Corporate Disclosure Policy

1. Statement of the Policy
   1. PPB Group Berhad (“PPB” or “the Company”), is committed to provide accurate, clear and timely disclosure of material information pertaining to the Company’s performance and operations to shareholders, media, the investing community and other stakeholders.
   2. PPB will ensure material information concerning the Company is made as freely and widely as practicable and shareholders, media and the investing community have equal access to such information to avoid individual or selective disclosure.  The Company encourages the exchange of views with its principal stakeholders and will organise its communications to facilitate such dialogues.
   3. This Corporate Disclosure Policy (“Policy”) applies to Directors and employees of the Company and its subsidiaries.  It outlines the Company’s approach towards the determination and dissemination of material information especially price-sensitive information, the circumstances under which confidentiality of such information is maintained, and prohibitions against insider trading.  It also sets out the internal guidelines to facilitate implementation and consistent disclosure practices across the PPB Group.
2. ObjectivesThe objectives of the Corporate Disclosure Policy are as follows :-
   1. to maintain awareness and provide guidance to the Board of Directors (“Board”) and employees of PPB and its subsidiaries on the Company’s disclosure obligations and practices;
   2. to provide policies and guidelines in disseminating information to, and in dealing with shareholders, financial analysts, media, regulators, the investing community and other stakeholders;
   3. to ensure compliance with all applicable legal and regulatory requirements on disclosure of material information; and
   4. to build good relations with the investing community to foster trust and confidence.
3. Scope and Application
   1. The Policy outlines the Company’s approach towards the determination and dissemination of material information, the circumstances under which confidentiality of information will be maintained, preventing abuse of undisclosed material information, monitoring and responding to market rumours, leaks and inadvertent disclosures as well as prohibitions on insider trading. It also provides guidelines for achieving consistent disclosure practices across its subsidiaries (hereinafter referred to as “PPB Group”).
   2. The Policy applies to the conduct of directors, authorised spokespersons, management, officers and all other employees of PPB Group with regard to handling and disclosing material information.
   3. The Policy covers the following methods employed by the Company to communicate with shareholders, media, regulators and the investing community :-
      1. Documents filed with the regulators, written statements in the Company’s annual and sustainability reports, quarterly e-investor updates, financial statements, quarterly reports, press releases, circulars to shareholders, email communication and information on the Company website; and
      2. Oral statements made in group and individual meetings, telephone conversations, interviews and press conferences including video conferencing with financial analysts, investors and electronic media.
      3. The Policy does not apply to communication made in the ordinary course of business of the Company and its subsidiaries not involving Material Information as defined in Section 3.

PPB has a clear structure for governance and daily management, providing a chain of authority and responsibility for policy implementation.

The Board is ultimately responsible for ensuring the effective implementation of this Corporate Disclosure Policy and that the disclosure requirements set out herein are duly fulfilled.

Primary Spokespersons may communicate with audience constituents, provide information, data and analysis and respond to questions concerning aspects of the PPB Group’s operations and financial condition, future prospects and strategies. They may also discuss matters relating to PPB Group’s governance and management, as well as its products and services, and other initiatives connected with the PPB Group’s operations.

Secondary Spokespersons may only communicate with audience constituents in connection with their specific areas of responsibility within PPB Group, unless authorized to undertake broader communications by a Primary Spokesperson.

No other individuals may act as spokespersons for PPB Group other than the authorised spokespersons comprising Primary and Secondary Spokespersons.

* Note :
‘Principal Business’ refers to PPB Group’s main business segments namely, Grains and Agribusiness; Consumer Products; Film Exhibition and Distribution; Environmental Engineering and Utilities; and Properties.

1. Material Information
   1. Material information is any information on the Company and its subsidiaries which is reasonably expected to have a material effect on :-
      1. The market price or value of the Company’s securities; or activity in the trading of its securities; or
      2. The decision to buy, sell or continue holding the Company’s securities which is made by an existing holder of those securities, or someone considering an investment in those securities.
   2. The events which may require immediate disclosure are set out in Paragraph 9.04 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (“Bursa Securities”) (“Main LR”) and all amendments thereto from time to time by Bursa Securities and/or other regulators.
   3. Materiality can be subjective and the Company will take the approach of assessing the likely effect of the information on the activities and financial position of the Company, or the price and performance of the Company’s securities, in addition to whether the circumstances or events are measurable and would trigger the relevant thresholds in the percentage ratio calculations set out in the Main LR.
2. Responsibility to report on significant Corporate Developments
   1. It is essential that the Managing Director and Company Secretary be fully informed of all the Company’s and Group’s developments that could potentially impact the disclosure process.
   2. It is the responsibility of the CEOs and Finance Heads of the Principal Business Units to keep the Managing Director and Company Secretary fully apprised of all significant developments in the Company and Group so as to :-
      1. Facilitate determination of materiality, appropriateness and timing for public disclosure of the information, or whether the information should remain confidential;
      2. Ensure appropriate understanding of significant developments and updates which may be relevant to ongoing communication with the investing community; and
      3. Avoid denying significant developments when in fact, such developments are occurring.

      When in doubt on matters relating to Bursa Securities, kindly contact the person listed under item 4 (c) (iii).

3. Responsibilities and Procedures for Disclosure of Material Information
   1. The Company Secretary will manage all the Company’s release of announcements of material information to Bursa Securities through the Corporate Secretarial Department.
   2. The Company Secretary or the appointed adviser will draft the announcement (and reviewed by the Company Secretary in the latter case) to ensure compliance with the Main LR and accuracy of the contents of the announcement.
   3. The Company’s Finance Department is responsible to review and verify the accuracy of financial information contained in the announcement.
   4. All announcements to Bursa Securities are to be approved by PPB Board, the Chairman or Managing Director, before release.
   5. If the Board believes it would assist in having the news or material information better understood and more widely disseminated, or to avoid market speculation, the Company may request Bursa Securities for a suspension in the trading of the Company’s securities, so that the appropriate announcement can be made.
   6. Announcements to be released to the media will be released through the Corporate Affairs Department. The Primary Spokespersons have overall responsibility to ensure that the content clearly and effectively communicates the intended substance and meaning of the information to the public.
   7. After the announcement has been released to Bursa Securities, such announcement or news release will be made available and accessible on the Company’s website. It may also be released to major newspapers and newswire services for wider public dissemination.
   8. After public dissemination, the announcement or news release will be monitored by the Corporate Affairs Department to ensure accurate media reporting and take corrective measures, if necessary.
   9. If necessary, the Company will file a material change announcement with Bursa Securities.
4. Maintaining Confidentiality of Information
   1. The Company will only withhold Material Information from the public for legitimate business or regulatory purposes/requirements. These include :-
      1. when immediate disclosure would prejudice the ability of the Company to pursue its corporate or business objectives;
      2. when the facts are in a state of flux and a more appropriate timing for disclosure is imminent; and
      3. where relevant laws (eg. company or securities laws) restrict such disclosure.
   2. Persons privy to confidential material information shall not divulge the information to any party except in the necessary course of business or if required by law or an order of a court of competent jurisdiction. Such persons shall not use such information directly or indirectly for their own benefit, gain or profit. Each person on the privy list is to sign a confidentiality agreement.
   3. In such cases, the following precautions will be observed to keep the information confidential:-
      1. Documents and files containing confidential information whether it is digital or hardcopy should be kept confidential at all times which access is restricted to individuals who “need-to-know” that information in the necessary course of business and code names should be used if necessary.
      2. Transmission of information or documents by electronic means shall be made only where it can be sent and received under secure conditions.
      3. If and when the information is disclosed in the necessary course of business, recipients of such information inside and outside the Company must be made aware of the requirement to keep the information confidential.
      4. If and when the information is required by law or an order of a court of competent jurisdiction to be disclosed, the information to be disclosed should only to the extent required by such law or order.
      5. Employees are to refrain from participating in internet chat rooms, social media or any similar forum for the exchange of information and comment, where there is any discussion of the Group’s affairs.
      6. The Company will enter into confidentiality or non-disclosure agreements with third parties eg. advisors, lawyers, consultants, business associates/partners etc to formalise the confidentiality obligations.
   4. The above responsibilities and procedures shall also apply during the period when news releases involving material information are being drafted, until the information has been released and disseminated to the investing community and/or public.
   5. If at any time, confidential material information is inadvertently leaked resulting in selective disclosure, the Company Secretary will initiate a process to ensure that full and accurate public disclosure is made.
5. Responding to Market Rumours or Reports
   1. Should the Company become aware of any rumour or report, true or false, which may contain material information, the Company will make a due inquiry and if appropriate, immediately or as soon as possible publicly clarify, confirm or deny the rumour or report through Bursa Securities.
   2. Where appropriate or deemed necessary, the Company will publicly clarify any rumour or report in any form whatsoever and howsoever, including by word-of-mouth and not limited to a specific article or otherwise, published in a newspaper, newswire, magazine, analyst’s report, internet or any other publication.
   3. In the case of a rumour or report containing erroneous material information which has been circulated, the Company will, if deemed necessary or appropriate, immediately announce to Bursa Securities a denial or clarification of the rumour or report, and if necessary provide information sufficient to support the denial or to clarify any misleading aspects of the rumour or report.
   4. In the case of a rumour or report containing material information that is correct, an announcement setting forth the facts will be prepared for public release, which will include but shall not be limited to, an indication of the state of negotiations or of corporate plans which are the subject of the rumour.
   5. In the case of a rumour or report predicting future sales, earnings or other quantitative data, the Company will not normally respond to the same.However, if such report is based on or contains erroneous information, or is wrongly attributed to the Company, the Company will respond promptly to the relevant elements or portion of the rumour or report as required under Paragraphs 9.09 and 9.10 of the Main LR.
   6. The Managing Director will also recommend an appropriate course of action where the Company or an employee of the Company or Group is the apparent source of the rumour.
6. Communications with Financial Analysts, Media and Investing Community
   1. Press conferences and analyst briefings are normally held in conjunction with the announcement of the Company’s half-year and full-year financial results. The Primary Spokespersons will conduct the press conference/analyst briefing, with assistance from Secondary Spokespersons where necessary. If appropriate, the Company will issue invitations to as wide an audience as possible and practicable.
   2. Meetings/Interviews with investors, analysts and the media take place as part of the Company’s ongoing external communications and investor relations programmes. These meetings may be arranged on either an individual basis or in small groups during the open period for dealing in the Company’s securities. Primary Spokespersons and/or Secondary Spokespersons will normally handle these meetings with the Group Head of Corporate Affairs in attendance.
   3. Persons who are authorised by the Managing Director to speak at briefings or interviews on corporate matters (excluding promotional and marketing activities), must obtain prior approval/clearance from the Managing Director for the briefing materials/information before the event.
   4. Briefing materials/information from such briefing sessions will be made available on the Company’s website if appropriate.
   5. The Company will provide only factual and non-speculative information during such briefings.
   6. If non-public material information is inadvertently disclosed at such a briefing, the Company will take immediate action to achieve broad public dissemination of the information in accordance with all applicable legal and regulatory requirements.
   7. The Company does not discriminate among recipients of the information. Under no circumstances will the Company confirm or attempt to influence a financial analyst’s opinions or conclusions, speculate about future business plans or provide specific “bottom-line” financial expectations on the Company. The Company will provide the same information to both financial analysts and individual investors if requested.
   8. The Company will not comment on opinions made by analysts or the media except where there is a factual error.
   9. A record of all briefings (which include handouts) will be maintained by the Corporate Affairs Department.
7. Forward-looking Information
   1. To assist the investing community in evaluating the Company, a forward-looking comment may be given in the quarterly and/or annual reports. It may also be included in any subsequent press release or briefing.
   2. The Company will not normally provide any prediction as to future financial results, but may comment on future prospects, as well as on the likelihood of meeting any publicly disclosed targets, such as key performance indicators.
   3. Any forward-looking information or comment must be clearly qualified by a disclaimer or guidance not to rely on the data. In the case of a briefing or presentation, this will be contained in the written materials as well as being stated or highlighted verbally at the beginning of the briefing or presentation.
   4. If the Company becomes aware of a significant variation between actual financial data and the forward-looking information previously provided, the Company will consider the significance of the variation, whether the expectations of the investment community differ materially from the Company’s actual results, and whether a decision not to issue a clarifying announcement would amount to the Company misleading the market.
8. Reviewing Analysts ReportsThe Company may be requested to review draft analysts’ reports from time to time. Only the Group Head of Corporate Affairs will comment on such reports with clearance by the CFO on all financial-related information, and such comments will be limited to identifying publicly disclosed factual information which may affect the analysts’ reports and pointing out inaccuracies or omissions with reference to publicly available information.
9. Financial Reports and the Annual General Meeting
   1. Quarterly reports on interim financial results are announced to Bursa Securities upon approval by the Board, in the format prescribed by Bursa Securities. Thereafter, a copy of the quarterly report is posted on the Company’s website, and email copies are despatched to relevant parties in the Company’s mailing list. To facilitate queries from the investment community on the release date of quarterly financial results, the Company will issue an announcement to Bursa Securities on the release date at least two weeks prior to release.
   2. The Annual Report is managed within the Company by the Corporate Affairs Department acting as co-ordinators and responsible for the copy, design, layout, production and despatch of the Annual Report. The Finance Department is responsible for the financial statements, notes and other finance-related information. Senior management staff including the CFO, Company Secretary, Group Head of Corporate Affairs, Group Chief Risk Officer, CEOs of the major Business Units and the Group Head of Internal Audit of the Company are responsible for the respective contents and compliance under their purview. The Annual Report is published and sent to shareholders and others upon request. The Annual Report will also be made available on the Company website.
   3. The annual general meeting (“AGM”) is a major Company event for which the Company Secretary is responsible for shareholder management and event management. Notice of the meeting will be announced on the Bursa Securities website and in a daily newspaper in compliance with applicable laws and the Main LR and despatched to the shareholders.The AGM is an important forum for shareholders. The Company believes shareholders should be provided with an opportunity to engage with the Board and senior management and gain a fuller understanding of the Company’s affairs. Discussion at the AGM may include the Company’s financial results and performance, its strategy and outlook, and other relevant operational matters of interest to shareholders.In line with the commitment to equitable access to information, any new presentation materials at the AGM will be posted on the Company’s website.
10. Prohibitions against Insider Trading
    1. Any person who has access to material information on the Company, its financial condition and operations, is regarded as an ‘insider’. Material information which is in the insider’s possession and has not been disclosed to the investing community is deemed ‘inside information’.
    2. Insiders shall not deal in the Company’s securities while in possession of inside information, nor can they divulge such information to others to deal in the Company’s securities or use such information directly or indirectly for their own benefit, gain or profit.
    3. The relevant provisions of the Capital Markets and Services Act 2007 and all amendments thereto apply to all insiders.
    4. From time to time, the Company Secretary will advise the Directors and principal officers on trading restrictions in the Company’s securities in accordance with the provisions of the Main LR.
11. Major Corporate DevelopmentsMajor or material corporate developments or transactions, such as a merger, acquisition or disposal, or the launch of a significant new business would attract special attention. The Company will strictly enforce its procedures for the maintenance of confidentiality until such time the development or transaction has received all the requisite approvals. Thereafter, information concerning the development will be disseminated in line with the provisions of this Policy and the Main LR.

1. PublicationsThe principal sources of information disseminated by the Company include :-
   1. The annual report which aims to give readers a comprehensive picture of PPB Group’s businesses and performance for the financial year under review.
   2. Quarterly investor updates in the form of an e-newsletter are available on the corporate website. The e-Investor Update contains financial results, articles/reports on the group’s operations and activities, as well as significant events during the quarter under review.
   3. The annual sustainability report which aims to give readers an overview of PPB Group’s environmental, social and governance (“ESG”) performance across its main business segments.
   4. News releases which announce financial results and important events relating to the group via the corporate website.
   5. The Company’s corporate website, www.ppbgroup.com contains a separate section to enable shareholders, potential investors and other stakeholders to request information or provide feedback to the Company.  Information on the group, its businesses, financial data, annual reports and investor updates can be easily downloaded from the website.
2. Direct meetings
   1. PPB’s policy is to maintain an active dialogue with its shareholders with the objective of providing a clear picture of the Company’s businesses and performance. This is facilitated at the AGMs where shareholders can express their views or raise questions relating to the Company’s financial performance and business operations. Members of the Board, senior management as well as the auditors of the Company will be present to deal with questions raised at the meeting.
   2. The Company conducts joint press and analyst briefings twice a year to provide consistent dialogues between the Company’s senior management and investors. These briefings are held after the half-year and final results are released to Bursa Securities. On these occasions, the Managing Director and the key management team will be present to deal with questions on the group’s businesses.
   3. At other times, the Company makes every attempt to meet all requests for meetings or information from the investing community.
3. Queries and Feedback
   
   1. PPB welcomes enquiries and feedback from shareholders and other stakeholders. The Corporate Affairs Department provides them with a channel of communication through which they can provide feedback to the Company.
   2. Queries and concerns regarding PPB group may be conveyed to the following persons:-
      1. Dato’ Capt. Ahmad Sufian @ Qurnain bin Abdul Rashid,
         Senior Independent Non-executive Director
         Telephone number : 03-27260088
         Facsimile number : 03-27260099
      2. Koh Mei Lee, Group Head of Corporate Affairs
         Telephone number : 03-27260050
         Facsimile number : 03-27260198
         E-mail address : [email protected]
      3. The contact person for matters pertaining to Bursa Securities is as follows :-Mah
         Teck Keong, Company Secretary
         Telephone number : 03-27260040
         Facsimile number : 03-27260099
         E-mail address : [email protected]

An employee who breaches the Policy may face the appropriate disciplinary action. A breach of the Policy may also result in the contravention or breach of certain securities laws and/or regulations.

If it is discovered that an employee has breached such securities laws, the Company may take such appropriate action, including referring the matter to the relevant regulatory authorities.

Approved on 25 August 2022