MISC BERHAD INTEGRATED ANNUAL REPORT 2025 08 09 10 01 02 03 04 05 06 07 12 13 SEC 11 GOVERNANCE 10 210 www.miscgroup.com 211 www.miscgroup.com #deliveringProgress BOARD AUDIT COMMITTEE REPORT BOARD AUDIT COMMITTEE REPORT The RRPTs entered into by the Group during the financial year ended 31 December 2025 are summarised below: Nature of transaction Transacting party Related party 1. Charters of LNG vessels from MISC by PETRONAS Group MISC Berhad and/or its subsidiaries PETRONAS* and/or its subsidiaries 2. Charters of petroleum and chemical tankers and liquefied petroleum gas carriers from MISC by PETRONAS Group MISC Berhad and/or its subsidiaries PETRONAS* and/or its subsidiaries 3. Operating, maintaining and lease/charter of Floating Production, Storage and Off-Loading (FPSO), Floating Storage and Off-Loading (FSO) and other floating solutions by PETRONAS Group MISC Berhad and/or its subsidiaries PETRONAS* and/or its subsidiaries 4. Fabrication and construction of oil and gas offshore/onshore structures for PETRONAS Group MISC Berhad and/or its subsidiaries PETRONAS* and/or its subsidiaries 5. Marine and consultancy services to PETRONAS Group MISC Berhad and/or its subsidiaries PETRONAS* and/or its subsidiaries 6. Sungai Udang Port management MISC Berhad and/or its subsidiaries PETRONAS* and/or its subsidiaries 7. Purchase of industrial gases, lubricants and other petroleum products including bunker oil from PETRONAS Group MISC Berhad and/or its subsidiaries PETRONAS* and/or its subsidiaries 8. Port management services to PETRONAS Group MISC Berhad and/or its subsidiaries PETRONAS* and/or its subsidiaries 9. Supply of information technology services provided by PETRONAS Group MISC Berhad and/or its subsidiaries PETRONAS* and/or its subsidiaries 10. Rental of premises with PETRONAS Group MISC Berhad and/or its subsidiaries PETRONAS* and/or its subsidiaries 11. Supply of bunkers, manpower and other services by PETRONAS Group MISC Berhad and/or its subsidiaries PETRONAS* and/or its subsidiaries * PETRONAS is a major shareholder of the Company The BAC also confirmed that the methods or procedures for determining the prices and terms of the RRPTs have not changed since the issuance of the Independent Adviser’s opinion by PricewaterhouseCoopers Capital Sdn. Bhd. dated 26 March 2012. The same was published in the Company’s Annual Report for the year ended 31 December 2011. CONFLICT OF INTEREST (COI) The BAC also reviews and monitors actual, potential or perceived COI situations within MISC Group, including any situations/transactions, procedures or courses of action and conduct that raise concerns on management integrity, together with the measures taken to resolve, eliminate or mitigate such conflicts. This review also covers COIs involving MISC’s Directors and Senior Management for FY2025. RELATED PARTY TRANSACTIONS (RPTS) AND RECURRENT RELATED PARTY TRANSACTIONS (RRPTS) MISC has put in place internal controls, guidelines and procedures to ensure that RPTs and RRPTs are entered into on normal commercial terms which are not more favourable than those generally available to third parties dealing at arm’s length basis and are not detrimental to the minority shareholders of the Company. During the year under review, the BAC reviewed the Group’s internal guidelines governing RPTs and RRPTs, including the revised Guidelines on RPTs and RRPTs which took effect on 1 December 2025, and is of the view that they are adequate to ensure such transactions are conducted on fair and reasonable terms and in the best interests of the Group. The BAC was also satisfied that the Group has put in place adequate procedures and processes to monitor, track and identify RPTs and RRPTs in a timely and orderly manner to ensure that the RPTs and RRPTs were always carried out on normal commercial terms and consistent with the Group’s practices and were not to the detriment of the minority shareholders. The procedures and processes will be reviewed from time to time, taking into consideration the recommendations from the internal audit team of the Company. In ensuring adequate procedures and processes are in place, the BAC is responsible to ensure the following: That a framework and appropriate procedures are in place for the purposes of identifying, monitoring, evaluating, reporting and approving RPTs and RRPTs. That the established procedures are adequate to ensure that the RPTs and RRPTs are entered into in the best interest of the Company, on fair and reasonable commercial terms and not detrimental to the interest of minority shareholders. That a review of any RPTs or RRPTs and COI that may arise within the Group is conducted. A B C Due to the integrated nature of MISC’s business operations with the PETRONAS Group, the Company has been granted exemption from complying with the requirement of Paragraphs 10.08 and 10.09 of the MMLR including having to seek shareholders’ approval in relation to the supply, sale, purchase, provision and usage of certain goods, services and facilities which form part of the PETRONAS Group integrated operations. The exemption is of particular significance to ensure MISC does not experience any disruption to its operations.
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