Dear Shareholder,

The Investment and Finance Committee (IFC) was formed on 24 March 2022 and comprises three directors as determined by the Board. The Chairman of the IFC is an independent director. All members possess knowledge and extensive professional experience relevant to the purposes of the IFC which is to assist and advise the Board in all matters related to (1) investments, divestments, and capital projects as well as the financing of such activities, (2) the structuring of the balance sheets at both parent and operating companies’ levels including related financial management matters, and (3) Group policies and directives related to investment and financial management matters.

IFC has performed its duties in accordance with its charter and in line with current business priorities approved by the Board of Directors. In 2023, IFC convened a total of five meetings with attendance by all members in the first two meetings and two out of three members in the last three meetings, as one member of the IFC has been unable to attend the meetings due to his medical condition following a severe vehicular accident, although he has continued to receive information circulated within the IFC and contribute to its decision-making processes during this time.

IFC’s key activities are summarized below:

  1. Review Group Business portfolio and Mid-term financial targets: IFC reviewed business frame, mid-term financial targets and acknowledged that there were challenges to meet 2023 Budget due to diminished demand in Vietnam, Sri Lanka and clinker exports market. IFC recommended keeping mid-term financial targets and focusing on current business, maintaining healthy cash flow and liquidity and bringing down gearing to 50 percent by the end of 2023.

  2. Review FoCF, credit lines, liquidity, dividends, and FX risk exposure:

    a. IFC reviewed FoCF and EBITDA net leverage and recommended that Management pre-informed investors on one offs/write/offs cost impacting operating EBITDA and discussed on initiative to improve net debt.

    b. IFC acknowledged that sufficient credit lines are available both committed and uncommitted lines.

    c. IFC reviewed the option on sustainability linked loan, which aligns with and supports the realization of the Group’s sustainability ambition, and recommended Management to potentially consider such option after sufficient analysis on the subject matter.

  3. Review CAPEX requests: IFC reviewed CAPEX request for 2H 2023 and the approach for 2024 CAPEX focusing on CAPEX to maintain/sustain productive assets and necessary expansion. IFC also discussed strategic direction on Solar Power Project and recommended to the Board of Directors.

  4. Review Group Insurance Framework and Directors and Officers Liability Insurance: IFC reviewed overall Group Insurance Framework and D&O Insurance and recommended the renewal of D&O Insurance Policy to the Board of Directors.

  5. Review overall Investor Relation Strategy and actions for effective investor communication: IFC recommended the use of a third party specializing in providing Investor Relations related services for 12 months, acknowledged IR activities and recommended Management to participate in more IR activities by SET and build IR resource inhouse.

In conclusion, IFC believes its support in assisting the Board of Directors reviewing the aforementioned areas has resulted in prudent management supervision and the assurance that the Company spent money wisely for the benefit of all shareholders and stakeholders, which geared towards our vision of the best value and a sustainable future for all of our stakeholders.

Mr. Onne van der Weijde
Chairman of the Investment and Finance Committee