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Year 2010: 10 Years Listed and Going Strong

After a decade of being listed, our team has arrived at another important milestone in our young history. Now is the time to celebrate our success and cherish our people as we reflect on the path that has led us to where we are today. But the journey has only begun. As we stand tall on the new platform, we set our sights farther, on an even greater future. Here we come, with another decade of value creation for all.

MISSION

we create nourishing products from agro resources, leading to benefit for all parties

VISION

to be the preferred global agro based enterprise

VALUES

integrity, win-win, team work, innovative

PERSONALITY

progressive, trustworthy, initiative, humility

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TABLE OF CONTENTS

Principal Activities 6 Group Corporate Structure 8 Five Years Financial Summary 9 Corporate Information 10 Board of Directors 12 Directors' Profile 14 Chairman's Statement 19 Group Managing Director's Report 20 Audit Committee Report 22 Corporate Governance Statement 24 Statement of Directors' Responsibilities 31 Statement on Internal Control 32 Corporate Social Responsibility at QL 33 Financial Statements 35 List of Properties 106 Shareholders' Analysis Report 108 Notice of Annual General Meeting 110 Recurrent Related Party Transactions 112 Form of Proxy 117

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QL today is a diversified resource and agricultral-based group with three core principal activities: Marine Products Manufacturing, Integrated Livestock Farming and Crude Palm Oil Milling.

Marine Products Manufacturing Activities (MPM)

Asia's largest producer of Surimi(fish paste). Surimi-based products and Fishmeal. Leading deep sea fishing and frozen fish processor in Peninsular East Coast and Sabah.

Integrated Livestock Activities (ILF)

Leading distributor of animal feed raw materials in Malaysia. Leading producer of poultry eggs in Malaysia. (As at June 2010: 2.5 million eggs per day). Leading integrated broiler and breeder producer in East Malaysia.

Palm Oil Activities (POA)

Two independent CPO Mills in Tawau and Kunak(Sabah). 3,000 acres mature oil palm plantation around Tawau(Sabah). 30,000 acres of Oil palm plantation in Eastern Kalimantan, Indonesia. Planted as at June 2010: 18,500 acres.

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as at 30.06.2010

QL Resources Berhad

Integrated Livestock Farming

QL Feedingstuffs Sdn. Bhd. 100%

Marine Products Manufacturing

QL Fishery Sdn. Bhd. 100%

Palm Oil Activities

QL Oil Sdn. Bhd. 100%

100% Chingsan Development Sdn. Bhd. 100% Maxincome Resources Sdn. Bhd.

100% Figo Foods Sdn. Bhd.

60% QL Fujiya Pastry Sdn. Bhd.

100% QL BioEnergy Sdn. Bhd. 78.42% QL Mutiara (S) Pte. Ltd.

100% QL Marine Products Sdn. Bhd. 100% QL Feed Sdn. Bhd.

100% Hybrid Figures Sdn. Bhd.

95% PT Pipit Mutiara Indah

100% QL Fresh Choice Seafood Sdn. Bhd.

100% QL Green Energy Sdn. Bhd. 2

80% QL NatureCo Sdn. Bhd.

100% QL Palm Pellet Sdn. Bhd.

100% QL Palm Pellet System Sdn. Bhd.

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90% Pacific Vet Group (M) Sdn. Bhd.

100% QL Pacific Vet Group Sdn. Bhd.

70.59% QL Endau Marine Products Sdn. Bhd.

100% QL Endau Deep Sea Fishing Sdn. Bhd. 0.5% 100% QL Endau Fishmeal Sdn. Bhd.

100% QL ZeroPoint Green Energy Sdn. Bhd.

50.50% QL AgroBio Sdn. Bhd. 100% QL Agrofood Sdn. Bhd.

100% QL Agroventures Sdn. Bhd. 100% Rikawawasan Sdn. Bhd.

100% QL Plantation Sdn. Bhd.

100% QL Tawau Palm Pellet Sdn. Bhd. 7 100% QL Tawau Biogas Sdn. Bhd. 8

100% QL Foods Sdn. Bhd.

100% QL Aquaculture Sdn. Bhd. 3

100% QL Biomass Sdn. Bhd. 9 100% QL Fishmeal Sdn. Bhd.

99.95% PT QL Hasil Laut

80% QL AgroResources Sdn. Bhd.

100% QL Livestock Farming Sdn. Bhd.

82% QL Lian Hoe Sdn. Bhd. 4 100% QL Deep Sea Fishing Sdn. Bhd. 100% QL Farms Sdn. Bhd.

100% Adequate Triumph Sdn. Bhd. 100% QL Tawau Feedmill Sdn. Bhd. 100% QL Breeder Farm Sdn. Bhd. 100% QL Inter-Food Sdn. Bhd. 100% QL Green Resources Sdn. Bhd.1 100% QL Lian Hoe (S) Pte Ltd 5

100% QL Feedmills Sdn. Bhd. 100% QL Poultry Farms Sdn. Bhd. 85% QL Ansan Poultry Farm Sdn. Bhd.

100% QL Rawang Poultry Farm Sdn. Bhd.

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100% QL Realty Sdn. Bhd.

80% PT QL Trimitra 1% 99% PT QL Agrofood

100% QL Vietnam AgroResources Liability Ltd Co

Formerly: Tong Her Marine Products Sdn. Bhd. Formerly: Pasifik Raya Sdn. Bhd. 3 Formerly: Glamour Harmony Sdn. Bhd. 4 Formerly: Riteshop Sdn. Bhd. 5 Formerly: NFood Industry Pte. Ltd 6 Formerly: Artisan Intelek Sdn. Bhd. 7 Formerly: Rentak Prisma Sdn. Bhd. 8 Formerly: Utusan Ceria Sdn. Bhd. 9 Formerly: Tophill Corporation Sdn. Bhd.

1,476.40

1,106.12

136.02

106.91

1,306.83

1,397.91

89.33

953.53

1,118.52

109.89

827.80

80.80

1,010.55

670.84

583.14

,06 , 07 ,08 ,09 ,10

Turnover RM Million

,06 ,07 ,08 ,09 ,10

Profit Before Tax RM Million

58.88

,06 ,07 ,08 ,09 ,10

Profit After Tax After Minority Interest RM Million

48.34

,06 ,07 ,08 ,09 ,10

Total Assets RM Million

,06 ,07 ,08 ,09 ,10

Net Tangible Assets RM Million

2006 RM MIL Restated Turnover Profit Before Tax Profit After Tax After Minority Interest Total Assets Net Tangible Assets Profit as % of Turnover Before Tax After Tax Earnings Per Share (sen) - Basic #

Net Tangible Assets Per Share (sen) Paid-up share Capital No. of share in Issue

2007 RM MIL

2008 RM MIL

2009 RM MIL

245.74

1,010.55 58.88 ** 48.34 583.14 245.74

1,118.52 77.13 63.25 670.84 294.52

1,306.83 95.82 80.80 827.80 356.84

1,397.91 109.89 89.33 953.53 412.40

294.52

77.13

63.25

2010 RM MIL

1,476.40 136.02 106.91 1,106.12 496.45

5.84 4.78

13 ^ 111.70 110.00 220.00

6.90 5.65

16 133.87 111.00 220.00

7.33 6.18

20 162.20 111.00 220.00

7.86 6.39

23 125.85 165.00 327.68 ***

356.84

95.82

9.21 7.24

27 127.01 197.59 390.86 ***

# Adjusted for share split in 2005 and bonus issue in 2005, 2006, 2008 and January 2010 ^ Adjusted for share placements in 2006 ** Restated to comply with FRS *** Adjusted for treasury shares

412.40

496.45

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CORPORATE INFORMATION

Board of Directors

YM Tengku Dato' Zainal Rashid Bin Tengku Mahmood Chairman/Independent NonExecutive Director Chia Song Kun Managing Director Chia Seong Pow Executive Director Chia Seong Fatt Executive Director Chia Song Kooi Executive Director Chia Song Swa Executive Director Chia Mak Hooi Executive Director Chieng Ing Huong, Eddy Senior Independent Non-Executive Director Teh Kim Teh Independent Non-Executive Director

Audit Committee

YM Tengku Dato' Zainal Rashid Bin Tengku Mahmood Chairman/Independent NonExecutive Director Chieng Ing Huong, Eddy Senior Independent Non-Executive Director Teh Kim Teh Independent Non-Executive Director

Principal Bankers

Alliance Bank Berhad CIMB Bank Berhad Citibank Berhad Deutsche Bank (Malaysia) Berhad Hong Leong Bank Berhad HSBC Bank Malaysia Berhad Malayan Banking Berhad Rabobank RHB Bank Berhad Standard Chartered Bank Malaysia

Remuneration Committee

YM Tengku Dato' Zainal Rashid Bin Tengku Mahmood Chairman/Independent NonExecutive Director Chia Song Kun Non-Independent Executive Director Chieng Ing Huong, Eddy Senior Independent Non-Executive Director

Registrars

Bina Management (M) Sdn Bhd Lot 10, The Highway Centre Jalan 51/205 46050 Petaling Jaya Selangor Darul Ehsan Tel: 03-7784 3922 Fax: 03-7784 1988

Stock Exchange Listing

Main Board of Bursa Malaysia Securities Berhad

Nomination Committee

YM Tengku Dato' Zainal Rashid Bin Tengku Mahmood Chairman/Independent NonExecutive Director Chieng Ing Huong, Eddy Senior Independent Non-Executive Director

Company Secretary

Ng Geok Ping (MAICSA 7013090)

Investor Relation

Mr. Freddie Yap Tel: 03-7801 2288 Fax: 03-7801 2222 E-mail: [email protected]

Auditors

KPMG Chartered Accountants Level 10, KPMG Tower 8, First Avenue Bandar Utama 47800 Petaling Jaya Selangor

Registered Office

No 16A, Jalan Astaka U8/83 Bukit Jelutong 40150 Shah Alam Selangor Darul Ehsan Tel: 03-7801 2288 Fax: 03-7801 2228

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YM Tengku Dato' Zainal Rashid Bin Tengku Mahmood Chairman, Independent Non-Executive Director Mr. Chia Song Kun Managing Director Mr. Teh Kim Teh Independent Non-Executive Director Mr. Chia Seong Fatt Executive Director Mr. Chieng Ing Huong, Eddy Senior Independent Non-Executive Director

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Mr. Chia Seong Pow Executive Director Mr. Chia Song Swa Executive Director Mr. Chia Song Kooi Executive Director

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9 Mr. Chia Mak Hooi Executive Director

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YM Tengku Dato' Zainal Rashid Bin Tengku Mahmood, age 71, Malaysian, is the Chairman & Independent NonExecutive Director of the Company since 3 January 2000. He has a wide range of experience, having been actively involved in a variety of business over the last 40 years. Yang Mulia Tengku has an MBA from Syracuse University, USA. He began his business career with the Harper Gilfillan Group (a diversified British organisation) in the early 1960's and retired as the Group Managing Director of Harper Wira Sdn. Bhd. Currently, the Executive Chairman of K-Line Maritime (Malaysia) Sdn. Bhd., a Malaysian-Japanese joint-venture company with K-Line Tokyo, one of the biggest Japanese shipping company. He also sits on the boards of several other companies. Apart from managing various companies, Yang Mulia Tengku is also actively involved in the affairs of maritime related organisations. He was the Chairman of the International Shipowners Association of Malaysia (ISOA) and past president of I.C.H.C.A. Malaysian chapter. He also sat on the Boards of Klang and Kuantan Port Authorities for more than a decade. In addition to maritime bodies, Yang Mulia Tengku is also an active participant in the affairs of Chambers of Commerce. He is past President of the Malaysian International Chamber of Commerce and Industry (MICCI) and a Vice-President of the National Chamber of Commerce and Industry of Malaysia (NCCIM). At the Asean level, he was Malaysia Chairman of the Asean Chambers of Commerce and Industry. Yang Mulia Tengku was also on the board of MIDA, a Council Member of the Malaysia-India Business Council and the Malaysian Norway Business Council and a Director of Port Klang Free Zone Sdn. Bhd., a GLC. Yang Mulia Tengku Dato' Zainal Rashid is also the Hononary Consul of Norway. He attended all the 4 board of directors' meetings held for the financial year. He has no family relationship with any Director and/ or major shareholders of QL. He has no conflict of interest with the Company and he has no convictions for any offences within the past ten years.

Mr. Chia Song Kun, age 60, Malaysian, is the Managing Director of the Company since 3 January 2000. He graduated with a Bachelor of Science (Honours) degree majoring in Mathematics from University of Malaya in 1972 and obtained a Master degree in Business Administration in 1988 from the same university. He is the founder member of QL Group, was appointed as the managing director of QL Feedingstuffs Sdn. Bhd. on 22 June 1987. He is overall in charge of the Group's operations. He started his career in 1973 as a tutor in the University of Malaya and subsequently joined University Teknologi Mara, Shah Alam, as a lecturer where he served for 11 years until 1984. Mr Chia Song Kun incorporated CBG Holdings Sdn. Bhd. (currently, one of QL Group's substantial shareholders) in 1984 to commence the business of distributing fishmeal and other feed-meal raw materials. Together with the help of his family members, he has successfully nurtured, developed and transformed the QL Group into a diversified agricultural based group with an annual turnover of more than RM1.4 billion. He is also a founder member Inti Universal Holdings Berhad. The Company is one of the leading private colleges in Malaysia. On 5 July 2008, he was conferred the honorary degree of Doctor of Laws (Hon LLD) by the Honorary Awards Board of the University of Hertfordshire in recognition of his outstanding contribution to the development of business and education in Malaysia. Mr Chia Song Kun is the brother to Mr Chia Song Swa and Mr Chia Song Kooi. He is also the brother-in-law to Mr Chia Seong Pow and Mr Chia Seong Fatt. He is the director and substantial shareholder of CBG Holdings Sdn. Bhd. of which is the major shareholder of QL. He attended all the 4 board of directors' meetings held for the financial year. He has no conflict of interest with the Company and he has no convictions for any offences within the past ten years.

Mr. Teh Kim Teh, age 56, Malaysian, is an Independent NonExecutive Director of the Company since 4 December, 2003. Mr. Teh studied Business Management in Tunku Abdul Rahman College, Kuala Lumpur and completed the professional course of the Institute of Chartered Secretaries And Administrators, United Kingdom in 1978. He is now an Associate member (Chartered Secretary) of the said Institute. He graduated from the University of The West of England with LL.B (Hons) in 1986. He is an advocate and solicitor of the High Court of Malaya and is now the principal partner of Messrs. Teh Kim Teh, Salina & Co., advocates & solicitors in Klang, Selangor. Mr. Teh has worked as a company secretary, management consultant and law lecturer before entered into legal practice in 1991. He was an independent director of Audrey International (M) Berhad from 1999 to 2001. Mr. Teh is also a director of several non-listed property development companies. He is also actively involved in social and educational services. He is the Chairman of Persatuan Engyong Teh, Selangor, Chairman of the Board of Governors of SMJK Kwang Hua Klang, Vice-Chairman of the Board of Governors of SM (PSDN) Kwang Hua, Klang, Committee Member of other societies and legal advisors to several social, educational and commercial associations and organizations. He attended all the 4 board of directors' meetings held for the financial year. Mr. Teh has no family relationship with any director and/or major shareholder of the Company and he has no conflict of interest with the Company and he has no conviction for any offences within the past 10 years.

Mr. Chia Seong Fatt, age 54, Malaysian, is an Executive Director of the Company since 3 January 2000. He obtained his B.Sc. Honours degree in chemistry from University of London in 1979. He practised as an industrial chemist for 3 years before he pursued further studies in University Malaya. In 1984, he graduated from University of Malaya with a Master degree in Business Administration. He served for seven years as Managing Director in Sri Tawau Farming Sdn. Bhd., a company involved in layer farming. The Company is an associated company of Lay Hong Berhad, a company listed on the Main Market of the Bursa Malaysia Securities Berhad. In 1991, he was appointed as Managing Director of QL Farms Sdn. Bhd., a subsidiary of QL to take charge of its operations in Tawau. In January 1996 he was appointed an Executive Director of QL Feedingstuffs Sdn. Bhd. in charge of layer farm and CPO milling operations. In view of the restructuring of the QL Group, he has resigned as a director of QL Feedingstuffs Sdn. Bhd., however he is still in charge of layer, broiler farm and CPO milling operations in Tawau. He is the elder brother to Mr Chia Seong Pow. Both of them are brothers-in-law to Mr Chia Song Kun. He is the director and substantial shareholder of Farsathy Holdings Sdn. Bhd., of which is the major shareholder of QL. He attended all the 4 board of directors' meetings held for the financial year. Mr Chia Seong Fatt has no conflict of interest with the Company and he has no convictions for any offences within the past ten years.

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Mr. Chieng Ing Huong, Eddy, age 52, Malaysian, is a Senior Independent and Non-Executive Director of the Company since 24 December 2001. He is a member of Audit, Nomination and Remuneration Committees. Mr Chieng graduated in 1980 from the University of New South Wales, Australia with a Bachelor of Commerce Degree with Merit in Accounting, Finance and Information Systems. He is qualified as a Chartered Accountant in 1981 and he is a member of the Institute of Chartered Accountants, Australia. He is also a Chartered Accountant registered with the Malaysian Institute of Accountants since 1983. He has extensive senior management and working experience in both Malaysia and Australia. He was the Founder/Director and substantial shareholder of Nationwide Express Courier Services Berhad, a company listed on the Main Market of the Bursa Malaysia Securities Berhad. Since March 1999, he is the Senior Vice PresidentBusiness Development of Hwang-DBS Investment Bank Berhad which is involved in stockbroking, corporate finance and equity research. Other than being the Managing Director of his private group of companies, Mr Chieng is also the Chairman of Selangor Dredging Berhad and Esthetics International Group Berhad. He was previously the Independent and Non-Executive Directors of Ancom Berhad and Nylex (Malaysia) Berhad respectively and the Chairman of Asia Poly Holdings Berhad. He attended all the 4 board of directors' meetings held for the financial year. He does not have any family relationship with any director and/or major shareholder of the Company. Mr Chieng has no conflict of interest with the Company and he has no convictions for any offences within the past ten years.

Mr. Chia Seong Pow, age 54, Malaysian, is an Executive Director of the Company since 3 January 2000. He graduated from Tuanku Abdul Rahman College with a diploma in Building Technology. He is one of the founder members of QL Group. He joined CBG Holdings Sdn. Bhd., a substantial shareholder of QL, as Marketing Director in 1984. He has more than 25 years of experience in the livestock and food industry covering layer farming, manufacturing, trading and shipping. Currently Mr Chia Seong Pow is mainly in charge of regional merchanting trade in food grains, besides that he is also in charge of new business developments. A majority of the Group's new expansion programmes were initiated by him. He is the younger brother to Mr Chia Seong Fatt. Both of them are brothers-in-law to Mr. Chia Song Kun. He is the director and substantial shareholder of Farsathy Holdings Sdn. Bhd., of which is the major shareholder of QL. He attended all the 4 board of directors' meetings held for the financial year. Mr Chia Seong Pow has no conflict of interest with the Company and he has no convictions for any offences within the past ten years.

Mr. Chia Song Swa, age 50, Malaysian, is an Executive Director of the Company since 3 January 2000. He holds a degree in Chemistry and Statistics from the University of Campbell, USA. He began his career at Genting Berhad, a company listed on the Bursa Malaysia Securities Berhad as a Management Trainee in 1984 and served for 2 years. In 1987 he joined QL Feedingstuffs Sdn. Bhd. as a sales executive and was appointed as a director of QL Feedingstuffs Sdn. Bhd. in 22 June 1987. In line with the transfer of business from QL Feedingstuffs Sdn. Bhd. to QL Feed Sdn. Bhd., he was appointed as the director in charge of sales and trading function at QL Feed Sdn. Bhd. As a result of his vast experience in feed raw material distribution, he has helped the Company to establish a very strong distribution network. He is the brother to Mr Chia Song Kun and Mr Chia Song Kooi. He has indirect interest by virtue of his interest in CBG Holdings Sdn. Bhd., a major shareholder of QL. He attended all the 4 board of directors' meetings held for the financial year. Mr Chia Song Swa has no conflict of interest with the Company and he has no convictions for any offences within the past ten years.

Mr. Chia Song Kooi, age 50, Malaysian, is an Executive Director of the Company since 3 January 2000. He holds a bachelor of Agricultural Science from University Putra Malaysia (1985). He began his career with Ancom Berhad, a company listed on the Main Market of the Bursa Malaysia Securities Berhad as a marketing executive for agro-chemical products and eventually headed the Product and Market Development Division in 1987. He joined QL Feedingstuffs Sdn. Bhd. as an executive director on 21 September 1988. He has 20 years experience in farm management and in trading of raw materials for farm use. He is currently the Deputy Chairman of Sabah Livestock Poultry Association. In view of the restructuring of the QL Group, he has resigned as a director of QL Feedingstuffs Sdn. Bhd. He is overall in charge of the group's Kota Kinabalu operations. Mr Chia Song Kooi is the brother to Mr Chia Song Kun and Mr Chia Song Swa. He has indirect interest by virtue of his interest in CBG Holdings Sdn. Bhd., a major shareholder of QL. He attended all the 4 board of directors' meetings held for the financial year. Mr Chia Song Kooi has no conflict of interest with the Company and he has no convictions for any offences within the past ten years.

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Mr. Chia Mak Hooi, age 44, Malaysian, is an Executive Director of the Company. He graduated from Arizona State University, USA with a degree in Accounting and Finance in 1988.

He began his career with a local audit firm in Los Angeles for 1 year. Subsequently he joined Concept Enterprises Inc. USA as an Assistant Accountant for 2 years. After returning from the USA in 1991, with his exposure in USA, he joined QL Feedingstuffs Sdn. Bhd. as a Finance Manager in charge of accounts, tax and audit planning and corporate financial management and liaised with bankers for banking facilities. In 1996, he was appointed as a Director of QL Feedingstuffs Sdn. Bhd. Currently he is the Finance Director of EITA Resources Berhad (Formerly known as EITA Holdings Sdn. Bhd.) group of companies which is involved in the trading of electrical, information technology and business automation products. He is the nephew to Mr Chia Song Kun, Mr Chia Song Swa and Mr Chia Song Kooi. He has indirect interest by virtue of his interest in CBG Holdings Sdn. Bhd., a major shareholder of QL. He attended all the 4 board of directors' meetings held for the financial year. Mr Chia Mak Hooi has no conflict of interest with the Company and he has no convictions for any offences within the past ten years.

QL's minimum dividend payout policy of 25%. Our return to shareholders in terms of share price appreciation was 69% in the financial year 2010. Again, this was ahead of the FTSE Bursa Composite Index which only increased by 53% in the same period. In terms of relative performance, QL has also outperformed the broader market by about 10% during the financial year 2010. What is most gratifying is that our dedication and diligence has been recognised and rewarded. I would like to share three of these acknowledgments with you. 1. FTSE-Bursa Malaysia Mid 70 Index On 21st December 2009, QL was included as one of component stocks of the FTSE-Bursa Malaysia Mid 70 Index. The FTSE Bursa Malaysia Mid 70 Index comprises the next 70 companies in Bursa Malaysia by full market capitalisation after the FTSE Bursa Malaysia Top 30 Companies in the Main Composite Index. This inclusion is indeed a proud moment and a milestone in QL's history. 2. Prosperity Stocks In March 2010 we were selected by Phillip Capital Asset Management as one of the nine prosperity stocks in Bursa Malaysia. These are the stocks that have recorded continuous growth in pre-tax profit for the past 10 years and are listed for at least nine years. In other words, these are the stocks that have stood the test of time. 3. Billion Ringgit Club In July 2010 QL was selected by The Edge to be an elite member of The Billion Ringgit Club (BRC). In order to be member of this elite group a company must be listed on Bursa Malaysia and have an annual turnover of at least RM1 billion, or have a stock market capitalisation of at least RM1 billion. In addition, QL was also recognised as one of the Top Ten Company of the Year. The Top Ten companies were recognised as the best of Corporate Malaysia for their profit performance, shareholder value creation and corporate social responsibility. Once again the Board and I are extremely grateful to our people who have worked very hard to enable QL to continue its respectable earnings growth, despite this difficult business environment. My personal view of the prospect of global economic recovery remains cloudy. But as always, QL is well prepared to sail in any economic weather and I look forward to happy faces this coming annual general meeting. Tengku Dato' Zainal Rashid Bin Tengku Mahmood Chairman

12 months ago I wrote about the uncertain global economy, slowing growth rate and rising unemployment. I went on to mention that QL's resilient business model gave us reason to believe we could weather the storm and come through stronger than ever. Well, these predictions came to pass. Economic conditions were every bit as challenging as we predicted and QL managed another year of stellar performance. I am pleased to report that for the financial year 2010 QL achieved a turnover of RM1.47 billion, up 6% on the previous year. Pre-tax profit rose to RM136 million, a 24% rise on 2009, while profit after tax rose to RM107 million, up 20% from last year. This is a clear demonstration that QL is steady in the face of economic turbulence. DIVIDENDS, BONUS ISSUE AND SHARE PRICE In past years we have rewarded our shareholders through dividends, bonus issues and share price appreciation. Loyal shareholders who held on to QL shares through the financial year 2010 were once again rewarded with an increase in dividends as well as an improved share price. In February 2010 we completed a bonus issue exercise of 66 million new ordinary QL shares at RM0.50 each, on the basis of one new QL share for every five existing QL shares. In addition to these new bonus shares, all shareholders also received more good news as the board recommended a single tier final dividend of 7.5 sen per share (up from 7.0 sen per share last year) .This represents a payout ratio of 27.5%, which is in line with

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revenue growth. Our fisheries activities were affected by global economic slowdown especially surimi prices in the first half of the financial year. However, year on year, our revenue still improved by 10% and earnings improved by 23%. This is a reflection of our resiliency. Our resiliency is due to measures taken over the years to expand our value chain. We carried out vertical and backward integration in our fishery operations so as to buffer ourselves from any economic downturn. For example, in addition to our existing chilled & dried surimi-based products, we started the frozen surimi-based product range which extended our market and increased our geographical reach. We continue to invest in deep sea fishing fleet to increase our own fish supplies. Notwithstanding the uncertainties in the economy, we are replicating our fisheries activities in Surabaya, Indonesia. Construction of our new surimi and fishmeal plant was started in April 2010 and will be completed within one year. Our integrated livestock farming (ILF) activities also had a great year. ILF's turnover and earnings grew 10% and 34% year on year respectively, driven by higher volume of farm products and animal feed raw materials. We have had a busy year in our drive to be a major producer of eggs domestically and regionally. In Malaysia, we have increased our egg productions to 2.5 million eggs per day, from 2 million eggs per day in the previous year. Regionally, we have started construction of our poultry farms in Vietnam (Ho Chi Minh) and Indonesia (Cianjur) during the first quarter of FY 2011.

Many of you would recall that in early 2009, the US and other advanced economies were experiencing its longest recession in the postwar era and many economists were of the opinion this recession is not going to end soon and that it will be a `long slog'. Malaysia's GDP growth was also impacted severely, suffering a drop of -6.2% in the quarter ended March 2009.

Amongst the 3 core businesses, our palm oil activities are still the smallest. In FY 2010, turnover was up 2% to RM273 million but profit QL's FY2010 therefore started amid was lower at RM8 million sentiments of poor confidence, against previous year of however despite these difficult Uninterrupted growth for 23 years RM10 million. The reduction economic environment which in profit was mainly due to saw a sharp contraction in 10 years average ROE of 23% since listing crude palm oil mills margins economic activity worldwide, our being squeezed by lower performance continue to grow even 10 years PAT CAGR of 23% since listing extraction rates as well as stronger than FY 2009 delivering 10 years share price CAGR of 23% competition for FFB (fresh a great set of results. QL`s turnover Fruit Bunches) supplies. grew by 6% to RM1.47 billion from However, on a longer term scenario, we are very previous year. positive about our oil palm plantation development Our profit before tax of RM136 million grew a in Eastern Kalimantan, Indonesia. We expect our respectable 24% in FY 2010. We are proud of Indonesian operation to have significant earnings achieving this respectable result against such difficult contribution by FY 2012 or latest by FY 2013. economic backdrops. More importantly, I would

a year of four 23s

like to express my deepest appreciation to the management and staff for their commitment and hard work in their untiring contributions towards another great year for QL. In FY 2010, all our three cores businesses of fisheries, poultry livestock and oil palm activities registered

In March 2010, we celebrated the 10th anniversary of QL as a listed entity in Bursa Malaysia. Although we have only been listed for 10 years but this company is 23 years old. By coincidence, we have a story of four 23s to tell. This year, we are in our 23rd years of uninterrupted growth. In the 10 years since we were listed, we have achieved a 10 years average ROE of

23%, a 10 years profit after tax's CAGR (compounded annual growth rate) of 23% and a 10 years share price CAGR of 23%. So, the story of four 23s is a good story to remember. Although of late, Malaysia GDP was up 10.1% in the quarter ended March 2010, however according to a recent report in June 2010 by `The United Nation' on World Economic Situation and Prospects, which highlights that while the world economy has rebounded slightly in the first half of 2010, the pace of the recovery is still too weak to close the global output gap left by the crisis. The report also points out that the recovery is uneven across countries, with encouraging growth prospects for some developing countries, but lacklustre economic activity in developed economies, and major attentions are need to be addressed to solidify and broaden the recovery. There are still risks of a `double dip' recession in EU as governments' embraces austerity policies which may lead to fall in private consumptions. All these risks points toward a possible and an unavoidable slower economy in Malaysia. Hence, we expect many more challenges ahead and we are always mindful of the risks associated with these tough economic backdrops. With 10 years of respectable results and experiences through sailing against numerous rough economic seas, I remained confident that FY 2011 will continue to be a good growth story. Going forward, QL team will continue to strive for sustainable and profitable growth and will take all the necessary measures to ensure that the Group's regional replication remains on track. We will continue to enhance our production cost efficiency through technological innovation, economy of scale and human capital development so as to create higher competitive edge in an increasingly globalised environment. Chia Song Kun Managing Director

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ADDENDUM

QL RESOURCES BERHAD

(Company No. 428915-X) (Incorporated in Malaysia)

Notice of Annual General Meeting

NOTICE IS HEREBY GIVEN that the 13 Annual General Meeting has been scheduled on Tuesday, 24 August 2010 at 10.00 a.m. to be held at Topas Room, Saujana Resort, Jalan Lapangan Terbang SAAS, 40150 Shah Alam, Selangor Darul Ehsan. AGENDA (1) To receive and adopt the Financial Statements for the financial year ended 31 March 2010 together with the Directors' and Auditors' Report thereon. To declare a final dividend of 7.5 sen per ordinary share of RM0.50 each single tier exempt dividend in respect of the financial year ended 31 March 2010. To re-elect the following Directors who retire in accordance with Article No. 98 of the Company's Articles of Association: Mr. Chia Seong Fatt Mr. Chia Song Kooi Mr. Teh Kim Teh (4) To re-appoint YM Tengku Dato Zainal Rashid Bin Tengku Mahmood pursuant to Section 129(6) of the Companies Act, 1965 to hold office until the next annual general meeting of the Company. To approve the Directors' fees for the financial year ended 31 March 2010. To re-appoint Messrs. KPMG as the auditors of the Company and to authorise the Directors to fix their remuneration. Special business To consider and if thought fit, pass the following resolution as an ordinary resolution: "That pursuant to Section 132D of the Companies Act, 1965, and subject to the approval of all relevant authorities being obtained, the Directors be and are hereby empowered to issue shares in the Company at any time and upon such terms and conditions and for such purposes as the Directors may, in their absolute discretion deem fit, provided that the aggregate number of shares issued pursuant to this resolution does not exceed 10% of the issued capital of the Company for the time being and that the Directors be and are also empowered to obtain the approval for the listing of and quotation for the additional shares so issued on the Bursa Malaysia Securities Berhad and that such authority shall continue in force until the conclusion of the next annual general meeting of the Company." Resolution 3 Resolution 4 Resolution 5 Resolution 6 Resolution 1

th

(2)

Resolution 2

(3)

(5) (6)

Resolution 7 Resolution 8

(7)

Resolution 9

(8)

To transact any other business for which due notice shall have been given in accordance with the Company's Articles of Association and the Companies Act, 1965.

Notice of Dividend Entitlement and Payment NOTICE IS ALSO HEREBY GIVEN that the final dividend, if approved, will be paid on 30 September 2010 to shareholders whose names appear in the Record of Depositors of the Company at the close of business on 8 September 2010. A Depositor shall qualify for entitlement only in respect of: (a) Shares transferred into the Depositor's Securities Account before 4.00 p.m. on 8 September 2010 in respect of transfers; and Shares bought on the Bursa Malaysia Securities Berhad on a cum entitlement basis according to the Rules of the Bursa Malaysia Securities Berhad.

(b)

BY ORDER OF THE BOARD

Ng Geok Ping MAICSA 7013090 Company Secretary Shah Alam, Selangor Darul Ehsan 30 July 2010

NOTES:1. A member of the Company entitled to attend and vote at the Meeting may appoint up to two proxies to attend and vote in his place. Where a member appoints two proxies, he shall specify the proportion of his shareholdings to be represented by each proxy. A proxy need not be a member of the Company. The instrument appointing a proxy must be deposited at the Registered Office of the Company at No. 16A, Jalan Astaka U8/83, Bukit Jelutong, 40150 Shah Alam, Selangor Darul Ehsan, at least 48 hours before the appointed time of holding the Meeting. In the case of a corporation, the instrument appointing a proxy or proxies must be under seal or under the hand of an officer or attorney duly authorised. The details of the directors who are standing for re-election at the 13th Annual General Meeting are available on Pages 14 to 18 of the Annual Report. Explanatory Statement on Special Business Resolution 9 The ordinary resolution proposed is a renewal of the general authority for the Directors to issue shares pursuant to Section 132D of the Companies Act, 1965. If passed will empower the Directors from the date of the above Annual General Meeting until the next Annual General Meeting to allot and issue shares in the Company up to an amount not exceeding in total 10% of the issued share capital of the Company for the time being for such purposes as the Directors consider would be in the interests of the Company. This authority, unless revoked or varied at a general meeting, will expire at the next Annual General Meeting. The Company has not issued any new shares under the general authority which was approved at the 12th Annual General Meeting held on 25 August 2009 and which will lapse at the conclusion of the 13th Annual General Meeting to be held on 24 August 2010. The general authority to issue shares will allow the Company to take advantage of any strategic opportunities, including but not limited to, issuance of new shares for purpose of funding investment project(s), working capital and/or acquisitions which require new shares to be allotted and issued. This would avoid any delay and costs in convening a general meeting to specifically approve such an issue of shares.

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Information

Cover

122 pages

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