) 3,541,124

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notes to the financial statements - 31 March 2007

(continued) 13 PROPERTY, PLANT AND EQUIPMENT (CONTINUED) Office equipment, furniture fittings and vehicles RM'000

177

Group 2007 Accumulated impairment losses At 1 April 2006 Currency translation differences Charge for the financial year Disposals At 31 March 2007 Net book value At 31 March 2007

Freehold RM'000

Land Long term leasehold RM'000

Buildings RM'000

Plant and machinery RM'000

Work-in progress RM'000

Total RM'000

13,671 920 14,591

-

138,713 7,304 146,017

80,436 4,150 84,586

55,998 3,040 59,038

-

288,818 15,414 304,232

247,481

9,944

800,177

1,612,959

320,354 Office equipment, furniture fittings and vehicles RM'000

188,524

3,179,439

Group (restated) 2006 Cost/valuation At 1 April 2005 Currency translation differences Additions Disposals Written off Reclassification As previously stated Effect of adopting FRS 138 At 31March 2006 as restated

Note

Freehold RM'000

Land Long term leasehold RM'000

Buildings RM'000

Plant and machinery RM'000

Work-in progress RM'000

Total RM'000

243,464 (1,525) 14,070 256,009 15 256,009

12,045 (106) (950) 10,989 10,989

1,181,676 (20,977) 5,626 (8,840) 122,349 1,279,834 1,279,834

3,718,608 (23,401) 14,041 (6,887) (12,656) 392,706 4,082,411 4,082,411

1,014,993

468,451

6,639,237

(19,405) (137) (65,551) 69,766 374,948 478,451 (29,565) (114) (46,356) (6,217) (77,034) (95,907) 82,203 (597,258) 1,111,775 168,856 6,909,874 (27,418) 1,084,357 168,856 (27,418) 6,882,456

178

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notes to the financial statements - 31 March 2007

(continued) 13 PROPERTY, PLANT AND EQUIPMENT (CONTINUED) Office equipment, furniture fittings and vehicles RM'000

Group (restated) 2006 Accumulated depreciation At 1 April 2005 Currency translation differences Charge for the financial year Disposals Written off As previously stated Effect of adopting FRS 138 At 31 March 2006 as restated

Note

Freehold RM'000

Land Long term leasehold RM'000

Buildings RM'000

Plant and machinery RM'000

Work-in progress RM'000

Total RM'000

15 -

821 112 933 933

331,834 (4,250) 19,702 (2,156) 345,130 345,130

2,090,916 (13,383) 205,133 (4,989) (6,835) 2,270,842 2,270,842

576,354 (9,530) 126,462 (13,866) (6,215) 673,205 (9,419) 663,786 Office equipment, furniture fittings and vehicles RM'000

-

2,999,925 (27,163) 351,409 (21,011) (13,050) 3,290,110 (9,419) 3,280,691

Group (restated) 2006 Accumulated impairment losses At 1 April 2005 Currency translation differences Charge for the financial year Disposals At 31 March 2006 as restated Net book value At 31 March 2006 as restated

Freehold RM'000

Land Long term leasehold RM'000

Buildings RM'000

Plant and machinery RM'000

Work-in progress RM'000

Total RM'000

14,879 (1,497) 289 13,671

1,056 (106) (950) -

158,616 (15,916) 2,699 (6,686) 138,713

89,079 (8,827) 2,062 (1,878) 80,436

62,330 (6,115) 16 (233) 55,998

-

325,960 (32,461) 5,066 (9,747) 288,818

242,338

10,056

795,991

1,731,133

364,573

168,856

3,312,947

PROTON 2007 ANNUAL REPORT

notes to the financial statements - 31 March 2007

(continued) 13 PROPERTY, PLANT AND EQUIPMENT (CONTINUED) A piece of a subsidiary company's freehold land was revalued on 5 September 1983 based on an independent professional valuation. The surplus of RM36,881,980 arising on the revaluation was credited to the capital reserves and subsequently utilised. Had this freehold land been carried at historical cost, the net book value of freehold land that would have been included in the financial statements at the end of the financial year would be RM22,448,000 (2006: RM22,448,000). The long term leasehold land comprise 2 parcels of land held by certain subsidiary companies which have unexpired leases of 90 and 69 years respectively as at 31 March 2007 (2006: 91 and 70 years respectively). The title deed to the land of the Group amounting to net book value of RM72,258,000 (2006: RM72,258,000) has not been transferred pending subdivision of the master title. During the financial year, the Group acquired office equipment with an aggregate cost of RM6,778,500 (2006: Nil) by means of a finance lease. The net book value of the office equipment under finance lease at the balance sheet date was RM6,493,803 (2006: Nil). Impairment test for property, plant and equipment The carrying value of property, plant and equipment of a subsidiary company at balance sheet date is RM2,812,826,000 (2006: RM2,914,708,000). During the financial year, the subsidiary company undertook a test for impairment of property, plant and equipment. The property, plant and equipment were allocated to the subsidiary company's cash-generating units, i.e. production plants. (a) Key assumptions used in the value-in-use calculations The recoverable amounts of the production plants are determined based on value-in-use calculations. This value-in-use calculations apply a discounted cash flow model using cash flow projections covering a ten-year period for the two older production plants and a fifteen-year period for the new production plant. The projections over these periods reflect the subsidiary company's expectation of usage, revenue growth, operating costs and margins for each production plant based on past experience and current assessment of market share, expectations of market growth and industry growth. The valuein-use calculation for the newer plant reflects the initial low utilisation and the expectation of increased utilisation to the end of the useful life of the plant. Cash flows projections beyond the tenth year for the two older production plants and fifteenth year for the new production plant are not extrapolated using estimated terminal growth rates. However the cash flow projections are assumed to be derived from the dismantling of the production plants and disposal of the land on which the 3 specific plants are located.

179

180

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notes to the financial statements - 31 March 2007

(continued) 13 PROPERTY, PLANT AND EQUIPMENT (CONTINUED) (a) Key assumptions used in the value-in-use calculations (continued) For purposes of the value-in-use calculation, a discount rate of 13% has been applied. The discount rate reflects the prevailing independent market rate applicable to the Group in Malaysia. The sales volumes used in the projections indicate a significant increase from current levels as the subsidiary company is planning to introduce new models where capital expenditure has been incurred to date, over the projection periods. However, the projected sales volume does not include future new models for which capital expenditure has not been incurred. The terminal value assumed for the disposal of land resulted in a discounted cash flow which is significantly higher than the historical cost to the subsidiary company. b) Impact of possible changes in key assumptions Sensitivity analysis show that no impairment loss is required for the carrying amount of property, plant and equipment assessed, including where realistic variations are applied to key assumptions.

PROTON 2007 ANNUAL REPORT

notes to financial statements - 31 March 2007

(continued) 14 GOODWILL Group 2007 RM'000 At 31 March 29,008 2006 RM'000 29,008

181

Impairment tests for goodwill The Group undertook the annual test for impairment of goodwill. The carrying amount of goodwill is allocated to the Group's cash generating unit. (a) Key assumptions used in the value-in-use calculation The recoverable amount of the cash-generating unit including goodwill in this test is determined based on the value-in-use calculation. This value-in-use calculation applies a discounted cash flow model using cash flow projections covering a fiveyear period for the distribution business in Malaysia. The projections reflect the subsidiary company's expectation of revenue growth, operating costs and margins based on past experience and current assessment of market share, expectation of market growth and industry growth. For purposes of the value-in-use calculation, a discount rate of 13% has been applied. The discount rate reflects an independent market rate applicable to the Group in Malaysia. The sales volumes used in the projections indicate a significant increase from current levels as the Group is planning to introduce new models where capital expenditure has been incurred to date, over the projected periods. However, the projected sales volume does not include future new models for which capital expenditure has not been incurred. A nil terminal value has been assumed. (b) Impact of possible changes in key assumptions Sensitivity analysis show that no impairment loss is required for the carrying amount of goodwill, including where realistic variations are applied to key assumptions.

182

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notes to financial statements - 31 March 2007

(continued) 15 OTHER INTANGIBLE ASSETS Capitalised costs for product under development RM'000

Group 2007 Cost At 1 April 2006 Additions At 31 March 2007 Amortisation At 1 April 2006 Exchange rate adjustments Charge for the financial year At 31 March 2007 Net book value At 31 March 2007 Group (restated) 2006 Cost At 1 April 2005 Effects of adopting FRS 138 At 31 March 2006 Amortisation At 1 April 2005 Effects of adopting FRS 138 At 31 March 2006 Net book value At 31 March 2006

Note

Computer software RM'000

Total RM'000

13

142,975 142,975

27,418 30,379 57,797

27,418 173,354 200,772

13

(37) 11,648 11,611

9,419 10,667 20,086

9,419 (37) 22,315 31,697

131,364

37,711

169,075

13

-

27,418 27,418

27,418 27,418

13

-

9,419 9,419

9,419 9,419

-

17,999

17,999

PROTON 2007 ANNUAL REPORT

notes to financial statements - 31 March 2007

(continued) 16 SUBSIDIARY COMPANIES Company 2007 2006 RM'000 RM'000 Unquoted shares at cost: At 1 April Additional investments in subsidiaries Allowance for impairment losses At 31 March

183

1,465,659 570,644 2,036,303 (327,652) 1,708,651

1,465,659 1,465,659 1,465,659

During the financial year, the Group undertook a restructuring exercise of its overseas subsidiaries, Proton Cars Australia Pty. Ltd. ('PCA'), Proton Cars (UK) Ltd. (`PCUK') and Lotus Group International Ltd. ('LGIL') which involved partial waiver and capitalisation of inter-company debts. This exercise had resulted in PCA, PCUK and LGIL now having positive shareholders equity. The additional investments represent subscription for 255,000,000 new Redeemable Convertible Preference Shares ('RCPS') of RM0.10 each for a consideration of RM255,000,000 in Proton Marketing Sdn. Bhd., capitalisation of inter-company loan of RM308,475,000 with the LGIL Group and subscription of 7,169,000 in new ordinary shares of RM0.10 for a consideration of RM7,169,000 in Lotus Advance Technologies Sdn. Bhd.. The details of the subsidiary companies are as follows: Group's effective interest 2007 2006 100% 100%

Name Perusahaan Otomobil Nasional Sdn. Bhd.^

Principal activities Manufacture, assemble and sale of motor vehicles and related products Assembly of motor vehicles and related products Investment holding Investment holding Investment holding Investment holding

Country of incorporation Malaysia

Proton Tanjung Malim Sdn. Bhd.^

Malaysia

100%

100%

Proton Marketing Sdn. Bhd. Lotus Advance Technologies Sdn. Bhd Proton Hartanah Sdn. Bhd. Proton Capital Sdn. Bhd.

Malaysia Malaysia Malaysia Malaysia

100% 100% 100% 100%

100% 100% 100% 100%

184

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notes to financial statements - 31 March 2007

(continued) 16 SUBSIDIARY COMPANIES (CONTINUED) Group's effective interest 2007 2006

Name

Principal activities

Country of incorporation

Subsidiary of Perusahaan Otomobil Nasional Sdn. Bhd. Proton Automobiles (China) Ltd. ^

Dormant

British Virgin Islands

100%

100%

Subsidiaries of Proton Marketing Sdn. Bhd. Proton Corporation Sdn. Bhd. ^ Proton Cars (UK) Ltd.*^

Dormant Distributor of Proton vehicles in United Kingdom Importation and distribution of motor vehicles and related products Dormant Dormant Dormant

Malaysia England

100% 100%

100% 100%

Proton Cars Australia Pty. Ltd.*^

Australia

100%

100%

Proton Cars Benelux NV. SA*^ Lotus Cars Asia Pacific Sdn. Bhd.^ Auto Compound and Distribution Centre Sdn. Bhd.^ Proton Edar Sdn. Bhd.^

Belgium Malaysia Malaysia

100% 100% 100%

100% 100% 100%

Sale of motor vehicles, related spare parts and accessories

Malaysia

100%

100%

Subsidiaries of Lotus Advance Technologies Sdn. Bhd. Proton Engineering Research Technology Sdn. Bhd.^ Lotus Group International Ltd.*^ Subsidiary of Proton Hartanah Sdn. Bhd. Proton Properties Sdn. Bhd.^

Provision of engineering services Investment holding

Malaysia

100%

100%

England

100%

100%

Property development and management

Malaysia

100%

100%

PROTON 2007 ANNUAL REPORT

notes to financial statements - 31 March 2007

(continued) 16 SUBSIDIARY COMPANIES (CONTINUED) Group's effective interest 2007 2006

185

Name

Principal activities

Country of incorporation

Subsidiaries of Proton Cars (UK) Ltd. Smith & Sons Motors Ltd.*^ Proton Direct Ltd.+^ Proton Cars (Imports) Ltd.*^ Proton Cars Direct Limited*^ Subsidiaries of Proton Edar Sdn. Bhd. Proton Singapore Pte. Ltd.*^

Dormant Motor dealership Dormant Dormant

England England England England

100% 100% 100% 100%

100% 100% 100% 100%

Sale of motor vehicles, related spare parts and accessories Repair and maintenance of motor vehicles (previously dormant) Dormant Sale of motor vehicles, related spare parts and accessories

Singapore

100%

100%

Proton Edar Resources Sdn. Bhd.^

Malaysia

100%

100%

Proton Edar Ventures Sdn. Bhd.^ PT Proton Edar Indonesia*

Malaysia Indonesia

100% 95%

100% 95%

Subsidiary of Proton Engineering Research Technology Sdn. Bhd. Marco Acquisition Corporation*^

Leasing of equipment and asset

United States of America

100%

100%

Subsidiary of Lotus Group International Ltd. Group Lotus Plc*^ Holds intellectual property England 100% 100%

186

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notes to financial statements - 31 March 2007

(continued)

16

SUBSIDIARY COMPANIES (CONTINUED) Group's effective interest 2007 2006

Name

Principal activities

Country of incorporation

Subsidiaries of Group Lotus Plc Lotus Cars Ltd.*^

Car manufacture and engineering consultancy Dormant Dormant Holding company for operations in North America

England

100%

100%

Lotus Body Engineering Ltd.*^ Lotus Motorsports Ltd.*^ Lotus Holdings Inc.*^

England England United States of America

100% 100% 100%

100% 100% 100%

Subsidiary of Lotus Cars Ltd. Lotus Engineering Ltd.*^

Carries out specific engineering contracts

England

100%

100%

Subsidiary of Lotus Engineering Ltd. Lotus Engineering (Malaysia) Sdn. Bhd.^ Subsidiaries of Lotus Holdings Inc. Lotus Engineering Inc.*^

Engineering consultancy

Malaysia

100%

100%

Engineering consultancy in North America Car sales and servicing

United States of America United States of America

100%

100%

Lotus Cars USA Inc.*^ Subsidiary of Proton Cars Australia Pty. Ltd. Lotus Cars Australia Pty. Ltd.*

100%

100%

Sale of cars

Australia

100%

100%

* Audited by a member firm of PricewaterhouseCoopers International Limited which is a separate and independent legal entity from PricewaterhouseCoopers, Malaysia. + Not audited by PricewaterhouseCoopers. ^ Consolidated by merger method of accounting prior to 1 April 2006. At 31 March 2007, the Directors are of the opinion that the carrying amount of the investment in a subsidiary company exceeds the recoverable amount. Accordingly, an impairment loss of RM327,652,000 was recognised. The Directors estimated the recoverable amount based on a 5 year discounted cash flow model.

PROTON 2007 ANNUAL REPORT

notes to financial statements - 31 March 2007

(continued) 17 ASSOCIATED COMPANIES

187

Group Restated 2007 2006 RM'000 RM'000 Unquoted shares at cost Additional investment Accumulated impairment losses Share of post acquisition reserves 52,083 7,169 (22,000) 37,252 132,506 169,758 52,083 (22,000) 30,083 130,326 160,409

Company 2007 RM'000 13,600 13,600 13,600 2006 RM'000 13,600 13,600 13,600

The Group's share of the assets, liabilities, revenue and expenses of the associated companies are as follows: Group Restated 2007 2006 RM'000 RM'000 Non-current assets Current assets Current liabilities Net assets Revenue Expenses (excluding tax) Profit from ordinary activity before taxation Taxation Profit from ordinary activity after taxation 103,615 178,840 (112,697) 169,758 210,643 (205,793) 4,850 (1,631) 3,219 80,134 168,449 (88,174) 160,409 245,062 (222,126) 22,936 (5,903) 17,033

188

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notes to financial statements - 31 March 2007

(continued) 17 ASSOCIATED COMPANIES (CONTINUED) The details of the associated companies are as follows: Group's effective interest 2007 2006 35% 35%

Name PHN Industry Sdn. Bhd.

Principal activities Manufacture and sales of stamped parts and sub-assembly of automotive metal components Manufacture and production of moulded products, extruded and rubber hoses for motor vehicles, motorcycle and other related products Manufacture and assembly of manual clutch and automatic transmission parts

Country of incorporation Malaysia

Marutech Elastomer Industries Sdn. Bhd.

Malaysia

25%

25%

Exedy (Malaysia) Sdn. Bhd.

Malaysia

45%

45%

Associated company of Perusahaan Otomobil Nasional Sdn. Bhd. Vina Star Motors Corporation

Import, assembly and distribution of vehicles

Socialist Republic of Vietnam

25%

25%

Associated company of Proton Hartanah Sdn. Bhd. Proton City Development Corporation Sdn. Bhd. Associated company of Proton Cars (UK) Ltd. Proton Finance Ltd.

Property developer and project management

Malaysia

40%

40%

Provide dealer and customer finance

England

49.99%

49.99%

Associated company of Proton Edar Sdn. Bhd. Netstar Advance Systems Sdn. Bhd.

Engaged in the manufacture, assembly and sale of vehicle racking devices

Malaysia

40%

40%

PROTON 2007 ANNUAL REPORT

notes to financial statements - 31 March 2007

(continued) 17 ASSOCIATED COMPANIES (CONTINUED) Group's effective interest 2007 2006

189

Name Associated company of Proton Automobile (China) Ltd. Goldstar Proton Automobiles Co. Ltd.*

Principal activities

Country of incorporation

Production of automobile tools and components

People's Republic of China Malaysia

49%

49%

Associated company of Lotus Advance Technology Sdn. Bhd. Mizayu (Malaysia) Sdn. Bhd.#

51%

51%

Development, marketing and sale of products and service relating to dies, moulds and jigs

* The Board has resolved to dissolve the Company. # In the previous year, the Group had classified Miyazu (Malaysia) Sdn. Bhd. as a jointly controlled entity. The Group has reassessed the classification of its investment in Miyazu following the adoption of FRS 131 "Interests in Joint Ventures" where all significant matters relating to financial and operating matters require the unanimous approval of all ventures. The Directors have now reclassified the investment in Miyazu as an associated company. The change in classification does not have significant impact to the Group. 18 JOINTLY CONTROLLED ENTITIES Group Restated 2007 2006 RM'000 RM'000 Unquoted shares at cost Accumulated impairment losses Share of post-acquisition reserves 179,303 (1,114) 178,189 45,361 223,550 179,303 (1,114) 178,189 67,067 245,256

190

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notes to financial statements - 31 March 2007

(continued) 18 JOINTLY CONTROLLED ENTITIES (CONTINUED) The Group's share of the assets, liabilities, revenue and expenses of the jointly controlled entities are as follows: Group Restated 2007 2006 RM'000 RM'000 Non-current assets Current assets Current liabilities Net assets Revenue Expenses (excluding tax) Profit from ordinary activity before taxation Taxation Profit from ordinary activity after taxation The details of the jointly controlled entities are as follows: Group's effective interest 2007 2006 217,327 89,871 (83,648) 223,550 172,267 (167,019) 5,248 (3,443) 1,805 227,369 117,910 (100,023) 245,256 162,561 (147,763) 14,798 (2,994) 11,804

Name Jointly controlled entities of Proton Marketing Sdn. Bhd. Proton Parts Centre Sdn. Bhd.#

Principal activities

Country of incorporation

Trading of motor vehicle components, spare parts and accessories Dormant

Malaysia

55%

55%

Proton Cars (Europe) Ltd.# Jointly controlled entity of Perusahaan Otomobil Nasional Sdn. Bhd. PT Proton Tracoma Motors (Indonesia)#

England

56%

56%

Manufacturing and sales of motor vehicles

Indonesia

51%

51%

Jointly controlled entity of Group Lotus Plc Lotus Finance Ltd.

Motor vehicles financing

England

49.9%

49.9%

PROTON 2007 ANNUAL REPORT

notes to financial statements - 31 March 2007

(continued) 18 JOINTLY CONTROLLED ENTITIES (CONTINUED) Group's effective interest 2007 2006

191

Name Jointly controlled entity of Proton Edar Sdn. Bhd. Proton Commerce Sdn. Bhd.

Principal activities

Country of incorporation

Motor vehicles financing

Malaysia

50%

50%

# Companies in which the Group owns more than one half of the voting power. However, as the Group has joint control over the financial and operating policies, these investments are treated as jointly controlled entities. There are no commitments and contingencies relating to the jointly controlled entities. Impairment test for investment in PT Proton Tracoma The carrying amount of the Group's investment in PT Proton Tracoma at balance sheet date is RM29.1 million (2006: RM37.6 million). The Group undertook the test for impairment of its investment in PT Proton Tracoma. (a) Key assumptions used in the value-in-use calculations The recoverable amount of the investment is determined based on value-in-use calculations. This value-in-use calculation apply a discounted cash flow model using cash flow projections covering a five-year period. The projections reflect the Group's expectation of revenue growth, operating costs and margins for the investment based on the current assessment of market share, expectations of market growth and industry growth. For purposes of the value-in-use calculation, a discount rate of 22% has been applied. The discount rate reflect the prevailing independent market rate applicable to the industry in the country in which the joint controlled entity operates, as adjusted for risk premium. The sales volumes used in the projections indicate a significant increase from current levels as the Group is planning to introduce new models over the projection periods and expansion is expected for this relatively new investment. (b) Impact of possible changes in key assumptions Sensitivity analysis show that no impairment loss is required for the carrying amount of investment in the joint controlled entity assessed, including where realistic variations are applied to key assumptions.

192

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notes to financial statements - 31 March 2007

(continued) 19 OTHER LONG TERM INVESTMENTS Group 2007 RM'000 Unquoted investments in Malaysia: At cost Allowance for diminution in value 2006 RM'000 Company 2007 2006 RM'000 RM'000

13,347 (2,950) 10,397

13,347 (2,950) 10,397

8,575 (2,100) 6,475

8,575 (2,100) 6,475

20

DEFERRED TAXATION Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when the deferred taxes relate to the same tax authority. The following amounts, determined after appropriate offsetting, are shown in the balance sheet: Group 2007 RM'000 Subject to income tax: Deferred tax assets Deferred tax liabilities 2006 RM'000 Company 2007 2006 RM'000 RM'000

(754) (754)

105,786 (805) 104,981

-

-

Group 2007 RM'000 Movement of deferred tax At beginning of financial year (Charged)/credited to Income Statement (Note 10) - property, plant and equipment - inventories - allowances and provisions - receivables At end of financial year 2006 RM'000

Company 2007 2006 RM'000 RM'000

104,981

37,405

-

-

(46,290) (18,987) (61,361) 20,903 (105,735) (754)

54,237 589 9,296 3,454 67,576 104,981

-

-

PROTON 2007 ANNUAL REPORT

notes to financial statements - 31 March 2007

(continued) 20 DEFERRED TAXATION (CONTINUED) Group 2007 RM'000 Deferred tax assets (before offsetting) - property, plant and equipment - inventories - allowances and provisions Offset of deferred tax liabilities Deferred tax assets (after offsetting) Deferred tax liabilities (before offsetting) - property, plant and equipment - receivables Offset against deferred tax assets Deferred tax liabilities (after offsetting) 46,290 18,987 61,361 126,638 (20,852) 105,786 2006 RM'000 Company 2007 2006 RM'000 RM'000

193

(754) (754) (754)

(7,178) (14,479) (21,657) 20,852 (805)

-

-

The amount of liability not offset relates to deferred tax liabilities arising in an overseas subsidiary for which there is no available asset for offset. The tax effect of deductible temporary differences and unused tax losses (both of which have no expiry date) for which no deferred tax asset is recognised in the Balance Sheet are as analysed below. The availability of the unused tax losses and unabsorbed capital allowances for offsetting against future taxable profits of the Company and the respectively subsidiary companies are subject to no substantial changes in shareholdings of those companies under Section 44 (5A) and (5B) of Income Tax Act, 1967.

194

PROTON 2007 ANNUAL REPORT

notes to financial statements - 31 March 2007

(continued) 20 DEFERRED TAXATION (CONTINUED) Group 2007 2006 RM'000 RM'000 Deductible temporary differences of which no deferred tax assets is recognised Unrecognised tax losses Unabsorbed capital allowances Unrecognised reinvestment allowances Other temporary differences Taxable temporary differences of which no deferred tax liabilities is recognised Surplus from land revaluation

243,496 347,473 421,589 8,982

184,214 47,395 397,888 4,661

12,201

11,572

As at 31 March 2007, there is no temporary differences associated with unremitted earnings of subsidiary companies, associated companies and jointly controlled entities for the recognition of deferred tax liabilities (2006: Nil). 21 INVENTORIES Group 2007 RM'000 Raw materials: - completely knocked-down packs of vehicles - others Parts, accessories and general stores Work-in-progress Finished vehicles Goods-in-transit Apartments for sale 2006 RM'000

230,077 77,220 84,992 149,973 693,339 23,072 14,939 1,273,612

264,920 148,174 91,257 102,933 698,931 65,988 16,802 1,389,005

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(continued) 22 TRADE AND OTHER RECEIVABLES Group 2007 RM'000 Trade receivables Allowance for doubtful debts 786,349 (37,550) 748,799 140,594 (70,487) 70,107 121,397 25,096 15,626 981,025 2006 RM'000 969,300 (52,662) 916,638 143,778 (86,333) 57,445 125,835 28,709 14,224 1,142,851 Company 2007 2006 RM'000 RM'000 5 5 5 195 195 195

195

Other receivables Allowance for doubtful debts

Warranty claims recoverable (Note 32) Prepayments Deposits

The currency exposure profile of trade and other receivables are as follows: Currency exposure at 31.3.2007 US Dollar Euro Others RM'000 RM'000 RM'000

Ringgit Malaysia RM'000 Group Functional currency Ringgit Malaysia Pound Sterling Others 724,825 724,825

Pound Sterling RM'000

Total RM'000

28,338 32,767 61,105

77,944 18,343 96,287

51,098 19,479 70,577

20,246 6,399 1,586 28,231

902,451 76,988 1,586 981,025

Company Functional currency Ringgit Malaysia

5

-

-

-

-

5

196

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(continued) 22 TRADE AND OTHER RECEIVABLES (CONTINUED) Currency exposure at 31.3.2006 US Dollar Euro Others RM'000 RM'000 RM'000

Ringgit Malaysia RM'000 Group Functional currency Ringgit Malaysia Pound Sterling Others 958,916 958,916

Pound Sterling RM'000

Total RM'000

113 61,349 61,462

60,673 14,459 270 75,402

3,697 14,015 4 17,716

249 8,964 20,142 29,355

1,023,648 98,787 20,416 1,142,851

Company Functional currency Ringgit Malaysia

195

-

-

-

-

195

Credit terms of trade receivable for the Group ranges from 14 days to 360 days (2006: 14 days to 360 days). However, the majority of the Group trade receivables have a credit term between 14 days to 60 days (2006: 14 days to 60 days). Group sales are concentrated in Malaysia with one major third party customer in Malaysia making up 20% (2006: 31%) of total Group revenue. 23 AMOUNTS DUE FROM SUBSIDIARY COMPANIES The amounts due from subsidiary companies are denominated in Ringgit Malaysia, interest free and has no fixed terms of payment.

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(continued) 24 AMOUNTS DUE FROM ASSOCIATED COMPANIES The amounts due from associated companies arose from normal trade transactions. These amounts have credit terms ranging from 30 days to 60 days (2006: 30 days to 60 days). Currency exposure at 31.3.2007 Ringgit Pound Malaysia Sterling Total RM'000 RM'000 RM'000 Group Functional currency Ringgit Malaysia Pound Sterling 22,599 22,599 1,715 1,715 22,599 1,715 24,314

197

Currency exposure at 31.3.2006 Ringgit Pound Malaysia Sterling Total RM'000 RM'000 RM'000 Group (restated) Functional currency Ringgit Malaysia Pound Sterling 39,040 39,040 1,351 1,351 39,040 1,351 40,391

198

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(continued) 25 AMOUNTS DUE FROM JOINTLY CONTROLLED ENTITIES The amounts due from jointly controlled entities arose from normal trade transactions. These amounts have credit terms ranging from 30 days to 45 days (2006: 30 days to 45 days). Advances to a jointly controlled entity in 2006 were due within 180 days and interest of 7.23% was charged. Currency exposure at 31.3.2007 US Dollar Euro Others RM'000 RM'000 RM'000

Ringgit Malaysia RM'000 Group Functional currency Ringgit Malaysia 4,668

Pound Sterling RM'000

Total RM'000

-

5,950

-

-

10,618

Ringgit Malaysia RM'000 Group (restated) Functional currency Ringgit Malaysia Pound Sterling 9,201 9,201

Pound Sterling RM'000

Currency exposure at 31.3.2006 US Dollar Euro Others RM'000 RM'000 RM'000

Total RM'000

-

-

74 13 87

-

9,275 13 9,288

26

CURRENT INVESTMENTS Group 2007 RM'000 Quoted investments in Malaysia: Cost: Shares Commercial paper and corporate debt 2006 RM'000

15,496 584 16,080

116,736 584 117,320

Unquoted investments in Malaysia: Cost: Commercial paper and corporate debt

57,368 73,448

94,645 211,965

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(continued) 26 CURRENT INVESTMENTS (CONTINUED) Group Restated 2007 2006 RM'000 RM'000 Market value of quoted investments: Shares Commercial paper and corporate debt

199

16,355 2,313 18,668

121,868 4,351 129,219

27

DEPOSITS, BANK AND CASH BALANCES Group 2007 RM'000 Short term funds deposited with: Licensed banks Discount houses Other financial institutions Bank and cash balances 2006 RM'000 Company 2007 2006 RM'000 RM'000

493,206 43,000 536,206 90,269 626,475

1,168,787 227,470 57,465 1,453,722 132,260 1,585,982

9,500 9,500 1,110 10,610

49,000 49,000 835 49,835

Group 2007 RM'000 0 - 1 month 2 - 3 months 4 - 6 months 6 - 12 months More than 12 months 363,428 73,666 94,900 4,212 536,206 2006 RM'000 626,287 83,386 90,500 353,549 300,000 1,453,722

Company 2007 2006 RM'000 RM'000 9,500 9,500 49,000 49,000

Bank balances are deposits held at call with banks.

200

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(continued) 27 DEPOSITS, BANK AND CASH BALANCES (CONTINUED) The currency exposure profile of deposits, bank and cash balances are as follows: Currency exposure at 31.3.2007 US Dollar Euro Others RM'000 RM'000 RM'000

Ringgit Malaysia RM'000 Group Functional currency Ringgit Malaysia Pound Sterling Australian Dollar Others 532,993 532,993

Pound Sterling RM'000

Total RM'000

21,860 14,459 36,319

15,495 3,633 19,128

8,809 1,215 10,024

1,260 26,751 28,011

580,417 18,092 1,215 26,751 626,475

Ringgit Malaysia RM'000 Group Functional currency Ringgit Malaysia Pound Sterling Australian Dollar Others 1,483,290 1,483,290

Pound Sterling RM'000

Currency exposure at 31.3.2006 US Dollar Euro Others RM'000 RM'000 RM'000

Total RM'000

1,312 14,807 16,119

15,549 10,154 25,703

789 34,570 35,359

4,057 2,992 18,462 25,511

1,504,997 27,953 34,570 18,462 1,585,982

Deposits, bank and cash balances in the Company as at 31 March 2007 and 2006 are denominated in Ringgit Malaysia. The weighted average effective interest rates of deposits at the balance sheet date were 3.22% (2006: 3.10%) per annum for the Group and 2.95% (2006: 2.73%) for the Company. The Group has facilities comprising Letter of Credit, Banker's Acceptance and Bank Guarantee amounting to RM525.1 million available as at 31 March 2007.

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(continued) 28 SHARE CAPITAL Group and Company 2007 2006 RM'000 RM'000 Authorised: Issued and fully paid: At beginning/end of financial year 29 1,000,000 1,000,000

201

549,213

549,213

RESERVES The Company has sufficient tax credits under Section 108(6) of the Income Tax Act, 1967 to frank all (2006: RM936.3 million) of its retained profits as at 31 March 2007 if paid out as dividends. The extent of the retained earnings not covered at that date amounted to Nil (2006: RM105.6 million). In addition, the Company has tax exempt income as at 31 March 2007 amounting to approximately RM320.6 million (2006: RM56.6 million) available for distribution as tax exempt dividends to shareholders. This tax exempt income is subject to the agreement by the Inland Revenue Board. The capital reserves arose as a result of a Group reorganisation exercise whereby all existing shareholders of Perusahaan Otomobil Nasional Sdn. Bhd. ('PONSB') (previously Perusahaan Otomobil Nasional Berhad) exchanged all their ordinary shares of RM1.00 each comprising of 549,213,000 ordinary shares in PONSB for 549,213,000 new ordinary shares of RM1.00 each in the Company in a one-for-one share exchange on 5 April 2004. Following the share for share exchange, the Company has no share premium. Accordingly, the amount of share premium previously recognised on consolidation has been designated as capital reserve.

30

LONG TERM LIABILITIES Group 2007 2006 RM'000 RM'000 Unsecured: Long term loans (Note a) Portion repayable within twelve months (Note 36)

135,027 (58,877) 76,150

115,490 (56,613) 58.877

202

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notes to financial statements - 31 March 2007

(continued) 30 LONG TERM LIABILITIES (CONTINUED) Group 2007 2006 RM'000 RM'000 Secured: Long term loans Portion repayable within twelve months (Note 36)

-

570,900 (570,900) -

Lease and hire purchase creditors - secured (Note b) Portion repayable within twelve months (Note 31)

6,400 (956) 5,444 49,842 50,201 181,637

41,378 100,255

Employee retirement benefits (Notes (d) & 37) Automotive Development Fund (Notes (c) & 43)

(a)

Long term loans - unsecured Group 2006 2007 RM'000 RM'000 The long term loans are repayable as follows: Within one year (Note (i)) Between one and two years More than two years (Note (ii))

58,877 76,150 135,027

56,613 58,877 115,490

(i)

Repayable within one year The loan balance comprises of 2 separate tranches of RM10.9 million (2006: RM21.6 million) and RM48.0 million (2006: RM93.9 million) respectively. The repayment of the first tranche of the loan is due on 22 June 2007 and the second tranche is due on 30 September 2007. Both tranches of the loan bear a fixed interest rate of 4% per annum and is repayable in Ringgit Malaysia. Subsequent to the financial year end, the Group obtained a deferment for the repayment of the second tranche loan of RM47.8 million due on 30 September 2007 to 30 September 2009.

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notes to financial statements - 31 March 2007

(continued) 30 LONG TERM LIABILITIES (CONTINUED) (a) Long term loans - unsecured (continued) (ii) Repayable more than two years Subsequent to the financial year end, the Government of Malaysia has approved a loan of up to RM400 million to the Group at concessionary terms. The loan is due to be repaid in 4 installments over a 4 year period commencing 1 April 2009. At 31 March 2007, RM76.2 million has been advanced by the Government of Malaysia in respect of this facility. Lease and hire purchase creditors - secured The lease and hire purchase arrangements obtained by subsidiary companies are secured against the assets of the respective subsidiary companies. Group 2007 2006 RM'000 RM'000 The lease and hire purchase creditors are repayable as follows: Within one year Between one and two years Between two and five years Later than five years Total Gross Payments Less: Finance charges Total Net Payments (c)

203

(b)

1,403 1,403 4,216 820 7,842 (1,442) 6,400

-

Automotive Development Fund The Government of Malaysia has approved the setting up of an Automotive Development Fund ('ADF') under the Ninth Malaysia Plan with the objective of modernising and automating the manufacturing processes, improving efficiency, productivity, quality and the application of automation for the Malaysian automotive industry. The Government of Malaysia had, at 31 March 2007, disbursed a total of RM50 million to the Group to be utilised for payments to external parties for the purpose of developing and promoting a competitive and viable domestic automotive sector as a means to achieve the objective of the ADF.

(d)

Employee retirement benefits The employee retirement benefits represents the scheme operated by Lotus Group International Ltd., as disclosed in Note 37.

204

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notes to financial statements - 31 March 2007

(continued) 31 TRADE AND OTHER PAYABLES Group 2007 RM'000 Trade payables Other payables Accruals Amounts due to related parties Deferred revenue Lease and hire purchase creditors - current portion (Note 30) 242,801 203,553 558,124 131 40,773 956 1,046,338 The currency exposure profile of the trade and other payables are as follows: Currency exposure at 31.3.2007 US Dollar Euro Others RM'000 RM'000 RM'000 2006 RM'000 250,129 350,118 625,743 21,338 1,247,328 Company 2007 2006 RM'000 RM'000 790 790 617 2,102 2,719

Ringgit Malaysia RM'000 Group Functional currency Ringgit Malaysia Pound Sterling Others

Pound Sterling RM'000

Total RM'000

673,641 15,893 689,534

22,245 130,000 152,245

121,510 25,642 147,152

16,826 17,414 34,240

20,773 422 1,972 23,167

854,995 189,371 1,972 1,046,338

Company Functional currency Ringgit Malaysia

790

-

-

-

-

790

Ringgit Malaysia RM'000 Group Functional currency Ringgit Malaysia Pound Sterling Others

Pound Sterling RM'000

Currency exposure at 31.3.2006 US Dollar Euro Others RM'000 RM'000 RM'000

Total RM'000

960,123 960,123

4,514 103,949 108,463

16,678 15,371 357 32,406

28,133 1,273 29,406

95,767 8,641 12,522 116,930

1,105,215 129,234 12,879 1,247,328

PROTON 2007 ANNUAL REPORT

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(continued) 31 TRADE AND OTHER PAYABLES (CONTINUED) Currency exposure at 31.3.2006 US Dollar Euro Others RM'000 RM'000 RM'000

205

Ringgit Malaysia RM'000 Company Functional currency Ringgit Malaysia 2,658

Pound Sterling RM'000

Total RM'000

-

-

-

61

2,719

Terms of trade payables granted to the Group and Company varies up to 60 days (2006: 60 days) credit days and no credit (2006: no credit) respectively. 32 PROVISIONS Group 2007 RM'000 At 1 April Exchange differences Charged to income statement Warranties receivable Additional provision for the financial year Utilised during the financial year At 31 March 217,062 1,996 38,737 26,491 65,228 (88,219) 196,067 2006 RM'000 239,888 (5,043) 81,314 (8,946) 72,368 (90,151) 217,062

The Group expects to be reimbursed by suppliers in respect of warranties amounting to RM121,397,000 (2006: RM125,835,000) as disclosed in Note 22. 33 AMOUNTS DUE TO SUBSIDIARY COMPANIES Amounts due to subsidiary companies are unsecured, denominated in Ringgit Malaysia, interest free and have no fixed repayment terms. AMOUNTS DUE TO ASSOCIATED COMPANIES Amounts due to associated companies arose from normal trade transactions, denominated in Ringgit Malaysia and are payable within 60 days.

34

206

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(continued) 35 AMOUNTS DUE TO JOINTLY CONTROLLED ENTITIES Amounts due to jointly controlled entities arose from normal trade transactions and are due between 30 days to 45 days (2006: 30 days to 45 days). The currency exposure profile of the amounts due to jointly controlled entities is as follows: Currency exposure at 31.3.2007 US Pound Sterling Dollar Total RM'000 RM'000 RM'000

Ringgit Malaysia RM'000 Group Functional currency Ringgit Malaysia 25,060

-

-

25,060

Ringgit Malaysia RM'000 Group Functional currency Ringgit Malaysia 36 SHORT TERM BORROWINGS

Currency exposure at 31.3.2006 Pound US Sterling Dollar Total RM'000 RM'000 RM'000

8,736

75

-

8,811

Group 2007 2006 RM'000 RM'000 Unsecured: Long term loan - current portion (Note 30) Bankers acceptance Bank overdrafts

58,877 739 27,128 86,744

56,613 1,304 58,260 116,177

Secured: Bank overdrafts Long term loan - current portion (Note 30)

77,682 77,682 164,426

117,689 570,900 688,589 804,766

PROTON 2007 ANNUAL REPORT

notes to financial statements - 31 March 2007

(continued) 36 SHORT TERM BORROWINGS (CONTINUED) The interest rate charged for bank overdrafts during the financial year ranged from 5.79% to 6.79% (2006: 5.50% to 6.83%) per annum. The bank overdraft facilities are secured by way of a corporate guarantee from a subsidiary company. The bankers acceptance was drawn in Ringgit Malaysia and payable within 60 days. No interest was charged to the amount drawn (2006: Nil). The currency exposure profile of the short-term borrowings is as follows: Currency exposure at 31.3.2007 US Dollar Euro Others RM'000 RM'000 RM'000

207

Ringgit Malaysia RM'000 Group Functional currency Ringgit Malaysia Pound Sterling

Pound Sterling RM'000

Total RM'000

59,616 59,616

104,810 104,810

-

-

-

59,616 104,810 164,426

Ringgit Malaysia RM'000 Group Functional currency Ringgit Malaysia Pound Sterling 57,917 57,917

Pound Sterling RM'000

Currency exposure at 31.3.2006 US Dollar Euro Others RM'000 RM'000 RM'000

Total RM'000

332,193 332,193

67,504 67,504

313,740 5,169 318,909

28,243 28,243

371,657 433,109 804,766

208

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notes to financial statements - 31 March 2007

(continued) 37 EMPLOYEE RETIREMENT BENEFITS (a) Defined contribution plan Group companies incorporated in Malaysia contribute to the Employees Provident Fund, the national defined contribution plan. Once the contributions are paid, the Group has no further payment obligations. (b) Defined benefit plan Lotus Group Scheme - defined benefit scheme Lotus Group International Ltd. and its subsidiaries ('Lotus Group'), operate a defined benefit pension scheme, the Lotus Pension Plan. The assets are held in separate trustee administered funds. In addition, it provides life assurance cover for all employees. Contributions to the scheme are charged to the Income Statement so as to spread the cost of pensions over employees' working lives with the Lotus Group. The contributions are determined by a qualified actuary on the basis of triennial valuations. The latest actuarial valuation of the plan was carried out on 31 December 2005, using the Projected Unit method, updated to 31 December 2006. The movements during the financial year in the amount recognised in the Consolidated Balance Sheet is as follows : Group 2007 2006 RM'000 RM'000 At 1 April Currency translation differences Charged to Income Statement Contributions and benefits paid At 31 March The amounts recognised in the Consolidated Balance Sheet is analysed as follows: Group 2007 2006 RM'000 RM'000 Present value of obligation Fair value of plan assets Shortfall of funded plan Unrecognised actuarial gain Unrecognised transitional liability Liability on Balance Sheet 392,068 (369,469) 22,599 42,040 (14,797) 49,842 370,548 (309,543) 61,005 8,455 (28,082) 41,378 41,378 2,013 21,852 (15,401) 49,842 14,213 (3,364) 45,065 (14,536) 41,378

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(continued) 37 EMPLOYEE RETIREMENT BENEFITS (CONTINUED) The expense recognised in the Consolidated Income Statement is analysed as follows: Group 2007 2006 RM'000 RM'000 Current service cost Interest cost Expected return on plan assets Actuarial gain recognised Gain on curtailments and settlement Amortisation of transitional liability Total, included in staff cost within administrative expenses (Note 8) Actual return on plan assets The principal actuarial assumptions used in respect of the Group's defined benefit plan were as follows: Group 2007 % Discount rates Expected return on plan assets - equities - bonds - others Expected rate of salary increase Expected rate of pension payment increase Inflation 5.40 7.50 4.75 4.00 4.10 3.00 3.10 2006 % 5.00 7.25 4.50 4.00 3.85 2.85 2.85 14,383 19,988 (22,790) (4,701) 14,972 21,852 28,059 11,996 15,159 (16,750) (2,670) 37,330 45,065 65,290

209

210

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notes to financial statements - 31 March 2007

(continued) 38 SEGMENTAL INFORMATION The Group is principally engaged in the automobile industry namely manufacturing, assembling, trading and provision of engineering and other services in respect of motor vehicles and related products. Accordingly, no segmental information is considered necessary for analysis by industry segments. Inter-segment sales comprise of sales of cars, parts and engineering services to companies in different geographical locations. Analysis of the Group's revenue, results and other information by geographical locations of the assets are as follows: Malaysia Other countries Elimination Total 2007 2006 2007 2006 2007 2006 2007 2006 RM'million RM'million RM'million RM'million RM'million RM'million RM'million RM'million Revenue External sales Inter-segment sales Total revenue Result Segment operating (loss)/profit Unallocated expenses Unallocated income Interest expense Interest income Share of net results of associated companies and jointly controlled entities Taxation (Loss)/profit after taxation

3,729.3 243.0 3,972.3

6,654.6 129.9 6,784.5

1,182.5 124.8 1,307.3

1,142.3 149.6 1,291.9

(367.8) (367.8)

(279.5) (279.5)

4,911.8 4,911.8

7,796.9 7,796.9

(448.4)

58.6

(183.9)

(118.1)

(49.5)

5.4

(681.7) 58.50 (35.5) 35.6

(54.1) 9.9 9.9 (43.9) 67.4

14.5

21.3

(4.2)

7.5

(5.3)

-

5.0 28.6 (589.5)

28.8 28.4 46.4

PROTON 2007 ANNUAL REPORT

notes to financial statements - 31 March 2007

(continued) 38 SEGMENTAL INFORMATION (CONTINUED) Malaysia Other countries Elimination Total 2007 2006 2007 2006 2007 2006 2007 2006 RM'million RM'million RM'million RM'million RM'million RM'million RM'million RM'million Other information Segment assets Unallocated assets Total assets Segment liabilities Unallocated liabilities Total liabilities Capital expenditure Depreciation and amortisation Assets written off Impairment Other non-cash items 5,379.3 6,907.1 745.4 620.4 822.1 785.3 6,124.7 822.1 6,946.8 1,416.4 299.8 1,716.2 318.8 375.2 94.3 (22.6) 7,527.5 785.3 8,312.8 1,560.8 881.3 2,442.1 478.5 351.4 82.9 5.1 328.7

211

871.1

1,282.1

545.3

278.7

299.8

881.3

294.7 351.9 92.2 (26.5)

455.4 336.3 82.9 269.2

24.1 23.3 2.1 3.9

23.1 15.1 5.1 59.5

-

-

Unallocated income includes dividend from other investments, gain on disposal of current investments and writeback of provision for diminution in value of current investments. Unallocated expenses represent losses on current investments, both realised and unrealised. Segment assets consist primarily of property, plant and equipment, inventories, receivables and operating cash, and exclude investments in associated companies, jointly controlled entities, long term investments, current investments and deferred tax assets. Segment liabilities comprise operating liabilities and exclude items such as taxation and borrowings. Capital expenditure mainly comprises additions to property, plant and equipment (Note 13).

212

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notes to financial statements - 31 March 2007

(continued) 38 SEGMENTAL INFORMATION (CONTINUED) Secondary reporting format The primary reporting format is based on geographical locations of the assets. The industry segmentation is considered unnecessary as the Group is principally engaged in the automobile industry. Therefore, only sales to external customers based on customer location is presented. Malaysia Other countries Elimination Total 2007 2006 2007 2006 2007 2006 2007 2006 RM'million RM'million RM'million RM'million RM'million RM'million RM'million RM'million Revenue External sales Inter-segment sales Total revenue 39 3,386.8 243.0 3,629.8 6,441.0 129.9 6,570.9 1,525.0 124.8 1,649.8 1,355.9 149.6 1,505.5 (367.8) (367.8) (279.5) (279.5) 4,911.8 4,911.8 7,796.9 7,796.9

CAPITAL AND OTHER COMMITMENTS Capital commitments Capital expenditure for property, plant and equipment approved by the Board not provided for in the financial statements: Group 2007 RM'000 Contracted for Not contracted for 283,328 2,266,587 2,549,915 2006 RM'000 267,727 3,900,523 4,168,250

40

OPERATING LEASES As at 31 March 2007, the Group was committed to making the following payments in respect of operating leases expiring: Group Land and buildings RM'000 Within one year Between one and five years After five years 1,144 1,144 2007 Plant and machinery RM'000 1,162 747 123 2,032 Land and buildings RM'000 1,246 5,753 6,999 2006 Plant and machinery RM'000 2,212 1,884 4,096

Total RM'000 1,162 1,891 123 3,176

Total RM'000 3,458 7,637 11,095

PROTON 2007 ANNUAL REPORT

notes to financial statements - 31 March 2007

(continued) 41 SIGNIFICANT RELATED PARTY TRANSACTIONS DISCLOSURES In the normal course of business, the Group and Company undertake a variety of transactions at mutually agreed terms with subsidiary companies, associated companies, jointly controlled entities and other related parties. The related parties with whom the Group and Company transact with, include the following companies: Related parties PEPS-JV (M) Sdn. Bhd. Technomeiji Rubber Industries Sdn. Bhd. Aluminium Alloy Industries Sdn. Bhd. Relationship Equity investment Equity investment Equity investment

213

In addition to related parties disclosures mentioned elsewhere in the financial statements, set out below are other significant related party transactions. The related party transactions described below were carried out on terms and conditions obtainable in transactions with unrelated parties unless otherwise stated. (a) Sales of goods and services Group 2006 2007 RM'000 RM'000 - Jointly controlled entities (b) Purchases of goods and services from: Group 2007 2006 RM'000 RM'000 - Associated companies - Jointly controlled entities - PEPS-JV (M) Sdn Bhd - Technomeiji Rubber Industries Sdn. Bhd. - Aluminium Alloy Industries Sdn. Bhd. 227,435 84,280 128,948 7,970 2,715 157,536 165,940 186,259 13,597 16,601 13,615 18,650

214

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notes to financial statements - 31 March 2007

(continued) 42 CONTINGENT LIABILITIES (a) A supplier had obtained a judgement in default against a subsidiary company for RM12.2 million after failing to reach a formal agreement. The subsidiary had obtained legal opinion that the claims are without basis and an action to strike out a portion of the claim (i.e. RM7.2million) would be successful. (b) A Distributor instituted arbitration proceedings against a subsidiary company as a result of the termination of its distributorship, for which the Distributor had claimed USD9,941,973 (RM37,779,497) plus general damages and interest. The Arbitration Award was handed down on 30 October 2006 wherein the Distributor's claim against the subsidiary company was dismissed. The Distributor has filed an action in court to set aside the Arbitration Award. The subsidiary has obtained legal advice that it is highly unlikely that such action will be successful.

43

CASH AND CASH EQUIVALENTS Group 2007 RM'000 Licensed banks Discount houses Other licensed financial institutions Bank and cash balances Deposits, bank and cash balances Bank overdrafts Fixed deposit pledged as security Bank balance in respect of ADF Fund (Note 30) 493,206 43,000 536,206 90,269 626,475 (104,810) (50,201) 471,464 2006 RM'000 1,168,787 227,470 57,465 1,453,722 132,260 1,585,982 (175,949) (716,841) 693,192 Company 2007 2006 RM'000 RM'000 9,500 9,500 1,110 10,610 10,610 49,000 49,000 835 49,835 49,835

PROTON 2007 ANNUAL REPORT

notes to financial statements - 31 March 2007

(continued) 44 FINANCIAL INSTRUMENTS (a) Financial risk management objectives and policies The Group's activities are exposed to a variety of financial risks, including foreign currency exchange risk, interest rate risk, market risk, credit risk, liquidity and cash flow risk. The Group focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the financial performance of the Group. Financial risk management is carried out through risks reviews, internal control systems, a global insurance programme and adherence to Group financial risk management policies. The Board regularly reviews these risks and approves the treasury policies, which covers the management of these risks. The Group uses derivative financial instruments such as foreign exchange contracts and interest rate instruments to hedge certain exposures. It does not trade in financial instruments. (i) Foreign currency exchange risk The Group is exposed to currency risk as a result of the foreign currency transactions entered into by the Company and subsidiary companies in currencies other than their functional currency. The Group enters into forward foreign currency exchange contracts to limit the exposure on foreign currency receivables and payables, and on cash flows generated from anticipated transactions denominated in foreign currencies. Interest rate risk The Group's income and operating cash flows are not substantially affected by changes in market interest rates except for interest from bank deposits. Derivative financial instruments are used, where appropriate, to generate the desired interest rate profile. Market risk The Group does not face significant exposure from the risk from changes in debt and equity prices. Credit risk The Group seeks to invest cash assets safely and profitably. The Group considers the risk of material loss in the event of non-performance by a financial counter party to be unlikely in view of the financial strength of those counter-parties. The Group seeks to control customers credit risk by ensuring that significant sales of product and services are made to customers with an appropriate credit history. (v) Liquidity and cash flow risk Prudent liquidity risk management implies maintaining sufficient cash and marketable securities, the availability of funding through an adequate amount of committed credit facilities and the ability to close out market positions.

215

(ii)

(iii)

(iv)

216

PROTON 2007 ANNUAL REPORT

notes to financial statements - 31 March 2007

(continued) 44 FINANCIAL INSTRUMENTS (CONTINUED) (b) Forward foreign exchange contracts Forward foreign exchange contracts are entered into by the Group in currencies other than the functional currency to manage exposure to fluctuations in foreign currency exchange rates on specific transactions. As at 31 March 2007, the outstanding notional principal amount of the Group foreign exchange contracts are as follows: Group 2007 RM'000 2006 RM'000

Maturity Less than 6 months Between 6 months and 1 year

149,864 42,311 192,175

45,873 41,986 87,859

The foreign currency amounts to be received and the contractual exchange rates of the Group's outstanding contracts are as follows: Currency to be received Currency to be paid RM'000 equivalent Average contracted rate

Hedged item 2007 Group Future purchase of raw materials over the following 6 months JPY Forecasted receivables - the following 6 months - 6 to 12 months

USD USD JPY

114,947 34,917 42,311 192,175

1 USD = RM3.0170 1 USD = GBP 1.9209 1 USD = JPY 219.7491

GBP GBP

2006 Group Future purchase of raw materials over the following 6 months Forecasted receivables - the following 6 months GBP - 6 to 12 months GBP

USD USD

45,873 41,986 87,859

1 USD = GBP 1.7701 1 USD = GBP 1.7571

PROTON 2007 ANNUAL REPORT

notes to financial statements - 31 March 2007

(continued) 44 FINANCIAL INSTRUMENTS (CONTINUED) (c) Fair values The carrying amounts of financial assets and liabilities of the Group and Company at the balance sheet date approximated their fair values except as set out below: Group Note Carrying amount RM'000 Fair value RM'000 Company Carrying Fair amount value RM'000 RM'000

217

2007 Recognised on the Balance Sheet Current investments Other long term investments Advance - Government loan facility Lease and hire purchase creditor - long term portion 2006 Recognised on the Balance Sheet Current investments Other long term investments Long term loans - unsecured Not recognised on the Balance Sheet Foreign exchange hedge instruments * 26 19 30 30 73,448 10,397 (76,150) (5,444) 76,036 * # (5,036) 6,475 * -

26 19 30

211,965 10,397 (115,490)

220,864 * (115,078)

6,475 -

* -

-

(5,041)

-

-

#

It was not practicable within the constraints of timeliness and cost to estimate the fair values of the unquoted shares reliably. The Group's share of the net tangible worth of the investments at the balance sheet date is RM15,660,813 (2006 : RM14,956,000). It was not practicable within the constraints of timeliness and cost to estimate the fair value of the advance from the Government reliably as the terms of the facility has yet to be finalised.

218

PROTON 2007 ANNUAL REPORT

notes to financial statements - 31 March 2007

(continued) 45 CHANGES IN ACCOUNTING POLICIES The following describes the impact of the new accounting standards, amendments to the published standards and IC interpretations adopted by the Group and Company for financial year beginning 1 April 2006 as listed in Note 2 of Basis of Preparation of the Financial Statements. (a) Irrelevant or immaterial effect on financial statements The adoption of FRS 1, 2, 3, 5, 102, 108, 110, 121, 127, 128, 132, 133, 140 and the 'assets ceiling' amendments to FRS 119 (2004) did not result in significant changes to the Group and Company's accounting policies. In summary: · · FRS 1, 2, 3, 133, 140 and the amendment to FRS 119 (2004) are not relevant to the Company's operations, FRS 5 requires the Group and Company to continue to depreciate its property, plant and equipment where assets identified for disposal do not meet the criteria set out by that standard; previously, depreciation ceased when the Board has plans to sell the assets, FRS 5, 102, 108, 110, 127, 128, 132 and ICs had no material effect on the Group and Company's policies, FRS 121 had no material effect on the Group and Company's policies as the Group and Company has the same functional currency as its measurement policy.

· ·

(b)

Reclassification of prior year comparatives Set out below are changes in accounting policies that resulted in reclassification of prior year comparatives but did not effect the recognition and measurement of the Group's net assets: (i) FRS 101 has affected the presentation of minority interest. In the Consolidated Balance Sheets, minority interest is now presented within total equity. In the Consolidated Income Statement, minority interest is presented as an allocation of the net profit or loss for the period. The movement in minority interest is now presented in the Consolidated Statement of Changes in Equity. Consequently, total recognised income and expenses for the period, showing separately the amounts attributable to equity holders of the parent and to minority interest are shown in the Consolidated Statement of Changes in Equity. Share of results in associated companies and jointly controlled entities is now disclosed net of taxation in the Consolidated Income Statement. (ii) FRS 131 has affected the classification of investment in jointly controlled entity. The Group has reassessed the classification of its investment in Miyazu Sdn Bhd following the adoption of FRS 131 where all significant matters relating to financial and operating matters require the unanimous approval of all venturers. The Directors have now reclassified the investment in Miyazu Sdn Bhd as an associated company.

PROTON 2007 ANNUAL REPORT

notes to financial statements - 31 March 2007

(continued)

219

45

CHANGES IN ACCOUNTING POLICIES (CONTINUED) (c) Relevant effect from adoption of new accounting policies or change in accounting policies (i) FRS 116: Property, Plant and Equipment The adoption of FRS 116 has resulted in extension of the accounting policy on property, plant and equipment as follows: · The cost of property, plant and equipment includes costs of dismantling, removal and restoration, the obligation incurred as a consequence of installing the assets; · The assets' residual values and useful life are reviewed and adjusted as appropriate at least at each financial yearend; and · Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. All other repairs and maintenance expenses are charged to the Income Statement during the financial period in which they are incurred. The Group has applied retrospectively the aforesaid and no material adjustment resulted from this assessment. (ii) FRS 136 : Impairment of Assets The adoption of FRS 136 had resulted in the extension of the accounting policy on impairment of goodwill. The accounting policy on Impairment of Assets is set out in Note 3(t). FRS 138 : Intangible Assets The adoption of FRS 138 prospectively resulted in the extension of the accounting policy on intangible assets with the resulting impact: · Computer software was previously capitalized as an integral component of property, plant and equipment. Under FRS 138, such computer software is now recognized separately as an intangible asset and amortised over the useful lives. The change in policy has no significant impact to the Income Statement. · Intangible assets also now includes development cost of products where such costs meet the asset recognition criteria in FRS 138 and the cost is amortised over the expected useful life upon commercial launch of the products.

(iii)

220

PROTON 2007 ANNUAL REPORT

notes to financial statements - 31 March 2007

(continued) 45 CHANGES IN ACCOUNTING POLICIES (CONTINUED) (c) Relevant effect from adoption of new accounting policies or change in accounting policies (continued) The effects of the change in accounting policies as mentioned in (b) and (c)(iii) are as follows: As previously reported RM'000 Group Income Statements (FRS 101) Share of results of associated and jointly controlled entities Profit before taxation Taxation 38,924 28,072 18,322 (10,087) (10,087) 10,087 28,837 17,985 28,409 As restated RM'000

Adjustments RM'000

Group Balance Sheets (FRS 138) and (FRS 131) Property, plant and equipment - Cost Property, plant and equipment - Accumulated depreciation Property, plant and equipment - Net book value Other intangible assets Investment in associated companies Investment in jointly controlled entities Amounts due from associated company Amounts due from jointly controlled entities Amounts due to associated company Amounts due to jointly controlled entities 46 6,909,874 (3,290,110) 3,330,946 155,702 249,963 4,394 45,285 34,904 20,138 (27,418) 9,419 (17,999) 17,999 4,707 (4,707) 35,997 (35,997) 11,327 (11,327) 6,882,456 (3,280,691) 3,312,947 17,999 160,409 245,256 40,391 9,288 46,231 8,811

APPROVAL OF FINANCIAL STATEMENTS The financial statements have been approved for issue in accordance with a resolution of the Board of Directors on 24 July 2007.

PROTON 2007 ANNUAL REPORT

statement by directors pursuant to section 169(15) of the companies act, 1965

We, Dato' Mohammed Azlan Bin Hashim and Dato' Syed Zainal Abidin Bin Syed Mohamed Tahir, being two of the Directors of Proton Holdings Berhad, state that, in the opinion of the Directors, the financial statements set out on pages 139 to 220 are drawn up so as to give a true and fair view of the state of affairs of the Group and the Company as at 31 March 2007 and of the results and cash flows of the Group and the Company for the financial year ended on that date in accordance with the provisions of the Companies Act, 1965 and Financial Reporting Standards, the MASB Approved Accounting Standards in Malaysia for the Entities Other than Private Entities. Signed on behalf of the Board of Directors in accordance with their resolution dated 24 July 2007.

221

DATO' MOHAMMED AZLAN BIN HASHIM Chairman

DATO' SYED ZAINAL ABIDIN BIN SYED MOHAMED TAHIR Director

222

PROTON 2007 ANNUAL REPORT

statutory declaration pursuant to section 169(16) of the companies act, 1965

I, Tan Chun Weng, being the Officer primarily responsible for the financial management of Proton Holdings Berhad, do solemnly and sincerely declare that the financial statements set out on pages 139 to 220. 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.

TAN CHUN WENG Subscribed and solemnly declared by the abovenamed Tan Chun Weng at Shah Alam in Malaysia on 27 July 2007, before me.

COMMISSIONER FOR OATHS

PROTON 2007 ANNUAL REPORT

report of the auditors to the members of PROTON holdings berhad

We have audited the financial statements set out on pages 139 to 220. These financial statements are the resposibility of the Company's Director. It is our reponsibility to form an independent opinion, based on our audit, on these financial statements to report our opinion to you, as a body, in accordance with Section 174 of the Companies Act 1965 and for no other purpose. We do not assume responsibility to any other person for the content of this report. We conducted our audit in accordance with approved auditing standards in Malaysia. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the Directors, as well as evaluting the overall financial statements presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion: (a) the financial statements have been prepared in accordance with the provisions of the Companies Act, 1965 and Financial Reporting Standards, the MASB Approved Accounting Standards in Malaysia for Entities Other Than Private Entities so as to give a true and fair view of: (i) (ii) the matters required by Section 169 of the Companies Act, 1965 to be dealt with in the financial statements; and the state of affairs of the Group and of the Company as at 31 March 2007 and of the results and cash flows of the Group and Company for the financial year ended on that date;

223

and (b) the accounting and other records and the registers required by the Act to be kept by the Company and by subsidiaries of which we have acted auditors have been propely kept in accordance with the provisions of the Act.

The names of the subsidiary companies of which we have not acted as auditors are indicated in Note 16 to the financial statements. We have considered the financial statements of these subsidiaries and the auditors' reports thereon. We are satisfied that the financial statements of the subsidiaries that have been consolidated with the Company's financial statements are in form and content appropriate and proper for the purposes of the preparation of the consolidated financial statements and we have received satisfactory information and explanations required by us for those purposes. The auditors' reports on the financial statements of the subsidiaries were not subject to any qualification and did not include any comment made under subsection (3) of section 174 of the Act.

PRICEWATERHOUSECOOPERS (No. AF: 1146) Chartered Accountants

DATO' AHMAD JOHAN BIN MOHAMMAD RASLAN (No. 1867/09/08 (J)) Partner of the Firm

224

PROTON 2007 ANNUAL REPORT

shareholdings statistics as at 16 July 2007

ANALYSIS OF SHAREHOLDINGS Share Capital Authorised Share Capital Issued and Fully Paid Up Capital Issued and Fully Paid Up Capital Class of Shares Voting Rights ANALYSIS OF SHAREHOLDINGS BY RANGE GROUPS No. of Shareholders/ Held 1 - 99 100 - 1,000 1,001 - 10,000 10,001 - 100,000 100,001 - 27,460,649 27,460,650 and above Total DISTRIBUTIONS OF SHAREHOLDINGS

Malaysian Malaysian No. of % of Shareholders/ Shareholders/ Depositors Depositors 1 - 99 100 - 1,000 1,001 - 10,000 10,001 - 100,000 100,001 - 27,460,649 27,460,650 and above Total 73 3,678 2,215 364 84 3 6,417 1.0738 54.1041 32.5831 5.3545 1.2357 0.0441 94.3954 Malaysian No. of Shares Held 678 3,426,217 8,122,639 10,718,900 101,159,027 321,179,273 444,606,734 Malaysian Foreign Foreign % of No. of % of Share Shareholders/ Shareholders/ Capital Depositors Depositors 0.0001 0.6238 1.4790 1.9517 18.4189 58.4799 80.9534 3 98 132 84 64 0 381 0.0441 1.4416 1.9417 1.2357 0.9415 0.0000 5.6046 Foreign No. of Shares Held Foreign % of Share Capital

RM1,000,000,000/RM549,213,002/Ordinary Shares of RM1/- each One (1) Voting Right for one (1) Ordinary Share

% of Shareholders/ Capital 1.1180 55.5457 34.5249 6.5902 2.1771 0.0441 100.0000

No. of Shares Held 761 3,506,447 8,681,890 13,788,575 202,056,056 321,179,273 549,213,002

% of Issued Capital 0.0001 0.6384 1.5808 2.5106 36.7901 58.4799 100.0000

76 3,776 2,347 448 148 3 6,798

83 0.0000 80,230 0.0146 559,251 0.1018 3,069,675 0.5589 100,897,029 18.3712 0 0.0000 104,606,268 19.0466

SUBSTANTIAL SHAREHOLDERS Name 1 2 3 KHAZANAH NASIONAL BERHAD EMPLOYEES PROVIDENT FUND BOARD PETROLIAM NASIONAL BERHAD Shareholding 210,484,693 67,573,900 43,120,680 321,179,273 % 38.3248 12.3038 7.8514 58.48

PROTON 2007 ANNUAL REPORT

shareholdings statistics as at 16 July 2007

(continued) THIRTY LARGEST SHAREHOLDERS Name of Shareholders 1 2 3 4 5 6 7 8 KHAZANAH NASIONAL BERHAD EMPLOYEES PROVIDENT FUND BOARD CARTABAN NOMINEES (TEMPATAN) SDN BHD PETROLIAM NASIONAL BERHAD (STRATEGIC INV) CIMSEC NOMINEES (TEMPATAN) SDN BHD SECURITY TRUSTEE (KCW ISSUE 2) LEMBAGA TABUNG HAJI HSBC NOMINEES (ASING) SDN BHD TNTC FOR SAUDI ARABIAN MONETARY AGENCY CITIGROUP NOMINEES (ASING) SDN BHD EXEMPT AN FOR MELLON BANK (MELLON) CARTABAN NOMINEES (ASING) SDN BHD GOVERNMENT OF SINGAPORE INVESTMENT CORPORATION PTE LTD FOR GOVERNMENT OF SINGAPORE (C) HSBC NOMINEES (ASING) SDN BHD TNTC FOR BRANDES INSTITUTIONAL EQUITY TRUST CARTABAN NOMINEES (TEMPATAN) SDN BHD AMANAH SSCM NOMINEES (TEMPATAN) SDN BHD FOR EMPLOYEES PROVIDENT FUND BOARD (JF404) CITIGROUP NOMINEES (ASING) SDN BHD GSI FOR INDUS EVENT DRIVEN MASTER FUND LTD CARTABAN NOMINEES (ASING) SDN BHD SSBT FUND NDS6 FOR NORTHROP GRUMMAN PENSION MASTER TRUST MALAYSIA NOMINEES (TEMPATAN) SENDIRIAN BERHAD MIDF AMANAH ASSET MANAGEMENT BERHAD FOR AMANAH MILLENIA FUND BERHAD (JM730) PERMODALAN NASIONAL BERHAD CITIGROUP NOMINEES (TEMPATAN) SDN BHD EXEMPT AN FOR PRUDENTIAL ASSURANCE MALAYSIA BERHAD HSBC NOMINEES (ASING) SDN BHD BNY BRUSSELS FOR ING EMERGING COUNTRIES FUND VALUECAP SDN BHD CARTABAN NOMINEES (ASING) SDN BHD INVESTORS BANK AND TRUST COMPANY FOR ISHARES, INC. No. of Shares 210,484,693 67,573,900 43,120,680 24,250,000 16,820,427 11,832,198 9,632,117 7,882,800 % 38.3248 12.3038 7.8514 4.4154 3.0626 2.1544 1.7538 1.4353

225

9 10

5,723,300 5,427,500

1.0421 0.9882

11 12

5,200,100 4,856,700

0.9468 0.8843

13

4,782,500

0.8708

14 15 16 17 18

4,599,900 4,344,500 3,856,014 3,829,600 3,769,600

0.8375 0.7910 0.7021 0.6973 0.6864

226

PROTON 2007 ANNUAL REPORT

shareholdings statistics as at 16 July 2007

(continued) THIRTY LARGEST SHAREHOLDERS (CONTINUED) Name of Shareholders 19 20 CITIGROUP NOMINEES (ASING) SDN BHD CBNY FOR DFA EMERGING MARKETS FUND HSBC NOMINEES (ASING) SDN BHD EXEMPT AN FOR JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (AUSTRALIA) CARTABAN NOMINEES (ASING) SDN BHD GOVERNMENT OF SINGAPORE INVESTMENT CORPORATION PTE LTD FOR MONETARY AUTHORITY OF SINGAPORE (H) HSBC NOMINEES (ASING) SDN BHD TNTC FOR UTAH STATE RETIREMENT SYSTEMS CITIGROUP NOMINEES (ASING) SDN BHD EXEMPT AN FOR AMERICAN INTERNATIONAL ASSURANCE LIMITED CARTABAN NOMINEES (ASING) SDN BHD SSBT FUND NXW3 FOR BRANDES GLOBAL SMALL CAP EQUITY FUND CARTABAN NOMINEES (TEMPATAN) SDN BHD EXEMPT AN FOR AMANAH SSCM NOMINEES (TEMPATAN) SDN BHD (ACCOUNT 1) HSBC NOMINEES (ASING) SDN BHD EXEMPT AN FOR FORTIS BANQUE LUXEMBOURG (OPCVM A/C) BANK SIMPANAN NASIONAL MAYBAN NOMINEES (TEMPATAN) SDN BHD AVENUE INVEST BERHAD FOR KUMPULAN WANG AMANAH PENCEN (E00170-220136) BANK SIMPANAN NASIONAL BANK SIMPANAN NASIONAL TOTAL DIRECTOR'S SHAREHOLDINGS None of the Directors hold any shares in the Company. No. of Shares 3,652,500 3,152,900 % 0.6650 0.5741

21

3,033,700

0.5524

22 23 24 25

2,775,476 2,741,100 2,612,466 2,302,000

0.5054 0.4991 0.4757 0.4191

26 27 28

2,201,875 1,883,000 1,865,400

0.4009 0.3429 0.3396

29 30

1,861,600 1,839,000 467,907,546

0.3390 0.3348 85.1960

PROTON 2007 ANNUAL REPORT

properties owned by PROTON Group as at 31 March 2007

227

Location

Description and existing use

Tenure

Date of acquisition / revaluation

Age of building

Net book value RM'million

PROPERTIES OWNED BY PERUSAHAAN OTOMOBIL NASIONAL SDN. BHD.

No. H.S. (D)71311, No. P.T.82 Mukim of Damansara, District of Petaling, Selangor Darul Ehsan. (Formerly, HICOM Industrial Estate encompassing part of Lots 563, 564, 568, 570 and Lot 15, Mukim of Damansara, District of Petaling, Selangor Darul Ehsan).

Land with an area of 6,231,080 sq. ft. with main office, main factory, engine factory, medium volume factory, canteen buildings, sports facilities, car park for production cars and additional R&D laboratories building. Total built-up area is 2,594,603 sq. ft.

Freehold

05.09.1983

22 years

Land: 68.4 Buildings: 141.7

HICOM Industrial Estate encompassing Lot 572, Mukim of Damansara, District of Petaling, Selangor Darul Ehsan.

3 units of flats currently rented out.

Freehold

09.04.1986

22 years

Flats: 0.04

No. H.S.(D) 71309, No. P.T. 80, Mukim of Damansara, District of Petaling, Selangor Darul Ehsan. (Formerly, HICOM Industrial Estate encompassing Lot 568 Grant No. 5941,H.S.(D) 22208 No. P.T. 5115,H.S.(D) 22207, No. P.T.5116, Mukim of Damansara, District of Petaling, Selangor Darul Ehsan).

Land with an area of 158,107 sq. ft. used as the car park for staff.

Freehold

19.11.1993

-

Land: 2.6

Lot 25, HICOM Glenmarie Industrial Park, Mukim of Damansara, District of Petaling, Selangor Darul Ehsan.

Land with an area of 1,036,728 sq. ft. with office, factory and canteen buildings and sports facilities used for the Casting Plant. Total builtup area is 194,579 sq. ft.

Freehold

30.12.1992

13 years

Flats: 20.6 Buildings: 42.9

228

PROTON 2007 ANNUAL REPORT

properties owned by PROTON Group as at 31 March 2007

(continued)

Location

Description and existing use

Tenure

Date of acquisition / revaluation

Age of building

Net book value RM'million

PROPERTIES OWNED BY PERUSAHAAN OTOMOBIL NASIONAL SDN. BHD.

No. H.S.(D) 86554, No. P.T. 257 encompassing Lot 54,60 and 62, Sime UEP Industrial Park, Mukim of Damansara, District of Petaling, Selangor Darul Ehsan.

Land with an area of 2,396,727sq. ft. adjoining the Company's northern boundary housing the semi-high speed test track and control building. Total built-up area is 2,102,731 sq. ft.

Freehold

18.04.1994

13 years

Land: 54.9 Track and buildings: 20.0

No. H.S. (D) B.P.5653 and 5654 Bil P.T. 16162 and 10163, District of Batang Padang, Mukim of Ulu Bernam Timur, Perak Darul Ridwan.

Land with an area of 55,444,116 sq. ft, for the construction of a second automobile plant, administrative building and sports complex facilities. Total built-up area is 3,374,577 sq.ft.

Freehold

03.02.1999

4 years

Land: 1.0 Buildings: 427.0

PROPERTY OWNED BY PROTON CARS (UK) LTD.

Ref. AV 915, Units 1-3, Crawley Way, Avonmouth, Bristol Avon BS11 9YR, England.

Land with an area of 162,479 sq. ft. with a parts warehouse building.

Freehold

31.03.1994

31 years

Land: 6.5 Buildings: 1.9

PROPERTIES OWNED BY PROTON EDAR SDN. BHD.

Vehicel Preparation Centre (VPC) No H.S. (D) 86555, PT No. 258 and H.S. (D) 86557, PT No.260, TP 5 Road, Sime UEP Industrial Park, 47600 Subang Jaya, Selangor Darul Ehsan.

Vehicle Preparation Centre and stock control building with total built up area of 101,956 sq.ft.

Freehold

01.12.2000

6 years

Buildings: 5.1

PROTON 2007 ANNUAL REPORT

properties owned by PROTON Group as at 31 March 2007

(continued)

229

Location Description and existing use Tenure

Date of acquisition / revaluation

Age of building

Net book value RM'million

PROPERTIES OWNED BY PROTON EDAR SDN. BHD. (CONTINUED)

Centre of Excellence (COE) & Pre-Delivery and Inspection Centre (PDI) No H.S. (D) 86596, PT No. 299 and H.S. (D) 86597, PT No. 300, TP 5 Road, Sime UEP Industrial Park, 47600 Subang Jaya, Selangor Darul Ehsan.

Administration & Operations Office and Pre-Delivery & Inspection Centre with total built up area of 30,212 sq. ft.

Freehold

01.03.2001

6 years

Land: 35.7 Buildings: 139

No. 2, Lrg. Samarinda 6A, Off Jalan Kebun H.S (D) 60042, P.T.No. 64566 Mukim Klang Selangor Darul Ehsan,

3 storey shop units with approximately 2,475.7 sq. ft. in built-up area.

Freehold

10.05.2002

5 years

Buildings: 0.7

Lot 859, Block 16 Kuching Central Land District, Stampin 41/2 Mile, Penrissen Road Kuching, Sarawak

Land with an area of 48,383.73 sq. ft. to be used for sales outlet and service centre.

Freehold

29.04.2002

5 years

Land: 2.8

No. 218089. Mukim Plentong, Daerah Johor Bahru, Johor

Land with an area of 87,120 sq. ft. to be used for sales outlet and service centre.

Freehold

29.04.2002

5 years

Land: 8.1 Buildings: 6.6

H.S(D) 63313, P.T.No. 9671 Mukim of Ampangan District of Seremban, Negeri Sembilan

Land with an area of 79,949 sq.ft. used for sales outlet and service centre is 7,175 sq.ft.

Freehold

19.07.2002

41/2 years Land: 3.1 3 years Buildings: 2.9

230

PROTON 2007 ANNUAL REPORT

properties owned by PROTON Group as at 31 March 2007

(continued)

Location

Description and existing use

Tenure

Date of acquisition / revaluation

Age of building

Net book value RM'million

PROPERTIES OWNED BY PROTON EDAR SDN. BHD. (CONTINUED)

H.S.(D) 318392, PTD 81816, Mukim of Pulai, District of Johor Bahru.

Land with an area of 57,267 sq.ft. to be used for sales outlet and service centre.

Freehold

06.08.2002

41/2 years Land: 5.1

Part of Lot 45, Held under Master Title geran 29164 Lot 5458, Mukim & District of Petaling, Selangor Darul Ehsan.

Land with an area of 87,120 sq. ft. to be used for sales outlet and service centre.

Freehold

01.08.2002

41/2 years Land: 9.7

Lot PT 22489, Mukim Batu District of Gombak, Selangor Darul Ehsan.

Land with an area of 87,120 sq. ft. to be used for sales outlet and service centre.

Freehold

26.08.2002

41/2 years Land: 7.6

Lot PT 4352, Mukim Kuah District of Langkawi, Kedah Darul Aman.

Land with an area of 51,979 sq. ft. to be used for sales outlet and service centre.

Freehold

13.09.2002

41/2 years Land: 1.4

H.S. (D) 144330, PT 40019 Mukim of Sungai Buloh, District of Petaling, Selangor Darul Ehsan.

Land with an area of 61,524 sq. ft. to be used for sales outlet and service centre.

Freehold

02.09.2002 01.03.2004

41/2 years Land: 9.3 3 years Buildings: 6.5

H.S. (D) 159654, PT.1 Jalan Kemajuan, District of Petaling Jaya, Selangor Darul Ehsan.

Land with an area of 99,862 sq. ft. to be used for sales outlet and service centre.

Freehold

24.08.2005

11/2 years Land: 13.5

PROTON 2007 ANNUAL REPORT

properties owned by PROTON Group as at 31 March 2007

(continued)

231

Location Description and existing use Tenure

Date of acquisition / revaluation

Age of building

Net book value RM'million

PROPERTIES OWNED BY PROTON EDAR SDN. BHD. (CONTINUED)

No H.S. (D) 86596, PT No. 302, TP 5 Road, Sime UEP Industrial Park, 47600 Subang Jaya, Selangor Darul Ehsan.

Land with an area of 123,853 sq. ft. to be used for stockyard area.

Freehold

05.12.2005

11/2 years Land: 5.7

PROPERTIES OWNED BY PROTON EDAR VENTURES SDN. BHD. No. H.S. (D) 588, No. PT. 2361, Mukim Gelung, District of Kubang Pasu, Kedah Darul Aman. Land with an area of 1,373,925 sq. ft. to be used as site for industrial building. Freehold 11.12.1990 17 years Land: 1.7

Lot 1229, Mergong Industrial Estate Phase 11, Mukim of Mergong, District of Kota Setar, Kedah Darul Aman.

Land with an area of 45,025 sq.ft. with a 1 1/2 storey building leased to Proton Edar Sdn. Bhd. Used as Pre-Delivery inspection and service centre.

Long 15.05.1977 leasehold (Year of expiry: 2076)

30 years

Land: 0.3 Building: 0.2

PROPERTY OWNED BY PROTON CORPORATION SDN. BHD. Lot No. 23 & 24, Section 7 Phase 1A, Pulau Indah Industrial Park, Westport, Pelabuhan Klang, Selangor Darul Ehsan. Industrial land with an area of approximately 671,204 sq. ft. used as warehouse for production export car. Long 25.02.1998 leasehold of 99 years (Year of expiry: 2097) 9 years Land: 10.1

232

PROTON 2007 ANNUAL REPORT

properties owned by PROTON Group as at 31 march 2007

(continued)

Location

Description and existing use

Tenure

Date of acquisition / revaluation

Age of building

Net book value RM'million

PROPERTIES OWNED BY LOTUS CARS LTD. (UK)

Lotus Cars Limited Land adjacent to Potash Lane, Hethel, Norwich, Norfolk NR 14 8EZ, England and Land north of Browick Road, Hethel, Norwich, Norfolk NR14 8EZ, England.

Two parcels of land with a total area of 6,286,550 sq. ft. with the factory, engineering facilities, offices and test track of Lotus Group International Ltd. Total built up area is 515,500 sq. ft.

Freehold

26.09.1968

40 years

Land: 6.4 Buildings: 80.9

PROPERTY OWNED BY GROUP LOTUS PLC.

Potash Lane Hethel, Norwich, Norfolk NR14 8EZ, England.

R&D building rented to Group's companies. Total built up area is 86,600 sq.ft.

Freehold

01.03.2000

8 years

Buildings: 14.4

PROPERTY OWNED BY MARCO ACQUISITION CORPORATION

1254 North Main St, Ann Arbor, Michigan, USA.

Land with an area of approximately 165,528 sq. ft. with office and workshop. Total built up area is 73,000 sq. ft.

Freehold

24.02.2000

Office: 87 years Workshop: 41 years

Land: 0.9 Buildings: 7.1

PROTON 2007 ANNUAL REPORT

share price and volume traded

233

Share Price (RM)

Volume ('000)

10.00

5000

9.00

4500

8.00

4000

7.00

3500

6.00

3000

5.00

2500

4.00

2000

3.00

1500

2.00

1000

1.00

500

0.00 Apr 06 May Jun July Aug Sep Oct Nov Dec Jan 07 Feb Mar Apr May Jun Jul

0

Share Price

Volume

234

PROTON 2007 ANNUAL REPORT

notice of annual general meeting

NOTICE IS HEREBY GIVEN that the Fourth (4th) Annual General Meeting of the Company will be held at the Auditorium, PROTON Centre of Excellence, KM 33.8, Westbound Shah Alam Expressway, 47600 Subang Jaya, Selangor Darul Ehsan, Malaysia on Thursday, 6 September 2007 at 10.00 a.m for the following purposes:

1. 2. To lay the Reports of the Directors and Auditors and the Audited Statement of Accounts for the year ended 31 March 2007; To elect the following Directors who retire in accordance with the Company's Articles of Association:Article 104 (i) Encik Mohammad Zainal Bin Shaari (ii) Tuan Haji Abdul Kadir Bin Md Kassim Article 111 (i) Dato' Michael Lim Heen Peok (ii) Dato' Mohd Izzaddin Bin Idris 3. 4. To approve the Directors' fees for the year ended 31 March 2007. To re-appoint Messrs PricewaterhouseCoopers as Auditors of the Company and to authorise the Directors to fix their remuneration. To transact any other ordinary business for which due notice has been given. AS SPECIAL BUSINESS To consider and, if thought fit, to pass the following Ordinary Resolution:Authority to allot and issue shares pursuant to Section 132D of the Companies Act, 1965 "THAT subject always to the provisions of the Companies Act, 1965, the Articles of Association of the Company and the approval of the relevant authorities and pursuant to Section 132D of the Companies Act, 1965, the Directors be and are hereby authorised to issue and allot shares in the Company from time to time at such price, upon such terms and conditions, for such purposes and to such person or persons whomsoever as the Directors may deem fit, provided that the aggregate number of shares to be issued pursuant to this resolution does not exceed 10 percent (%) of the issued share capital of the Company for the time being and that such authority shall continue to be in force until the conclusion of the next Annual General Meeting of the Company". RESOLUTION 8

RESOLUTION 1 RESOLUTION 2

RESOLUTION 3 RESOLUTION 4 RESOLUTION 5

RESOLUTION 6 RESOLUTION 7

5. 6.

PROTON 2007 ANNUAL REPORT

notice of annual general meeting

235

By Order of the Board

MOHD NIZAMUDDIN BIN MOKHTAR

(LS NO. 006128)

Company Secretary Shah Alam 15 August 2007

NOTES:

1. 2. A member of the Company entitled to attend and vote at the Meeting is entitled to appoint one or more proxies to attend and vote in his stead.A proxy may but need not be a member of the Company and the provision of Section 149(1)(b) of the Companies Act, 1965 shall not apply. The instrument appointing a proxy must be in writing under the hands of the appointor or his attorney duly authorised in writing or, if such appointor is a corporation, under its common seal or the hand of an officer or attorney duly authorised. If the Form of Proxy is signed under the hand of an officer duly authorised, it should be accompanied by a statement reading "signed as authorised officer under Authorisation Document which is still in force, no notice of revocation having been received." If the Form of Proxy is signed under the attorney duly authorised, it should be accompanied by a statement reading "signed under Power of Attorney which is still in force, no notice of revocation having been received". A copy of the Authorisation Document or the Power of Attorney, which should be valid in accordance with the laws of the jurisdiction, in which it was created and is exercised, should be enclosed. The maximum number of proxies that may be appointed is two. Where a member appoints more than one proxy, the appointment shall be invalid unless he specifies the proportion of his shareholdings to be represented by each proxy. Where a member of the Company is an authorised nominee as defined under the Securities Industry (Central Depositories) Act 1991, it may appoint at least one proxy in respect of each securities account it holds with ordinary shares of the Company standing to the credit of the said securities account. Every appointment submitted by an authorised nominee as defined under the Securities Industry (Central Depositories) Act, 1991, must specify the CDS Account Number. The instrument appointing the proxy must be deposited at the office of the Registrar, Tenaga Koperat Sdn Bhd, 20th Floor, Plaza Permata, Jalan Kampar, Off Jalan Tun Razak, 50400 Kuala Lumpur not less than forty eight (48) hours before the time appointed for the meeting. For the purpose of determining a member who shall be entitled to attend the Meeting, the Company shall be requesting Bursa Malaysia Depository Sdn Bhd, in accordance with Article 67(b) of the Company's Articles of Association and Section 34(1) of the Securities Industry (Central Depositories) Act, 1991 to issue a General Meeting Record of Depositors as at 28 August 2007. Only a depositor whose name appears on the General Meeting Record of Depositors as at 28 August 2007 shall be entitled to attend the said meeting or appoint proxies to attend and/or vote on his stead.

3. 4.

5. 6.

EXPLANATORY NOTES TO THE SPECIAL BUSINESS:The Ordinary Resolution No. 8, if passed, will give the Directors of the Company the authority to issue shares in the Company up to an amount not exceeding in total 10% of the issued and paid up capital of the Company for such purposes as the Directors consider would be in the interest of the Company. This would avoid any delay and cost involved in convening a general meeting to specifically approve such an issue of shares. This authority, unless revoked or varied at a general meeting, will expire at the next Annual General Meeting of the Company.

236

PROTON 2007 ANNUAL REPORT

statement accompanying the notice of annual general meeting

"STATEMENT ACCOMPANYING THE NOTICE OF FOURTH (4TH) ANNUAL GENERAL MEETING" Pursuant to Paragraph 8.28(2) of the Listing Requirements of Bursa Malaysia Securities Berhad, appended hereunder are:

DIRECTORS STANDING FOR RE-ELECTION Directors who are standing for re-election at the Fourth (4th) Annual General Meeting of the Company which will be held at the Auditorium, PROTON Centre of Excellence, KM 33.8, Westbound Shah Alam Expressway, 47600 Subang Jaya, Selangor Darul Ehsan, Malaysia on Thursday, 6 September 2007 at 10.00 a.m. pursuant to the Company's Articles of Association.

Article 104 (i) Encik Mohammad Zainal Bin Shaari (ii) Tuan Haji Abdul Kadir Bin Md Kassim Article 111 (i) Dato' Michael Lim Heen Peok (ii) Dato' Mohd Izzaddin Bin Idris Refer to Page 27 of the Annual Report Refer to Page 28 of the Annual Report

Refer to Page 30 of the Annual Report Refer to Page 31 of the Annual Report

FORM OF PROXY

No. of Shares held CDS Account No. of Authorised Nominee

(name of shareholder, in capital letters) I/We (new) (old) ID No./Company No. NRIC No. (full address) being a member of Proton Holdings of Berhad, hereby appoint (name of proxy as per NRIC, in capital letters) NRIC No. (old) or failing him/her (new) (name of proxy as per NRIC, in capital letters) NRIC No. (new) (old)

or failing him/her, the CHAIRMAN OF THE MEETING as my/our proxy to vote for me/us on my/our behalf at the Fourth (4th) Annual General Meeting of the Company to be held at the Auditorium, PROTON Centre of Excellence, KM 33.8, Westbound Shah Alam Expressway, 47600 Subang Jaya, Selangor Darul Ehsan, Malaysia on Thursday, 6 September 2007 at 10.00 a.m and at any adjournment thereof.

My/Our proxy is to vote as indicated below:ORDINARY RESOLUTIONS 1. To elect the following Directors who retire in accordance with the Company's Articles of Association:Article 104 i. Encik Mohammad Zainal Bin Shaari ii. Tuan Haji Abdul Kadir Bin Md Kassim Article 111 i. Dato' Michael Lim Heen Peok ii. Dato' Mohd Izzaddin Bin Idris 2. 3. 4. 5. To approve the Directors' fees for the year ended 31 March 2007. To re-appoint Messrs PricewaterhouseCoopers as Auditors of the Company and to authorise the Directors to fix their remuneration. To transact any other ordinary business for which due notice has been given. AS SPECIAL BUSINESS To consider and, if thought fit, to pass the following resolution:Ordinary Resolution - Authority to allot and issue shares pursuant to Section 132D of the Companies Act, 1965. Resolution 1 Resolution 2 Resolution 3 Resolution 4 Resolution 5 Resolution 6 Resolution 7 FOR AGAINST

Resolution 8

(Please indicate with an "X" in the spaces provided how you wish your vote to be cast. If you do not do so, the proxy will vote or abstain from voting at his/her discretion.)

Dated this

day of

2007.

For appointment of more than one proxy, number of shares and percentage of shareholdings to be represented by the proxies:-

No. of shares

Percentage

Proxy 1 Proxy 2

% %

Signature/Common Seal of Appointer

NOTES:

1. 2. A member of the Company entitled to attend and vote at the Meeting is entitled to appoint one or more proxies to attend and vote in his stead.A proxy may but need not be a member of the Company and the provision of Section 149(1)(b) of the Companies Act, 1965 shall not apply. The instrument appointing a proxy must be in writing under the hands of the appointor or his attorney duly authorised in writing or, if such appointor is a corporation, under its common seal or the hand of an officer or attorney duly authorised. If the Form of Proxy is signed under the hand of an officer duly authorised, it should be accompanied by a statement reading "signed as authorised officer under Authorisation Document which is still in force, no notice of revocation having been received." If the Form of Proxy is signed under the attorney duly authorised, it should be accompanied by a statement reading "signed under Power of Attorney which is still in force, no notice of revocation having been received". A copy of the Authorisation Document or the Power of Attorney, which should be valid in accordance with the laws of the jurisdiction, in which it was created and is exercised, should be enclosed. The maximum number of proxies that may be appointed is two. Where a member appoints more than one proxy, the appointment shall be invalid unless he specifies the proportion of his shareholdings to be represented by each proxy. Where a member of the Company is an authorised nominee as defined under the Securities Industry (Central Depositories) Act 1991, it may appoint at least one proxy in respect of each securities account it holds with ordinary shares of the Company standing to the credit of the said securities account. Every appointment submitted by an authorised nominee as defined under the Securities Industry (Central Depositories) Act, 1991, must specify the CDS Account Number. The instrument appointing the proxy must be deposited at the office of the Registrar, Tenaga Koperat Sdn Bhd, 20th Floor, Plaza Permata, Jalan Kampar, Off Jalan Tun Razak, 50400 Kuala Lumpur not less than forty eight (48) hours before the time appointed for the meeting. For the purpose of determining a member who shall be entitled to attend the Meeting, the Company shall be requesting Bursa Malaysia Depository Sdn Bhd, in accordance with Article 67(b) of the Company's Articles of Association and Section 34(1) of the Securities Industry (Central Depositories) Act, 1991 to issue a General Meeting Record of Depositors as at 28 August 2007. Only a depositor whose name appears on the General Meeting Record of Depositors as at 28 August 2007 shall be entitled to attend the said meeting or appoint proxies to attend and/or vote on his stead.

3. 4.

5. 6.

Fold Here

STAMP

TENAGA KOPERAT SDN. BHD.

20th Floor, Plaza Permata Jalan Kampar, Off Jalan Tun Razak 50400 Kuala Lumpur

Fold Here

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