Dialog2011 Main

(178694-V)
Annual Report
2011
Strength to Strength, We Deliver
Groups 10-Year Financial Summary

(RM million) (RM million) (RM million) (sen)
Revenue
2011
2010
2009
2008 790.5 97.2 81.6 3.9 379.2 21.5 32.1 22.9 42.4 19.4 4.0
2007 476.6 59.0 51.6 2.5 324.5 15.4 22.5 16.1 45.6 16.6 3.1
2006 349.4 53.2 46.9 2.3 313.6 14.8 20.9 15.1 46.7 16.4 4.8
2005 253.9 35.5 32.6 1.7 291.2 11.5 18.7 13.7 57.3 15.2 3.5
2004 185.3 40.8 37.3 2.0 275.8 14.9 16.7 12.2 44.7 15.1 3.6
2003 223.8 36.1 30.8 1.7 223.5 14.7 11.6 10.8 37.6 12.6 3.3
2002 367.4 67.8 54.3 3.1 196.8 31.7 10.3 10.5 19.0 11.2 4.5
Profit before tax
1,208.4 1,139.1 1,104.5 200.5 160.1 7.8 583.1 28.7 61.2 31.0 40.2 29.7 14.2 150.0 124.7 6.0 477.5 25.8 54.6 27.8 46.2 24.3 13.3 123.5 101.5 4.7 440.6 22.4 37.5 27.0 40.8 22.5 9.1
Profit after tax Net earnings per share

(RM million)
Shareholders equity
Net cash dividend payment (RM million)
Return on shareholders equity (%) Cash dividend rate, net of tax (%)
(%)
Dividend payout ratio Net assets per share Cash per share
(sen) (sen)
Contents
2 3 4 9 10 16 21 24 25 32 33
Groups 10-Year Financial Summary Mission Statement DIALOG in Brief Executive Chairmans Statement Board of Directors Board of Directors Profile Senior Managements Profile Corporate Structure Quality and Safety Review of Operations Technology Partners Human Resource
34 36 40 41 42 43 46 52 56 59 60
Calendar of Events Corporate Social Responsibility Share Performance Schedule of Share Buy-Back Enhancing Shareholders Value Shareholders Information Corporate Governance Statement Audit Committee Report Internal Control Statement Corporate Information Group Corporate Directory
61 List of Properties 65 Notice of the 23rd Annual General Meeting and Dividend Entitlement 68 Statement Accompanying the Notice of the 23rd Annual General Meeting Proxy Form
STRENGTH TO STRENGTH, WE DELIVER
DIALOG, a leading integrated specialist technical services provider to oil, gas and petrochemical industry that encompasses both upstream and downstream activities, focuses on growing its global presence. Spearheading our expansionary drive is our single most important asset, our people hardworking and committed talents who are team players. As we continue to grow from strength to strength, we will always deliver... as evidenced by our unrivalled performance, quality and reliability.
1,104.5
1,139.1
1,208.4
Revenue
(RM million)
Net EPS
(sen) 7.8 3.1 1.7 1.7 2.0 2.3 2.5 3.9 4.7 6.0 02 03 04 05 06 07 08 (%) 09 10 379.2 31.7 440.6 291.2 313.6 324.5 223.5 275.8 196.8 14.9 14.7 11.5 14.8 15.4 21.5 22.4 25.8 10 10
367.4
185.3
223.8
253.9
349.4
476.6
790.5
200.5
123.5
160.1
150.0
97.2
53.2
54.3
36.1
35.5
40.8
30.8
32.6
37.3
46.9
51.6
81.6
101.5
67.8
59.0
124.7
PBT
02
03
04
05
06
PAT
07
08
09
10
11
Shareholders Equity
02
03
04
05
06
ROE
07
08
09
54.6
61.2
22.5
37.5
19.4
31.0
32.1
27.0
27.8
22.5
11.2
12.6
15.1
15.2
16.4
16.6
20.9
10.3
11.6
16.7
18.7
15.1
16.1
22.9
13.7
4.5
4.8
12.2
3.3
3.5
3.6
10.5
10.8
Net cash dividend payment
02
03
04
05
06
Cash dividend rate, net of tax
07
08
09
10
11
3.1
4.0
9.1
13.3 09
Net assets per share
02
03
04
05
06
Cash per share
07
08
In addition to the cash dividends disclosed above, the Company also declared the followings: 2. Special cash dividend of 10.8%, net of tax in respect of FY2006.
1. Share dividend of one treasury share for every fifty ordinary shares held in respect of FY2006.
3. Share dividend of one treasury share for every fifty ordinary shares held in respect of FY2009.
14.2 11
24.3
29.7
Net cash dividend payment (RM million) & Cash dividend rate, net of tax (%)
Net assets per share & Cash per share (sen)
28.7 11
477.5
583.1
Profit before tax & Profit after tax (RM million)
02
03
04
05
06
07
08
09
10
11
Shareholders equity (RM million) & Return on shareholders equity
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We, at Dialog Group Berhad (DIALOG or the Group), shall continuously enhance our competitiveness, competence and leadership positions in the provision of integrated specialist technical services to the oil, gas and petrochemical industry, namely:
Logistic Services Tank Terminals & Supply Base Specialist Products and Services Plant Maintenance & Catalyst Services Engineering & Construction Fabrication Upstream Services ePayment Technology & Solutions
Mission Statement
We shall honour our commitment to our clients based upon a corporate culture which is driven by a total commitment to quality, timely job completion and unfailing attention to health and safety and protection of the environment. We shall, as a responsible and caring corporate citizen, always actively support the Nations aspirations and serve the best interest of the communities in which we work and live.
We shall continuously develop and retain a highly skilled, motivated and professional workforce which will generate the dynamics for extending the boundaries of our core competencies, thereby propelling the Groups business into strategic growth areas with a global reach and a diversified long term sustainable earnings base.
DIALOG in Brief
Since its commencement in 1984, Dialog Group Berhad (DIALOG or the Group) has grown into one of Malaysias leading integrated specialist technical services providers to the oil, gas and petrochemical industry. The services provided range from upstream to downstream activities encompassing: Logistic Services Tank Terminals & Supply Base Specialist Products and Services Plant Maintenance & Catalyst Services Engineering & Construction Fabrication Upstream Services ePayment Technology & Solutions
Based in Kuala Lumpur, with offices and facilities in Malaysia, Singapore, Thailand, Indonesia, Vietnam, China, Hong Kong, Australia, Saudi Arabia, United Kingdom, USA, New Zealand and India, DIALOG has business interests and customers throughout the Asia Pacific region, the Middle East, Europe, Africa, USA and South America.
Among its customers are multi-national oil majors, national oil companies as well as multi-national engineering and services providers.
DIALOG was first listed on 6 May 1996 on the Second Board of the Kuala Lumpur Stock Exchange (KLSE) under the sector of Trading/Services. Four years later on 21 March 2000, DIALOG was transferred to the Main Board of the KLSE [now known as Main Market, Bursa Malaysia Securities Berhad] and was included as a component stock of the Kuala Lumpur Composite Index from 22 April 2002 to 5 July 2009 prior to the conversion of the KLCI to FBM KLCI on 6 July 2009.
Dialog Group Berhad Annual Report 2011
Executive Chairmans Statement
The Groups revenue has increased by 6.1% to RM1.2 billion with a record profit after tax of RM160.1 million, representing a 28.4% increase against RM124.7 million achieved in the previous financial year.
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NGAU BOON KEAT Executive Chairman
DEAR SHAREHOLDERS,
I am very pleased again to present another record achievement by DIALOG for the financial year under review which ended 30 June 2011 (FY2011). It had been an eventful year in which we ventured into many new business developments.
DIVIDEND
FINANCIAL PERFORMANCE
The results of all divisions for the current year outperformed the previous year, in particular the Engineering & Construction and Plant Maintenance Services, both in Malaysia and overseas. In addition, the commencement of operations by Langsat Terminal (One) Sdn Bhd in Tanjung Langsat, Johor for Phase 1 in September 2009 and for Phase 2 in April 2010, together with the acquisition of Fitzroy Engineering Group Limited in April 2011 had contributed positively to the Groups financial results in the FY2011.
The Groups revenue has increased by 6.1% to RM1.2 billion with a record profit after tax of RM160.1 million, representing a 28.4% increase against RM124.7 million achieved in the previous financial year. Basic earnings per share rose to 7.75 sen from 6.01 sen and return on shareholders equity for FY2011 was 28.7%. The Groups balance sheet continued to strengthen with total net assets expanded by 22.1% to RM583.1 million from RM477.5 million a year ago with net cash balances stood strong at RM168.4 million.
For FY2011, the Board recommends a final single tier dividend of 18% (FY2010 : 18%) per ordinary share of RM0.10 each. The total net dividend declared for FY2011 is 31% per ordinary share of RM0.10 each resulting in a total net payment of approximately RM61.2 million (FY2010 : net dividend of 27.8% with total net payment of RM54.6 million). The total dividend payout ratio for FY2011 is 40.2% in line with the Groups dividend policy of having at least 40% of its annual profits attributable to shareholders. The compounded annual dividend growth rate since public listing in 1996 is 29%.
with MISC Berhad had entered into a Shareholders Agreement with China Aviation Oil (Singapore) Corporation Ltd to develop a 380,000 m3 oil storage tank terminal facility within the vicinity of Tanjung Langsat Port, Johor. In an effort to boost our fabrication capability, the Group acquired a fabrication and multi-disciplined engineering company, Fitzroy Engineering Group Limited (FEGL) specialising in the fabrication of process equipments with special alloy materials and offshore petroleum production facilities during the financial year. With FEGL, we should be able to take on bigger and advanced fabrication jobs for our joint venture projects such as those in the Pengerang Independent Deepwater Terminal, the Small Field Risk Service Contract (SFRSC) and other projects. Development of the Pengerang Independent Deepwater Terminal (Terminal) has taken place. The Phase 1, comprising of an initial storage of approximately 1.3 million m3, is progressing on schedule for completion in early 2014. The planning of other phases for the Terminal is being finalised and upon completion, will provide more than 5.0 million m3 of storage, blending and distribution services for oil products and LNG. The Terminal will be equipped with jetty facilities capable of handling very large crude oil carriers and Q-Max LNG carriers.
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Langsat Terminal (One) Sdn Bhd (LgT-1) had successfully commenced operation of its Phase 1 (130,000 m3) in September 2009 and Phase 2 (270,000 m3) in April 2010. The Phase 3 of LgT-1 had also been completed in August 2011, adding another 76,000 m3 of storage capacity. LgT-1 has now a total capacity of 476,000 m3 for gasoline, diesel and fuel oil products. Construction of Langsat Terminal (Two) Sdn Bhd is progressing smoothly and expected to be operational by December 2011. It will have a capacity of 171,000 m3 mainly for gasoline products. In October 2011, the Group together
BUSINESS DEVELOPMENT
is scheduled to commence in 3Q 2011 and is expected to take up to 18 months with total cost estimated to be between USD 200 250 million.
Signing the Development cum Joint Venture Agreement with The State Government of Johor Darul Ta'zim and The State Secretary, Johor (Incorporated).
FY2011 also marked an important milestone as we and our partners ROC Oil Malaysia (Holdings) Sdn Bhd and PETRONAS Carigali Sdn Bhd were awarded the Small Field Risk Service Contract for the Balai Cluster Fields by Petroliam Nasional Berhad (PETRONAS). The development and production of petroleum from the Balai Cluster Fields, located offshore Bintulu, Sarawak, will be carried out in 2 phases. The pre-development phase
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The construction of our integrated offshore supply base at the Jubail Commercial Port, Kingdom of Saudi Arabia is progressing and expected to be completed in December 2011. This base will serve as a one-stop integrated offshore logistic hub and resources centre for oilfield services, equipment and supplies, supporting the active and growing offshore oil and gas activities in the Arabian Gulf. Upon operation, we are optimistic that it will contribute positively to our Groups results.
On the successful completion of the pre-development phase and agreement on the economic viability of the fields, a field development programme will commence. Production from all the fields in the cluster is planned to be onstream within 24 months from commencement of the development programme. The total cost of the development phase is estimated to be between USD 650 700 million.
The participation of DIALOG in the SFRSC will propel DIALOGs services in the upstream oil and gas arena to a higher level.
equipped with the right skill sets, knowledge and experience. In this connection, a Human Capital Development Division is established to provide on-going training aimed to enrich and develop the capabilities of our talents. The Young Graduate Programme first launched 14 years ago, continues to groom fresh talents. This financial year, we have employed 28 (FY2010 : 24) fresh graduates from both local and foreign universities. This programme is a critical part of our talent pool development strategy to nurture and turn these individuals into dynamic professionals to take up key positions within the Group in future.
HEALTH, SAFETY & ENVIRONMENT
One of the key priorities in FY2011 was to recruit the people required for our expanding growth. We ended our year with 2,248 employees, which represented a 39% increase from the previous year. We will continue to endeavor to create a workforce that is a reflection of the diverse population of the communities in which we operate. Presently we are operating in 12 countries with a diverse workforce of 26 nationalities. In order to support our worldwide businesses of different nature, it is imperative that our workforce be
HUMAN RESOURCE DEVELOPMENT
DIALOG is committed to stringent and high standard of Health, Safety and Environment (HSE) conduct. The Group continues to improve its operational procedures to meet its overall HSE policys objectives as well as customers expectation. The recent loss of a technician while carrying out a routine inert entry work at a clients worksite in Singapore was most regrettable. We had immediately taken all necessary measures to eliminate potential undesirable events in the future. Committed to making sure we conform to industry best practices of HSE at all times, the Group have engaged in a review and upgrade exercise of the existing HSE Management System (HSEMS).
The Groups subsidiaries have satisfactorily maintained compliance to ISO14001 and OSHAS18001 management system requirements.
The renewal of all international accreditation and certification was awarded to our subsidiaries; Dialog E & C Sdn Bhd, Dialog Systems Sdn Bhd, Dialog Plant Services Sdn Bhd, Dialog Systems Pte Ltd and others, after another year of compliance. Other subsidiaries, Pacific Advance Composites Sdn Bhd and Overseas Manufacturing (Johor) Sdn Bhd have also received endorsement with the successful completion of their ISO9001:2008 Re-Assessment Audit by SIRIM QAS International Sdn Bhd and D.A.S Certification Ltd respectively. Dialog Systems Pte Ltd, Dialog Plant Services Pte Ltd and Overseas Technical Engineering and Construction Pte Ltd were granted an upgrade to their quality management system having adhered to the new ISO9001:2008 certification. The Group will remain committed to providing and upholding the highest quality of products and services to our customers by securing and maintaining the various quality accreditation and certification.
QUALITY ASSURANCE
DIALOG is committed to upholding the principles and best practices ascertained in the Malaysian Code on Corporate Governance (Code). The Board will continue to promote compliance to the Code in managing the Groups business affairs to attain high standards of transparency, accountability and integrity.
CORPORATE GOVERNANCE
PROSPECTS
The Board believes that it is fundamental to align our corporate governance framework with the Code to ensure the long term viability of our business ventures and create sustainable shareholders value and the Groups financial performance as well as protecting stakeholders interests. Our commitment to corporate governance compliance is not confined to managing business ventures but also to our ecosystem. The Board recently adopted the practice to hold meetings in a paperless environment.
The International Energy Agency (IEA) forecast that worldwide oil demand would average 89.5 million b/d for 2011 and 89.6 million b/d for 2012. IEAs forecast was based on International Monetary Funds assumptions of global economic growth of 4.2% in 2011 and 4.4% in 2012.
At home, Malaysias economy should be resilient and shielded from possible external slow down as a result of recent financial turbulence. Domestic demand for oil and gas consumption is expected to remain strong and the industrys outlook for oil and gas sector remains robust owing to the Economic Transformation Programme in full swing.
On 13 October 2011, DIALOG was named the winner of the KPMG Shareholder Value Award 2011 under the energy and natural resources sector for the second consecutive year. This award is recognition for DIALOGs exemplary shareholder value creation by achieving the highest economic profit per invested capital in the energy and natural resources category.
ENHANCING SHAREHOLDERS VALUE
DIALOG Hari Raya Open House.
The development in both upstream and downstream sectors will generate tremendous opportunities for the local oil and gas players. In this connection, the Group, being an integrated specialist technical services provider, will benefit from such opportunities. The on-going expansion of tank terminals in Tanjung Langsat and the development of an Independent Deepwater Terminal in Pengerang will not only bring in short to medium term contribution from engineering and construction activities but also long term recurring income when the tank facilities are operational. In addition, the Group is investing in the upstream oil and gas opportunities, including the development and production of petroleum under the SFRSC. At the same time the Group continues to grow its core businesses with recurring income, such as specialist products & services, engineering, procurement & construction and plant maintenance services. Barring any unforeseen circumstances, the Group is optimistic that its performance will be favourable for the financial year ending 30 June 2012.
ACKNOWLEDGEMENT
1st board meeting for the JV company, BC Petroleum Sdn Bhd, with Roc Oil Malaysia (Holdings) Sdn Bhd and PETRONAS Carigali Sdn Bhd.
On behalf of the Board of Directors, it is my pleasure to welcome Encik Jaafar Bin Rihan as a new Non-Independent Non-Executive Director, representing the Employees Provident Fund Board. With his vast experience in investment operations and banking, I am confident that Encik Jaafar will contribute significantly to DIALOGs continued growth. The Board of Directors and I would like to express our sincere appreciation to our customers, principals, technology partners and business partners and associates for their continuous support and confidence in the Group. I also thank our shareholders for their confidence and continued support and last but not least, I thank my Board members for their counsel and guidance and all employees of DIALOG for their continuing dedication and commitment.
In upstream, PETRONAS is intensifying its efforts to build up the national petroleum reserves and to drastically increase the production of oil and gas. Future growth will come from initiatives such as exploration and production, marginal field development, brown field development including enhance oil recovery. In downstream, various oil and gas projects are being implemented in Sabah and Sarawak. PETRONAS and BASF are conducting a feasibility study for new petrochemical plants in Kuantan, Pahang. In addition, PETRONAS is undertaking a detailed feasibility study to develop a USD20 billion Refinery & Petrochemical Integrated Complex in Pengerang, Johor.
NGAU BOON KEAT Executive Chairman
Board of Directors
Standing (left to right):
Datuk Oh Chong Peng, Kamariyah Binti Hamdan, Chew Eng Kar, Dr Junid Bin Abu Saham, Chan Yew Kai, Zainab Binti Mohd Salleh and Jaafar Bin Rihan Seated (left to right):
Ngau Boon Keat and Dato Mohamed Zakri Bin Abdul Rashid.
Board of Directors Profile
Ngau Boon Keat

Executive Chairman
NGAU BOON KEAT is the co-founder and major shareholder of DIALOG and has been with the Group since 1984. He was appointed to the DIALOG Board on 2 January 1990 and is currently the Executive Chairman of DIALOG, Chairman of the Remuneration Committee and ESOS Committee. He is also a board member of Kertih Terminals Sdn Bhd, Centralised Terminals Sdn Bhd, Pengerang Independent Terminals Sdn Bhd and BC Petroleum Sdn Bhd. He is also the founder and director of MyKasih Foundation and a director of WGC 2012. He is a Malaysian, aged 63, and holds a Bachelor Degree (Hons.) in Mechanical Engineering from the University of Canterbury, New Zealand. He is a member of the Institution of Engineers, Malaysia and the Institution of Engineers, Singapore. He is also a Registered Professional Engineer with the Board of Engineers, Malaysia.
He began his career in 1972 as a Refinery Engineer with Mobil Singapore Pte Ltd. He worked at Petronas Malaysia from 1975 to 1980 where he held various positions from Production Engineer to Engineering Manager. He has more than 39 years of working experience in both upstream and downstream of the oil, gas and petrochemical industry.
Mr Ngau Boon Keat is a deemed major shareholder of DIALOG.
None of the Directors has any family relationship with any director and/or major shareholder of DIALOG, any conflict of interest with DIALOG and any conviction for offences within the past 10 years.
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Chan Yew Kai
President and Chief Operating Officer
Dato Mohamed Zakri Bin Abdul Rashid

DATO MOHAMED ZAKRI BIN ABDUL RASHID was appointed to the DIALOG Board on 18 June 1999 and is an Independent Non-Executive Director. He is the Chairman of the Audit Committee and Nomination Committee, and a member of the Remuneration Committee and ESOS Committee.
Independent Non-Executive Director
He joined DIALOG in 1993 as General Manager and was later promoted as Director and Chief Executive Officer of Dialog Systems (Asia) Pte Ltd, overseeing the operations of the Groups Business Development, Marketing, Technical Services and Petroleum Retail and subsequently appointed as Deputy Group Managing Director of DIALOG on 23 September 2005. He has over 33 years of experience in the oil, gas and petrochemical industry encompassing plant operations, project engineering and management, marketing and business development. He was formerly with ICI for 9 years and PETRONAS for 5 years.
He is a Malaysian, aged 57 and holds a first class honours degree in Chemical Engineering from the University of Malaya. He is a member of the Institution of Engineers, Malaysia and is a Professional Engineer registered with the Board of Engineers, Malaysia. He is also a Fellow of the Institute of Chemical Engineers, United Kingdom.
CHAN YEW KAI was appointed to the DIALOG Board on 23 September 2005 and is currently the President and Chief Operating Officer of DIALOG.
He retired from government service in 1998 as the Director General of the Department of Immigration of Malaysia after having served the department for more than 4 years. Previously he had served the Government in various capacities in the Ministry of Transport, Ministry of Finance and the Prime Ministers Department for more than 30 years. He is also a director of Hartalega Holdings Berhad.
He is a Malaysian, aged 68, and holds a Bachelor of Arts Degree with Honours and a Diploma in Public Administration from the University of Malaya. He also holds a Masters Degree in Public Administration from the University of Southern California, U.S.A.
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Board of Directors Profile
Dr Junid Bin Abu Saham

Datuk Oh Chong Peng

Chew Eng Kar
Director, Corporate Services
DR JUNID BIN ABU SAHAM was appointed to the DIALOG Board on 29 June 1995 and is an Independent Non-Executive Director. He is a member of the Audit Committee, Nomination Committee and Remuneration Committee, and is also the Chairman of the Risk Advisory Committee.
DATUK OH CHONG PENG was appointed as an Independent NonExecutive Director of DIALOG on 9 January 2009. He is also a member of the Audit Committee.
CHEW ENG KAR is the Director, Corporate Services of DIALOG. He was appointed to the DIALOG Board on 24 February 1998. He is a Malaysian, aged 52, and holds a professional qualification with the Association of Chartered Certified Accountants, United Kingdom and is also a Chartered Accountant with the Malaysian Institute of Accountants.
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He has vast working experience in audit, banking, finance and business consulting spanning a period of over nearly 37 years. He was formerly with Arab-Malaysian Merchant Bank (now known as AmInvestment Bank Berhad) for 16 years, and for 10 years as director of KepnerTregoe (M) Sdn Bhd, a constituent company of Kepner-Tregoe Inc. a Princeton, N.J. U.S.A. based corporate consulting and training firm. Throughout his business consulting years, he has acted as corporate adviser to a number of companies in the finance, information, communication and technology industries. Currently, he is also a director of Industronics Berhad, Master-Pack Group Berhad and Areca Capital Sdn Bhd, a fund management company.
He is a Malaysian, aged 69 and graduated with Bachelor and Masters Degree in Economics from the University of Canterbury, New Zealand. He also holds a Ph.D. (Economics) from the University of Hull, United Kingdom.
His directorships in other public companies include Alliance Financial Group Berhad (Chairman), British American Tobacco (Malaysia) Berhad, IJM Corporation Berhad, IJM Plantations Berhad, Kumpulan Europlus Berhad, Malayan Flour Mills Berhad and Ingenious Growth Berhad. He is a member of the Labuan Offshore Financial Services Authority. He also serves on the Listing Committee of Bursa Malaysia.
He was a senior partner of Coopers & Lybrand (now known as PricewaterhouseCoopers), Malaysia (19741997). He was a Committee Member of the Kuala Lumpur Stock Exchange (19901996) and also a past President (19941996), Council Member (19812002) of the MICPA and was also a member of the Malaysian Accounting Standards Board (20032009).
He is a Malaysian, aged 67. He is a qualified Chartered Accountant and is a Fellow of the Institute of Chartered Accountants in England and Wales. He is also a member of the Malaysian Institute of Certified Public Accountants (MICPA) and the Malaysian Institute of Accountants.
He has been with DIALOG since 1992, where he joined as the Group Finance Manager and was later promoted to General Manager, Group Finance before his appointment to the Board. He has more than 27 years of working experience in corporate and financial management.
Kamariyah Binti Hamdan

Jaafar Bin Rihan
Non-Independent Non-Executive Director
Zainab Binti Mohd Salleh

ZAINAB BINTI MOHD SALLEH is the Group Financial Controller and Joint Company Secretary of DIALOG. She was appointed to the DIALOG Board on 15 May 2007. She is also the Secretary of the Nomination Committee, Remuneration Committee and ESOS Committee.
Group Financial Controller and Joint Company Secretary
She has over 26 years of working experience in various aspects of legal matters in relation to oil and gas, general corporate advisory, corporate finance, banking, real and personal property transactions, joint ventures, privatisation, engineering, procurement and construction contracts, technology transfers, etc.
She joined Petronas in 1979 as one of its legal advisors and during her 10 years tenure there, she also had the opportunity of heading the Product Trading and Supply Department of its then International Marketing Division. She was also Legal Advisor and Company Secretary to Petronas Gas Sdn Bhd (now Petronas Gas Berhad) in 1988. She left Petronas to be a Partner of Mah-Kamariyah & Partners from 1989 to 2005 where she continued to be actively involved in the oil and gas business.
She is a Malaysian, aged 60, and holds a Bachelor and a Master of Laws degree from the University of London, and a Barrister-at-Law degree from the Honourable Society of Lincolns Inn.
KAMARIYAH BINTI HAMDAN was appointed as an Independent Non-Executive Director of DIALOG on 27 July 2010. She is also a member of the Audit Committee.
He is currently the General Manager of the Islamic Investment Development Department of EPF and he joined EPF since 2008. He was a Vice-President of Calyon Bank prior to him joining EPF. He was with Bank Negara Malaysia for 15 years whereby he was actively involved in the development of Islamic Money Market and Islamic Financial Market. His last position held with Bank Negara was as Manager of Islamic Money Market and Investment Operations and Financial Market before he joined Calyon Bank.
He is a Malaysian, aged 43 and holds a first class honours degree in Economics from International Islamic University, Selangor Darul Ehsan. He is also a National Member of Malaysian Financial Market Association since 1995.
JAAFAR BIN RIHAN was appointed as a Non-Independent Non-Executive Director of the DIALOG Board on 25 November 2010, representing Employees Provident Fund Board (EPF), which is a substantial shareholder of DIALOG.
She joined DIALOG in 1995 as Accountant and was later promoted to Group Financial Controller and Joint Company Secretary. She has over 23 years of working experience in auditing and financial management. She was formerly with Price Waterhouse (now known as PricewaterhouseCoopers) for 4 years and other companies responsible for financial and cost management accounting.
She is a Malaysian, aged 45, and holds a Bachelor of Commerce in Accountancy from University of New South Wales, Australia and is a Chartered Accountant with the Malaysian Institute of Accountants.
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GROWTH
& VALUE
With the right business model driven by the right people in the right places, we are confident that we are on the right path to achieving sustainable growth and delivering long-term value.
Senior Managements Profile (Malaysia)
Director for the Malaysia business operations. He holds a Bachelor of Science Degree in Mechanical Engineering from the Nevada-Reno University, USA. He has more than 24 years of working experience in the oil, gas and petrochemical industry. He was formerly with PETRONAS Carigali Sdn Bhd for 5 years and with other oil and gas related companies in design consultancy, construction and fabrication, and maintenance & specialised services.
MUSTAFFA KAMAL ABU BAKAR joined DIALOG in 2001 and is the Group Managing
JAMAL KAMALUDIN joined DIALOG in 1995 and is the Chief Executive Officer, Group Logistic and also acting as the Head of New Ventures. He is currently involved in DIALOGs ventures in tank terminals business on build, own and operate basis, both locally and overseas. He holds a Bachelor of Science Degree in Chemical Engineering from the University of Aston, Birmingham, United Kingdom and is a Professional Engineer registered with the Board of Engineers, Malaysia. He has more than 29 years of working experience in the oil, gas and petrochemical industry, in both upstream and downstream activities and was formerly with Esso Production Malaysia Inc. for 13 years.
NG YEE SIANG joined DIALOG in 1991 and presently is the Technical Advisor to E&C
Division. He holds a Bachelor Degree in Engineering (Mechanical) from Monash University, Australia and is a Registered Professional Engineer with the Board of Engineers Malaysia. He has over 37 years of EPCC project management experience in both upstream/downstream of the oil, gas and petrochemical industry. Prior to joining DIALOG, he worked with Singapore Petroleum Co. Refinery for 2 years, PETRONAS upstream exploration & production for 13 years and 4 years as General Manager of Shapadu on hook up/commissioning work.
Projects. He holds a Bachelor of Science Degree in Civil Engineering from the University of Aston, Birmingham, United Kingdom. He has over 28 years of working experience in the oil, gas and petrochemical industry.
CHONG CHONG WOOI joined DIALOG in 1986 and is the Chief Executive Officer, Major
16
Director of Dialog Services Sdn Bhd. He holds a Chemical Engineering Degree from the University of Tennessee, USA. He has more than 24 years of working experience in plant turnaround and maintenance work and was formerly with PETRONAS.
SUHAIMI MOHAMED joined DIALOG in 1997 and is the Director, East Coast Region and
Development. He holds a Masters Degree in Business Administration and a Chemical Engineering Degree from the University of Tennessee, Knoxville, USA. He has over 27 years of working experience in the oil, gas and petrochemical industry, particularly in third party inspection, certification and classification, wellhead manufacturing, developing clean development mechanism projects, engineering fabrication, pipes manufacturing and coating. He was formerly with PETRONAS and has also worked in other oil & gas companies.
MOHAMED NAFI BIN MOHD ZIN joined DIALOG in 2011 and is the Director, Business
HENG HIOK BOON joined DIALOG in 2010 and is the Head, Upstream Business. He holds a Bachelor of Science Degree in Minerals Engineering from the University of Birmingham, England. He has more than 30 years of working experience as a petroleum engineer with Shell Malaysia Exploration & Production Company.
A BAKAR A. WAHAB joined DIALOG in 2011 and is the Business Development Director
for Upstream Business, which focuses primarily on the marginal field development. He holds a Bachelor of Engineering Hons (Electrical) from Universiti Teknologi MARA. He has almost 30 years of working experience in the oil, gas and petrochemical industry in various sectors including construction, fabrication, offshore installation, hook up and commissioning, onshore pipeline installation and mature fields optimisation. He was formerly with PETRONAS, PETRONAS Carigali Sdn Bhd and also other oil and gas companies.
Retail Petroleum and ePetrol Commercial. She holds a Master of Business Administration and a Bachelor Degree in Corporate Finance from University of North Texas, U.S.A. She has more than 19 years of working experience in the development of macro strategies and risk management. Prior to joining DIALOG, she was a Strategic Planning Manager for the Hong Leong Group Malaysia assisting the Executive Chairman in the development of macro strategies to ensure future implications of all decisions are taken into consideration covering all the risk factors.
HO KAM YONG, EVELYN joined DIALOG in 2000 and is the Head of Risks Management,
the ePetrol Group of companies. He is responsible for the development and commercialisation of integrated payment technology, systems, services and solutions, especially those relating to MyKad use. He holds a Diploma in Banking Studies from the Institute of Bankers, London and has 29 years of working experience with HSBC Malaysia, where his last posting was Head of Card Business. Prior to joining e-Petrol, he was Country Manager for Visa International in Malaysia, Brunei and Guam where he served for 4 years.
JEFFREY GERARD PERERA joined DIALOG in 2008 and is the Managing Director of
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Senior Managements Profile (International)

TAN LEK LEK joined DIALOG in 1995 and is the Director of Operations, Construction &
Maintenance. He is also the Director of Technical Audit for the Group. He holds a Bachelor Degree with Honours in Mechanical Engineering from the University of Malaya. He is a member of the Institution of Engineers, Malaysia and the Institution of Engineers, Singapore and a Registered Professional Engineer in Malaysia and Singapore. He has more than 34 years of multi discipline working experience in construction, commissioning and maintenance of onshore and offshore oil and gas facilities, petrochemical plants, water and waste water treatment plants, both locally and overseas.
LOY AH WEI joined DIALOG in 1986 and is the Director for Special Function for the Group
and Chairman of Dialog Plant Services Pte Ltd. He holds a Master of Science Degree from the University of Manchester, United Kingdom. He is a Chartered Engineer and is also registered with the Singapore Professional Engineers Board. He has over 39 years of working experience in the oil, gas and petrochemical industry and was formerly with Mobil and Western Geophysical for 3 years and 5 years, respectively.
JESSIE KU joined DIALOG in 2007 and is the Head of Human Resources, for the Group.
She holds a Diploma in Personnel Management and has over 28 years of working experience. This was acquired in the operating environments of several multi-national companies within the manufacturing, consultancy and professional services sectors.
TOH CHEE SENG joined DIALOG in 1995 and is currently the Chief Executive Officer, International Business Operations (Specialist Products & Services). He holds a Bachelor of Science Degree in Chemical Engineering from Mississippi State University, USA. He has more than 16 years of working experience in the oil, gas and petrochemical industry. PHILIP GALLACHER joined DIALOG in 2010 and is the Chief Executive Officer, Group Plant Services. He has over 36 years of experience in the maintenance and shutdown in the oil, gas and petrochemical industry. He was formerly with ICI Engineering before moving into Project Management with Kvaerner Oil & Gas and AMEC. He has worked in onshore and offshore gaining international business management experience in Europe, the Middle East and South East Asia, and most recently in Malaysia and China as a General Manager. RICHARD ELLIS joined DIALOG through the acquisition of Fitzroy Engineering Group Ltd, New Zealand in 2011. Richard is the Chief Executive Officer, Fabrication and has over 16 years of working experience. He holds a Bachelor of Technology Mastering in Engineering and Automation. He has 10 years working experience in the automated technology industry assisting the company to establish as an international leader in their field. He has extensive experience in project management, contract negotiation and global market.
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ANDY COPLAND joined DIALOG in 1995 and is the General Manager of Dialog Services
Pty Ltd, Australia. He holds extensive inspection qualifications, a Certificate of Quality Assurance from New Zealand and is a Lead Quality Systems Auditor. He has over 25 years of worldwide working experience in a variety of roles in the oil, gas and petrochemical industry.
Bachelor Degree from Kogakuin University, Tokyo, Japan. He has over 40 years of working experience in engineering design and project management in the oil, gas and petrochemical industry and was formerly with Fuji Kantetsu Kogyo Co Ltd, Japan.
YOSHIYUKI HIRAOKA is the Managing Director of Dialog OTEC Pte Ltd and holds a
FRANCIS LAU ENG CHOON joined DIALOG in 2009 and is the General Manager,
Maintenance for Dialog Engineering Pte Ltd and Dialog Plant Services Pte Ltd. He holds an Advance Diploma in Business Management Studies and has over 27 years of working experience in the oil, gas and petrochemical industry where he was responsible for overall project management & construction, integrated maintenance activities as well as planning and execution of plant shutdown & turnaround activities. He is also familiar with tower and vessel revamps and repairs.
ANDREW LAI joined DIALOG in 1986. He is the Head of FRP. He is responsible for the business strategy and development of our locally-manufactured FIBERBOND FRP Piping system as well as specialty products and services covering Asia and Australia regions. MD NASIR BIN AHMAD joined DIALOG in 2009 and is the General Manager of Jubail
Supply Base Saudi Arabia. He holds a Bachelor of Science in Maritimes Studies and International Transport from University of Wales, Cardiff, United Kingdom and a Diploma in International Trade from University Darul Iman Terengganu, Malaysia. He has 15 years of working experience in the supply base business and fabrication industry. He was formerly with Kemaman Supply Base for 12 years and with Mushtari of EPIC Group for a year.
Dialog Sistemindo, Indonesia. He holds a Bachelor Degree in Chemical Engineering from Institute Technology Bandung, Indonesia. He has more than 18 years of working experience in the oil, gas and petrochemical industry in Indonesia and was formerly with ICI.
EDISON SINAGA joined DIALOG in 2000 and is the Country Manager and Director of PT.
19
Senior Managements Profile (International)
Saudi Arabia Company Limited. He has 18 years of working experience in Saudi Arabia covering a variety of disciplines that includes logistics, procurement, sales and marketing of industrial products & services for the oil, gas and petrochemical industry.
TAN NGEE MENG joined DIALOG in 2007 and is the Country Manager for Dialog Services
CHANNARONG MISSITA joined DIALOG in 2010 and is the Operation Manager, Maintenance of Dialog Systems (Thailand) Ltd. He holds a Degree in Bachelor of Science in Technical Education (Industrial Engineering) from Rajamangala Institute of Technology, Thailand. He has working experience in management of piping systems installation for buildings, welding fabrication of machinery, pressure vessel and steel structures and construction of storage tanks. He also has 13 years of working experience on maintenance and planned maintenance shutdown of the refinery and petrochemical plants and recently, he has been responsible for sales and marketing with leading companies to provide maintenance and turnaround of the country.
Bachelor Degree in Geology from Jianghan Petroleum Institute, Hubei, China and a Master Degree in Economics from University of International Business and Economics, Beijing, China. He has more than 17 years of working experience in the oil, gas and petrochemical industry. He was formerly with CNOOC, Halliburton, Wood Mackenzie and ION in Beijing, China.
FANG MIN joined DIALOG in 2009 and is the Country Manager for China. He holds a
DAVID MORGAN joined Dialog Technivac in 1997 and is the General Manager for catalyst services in United Kingdom. He has a total of 27 years of worldwide working experience in the oil, gas and petrochemical industry. With his vast experience, he is responsible for the operations of the growing catalyst market in United Kingdom, Europe and North Africa.
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RAYMUNDO ALAMOS joined DIALOG in 2008 and is the General Manager for Dialog Services, Inc for North America. He brings with him 20 years of working experience in the North American petrochemical and refinery catalyst field. His management skills have been developed by managing established companies as well as being on the frontline of major projects throughout the USA and abroad.
Corporate Structure (as at 30 September 2011)
DIALOG GROUP BERHAD

100% DIALOG CORPORATE SDN BHD 100% DIALOG EQUITY SDN BHD 100% EMAS MERDU SDN BHD
30% KERTIH TERMINALS SDN BHD 51% PENGERANG TERMINALS SDN BHD 90% PENGERANG INDEPENDENT TERMINALS SDN BHD
100% DIALOG PENGERANG SDN BHD 40% LMK RESOURCES (MALAYSIA) SDN BHD
100% TEMPO SETARA SDN BHD 100% CORAK DAHLIA SDN BHD
100% ORIENTAL VALLEY SDN BHD 100% SENYUM BESTARI SDN BHD
100% DIALOG PETROLEUM SDN BHD 100% DIALOG SYSTEMS SDN BHD 100% CORAK MERAH SDN BHD
50% TRACERCO ASIA SDN BHD
100% DIALOG PLANT SERVICES SDN BHD 100% DIALOG E & C SDN BHD
100% DIALOG ATLAS GLOBAL SDN BHD
100% DIALOG PETROLEUM TECHNICAL SERVICES (BEIJING) LIMITED 100% DIALOG SERVICES PTY LTD
100% CENDANA SUTERA SDN BHD 100% IDAMAN TROPIKAL SDN BHD 100% DIALOG MALL SDN BHD
51%* DIALOG CATALYST SERVICES SDN BHD
100% SAGA DIALOG SDN BHD 100% DIALOG E & I SDN BHD
100% DIALOG ENGINEERING SDN BHD 100% DIALOG CONSTRUCTION SDN BHD
51% DIALOG INTERNATIONAL (L) LTD
49% DIALOG SYSTEMS (THAILAND) LTD 90% PT. DIALOG SISTEMINDO
99% ULTIMATE TECHNOLOGY & SERVICES CO., LTD
40% EC-DIALOG PTE LTD 51%* DIALOG SERVICES EUROPE LIMITED
100% PACIFIC ADVANCE COMPOSITES SDN BHD 100% DIALOG FABRICATORS SDN BHD
100% DIALOG SERVICES PTE LTD 100% DIALOG SYSTEMS PTE LTD
51% CATALYST HANDLING RESEARCH & ENGINEERING LIMITED 100% DIALOG TECHNIVAC LIMITED
51%* DIALOG SERVICES, INC 74% OTEC HOLDINGS PTE LTD
100% DIALOG OTEC SDN BHD
100% DIALOG SYSTEMS (ASIA) PTE LTD 100% DIALOG ENERGY SDN BHD 55% CENTRALISED TERMINALS SDN BHD 80% LANGSAT TERMINAL (ONE) SDN BHD 80% LANGSAT TERMINAL (TWO) SDN BHD
89% DIALOG ENGINEERING PTE LTD
80% DIALOG OTEC PTE LTD 100% DIALOG (LABUAN) LTD
57% GNT INTERNATIONAL LIMITED 60% DIALOG SERVICES SAUDI ARABIA COMPANY LIMITED 100% FITZROY ENGINEERING AUSTRALIA PTY LTD
90% DIALOG PLANT SERVICES PTE LTD
(fka TOH TECK SENG ENGINEERING & CONSTRUCTION PTE LTD)
60% DIALOG SERVICES SDN BHD
51% ANEWA ENGINEERING PRIVATE LIMITED
100% DIALOG SERVICES (HONG KONG) LIMITED
100% OVERSEAS TECHNICAL ENGINEERING AND CONSTRUCTION PTE LTD
100% OVERSEAS MANUFACTURING (JOHOR) SDN BHD
100% INFODASIA SDN BHD
100% DIALOG PROPERTIES SDN BHD
17% EPETROL HOLDING SDN BHD
90% FITZROY ENGINEERING GROUP LIMITED
49% OVERSEAS TECHNICAL ENGINEERING & CONSTRUCTION SDN BHD
100% DIALOG D & P SDN BHD
51%^ EPETROL SERVICES SDN BHD 32% BC PETROLEUM SDN BHD
51%^ EPETROL SYSTEMS SDN BHD
50% FINELINE SERVICES LIMITED * ^ The remaining 49% is held by EC-Dialog Pte Ltd The remaining 49% is held by ePetrol Holding Sdn Bhd
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LEADERSHIP
& RELATIONSHIPS
We will continue to leverage on our unrivalled qualities unrivalled leadership as well as strengthening our relationships with all our customers across the markets that we serve. track record and unrivalled expertise with a view to growing our
Quality And Safety
Pacific Advance Composites Sdn Bhd and Overseas Manufacturing (Johor) Sdn Bhd have successfully gone through the ISO9001:2008 Re-Assessment Audit by SIRIM QAS International Sdn Bhd and D.A.S Certification Ltd respectively. Dialog E & C Sdn Bhd, Dialog Plant Services Sdn Bhd, Dialog Systems Sdn Bhd, Dialog Technivac Limited and Fitzroy Engineering Group Limited have successfully maintained their respective ISO9001:2008 certification.
QUALITY ASSURANCE & QUALITY CONTROL
Fitzroy Engineering Group Ltd is also the holder of American Petroleum Institute (API) Monogram License that meets API SpecQ1 with additional API 5DP and API Spec 7-1 product licenses.
On the composites pipe business, Pacific Advance Composites Sdn Bhd is the holder of ABS Product Type Approval (PTA) certificate and ABS Manufacturing Assessment (MA) certificate, both were awarded by American Bureau of Shipping (ABS).
Dialog Systems Pte Ltd, Dialog Plant Services Pte Ltd and Overseas Technical Engineering and Construction Pte Ltd have successfully upgraded their quality management system to comply with the new ISO9001:2008 certification. On the Quality Control section, Dialog Plant Services Sdn Bhd has successfully renewed the ASME U, U2 and S certificates from The American Society of Mechanical Engineers (ASME) and the NB and R certificates from the National Board of Boiler & Pressure Vessel Inspectors. Overseas Manufacturing (Johor) Sdn Bhd, is also the holder of ASME U and U2 certificates and; National Board NB and R certificates.
The Groups operations in Malaysia have clocked a total of 4.8 million man-hours in financial year 2010/ 2011 and cumulative 5.6 million man-hours without Lost Time Injury (LTI). However, our Singapore operations unfortunately lost one technician while he carried out inert entry work in a clients worksite in Singapore in March 2011. We had immediately taken all necessary steps to put in place stringent measures to eliminate such undesirable event in the future.
HEALTH, SAFETY & ENVIRONMENT (HSE)
DIALOG has demonstrated a clear commitment to continuously providing and upholding the highest quality of products and services to our customers by securing and maintaining the various quality certifications.
One of the continuous improvement programs that has been put in place in the year is the structured Senior Management HSE Walkabout, which now forms part of Groups scheduled HSE Inspection and Audit Plan. While emphasizing Managements commitment to HSE, the program aims to cultivate deeper HSE awareness among the workforce enabling employees at the various worksites to have access to interact directly with Top Management on HSE matters if they wish to.
As the Group ventures into wider business areas including upstream works, it presents even a greater challenge to maintain a high level of HSE standard, which the Group will uphold. In view of this, we have also embarked on an exercise to review and upgrade our existing HSE Management System (HSEMS) to keep abreast with business development and be in sync with evolvement of HSE best practices in the industry. All our subsidiaries have maintained compliance to ISO14001 and OSHAS18001 system requirements. Our Specialist Services & Products group is working closely and continuously with our technology partners in operations using technologies that safeguard the environment, especially in the control of dust and volatile organic compounds (VOC) emissions.
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Review of Operations
DIALOG once again improved on its previous year performance with a growth of 28.4% on its profits after tax. All the divisions for the current year outperformed the previous years results, in particular the Engineering & Construction and Plant Maintenance activities, both in Malaysia and overseas. The commencement of operation by the Groups jointly controlled entity, Langsat Terminal (One) Sdn Bhd in September 2009 for Phase 1 and April 2010 for Phase 2 and the successful acquisition of Fitzroy Engineering Group Limited, based in New Plymouth, New Zealand in April 2011 had also strengthened the Groups results for the year ended 30 June 2011. During the financial year under review, the Group has embarked on two major projects. It has started implementing the development of Pengerang Independent Deepwater Terminal projects in Pengerang, Johor and also secured the award of Small Field Risk Service Contract (SFRSC) from PETRONAS. Overall, our businesses in tank terminals, engineering & construction, plant maintenance and specialist products and services continued to contribute significantly to DIALOGs consistent growth.
Kertih Terminals Sdn Bhd (KTSB), an associate company, continued to register sustainable profits for FY2011. KTSB has a total of 42 tanks with a combined storage capacity of about 400,000 cubic meters (m). The development of Phase 3 for Langsat Terminal (One) Sdn Bhd (LgT-1), a joint venture company with MISC Berhad (MISC) and Puma Energy Asia Pacific B.V. (Puma) has been completed in August 2011. With an added capacity of 76,000 m of storage for gasoline, biodiesel and drilling base oil and road tanker loading facility, LgT-1 now boasts a combined storage capacity of 476,000 m.
MALAYSIA OPERATIONS
The development of Langsat Terminal (Two) Sdn Bhd (LgT-2), also a joint venture company with MISC and Puma was also well in progress and expected to be operational by December 2011. LgT-2 has a total of 10 tanks for gasoline products with a storage capacity of 171,000 m.
476,000 m tank terminal facilities at Tanjung Langsat, Johor.
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BCOT project Piling and tank foundation activities in progress.
The Terminal project is poised to become a regional petroleum hub owing to its strategic location and proximity to the international sea lanes. The Terminal is a tankage facility for handling, storing, blending and distribution of crude oils and petroleum products with marine facilities. Capable of handling very large crude carriers (VLCC) with a water depth of up to 26 meters, it will be the first deepwater terminal in South East Asia.
During the financial year, the Group commenced the development of the first phase of the Pengerang Independent Deepwater Terminal (Terminal) project, which is jointly undertaken with the State Secretary, Johor (Incorporated) and Vopak Terminal Pengerang BV. The project will be developed on adjoining onshore and seabed land located between Tanjung Ayam and Tanjung Kapal in Pengerang, Johor and shall comprise an initial storage capacity of approximately 1.3 million m together with six berths at jetty and is expected to be completed in 2014.
The financial year under review saw slower demand for Shell MDS Synthetic GTL Sarapar and Saraline drilling base fluids resulting in a downward trend for the sales of domestic specialist products and services. The decline was due to lower activities in domestic drilling schedules. However, sales of other specialist products such as Johnson Matthey process catalysts and absorbents, specialised Lisega pipe hangers, Enventure Global Technologys solid expandable maintained its upward trend. Long term Swellable Packers contract with PETRONAS Carigali Sdn Bhd, Sarawak Shell Berhad and Sabah Shell Petroleum Co Ltd under Package 3, specialised packers, were secured successfully. In addition, the team also acquired sales for Jet Pump Package (Wellcom system) with PETRONAS Carigali's Duyong Field Development and continued working on a few more potential projects.
The specialist products and services team continued to identify new technologies/products and was successful in securing an exclusive marketing representation for Alderley Plc, to market fiscal metering/custody transfer, produced water treatment systems and control systems engineering.
The demand for specialty products and services will increase, driven by various initiatives by the oil and gas industry such as deepwater drilling, enhanced oil recovery and innovative approaches to the development of new, mature and marginal oil fields.
During the financial year, the EPCC Division was involved in the engineering, procurement, construction and commissioning (EPCC) of the above mentioned LgT-1 Phase 3 and LgT-2 projects. In addition, in October 2010, the Group was awarded by PETRONAS Carigali Sdn Bhd (PCSB) the EPCC of Bintulu Condensate Storage Tank (BCOT) and associated facilities. Construction works are progressing well, with a project handover date by middle of next year. Also in Bintulu, the team won an EPCC and associated works of cooling tower project for Asean Bintulu Fertilizer Sdn Bhd (ABF). The completion is slated for end of 2011.
26
Upon successful commissioned of the EPCC Mercury Removal Unit (MRU) Project at Petronas Penapisan (Terengganu) Sdn Bhd (PPTSB) in July 2010, the Group was awarded another EPCC Mercury Removal Unit by Newfield Sdn Bhd in October 2010. The fabrication of the facility was on track for mid July 2011 handover. For the MRU facilities, the Process Technology and the supply of Mercury absorbent were from Johnson Matthey. The Groups Plant Maintenance Division recorded a steady growth in revenue for the current financial year. A number of completed works included shutdown projects at OPTIMAL Chemicals (Malaysia) Sdn Bhd in Kertih with whom we have term contracts for general maintenance services and minor projects. These contracts were supported by our regional workshop in Kertih.
The Kertih workshop team also carried out tank cleaning and replacement of high performance trays projects for PPTSB. The team also completed reactor overhauls in BASF Gebeng as part of the catalyst change out works.
FIBERBOND Advance Composite Piping System continued to gain recognition from existing and new customers by virtue of its long term benefits, safety record, proven reliability and well trained personnel. We have achieved an excellent track record to-date since 1998.
A long term contract for hydroblasting works with BASF Petronas Chemicals Sdn Bhd (BASF), Gebeng was secured and supported by our recently refurbished Gebeng workshop to cater for hydro-blasting and general plant maintenance services.
Bonding activity at Samarang Platform PCSB-SBO.
petroleum from the Balai Cluster Fields, located offshore Bintulu, Sarawak, will be carried out in 2 phases. The pre-development phase is scheduled to commence in 3Q 2011 and is expected to take up to 18 months with total cost is estimated to be between USD 200 250 million.
We continued works with PCSB to replace corroded carbon steel, alloy metal and GRE firewater pipes for their existing platforms in Sabah and Sarawak waters. Several new projects orders were received from Sarawak Shell Berhad E8, F13 and Brownfield projects and others.
Construction activities at ABF cooling tower project, Bintulu.
FY2011 also marked an important milestone as we and our partners ROC Oil Malaysia (Holdings) Sdn Bhd and PETRONAS Carigali Sdn Bhd were awarded the Small Field Risk Service Contract for the Balai Cluster Fields by PETRONAS. The development and production of
On the successful completion of the pre-development phase and agreement on the economic viability of the fields, a field development plan will commence. Production from all the fields in the cluster is planned to be onstream within 24 months from commencement of the development programme. The total cost of the development phase is estimated to be between USD 650 700 million.
Apart from the marginal fields now awarded, this financial year saw the Group actively pursuing other mature field opportunities to increase and diversify its upstream portfolio.
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In line with the growth aspirations, the Group and its business partner, LandOcean Energy Services Co., Ltd. are tendering for subsurface consultancy services to oil and gas companies, which included, amongst others, 2D and 3D seismic processing/re-processing, special seismic attribute studies using own proprietary technologies, integrated field studies and field development plans.
Ongoing opportunities which would enhance and differentiate DIALOGs capability were continuously being pursued through collaborative efforts in order to position the Group as a One Stop fully integrated Technical Services Provider for the upstream and downstream sectors. In this financial year, the ePetrol division successfully deployed a Loyalty Solution for the Sahabat 1Malaysia, a loyalty programme in collaboration with MRewards International and the Ministry of Information Communications and Culture in 2010. Its Welfare
Management Solution through the MyKasih Programme received an award at 2010 Commonwealth Association for Public Administration and Management (CAPAM) conference in Malta for the innovative use of MyKad in the disbursement of welfare aid, under the category of Innovative Use of Technology in the Public Service. The technology has been recognised by the government agencies and our project initiatives are supported by Bank Negara Malaysia, Multimedia Development Corporation Sdn Bhd (MDeC), Jabatan Pendaftaran Negara (JPN) and PEMANDU.
INTERNATIONAL OPERATIONS
The International operations performed well during the financial year under review and contributed positively to the Groups FY2011 results. While maintaining growth in existing operating countries, the Group has expanded its operation in New Zealand, Australia, Thailand, India, China and Saudi Arabia.
For the oil & gas sector, ePetrol provides DIALOG the core solutions in work planning and management systems, asset management and maintenance systems, terminal stock accounting and control systems, fabrication quality control systems and other industry specific solutions. These systems enabled DIALOG to benefit from better efficiency and higher degree of automation.
The development of an integrated offshore supply base in Jubail Commercial Port, Kingdom of Saudi Arabia kicked off in December 2010. Phase 1 of the development covered access/berthing channel deepening, the construction of a 420-meter anchored sheet piled quay wall, diesel fuel and fresh water storage tanks with a total capacity of 19,400 m, a workshop, a warehouse and an ancillary support facilities. Upon completion of all activities which is targeted for December 2011, the initial phase will be able to concurrently serve six offshore support vessels with length of a ship of 45 to 60 meters and a base area of 45,440 square meters.
Jubail Supply Base Dredging onshore construction in progress. 28
The International Marketing Division continued to show strong growth for FY2011. Increased customer base helped push the sale of Shell MDS Synthetic GTL Sarapar and Saraline drilling base fluids, with secured first orders from Petrochina, Chevron and Shell in China, Cairn in Sri Lanka and Rak Petroleum of United Arab Emirates.
Storage tanks to be located at Dampier, Western Australia being fabricated in Banting.
Sales for Conoco LiquidPowerTM Flow Improvers from Indonesia, China and other markets remained steady for this period with the addition of a number of new accounts. Similarly, the Division continued to secure sales of other products including Vikoma oil spill response equipment, Lisega pipe hangers and support balls.
The supply of Johnson Mattheys Absorbents for offshore gas treatment to Chevron and ConocoPhillips in Indonesia, PTTEP gas fields and PTT onshore gas processing plants continued to gain stronger foothold, while demand for other types of absorbents and catalysts for refineries remained strong.
Bullish on potential market for drilling base fluids in Australia, the Group started to construct a dedicated tankage facility in Dampier, Western Australia which comprised of 11 storage tanks. The partial shipment of completed tanks were successfully loaded out in June 2011 and the balance of tanks in August 2011. Site construction is in progress with target completion by December 2011.
Renewed orders from existing markets like PTTEP, Chevron, ConocoPhillips, Vico, Cairn Energy, ONGC, CPOC in Australia, India, Thailand, Myanmar, Indonesia and Brunei respectively remained strong, contributing positively to the Group.
The very first contract for supplying 140 units of Wellheads and Christmas trees to Sirikit Oil Field in Thailand was also sealed during the course of the year.
The Engineering and Construction Division of international operations remained extremely busy during the course of the year. Significant amount of engineering resources were allocated towards assisting the efforts of the Groups major projects, for instance, the various terminals at Tanjong Langsat and the independent deepwater terminal at Pengerang. Singapore based international engineering team provided full engineering support for EPCC, construction and fabrication projects as well as for continual business development. Projects comprised
To maintain profitable growth, the Division is actively seeking new markets in Australia, Middle East and Africa while nurturing existing customers of the South East Asia with diverse range of products and services.
Construction of refinate spheres for Stolthaven at Jurong Island.
the refinate spheres for Stolthaven on Jurong Island in Singapore, tanks and piping systems for the Fuji Oil plant in Thailand, the Taganito tanks and thickeners in the Philippines, various Vopak upgrading projects and many more. To meet the increased demand, it was decided to reactivate the Johor Design Centre based at Tebrau in Southern Johor.
Construction projects continued to progress positively. Those included the six spheres earlier mentioned, over fifty tanks and ten thickeners for a mine in southern Philippines
29
Catalysts reforming unit at Ineos, Grangemouth Scotland.
vessels thereby extending the life cycle of affected plants. At Oil Tanking, works to replace bottoms, sideshells and roofs of various tanks were performed, which was also part of the operators life-extension programme. which were being fabricated offsite for field erection. The tanks and piping systems for the Fuji Oil plant in Thailand were also successfully completed. Various upgrades for both terminals and berths were carried out for Vopak in Singapore. Work on the large tank at the Bintulu Crude Oil Terminal was expected to commence soon, as was the sphere for Kaneka.
A total of Refining Company. thirteen valves including a 40-inch regenerated catalyst slide valve was completely overhauled and rebuilt with new components.
There were increased demands for mechanical maintenance work. Notably at Shell, the Maintenance team provided welding overlay service for a number of older
The Division also participated in the turnaround shutdown of various plants for Shell, ExxonMobil and Singapore Refining Company in Singapore as well as other petrochemical plant and power stations.
The International Engineering arm remained very active at the ExxonMobil Singapore Parallel Train Project on Jurong Island, undertaking many work packages.
Our specialist maintenance capability was the refurbishment of the slide valves of the fluidised catalytic cracking unit for Singapore
To further add value to the desludging and tank cleaning services, en-situ de-watering service was extended. The service allowed for a reduced in the quantity of sludge for external treatment which contributed to significant cost saving for plant operators.
In support of the Maintenance team, the Groups fleet of vacuum trucks with related pumps and cleaning equipment had been busy desludging tanks and other vessels to prepare them for temporary decommissioning to be followed by the necessary repair. Together with the civil engineering team who maintained the foundations, the team was able to offer a one-stop single-source responsibility service for tank maintenance and upgrading to our valued clients. Through these successes, the Division is now in a position to offer similar cleaning, repair and foundation upgrade service to other terminal and tankage operators in the region.
The team completed part of the plant shutdown in conjunction with the Singapore Operations team for Exxon Mobil in Singapore. Currently in progress are tank cleaning and repairs for VOPAK, Oil Tanking, SRC and Shell Seraya, and Shell Bukom in Singapore. The team also completed many catalyst changeout works in 14 different countries, including 3 new countries, ie Shanghai, China, Bolivia and Sakhalin Island, Russia. FY2011 also saw higher revenue and profits contributions from our team in Saudi Arabia. The team has expanded range of specialised industrial services which covers Bolt Torquing & Tensioning, Flange Management System, Pipe Cutting & Beveling, Flange Facing, Tank Pickling & Preservation, Pipe Line Hydro testing & Valve Testing. Our major activity is currently in the Eastern & Western regions of Saudi Arabia. We are currently offering our services to Saudi Aramco Refinery Facilities, Sabic Affiliates, CHEVRON Philips, SIPCHEM, Tasnee, SAHARA & Gulf Farabi.
FIBERBOND Advance Composite Piping System also continued to gain recognition from our international customers. Several new projects orders were received for Petrobras Guara FPSO from Modec International and Aibel
30
During the year, the Group acquired a heavy fabrication and multidisciplined engineering company, Fitzroy Engineering Group Limited (FEGL). FEGL owns a large fabrication yard facility situated on four hectares of leased land in New Plymouth, New Zealand with over 9,000 square meters (m) of covered workshops. The fabrication yard is linked to Port Taranakis deepwater port by a wide load heavy haul transport corridor. It also has a workshop and maintenance team with a workforce of 60 in Brisbane, Australia under Fitzroy Engineering Australia and a plate profiling company under Fineline Services in New Plymouth.
Thailand, Yetagun C projects from Thai Nippon Steel, and others. Installation activities have taken the team beyond the boundaries of Malaysia most notably China, Thailand, Vietnam, Singapore and Batam Island, Indonesia. Our installed products are now operating in Malaysia offshore and onshore, Maari field in New Zealand, Murphy Oil Thunderhawk Deepwater Platform (Hull) in the Gulf of Mexico, Petrobras Tupi 1 FPSO in Brazil Deepwater, Song Doc field in Vietnam, Hess operation in Equitorial Guinea (Africa) and ExxonMobil East Areas Projects in Nigeria.
Group with immediate access to the established New Zealand market as well as provide growth opportunities within the Australian market.
Since its acquisition, FEGL has safely completed the two most critical heavy onshore lifts on the Yolla MLE Accomodation and Utilities Project. Module M2 (lift weight: 85.5 tonnes) to M1A, and M3 (lift weight 92.8 tonnes) to M2. The complete Module weighing 610 tonnes will be transported to Port Taranaki in October 2011 before being shipped to the Bass Strait and installed on an existing platform.
To further strengthen the fabrication capabilities in the region, the Group acquired UTS, a fabrication company and workshop in Rayong,
Thailand with a total area of 30,000 m and fabrication shop area of 1,600 m. We are in the midst to expand the fabrication shop area to 3,500 m. The expanded fabrication shop shall be fully equipped with overhead cranes, plate bending roller, computer numeric control profile cutters and blasting & painting facilities to provide one-stop service from raw material to finished product. This facility also includes a warehouse and maintenance shop for a wide range of plant maintenance facilities. This acquisition will allow us to increase the range of plant maintenance services to a wider range of customers in Thailand.
A NZD35 million offshore gas platform accommodation module is being built at Fitzroy Engineering's fabrication yards.
FEGL has an established track record in New Zealand and Australia for high quality engineering and is well-known for its reliability. The integration of FEGL into DIALOGs fabrication business will provide the
31
Technology Partners
SWELLABLE TECHNOLOGY
P R O C E S S
S O L U T I O N S
32
Human Resource (as at 30 June 2011)

Distribution by Qualification No. % 7 8 8% 30% 16% 7% 24% 8%
Technical Degree
Technical Diploma
354
Technical Certificate
158
16
Non Technical Degree
538
Non Technical Diploma Skilled Worker Total Staff
182 55
24
Non Technical Certificate Non Skilled Worker
103 676
2,248
182
30 100
2 8
2% 5%
Human Resource Growth

2,248
2,400 2,200 2,000 1,800 1,600 1,400 1,200 1,000 800 600 400 200 0 2002 2003 2004 2005 2006 2007 2008 2009 2010 518 465 368 455 643 1,105 1,304 1,567
1,619
2011
33
Calendar of Events
22nd Annual General Meeting, Eastin Hotel, Petaling Jaya.
24 nov 10
11 jan 11
pendent Announcement of Pengerang Inde inal project under the Deepwater Term e at Economic Transformation Programm a. Putrajay
Ground Breaking for DIALOG Headquarters at Mutiara Damansara.
19 jan 11
The 13th Asian Oil, Gas & Petrochemical Engineering Exhibition at Kuala Lumpur Convention Centre.
1-3 june 11
2-3 june 11
ting at Budget 2012 & Business Plan Mee ay Inn, Petaling Jaya. Glenmarie Holid
Team Building in Singapore.
11-12 june 11
34
Corporate Integrity Pledge at Putrajaya International Convention Centre.
19 april 11
13 may 11
t Venture Signing of Development Cum Join ent of Agreement with The State Governm l Ta'zim and The State Secretary, Johor Daru Petroleum Johor (Incorporated) at Malaysian . Club
Signing of Joint Venture Agreement with VOPAK at Malaysian Petroleum Club.
1 june 11
Signing of Shareholders Agreement with The State Secretary, Johor (Incorporated) at Johor.
6 july 11
16 august 11
ice Contract Signing the Small Field Risk Serv ter Fields with PETRONAS, for Balai Clus Bhd and Roc Oil Malaysia (Holdings) Sdn AS Carigali Sdn Bhd. PETRON
DIALOG Hari Raya Open House at Sime Darby Convention Centre.
14 sept 11
35
Corporate Social Responsibility
2
COMMUNITY
36
DIALOG also provides the technology employed by the MyKasih programme. Through its subsidiary, ePetrol Services, DIALOG has developed the technology that pioneered the innovative use of the MyKad as a tool to channel aid directly to target recipients. The technology also effectively converts MyKad into a payment instrument to
MyKasih Love My Neighbourhood programme has become a prominent feature of DIALOGs Corporate Social Responsibility campaign targeted at low income households. In addition to the distribution of food aid to underprivileged families, DIALOG also aims to rehabilitate these families through education and skills training; an objective that is aligned with DIALOGs corporate social responsibility philosophy to help the less privileged residing in neighbourhoods where the Group has business interest in.
DIALOG established tuition centres for school-going children of recipient families in Kampung Kayu Ara Petaling Jaya, Selayang, Puchong, Kerteh and Pasir Gudang, and has pledged RM280,000 to run the tuition classes in these locations for one year.
In financial year 2011, DIALOG has contributed a sum of RM785,200 to support 755 households in 12 locations across Malaysia where DIALOG operates with food aid. The other contributors of the Foundation include both local and international corporations who share the same ideals for looking after our community like DIALOG. In total, MyKasih Foundation reaches out to 9,538 households in 83 locations across Malaysia.
purchase and pay for essential food items at participating retail stores. DIALOG spends approximately RM1.0 million a year just to support and administer the technology for the MyKasih programme.
DIALOG believes in carrying out its business responsibly in accordance with best business practices and by looking after the interest of the community, its employees and the environment, and also fulfilling its broad range of responsibilities to stakeholders in the marketplace.
Under the supervision of MyKasih Foundation, DIALOG collaborated with MyHarapan Youth Trust Foundation to develop activities for MyKasih youth and teenagers, with a focus to bring about a change of mindset leading to empowerment through skills training and capacity building.RM70,000 was earmarked for this Youth Leader Training Programme where our youth participated in an array of training sessions covering subjects such as public relations, media management, event management, pitching and programme management. 30 MyKasih youth aged 17 to 25 years
1. Tuition at Selayang.
2. MyHarapan Youth Camp in Selayang. 4. MyKasih Launching with ConocoPhillips at Sungai Udang, Melaka. 6. DIALOGs Bowling Tournament. 3. Skills training by Advisory Council of MyKasih in Kayu Ara.
5. Launching of food aid programme at Gaint Bandar Kinrara in Puchong.
7. Planting mangrove seedlings in conjunction with Earth Hour at Kuala Selangor Nature Park.
6
complemented by the Academic Achievers Reward to encourage these children to excel academically. RM36,736 was presented to 231 school going children of DIALOGs employees under these two programmes.
7
In supporting efforts to take better care of our ecosystem, employees of DIALOG and MyKasih Foundation signed up for a tree planting programme organised by a MyKasih programme donor in celebration of the Earth Hour. This simple act of kindness to nature has collectively planted 530 mangrove seedlings of the Rhizophora species.
participated in a Start-Up Camp session held over four days in June 2011. To allow recipient mothers acquire skills for both employment opportunities and income generation, 18 mothers participated in NAWEMs (National Association of Women Entrepreneurs of Malaysia) skills training programme covering floral design, traditional cooking, tailoring and basic baking. DIALOG will continue to support and sponsor programmes aimed at developing the less privileged in communities where it operates.
The sports club organised competitive and non-competitive games throughout the year which included weekly badminton and futsal. An inter-division bowling tournament took centre stage during this financial year with an impressive turnout of staff.
WORKPLACE
The Annual School Assistance Programme continued to help lower income group employees manage their finances during the back-toschool period. The programme is
The Group has always encouraged internship residency. This financial year, 32 undergraduate students took part in the internship programme, aimed at exposing these future talents to a resultbased environment as working adults.
During the financial year 2011, DIALOG has taken on board 28 new employees fresh out of university under its Young Graduates Programme.
Our commitment to the environment is reflected in every activity we carry out. More recently, the Board has decided to adopt a paperless culture when holding meetings, setting a new precedence for all divisions across DIALOG.
While DIALOG is reviewing and upgrading its HSE Management System (HSEMS) in line with its new ventures including upstream activities, its significant subsidiaries have continued to maintain compliance to ISO14001 and OSHAS18001 system requirements respectively. The specialised services team also continued to work in synergy with our technology partners applying technologies that safeguard the environment, most notably in the control of dust and volatile organic compounds (VOC) emissions.
ENVIRONMENT
Constant media reports had undoubtedly increased our awareness in nature conservation. A beach clean-up trip to Tioman not only provided invaluable insight into the complex coral reef ecosystem but also exposed our participants to the environmental conundrums facing the oceans and its reefs daily.
MARKETPLACE
The Annual General Meeting remains the principal forum for dialogue and interaction between shareholders and our directors as well as the management team. Throughout the year, DIALOG played host to numerous media communicators, investment analysts and fund managers and provided this fraternity with the latest and timely information about DIALOG.
We remain committed to our responsible business practices and would adhere to the highest ethical standards in our business approach and dealings with our customers, suppliers, the Government and stakeholders in general.
37
PEOPLE
& PERFORMANCE
As a dynamic organisation, we will continue to build a great team of employees by fostering the right work environment because we believe that great people drive great performance.
Share Performance
FBM KLCI Index 4,500 Volume Closing Price 3.15
900,000
4,000
800,000
2.80
3,500
700,000
2.45
3,000
600,000
2.10
2,500
500,000
1.75
2,000
400,000
1.40
1,500
300,000
1.05
1,000
200,000
0.70
500
100,000
0.35
Oct 10
Nov 10
Dec 10
Jan 11
Feb 11
Mar 11
Apr 11
May 11
Jun 11
Jul 11
Aug 11
Sep 11
0.00
Volume
Closing Price
FBM KLCI Index
SUMMARY OF MONTHLY SHARE INFORMATION FOR THE PERIOD FROM OCTOBER 2010 TO SEPTEMBER 2011
Opening Price (RM) Highest Price (RM) Lowest Price (RM) Closing Price (RM) Volume (Board Lot of 100 units) Oct 10 1.12 1.31 1.11 1.30 Nov 10 1.31 1.57 1.29 1.51 Dec 10 1.50 1.89 1.48 1.79 Jan 11 1.81 2.29 1.81 2.08 Feb 11 2.10 2.42 2.04 2.19 Mar 11 2.20 2.40 2.13 2.32 Apr 11 2.32 2.58 2.30 2.49 May 11 2.49 2.84 2.42 2.80 Jun 11 2.79 2.88 2.62 2.76 Jul 11 2.76 2.76 2.41 2.71 Aug 11 2.69 2.79 2.20 2.40
Sep 11 2.41 2.50 1.79 2.25
1,384,432 1,526,439 1,608,763 3,337,614 2,025,688 2,058,579 1,753,343 1,216,152 1,218,012 1,394,553 2,546,856 2,116,040
40
Schedule of Share Buy-Back

DISCLOSURE IN ANNUAL REPORT IN COMPLIANCE WITH APPENDIX 12D OF THE MAIN MARKET LISTING REQUIREMENTS
During FY2011, DIALOG purchased 4,488,300 of its own ordinary shares from the open market. All the shares purchased were retained as treasury shares and none of the treasury shares held were resold nor cancelled by the Company in FY2011. Details of the purchases of own shares for FY2011 are as follows: No. Of Shares Purchased 1,500,000 1,600,000 300,000 1,038,300 50,000 Lowest RM 1.040 1.070 1.120 1.580 2.100 Purchase Price Per Share Highest RM 1.080 1.090 1.120 1.600 2.100 2.100 Average Cost Per Share* RM 1.057 1.090 1.124 1.597 2.109 1.210 Total Cost RM 1,585,814 1,744,441 337,309 1,658,237 105,451
July 2010 August 2010 September 2010 October 2010 November 2010 December 2010 January 2011 February 2011 March 2011 April 2011 May 2011 June 2011 TOTAL for FY2011
*
Month
4,488,300
1.040
5,431,252
Average cost per share is inclusive of transaction costs.
As a result, a balance of 22,834,971 ordinary shares was retained as treasury shares as at 30 September 2011.
Subsequent to FY2011, between 1 July 2011 and 30 September 2011, the Company purchased an additional 90,000 of its own ordinary shares from the open market for a total consideration of RM 229,669.
As at 30 June 2011, a total of 22,744,971 ordinary shares were held as treasury shares.
41
Enhancing Shareholders Value

New Shares Issued To A Shareholder 800 1,200 1,200 840 1,008 1,209 1,233 Cumulative Number Of Shares Held By A Shareholder 1,800 3,000 4,200 5,040 6,048 60,480 61,689 62,922 1,000 Initial Cost Of Investment Of A Shareholder RM2,750
1996
Financial Year 2000 2000 2001 2002 2004 2004 2006 2009 2010
Initial Public Offer at RM2.75 per share Bonus issue : 4 for 5 Bonus issue : 2 for 3 Bonus issue : 2 for 5 Bonus issue : 1 for 5 Bonus issue : 1 for 5 Share split of 1 into 10 Special share dividend : 1 for 50 Special share dividend : 1 for 50 Bonus issue: 2 for 5
Particulars
25,168
88,090 Current Investment Of A Shareholder 88,090 RM2.25 RM198,203 RM18,040 RM216,243
Total number of shares of RM0.10 each held Closing share price on 30 September 2011 Market value of shares held Cumulative gross dividends received/receivable (FY1996 to FY2011) Total value as at 30 September 2011 Total returns over 16 years (gross) Compounded annual growth rate (CAGR) from 1996 to 2011
7,763% 34%
42
Shareholders Information as at 30 September 2011

Authorised Share Capital Issued and Paid-up Share Capital No. of Shareholders Class of the Shares Voting Rights No Of Holders 2,075 2,050 8,640 3,293 867 3 : : : : : RM250,000,000 RM199,636,433.30 16,930 Ordinary Shares of RM0.10 each One Vote per ordinary share (On a poll)
DISTRIBUTION SCHEDULE OF SHARES AS AT 30 SEPTEMBER 2011

Total Holdings
Note: * Excluding a total of 22,834,971 shares bought-back by Dialog Group Berhad and retained as treasury shares as at 30 September 2011.
16,928
Less than 100 100 to 1,000 1,001 to 10,000 10,001 to 100,000 100,001 to less than 5% of issued shares 5% and above of issued shares
1,973,529,362
98,915 1,265,040 38,452,322 100,887,381 1,236,284,870 596,540,834
Holdings *
100.00
0.01 0.06 1.95 5.11 62.64 30.23
%*
THIRTY SECURITIES ACCOUNT HOLDERS HAVING THE LARGEST NUMBER OF ORDINARY SHARES AS AT 30 SEPTEMBER 2011
1. 2. 3. 4. 6. 5. 7. Citigroup Nominees (Tempatan) Sdn Bhd
< Employees Provident Fund Board > < Pledged Securities Account For Wide Synergy Sdn Bhd > < Pledged Securities Account For Azam Utama Sdn Bhd >
Name Of Account Holders
235,313,445 190,551,540 170,675,849 35,037,300 49,551,342 32,000,000
Holdings
11.92 9.66 8.65 1.78 2.51 1.62
%*
Cimsec Nominees (Tempatan) Sdn Bhd Cimsec Nominees (Tempatan) Sdn Bhd Azam Utama Sdn Bhd Lembaga Tabung Haji
Abdul Rashid Hussain
8. 9.
< Employees Provident Fund Board (Nomura) > < Skim Amanah Saham Bumiputera >
Citigroup Nominees (Tempatan) Sdn Bhd
26,639,700 25,018,900 23,473,758 22,442,536
1.35 1.27 1.19 1.14
Amanahraya Trustees Berhad
10. Hasanuddin Bin Abdul Hamid

< CIMB Bank For Ngau Boon Keat (MM0592) >
Cimsec Nominees (Tempatan) Sdn Bhd
43
Shareholders Information as at 30 September 2011

Name Of Account Holders Holdings %*
12. F.I.T. Nominees (Asing) Sdn Bhd
11. Amanahraya Trustees Berhad
< Public Islamic Optimal Growth Fund >
13. Amsec Nominees (Tempatan) Sdn Bhd 15. HSBC Nominees (Asing) Sdn Bhd
< CIMB For GMC Sdn Bhd (PB) >
< Pledged Securities Account For Grandfine International Ltd (ZZ612-006) > < Impresif Matrik Sdn Bhd (7351-1501) >
21,194,940 20,310,000 18,030,000 17,127,700
21,837,700
1.07 1.03 0.91 0.87
1.11
14. Valuecap Sdn Bhd
16. Cimsec Nominees (Tempatan) Sdn Bhd 17. Amanahraya Trustees Berhad 18. Amanahraya Trustees Berhad
< Public Index Fund > < Public Islamic Select Treasures Fund >
< HSBC-FS For LEGG Mason Western Aset Southeast Asia Special Situations Trust (201061) >
15,930,000 15,886,600
16,574,400
0.81 0.80 0.80
0.84
19. HSBC Nominees (Asing) Sdn Bhd
20. Cimsec Nominees (Tempatan) Sdn Bhd

< Employees Provident Fund Board (KIB) > < Public Islamic Select Enterprises Fund >
< Exempt An For JPMorgan Chase Bank National Association (Norges Bk Lend) > < Pledged Securities Account For Impresif Matrik Sdn Bhd >
15,702,700
21. Citigroup Nominees (Tempatan) Sdn Bhd 22. Amanahraya Trustees Berhad
15,100,000
23. HSBC Nominees (Asing) Sdn Bhd
13,383,800
13,865,329
0.77
24. Citigroup Nominees (Tempatan) Sdn Bhd 25. Amanahraya Trustees Berhad
< Amanah Saham Malaysia > < Employees Provident Fund Board (CIMB Prin) >
< Exempt An For BNP Paribas Securities Services >
13,321,900
0.68 0.68
0.70
26. Amsec Nominees (Tempatan) Sdn Bhd 27 Amanahraya Trustees Berhad

< PB Growth Fund >
13,177,400
13,231,906
< AmTrustee Berhad For CIMB Islamic Dali Equity Growth Fund (UT-CIMB-Dali) >
13,141,935 12,849,400
0.67 0.67
0.67
28. Citigroup Nominees (Tempatan) Sdn Bhd 29. HSBC Nominees (Asing) Sdn Bhd
< Exempt An For Prudential Fund Management Berhad > < Exempt An For JPMorgan Chase Bank National Association (Netherlands) > < Pledged Securities Account For GMC Sdn Bhd (S14) >
30. Public Nominees (Tempatan) Sdn Bhd
12,338,200
12,353,172
12,138,000
0.63
0.63
0.65
0.62
Notes: The above list is according to the Record of Depositors (without aggregating the number of ordinary shares from different securities accounts belonging to the same person). * Excluding a total of 22,834,971 shares brought-back by Dialog Group Berhad and retained as treasury shares as at 30 September 2011.
44
INFORMATION ON SUBSTANTIAL SHAREHOLDERS (EXCLUDING BARE TRUSTEES) AS AT 30 SEPTEMBER 2011

Name Of Substantial Shareholders Employees Provident Fund Board 310,808,539 1 No. Direct Interest 15.75 10.58 1.47 11.20 %*
Deemed Interest No. %*
Wide Synergy Sdn Bhd Ngau Boon Keat
Azam Utama Sdn Bhd
208,879,340 1 29,095,740 1
220,954,162 1
Notes: 1 Shares are held in own name and/or nominee account(s). 2 Deemed interested by virtue of his interest in Azam Utama Sdn Bhd, Wide Synergy Sdn Bhd, GMC Sdn Bhd and WRN Sdn Bhd and interests held by his spouse and children. Excluding a total of 22,834,971 shares bought-back by Dialog Group Berhad and retained as treasury shares as at 30 September 2011.
497,961,657 2
25.23
DIRECTORS' SHAREHOLDINGS AS AT 30 SEPTEMBER 2011

Name Of Directors Chan Yew Kai Ngau Boon Keat 29,095,740 1 5,887,221 1 1,147,288 1 No. Direct Interest %* 1.47 0.30 0.06 0.16
497,961,627 2 164,276 3 78,540 4
Deemed Interest No. %*
25.23 0.01 0.00 0.18 0.01
Dr Junid Bin Abu Saham Chew Eng Kar Datuk Oh Chong Peng
Dato' Mohamed Zakri Bin Abdul Rashid
3,140,559 1 1,685,572 1 736,962 1
Kamariyah Binti Hamdan Ja'afar Bin Rihan Zainab Binti Mohd Salleh
0.04 0.08
0.09
3,611,014 5 101,959 3
Notes: 1 Shares are held in own name and/or nominee account(s) 2 Deemed interested by virtue of his interest in Azam Utama Sdn Bhd, Wide Synergy Sdn Bhd, GMC Sdn Bhd and WRN Sdn Bhd and interests held by his spouse and children. 3 Deemed interested by virtue of his/her spouse's interest. 4 Deemed interested by virtue of his son's interest. 5 Deemed interested by virtue of his interest in CEKinvst Sdn Bhd. * Excluding a total of 22,834,971 shares bought-back by Dialog Group Berhad and retained as treasury shares as at 30 September 2011.
1,585,185 1
45
Corporate Governance Statement

Dialog Group Berhads (DIALOG) Directors and Management continue to be committed in maintaining good corporate governance by constantly having in place an effective Corporate Governance framework which is in line with the Malaysian Code on Corporate Governance. The principles and best practices of corporate governance are carried out across the Group to ensure that high standards of transparency, accountability and integrity are attained in managing the Groups business. The Board believes that having a strong corporate governance framework is the key to enhancing sustainable shareholders value and the Groups financial performance as well as protecting stakeholders interests.
BOARD OF DIRECTORS
DIALOG believes that the current Boards composition and size is deemed to be an effective team for the Group. There is a good balance due to the presence of the four (4) Independent Non-Executive Directors and whereas all the Non-Executive Directors are free of management obligations and free from any relationships that could materially interfere with the exercise of their independent judgment.
The current Board has nine (9) members, comprising four (4) Independent Non-Executive Directors, one (1) NonIndependent Non-Executive Director and four (4) Executive Directors. Cik Siti Khairon Binti Shariff retired as an Independent Director, effective 24 November 2010. Following Cik Siti Khairons retirement, Encik Jaafar Bin Rihan was appointed to the Board on 25 November 2010 as a Non-Independent Non-Executive Director, representing Employees Provident Fund Board (EPF), which is a substantial shareholder of DIALOG.
Board Composition and Balance
The Independent Directors provide a strong independent element on the Board where all matters are reviewed with balance and fairness. Among the non-executive directors is a representative from the Employees Provident Fund (EPF). His independent judgments together with the judgments of the Independent Directors are important in ensuring that the strategies proposed by Management are fully discussed and intently deliberated, and thus ensuring in the long term, the interest of all stakeholders of the Group is safeguarded. The Directors with their different backgrounds and specialisation, collectively bring with them a wide range of experience and expertise from engineering, construction, marketing, accounting, finance, economics, legal, corporate to general management disciplines suitable for managing the Groups businesses in the oil, gas and petrochemical industry. A brief profile of each Director is presented on pages 10 to 13 of this Annual Report.
Mr Ngau Boon Keat and Mr Chan Yew Kai are the Executive Chairman and President and Chief Operating Officer respectively of the Group. Collectively, given their years of experience in the oil, gas and petrochemical industry and their track record capabilities to show leadership, entrepreneurship skills and business acumen, the Board believes that this arrangement is in the best interest of the Group. Dato Mohamed Zakri Bin Abdul Rashid has served the Group as a senior independent non-executive Director, and should there be any concerns pertaining to the Group, he will be the main contact person. Any concerns or queries may be sent to the DIALOGs registered address, or to Dato Mohamed Zakris email address at zakri@dialogasia.com.
46
Meetings
During the year under review (FY2011), six (6) meetings of the Board were held and all Directors have complied with the requirement in respect of board meetings attendance as provided in the DIALOGs Articles of Association. Details of the Directors attendance from July 2010 to June 2011 are set out below: Name No. Of Meetings Attended 6/6 6/6 6/6 6/6 5/6 6/6 6/6 2/2* 4/4** 6/6 Percentage Of Attendance (%) 100 100 100 100 83 100 100 100 100 100
* Encik Jaafar Bin Rihan was appointed as a Director on 25 November 2010. ** Cik Siti Khairon Binti Shariff retired as a Director effective 24 November 2010.
Ngau Boon Keat Chan Yew Kai Dato Mohamed Zakri Bin Abdul Rashid Dr Junid Bin Abu Saham Datuk Oh Chong Peng Chew Eng Kar Kamariyah Binti Hamdan Jaafar Bin Rihan Siti Khairon Bt Shariff Zainab Binti Mohd Salleh
The Board has delegated specific responsibilities to six subcommittees, namely the Audit Committee, Management Committee, Nomination Committee, Remuneration Committee, Risk Advisory Committee and Employees Share Option Scheme (ESOS) Committee to assist the Board in managing the Groups businesses. Supply and Access to Information Information supplied to the Board is relevant and timely. These information not only contains historical, bottom line and financial oriented in nature, but are also broader in nature and of intrinsic value to enable the Board to review matters to be deliberated and to participate in the discussions during meetings.
Prior to the meetings of the Board and Board Committees, Board papers which include the agenda and reports relevant to the issues of the meetings covering the areas of quarterly financial results, progress reports of the core businesses, corporate development, regulatory updates, business development, audit reports, risk management reports and updates on corporate social responsibility are circulated to all Directors. All Directors have direct and unrestricted access to the advice and services of the Company Secretaries. This will ensure that they have ready and unrestricted access to all information within the Group. The Directors are also able to receive advice and services from the external auditors and other independent professionals upon their request.
Information is provided to the Board in the form of quarterly financial results, progress reports of the core businesses, corporate development reports, regulatory updates, business development, audit reports, risk management reports and updates on corporate social responsibility. Chief executive officers of various core businesses are invited to provide additional insights and deliberations to their areas of responsibilities during the Board meetings.
47
Appointments to the Board
The Nomination Committee has been established to take on the responsibility of making recommendations for appointments to the Board. The Nomination Committee will annually evaluate the effectiveness of the Board and also the performance of the Directors. They are also responsible for assessing the suitability of proposed board members and to submit their recommendations to the Board.
The Nomination Committee comprises two independent non-executive directors. The committee is chaired by Dato Mohamed Zakri Bin Abdul Rashid, while the other member is Dr Junid Bin Abu Saham. For FY2011, the committee met twice to review the composition of the Board, the mix of skills and experience of the Board members and their individual performance for the past year as well as new appointments to the Board. Directors Training
For FY2011, the Directors have attended various seminars and briefings to enhance their knowledge with the latest development in the industry and to better enable them to fulfill their responsibilities. These seminars and training programmes range from many areas, which include key changes to the listing requirements, corporate governance issues, financial reporting, tax, strategic planning, developments in the oil and gas industry, and economic outlook. The Board acknowledges that continuous education is essential for the Directors to keep abreast with the dynamic environment in which the Group operates. The Directors will continue to undergo relevant training programmes to further enhance their skills and knowledge as well as awareness of development in the industry that inevitably can contribute to the development of the Group. Re-election of Directors DIALOGs Articles of Association provides for all directors, including the managing director, to submit themselves for re-election at least once every three years. Directors appointed during the year are required to retire at the following Annual General Meeting (AGM) but are eligible for re-election.
DIRECTORS REMUNERATION
The Level and Make-up of Remuneration
This Committee is chaired by Mr Ngau Boon Keat and comprises a majority of non-executive directors namely Dato' Mohamed Zakri Bin Abdul Rashid and Dr Junid Bin Abu Saham.
The Remuneration Committee is responsible for recommending to the Board a remuneration framework and package, for the Executive Directors and Senior Management, that are considered necessary to attract, retain and motivate key personnel needed for the continual success of the Group.
Remuneration Procedure
The Group has a policy for remunerating directors for their responsibilities and contributions in leading and managing the Groups business operations. The remuneration package is structured to offer reward in tandem with the Groups financials and the individuals performance.
48
The Remuneration Committee met once during the FY2011.
The remuneration awarded to the Executive Directors consists of salary, allowance, employers' contribution to the Employees Provident Fund, bonus, incentive, ESOS and other benefits accorded such as company cars, drivers, insurance, hospitalisation and club membership. Non-Executive Directors' remuneration package includes directors fees, allowances and other benefits.
The directors remuneration for FY2011 is presented in DIALOGs Audited Financial Statements on page 81. The Board considers that the transparency and accountability aspects of corporate governance as applicable to directors remuneration are appropriately served by the band disclosure mode.
RELATION WITH SHAREHOLDERS
Dialogue Between DIALOG and Investors
The Group recognises the importance of effective constant open communication with shareholders and investors. Information on the Groups business activities and financial performance is disseminated through various mediums including announcements of quarterly results, annual report, forums, company visits, site visits, annual general meetings, exhibitions and other company activities.
DIALOGs announcements of quarterly results and annual report are key channels of communication with its shareholders and investors. DIALOG strives to keep its announcements of quarterly results and annual report as informative, comprehensive, and user friendly as possible, as well as provide factual descriptions on business operations, figures and charts on the performance of the Group.
DIALOG has an established homepage, www.dialogasia.com, where shareholders and investors can have access to information on the Group. The homepage is constantly updated to incorporate the latest developments of the Group. DIALOGs quarterly financial results announcements, general announcements and press releases are also posted on the homepage. The homepage has an e-news section where shareholders and anyone who is interested may register to obtain DIALOGs announcements via email. Investors queries relating to financial performance or company developments can be directed to Mr Chew Eng Kar, Director, Corporate Services (Tel: 603 7946 6168 or Email: ekchew@dialogasia.com) or Puan Zainab Mohd Salleh, Group Financial Controller (Tel: 603 7955 1199 or Email: zainabs@dialogasia.com), and other company related queries can be directed to Ms Chay Siew Kim, Company Secretary (Tel: 603 7946 6130 or Email: kim@dialogasia.com).
Interpersonal communication is also important to DIALOG. Therefore regular company and site visits, briefings, meetings, dialogues and teleconferences were conducted with institutional investors, fund managers, analysts, investors and media representatives to give them a better understanding of the business and financial performance of the Group. In FY2011, the Chairman and the Executive Directors met with 219 representatives from various fund management and investment companies, investment banks and other stakeholders.
49
The AGM is an excellent opportunity for the Companys shareholders to have a dialogue session with the Board of Directors. Shareholders are encouraged to attend and participate in a questions and answers session during the AGM. After the conclusion of the AGM, it is a practice of DIALOG to have about an hour of open discussion with its shareholders on any issue with regard to the Group including issues of strategy and performance, and macro views of the oil, gas and petrochemical industry. An exhibition is usually held during the AGM where important informative charts are displayed to explain to shareholders DIALOGs core businesses, corporate strategies, performance and major developments.
Annual General Meeting
CORPORATE SOCIAL RESPONSIBILITY
Whilst DIALOG is committed to carrying out its business responsibly in accordance with the best business practices, DIALOG is mindful of the interests of the community, its employees and the environment, and fulfilling its responsibilities to the marketplace. DIALOG's Directors remained committed to their involvement and contribution to our socially responsible initiatives targeting food aid and rehabilitation efforts. DIALOGs support to communitybased MyKasih Programme has now reached out to 755 households in 12 locations all over Malaysia where DIALOG operates, and growing. DIALOG is proud that the technology developed by one of its subsidiaries is now being adopted by more and more corporations and individuals locally as well as those residing abroad. Provided to MyKasih Foundation at no cost to administer the MyKasih Programme, the versatility of the technology, the accuracy and accountability of the distribution system, all in alignment with the best practices in corporate governance, continued to attract and allow donors to own and brand the MyKasih programme as their own. In total, MyKasih Foundation reaches out to 9,538 households in 83 locations across Malaysia.
ACCOUNTABILITY AND AUDIT

Audit Committee The members of the Audit Committee consist of four (4) Independent Non-Executive Directors. They are Dato Mohamed Zakri Bin Abdul Rashid (Chairman), Dr Junid Bin Abu Saham, Datuk Oh Chong Peng and Puan Kamariyah Binti Hamdan. For FY2011 the terms of reference of the Audit Committee is highlighted on pages 52 and 53. The Groups risk management framework comprise of Risk Advisory Committee and Risk Management Committee, working very closely with the Groups internal audit. Risk Management Framework
The Risk Advisory Committee is responsible for the establishment of policies and recommends measures thus providing advice to the Audit Committee on Risk Management issues pertaining to the Group. The Risk Advisory Committee also oversees the promotion of risk management related education and training for the Groups employees. The Risk Advisory Committee is chaired by Dr Junid Bin Abu Saham. For financial year 2011, the Risk Advisory Committee held one (1) meeting. There were various discussions on risk management, namely review of the Groups Risk Management Policy and updates and review of risk management activities.
50
The Risk Management Committee is responsible for recommending the risk management policies to the Risk Advisory Committee, setting procedures and oversee the whole risk management process and compliance. To promote a better understanding of the importance of risk management, risk awareness sessions were also conducted at the business and operational level as an ongoing process. For FY2011, the Risk Management Committee continued to review key operational and project risks and the corresponding risk mitigating controls for adequacy and effectiveness.
The group has adopted a group wide risk management process for the assessment and management of risks. Where a potential risk is assessed as material, it is reported and reviewed by the senior management. The Board is committed to the preparation of financial statements that present a balanced and meaningful assessment of the Groups operations and prospects each time it releases its quarterly and annual financial results. The Board is assisted by the Audit Committee to oversee the Groups financial reporting processes and the quality of its financial reporting. Internal Control The Internal Control System of the Group is considered to be adequate and has not experienced any material losses, contingencies or uncertainties during financial year 2011 that would require disclosure in the Groups financial statements. The Group will continue with the process of undertaking rigorous risk assessments on all existing businesses and new business opportunities. Financial Reporting
The Internal Control Statement set out on pages 56 to 58 of this Annual Report provides an overview of the state of internal controls within the Group. Relationship with the Auditors Through the Audit Committee of the Board, the Group has established transparent and appropriate relationship with the Groups auditors. The Audit Committee had convened two (2) meetings with the external auditors without the presence of executive directors and officers to discuss audit plans and findings.
DIRECTORS RESPONSIBILITY IN FINANCIAL REPORTING
The Board is satisfied that in preparing the financial statements of the Group for the financial year ended 30 June 2011, the Group has: Ensured compliance with the approved applicable accounting standards. Adopted and consistently applied appropriate accounting policies Made estimates and judgments which are reasonable and prudent
The Board is responsible for ensuring the proper maintenance of accounting records, disclosing with reasonable accuracy the financial position of the Group. In addition, the Board is responsible for taking reasonable steps to safeguard the assets of the Group and to detect as well as prevent fraud and other irregularities.
DIALOG has complied with the Code of Corporate Governance for the financial year under review save for the disclosure of details of the remuneration of each director, which the Board is of the view that the transparency and accountability aspects of corporate governance as applicable to directors remuneration are appropriately served by the band disclosure mode.
CONCLUSION
51
Audit Committee Report

The Audit Committee (The Committee) provides assistance to the Board of Directors in ensuring that the financial, accounting records, internal control systems and the reporting practices of the Group are at the acceptable level based on the legislation and requirement set by the local authorities with regards to a listed company.
COMPOSITION
The current members of the Audit Committee are as follows: (a) Dato Mohamed Zakri Bin Abdul Rashid (Chairman, Independent Non-Executive Director) (b) Dr Junid Bin Abu Saham (Independent Non-Executive Director)
(c) Datuk Oh Chong Peng (Independent Non-Executive Director and a member of the Malaysian Institute of Accountants) (d) Puan Kamariyah Binti Hamdan (Independent Non-Executive Director) (appointed effective 19 August 2010)
The Secretary of the Committee is Ms Chay Siew Kim, who is also the Joint Company Secretary.
TERMS OF REFERENCE
To fulfil its responsibilities and duties, the Committee shall review the following:
(a) The terms of reference for the Committee at least once every two (2) years;
(b) The audit scope and plan of the external auditors and the internal auditors, including any changes in the planned scope of the audit plans; (c) Significant audit findings during the financial year with Management, external auditors and internal auditors, including the status of previous audit recommendations;
(e) Any difficulties encountered in the course of the audit work, including any restrictions on the scope of activities or access to required information; (g) The Internal Audit Charter, budget and staffing; (f) Any nomination, appointment, resignation and performance of the external auditors;
(d) The external and internal audit reports to ensure that where major deficiencies in controls or procedures have been identified, appropriate and prompt remedial actions are taken by Management;
52
(h) Business risk assessment and internal controls instituted; (i)
(j)
The establishment of an appropriate internal control framework, including information systems, and potential enhancements; Investigation reports on any major defalcations, frauds and thefts within the Group; changes in or implementation of major accounting policies; significant or unusual events; and compliance with accounting standards and other legal requirements;
(k) The quarterly results and year end financial statements, prior to the approval by the Board, focusing on:
(l)
(m) Related party transactions and conflict of interest situations that may arise within the Company and/or the Group including any transaction, procedures or course of conduct that raises questions of Management integrity;
Procedures in place to ensure that the Group is in compliance with the Companies Act, 1965, Main Market Listing Requirements of Bursa Malaysia Securities Berhad and other legislative and reporting requirements;
(n) Any other activities consistent with its terms of reference, as the Committee or the Board deems necessary or appropriate; (o) The appraisal or assessment of the internal audit function, approval of any appointment or termination of senior staff members and be informed of the staff movement within the internal audit function; and
(p) Where the Committee is of the view that a matter reported by it to the Board, has not been satisfactorily resolved resulting in a breach of the requirement, the Committee must promptly report such matter to the Bursa Malaysia Securities Berhad.
Members of the Audit Committee are appointed for an initial term of two (2) years after which they may be re-appointed on such terms as may be determined by the Board of Directors.
TERM OF MEMBERSHIP
The Audit Committee met six (6) times during the financial year 2011. The external auditors, other non-executive directors of the Company and the chief executive officers of the operating business units of the Group were invited, when appropriate, to attend the Audit Committee meetings to assist in its deliberations.
MEETINGS
53
Audit Committee Report
The details of attendance at the Audit Committee meetings during the financial year 2011 are as follows: No. Name No. Of Meetings Attended 6/6 6/6
4
*
Puan Kamariyah Binti Hamdan

Puan Kamariyah Binti Hamdan was appointed as a member effective 19 August 2010.
Datuk Oh Chong Peng
Dr Junid Bin Abu Saham
Dato Mohamed Zakri Bin Abdul Rashid
Percentage Of Attendance (%) 100% 100% 83% 100%
5/6
5/5*
AUTHORITY
The Committee shall have the authority to seek any information it requires from any officer or employee of the Group and such officers or employees shall be instructed by the Board of the Company employing them to respond to such enquiries. It is authorized to seek independent professional advice, as it considers necessary. The Committee is authorised by the Board to investigate any activity within its responsibility and duties. The Committee shall submit a report to the Board detailing its findings and recommendations immediately after deliberating on the findings of its enquires.
ACTIVITIES OF THE AUDIT COMMITTEE RELATING TO FINANCIAL YEAR 2011
The Audit Committee carried out the following activities in the discharge of its functions and duties for the financial year 2011: (a) Reviewed the quarterly and final audited financial statements of the Group; (b) Reviewed the scope, functions and resources of the internal audit function;
(c) Reviewed and appraised the Groups internal control systems and report to the Board of Directors on the Internal Control Statement of the Group; (d) Reviewed the terms of reference of the audit committee, audit charter, audit procedures and audit plan; (e) Reviewed the internal audit reports and adequacy and effectiveness of the management responses in implementing the recommendations of the Internal Audit department; (f) Reviewed the total risk management process for managing the risks associated with the Groups business activities;
54
(g) Reviewed related party transactions of the Group;
(h) Reviewed with the external auditors their audit scope, procedures and reporting requirements. Convened two (2) meetings with the external auditors without the presence of executive directors and officers; and (i) Reviewed and verified the allocation of share options under the Dialog Group Employees Share Option Scheme (ESOS) as being in compliance with the criteria set out in the ESOS by-laws.
STATEMENT OF VERIFICATION ON ALLOCATION OF OPTIONS PURSUANT TO EMPLOYEES SHARE OPTION SCHEME (ESOS)
The Audit Committee has verified the allocation of options pursuant to the ESOS for the financial year 2011 and noted its compliance with the criteria for the allocation of options in accordance with the By-Laws of the Dialog Group ESOS.
INTERNAL AUDIT FUNCTION
The Board of Directors and the Audit Committee are assisted by the in-house Internal Audit Department in maintaining a sound system of internal controls. The Internal Audit Department reports to the Audit Committee in the performance of its duties and is guided by its Audit Charter in its independent appraisal functions. The primary role of internal audit is to provide independent assurance to the Board that: (a) The Groups policies and guidelines have been communicated, implemented and are working as intended; and
(b) Risk areas have been identified and there are effective internal control systems over all aspects of the Groups business and operations.
The Internal Audit Department is responsible for developing and monitoring an efficient and effective audit plan to provide the Board with assurance that the systems of internal control of the Group achieve the following: (a) The business is planned and conducted in an orderly, prudent, efficient and cost effective manner;
(c) Management is able to safeguard the assets and control the liabilities of the Group, i.e. there are measures to minimise and to detect the loss from irregularities, frauds and errors; and During the financial year 2011, the Internal Audit Department conducted a total of eleven (11) audits and eight (8) follow-up/audit closure reviews. On-going actions were taken by the management to rectify the weaknesses identified in the reports. The direct costs incurred for the internal audit function in respect of the financial year 2011 amounted to RM338,714. (d) The accounting and other records of the business provide complete, accurate and timely information.
(b) Transactions and commitments are entered into in accordance with managements authority;
Going forward, the internal audit function will enhance its risk based auditing techniques, the level of staff expertise, internal controls and corporate governance processes to assist the Group to achieve its corporate goals.
55
Internal Control Statement

The Board of Directors affirms its responsibility for maintaining a sound and effective system of internal control. This system is designed to: (a) Safeguard shareholders investments and Groups assets; (b) Ensure that proper accounting records are maintained;
(c) Ensure that the financial information used within the business and for publication to the public is reliable; and (d) Ensure compliance with applicable laws and regulation. The internal control system is an ongoing process designed to meet the Groups particular needs and to manage the risks associated with operations, financial and compliance.
The Directors are aware that internal controls can only provide reasonable and not absolute assurance against the risk of material errors, misstatement, fraud or occurrences of unforeseeable circumstances. The Directors constantly review the adequacy and integrity of the Groups systems of internal control with the assistance of both the Audit Committee and the Risk Advisory Committee. The Directors believe that the business and operation environment in DIALOG is conducive for the Group to accomplish its mission and business objectives.
KEY INTERNAL CONTROL PROCESSES CONTROL ENVIRONMENT
The key processes of the Groups internal control include the following elements:
Clear organisational structures with formally defined lines of responsibility and delegation of authority that act as a control mechanism in terms of lines of reporting and accountability. A well-defined financial limits of authority on all financial commitments for each level of management within the Group. The financial authority limits are subject to periodic review throughout the year so as to ensure their suitability for continuous implementation. Policies and procedures on such limits are documented to guide staff at all levels in the performance of their duties. Financial Authority Limits
Line of Reporting
RISK ASSESSMENT
The Group has in place a Risk Management Policy and practice which has taken into account ISO 31000:2009 Risk Management Standard. The policy outlines a structured process to identify, analyse, evaluate, treat/mitigate as well as monitor and report potential risks which may possibly be faced by the Group. Risk Management
The Risk Advisory Committee (chaired by Dr Junid Bin Abu Saham, an Independent Non-Executive Director) and Risk Management Committee are assisted by Risk Management Department, the operating unit which promotes and executes the risk management processes throughout the Groups operations.
56
On a continuing basis, the Risk Management Department conducts risk awareness workshops and risk management trainings. The Risk Management Department also co-ordinates with all the operating units to regularly review and update the group risk register. Subsequently, potential major risks and mitigation plans and actions taken are reported to the Risk Management Committee and Risk Advisory Committee. Refer to pages 50 and 51 (Corporate Governance Statement) for further details.
CONTROL ACTIVITIES
Internal Audit Department is responsible to assist the Audit Committee in providing independent assessments on the adequacy, efficiency and effectiveness of internal control systems and ensuring operational compliance with standard operating procedures within the Group. Internal Audit Function
The Internal Audit Department undertakes regular and systematic review of the internal controls, providing the Audit Committee and the Board with sufficient independent assurance that the system of internal control is effective in identifying and addressing potential risks. Annual audit by internal and external quality auditors to ensure compliance with all requirements of the ISO 9001:2008 certifications. The certifications serve as an assurance to customers of the delivery of the highest quality of products and services by the Group. Centralised control of selected key functions of the Group such as finance, accounts, contracting, procurement, legal, human resource, treasury and tax enables the management to minimise risk exposure and increase the efficiency and effectiveness of business operations. Centralised Functions Quality Management System Audit
Proactive human resource development in recruitment, training and personal development of staffs at all levels. Training is provided on various areas of work such as knowledge on health and safety, technical training, both locally and overseas to ensure staffs of all levels are proficient and competent in handling their job functions. Training programmes are also conducted for risk awareness and on implementation of total risk management process and procedures as part of the Groups efforts to foster a proactive risk management culture.
Human Resource Development
INFORMATION AND COMMUNICATION

A financial system, which captures all financial transactions and generates periodic management financial reports for monitoring performance and for decision making. Consolidated Financial Reporting
Budgets and forecasts are used for planning, monitoring and controlling financial performance.
57
Internal Control Statement
MONITORING
Management Visit
Directors and senior management conduct regular visits to project sites, overseas offices, customers and principals offices to review the Groups operations and gain better understanding to facilitate informed decision-making. Third party audit is carried out by the project owners if required. These audit processes are conducted by joint venture partners, alliance partners and also other relevant parties. Third Party Audit
As required by the Bursa Securities Main Market Listing Requirements, the external auditors have reviewed this Statement on Internal Control. Their review was performed in accordance with Recommended Practice Guide 5 (RPG 5) issued by the Malaysian Institute of Accountants (MIA). Their review has been conducted to assess whether the Statement on Internal Control is both supported by the documentation prepared by or for the Directors and appropriately reflects the process the Directors have adopted in reviewing the adequacy and integrity of the system of internal control for the Group. RPG 5 does not require the external auditors to consider whether this Statement covers all risks and controls, or to form an opinion on the effectiveness of the Groups risk and control procedures. Based on their review, the external auditors have reported to the Board that nothing has come to their attention that causes them to believe that this Statement is inconsistent with their understanding of the process the Board has adopted in the review of the adequacy and integrity of internal control of the Group.
REVIEW OF THIS STATEMENT BY EXTERNAL AUDITOR
CONCLUSION
The Internal Control System of the Group is considered to be adequate and has not experienced any material losses, contingencies or uncertainties during financial year 2011 that would require disclosure in the Groups financial statements. The Group will continue with the process of undertaking risk assessments on all existing businesses and new business opportunities.
The Directors will continue to seek assurance on the effectiveness of the Groups system of Internal Control and Risk Management with a view to further enhance their effectiveness and to ensure new and additional risk arising from changes in the business and operating environment are adequately and timely dealt with.
58
Corporate Information
BOARD OF DIRECTORS
Ngau Boon Keat Chan Yew Kai Dato Mohamed Zakri Bin Abdul Rashid Dr Junid Bin Abu Saham Datuk Oh Chong Peng Chew Eng Kar Kamariyah Binti Hamdan Jaafar Bin Rihan Zainab Binti Mohd Salleh
(Executive Chairman) (President and Chief Operating Officer) (Independent Non-Executive Director) (Independent Non-Executive Director) (Independent Non-Executive Director) (Director, Corporate Services) (Independent Non-Executive Director) (Non-Independent Non-Executive Director) (Group Financial Controller)
Dato Mohamed Zakri Bin Abdul Rashid (Chairman, Independent Non-Executive Director)
AUDIT COMMITTEE
Dr Junid Bin Abu Saham (Independent Non-Executive Director)
Datuk Oh Chong Peng (Independent Non-Executive Director)
109, Block G, Phileo Damansara 1 No. 9, Jalan 16/11 46350 Petaling Jaya Selangor Darul Ehsan Malaysia Tel No. : 6 03 7955 1199 Fax No. : 6 03 7955 8989 Homepage : www.dialogasia.com
REGISTERED OFFICE
BDO Chartered Accountants 12th Floor, Menara Uni-Asia 1008, Jalan Sultan Ismail 50250 Kuala Lumpur Malaysia
AUDITORS
Kamariyah Binti Hamdan (Independent Non-Executive Director)
Zainab Binti Mohd Salleh MIA 7672 Lim Hooi Mooi MAICSA 0799764 Chay Siew Kim MAICSA 7012266
JOINT COMPANY SECRETARIES
Symphony Share Registrars Sdn Bhd Level 6, Symphony House Block D13, Pusat Dagangan Dana 1 Jalan PJU 1A/46 47301 Petaling Jaya Selangor Darul Ehsan Malaysia Tel No. : 6 03 7841 8000 Fax No. : 6 03 7841 8008
SHARE REGISTRAR
Mah-Kamariyah & Philip Koh 3A07, Block B Phileo Damansara II No. 15, Jalan 16/11 46350 Petaling Jaya Selangor Darul Ehsan Malaysia
SOLICITORS
Main Market of Bursa Malaysia Securities Berhad
STOCK EXCHANGE LISTING
Public Bank Berhad RHB Bank Berhad Malayan Banking Berhad Standard Chartered Bank Malaysia Berhad
PRINCIPAL BANKERS
59
Group Corporate Directory

MALAYSIA
Workshops P.T. 8920 Kawasan Bukit Labohan Mukim Kertih Daerah Kemaman 24300 Kertih Terengganu Darul Iman Malaysia Tel : 6 09 826 6050 Fax : 6 09 826 5969
Plo 112, Jalan Firma 1/5 Tebrau Industrial Estate 81100 Johor Bahru Johor Darul Takzim Malaysia Tel : 6 07 354 1068 Fax : 6 07 354 1093
60
Lot 1480, B12 Mukim Setul Kawasan Perindustrian Nilai 71800 Nilai Negeri Sembilan Darul Khusus Malaysia Tel : 6 06 799 2557 Fax : 6 06 799 2553
Fabrication Yards Lot 486 Mukim Teluk Panglima Garang Daerah Kuala Langat 42600 Selangor Darul Ehsan Malaysia Tel : 6 03 3191 4068 Fax : 6 03 3191 4081
Melaka Office and Workshop No 15 & 17, Jalan TP4 Tmn Perindustrian Bukit Rambai Fasa 6, Mukim Bukit Rambai 75250 Melaka Malaysia Tel : 6 06 351 9051 Fax : 6 06 351 9070
Terengganu Office Lot 3739, Kg. Labohan Mukim Kertih, Daerah Kemaman 24300 Kertih Terengganu Darul Iman Malaysia Tel : 6 09 826 6833 Fax : 6 09 826 6827
Head Ofice 109 Block G Phileo Damansara 1 No. 9 Jalan 16/11 46350 Petaling Jaya Selangor Darul Ehsan Malaysia Tel : 6 03 7955 1199 Fax : 6 03 7955 8989 Homepage : www.dialogasia.com
CHINA
Lot 6 Kawasan Perindustrian Gebeng Mukim Sg. Karang 26080 Kuantan Pahang Darul Makmur Malaysia Tel : 6 09 580 1212 Fax : 6 09 580 1213 Office 10 Tuas Avenue 16 Singapore 638931 Tel : 65 6336 3377 Fax : 65 6338 9929 Office and Workshop Jl. Tekno Boulevard Blok B 6 A Jababeka 3 Cikarang Utara - Bekasi Jawa Barat 17530 Indonesia Tel : 62 21 8984 4541 Fax : 62 21 8984 4542
Office Unit 1608, Building G Huiyuan International Mansion No. 8, Bei Si Huan Zhong Lu Chaoyang District Beijing 100101, China Tel : 86 10 8498 5849-16 Fax : 86 10 8498 5849-15 Office Unit 1225, 12th Floor Petro Vietnam Tower 1-5 Le Duan Street Ben Thanh Ward District 1 Ho Chi Minh City Vietnam Tel : 84 8 5404 6868 Fax : 84 8 5404 6568
Office Unit 4, Raven Close Bridgend Industrial Estate Bridgend, CF31 3RF Wales, United Kingdom Tel : 44 1656 645 856 Fax : 44 1656 646 541
UNITED KINGDOM
VIETNAM
SINGAPORE
Office 1311 C Avenue A South Houston , TX 77587 United States of America Tel : 1 832 668 5726 Fax : 1 281 501 2741 Office 7 Burgary Court, Osborne Park Perth, WA 6017 Australia Tel : 61 8 9244 9899 Fax : 61 8 9244 9866
UNITED STATES OF AMERICA
AUSTRALIA
INDONESIA
HONG KONG
Office 12F, The Lee Gardens 33 Hysan Avenue Causeway Bay Hong Kong Tel : 852 2598 5234 Fax : 852 2598 7500
INDIA
Office and Workshop 22/9 Soi Chaklukya 4 Watchaklukya Road Tambol Huaypong Amphur Muang Rayong, Rayong 21150 Thailand Tel : 66 3868 5123 66 3868 5583 66 3868 5786 Fax : 66 3868 5124
Office 65/10 Chaeng Wattana Soi 1 Taladbangkhen, Laksi, Bangkok 10210 Thailand Tel : 66 2 973 5132 Fax : 66 2 973 5133
THAILAND
Office No. 13/1, Techno Enclave, Sector - 1 Hi-Tech City, Madhapur, Hyderabad 500 081. A.P. India Tel : 91 40 4032 6770 Fax : 91 40 4032 6780
Office and Workshop Energyworks Portlink Industrial Park 111 Benjamin Place Lytton, QLD 4178 Australia Tel : 61 7 3900 4500 Fax : 61 7 3348 2785 Office and Workshop Devon Road, Private Bag 2053 New Plymouth 4342 New Zealand Tel : 64 6 759 5252 Fax : 64 6 759 5253
NEW ZEALAND
SAUDI ARABIA
Office and Workshop P.O. Box 10990 Jubail Industrial City 31961 Kingdom of Saudi Arabia Tel : 966 3340 7740/42 Fax : 966 3340 7741
List of Properties as at 30 June 2011

Net Book Date of Approximate Land Area/ Value As At Acquisition By Age Of Build Up Area 30-Jun-11 The Group Building (Sq. Ft.) RM 000 16-Aug-95 13 years 18,656 4,869
DIALOG CORPORATE SDN BHD G9-G, G9-1, G9-2, G9-3, G9-3A, G9-5, G9-6, G9-7 Block G, Phileo Damansara 1 No. 9, Jalan 16/11 46350 Petaling Jaya Selangor Darul Ehsan
Existing Use Office
Freehold land and building
Tenure
DIALOG CORPORATE SDN BHD Block G8-7, Phileo Damansara 1 No. 9, Jalan 16/11 46350 Petaling Jaya Selangor Darul Ehsan
Office
Freehold land and building Leasehold land and building expiring on 20 Aug 2089 Freehold land and buidling
15-Jun-98
13 years
2,518
504
DIALOG FABRICATORS SDN BHD Lot 6-HS (M)- PT 6338 Mukim Sungai Karang Kuantan Pahang Darul Makmur SAGA DIALOG SDN BHD HS (M) 418 PT 31 Batu 4, Mukim Kapar Daerah Klang Selangor Darul Ehsan
DIALOG FABRICATORS SDN BHD Lot 5-HS (M)- PT 6337 Mukim Sungai Karang Kuantan Pahang Darul Makmur
DIALOG FABRICATORS SDN BHD Lot 3739, Mukim Kertih Daerah Kemaman Terengganu Darul Iman
DIALOG FABRICATORS SDN BHD P.T. 1480, Lot B12, Mukim Setul Kawasan Perindustrian Nilai 71800 Seremban Negeri Sembilan Darul Khusus
Fabrication Workshop
28-Dec-90
20 years
232,625/ 37,200
3,038
Regional Office and Workshop Vacant
16-Jan-02
6 years
215,601
5,173
Leasehold land expiring on 16 Apr 2063 Freehold land and building Leasehold land expiring on 25 Jul 2072
10-Jul-02
43,551
450
Workshop
10-Jul-02
18 years
108,900
1,876
Vacant
21-Jul-86
87,120
70
61
ORIENTAL VALLEY SDN BHD Lot 1939, 18 1/4 Mile Jalan Semenyih, Mukim Semenyih Daerah Hulu Langat 43000 Kajang Selangor Darul Ehsan CORAK DAHLIA SDN BHD Geran 1476, Lot 236 & Geran 1477, Lot 237 Mukim Seremban Daerah Seremban Negeri Sembilan Darul Khusus
Existing Use Petrol Station
Tenure
Net Book Date of Approximate Land Area/ Value As At Acquisition By Age Of Build Up Area 30-Jun-11 The Group Building (Sq. Ft.) RM 000 17-Mar-00 10 years 114,868 4,295
Vacant
Freehold land
28-Apr-00
86,112
5,232
10
11
DIALOG FABRICATORS SDN BHD PT 8920, Mukim Kertih Daerah Kemaman Terengganu Darul Iman
Fabrication Workshop Petrol Station
Land and building Freehold land and building Leasehold land and building expiring on 18 Jul 2075 Freehold land and building
4-Jun-98
12 years
471,115
796
12
SENYUM BESTARI SDN BHD Lot 1011, Jalan Lingkaran Tengah 2 Batu 7 1/2, Ulu Klang 68000 Ampang Selangor Darul Ehsan CENDANA SUTERA SDN BHD Lot 15051, Jalan Langat-Banting KM8, Kampung Johan Setia Mukim Klang 41300 Kelang Selangor Darul Ehsan
26-May-00
7 years
113,256
15,374
Petrol Station
15-Sep-00
8 years
64,560
4,114
13
IDAMAN TROPIKAL SDN BHD Lot 0001678 Jalan Persiaran Senawang 1 Senawang Industrial Park Mukim Ampangan 70400 Daerah Seremban Negeri Sembilan Darul Khusus
Petrol Station
16-Aug-01
9 years
76,235
3,561
62
14
DIALOG SERVICES PTE LTD 29, Gul Lane Singapore 629423 OVERSEAS MANUFACTURING (JOHOR) SDN BHD PLO 111, Jalan Firma 1/5, Tebrau Industrial Estate 81100 Johor Bahru Johor Darul Takzim OVERSEAS MANUFACTURING (JOHOR) SDN BHD PLO 112, Jalan Firma 1/5, Tebrau Industrial Estate 81100 Johor Bahru Johor Darul Takzim OVERSEAS TECHNICAL ENGINEERING AND CONSTRUCTION PTE LTD 259, Arcadia Road # 02-02, Hillcrest Arcadia Singapore 289852
Office cum warehouse
Existing Use
15
Vacant
Leasehold land expiring on 14 Feb 2053 Leasehold land and building expiring on 5 Sep 2051 Leasehold land and building expiring on 1 Dec 2074 Freehold land
Leasehold land and building expiring on 31 Mar 2019
Tenure
Net Book Date of Approximate Land Area/ Value As At Acquisition By Age Of Build Up Area 30-Jun-11 The Group Building (Sq. Ft.) RM 000 10-Aug-04 26 years 54,704/ 19,334 3,309
18-Apr-06
42,194
914
16
Workshop & Office
18-Apr-06
18 years
60,497/ 3,782
2,258
17
Studio Apartment
18-Apr-06
32 years
700
620
18
19
DIALOG PROPERTIES SDN BHD H.S. (D) 183243, PT No. 44584 Mukim of Sg. Buloh Daerah Petaling Selangor Darul Ehsan
Vacant
2-Apr-07
53,508
29,378
DIALOG FABRICATORS SDN BHD Lot 486, Mukim Teluk Panglima Garang Daerah Kuala Langat Selangor Darul Ehsan
Fabrication Workshop
1-Mar-07
4 years
172,880/ 17,760
6,043
63
20
DIALOG SYSTEMS PTE LTD 10 Tuas Avenue 16 Singapore 638931 DIALOG SERVICES SAUDI ARABIA CO LTD Section J, Block 5B Lot 4, Jubail 31951 Kingdom Of Saudi Arabia
Workshop & Office Workshop & Office
Existing Use
21
Leasehold land expiring on 31 Mar 2019 Leasehold building on rented land expiring on 6 Aug 2018 Freehold land
Tenure
Net Book Date of Approximate Land Area/ Value As At Acquisition By Age Of Build Up Area 30-Jun-11 The Group Building (Sq. Ft.) RM 000 5-Sep-07 22 years 86,115/ 56,695 3,739
17-Jun-08
6 years
108,253/ 38,000
3,455
22
23
DIALOG FABRICATORS SDN BHD Lot 487, Mukim Teluk Panglima Garang Daerah Kuala Langat Selangor Darul Ehsan
Vacant
23-May-08
175,602
4,215
24
DIALOG FABRICATORS SDN BHD Workshop No. 15 & 17, Jalan TP 4 & Office Taman Perindustrian Bukit Rambai, Fasa 6 75250, Melaka Bandaraya Bersejarah ULTIMATE TECHNOLOGY & SERVICES CO., LTD 22/9 Soi Chaklukya 4 Watchaklukya Road Tambol Huaypong Amphur Muang Rayong Rayong 21150, Thailand PT. DIALOG SISTEMINDO Jl. Tekno Boulevard Blok B 6 A Jababeka 3 Cikarang Utara - Bekasi Jawa Barat 17530 Indonesia
Freehold land and building Freehold land and building
13-Aug-08
5 years
72,979/ 29,202
3,397
Workshop & Office
7-Apr-11
25 years
307,214/ 37,084
2,685
25
Workshop & Office
25-Oct-10
1 year
35,424/ 10,172
2,975
64
Notice of the Twenty-Third Annual General Meeting and Dividend Entitlement

NOTICE IS HEREBY GIVEN that the Twenty-Third Annual General Meeting of Dialog Group Berhad (Dialog or Company) will be held at Eastin Hotel, 13, Jalan 16/11, 46350 Petaling Jaya, Selangor Darul Ehsan, Malaysia on Thursday, 24 November 2011 at 10.00 a.m. to consider the following matters: AGENDA 1. To receive and adopt the audited Financial Statements for the financial year ended 30 June 2011 together with the Reports of the Directors and Auditors thereon. (Resolution 1)
2. 3. 4. 5. 6. 7. 8. 9.
To approve the payment of a Final Single Tier Cash Dividend of 18% per ordinary share of RM0.10 each in respect of the financial year ended 30 June 2011. (Resolution 2)
To re-elect Mr Chan Yew Kai, the director retiring pursuant to Article 96 of the Companys Articles of Association. (Resolution 3) To re-elect Dr Junid Bin Abu Saham, the director retiring pursuant to Article 96 of the Companys Articles of Association. (Resolution 4)
To re-elect Mr Chew Eng Kar, the director retiring pursuant to Article 96 of the Companys Articles of Association. (Resolution 5) To re-elect Encik Jaafar Bin Rihan, the director retiring pursuant to Article 101 of the Companys Articles of Association. (Resolution 6) To approve the payment of Directors fees of RM390,000 in respect of the financial year ended 30 June 2011 (2010: RM295,000). (Resolution 7)
To re-appoint Messrs BDO as auditors of the Company and to authorise the Directors to fix their remuneration. (Resolution 8) Special Business:To consider and if thought fit, to pass the following resolutions:-
(A) ORDINARY RESOLUTION 1 PROPOSED RENEWAL OF SHARE BUY-BACK AUTHORITY.
THAT, subject to the Companies Act, 1965, the Memorandum and Articles of Association of the Company and the requirements of Bursa Malaysia Securities Berhad (Bursa Malaysia) and any other relevant authorities, the Company be and is hereby authorised to purchase such number of ordinary shares of RM0.10 each in the Company as may be determined by the Directors of the Company from time to time through Bursa Malaysia upon such terms and conditions as the Directors of the Company may deem fit in the interest of the Company provided that the aggregate number of ordinary shares of RM0.10 each purchased pursuant to this resolution does not exceed ten percent (10%) of the total issued and paid-up share capital of the Company (Proposed Renewal of Share Buy-Back Authority) and that an amount not exceeding the total audited retained profits and share premium account of the Company at the time of purchase, would be allocated by the Company for the Proposed Renewal of Share Buy-Back Authority.
65
Notice of the Twenty-Third Annual General Meeting and Dividend Entitlement

THAT the authority conferred by this ordinary resolution will commence immediately upon passing of this ordinary resolution until the conclusion of the next Annual General Meeting of the Company (unless earlier revoked or varied by ordinary resolution of the shareholders of the Company in a general meeting) or until the expiration of the period within which the next Annual General Meeting after that date is required by law to be held.
(B) ORDINARY RESOLUTION 2 PROPOSED RENEWAL OF SHAREHOLDERS MANDATE AND NEW SHAREHOLDERS MANDATE FOR RECURRENT RELATED PARTY TRANSACTION OF A REVENUE OR TRADING NATURE
THAT the Directors of the Company be and are hereby authorised to take all steps necessary to implement, finalise and to give full effect to the Proposed Renewal of Share Buy-Back Authority and THAT authority be and is hereby given to the Directors of the Company to decide in their discretion to either retain the ordinary shares of RM0.10 each purchased pursuant to the Proposed Renewal of Share Buy-Back Authority as treasury shares and/or to resell the treasury shares and/or to distribute them as share dividends and/or to cancel them. (Resolution 9)
"THAT, subject to the Companies Act, 1965 (Act), the Memorandum and Articles of Association of the Company and the requirements of Bursa Malaysia Securities Berhad and any other relevant authorities, approval be and is hereby given to the Company and/or its subsidiaries to enter into the Recurrent Related Party Transactions of a Revenue or Trading Nature (Recurrent Related Party Transactions) as set out in Section 2.5(I) of Part B (for the renewal of existing Recurrent Related Party Transactions) and Section 2.5(II) of Part B (for additional Recurrent Related Party Transaction) of the Circular to Shareholders dated 28 October 2011 subject further to the following:(i) the Recurrent Related Party Transactions are in the ordinary course of business which are necessary for day-to-day operations and are on terms not more favourable to the related parties than those generally available to the public and are not to the detriment of the minority shareholders of the Company; and
(ii) disclosure is made in the annual report of the breakdown of the aggregate value of transactions conducted during a financial year and that such approval shall, commence immediately upon the passing of this ordinary resolution and continue to be in force until:(a) the conclusion of the next Annual General Meeting (AGM) of the Company following the forthcoming AGM at which the Proposed Shareholders Mandate for Recurrent Related Party Transactions of a Revenue or Trading Nature is approved, at which time it will lapse, unless by a resolution passed at the next AGM, the authority is renewed;
66
10. To transact any other ordinary business for which due notice shall have been given.
(iii) the Directors and/or any of them be and are hereby authorised to complete and do all such acts and things (including executing such documents as may be required) to give effect to the transactions contemplated and/or authorised by this ordinary resolution." (Resolution 10)
whichever is the earlier.
(c) revoked or varied by resolution passed by the shareholders of the Company in a general meeting,
(b) the expiration of the period within which the next AGM after the date it is required to be held pursuant to Section 143(1) of the Act (but must not extend to such extension as may be allowed pursuant to Section 143(2) of the Act); or
NOTICE IS ALSO HEREBY GIVEN that the Final Single Tier Cash Dividend of 18% per ordinary share of RM0.10 each held in Dialog, if approved, will be paid and distributed respectively on 15 December 2011 to shareholders whose names appear in the Record of Depositors at the close of business on 30 November 2011. A depositor shall qualify for entitlement to the Final Single Tier Cash Dividend only in respect of: (a) Shares transferred into the Depositors Securities Account before 4.00 p.m. on 30 November 2011 in respect of ordinary transfers. (b) Shares bought on Bursa Malaysia Securities Berhad on a cum entitlement basis according to the Rules of Bursa Malaysia Securities Berhad. By Order of the Board ZAINAB BINTI MOHD SALLEH, MIA 7672 LIM HOOI MOOI, MAICSA 0799764 CHAY SIEW KIM, MAICSA 7012266 Joint Company Secretaries Petaling Jaya 28 October 2011
Notes: 1.
Appointment of proxy (a)
(b) (c) (d) (e)
A member of the Company entitled to attend and vote at the Meeting is entitled to appoint not more than two (2) proxies to attend and vote in his stead. Where a member appoints two (2) proxies, he shall specify the proportion of his shareholdings to be represented by each proxy. A member of the Company who is an authorised nominee as defined under the Securities Industry (Central Depositories) Act 1991, may appoint at least one (1) proxy but not more than two (2) proxies in respect of each securities account it holds with ordinary shares of the Company standing to the credit of the said securities account. A proxy need not be a member of the Company and a member may appoint any person to be his proxy, and the provisions of Section 149(1)(b) of the Companies Act, 1965 shall not apply to the Company. The instrument appointing a proxy shall be in writing under the hand of the appointer or his attorney duly authorised in writing or if the appointer is a corporation under its Common Seal or the hand of its duly authorised officer or attorney.
2.
Special Business Item 9 of the Agenda
An instrument appointing a proxy must be deposited at the Registered Office of the Company at 109, Block G, Phileo Damansara 1, No. 9, Jalan 16/11, 46350 Petaling Jaya, Selangor Darul Ehsan, Malaysia not less than forty-eight (48) hours before the time appointed for holding the Meeting or any adjournment thereof.
The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll.
(b)
(a) The proposed Resolution No. 9, if passed, will empower Directors of the Company to purchase and/or hold up to ten percent (10%) of the issued and paid-up share capital of the Company. For further information on the Proposed Renewal of Share Buy-Back Authority, please refer to Part A of the Circular to Shareholders dated 28 October 2011 enclosed together with the Company's Annual Report 2011.
The proposed Resolution No. 10, if passed, will enable the Company and Group to enter into the Recurrent Related Party Transactions of a Revenue or Trading Nature which are necessary for the day-to-day operations, subject to the transactions being in the ordinary course of business and on terms which are not more favourable to the related parties than those generally available to the public and are not to the detriment of the minority shareholders of the Company. For further information on the Proposed Renewal of Shareholders Mandate and New Shareholders Mandate for Recurrent Related Party Transaction of a Revenue or Trading Nature, please refer to Part B of the Circular to Shareholders dated 28 October 2011 enclosed together with the Company's Annual Report 2011.
67
Notice of the Twenty-Third Annual General Meeting and Dividend Entitlement Statement Accompanying the Notice of the Twenty-Third Annual General Meeting of the Company
Details of individuals who are standing for election as Directors
(Pursuant to Paragraph 8.27(2) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad) No individual is seeking election as a Director at the Twenty-Third Annual General Meeting of the Company.
68
Proxy Form
(Incorporated in Malaysia)
(178694-V)
I/We of
I.C./Passport/Company No. being a member of DIALOG GROUP BERHAD hereby appoint (I.C./Passport No.)
of
or failing him, the Chairman of the Meeting as my/our proxy, to attend and vote for me/us on my/our behalf at the Twenty-Third Annual General Meeting of the Company to be held at Eastin Hotel, 13, Jalan 16/11, 46350 Petaling Jaya, Selangor Darul Ehsan, Malaysia on Thursday, 24 November 2011 at 10.00 a.m. and at any adjournment thereof. No. 1. 2. 3. 4. 5. 6. 7. 8. 9. To receive and adopt the audited Financial Statements for the financial year ended 30 June 2011. Resolution For Against
To approve the payment of a Final Single Tier Cash Dividend of 18% for the financial year ended 30 June 2011.
To re-elect Mr Chan Yew Kai, the director retiring pursuant to Article 96 of the Companys Articles of Association.
To re-elect Dr Junid Bin Abu Saham, the director retiring pursuant to Article 96 of the Companys Articles of Association. To re-elect Mr Chew Eng Kar, the director retiring pursuant to Article 96 of the Companys Articles of Association.
To re-elect Encik Jaafar Bin Rihan, the director retiring pursuant to Article 101 of the Companys Articles of Association. To approve the payment of Directors fees in respect of the financial year ended 30 June 2011.
10.
Special Business Ordinary Resolution 2 day of
Special Business Ordinary Resolution 1
To re-appoint Messrs BDO as auditors of the Company and to authorise the Directors to fix their remuneration.
Dated this
2011
No. of Ordinary Shares Held CDS Account No.
Signature/Common Seal of Shareholder(s)
Notes (i)
(ii)
(iii)
(iv) (v) (vi)
A member of the Company entitled to attend and vote at the Meeting is entitled to appoint not more than two (2) proxies to attend and vote in his stead. Where a member appoints two (2) proxies, he shall specify the proportion of his shareholdings to be represented by each proxy. A member of the Company who is an authorised nominee as defined under the Securities Industry (Central Depositories) Act 1991, may appoint at least one (1) proxy but not more than two (2) proxies in respect of each securities account it holds with ordinary shares of the Company standing to the credit of the said securities account. A proxy need not be a member of the Company and a member may appoint any person to be his proxy, and the provisions of Section 149(1)(b) of the Companies Act, 1965 shall not apply to the Company. The instrument appointing a proxy shall be in writing under the hand of the appointer or his attorney duly authorised in writing or if the appointer is a corporation under its Common Seal or the hand of its duly authorised officer or attorney. The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll. An instrument appointing a proxy must be deposited at the Registered Office of the Company at 109, Block G, Phileo Damansara 1, No. 9, Jalan 16/11, 46350 Petaling Jaya, Selangor Darul Ehsan, Malaysia not less than forty-eight (48) hours before the time appointed for holding the Meeting or any adjournment thereof. Unless voting instructions are indicated in the spaces provided above, the proxy may vote as he thinks fit.
Please fold here
Postage
The Company Secretary DIALOG GROUP BERHAD

(Company No. 178694-V)
109, Block G, Phileo Damansara 1 No. 9, Jalan 16/11 46350 Petaling Jaya Selangor Darul Ehsan Malaysia
Please fold here
Supported by
(178694-V)
109, Block G, Phileo Damansara 1 No. 9, Jalan 16/11, 46350 Petaling Jaya Selangor Darul Ehsan, Malaysia Tel No. : 6 03 7955 1199 Fax No. : 6 03 7955 8989
www.dialogasia.com

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(178694-V)

Strength to Strength, We Deliver

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Profit before tax

Profit after tax Net earnings per share

Net cash dividend payment (RM million)

STRENGTH TO STRENGTH, WE DELIVER

Net cash dividend payment

Cash dividend rate, net of tax

Net assets per share

Cash per share

Net assets per share & Cash per share (sen)

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Standing (left to right):

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Ngau Boon Keat

Mr Ngau Boon Keat is a deemed major shareholder of DIALOG.

Chan Yew Kai

President and Chief Operating Officer

Dato Mohamed Zakri Bin Abdul Rashid

Dialog Group Berhad Annual Report 2011

Board of Directors Profile

Dr Junid Bin Abu Saham

Datuk Oh Chong Peng

Chew Eng Kar

Director, Corporate Services

Kamariyah Binti Hamdan

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Zainab Binti Mohd Salleh

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Senior Managements Profile (International)

Corporate Structure (as at 30 September 2011)

DIALOG GROUP BERHAD

50% TRACERCO ASIA SDN BHD

100% DIALOG ATLAS GLOBAL SDN BHD

51%* DIALOG CATALYST SERVICES SDN BHD

51% DIALOG INTERNATIONAL (L) LTD

49% DIALOG SYSTEMS (THAILAND) LTD 90% PT. DIALOG SISTEMINDO

99% ULTIMATE TECHNOLOGY & SERVICES CO., LTD

40% EC-DIALOG PTE LTD 51%* DIALOG SERVICES EUROPE LIMITED

51%* DIALOG SERVICES, INC 74% OTEC HOLDINGS PTE LTD

100% DIALOG OTEC SDN BHD

89% DIALOG ENGINEERING PTE LTD

80% DIALOG OTEC PTE LTD 100% DIALOG (LABUAN) LTD

90% DIALOG PLANT SERVICES PTE LTD

(fka TOH TECK SENG ENGINEERING & CONSTRUCTION PTE LTD)

60% DIALOG SERVICES SDN BHD