Integrity. Profitable. Excellence. Rewarding

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3 Page 1 To be a property developer of distinction, creating quality lifestyles and communities To develop a brand that represents quality and innovation which creates value and is the preferred choice Integrity Customer driven Profitable Excellence Rewarding Team that works Progressive

4 Page 2 Corporate Profile 5 Operations Review 38 Corporate Information 8 Corporate Social Responsibility 43 Chairman s Message 11 Corporate Calendar 49 Group s Five-Year Financial Highlights 16 Corporate Governance 60 Financial Calendar 18 Corporate Governance Statement 61 Group Corporate Structure 20 Statement on Internal Control 69 Audit Committee Report 72 Additional Compliance Information 75 Board of Directors 24 Profile of Directors 26 Financial Statements 81 Management Team 34 Other Information 161 List of Properties 162 Analysis of Shareholdings - Notice of 48th Annual General Meeting - Statement Accompanying Notice of 48th Annual General Meeting - Laporan Tahunan 2008 (Versi Bahasa Malaysia) Form of Proxy / Borang Proksi

5 Page 3 think Being a caring corporate citizen and driven by a commitment to be innovative, responsive and responsible, both socially and environmentally in the development of our townships and niche developments for our future generation, UMLand is guided by its vision, mission and core values towards being a developer of distinction To meet the challenges ahead, it is imperative that we must think out of the box and let our imagination soar. Like a child who is filled with imagination and creativity, the think tomorrow mindset will enable us to continue our growth path during this challenging time

6 Page 4 suasana sentral loft

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8 Page 6 corporate profile United Malayan Land Bhd. (UMLand) was incorporated in 1961 and listed on the Main Board of Bursa Malaysia Securities Berhad in The Group is principally involved in property development. With a dynamic Board of Directors chaired by YABhg Tun Musa Hitam, UMLand s Board of Directors comprises nine members and an alternate, four of whom are independent. With a proven track record as a property developer of distinction in both mixed-development townships and high-end niche developments, the Group s growth strategy is to build on its solid foundation by enhancing the value of its Township Division and expanding its Niche Division. The Group s Township Division has three township developments with a total land area of more than 5,000 acres, located in Johor (Bandar Seri Alam and Taman

9 Page 7 Seri Austin) and Selangor (Bandar Seri Putra), all of which are high growth development areas. In the high-end niche development market, the Group has completed and delivered 846 units of condominium and serviced residences in the Golden Triangle in downtown Kuala Lumpur (Seri Bukit Ceylon) and at Kuala Lumpur Sentral (Suasana Sentral Loft). In addition, the Niche Division has launched Suasana Bangsar, a 190-unit condominium located in the upmarket suburb of Bangsar. Besides Suasana Bangsar, the Group has four new projects in hand, located within the vicinity of KLCC, Kuala Lumpur Golden Triangle and Johor Bahru. As at December 31, 2008, UMLand s paid up share capital is RM241,705,233, comprising 241,705,233 ordinary shares of RM1.00 each. The Group s shareholders fund is RM million and its net assets per ordinary share is RM 3.38.

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11 Page 9 BOARD OF DIRECTORS Tun Musa Hitam Chairman Independent Non-Executive Director Dato Ng Eng Tee Deputy Chairman/Executive Director Non-Independent Executive Director Chen Lian Pang Non-Independent Non-Executive Director Datuk Syed Ahmad Khalid Syed Mohammed Independent Non-Executive Director Datuk Nur Jazlan Tan Sri Mohamed Independent Non-Executive Director Chan Say Yeong Non-Independent Non-Executive Director Syed Azmin Mohd Syed Nor Non-Independent Non-Executive Director Ng Eng Soon Non-Independent Non-Executive Director Pakhruddin Sulaiman Independent Non-Executive Director Lim Wie Shan (alternate to Chen Lian Pang and Chan Say Yeong) Non-Independent Non-Executive Director AUDIT COMMITTEE Datuk Syed Ahmad Khalid Syed Mohammed Datuk Nur Jazlan Tan Sri Mohamed Chan Say Yeong Pakhruddin Sulaiman EXECUTIVE COMMITTEE Tun Musa Hitam Dato Ng Eng Tee Syed Azmin Mohd Syed Nor Chan Say Yeong TENDER BOARD COMMITTEE Dato Ng Eng Tee Syed Azmin Mohd Syed Nor Chan Say Yeong REMUNERATION COMMITTEE Datuk Syed Ahmad Khalid Syed Mohammed Datuk Nur Jazlan Tan Sri Mohamed Syed Azmin Mohd Syed Nor NOMINATION COMMITTEE Datuk Syed Ahmad Khalid Syed Mohammed Datuk Nur Jazlan Tan Sri Mohamed Syed Azmin Mohd Syed Nor RISK COMMITTEE Syed Azmin Mohd Syed Nor Dato Ng Eng Tee Pakhruddin Sulaiman OPTION COMMITTEE Syed Azmin Mohd Syed Nor Dato Ng Eng Tee Anthony Yap SENIOR MANAGEMENT Dato Ng Eng Tee Deputy Chairman/Executive Director Anthony Yap Group Chief Executive Officer Pee Tong Lim Director, Finance & Corporate Zulkifly Garib Director, Operations COMPANY SECRETARY Zuraidah Mohd Yusoff (MAICSA ) REGISTERED OFFICE Suite 1.1, 1st Floor Kompleks Antarabangsa Jalan Sultan Ismail Kuala Lumpur Tel : Fax : (Corporate) (Secretarial) AUDITORS PricewaterhouseCoopers Chartered Accountants Level 10, 1 Sentral Jalan Travers Kuala Lumpur Sentral Kuala Lumpur PRINCIPAL BANKERS OCBC Bank (Malaysia) Berhad Alliance Bank Malaysia Berhad Malayan Banking Berhad CIMB Bank Berhad Kuwait Finance House (Malaysia) Berhad AmBank Berhad SHARE REGISTRAR Securities Services (Holdings) Sdn. Bhd. Level 7, Menara Milenium Jalan Damanlela Pusat Bandar Damansara Damansara Heights Kuala Lumpur Tel : Fax : STOCK EXCHANGE LISTING Main Board Bursa Malaysia Securities Berhad Stock Name : UMLAND Stock Code : 4561 WEBSITE ADDRESS

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13 Page 11 Dear shareholders, As Chairman of the Board of Directors ( Board ) of United Malayan Land Bhd ( UMLand or the Group ), it is with pleasure that I present to you the annual report of the Group for the fi nancial year ended 31 December chairman s message The Group has enjoyed considerable success with the niche division with the completion of two high-end projects, namely Seri Bukit Ceylon and Suasana Sentral Loft while another, Suasana Bangsar, was launched during the year under review 2008 (FY2008). The year under review is one of the most challenging in recent years, which saw the international community experiencing levels of volatility and global fi nancial turmoil of an unprecedented scale. It is times like this that will test the mettle of UMLand. The Group is fundamentally sound. We have proven leadership and personnel; our development projects are in established locations; and our gearing conservative. We build quality products across a spectrum that includes landed mid-cost residential properties to high-end residences. This is a time for the Group to take stock and re-plan for a new tomorrow. We need to be fl exible to cater to current conditions yet be able to take advantage of changes in the market place when the opportunity arises. Riding out the storm is of essence, as the fi nancial meltdown of leading global economies has seen the tentacles of the fi nancial crisis reaching out and impacting all economies across the globe. The Malaysian economy felt the impact of the slowdown in the global economy in the second-half of 2008, which also brought on a whole set of challenges with the fall in consumer and investor sentiments. The economic and fi nancial crises came to a head in 2008, with half the world in recession or at the brink of one. All sectors of the economy were affected, which in turn caused uncertainties in the demand for residential property. Furthermore, a spike in infl ation brought on by higher food and fuel prices through most of last year did not help consumer sentiments, with many cutting down on consumption and deferring purchases of big-ticket items such as houses and cars. Redemption-driven selling by hedge funds in early 2008 as well as political uncertainties at home following the March 8 elections also dampened sentiments on the ground.

14 Page 12 From October onwards, Bursa Malaysia s benchmark index, the KLCI, also refl ected the concerns of investors following the bankruptcy of Lehman Brothers Holdings Inc. and the rescue of American International Group Inc. by the US government. All these factors contributed to a slow property market and the deferment A re-look of the 5-year plan In view of the continuing economic downturn, the Group is reviewing its 5-year strategic plan. It is clear that there needs to be a period of evaluation and reassessment of the existing and future strategies to try and mitigate as much as possible the impact of the global slowdown. of launches by the Group in both niche and township developments. As part of the programme to add further value to the townships, the As a result of the economic conditions and lower consumer confi dence, UMLand registered a sharp drop in revenue due to lower sales from the township division of the Group and a decrease in contribution from the niche division. Group has been focusing on the sale and lease of completed properties and non-core development land to strategic partners especially in Bandar Seri Alam, which has developed into an educational hub for institutions of higher learning with campuses being built for MARA and Universiti KL. Recently, the Group sold 200 acres of land to Universiti Technology The performance of the Group was in line with the general industry trend where the deteriorating conditions have affected every property developer in the country to varying degrees. Financial performance MARA ( UiTM ) for the establishment of UiTM s engineering and hospitality campuses and a 15-acres parcel of land to house the Eastern District Police Headquarters for Johor. These developments coupled with the presence of the Regency Medical Centre, Tesco hypermarket and a McDonald s restaurant, have elevated the Bandar Seri Alam township to a higher level of maturity. During the year under review, the Group registered a decrease in revenue to RM172.1 million compared to RM396.8 million registered in the last fi nancial year ended 31 December 2007 ( FY2007 ) due mainly to the completion of Suasana Sentral Loft which contributed RM108.7 million Meanwhile, the Group is reviewing the master plan of the townships as to land usage with a view to further improving land use and capitalizing on the potential revenue stream. in FY2007. For the niche division, the Group has deferred the launch of four The township division also saw a signifi cant drop in revenue as a result of both lower property sales registered in the year and an absence of projects pending stabilization of market conditions and anticipated lower construction costs. strategic land sales in Bandar Seri Alam, Johor. In FY2007, land sold in Bandar Seri Alam comprised bungalow lots; a 50-acre parcel to MARA and a 60-acre parcel to Universiti KL for the development of its campus. In FY2007, two niche projects were identifi ed for launch in FY2008. One of this, Suasana Bangsar was launched with good take-up rates while the other, a serviced apartment project in the Raja Chulan neighbourhood The decrease in revenue negatively impacted the Group s profi t before tax, profi t after tax and profi t after tax and minority interest ( PATMI ). PATMI registered a loss of RM3.5 million compared to FY2007 s profi t of RM46.6 million. Earnings per share fell to -1.4 sen in FY2008 compared to 19.6 sen in FY2007 Dividend The Group did not pay any interim dividend for FY2008 in view of the results. A fi nal dividend of 2.5% less tax is being proposed by the directors. This will be subject to shareholders approval in the forthcoming of the Golden Triangle, has been temporarily deferred. Besides the Raja Chulan project, the other niche projects that have been deferred are the proposed developments of Ipjora project located in the Golden Triangle and the Matex project in Johor Bahru, both acquired in The Mayang project in the vicinity of KLCC (a 50:50 joint venture with Bolton Bhd) is pending the development order approval. In a nutshell, the Group will be cautious in launching new products or phases of existing projects in 2009 but will move forward with suitable adjustments to its 5-year plan in an effort to make it more relevant to face the challenges ahead. annual general meeting. If approved, the Group will be paying it out of retained profi ts brought forward from previous years.

15 Page 13 Property outlook in 2009 Acknowledgements The property outlook in 2009 is not expected to show much improvement over 2008 as the global economic slowdown is expected to worsen. The Group will face many challenges, among which include sales, availability of fi nancing and construction costs. The prospect going forward will depend very much on the recovery of the Malaysian economy, which in turn hinges on the global economy recovering. At this juncture, there are no plans in terms of land acquisition, corporate movements and partnerships besides those already being explored and announced, namely, the proposal of joint development with UEM Land Bhd in Nusajaya and the proposed joint venture development with Tradewinds Johor Sdn Bhd in Pulai. Nevertheless, the Group is always open to any new opportunities that are feasible should they arise. For the township division, the main focus will be on existing completed inventories. Whilst sales will be ongoing, certain land and properties will As always, the key strengths of the Group lie in the strong and unwavering support of its major shareholders, a dedicated and professional Board as well as the commitment shown by the management and employees. I am confi dent that, working together and with the support from the shareholders, the Board and employees, the Group will be able to weather the challenges ahead. The current year will undoubtedly be a tough year, but we are prepared for the eventualities and have tactical plans to cushion the impact of the economic uncertainty. We are aware that the only constant is change, and we are determined to be agile enough to surge ahead and weather the storm. I would like to thank the management team and to extend my heartfelt appreciation to all the employees of the Group, for their dedication and loyalty in this time of uncertainty. Last but not least, my appreciation also goes out to all our valued customer, bankers, business associates and the various local authorities for their continued confi dence and support. be leased to generate returns. In this regard, the Group has set up an asset management department at Bandar Seri Alam for the purpose of leasing properties and land to qualifi ed third parties. In view of the economic downturn, the Group has taken proactive steps to review new products, as well as the launching schedules. Township division is expected to continue providing the base contribution both in terms of development sales and sale of non-core development Tun Musa Hitam Chairman land to strategic partners to accelerate township growth. The Group has enjoyed considerable success with the niche division with the completion of two high-end projects, namely Seri Bukit Ceylon and Suasana Sentral Loft while another, Suasana Bangsar, was launched during the year under review. The future projects under the niche division include the Raja Chulan and Ipjora projects in the Golden Triangle, the Mayang project in the vicinity of KLCC and the Matex project in Johor Bahru. The current year will be challenging to say the least but we will continue to push ahead to explore opportunities that will yield strong results for the Group. The Group will ensure that it remains resilient in the face of unprecedented challenges and mitigate as much as possible the effects of the global downturn.

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17 Page 15 today s foundations

18 Page 16 group s five-year financial highlights (Figures in RM Million unless otherwise specifi ed) UMLand Group OPERATING RESULTS Revenue Profi t before taxation Taxation (1.84) (11.10) (10.89) (3.13) (9.31) Net profi t /(loss) for the fi nancial year (1.26) Attributable to: Equity holders of the Company (3.46) Minority interests KEY BALANCE SHEET DATA Property, plant and equipment Long term investmets Land held for propery development Other non-current assets Current assets TOTAL ASSETS 1, , , , , Current liabilities Non-current borrowings Other non-current liabilities TOTAL LIABILITIES TOTAL NET ASSETS Minority interests (84.06) (86.87) (74.65) (59.40) (54.40) SHAREHOLDERS EQUITY FINANCIAL RATIOS Gross dividend per share (sen) - Taxed Tax exempt Basic earnings per share (sen) Net assets per share (RM) (1.4) * 3.38 ** Gearing (times) * Basic earnings per share is calculated based on the weighted average number of shares of 241,299,682 in issue during the year. ** Net assets per share (attributable to equity holders of the Company) is calculated based on the reduced number of shares of 241,303,433 in issue (which is net of 401,800 treasury shares).

19 Page 17 Revenue 57% Net profit/(loss) attributable to equity holders of the Company 107% Basic earnings per share 107% (3.46) (1.4) Total assets 1% Net assets per share 2% Gross dividend per share 75% , , , , , (Figures in RM Million unless otherwise specifi ed)

20 Page 18 financial calendar for the period of 1 january 2008 to 31 december 2008 feb feb may Payment of an interim dividend of 2.5 sen gross per ordinary share less tax in respect of the fi nancial year ended 31 December The net dividend amounted to RM4,463, Announcement of Quarter 4 fi nancial results for the fi nancial year ended 31 December 2007 to Bursa Malaysia Securities Berhad. Announcement of Quarter 1 fi nancial results for the fi nancial year ended 31 December 2008 to Bursa Malaysia Securities Berhad. june aug sept 47th Annual General Meeting and Extraordinary General Meeting at Crowne Plaza Mutiara, Kuala Lumpur Announcement of Quarter 2 fi nancial results for the fi nancial year ended 31 December 2008 to Bursa Malaysia Securities Berhad. Payment of a fi nal dividend of 7.5 sen gross per ordinary share less tax, in respect of the fi nancial year ended 31 December The net dividend amounted to RM13,392, nov Announcement of Quarter 3 fi nancial results for the fi nancial year ended 31 December 2008 to Bursa Malaysia Securities Berhad.

21 Page 19 artist impression of suasana bangsar

22 Page 20 group corporate structure INVESTMENT HOLDING AND PROVISION OF MANAGEMENT SERVICES SUASANA SENTRAL TWO SDN. BHD. Property Development and Related Activities 70% ALPINE RETURN SDN. BHD. Property Development and Related Activities 50% SERI ALAM PROPERTIES SDN. BHD. Property Development 100% DYNASTY VIEW SDN. BHD. Property Development and Related Activities 100% BANGI HEIGHTS DEVELOPMENT SDN. BHD. Property Development and Property Investments 70% COUNTRY EQUITY SDN. BHD. Investment Holding 100% EXQUISITE SKYLINE SDN. BHD. Property Development 71% SERI ALAM HOTEL RESORT SDN. BHD. General Trading 100% PMS SERVICES SDN. BHD. Project Management 100% SERI ALAM LEISURE SDN. BHD. Investment Holding 100% SERI ALAM GOLF & EQUESTRIAN CLUB SDN. BHD. Operation of a Recreational Club and Related Activities 100%

23 Page 21 UM LAND BENA SDN. BHD. Property Development and Related Activities 100% UM DEVELOPMENT SDN. BHD. Property Development and Related Activities 100% EXQUISITE MODE SDN. BHD. Property Development 100% CLEAR DYNAMIC SDN. BHD. Property Development 100% UM RESIDENCES SDN. BHD. Development of Serviced Apartments 100% UM LAND ASSETS SDN. BHD. Property Investment 100% UM LEISURE SDN. BHD. General Trading 100% EXTREME CONSOLIDATED SDN. BHD. Property Development 100% NUSAJAYA CONSOLIDATED SDN. BHD. Property Development 50% SSBC SDN. BHD. Letting and Marketing Somerset Seri Bukit Ceylon Serviced Residences % IPJORA HOLDINGS SDN. BHD. Developing, Building, Owning and Operating Serviced Apartments 100%

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25 Page 23 today s character

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27 Page 25 board of directors

28 Page 26 profile of directors Tun Musa Hitam Chairman Independent Non-Executive Director, 75, Malaysian Tun Musa Hitam was appointed to the Board of UMLand on 26 January He is also the Chairman of the Executive Committee of UMLand. Before becoming Malaysia s fi fth Deputy Prime Minister and Minister of Home Affairs from 1981 to 1986, Tun Musa Hitam held a number of key government posts, including Chairman of Federal Land Development Authority (FELDA), Deputy Minister of Trade & Industry, Minister of Primary Industries and Minister of Education. Between 1990 and 1991, he was Malaysia s Special Envoy to the United Nations and from 1995 to 2002 the Prime Minister s Special Envoy to the Commonwealth Ministerial Action Group. He was leader of the Malaysia delegation to the UN Commission on Human Rights from 1993 to 1998 and Chairman of the 52nd Session of the Commission in Tun Musa Hitam received his Bachelor of Arts Degree from the University of Malaya and Masters Degree in International Relations from the University of Sussex, United Kingdom. He also holds Honorary Doctorates from the University of Sussex, University Malaysia Sabah and University of Malaya. He was a Fellow at the Centre for International Affairs, Harvard University, United States of America and is currently a Fellow of the Malaysian Institute of Management and a member of the Advisory Board of the Malaysian Journal of Diplomacy and Foreign Relations. He is currently the Chairman of Sime Darby Berhad and Lion Industries Corporation Berhad. He is also a member of the Advisory Panel of the South Johor Economic Region, a Joint-Chairman of the Malaysia-China Business Council, Chairman of the World Islamic Economic Forum, Chairman of the Eminent Persons Group on the ASEAN Charter and Special Envoy of the Commonwealth Secretary-General to the Maldives. Tun Musa Hitam does not have any family relationship with any director or major shareholder of UMLand. He has never been charged for any offence and there has been no business arrangements with UMLand in which he has personal interests. Megan Lim, 5 likes the view of KLCC from Seri Bukit Ceylon, Kuala Lumpur. Ambition : Astronomer

29 Page 27 Dato Ng Eng Tee Deputy Chairman/Executive Director Non-Independent Executive Director, 59, Singaporean/Malaysian PR Dato Ng Eng Tee joined the Board of UMLand on 31 October 1995 and assumed the position of Joint Deputy Chairman/ Executive Director on 28 August On 31 October 2008, he was redesignated as the Deputy Chairman/Executive Director of UMLand. He is a member of the Executive Committee, Tender Board Committee, Risk Committee and Option Committee of UMLand. He graduated from the Singapore Polytechnic. He is also the Managing Director of Chee Tat Holdings (Singapore) Pte. Ltd. In addition, he is the President of King George Financial Corporation and a Director of Allied Hotel Properties Incorporated, both listed on the Canadian Stock Exchange. He is also a founding life member of the Presidents Club of Simon Fraser University. Dato Ng Eng Tee is a brother to Ng Eng Soon, a director of UMLand. He is also a nominee of Chee Tat Holdings (Singapore) Pte. Ltd., a major shareholder of UMLand. Hence, he is deemed to be interested in certain recurrent related party transactions of a revenue and trading nature which are necessary for the day-to-day operations of which UMLand and its subsidiaries may enter with Chee Tat Holdings (Singapore) Pte. Ltd.. He has never been charged for any offence and there has been no business arrangements with UMLand in which he has personal interests. Khairul Danish, 8 likes riding his bicycle at his favourite park in Bandar Seri Alam, Johor. Ambition : Olympics Mountain Biker Champion

30 Page 28 Chen Lian Pang Non-Independent Non-Executive Director, 51, Malaysian Datuk Syed Ahmad Khalid Syed Mohammed Independent Non-Executive Director, 59, Malaysian Chen Lian Pang joined the Board of UMLand on 2 April He is currently the CEO of Southeast Asia for CapitaLand Commercial Limited. He was the CEO and Managing Director of T.C.C. Capital Land Ltd., CapitaLand s joint venture company with T.C.C. Land in Thailand, since the inception of the joint venture in September 2003 till 31 December He has more than 20 years of construction and real estate experience in both Singapore and overseas. Datuk Syed Ahmad Khalid Syed Mohammed was appointed to the Board of UMLand on 19 October He is currently the Chairman of the Audit Committee and a member of the Nomination Committee and Remuneration Committee of UMLand. Datuk Syed Ahmad Khalid received a Masters Degree majoring in Economics and International Trade and Finance from the Ohio University, United States of America. Prior to joining CapitaLand, he was the Deputy Chief Executive Offi cer/country Director with L&M International, where he gained international experience and exposure in offi ce and commercial developments and condominium projects. He does not have any family relationship with any director or major shareholder of UMLand. He has never been charged for any offence and there has been no business arrangements with UMLand in which he has personal interests. He holds a Master of Science in Civil Engineering from the National University of Singapore and a Bachelor of Science in Civil Engineering (First Class Honours) from the University of Cardiff, United Kingdom. He is a registered professional engineer. He does not have any family relationship with any director or major shareholder of UMLand except by virtue of being a nominee of CapitaLand, a major shareholder of UMLand. Hence, he is deemed to be interested in certain recurrent related party transactions of a revenue and trading nature which are necessary for the day-to-day operations of which UMLand and its subsidiaries may enter with the CapitaLand Group. He has never been charged for any offence and there has been no business arrangements with UMLand in which he has personal interests. Gayethri Mani Vannan, 5 loves to play hide and seek at the park in Taman Seri Austin, Johor with her best friends every evening. Ambition : Doctor

31 Page 29 Datuk Nur Jazlan Tan Sri Mohamed Chan Say Yeong Independent Non-Executive Director, 43, Malaysian Non-Independent Non-Executive Director, 45, Malaysian Datuk Nur Jazlan was appointed to the Board of UMLand on 19 October He is also a member of the Audit Committee, Nomination Committee and Remuneration Committee of UMLand. Chan Say Yeong was appointed to the Board of UMLand on 1 August He is also a member of the Audit Committee, Executive Committee and Tender Board Committee of UMLand. Datuk Nur Jazlan is a Fellow of the Association of Chartered Certifi ed Accountants (ACCA), United Kingdom. He is a Council Member and Chairman of Public Relations Committee of Malaysian Institute of Accountants as well as a Council Member of the Asean Federation of Accountants (AFA). In addition to his corporate experience, Datuk Nur Jazlan is also active in politics. He is the Head of UMNO Pulai, Johor and also the Chairman of Barisan Nasional for the division. He was an EXCO Member of UMNO Youth from 1996 until He was re-elected as a Member of Parliament for Pulai Parliamentary Constituency (Johor) in the general election held in March He is also a member of the Public Accounts Committee (PAC) in the Parliament and the Chairman of the Finance Committee of the Barisan Nasional Backbenchers Club. He currently sits on the Board of Telekom Malaysia Berhad (TM), Prinsiptek Corporation Berhad, Penang Port Sdn. Bhd., Jaycorp Berhad, TSH Resources Berhad and Ekowood International Berhad. He is currently the Chief Executive Offi cer and Executive Director of Quill Capita Management Sdn. Bhd. Prior to this, he was the Managing Director of CapitaLand Financial Limited based in Malaysia. Chan Say Yeong holds a Bachelor of Accounting from the National University of Singapore. He completed the Executive Development Program in Wharton School of the University of Pennsylvania, United States of America. He does not have any family relationship with any director or major shareholder of UMLand except by virtue of being a nominee of CapitaLand, a major shareholder of UMLand. Hence, he is deemed to be interested in certain recurrent related party transactions of a revenue and trading nature which are necessary for the day-to-day operations of which UMLand and its subsidiaries may enter with the CapitaLand Group. He has never been charged for any offence and there has been no business arrangements with UMLand in which he has personal interests. Datuk Nur Jazlan was the Chairman of TM s Board Audit Committee from 2004 to 2007 and a Member of Board Tender Committee. He was also a Member of Board of Commissioners of PT Excelcomindo Pratama, Indonesia until 28 July 2008, and Chairman of Multinet Pakistan (Private) Limited, subsidiaries of TM until 30 June, Datuk Nur Jazlan does not have any family relationship with any director or major shareholder of UMLand. He has never been charged for any offence and there has been no business arrangements with UMLand in which he has personal interests. Wan Harith, 8 likes building model airplanes in his home at Bandar Seri Putra, Selangor. Ambition : Pilot

32 Page 30 Syed Azmin Mohd Syed Nor Non-Independent Non-Executive Director, 45, Malaysian Ng Eng Soon Non-Independent Non-Executive Director, 52, Singaporean Syed Azmin Mohd Syed Nor was appointed to the Board of UMLand on 3 May He is also a member of the Executive Committee, Tender Board Committee, Risk Committee, Nomination Committee, Remuneration Committee and Option Committee of UMLand. He is currently the Executive Director of Amtek Holdings Berhad. He also sits on the Board of the Engtex Group Berhad, Tradewinds Corporation Berhad and Tradewinds (M) Berhad. He was an Executive Director of CN Asia Corporation Berhad from 1997 to 2005 where he was responsible for the corporate affairs and business development. In 1999, he was one of the Founders /Director of an IT company, Commerce Dot Com Sdn. Bhd. which undertook one of the government s electronic commerce project, e-perolehan. Syed Azmin graduated with a Bachelor of Science Degree, majoring in Business Management from University of Berkeley, United States of America. Upon his graduation in 1984, he was involved in several private business ventures which included trading in commodities, housing development, manufacturing and stock broking. Ng Eng Soon was appointed to the Board of UMLand on 31 October He is currently the Executive Director of Chee Tat Holdings (Singapore) Pte. Ltd. He graduated from the London School of Economics, United Kingdom with a Bachelor of Science Degree majoring in Economics. Ng Eng Soon is a brother to Dato Ng Eng Tee, the Deputy Chairman/ Executive Director of UMLand. He is a nominee of Chee Tat Holdings (Singapore) Pte. Ltd, a major shareholder of UMLand. Hence, he is deemed to be interested in certain recurrent related party transactions of a revenue and trading nature which are necessary for the day-today operations of which UMLand and its subsidiaries may enter with Chee Tat Holdings (Singapore) Pte. Ltd. He has never been charged for any offence and there has been no business arrangements with UMLand in which he has personal interests. He does not have any family relationship with any director of UMLand. He is a nominee of Tradewinds Corporation Berhad, a major shareholder of UMLand and a brother to YBhg Tan Sri Dato Syed Mokhtar Shah Syed Nor, a deemed substantial shareholder of UMLand. Hence, he is deemed to be interested in certain recurrent related party transactions of a revenue and trading nature which are necessary for the day-to-day operations of which UMLand and its subsidiaries may enter with Tradewinds Corporation Berhad and its Group. He has never been charged for any offence and there has been no business arrangements with UMLand in which he has personal interests. Puteri Adriana Cinta, 6 likes swimming at her condominium, Seri Bukit Ceylon s, Kuala Lumpur. Ambition : Synchronised Swimmer

33 Page 31 Pakhruddin Sulaiman Independent Non-Executive Director, 52, Malaysian Lim Wie Shan (ALTERNATE TO CHEN LIAN PANG AND CHAN SAY YEONG) Non-Independent Non-Executive Director, 39, Singaporean Pakhruddin Sulaiman was appointed to the Board of UMLand on 27 August He is a member of the Audit Committee and Risk Committee of UMLand. Pakhruddin graduated from the University of London, United Kingdom with a Bachelor Degree in Law. He is also a Barrister-at-law from Lincoln s Inn. He started his career in 1985 as a legal assistant of several legal fi rms. He joined Mohd Khamil & Co. as its Managing Partner in He is currently the Managing Partner of Pakhruddin & Partners. He also sits on the Board of Tradewinds Plantation Berhad. Pakhruddin does not have any family relationship with any director or major shareholder of UMLand. He has never been charged for any offence and there has been no business arrangements with UMLand in which he has personal interests. Lim Wie Shan joined the Board of UMLand as alternate director to Chen Lian Pang and Chan Say Yeong on 1 August Lim Wie Shan is currently a director of MCDF Investment Pte. Ltd. and MCDF Management Pte. Ltd. He graduated from the Nanyang Technology University with a Bachelor of Engineering (Hons) Degree in 1993 and has a postgraduate Master of Science (Civil) and MBA from the National University of Singapore and Imperial College, University of London respectively. He completed the Executive Development Program in Wharton School of the University of Pennsylvania. In 1997, he joined Pidemco Land Limited (now known as CapitaLand Limited). He is currently the Senior Vice President, Investment and Asset Management of CapitaLand Commercial Limited. He is also a director of MCDF Investment Pte. Ltd. and MCDF Management Pte. Ltd., focusing on Malaysia. Lim Wie Shan does not have any family relationship with any director or major shareholder of UMLand except by virtue of being a nominee of CapitaLand, a major shareholder of UMLand. Hence, he is deemed to be interested in certain recurrent related party transactions of a revenue and trading nature which are necessary for the day-to-day operations of which UMLand and its subsidiaries may enter with the CapitaLand Group. He has never been charged for any offence and there has been no business arrangements with UMLand in which he has personal interests. Najmuddin, 5 Suasana Sentral Loft, Kuala Lumpur, likes to play with building blocks. Ambition : Architect

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36 Page 34 management team group senior management Anthony Yap Group Chief Executive Officer 61, Canadian Pee Tong Lim Director, Finance & Corporate 59, Malaysian Zulkifly Garib Director, Operations 48, Malaysian Anthony Yap joined the UMLand Group in August 2006 as the Group Chief Executive Offi cer. He is responsible for the strategic direction and the overall management and operations of the Group. He graduated with a Bachelor of Law Degree (2nd Upper) from the University of Singapore and was in private practice for several years. He has over 20 years of international experience in the hospitality industry, property development, management and sales. He has also held offi ce as a Director, Senior Executive Director and Chairman of public listed entities in Malaysia, Hong Kong and Australia. Pee Tong Lim joined the UMLand Group in March 2005 as Director, Finance & Corporate. He is responsible for the fi nancial management, treasury function and corporate development of the Group. He graduated with a Bachelor of Accountancy Degree from the University of Singapore and is a registered member of The Institute of Certifi ed Public Accountants, Singapore and a Fellow of the Association of Chartered Certifi ed Accountants, United Kingdom. He has many years of experience in merchant banking being involved in corporate fi nance, advisory and planning. He has held various senior positions in both private and public entities in Malaysia and Singapore. He was also a Director and member of the Audit Committee of the Company from October 1995 to March Zulkifl y Garib joined the UMLand Group in August 2006 as Director, Operations and is responsible for the Group s portfolio of township development projects. He graduated with a Bachelor of Science Degree in Civil Engineering from The Hatfi eld Polytechnic, United Kingdom and began his career as a consultant civil engineer in He then took up positions as a Geotechnical Engineer and subsequently as Facilities Engineer with PLUS Berhad and UMW Corporation Sdn. Bhd. respectively. He has over 15 years of property development experience and held senior managerial positions with Land & General Berhad. Prior to joining UMLand, he was the Senior General Manager of UDA Holdings Bhd. and head of the Group s Township Division. Zulkifl y Garib has served in the committee of the Building Services Technical Division of the Institution of Engineers, Malaysia and is presently a committee member of the REHDA Johor branch.

37 Page 35 management team management operations United Malayan Land Bhd. Suasana Sentral Two Sdn. Bhd. Seri Alam Properties Sdn. Bhd. and Dynasty View Sdn. Bhd. Lim Chin Tian Technical Director Mohd Dinniah Yusof Senior General Manager, Tax Advisory Long Foo Lum General Manager, Business Development Tengku Mahmood Tengku Ismail General Manager, Group Technical Liaison Gan Teong Hock Financial Controller Chong Sumi Leong General Manager, Projects Zuraidah Mohd Yusoff Assistant General Manager, Secretarial / Legal Leong Chooi Kuen Assistant General Manager, Corporate, Tax Planning and Risk Management Neoh Kim Wah Assistant General Manager, Group Marketing & Sales Noralina Kamarudin Assistant General Manager, Group Human Resources & Administration Yap Man Ying Senior Manager, Finance Lim Siang Joo Senior Manager, Information Technology Ab Aziz Ab Hamid Manager, Group Security Jessylina Mat Lazim Manager, Public Affairs Norulhudai Nasir Senior Manager, Finance & Risk Management Teo Lian Seng Senior Manager, Projects Bangi Heights Development Sdn. Bhd. Ng Tay Guan General Manager Woo Wee Tiong Senior Manager, Project Management Yasmin Daud Senior Manager, Township Management Mun Choong Jan Senior Manager, Finance Aw Wee Kiat Manager, Liaison Au Kar Sheng Manager, Sales & Marketing Mohd Noor Abdul Salam General Manager, Seri Alam Properties Sdn. Bhd. (SAP) Wong Kuen Kong General Manager, Dynasty View Sdn. Bhd. (DVSB) Goh Hong Seong General Manager, Projects Tan Siew Peng Assistant General Manager, Finance Tan Kiat How Assistant General Manager, Asset Management and Support Services Mohd Saifuddin Salehuddin Senior Manager, Township Management Chang Siau Ham Senior Manager, Sales and Marketing (SAP) Law Teck Seng Manager, Liaison Cheng Siew Lee Assistant Manager, Sales and Marketing (DVSB)

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40 Page 38 operations review Preamble The year under review will be remembered as the year that the entire global fi nancial system was crippled, with leading global economies being affected in an unprecedented manner. Higher infl ation for part of the year, costlier building materials and a slowdown in the economy leading to lower consumer sentiments in the latter half of the year were several of the major events that affected the property industry in Malaysia. The landscape of the global economic system has changed drastically, and Malaysia is feeling the effects of the economic pendulum. External events such as the failure of major international fi nancial institutions and recession among Malaysia s major trading partners has led to a more cautious market, with many consumers and investors adopting a wait and see attitude and deferring the purchase of big ticket items due to various concerns. The economy in 2008 The year under review was characterized by higher infl ation due to higher food and fuel prices in the fi rst-half of 2008, not only in Malaysia but also throughout the world. There was also a sharp increase in building material prices in the same period, which resulted in construction costs going up substantially and creating a ripple effect on the entire industry. Domestic consumption, while resilient in the fi rst half of the year, began to falter in the latter part of the year, due to hikes in the prices of fuel and the consequential effects arising there from. To boost the economy, the government announced a stimulus package worth RM7 billion in November 2008 following slower growth, especially in the manufacturing sector, which has seen industrial output falling since October. Following this, a massive RM60 billion second stimulus package was also unveiled in March 2009 by the government. The Malaysian economy s growth trajectory also slowed down on account of much lower external demand. The gross domestic product ( GDP ) grew by only 0.1% in the fourth quarter of 2008 ( 4Q08 ), compared to a growth of 4.7% in the previous quarter. Full year growth was 4.6% in 2008 versus the growth of 6.3% in 2007.

41 Page 39 The manufacturing sector in particular took a severe battering, with a contraction of 8.8% in 4Q08 as a result of plunging exports. For the full year, the sector grew 1.3% compared to 3.1% in Underpinning the growth in the economy was the services sector, which moderated to 5.6% in 4Q08 compared to 7.1% in the quarter before. For the full year, the sector grew 7.3% compared to 9.7% in While most of the sub-sectors comprising services posted growth albeit lower compared to the year before, the real estate and business services sub-sector contracted by 16.7% from 2007 s 18.2% growth to 2008 s 1.5% growth. The construction sector, of which the property industry accounts for a signifi cant portion, posted a growth of 2.1% in 2008 compared to 3.1% in 2007, supported by higher activities across the three subsectors: civil engineering, non-residential and residential. The property industry The economic slowdown in the second half of 2008 has affected the industry in terms of sales of ongoing launches as well as developers deferring launches. Furthermore, rising construction costs on the back of higher building material prices also placed an additional burden on the industry in the fi rst half of the year. The rise in infl ation through the year, exacerbated by hikes in fuel prices as well as electricity tariffs also affected the sentiment of consumers. To counteract the situation, the country s benchmark lending rate, the overnight policy rate ( OPR ), was lowered, starting with a cut of 25 basis points to 3.25% by Bank Negara in November Following that, the central bank made two other substantial cuts in the OPR, one of 75 basis points in January 2009 and another of 50 basis points in February 2009, to bring it to 2.0%. In the wake of the OPR cuts, commercial banks have also followed suit with cuts in the base lending rate. This has somewhat eased the burden of house buyers. Besides the interest rate cuts, a 50% stamp duty exemption was also extended to housing loan agreements executed on or before 30 August 2008 up to 31 December Previously, the stamp duty exemption was only given to the instrument of transfer executed on or after 8 September 2007 but not later than 31 December Another boon for the industry involved the Employees Provident Fund allowing for the monthly withdrawal from the Account 2 by members to pay their housing loans in a move to stimulate the property market, especially in the mid-priced market segment, from the beginning of January Notwithstanding these measures, the property market has seen a drop in the value of properties in general with luxury high-rise units being the most vulnerable due to a fall in the number of foreigners buying into these locations. Financial results The slower growth in the economy greatly infl uenced sentiments within the property market. As a result, the Group s performance was affected and this was refl ected in the signifi cant drop in sales and revenue. Revenue decreased to RM172.1 million in the fi nancial year ended 31 December 2008 ( FY2008 ) compared to RM396.8 million in the fi nancial year ended 31 December 2007 ( FY2007 ). The difference

42 Page 40 in revenue was mainly due to lower contributions from the niche division of the Group following the completion of the Suasana Sentral Loft project in FY2007. For FY2008, the niche division contributed RM30.5 million to the Group compared to RM139.2 million in 2007, a drop of RM108.7 million. The township division of the Group also recorded a signifi cant drop in revenue due to lower sales. There was also no land sales recorded in FY2008 compared to FY2007, where such sales in Bandar Seri Alam, Johor brought in revenue of RM71.8 million to the Group. Consequently, profi t before tax, profi t after tax and profi t after tax and minority interest (PATMI) were affected resulting in a RM3.5 million loss at PATMI level. Township division In 2008, the Group launched a total of 489 units in the three townships of Bandar Seri Alam and Taman Seri Austin in Johor and Bandar Seri Putra in Selangor. Bandar Seri Alam accounted for 164 units of terraced houses and apartment units, Taman Seri Austin accounted for 71 units of shop offi ces and terraced houses and Bandar Seri Putra saw the launch of 254 units of bungalows and terraced houses. The year under review also saw the groundbreaking ceremony for Universiti KL, the soft opening of Regency Medical Centre and the opening of a McDonald s restaurant in Bandar Seri Alam, which further enhanced the facilities at the township. During the year ended December 31, 2008, a total of 315 units of 2-storey terraced and semi-detached houses were completed and handed over. The Group has a balance of 1,843 acres of freehold land for development in its townships with an estimated gross development value of RM4.78 billion. Bandar Seri Alam forms the bulk of it with 1,411 acres, followed by Taman Seri Austin with 255 acres and Bandar Seri Putra, 177 acres. With the slow down in sales, the Group has focused on leasing out certain of its properties at Bandar Seri Alam to generate income from its assets.

43 Page 41 Niche division To date, the Group has completed two freehold high-end projects with a total of 846 units - Seri Bukit Ceylon serviced apartments and Suasana Sentral Loft all of which were fully sold. The Group launched Suasana Bangsar, a freehold 25-storey highend condominium project with 190 units in July The project was well received despite diffi cult economic conditions. The Group has another four niche projects at various stages of development in the pipeline. Two of these are located within the Golden Triangle of downtown Kuala Lumpur, namely the Suasana Bukit Ceylon, a 310-unit serviced residence, and the Ipjora project. The Jalan Mayang project, a 50:50 joint venture with Bolton Bhd, is located in the vicinity of KLCC and the Matex project is in the heart of Johor Bahru City Centre. Prospects ahead The outlook for the property market will continue to be challenging in 2009 with further slowdowns anticipated in the economy. The consensus is that Malaysia will enter into a technical recession that will continue into Additionally, recent reports by the World Bank and the International Monetary Fund have shown that the global recession is deepening. Malaysia, as a country reliant on international trade, will be affected by this global slump as external demand dries up for commodities, oil and gas and, electrical and electronic products. The outlook for the property market in 2009 will not show much improvement from that of the latter part of Therefore, the Group will be cautious in launching new products and on-going development phases in the year ahead. The Group has taken proactive steps to counter the expected downturn, such as reviewing existing products, revising the launching schedules of new projects and downsizing new projects. As part of the exercise, the Group is also reviewing the master planning of specifi c parcels within the three townships that it is developing to further improve effi ciency in land usage and improving the potential revenue stream will be a year of consolidation, in which we will undertake the above-mentioned steps to ensure the sustainability and growth of the Group. Acknowledgements The management takes this opportunity to thank the Group s shareholders and the Board of Directors for their support and guidance during these challenging times. Also, we would not be able to continue delivering on our results without the hard work and dedication of the staff. They have proven themselves before and will prove themselves again amid the challenging circumstances expected in ANTHONY YAP Group Chief Executive Offi cer

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46 Page 44 Corporate Social Responsibility Corporate Social Responsibility is an integral part of UMLand s business philosophy because we fi rmly believe that the company s long term success and sustainable growth is intertwined with socially responsible actions and creating value for all stakeholders be it our shareholders, employees, regulatory authorities, customers or the communities we operate within. We strive to continuously inculcate socially responsible behaviour and practices and to contribute positively towards the development of society, cognizant that our stakeholders today look increasingly at socially acceptable behaviour and responsible actions as benchmarks; preferring to deal with organisations they can trust and respect. Part of our business ethos and principles include creating long-term benefi ts that will be enjoyed by generations of Malaysians. This is achieved by ensuring that everyone within UMLand believes in being socially responsible and are guided by our commitment Towards Building A Sustainable Future. Contribution to the Community Our role as a responsible corporation is demonstrated by how we assist the communities we operate in, which is an inherent part of the UMLand s business philosophy. We recognise that in order to win the trust and respect of all our stakeholders, strong and sustainable fi nancial results are merely one aspect of how we are judged as an entity. Being able to benefi t the communities as we build them is important and we have embarked on various initiatives to provide the building blocks for community development. During the period under review, the Group s communal activities included:

47 Page 45 Visit to Ti-Ratana welfare homes in conjunction with Chinese New Year by UMLand employees led by Group CEO Anthony Yap. The visit included serving lunch to the children and handing out of traditional red packets and hampers to the residents. Breaking of fast during Ramadhan with MAKNA patients in Bandar Seri Alam, with UMLand s Independent Non-Executive Director, Datuk Nur Jazlan Tan Sri Mohamed along with General Manager Mohd Noor Salam. The families were also given cash contributions and hampers for Hari Raya. Donation contribution to Surau Al-Iman, Surau Al-Husna, Surau Al- Ikhlas and Masjid Nurul Hidayah in Bandar Seri Alam. Donation to Nam Heng Chinese School at Bandar Seri Alam Environment Appreciation of the environment around us is one of the fi rst steps in inculcating a green attitude among consumers and home owners, and acts as a catalyst for them to adopt a mindset to protect the neighbourhood in which they live. With these communities in mind, we have adopted the philosophy of greening the townships developed by us, by providing for vast greenery within the townships. Another example of this planning philosophy is the employment of Effective Microorganism Bio Technology for Water Treatment in Taman Seri Austin, which refl ects UMLand s emphasis on the importance of preserving nature and its depleting resources. Education Investing in the nation s future begins with preparing the young by providing them with a strong and solid foundation, as well as the opportunities to develop their potential to the fullest. We fi rmly believe that education is a great enabler. During the year under review, the Group organised a month-long recycling campaign at the various schools within Bandar Seri Alam to inculcate a strong sense of awareness in them.

48 Page 46 Human Resources Well aware that the people behind UMLand are the company s greatest assets and resources, the Group places strong emphasis on the development of its personnel. The commitment to the development and well being of our staff is also an integral part of how we conduct our business in a responsible way and ourselves as a socially responsible company by ensuring the welfare, well being and wellness of our staff. Ongoing education, training opportunities and social activities such as annual dinners and family events, are all part of the programmes provided to the Group s employees.

49 Page 47 A healthy working environment, healthy working relationship and healthy body ensures that the well-being of all employees is at an optimum level at all times. Be it the body, mind or soul, it is important that all personnel strike a healthy balance between their daily work routines and personal lives for the overall improvement in their quality of life. During the year, in the spirit of sportsmanship and teamwork, UMLand Group organised a team building retreat in Langkawi which saw employees from UMLand, Seri Alam Properties, Bangi Heights Development, Dynasty View and UM Residences enjoying a three-day trip together with the management, which included the annual dinner.

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52 Page 50 corporate events UMLand JANUARY 08 Seri Alam State-wide Safety Campaign Bandar Seri Alam, Johor In a bid to strengthen security measures throughout Johor, UMLand Group has stepped forward to sponsor the state-wide Bersamasama Memerangi Jenayah campaign, organised by the Malaysian Chinese Association in collaboration with the Polis DiRaja Malaysia and Seri Alam Properties Sdn. Bhd. Property Carnival Receives Good Turnout Bandar Seri Alam & Taman Seri Austin, Johor The Property Carnivals held in Bandar Seri Alam and Taman Seri Austin was held in conjunction with the New Year celebration with lots of incentives, prizes and freebies given away during the event. It received tremendous response from residents and purchasers alike. FEBRUARY 08 CNY with Ti-Ratana Welfare Centre UMLand, Kuala Lumpur UMLand brought joy and laughter to the children of Ti-Ratana Welfare Centre in welcoming the Lunar New Year of the Rat. A sum of RM9,000 was donated to the orphanage which included daily essentials and RM2,000 worth of Ang Pow. MARCH 08 Bandar Seri Alam Welcomes UniKL and MRSM Bandar Seri Alam, Johor Bandar Seri Alam will soon have a Universiti Kuala Lumpur and Maktab Rendah Sains Mara in its township following the recent groundbreaking ceremony at their respective sites. Green is in Taman Seri Austin Taman Seri Austin, Johor Bahru The campaign kicked off with the planting of a tree by the Johor Bahru City Mayor Datuk Mohd Naim Nasir together with UMLand General Manager Mohd Noor bin Abdul Salam. The ceremony symbolised the commencement of the Green Living campaign by UMLand Group in Taman Seri Austin.

53 Page 51 corporate events UMLand MARCH 08 Cheer for Deanna Homebuyers Taman Seri Austin, Johor Bahru Dynasty View Sdn. Bhd. handed over keys to 150 units of Deanna homeowners. The key handing over ceremony also celebrates the early delivery by six months to our purchasers. The launching of the Grand Vista Apartments was held concurrently with Seri Alam Lake Challenge Fishing Competition and the Seri Alam Amazing Hunt. The hunt took participants to a tour around Bandar Seri Alam and provided them with a chance to view the facilities and amenities within the township. Introducing Grand Vista Apartments Bandar Seri Alam, Johor APRIL 08 UMLand Reveals Suasana Bangsar Suasana Bangsar, Kuala Lumpur A two-day sales preview was held at Crowne Plaza Mutiara Hotel with overwhelming interests and registrations for the 190 high-end condominium units at Suasana Bangsar, which promises to elevate the lifestyle of its occupants with its address of prominence and distinction. Built-up areas start from 1,112 square feet, the units are priced from RM550 per square foot. UMLand Goes Green Bandar Seri Alam, Johor Heeding the call of the Government to adopt the habit of recycling concerning the rising quantity of waste and rubbish in the country, UMLand Group initiated the UMLand Goes Green campaign. To kick start the campaign, UMLand in collaboration with Southern Waste Management Sdn. Bhd. organised Recyclable Items Collection competition amongst schools in Bandar Seri Alam. The competition is aimed at increasing the students awareness towards the environment as well as to educate them on the importance of recycling.

54 Page 52 corporate events UMLand MAY 08 Continuing Efforts to Beef Up Security in Bandar Seri Putra Bandar Seri Putra, Bangi A Neighhourhood Watch Scheme was organised by Bangi Heights Development Sdn. Bhd. at Bandar Seri Putra to enforce security measures and awareness program for the residents. The program was offi ciated by Kajang Police Chief Assistant Commissioner Yang Dihormati Mohd Sakaruddin Che Mood. The event is also part of the Safe City programme initiated by the Ministry of Housing and Local Government to improve crime prevention in townships and cities. Contribution To Mubarak Johor Bandar Seri Alam, Johor As a caring and responsible developer, UMLand is mindful that young children would eventually become the nation s future leaders. In view of this, UMLand contributed RM75,000 to Johor s Tabung Kebajikan Mubarak to lend a helping hand to some 30 kids from Tabung Kebajikan Mubarak Negeri Johor. JUNE 08 First Intake for UniKL Johor Bandar Seri Alam, Johor Universiti Kuala Lumpur had its fi rst intake in August at a temporary campus in Bandar Seri Alam. Lakeside Residency Grand Launch Bandar Seri Alam, Johor The launch of Lakeside Residency at Bandar Seri Alam held various promotions featuring Vintage Car shows and Father s Day family activities. Car Wash Charity Drive for Earthquake Victims Bandar Seri Alam, Johor As a caring and responsible developer, Seri Alam Properties Sdn. Bhd. organised a Management Charity Car Wash to collect funds for the victims of Myanmar cyclone and China earthquake. A total of RM4,288 was raised and forwarded to Sin Chiew Jit Poh Press Foundation for distribution.

55 Page 53 corporate events UMLand JUNE 08 RM750,000 for Nam Heng Chinese school Bandar Seri Alam, Johor As a caring and responsible developer, a total of RM750,000 was contributed by UMLand Group to Nam Heng Primary Chinese School in Bandar Seri Alam. UMLand s 47th AGM/EGM UMLand, Kuala Lumpur The year 2007 saw UMLand performing well with registering RM46.6 million profi t after tax for the fi nancial year ended 31 December 2007 on the back of RM396.8 million in turnover which represents a 16% growth against last fi nancial year s RM40.1 million profi t after tax. RM1 million Donation to Majlis Agama Islam Bandar Seri Alam, Johor A total of RM1 million was donated by UMLand Group in its bid to encourage and expedite development of religious facilities of Majlis Agama Islam Johor in Bandar Seri Alam Acquisition of an Associated Company UMLand, Kuala Lumpur Acquisition of Freehold Land in Johor Bahru UMLand, Kuala Lumpur UMLand s wholly-owned subsidiary, UM Land Assets Sdn. Bhd., acquired the remaining 60% interests in Ipjora Holdings Sdn. Bhd. for a cash consideration of RM5.3 million making it a wholly owned subsidiary. Exquisite Mode Sdn. Bhd., a wholly-owned subsidiary of UMLand, acquired three (3) pieces of freehold commercial land of approximately 6, square metres located in Johor Bahru for a cash consideration of RM27 million.

56 Page 54 corporate events UMLand JULY 08 Bandar Seri Putra Residents Team Up with PDRM Bandar Seri Putra, Bangi Bangi Heights Development Sdn. Bhd. and Polis DiRaja Malaysia held a dialogue session which was organised by D Punchak Unggul residents to acquiant themselves and highlight security tips. UMLand Contributes RM50,000 to Maktab Sultan Abu Bakar Johor Bahru As a caring and responsible developer, UMLand Group donated a sum of RM50,000 to Maktab Sultan Abu Bakar, Johor. UMLand Group Chief Executive Offi cer, Anthony Yap presented the cheque. Seri Alam Masterplan and Building Design Competition Bandar Seri Alam, Johor Seri Alam Properties Sdn. Bhd. collaborated with Universiti Teknologi Malaysia to derive a Masterplan & Building design concept proposal for Bandar Seri Alam. 20 students took part in this competition. Suasana Bangsar Sales Gallery Launch Suasana Bangsar, Kuala Lumpur UMLand Sales Gallery was offi cially opened with glitz and glitter on the evening of 26 July 2008 by UMLand s Group Chief Executive Offi cer, Anthony Yap. The auspicious event also witnessed the opening and launch of the tasteful show units of Suasana Bangsar, a towering and prestigious boutique condominium in the heart of Bangsar. Seri Alam Fruit Fiesta Bandar Seri Alam, Johor To promote a healthy lifestlye in Bandar Seri Alam, Seri Alam Properties Sdn. Bhd. in collaboration with Tourism Development Corporation, FAMA and State Agriculture Department organised a two-day event to promote local fruits and agriculture products. The event was graced by YB Tan Cher Puk, Johor Jaya State Assemblyman. AUGUST 08 Building Team Spirit for UMLand Staff UMLand, Kuala Lumpur UMLand Group s staff and management experienced a three-day company trip to Langkawi s Berjaya Langkawi Beach Resort. About 180 staff joined the trip and there were various activities including sight-seeing, island hopping and even UMLand s very own Idol singing competition.

57 Page 55 corporate events UMLand AUGUST 08 National Day Celebration Bandar Seri Putra, Bangi Bangi Heights Development Sdn. Bhd. together with Bukit Mahkota joined forces with a display of unity and solidarity at its Bangi township Bandar Seri Putra by hosting a one-day celebration in conjunction with the nation s 51st National Day celebrations. Bangi s Member of Parliament YB. Dr. Shafi e Abu Bakar offi ciated the opening ceremony. SEPTEMBER 08 Breaking of Fast with MAKNA Bandar Seri Alam, Johor UMLand Group took the time to get acquainted and perform the breaking of fast with 12 cancer-affl icted child patients at Bandar Seri Alam. A total contribution amounting to RM8,500 was donated to MAKNA patients, Masjid Nurul Hidayah, Surau Al Husnaa, Surau Al Ikhlas, and Surau Al Iman. Taking note of the latest evolving trends and interests in discerning housebuyers today, UMLand took a different approach in introducing Suasana Bangsar to a more fashion-conscious crowd. Joining forces with luxury goods retailer Valiram Group, UMLand treated guests to A Fashionable Afternoon with Asprey at Suasana Bangsar s show unit. Suasana Bangsar Goes Fashionable with Asprey Suasana Bangsar, Kuala Lumpur

58 Page 56 corporate events UMLand SEPTEMBER 08 Neighbourhood Signages at Bandar Seri Putra Bandar Seri Putra, Bangi As a responsible and caring developer, Bangi Heights Development Sdn. Bhd. installed neighbourhood signages in all the township s parcels. Important information was included like emergency hotlines and important phone numbers for the convenience of the residents. This is under the Neighbourhood Watch Scheme in Bandar Seri Putra. OCTOBER 08 UMLand Teams Up with UEM Land For Nusajaya Project UMLand, Kuala Lumpur UMLand entered into a Subscription and Joint Venture Agreement with UEM Land Bhd., the master developer of Nusajaya, to develop two prime land parcels offering mixed commercial-cum-retail development with residential precincts on 8.8 acres within Nusajaya s Puteri Harbour enclave. Ronald McDonald Now in Bandar Seri Alam Bandar Seri Alam, Johor With the opening of McDonald s Drive-Thru restaurant at Seri Alam Sentral in Bandar Seri Alam, the famous fast food giant joins the list of growing amenities at the township. Fun Times for Kids at Precious Children s Home UMLand, Kuala Lumpur As a caring and responsible developer, the staff of UMLand visited 20-odd children living at Precious Children s Home in Petaling Jaya. This was in conjunction with the double festive celebrations Hari Raya and Deepavali. UMLand Group Chief Executive Offi cer, Anthony Yap presented donations amounting RM8,500. NOVEMBER 08 Regency Specialist Hospital Opens in Bandar Seri Alam Bandar Seri Alam, Johor Bandar Seri Alam now houses Regency Specialist Hospital, a Singapore s Main Board-listed company Health Management International Ltd. The specialist healthcare centre is located in a six-storey building and has begun its operations. Community Event at Seri Austin Taman Seri Austin, Johor Bahru Dynasty View Sdn. Bhd. recently organised a sales drive-cum-community event to bring together the residents of Taman Seri Austin township for a day of fun, laughter and togetherness. It proved to be a great opportunity for the residents and developer to get to know each other. About 600 people turned up and some prospective buyers were rewarded with door gifts.

59 Page 57 corporate events UMLand NOVEMBER 08 Dynasty View Sdn. Bhd. has undertaken the responsibility in preserving the environment by adopting the Effective Microorganism Technology for water treatment in Taman Seri Austin. Johor Bahru City Mayor, Datuk Mohd Naim Nasir, offi ciated the Effective Microorganism Application Program. New EM Bio-Technology for Water Treatment at Seri Austin Taman Seri Austin, Johor Bahru DECEMBER 08 Big Valley Ranch Creates Buzz in Bandar Seri Alam Bandar Seri Alam, Johor Bandar Seri Alam s Big Valley ranch is the latest addition to the township which promises to offer an outdoor lifestyle. Sitting on a 54-acre tract, its features include the Cactus Inn and a tropical orchard, horse riding club and club house. Community Policing Bandar Seri Putra, Bangi Bangi Heights Development Sdn. Bhd. and D Punchak Unggul Resident Committee held a talk on crime prevention measures in the community with Polis DiRaja Malaysia. JANUARY 09 With the aim of improving the Group s overall structure and operational effi eciency, UMLand restructured its 70% shareholdings in Bangi Heights Development Sdn. Bhd. via a shareholding rationalisation exercise. Proposed Shareholding Rationalisation of Bangi Heights Development Sdn. Bhd. UMLand, Kuala Lumpur FEBRUARY 09 In a 51:49 joint venture with Tradewinds Johor Sdn. Bhd., UMLand will develop a 629-acre parcel of land within Bandar Pulai Jaya. The proposed development of the land comprises commercial/logistics/transportation hub/industrial park and residential development. The joint venture company, Extreme Consolidated Sdn. Bhd., acquired the land for a total cash consideration of RM233.0 million. UMLand Further Expands in Iskandar Malaysia UMLand, Kuala Lumpur

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61 Page 59 today s strategies

62 Page 61 corporate governance statement The Board of Directors (Board) of United Malayan Land Bhd (UMLand) recognizes that the exercise of good corporate governance in conducting the affairs of the UMLand Group with integrity, transparency and professionalism is key component for the Group s continued progress and success as this would not only safeguard and enhance shareholders investment and value but ensure that the interests of other stakeholders are protected. The Board is committed to implementing the principles and best practices of the Malaysian Code on Corporate Governance (the Code) wherever applicable in the best interest of the shareholders of the Group. The following statement outlines the Group s application of the Code throughout the fi nancial year ended 31 December 2008 up to the date of this Annual Report BOARD OF DIRECTORS The present size and composition of the Board is well balanced comprising individuals of high calibre, with varied academic background and professional qualifi cations and experiences Board Composition and Balance The Board currently consists of nine (9) members and an alternate. There are eight (8) non-executive directors and one (1) executive director, of whom four (4) are independent. With this composition, the Board is in compliance with paragraph of the Listing Requirements of Bursa Malaysia Securities Berhad (Bursa Securities). Brief profi le of each director is presented under the Profi le of Directors appearing on pages 26 to 31 of this Annual Report All directors are jointly responsible for the corporate governance, strategic direction, formulation of policies and overseeing the resources, investments and businesses of the Group. The role of the independent non-executive directors is particularly important in ensuring that the strategies proposed by management are fully deliberated and examined taking into account the long-term interest of the shareholders and other stakeholders in which the Group conducts its business. There is a clear separation of role between the Chairman, the Executive Director (ED) and the Group Chief Executive Offi cer (GCEO) with clear division of responsibilities to ensure proper balance of power and authority. The ED and GCEO are responsible for the day-to-day management of the Group s businesses with objectives and strategies established by the Board. Appointments to the Board In order to comply with good practices for the appointment of new directors through a formal and transparent procedure, the Board has set up a Nomination Committee, which comprises exclusively of non-executive directors, to evaluate and recommend candidates for directorships to the Board and Board Committees. Roles and Responsibilities The Board retains full and effective responsibility for the overall strategic direction of the Group. It ensures that management develops and maintains sound policies and practices, which will help to promote and drive long-term sustainable growth and shareholders value. To this end, the Board had assumed the following responsibilities in accordance with the best practices of the Code: Determine the strategic plan for the Company and Group; Overseeing the conduct of the Group s businesses; Managing principal risks affecting the Group; Reviewing the adequacy and integrity of the Group s internal control systems; Implementing succession planning for timely succession of key management positions, within the Group; and Maintaining an effective investor relations programme and shareholders communication policy for the Group.

63 Page 62 corporate governance statement (cont.) Meetings The Board meets at least once every quarter on a scheduled basis with additional meetings convened as and when critical issues and decisions are required. During the fi nancial year ended 31 December 2008, the Board met four (4) times to deliberate and consider a variety of signifi cant matters including the review of the Group s strategic plans, budget, quarterly fi nancial statements, corporate proposals and other related business matters that require deliberation and approval. Details of attendance of each director who were in offi ce during the fi nancial year ended 31 December 2008 are set out below. Directors Attendance % of attendance Tun Musa Hitam 4/4 100 Dato Ng Eng Tee 3/4 75 Chen Lian Pang 2/4 50 Datuk Syed Ahmad Khalid Syed Mohammed 4/4 100 Datuk Nur Jazlan Tan Sri Mohamed 2/4 50 Ng Eng Soon 3/4 75 Syed Azmin Mohd Syed Nor 4/4 100 Chan Say Yeong 1 2/2 100 Pakhruddin Sulaiman 3/4 75 Lim Wie Shan (alternate to Chen Lian Pang and Chan Say Yeong) 2 N/A N/A Lui Chong Chee 3 1/2 50 Ho Kiam Kheong (alternate to Chen Lian Pang and Lui Chong Chee) 4 N/A N/A 1 - Appointed on 1 August Appointed as alternate to Chen Lian Pang and Chan Say Yeong on 1 August 2008 respectively. 3 - Resigned on 1 August Ceased as alternate to Lui Chong Chee and Chen Lian Pang on 1 August 2008 respectively. Note: Attendance record of alternate director shall be read in concurrence with attendance record of their respective Principals. Supply of Information The Board has full and unrestricted access to all information pertaining to the Group s businesses and affairs to enable them to discharge their duties effectively. Prior to each Board meeting, all directors will receive the agenda and a set of comprehensive reports for each agenda item to be discussed, in a timely manner to enable directors to obtain further clarifi cation or explanation, where necessary, in order to be adequately informed before the meeting. The directors also have access to independent professional advice, where necessary and appropriate, in the furtherance of their duties. All directors have full access to the advice and services of the Company Secretary. The Company Secretary attends to all corporate secretarial administration matters of the Group in addition to attending meetings of the Board and Board Committees.

64 Page 63 Directors Training During the fi nancial year, the Directors had attended various training programmes and seminars organized by the relevant regulatory authorities and professional bodies to broaden their knowledge and to keep abreast with the relevant changes in law, regulations and the business environment. The training programmes, seminars and workshops attended by the Directors during the fi nancial year were, inter alia, on areas relating to corporate leadership and governance, social responsibilities and fi nancial reporting, details of which are listed below: Course / Title Date Directors duties in light of the amendments to the Companies Act, 1965, corporate disclosure transactions and corporate governance obligations 3 January 2008 CommunicAsia June National Conference on Internal Auditing July 2008 CapitaLand 2008 IAP Event, Singapore 5 September 2008 International Telecommunication Union (ITU) Asia September 2008 Eisenhower Fellowship Conference in Malaysia/Singapore October 2008 Khazanah Megatrends Forum October 2008 Workshops on Corporate Governance, creative accounting, investors relations and corporate social responsibilities 22 December 2008 Re-election In accordance with the Company s Articles of Association, one-third of the directors for the time being shall retire from offi ce at every Annual General Meeting (AGM). Retiring directors can offer themselves for re-election. Directors who are appointed as additional Directors or to fi ll casual vacancies during the year are subject to re-election by the shareholders at the next AGM following their appointments. Directors who are over the age of seventy years are required to submit themselves for re-appointment annually in accordance with Section 129(6) of Companies Act, Directorships in other Companies Pursuant to the Listing Requirements of Bursa Securities, each member of the Board shall hold not more than ten (10) directorships in public listed companies and not more than fi fteen (15) directorships in non-public listed companies. This ensures that their commitment, resources and time are focused for an effective input to the Board and the Company. All directors are in compliance with this requirement. Directors Remuneration Directors remuneration is determined at levels, which enable the Company to attract and retain directors with the relevant experience and expertise needed to manage the Group effectively. For executive directors, the components of remuneration are structured so as to link rewards to corporate and individual performance. For non-executive directors, the level of remuneration refl ects the experience and level of responsibilities undertaken by these directors.

65 Page 64 corporate governance statement (cont.) The determination of remuneration packages for non-executive directors, including the non-executive chairman, is a matter for the Board as a whole. The directors concerned are required to abstain from deliberations and voting on decisions in respect of their individual remuneration. The remuneration package of the directors is as follows: i. Basic salary - Basic salary for executive director is recommended upon consideration of individual performance and rates of salary for similar positions in comparable companies. ii. Fees - Directors fees are based on a fi xed sum as determined by the Board after considering comparable organizations and their participation in various Board committees. The fees are approved by the shareholders at the AGM of the Company. iii. Bonus Scheme - The Group operates a non-contractual bonus scheme for its executive directors, which is determined based on the Group s level of profit and individual s performance during the period. Bonuses payable to executive directors are reviewed and approved by the Remuneration Committee after consultation with the Board. iv. Benefits-in-kind - Other customary benefi ts such as medical care, car, driver, etc are made available as appropriate. v. Directors Share Options - The executive and non-executive directors are eligible to participate in the Company s Employees Share Options Scheme on the same terms and conditions as those offered to employees. The executive director and non-executive directors movement in share options (if any) will be refl ected in the audited fi nancial statements. A summary of the total remuneration of the directors in offi ce for the fi nancial year ended 31 December 2008, distinguishing between executive and non-executive directors, in aggregate with categorisation into appropriate components and the number of directors whose remuneration falls into each successive bands of RM50,000 are disclosed below: Executive Non-Executive Directors Directors Total (RM) (RM) (RM) Basic salaries and bonus 483, ,000 Fees 40, , ,000 Meeting allowance 21,000 79, ,000 Benefi ts-in-kind 35,200-35,200 Total 579, ,000 1,033,200 Executive Directors Non-Executive Directors Total RM 0 - RM50, RM50,001 - RM100, RM100,001 - RM150, RM450,001 - RM500, RM500,001 - RM550, RM550,001 - RM660, Total * Inclusive of Company s contribution to provident fund

66 Page 65 Conflict of Interest All directors have a continuing responsibility to determine whether they have a potential or actual confl ict of interest in relation to any transaction, which considered by the Board, and make appropriate declaration when they have an interest in such transaction. Trading and insider information All directors are prohibited from trading in securities and any other property of the Company based on price sensitive information and knowledge which have not been publicly announced. Quarterly reminders are disseminated to all directors on restriction in trading in the Company s securities within the closed periods as stipulated under the Listing Requirements of Bursa Securities. Directors Indemnity The Company has in place a Liabilities Insurance Policy for directors and offi cers in respect of liabilities arising from holding offi ce as its directors and key offi cers. They contribute payment towards the annual premium of this policy. Related Party Transactions All directors recognize that they must declare their respective interest in related party transactions and abstain from deliberation and voting in respect thereof at Board and general meetings to consider the matter. Board Committees The Board has delegated specifi c responsibilities to the following Board Committees within their terms of reference in compliance with the Code. With the exception of the Executive Committee to which the Board has granted discretionary authority to deliberate and decide certain operational matters, the ultimate responsibility for fi nal decision on all matters lies with the entire Board. The following Board Committees were established by the Board with clearly defi ned terms of references: Audit Committee Executive Committee Tender Board Committee BOARD OF DIRECTORS Board Committees Remuneration Committee Nomination Committee Risk Committee Option Committee

67 Page 66 corporate governance statement (cont.) Audit Committee The committee has been established to assist the Board in execution of its responsibilities. The committee meets periodically to carry out its functions and duties pursuant to its terms of reference and shall have unrestricted access to both the internal and external auditors and members of management of the Group. The activities carried out by the committee during the fi nancial year under review are summarized in the Audit Committee Report as stated in pages 72 to 74 of this Annual Report Executive Committee The role of the Executive Committee (EXCO) is to assist the Board in reviewing major operational and fi nancial issues, monitoring progress and performance of business units in addition to ensuring the achievement of the Group s strategic goals and objectives. The functions of the EXCO include but are not limited to: Evaluation of the Group s strategic plans; Recommending all major investments and business deals to the Board; Advising management on the overall policies and practices of the Company and the Group; Reviewing the performance evaluation and reward system to be used as a basis of measurement of management and staff effectiveness; Monitoring the development and implementation of an investor relation programme; and Such other functions as may be delegated by the Board from time to time. Tender Board Committee The committee is tasked by the Board to oversee the Group s tender and contract procurement processes in compliance with the Group s relevant policies and requirements. In addition, the committee also considers, evaluates and approves tender awards, which are within its fi nancial authority limit, taking into consideration various factors such as price, usage of products and services and other relevant factors. Remuneration Committee The role of the committee is to recommend a remuneration framework for all executive directors by ensuring that the remuneration framework recommended refl ects the Group s performance. Additionally, the committee also reviews and approves annual salaries, incentive arrangements, service agreements and employment conditions for executive directors and key management as well as performing regular review of the competitiveness of the Group s remuneration structure and policy. Nomination Committee The committee is primarily responsible for identifying and making recommendations for any appointment to the Board and Board Committees. The committee also evaluates the effectiveness of the Board and review the required mix of skills and experience and qualities of all directorships in determining the appropriate board balance and size of the non-executive participation. Risk Committee The committee assists the Board to actively focus and deliberate on all risk oversight responsibilities of the Group. The committee reports to the Board and is tasked with maintaining an effective risk management system, which will contribute towards the achievement of the Group s strategic, fi nancial, operational and other business objectives. Ultimately, the Board is responsible for the Group s overall responsibility for risk oversight within the Group.

68 Page 67 Option Committee The committee was established to administer the Group s Employees Share Option Scheme (the Scheme) in accordance with the By-Laws approved by the shareholders of the Company and amendments that may be imposed by Bursa Securities in relation to the Scheme from time to time. The Group had implemented a Scheme on 4 September 2003 which existed for a period of fi ve (5) years. The Scheme has since expired on 3 September INVESTOR RELATIONS AND SHAREHOLDER COMMUNICATION The key elements of good corporate governance are transparency and accountability to all stakeholders, which involves communication of clear and relevant information. As such, the Company supports the Code s principle to encourage shareholders and investors participation and is committed to regular and proactive communication with shareholders and investors. The Board recognizes the importance of regular and timely dissemination of information to shareholders and investors via its annual report, circulars, quarterly fi nancial reports, newsletters, press releases and corporate announcements made to Bursa Securities during the year. Established procedures are also in place to ensure that material information is released in an accurate and timely manner. From time to time, management actively responds to request from analysts and fund managers to provide updates on quarterly fi nancial performance, corporate and business developments, regulatory issues as well as changes in operating environment which may impact the Group s operations. On a regular basis, management participates in investor relations programmes initiated and supported by Bursa Securities and Malaysian Investor Relations Association. Its participation is aimed at enhancing the Company s overall investor relations function and achieves adequate profi ling through specifi c online distribution channels in order to reach out to the investment community. Shareholders also have the opportunity to communicate their views and engage with the Board and the senior management at the AGM. Every opportunity is given to the shareholders to seek clarifi cation from the Board members and the senior management on all issues relevant to the Group at the AGM. Shareholders and investors can also access the Group s website at where a dedicated investor relations segment is maintained to provide inter alia business and corporate information, fi nancial and stock information as well as current developments of the Group. Shareholders seeking the Group s updates are able to do so through subscription of alerts on the website and communication with the Group s investor relations unit via at ir@umland.com.my. ACCOUNTABILITY AND AUDIT Financial Reporting In presenting the annual fi nancial statements, annual report and quarterly announcement of results to shareholders, the Board aims to provide and present a balanced assessment of the Group s fi nancial position, performance and prospects. The Board also ensured that fi nancial statements are prepared in accordance with Companies Act, 1965 (the Act) and the applicable approved accounting standards set by the Malaysian Accounting Standards Board. The Board is assisted by the Audit Committee to oversee the Group s fi nancial reporting processes and the quality of its fi nancial reporting.

69 Page 68 corporate governance statement (cont.) Directors responsibility statement in respect of the preparation of the annual financial statements The Board is responsible for ensuring that the fi nancial statements gives a true and fair view of the state of affairs of the Group as at the end of the fi nancial year and of the results and cashfl ow for the fi nancial year then ended. In preparing the fi nancial statements, the directors have ensured that relevant accounting policies were applied consistently and made judgements and estimates that are reasonable and prudent. The directors have also ensured that all applicable accounting standards have been followed and fi nancial statements were prepared on the going concern basis as the directors have a reasonable expectation, having made enquiries that the Company and Group have adequate resources to continue in operational existence for the foreseeable future. The directors also have responsibility for ensuring that the Company keeps accounting records, which disclose with reasonable accuracy the fi nancial position of the Company and of the Group, which enable them to ensure that the fi nancial statements comply with the provisions of the Act. The Directors have overall responsibilities for taking such steps as are reasonably open to them to safeguard the assets of the Group to prevent and detect fraud and other irregularities. Internal Controls The Board acknowledged its overall responsibility for maintaining a sound system of internal controls not only fi nancial controls but also operational and compliance controls as well as risk management. The Statement on Internal Control set out on pages 69 to 71 of this Annual Report 2008 provides an overview of the state of internal control within the Group. Relationship With The Auditors The Board, through the Audit Committee maintains an active, transparent and professional relationship with the Company s Auditors, both external and internal, particularly in seeking their professional advice towards ensuring compliance with the accounting standards in Malaysia. A full report of the Audit Committee enumerating its role in relation to the internal and external auditors is set out on pages 72 to 74 of this Annual Report This statement is made in accordance with a Board resolution dated 8 April TUN MUSA HITAM Chairman DATO NG ENG TEE Deputy Chairman/Executive Director

70 Page 69 statement on internal control Introduction Enterprise Risk Management Framework Paragraph 15.27(b) of the Listing Requirements of Bursa Malaysia Securities Berhad (Bursa Securities) requires the board of directors of public listed companies to include in its annual report a statement about the state of internal control of the listed issuer as a group. The Board of Directors (Board) is committed to maintaining a sound system of internal control within the Group and is pleased to provide the following statement, which outlines the nature and scope of internal control of the Group during the fi nancial year ended 31 December Board s Responsibility The Board affi rms its overall responsibility for the Group s system of internal controls which includes the establishment of an appropriate control environment and framework as well as reviewing its adequacy and integrity. Because of the limitations that are inherent in any system of internal controls, it can only provide reasonable, and not absolute, assurance against material misstatement or loss, as it is designed to manage rather than eliminate the risk of failure to achieve business objectives of the Group. The system of internal controls covers, inter alia, risk management procedures and fi nancial, operational and compliance controls. The Board has established an ongoing process for identifying, evaluating and managing signifi cant risks faced by the Group. This process includes updating the system of internal controls when there are changes to business environment and regulatory guidelines. It has been regularly reviewed by the Board and accords with the Statement on Internal Control: Guidance for Directors of Public Listed Companies (Internal Control Guidance). The Board is of the view that the system of internal controls in place for the year under review and up to the date of approval of the annual report and fi nancial statements is sound and suffi cient to safeguard the shareholders investment and the Group s assets. Whilst the Board maintains ultimate control over risk and control issues, the executive management assists the Board in the implementation of the system of risk management and internal control within an established framework. The Board has established key policies and has carried out a specifi c assessment of the Group s risk management and internal control systems. The Board fully supports the contents of the Internal Control Guidance and through the Risk Committee, continually reviews the adequacy and effectiveness of the risk management processes in place within the various business units of the Group. As such, the Board has formalised the process for identifying, evaluating and managing signifi cant risks faced by the Group through the establishment of an enterprise risk management framework. Management is responsible for the management of risk, for developing, operating and monitoring the system of internal control and for providing assurance to the Board that it has done so in accordance with the policies adopted by the Board. Further independent assurance is provided by the outsourced internal audit function, which performs its internal audit work on the Group s operations in accordance with an internal audit plan annually approved. The Board believes that maintaining a sound system of internal controls is premised on a clear understanding and appreciation of the following key elements of the Group s enterprise risk management framework: A risk policy and procedures manual is in place and it outlines mainly the risk management strategies and policies, risk communication structure and monitoring of the Group s risk management framework. This document is subject to review and improvement from time to time in order to enhance risk management processes. The establishment of a Risk Committee enables the main Board to perform a more active and meaningful oversight role of risk management within the Group. A Risk Management Committee, headed by the Group Chief Executive Offi cer, is placed with the responsibility to identify and communicate to the Risk Committee the present and potential critical risks the Group faces, their changes and management s action plans to manage these risks. Risk Management Units, established at the business unit level and headed by the Head of Subsidiary, on an ongoing basis, identify present and potential critical risks encountered, formulate action plans with implementation timescales to address key risks and control issues in line with their risk profi les and communicate them to the Risk Management Committee.

71 Page 70 statement on internal control (cont.) The appointment of the Group Risk Coordinator at the Group level as well as Risk Coordinators at business unit level ensures that there is clear leadership, direction and coordination of the groupwide application of risk management. The risk profi les of the respective business units are assessed at regular intervals in line with the Group s risk monitoring and reporting framework and these are communicated to the Risk Committee. In addition, the monitoring framework also involves discussions on risk environment, effectiveness of controls and review on implementation status of action plans to address the risks identifi ed. The internal audit reports, including management s action plans to improve the internal control system, are reviewed by the Audit Committee. The Audit Committee presents its fi ndings to the Board based on the frequency of internal audit cycles set out in the internal audit plan. For further details, please refer to the Audit Committee Report. Other Risk and Control Processes The current system of internal control and risk management in the Group has within it, the following elements: During the fi nancial year, external consultants were engaged by the Risk Committee to undertake a risk assessment exercise of a new business unit within the Group. The risk assessment exercise involved risk management awareness session, risk assessment interview and workshop. A risk assessment report, which included the risk profi le, was tabled to and approved by the Risk Committee. The risk profi le is now being managed in line with the Group s risk management framework. The Board considers that the enterprise risk management framework is robust, but will still subject the framework to continuous improvement, taking into consideration best risk management practices and the changing business environment. Internal Audit Function The internal audit function of the Group is outsourced to external consultants who report directly to the Audit Committee. The internal audit s role is to provide independent assurance to the Audit Committee and the Board on the adequacy and integrity of the existing system of internal controls, including the Enterprise Risk Management processes. Internal audit evaluates the internal controls within the key activities of the Group s businesses on the basis of an annual internal audit plan presented to the Audit Committee for approval. The internal audit function adopts a risk-based approach and prepares its internal audit strategy and plan based on the risk profi les of the major business units of the Group. In addition, the annual internal audit plan covers other areas of importance as guided by management that complements the risk-based approach. There is in place an organisational structure with clearly defi ned lines of responsibility and delegation of authority. A fi ve-year strategic plan outlining strategies towards achievement of corporate and business objectives of the Group, which provides a basis for monitoring the Group s fi nancial and business performance. Established fi nancial limits of authority, which have been approved by the Executive Committee of the Board, are in place to ensure proper accountability and delegation of authority. A budgetary control system is in place whereby the Group s annual budget is prepared and approved by the Board. Review of actual performance against budget is regularly carried out to monitor the level of achievement of the Group and material variances are reported to the Board. Appropriate remedial and corrective actions are taken by management to minimise the adverse effect of such variances, where necessary. Standard operating procedures in respect of certain operational areas have been established to regulate the day-to-day operations within the Group. Such standard operating procedures are subject to regular review and improvement to address changes in the business operating environment. Standardised fi nancial practices have been put in place to ensure uniformed fi nancial policies and accounting treatment, practices and procedures within the Group. The fi nancial practices are documented in a Group Financial Policy Manual, which was approved by the EXCO. The manual is subject to regular review and updates to address changes in fi nancial reporting requirements.

72 Page 71 The Cost Management & Control Department has put in place cost planning and control measures including Standard Operating Procedures in respect of contracts and projects of the Group. This provides the Board assurance on the adequacy and effectiveness of the project operating procedures and its control environment. Weaknesses in Internal Controls that Result in Material Losses There were no material losses incurred during the current fi nancial year as a result of weaknesses in internal control. Management continues to take measures to strengthen the control environment. Review of the Statement on Internal Control by External Auditor As required by paragraph of the Listing Requirements of Bursa Securities, the external auditors have reviewed this Statement on Internal Control. Their review was performed in accordance with Recommended Practice Guide (RPG) 5 issued by the Malaysian Institute of Accountants. 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. RPG 5 does not require the external auditors to and they did not consider whether this Statement covers all risks and controls, or to form an opinion on the effectiveness of the Group s risk and control procedures. This statement is made in accordance with the resolution of the Board dated 8 April 2009.

73 Page 72 audit committee report FORMATION The Audit Committee (Committee) was established by the Board of Directors (Board) in 1995 to assist the Board in fulfi lling its fi duciary responsibilities relating to internal controls, fi nancial and accounting policies as well as fi nancial reporting practices of the Company and its subsidiaries (the Group). The Committee is governed by its Terms of Reference. MEMBERSHIP SUMMARY OF ACTIVITIES DURING THE YEAR The Committee performed, inter-alia, the following activities during the fi nancial year in the discharge of their duties and responsibilities in accordance with its Terms of Reference: Reviewed and recommended the quarterly and year end fi nancial results, external audit plans and related fees for the Group to the Board for approval; For the fi nancial year ended 31 December 2008, the Committee comprises three (3) members of whom two (2) are independent nonexecutive Directors. Members of the Committee and those who had served during the fi nancial year are as follows: Reviewed recurrent related party transactions of the Group covered by the shareholders mandate and where relevant, additional related party transactions and their appropriate disclosure requirements; i) Datuk Syed Ahmad Khalid Syed Mohammed Chairman/ Independent Non-Executive Director ii) Datuk Nur Jazlan Tan Sri Mohamed Member/ Independent Non-Executive Director iii) Chan Say Yeong Member/ Non-Independent Non-Executive Director (Appointed on 31 October 2008) iv) Chen Lian Pang Member/ Non-Independent Non-Executive Director (Resigned on 31 October 2008) MEETINGS AND ATTENDANCE The Committee meets on a scheduled basis, at least four (4) times a year with additional meetings convened as and when required. During the fi nancial year ended 31 December 2008, the Committee held a total of seven (7) meetings. Details of attendance by the members are set out below: Attendance i) Datuk Syed Ahmad Khalid Syed Mohammed 7/7 ii) Datuk Nur Jazlan Tan Sri Mohamed 7/7 iii) Chan Say Yeong 2/2 iv) Chen Lian Pang 0/5 The meetings were also attended by the senior management of the Group and the Group s internal and external auditors upon invitation by the Chairman of the Committee to provide input during deliberations on issues raised. Reviewed fi ndings of audit examination conducted by the external auditors during the fi nancial year; Reviewed and ensured compliance of the fi nancial statements with presentation and disclosure requirements of the new Financial Reporting Standards; Reviewed and approved internal audit plans for Cycles 12 and 13 including related fees for the Group; and Reviewed internal audit recommendation arising from internal audit reviews in the respective cycles and management s action plans to address the key improvement areas based on their implementation priority. INTERNAL AUDIT FUNCTION The internal audit reviews in respect of fi nancial year 2008 covered the Company, Seri Alam Properties Sdn. Bhd., Bangi Heights Development Sdn. Bhd., Dynasty View Sdn. Bhd. and UM Development Sdn. Bhd. with the overall scope and emphasis areas concentrated on high and signifi cant risk areas. The internal audit reviews also covered key priority areas identifi ed in consultation with Management, which compliment the risk-based audit approach. The business processes covered were as follow: Core processes Sales and marketing Project management

74 Page 73 Resources processes MEETINGS Strategic management Financial management Legal and regulatory management Human resource management The Committee assessed the annual audit plan to ensure adequate scope and comprehensive coverage over the key risk areas of the Group. The Committee reviewed the internal audit reports, considered the major fi ndings and recommendation arising from internal audit reviews in key areas with improvement opportunities as well as management s proposed remedial action plans and monitored the corrective actions on the outstanding audit issues to ensure that key risks and control lapses have been addressed. The internal auditors carried out follow-up reviews on these highlighted observations and action plans in their subsequent review cycles. In addition, the follow-up reviews were performed in conjunction with Management-initiated reporting to the Committee from time to time on measures undertaken to address key improvement areas. Internal audit fees incurred for the fi nancial year ended 31 December 2008 amounted to RM110,000. TERMS OF REFERENCE COMPOSITION The Committee shall be appointed by the Board from amongst their number and shall consist of not less than three (3) members, all of whom must be non-executive directors with a majority, including the Chairman, being independent directors of the Company. No alternate director shall be appointed as a member of the Committee. The Committee shall include at least one (1) person: a) who is a member of the Malaysian Institute of Accountants; or b) who has at least three (3) years working experience and: i) has passed the examinations specifi ed in Part I of the 1st Schedule of the Accountants Act 1967; or ii) is a member of one of the associations of accountants specifi ed in Part II of the 1st Schedule of the Accountants Act, The terms of offi ce and performance of the Committee shall be reviewed by the Board no less than once in every three (3) years. Meetings shall be held not less than four (4) times a year. A quorum shall be formed when the majority of the Committee members are independent directors. The Committee may convene meetings with the external auditors, the internal auditors or both, including the attendance of other directors and employees, whenever deemed necessary. The attendance of employees, other directors, representatives of the internal and external auditors at such meetings will be at the Committee s invitation. The Secretary to the Committee shall be the Company Secretary or Assistant Company Secretary or any other person appointed by the Committee. The Secretary will be responsible for keeping the minutes of meetings of the Committee and circulating them to Committee members and other members of the Board. AUTHORITY The Committee is authorised by the Board to investigate any activities within its terms of reference and shall have unrestricted access to both the internal and external auditors and members of management of the Group. The Committee is also authorised by the Board to obtain independent professional advice and to secure the attendance of outsiders with relevant experience and expertise if it considers this necessary in the performance of their duties. DUTIES The duties of the Committee shall be: To consider the appointment of the external and internal auditors, the audit fee and any questions of resignation and dismissal; To discuss with the external auditors: - The audit plan; - Their evaluation of the system of internal controls; - The audit report on the fi nancial statements. To ensure co-ordination of the external audit process where more than one audit fi rm is involved; To review the assistance given by employees of the Group to the external and internal auditors; To review the quarterly and year-end fi nancial statements of the Company, focusing particularly on: - Changes in accounting policies and practices;

75 Page 74 audit committee report (cont.) - Signifi cant and unusual events; - Signifi cant adjustments arising from the audit; - The going concern assumption; - Compliance with accounting standards and other legal requirements; To discuss fi ndings and matters arising from the interim and fi nal audits, and any matters the auditors may wish to discuss; To review the internal and external auditors management letter and management s response; To do the following in relation to an internal audit function: - Review the adequacy of the scope, functions, competency and resources of the internal audit function, and that it has the necessary authority to carry out its work; - Review the internal audit programme and results of the internal audit process and where necessary, ensure that appropriate action is taken on the recommendations of the internal audit function; - Review any appraisal or assessment of the performance of members of the internal audit function; To review any related party transactions and confl ict of interest situation that may arise within the Company or the Group; To verify the allocation of share options granted to the Group s eligible employees and directors in accordance with the By-Laws and Internal Guidelines governing the Employees Share Option Scheme at the end of each fi nancial year; To consider the major fi ndings of internal and special investigations and management s response; and To consider other matters as defi ned by the Board.

76 Page 75 additional compliance information 1. SHARE BUY BACK During the fi nancial year, the Company did not have the authority to buy back its own shares as it did not renew its shareholders mandate for the share buy-back scheme at its Extraordinary General Meeting following the conclusion of the 45th Annual General Meeting (AGM) held on 20 June The Company had, during the period in which it had its shareholders mandate to implement the share buy-back scheme, purchased 401,800 of its own shares at a total purchase consideration, including incidental cost, of RM463,068 or at an average gross price of RM1.15 per share. These shares are now being held as treasury shares. None of the shares bought back has been resold in the market. The Company proposes to seek a fresh mandate from the shareholders to buy back its own shares at its forthcoming 48th AGM. The details of the proposed share buy-back are disclosed in the accompanying circular to shareholders. 2. MATERIAL CONTRACTS Save as disclosed below, there are no material contracts of the Company and/or its subsidiaries, involving directors and major shareholders interest, either still subsisting at the end of the fi nancial year or, if not then subsisting, entered into since the end of the previous fi nancial year: (i) Joint venture agreement dated 7 March 2003 between UM Residences Sdn. Bhd. (UMR), a wholly-owned subsidiary of the Company, and Liang Court (Malaysia) Sdn. Bhd. (LCSB), a subsidiary of CapitaLand Limited which in turn is a major shareholder of the Company, for the purpose of establishing a joint venture partnership for the operation of Somerset Seri Bukit Ceylon Serviced Residences (JV Partnership). The JV Partnership also entered into a management agreement dated 7 March 2003 with Ascott International Management (Malaysia) Sdn. Bhd. (AIM), a subsidiary of CapitaLand Limited which in turn is a major shareholder of the Company, for purposes of engagement and appointment of AIM to operate, maintain, manage and market the Somerset Seri Bukit Ceylon Serviced Residences for and on behalf of the JV Partnership. On 31 July 2006, UMR entered into a shareholders agreement with LCSB for the purpose of regulating their relationship with one another as shareholders in a new joint venture company (JV Company) and to regulate and govern certain material aspects of the affairs and conduct of the business of the JV Company. The JV Company will undertake the operations of Somerset Seri Bukit Ceylon Serviced Residences (SSBCSR) originally envisaged under the JV Partnership. On 8 October 2007, the JV Partnership entered into a novation agreement with AIM and SSBC Sdn. Bhd. (SSBC) to novate all rights and obligations attached with the JV Partnership under the management agreement dated 7 March 2003 to SSBC, a % owned subsidiary of UMR. (ii) Tenancy agreement dated 8 October 2007 between the UMR and SSBC. The tenancy agreement is for the rental of 48 units of SSBCSR together with 24 vehicle parking bays by SSBC in order for SSBC to manage, operate and market for rental the 48 units of SSBCSR. The tenancy agreement is for a duration of three years from 1 July 2007 to 30 June 2010 with an automatic renewal of a further six months commencing from 1 July 2010 and expiring on 31 December 2010 at a basic rental of RM235, per quarter. (iii) Tenancy agreement dated 8 October 2007 between the SSBC and LCSB. The tenancy agreement is for the rental of 48 units of SSBCSR together with 24 vehicle parking bays by SSBC in order for SSBC to manage, operate and market for rental the 48 units of SSBCSR. The tenancy agreement is for a duration of three years from 1 July 2007 to 30 June 2010 with an automatic renewal of a further six months commencing from 1 July 2010 and expiring on 31 December 2010 at a basic rental of RM230, per quarter.

77 Page 76 additional compliance information (cont.) (iv) Two separate tenancy agreements dated 8 October 2007 between UMR and SSBC. The tenancy agreements are for the rental of one part of the ground fl oor and another part of the ground fl oor containing the lobby, maintenance offi ce and back of house of SSBCSR. The tenancy agreements are for a duration of three years from 1 July 2007 to 30 June 2010 with an automatic renewal of a further six months commencing from 1 July 2010 and expiring on 31 December 2010 at RM1, per month and RM1.00 per annum respectively. (v) Joint venture and shareholders agreement dated 28 April 2004 between the Company and Malaysian Resources Corporation Berhad to govern a joint venture company, namely Suasana Sentral Two Sdn. Bhd., for the development of the Suasana Sentral Loft condominium project in Kuala Lumpur Sentral. The condominium project was completed in (vi) Sale and purchase agreement (SPA) dated 3 June 2008 between UM Land Assets Sdn. Bhd. (UMLand Assets), a wholly-owned subsidiary of the Company, and Ipjora (S) Pte. Ltd. to acquire 3,600,000 ordinary shares of RM1.00 each and 36,000 cumulative redeemable preference shares of RM1.00 each representing 60% of the entire issued and paid up capital of Ipjora Holdings Sdn. Bhd. (Ipjora) for a cash consideration of RM5,309,882. Prior to the execution of the SPA, UMLand Assets holds 40% equity interest in Ipjora. Ipjora is an indirect subsidiary of CapitaLand Limited which in turn is a major shareholder of the Company. The agreement was completed on 1 December 2008 upon the settlement of the balance of purchase consideration. Following the completion of the SPA, UMLand Assets holds 100% equity interest in Ipjora. (vii) Sale and purchase agreement dated 3 June 2008 between Exquisite Mode Sdn. Bhd., a wholly-owned subsidiary of the Company, and Wisma Matex Sdn. Bhd. (Wisma Matex) to acquire three (3) pieces of freehold commercial land measuring in aggregate approximately 6, square metres located in Bandar Johor Bahru and District of Johor Bahru for a cash consideration of RM27 million. Wisma Matex is an indirect 30% owned associated company of CapitaLand Limited which in turn is a major shareholder of the Company. The agreement was completed on 1 December 2008 upon the settlement of the balance of purchase consideration. 3. NON-AUDIT FEES Non-audit fees paid to external auditors for the fi nancial year ended 31 December 2008 amounted to RM16,000.

78 Page RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE At an extraordinary general meeting held on 24 June 2008, the Company had obtained shareholders mandate to allow the Company and/or its subsidiaries to enter into recurrent related party transactions of a revenue or trading nature. Pursuant to Paragraph 10.09(1)(b) of the Bursa Securities Listing Requirements, the details of the recurrent related party transactions conducted during the current fi nancial year are disclosed as follows: Mandated Related Parties Nature of Transactions Value Interested Parties Ascott International Management Procurement of (732,749) Interested major shareholders (Malaysia) Sdn. Bhd. technical consultancy Opal Holdings Pte. Ltd. and management services CapitaLand Residential Malaysia Pte. Ltd. CapitaLand Commercial Limited CapitaLand Limited Temasek Holdings (Private) Limited RM Interested directors Chen Lian Pang Chan Say Yeong Lim Wie Shan Bangi Heights Development Sdn. Bhd. Provision of 1,920,000 Interested major shareholders management services Opal Holdings Pte. Ltd. CapitaLand Residential Malaysia Pte. Ltd. CapitaLand Commercial Limited CapitaLand Limited Temasek Holdings (Private) Limited Interested directors Chen Lian Pang Chan Say Yeong Lim Wie Shan Exquisite Skyline Sdn. Bhd. Provision of project 1,688,555 Interested director management services Syed Azmin Mohd Syed Nor Provision of 600,000 management services Suasana Sentral Two Sdn. Bhd. Provision of 375,000 Interested major shareholders management services Opal Holdings Pte. Ltd. CapitaLand Residential Malaysia Pte. Ltd. CapitaLand Commercial Limited CapitaLand Limited Temasek Holdings (Private) Limited Interested directors Chen Lian Pang Chan Say Yeong Lim Wie Shan Persons connected to major shareholder Malaysian Resources Corporation Berhad Shahril Ridza Ridzuan

79 Page 78 additional compliance information (cont.) Mandated Related Parties Nature of Transactions Value Interested Parties RM Tradewinds Properties Sdn. Bhd. Rental of offi ce premises, parking, (809,912) Interested director maintenance and other services Syed Azmin Mohd Syed Nor Tradewinds International Insurance Procurement of insurance services (140,983) Interested director Brokers Sdn. Bhd. Syed Azmin Mohd Syed Nor SSBC Sdn. Bhd. Rental income 1,198,826 Interested major shareholders of serviced residences Opal Holdings Pte. Ltd. CapitaLand Residential Malaysia Pte. Ltd. CapitaLand Commercial Limited CapitaLand Limited Temasek Holdings (Private) Limited Interested directors Chen Lian Pang Chan Say Yeong Lim Wie Shan Liang Court (Malaysia) Sdn. Bhd. Rental expense (1,188,838) Interested major shareholders for serviced residences Opal Holdings Pte. Ltd. CapitaLand Residential Malaysia Pte. Ltd. CapitaLand Commercial Limited CapitaLand Limited Temasek Holdings (Private) Limited Interested directors Chen Lian Pang Chan Say Yeong Lim Wie Shan

80 Page FINANCIAL ASSISTANCE At an extraordinary general meeting held on 24 June 2008, the Company had obtained shareholders mandate for provision/procurement of fi nancial assistance. The fi nancial assistance comprises the pooling of funds via centralized treasury management for a duration not exceeding three years. Pursuant to Paragraph 10.09(1)(b) of the Bursa Malaysia Securities Listing Requirements, the details of fi nancial assistance provided/procured during the current fi nancial year are disclosed as follows: Financial Assistance Balance as at Interested Parties 31 December 2008 Provided by Provided to RM Company and/or Alpine Return Sdn. Bhd. 5,549,988 Not applicable its subsidiaries Company and/or Bangi Heights 627,672 Interested major shareholders its subsidiaries Development Sdn. Bhd. Opal Holdings Pte. Ltd. CapitaLand Residential Malaysia Pte. Ltd. CapitaLand Commercial Limited CapitaLand Limited Temasek Holdings (Private) Limited Interested directors Chen Lian Pang Chan Say Yeong Lim Wie Shan Bangi Heights Development Company and/or its subsidiaries 31,502,278 Interested major shareholders Sdn. Bhd. Opal Holdings Pte. Ltd. CapitaLand Residential Malaysia Pte. Ltd. CapitaLand Commercial Limited CapitaLand Limited Temasek Holdings (Private) Limited Interested directors Chen Lian Pang Chan Say Yeong Lim Wie Shan Company and/or Suasana Sentral Two Sdn. Bhd. 81,973 Interested major shareholders its subsidiaries Opal Holdings Pte. Ltd. CapitaLand Residential Malaysia Pte. Ltd. CapitaLand Commercial Limited CapitaLand Limited Temasek Holdings (Private) Limited Interested directors Chen Lian Pang Chan Say Yeong Lim Wie Shan Persons connected to major shareholder Malaysian Resources Corporation Berhad Shahril Ridza Ridzuan

81 Page 80 additional compliance information (cont.) Financial Assistance Balance as at Interested Parties 31 December 2008 Provided by Provided to RM Company and/or its subsidiaries Exquisite Skyline Sdn. Bhd. 14,805,992 Interested director Syed Azmin Mohd Syed Nor Company and/or its subsidiaries SSBC Sdn. Bhd. 69,016 Interested major shareholders Opal Holdings Pte. Ltd. CapitaLand Residential Malaysia Pte. Ltd. CapitaLand Commercial Limited CapitaLand Limited Temasek Holdings (Private) Limited Interested directors Chen Lian Pang Chan Say Yeong Lim Wie Shan SSBC Sdn. Bhd. Company and/or its subsidiaries Nil Interested major shareholders Opal Holdings Pte. Ltd. CapitaLand Residential Malaysia Pte. Ltd. CapitaLand Commercial Limited CapitaLand Limited Temasek Holdings (Private) Limited Interested directors Chen Lian Pang Chan Say Yeong Lim Wie Shan

82 PAGE 81 financial statements Directors Report Income Statements Balance Sheets Consolidated Statement of Changes in Equity Company Statement of Changes in Equity Cash Flow Statements Notes to the Financial Statements Statement by Directors Statutory Declaration Report of the Auditors

83 PAGE 82 directors report For the financial year ended 31 December 2008 The Directors hereby submit to the members their annual report and the audited fi nancial statements of the Group and Company for the fi nancial year ended 31 December PRINCIPAL ACTIVITIES The principal activities of the Company are investment holding and the provision of management services. The principal activity of the subsidiary companies is property development. Other activities include property investment and investment holding. There were no signifi cant changes in the nature of these activities during the fi nancial year. FINANCIAL RESULTS The fi nancial results of the Group and Company for the fi nancial year ended 31 December 2008 are as follows: Group RM 000 Company RM 000 (Loss)/profi t for the fi nancial year (1,267) 12,459 Attributable to: Equity holders of the Company (3,462) 12,459 Minority interests 2,195 - (1,267) 12,459 DIVIDENDS The dividends paid by the Company since 31 December 2007 were as follows: In respect of the fi nancial year ended 31 December 2007: RM interim dividend of 2.5 sen gross per ordinary share, less income tax of 26%, paid on 26 February ,464 - fi nal dividend of 7.5 sen gross per ordinary share, less income tax of 26%, paid on 23 September ,392 17,856 The Directors now recommend the payment of a fi nal dividend of 2.5 sen gross per ordinary share on 241,303,433 ordinary shares (which is net of 401,800 treasury shares), less income tax of 25%, in respect of the fi nancial year ended 31 December This fi nal net dividend amounting to RM4,524,439 is subject to the approval of the members at the forthcoming Annual General Meeting of the Company.

84 PAGE 83 RESERVES AND PROVISIONS All material transfers to or from reserves and provisions during the fi nancial year are as disclosed in the fi nancial statements. EMPLOYEES' SHARE OPTION SCHEME ("ESOS") The Company had implemented an Employees Share Option Scheme ("ESOS") for its eligible employees and Executive Directors of the Group. The ESOS was approved by the shareholders at an Extraordinary General Meeting ( EGM ) held on 25 June The existing by-laws of the ESOS were amended to effect certain amendments to the material terms of the by-laws and also to allow the Non-Executive Directors to participate in the ESOS. The amendments to the existing ESOS by-laws and granting of options over ordinary shares to Non-Executive Directors were approved by the shareholders at an EGM held on 20 June The ESOS expired on 3 September Details of the ESOS are as set out in Note 25 to the fi nancial statements. ISSUANCE OF SHARES During the fi nancial year, 55,500 new ordinary shares of RM1.00 each were issued by the Company at exercise prices ranging from RM1.31 to RM1.61 per share for cash by virtue of the exercise of options over ordinary shares pursuant to the Company s ESOS. The new ordinary shares issued during the fi nancial year ranked pari passu in all respects with the existing ordinary shares of the Company. TREASURY SHARES Details of the treasury shares are as set out in Note 25 to the fi nancial statements.

85 PAGE 84 directors report (cont.) For the financial year ended 31 December 2008 DIRECTORS The Directors who have held offi ce during the period since the date of the last report are as follows: Alternate Director YABhg Tun Musa Hitam Dato Ng Eng Tee Datuk Syed Ahmad Khalid Syed Mohammed Datuk Nur Jazlan Tan Sri Mohamed Chan Say Yeong Lim Wie Shan (Appointed on 1 August 2008) (Appointed on 1 August 2008) Chen Lian Pang Ho Kiam Kheong (Resigned on 1 August 2008) Lim Wie Shan (Appointed on 1 August 2008) Ng Eng Soon Syed Azmin bin Mohd Syed Nor Pakhruddin Sulaiman Lui Chong Chee Ho Kiam Kheong (Resigned on 1 August 2008) (Resigned on 1 August 2008) In accordance with Article 94 of Company's Articles of Association, Datuk Syed Ahmad Khalid Syed Mohammed and Datuk Nur Jazlan Tan Sri Mohamed retire by rotation at the forthcoming Annual General Meeting and, being eligible, offer themselves for re-election. In accordance with Article 99 of Company s Articles of Association, Chan Say Yeong, who was appointed during the period, retires at the forthcoming Annual General Meeting and, being eligible, offers himself for election. In compliance with Section 129(2) of Companies Act, 1965, YABhg Tun Musa Hitam, being over seventy years of age, retires at the forthcoming Annual General Meeting and offers himself for reappointment as Director in accordance with Section 129(6) of Companies Act, DIRECTORS BENEFITS During and at the end of the fi nancial year, no arrangements subsisted to which the Company is a party, being arrangements with the object or objects of enabling Directors of the Company to acquire benefi ts by means of the acquisition of shares in, or debentures of, the Company or any other body corporate. Since the end of the previous fi nancial year, no Director has received or become entitled to receive a benefi t (other than the Directors remuneration as disclosed in Note 7 to the fi nancial statements) by reason of a contract made by the Company or a related corporation with the Director or with a fi rm of which he is a member, or with a company in which he has a substantial fi nancial interest except as disclosed in Note 31 to the fi nancial statements.

86 PAGE 85 DIRECTORS INTERESTS IN SHARES AND DEBENTURES According to the Register of Directors Shareholdings, particulars of interests of Directors who held offi ce at the end of the fi nancial year in the shares and options over ordinary shares in the Company are as follows: Shareholdings in the name of the Director Number of ordinary shares of RM1.00 each As at As at Acquired Disposed Dato Ng Eng Tee 6, ,525 Ng Eng Soon 7, ,151 Datuk Syed Ahmad Khalid Syed Mohammed Shareholdings in which the Director is deemed to have an interest Dato Ng Eng Tee 26,626 1,981-28,607 Ng Eng Soon 17, ,829 Number of options over ordinary shares of RM1.00 each Exercise As at As at price/share Granted Exercised Lapsed RM YABhg Tun Musa Hitam (150) - Dato Ng Eng Tee (10) (40) - Datuk Syed Ahmad Khalid (25) - Syed Mohammed (115) - Datuk Nur Jazlan Tan (25) - Sri Mohamed (115) - Chen Lian Pang (125) - Ng Eng Soon (25) (115) - Syed Azmin bin Mohd (3) - Syed Nor (125) - The options over ordinary shares of the Company expired on 3 September Dato Ng Eng Tee and Ng Eng Soon by virtue of their direct and indirect interests in the Company, are deemed to have an interest in the shares of the subsidiary companies to the extent the Company has an interest.

87 PAGE 86 directors report (cont.) For the financial year ended 31 December 2008 DIRECTORS INTERESTS IN SHARES AND DEBENTURES (cont.) Other than as disclosed above, according to the Register of Directors Shareholdings, the Directors in offi ce at the end of the fi nancial year did not hold any interest in shares, options over ordinary shares or debentures in the Company and its related corporations during the fi nancial year. STATUTORY INFORMATION ON THE FINANCIAL STATEMENTS Before the income statements and balance sheets were made out, the Directors took reasonable steps: (a) to ascertain that proper action had been taken in relation to the writing off of bad debts and the making of allowance for doubtful debts and satisfi ed themselves that all known bad debts had been written off and that adequate allowance had been made for doubtful debts; and (b) to ensure that any current assets, other than debts, which were unlikely to realise in the ordinary course of business their values as shown in the accounting records of the Group and Company had been written down to an amount which they might be expected so to realise. At the date of this report, the Directors are not aware of any circumstances: (a) which would render the amounts written off for bad debts or the amount of the allowance for doubtful debts in the fi nancial statements of the Group and Company inadequate to any substantial extent; or (b) which would render the values attributed to current assets in the fi nancial statements of the Group and Company misleading; or (c) which have arisen which render adherence to the existing method of valuation of assets or liabilities of the Group and Company misleading or inappropriate. No contingent or other liability has become enforceable or is likely to become enforceable within the period of twelve months after the end of the fi nancial year which, in the opinion of the Directors, will or may affect the ability of the Group or Company to meet their obligations when they fall due. At the date of this report, there does not exist: (a) any charge on the assets of the Group or Company which has arisen since the end of the fi nancial year which secures the liability of any other person; or (b) any contingent liability of the Group or Company which has arisen since the end of the fi nancial year. At the date of this report, the Directors are not aware of any circumstances not otherwise dealt with in this report or the fi nancial statements which would render any amount stated in the fi nancial statements misleading.

88 PAGE 87 STATUTORY INFORMATION ON THE FINANCIAL STATEMENTS (cont.) In the opinion of the Directors: (a) the results of the operations of the Group and Company during the fi nancial year were not substantially affected by any item, transaction or event of a material and unusual nature; and (b) except as disclosed in Note 35 to the fi nancial statements, there has not arisen in the interval between the end of the fi nancial year and the date of this report any item, transaction or event of a material and unusual nature likely to affect substantially the results of the operations of the Group and Company for the fi nancial year in which this report is made. AUDITORS The auditors, PricewaterhouseCoopers, have expressed their willingness to continue in offi ce. Signed on behalf of the Board of Directors in accordance with their resolution dated 24 April DATO NG ENG TEE DIRECTOR DATUK NUR JAZLAN BIN TAN SRI MOHAMED DIRECTOR

89 PAGE 88 income statements For the financial year ended 31 December 2008 Group Company Note RM 000 RM 000 RM 000 RM 000 Revenue 5 172, ,767 36,395 33,586 Interest income 2,905 4, Other operating income 2,799 3, Development costs recognised as expenses (117,704) (272,062) - - Advertising and promotion expenses (4,322) (3,436) (45) (16) Allowance for doubtful debts (3,300) (2,689) - - Depreciation of property, plant and equipment (1,841) (1,653) (462) (422) and investment properties Employee benefi ts expenses 6 (21,891) (21,154) (9,288) (8,785) Impairment loss of other investments (1,973) (460) (1,973) (460) Management fees (150) (555) - - Professional consultancy fees (3,861) (2,855) (610) (511) Rental of premises (1,089) (737) (756) (646) Upkeep, repairs and maintenance of assets (3,402) (2,621) (190) (289) Write-back of allowance for doubtful debts 1,886 1, Other operating expenses (9,406) (14,190) (1,841) (1,541) Finance costs 8 (9,842) (12,442) (4,509) (4,355) Share of results of an associate Share of results of jointly controlled entities (316) Profi t before tax ,053 16,739 16,580 Tax expense 10 (1,843) (11,102) (4,280) 42 (Loss)/profi t for the fi nancial year (1,267) 59,951 12,459 16,622 Attributable to: Equity holders of the Company (3,462) 46,611 12,459 16,622 Minority interests 2,195 13, (Loss)/profi t for the fi nancial year (1,267) 59,951 12,459 16,622 Earnings per share attributable to equity holders of the Company (sen) - basic 11 (1.43) diluted 11 N/A 19.5 Dividend per share (sen)

90 PAGE 89 balance sheets As at 31 December 2008 Group Company Note RM 000 RM 000 RM 000 RM 000 ASSETS Non-current assets Property, plant and equipment , ,433 2,027 2,198 Investment properties 14 17,258 6, Investments in subsidiary companies , ,478 Investment in an associate 16-3, Investments in jointly controlled entities 17 19,799 20,115 20,000 20,000 Other investments 18 3,108 5,081 3,099 5,072 Land held for property development , , Deferred tax assets 20 16,522 14, , , , ,110 Current assets Completed properties 21 86, , Property development costs , , Tax recoverable 2,280 3,466 1,778 1,947 Trade and other receivables , , , ,818 Deposits, bank and cash balances ,747 78,011 1,808 20, , , , ,901 Total assets 1,271,439 1,280, , ,011 EQUITY AND LIABILITIES Capital and reserves attributable to equity holders of the Company Share capital , , , ,650 Reserves , , , , , , , ,058 Minority interests 84,062 86, Total equity 900, , , ,058 Non-current liabilities Deferred tax liabilities 20 10,828 12, Long term trade payable 27 14, Borrowings , ,868 60,564 60, , ,952 60,564 60,825

91 PAGE 90 balance sheets(cont.) As at 31 December 2008 Group Company Note RM 000 RM 000 RM 000 RM 000 Current liabilities Trade and other payables 29 69,683 91,763 5,225 4,479 Provision , Borrowings - bank overdrafts 28 14,998 14,356 4, others ,667 85,648 45,760 5,248 Current tax liabilities 2, Dividend payable 12-4,401-4, , ,176 55,934 14,128 Total liabilities 370, , ,498 74,953 Total equity and liabilities 1,271,439 1,280, , ,011 Net assets per share attributable to equity holders of the Company 11 RM3.38 RM3.45

92 PAGE 91 consolidated statement of changes in equity For the financial year ended 31 December 2008 Attributable to equity holders of the Company Share Share Share Revaluation Capital Option Treasury Retained Revaluation Minority Total Note capital premium reserves reserves reserve shares earnings reserves* Total interests equity RM 000 RM 000 RM 000 RM 000 RM 000 RM 000 RM 000 RM 000 RM 000 RM 000 RM 000 As at 1 January ,650 63, ,922 (41,625) 667 (463) 252,933 69, ,831 86, ,702 Income and expense recognised directly in equity: - realisation of revaluation reserves - - (3,304) , revaluation reserves arising from acquisition of a subsidiary company Loss for the fi nancial year (3,462) - (3,462) 2,195 (1,267) Total recognised income and expense for the fi nancial year - - (2,904) (3,462) 3,304 (3,062) 2,195 (867) Employees Share Option Scheme: - shares issued (2) options expired (665) Issuance of ordinary shares in a subsidiary company to a minority interest Interim dividend paid for the fi nancial year ended 31 December (63) - (63) - (63) Final dividend paid for the fi nancial year ended 31 December (13,392) - (13,392) (5,801) (19,193) As at 31 December ,705 63, ,018 (41,625) - (463) 236,681 73, ,388 84, ,450 * This represents the accumulated revaluation reserves which have already been realised.

93 PAGE 92 consolidated statement of changes in equity (cont.) For the financial year ended 31 December 2008 Attributable to equity holders of the Company Share Share Share Revaluation Capital Option Treasury Retained Revaluation Minority Total Note capital premium reserves reserves reserve shares earnings reserves* Total interests equity RM 000 RM 000 RM 000 RM 000 RM 000 RM 000 RM 000 RM 000 RM 000 RM 000 RM 000 As at 1 January ,347 60, ,944 (41,625) - (463) 222,166 62, ,388 74, ,041 Income and expense recognised directly in equity: - realisation of revaluation reserves - - (7,206) , reversal of deferred tax liabilities , ,184-16,184 Profi t for the fi nancial year ,611-46,611 13,340 59,951 Total recognised income and expense for the fi nancial year - - 8, ,611 7,206 62,795 13,340 76,135 Employees Share Option Scheme: - shares issued 9,303 3, (478) ,347-12,347 - options granted , ,145-1,145 Issuance of ordinary shares in a subsidiary company to a minority interest Dividend paid for the fi nancial year ended 31 December (11,443) - (11,443) (1,194) (12,637) Interim dividend payable for the fi nancial year ended 31 December (4,401) - (4,401) - (4,401) As at 31 December ,650 63, ,922 (41,625) 667 (463) 252,933 69, ,831 86, ,702 * This represents the accumulated revaluation reserves which have already been realised.

94 PAGE 93 company statement of changes in equity For the financial year ended 31 December 2008 Non-distributable Distributable Share Share Share option Merger Treasury Retained Revaluation Note capital premium reserve reserve shares earnings reserves* Total RM 000 RM 000 RM 000 RM 000 RM 000 RM 000 RM 000 RM 000 As at 1 January ,650 63, ,375 (463) 53,623 15, ,058 Profi t for the fi nancial year ,459-12,459 Total recognised income and expense for the fi nancial year ,459-12,459 Employees Share Option Scheme: - shares issued (2) options expired - - (665) Interim dividend paid for the fi nancial year ended 31 December (63) - (63) Final dividend paid for the fi nancial year ended 31 December (13,392) - (13,392) As at 31 December ,705 63, ,375 (463) 53,292 15, ,136 * This represents the accumulated revaluation reserves which have already been realised.

95 PAGE 94 company statement of changes in equity For the financial year ended 31 December 2008 Non-distributable Distributable Share Share Share option Merger Treasury Retained Revaluation Note capital premium reserve reserve shares earnings reserves* Total RM 000 RM 000 RM 000 RM 000 RM 000 RM 000 RM 000 RM 000 As at 1 January ,347 60, ,375 (463) 52,845 15, ,788 Profi t for the fi nancial year ,622-16,622 Total recognised income and expense for the fi nancial year ,622-16,622 Employees Share Option Scheme: - shares issued 9,303 3,522 (478) ,347 - options granted - - 1, ,145 Dividend paid for the fi nancial year ended 31 December (11,443) - (11,443) Interim dividend payable for the fi nancial year ended (4,401) - (4,401) 31 December 2007 As at 31 December ,650 63, ,375 (463) 53,623 15, ,058 * This represents the accumulated revaluation reserves which have already been realised.

96 PAGE 95 cash flow statements For the financial year ended 31 December 2008 Group Company RM 000 RM 000 RM 000 RM 000 CASH FLOW FROM OPERATING ACTIVITIES Profi t before tax ,053 16,739 16,580 Adjustments for: Allowance for doubtful debts 3,300 2, Depreciation of property, plant and equipment and investment properties 1,841 1, Gain on disposal of property, plant and equipment (31) (20) (18) (20) Gross dividend income from subsidiary companies - - (19,208) (18,980) Impairment loss of other investments 1, , Interest expense 9,842 12,442 4,509 4,355 Interest income (3,423) (4,449) (8,154) (8,126) Negative goodwill (4) Options over ordinary shares granted under ESOS - 1, Property, plant and equipment written off Share of results of an associate - (18) - - Share of results of jointly controlled entities 316 (25) - - Write-back of allowance for doubtful debts (1,886) (1,695) - - (Write-back)/provision for penalty charges (2,500) 2, ,008 85,743 (3,697) (4,610) (Increase)/decrease in land held for property development, completed properties and property development costs (41,462) 84, Decrease/(increase) in receivables 102,065 47,014 (42,592) (9,487) Decrease in payables (8,350) (36,481) (366) (1,321) Net cash fl ow from operations 62, ,994 (46,655) (15,418) Interest paid (13,238) (17,611) (4,460) (3,237) Interest received 3,593 3,094 10,985 6,857 Tax (paid)/refunded (2,678) (15,298) Net cash fl ow from operating activities 49, ,179 (39,956) (11,798)

97 PAGE 96 cash flow statements (cont.) For the financial year ended 31 December 2008 Group Company RM 000 RM 000 RM 000 RM 000 CASH FLOW FROM INVESTING ACTIVITIES Acquisition of a subsidiary company, net of cash acquired (Note 15(a) (5,199) Investment in subsidiary companies - - (25,052) (678) Investment in jointly controlled entities - (20,039) - (19,913) Net dividend income from subsidiary companies ,535 12,770 Proceeds from disposal of property, plant and equipment Purchase of property, plant and equipment (853) (926) (435) (398) Net cash fl ow from investing activities (5,877) (20,942) (5,790) (8,197) CASH FLOW FROM FINANCING ACTIVITIES Dividends paid to equity holders of the Company (17,856) (17,241) (17,856) (17,241) Dividends paid to minority interests (5,801) (1,194) - - Finance lease principal payments (249) (186) (249) (186) Net drawdown/(repayment) of borrowings 24,068 (77,976) 40,500 26,000 Proceeds from issuance of ordinary shares on exercise of ESOS 74 12, ,347 Proceeds from issuance of ordinary shares in a subsidiary company to a minority interest Net cash fl ow from fi nancing activities 1,033 (84,178) 22,469 20,920 NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS 45,094 46,059 (23,277) 925 CASH AND CASH EQUIVALENTS AT BEGINNING OF THE FINANCIAL YEAR 63,655 17,596 20,136 19,211 CASH AND CASH EQUIVALENTS AT END OF THE FINANCIAL YEAR 108,749 63,655 (3,141) 20,136 Cash and cash equivalents comprise: Bank and cash balances (Note 24) 29,787 25,509 1,808 20,136 Bank balances under Housing Development Accounts ( HDA ) (Note 24) 29,240 51, Bank balances under sinking fund (Note 24) 1,215 1, Fixed deposits (Note 24) 63, Bank overdrafts (Note 28) (14,998) (14,356) (4,949) - 108,749 63,655 (3,141) 20,136

98 PAGE 97 notes to the financial statements For the financial year ended 31 December CORPORATE INFORMATION The Company is a public limited liability company, incorporated and domiciled in Malaysia, and listed on the Main Board of Bursa Malaysia Securities Berhad. The address of the registered offi ce of the Company is as follows: Suite 1.1, 1st Floor Kompleks Antarabangsa Jalan Sultan Ismail Kuala Lumpur Malaysia Telephone : (603) Fax : (603) Website : http: // The principal activities of the Company are investment holding and the provision of management services. The principal activitiy of the subsidiary companies is property development. Other activities include property investment and investment holding. There were no signifi cant changes in the nature of these activities during the fi nancial year. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The following accounting policies have been used consistently in dealing with items which are considered material in relation to the fi nancial statements. (a) Basis of preparation The fi nancial statements of the Group and Company have been prepared under the historical cost convention (as modifi ed to include the revaluation of certain property, plant and equipment), unless otherwise indicated in this summary of signifi cant accounting policies. The fi nancial statements comply with Financial Reporting Standards ( FRSs ), themalaysian Accounting Standard Boards ( MASB ) Approved Accounting Standards in Malaysia for Entities Other than Private Entities and the provisions of Companies Act, The preparation of the fi nancial statements in conformity with FRSs requires the use of certain critical accounting estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the fi nancial statements, and the reported amounts of revenues and expenses during the reported fi nancial year. Although these estimates and judgments are based on the Directors best knowledge of current events and actions, actual results may differ.

99 PAGE 98 notes to the financial statements (cont.) For the financial year ended 31 December SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.) (a) Basis of preparation (continued) The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are signifi cant to the fi nancial statements, are disclosed in Note 3. (i) Standards, amendments to published standards and interpretations to existing standards that are applicable and are effective The Group and Company adopted the following standards that are effective for fi nancial periods beginning on or after 1 January 2008: FRS 112 Income Taxes. The adoption of this policy has no material impact on the fi nancial statements of the Group and Company. Revised standards that have no signifi cant changes compared to the original standards: - FRS 107 Cash Flow Statements - FRS 111 Construction Contracts - FRS 118 Revenue - FRS 137 Provisions, Contingent Liabilities and Contingent Assets - IC Interpretation 8 Scope of FRS 2 All changes in accounting policies have been made in accordance with the transitional provisions in the respective standards, amendments to published standards and interpretations to existing standards and have been applied retrospectively except for IC Interpretation 8 which requires retrospective application subject to the transitional provision of FRS 2. FRS 2 requires retrospective application for all equity instruments granted after 31 December 2004 and not vested as at 1 January (ii) Standards, amendments to published standards and interpretations to existing standards that are effective but not relevant The following standards, amendments to published standards and interpretations to existing standards are mandatory for fi nancial periods beginning on or after 1 January 2008 but are not relevant to the Group s operations: FRS 120 Accounting for Government Grants and Disclosure of Government Assistance Amendment to FRS 121 The Effects of Changes in Foreign Exchange Rates Net Investment in a Foreign Operation IC Interpretation 1 Changes in Existing Decommissioning, Restoration and Similar Liabilities IC Interpretation 2 Members Share in Co-operative Entities and Similar Instruments

100 PAGE 99 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.) (a) Basis of preparation (cont.) (ii) Standards, amendments to published standards and interpretations to existing standards that are effective but not relevant (continued) IC Interpretation 5 Rights to Interests arising from Decommissioning, Restoration and Environmental Rehabilitation Funds IC Interpretation 6 Liabilities arising from Participating in a Specifi c Market Waste Electrical and Electronic Equipment IC Interpretation 7 Applying the Restatement Approach under FRS 129 Financial Reporting in Hyperinfl ationary Economies (iii) Standards, amendments to published standards and interpretations to existing standards that are not yet effective and have not been early adopted The Group has not early adopted the following standards, amendments to published standards and interpretations to existing standards that are mandatory for fi nancial periods beginning on or after 1 January 2009 or later periods: FRS 7 Financial Instruments: Disclosures (effective for fi nancial periods beginning on or after 1 January 2010). This new standard supersedes the disclosure part of FRS 132 Financial Instruments: Presentation anddisclosures and introduces new disclosures relating to fi nancial instruments. The Group has applied the transitional provision in FRS 7, which exempts entities from disclosing the possible impact arising from the initial application of this standard on the fi nancial statements of the Group. The Group will apply this standard from fi nancial periods beginning on 1 January FRS 8 Operating Segments (effective for fi nancial periods beginning on or after 1 July 2009). This new standard supersedes FRS Segment Reporting. This standard requires the management approach, which segment information is presented on the same basis as that used for internal reporting purposes. The Group will apply this standard from fi nancial periods beginning on 1 January FRS 139 Financial Instruments: Recognition and Measurement (effective for fi nancial periods beginning on or after 1 January 2010). This new standard establishes principles for recognising and measuring fi nancial assets, fi nancial liabilities and some contracts to buy and sell non-fi nancial items. Hedge accounting is permitted only under strict circumstances. The Group has applied the transitional provision in FRS 139, which exempts entities from disclosing the possible impact arising from the initial application of this standard on the fi nancial statements of the Group. The Group will apply this standard from fi nancial periods beginning on 1 January 2010.

101 PAGE 100 notes to the financial statements (cont.) For the financial year ended 31 December SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.) (a) Basis of preparation (continued) (iii) Standards, amendments to published standards and interpretations to existing standards that are not yet effective and have not been early adopted (continued) IC Interpretation 9 Reassessment of Embedded Derivatives (effective for fi nancial periods beginning on or after 1 January 2010). IC Interpretation 9 requires an entity to assess whether an embedded derivative is required to be separated from the host contract and accounted for as a derivative when the entity fi rst becomes a party to the contract. Subsequent reassessment is prohibited unless there is a change in the terms of the contract that signifi cantly modifi es the cash fl ows that otherwise would be required under the contract, in which case reassessment is required. The Group will apply this standard from fi nancial periods beginning on 1 January IC Interpretation 10 Interim Financial Reporting and Impairment (effective for fi nancial periods beginning on or after 1 January 2010). IC Interpretation 10 prohibits the impairment losses recognised in an interim period on goodwill and investments in equity instruments and in fi nancial assets carried at cost to be reversed at a subsequent balance sheet date. The Group will apply this standard from fi nancial periods beginning on 1 January With the exception of FRS 139, the Group does not anticipate the above standards, amendments to published standards and interpretations to existing standards to have any signifi cant impact on the fi nancial statements of the Group. (iv) Standards, amendments to published standards and interpretations to existing standards that are not yet effective and are not relevant to the Group s operations The following standard is mandatory for the Group s fi nancial periods beginning on 1 January 2010 but is not relevant to the Group s operations: FRS 4 Insurance Contracts (effective for fi nancial periods beginning on or after 1 January 2010). This new standard supersedes FRS General Insurance Business and FRS Life Insurance Business. This standard specifi es the reporting requirement of all insurance contracts that an entity issues and reinsurance contracts that it holds.

102 PAGE SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.) (b) Basis of consolidation The consolidated fi nancial statements include the fi nancial statements of the Company and all its subsidiary companies made up to the end of the fi nancial year. Subsidiary companies are those companies in which the Group has power to exercise control over the fi nancial and operating policies so as to obtain benefi ts from their activities. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Group controls another entity. Subsidiary companies are consolidated using the purchase method of accounting except for a subsidiary company (as disclosed in Note 15 to the fi nancial statements) which was accounted for using the merger method of accounting. The subsidiary was consolidated prior to 1 January 2002 in accordance with Malaysian Accounting Standard No. 2 Accounting for Acquisitions and Mergers, the generally accepted accounting principle prevailing at that time. The Group has used the exemption provided by FRS Business Combinations and FRS 3 Business Combinations to apply these Standards prospectively. Accordingly, business combinations entered into prior to the respective effective dates have not been restated to comply with these Standards. Under the purchase method of accounting, subsidiary companies are consolidated from the date control is transferred to the Group and are no longer consolidated from the date that control ceases. The results of subsidiary companies acquired or disposed of during the fi nancial year are included from the date of acquisition up to the date of disposal. At the date of acquisition, the fair values of the subsidiary companies net assets are determined and these values are refl ected in the consolidated fi nancial statements. The excess of the cost of acquisition over the Group s interest in the net fair value of the subsidiary company s identifi able assets, liabilities and contingent liabilities at the date of acquisition is refl ected as goodwill. See accounting policy Note 2(e) on goodwill. If the cost of acquisition is less than the net fair value of the identifi able assets, liabilities and contingent liabilities of the subsidiary company acquired, the difference is recognised directly in the income statement. The cost of acquisition is measured as the aggregate of the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the acquisition. Under the merger method of accounting, the results of the subsidiary company are presented as if the merger had been effected throughout the current and previous fi nancial years. The assets and liabilities combined are accounted for based on the carrying amounts from the perspective of the common control shareholder at the date of transfer. On consolidation, the cost of the merger is cancelled with the values of the shares received. Any resulting credit balance is classifi ed as equity and regarded as a non-distributable reserve. Any resulting debit difference is adjusted against any suitable reserve. Any share premium, capital redemption reserve and any other reserves which are attributable to share capital of the merged enterprises, to the extent that they have not been capitalised by a debit difference, are reclassifi ed and presented as movement in other capital reserves. Expenditure incurred in connection with the merger is recognised as an expense in the income statement.

103 PAGE 102 notes to the financial statements (cont.) For the financial year ended 31 December SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.) (b) Basis of consolidation (continued) All inter-company transactions, balances and unrealised gains on transactions are eliminated; unrealised losses are also eliminated unless costs cannot be recovered in which case such costs are charged to the income statement immediately. Accounting policies for subsidiary companies have been changed to ensure consistency with the policies adopted by the Group. When the acquisition of a subsidiary company involves stages of successive share acquisition, any adjustment to the fair values of the subsidiary company s identifi able assets, liabilities and contingent liabilities relating to previously held interests of the Group is accounted for as a revaluation. Minority interest represent the portion of the profi t or loss and net assets in subsidiary companies attributable to quity interests that are not owned, directly or indirectly through subsidiary companies, by the Group. It is measured at the minorities share of the fair value of the subsidiary companies identifi able assets and liabilities at the acquisition date and the minorities share of changes in the subsidiary companies equity since that date. (c) Associates Associates are entities in which the Group exercises signifi cant infl uence and which are neither a subsidiary company nor a joint venture of the Group. Signifi cant infl uence is the power to participate in the fi nancial and operating policies decisions of the associates but not control over those policies. Investments in associates are accounted for in the consolidated fi nancial statements using the equity method of accounting. The Group s investments in associates include goodwill identifi ed on acquisition, net of any accumulated impairment losses. See accounting policy Note 2(i) on impairment of assets. The associates are equity accounted for from the date the Group obtains signifi cant infl uence until the date the Group ceases to have signifi cant infl uence over the associates. Under the equity method of accounting, the investments in associates are carried in the consolidated balance sheet at cost adjusted for post-acquisition changes in the Group s share of net assets of the associates. The Group s share of post-acquisition profi t or loss is recognised in the consolidated income statement and its share of postacquisition movements within reserves is recognised in reserves. The cumulative post-acquisition movements are adjusted against the carrying amount of the investments. When the Group s share of losses in the associates equals or exceeds its interest in the associates, including any other unsecured receivables, the Group s interest is reduced to nil and recognition of further losses is discontinued except to the extent that the Group has incurred legal or constructive obligations or made payments of behalf of the associates. Unrealised gains on transactions between the Group and its associates are eliminated to the extent of the Group s interest in the associates; unrealised losses are also eliminated unless the transaction provides evidence of impairment of the asset transferred in which case such impairment is charged to the income statement immediately. Where necessary, in applying the equity method of accounting, adjustments are made to the fi nancial statements of associates to ensure consistency of accounting policies with those of the Group.

104 PAGE SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.) (d) Jointly controlled entities Jointly controlled entities are entities over which there is contractually agreed sharing of control by the Group with one or more parties where the strategic fi nancial and operating decisions relating to the entities require unanimous consent of the parties sharing control. The Group s interest in jointly controlled entities is accounted for in the consolidated fi nancial statements using the equity method of accounting. The Group s investments in jointly controlled entities include goodwill identifi ed on acquisition, net of any accumulated impairment losses. See accounting policy Note 2(i) on impairment of assets. Under the equity method of accounting, the Group s share of the post-acquisition profi t or loss of the jointly controlled entities is recognised in the consolidated income statement and its share of post-acquisition movements within reserves is recognised in reserves. The cumulative post-acquisition movements are adjusted against the carrying amount of the investments. The Group recognises the portion of profi ts or losses on the sale of assets of the Group to the joint venture that is attributable to the other venturers. The Group does not recognise its share of profi ts or losses from the joint venture that result from the purchase of assets by the Group from the joint venture until it resells the assets to an independent party. However, a loss on the transaction is recognised immediately if the loss provides evidence of a reduction in the net realisable value of current assets or an impairment loss. Where necessary, in applying the equity method of accounting, adjustments are made to the fi nancial statements of jointly controlled entities to ensure consistency of accounting policies with those of the Group. (e) Goodwill Goodwill represents the excess of the cost of acquisition over the fair values of the Group s share of the subsidiary companies, associates and jointly controlled entities identifi able net assets at the date of acquisition. Goodwill is measured at cost less any accumulated impairment losses. Goodwill is not amortised but it is reviewed for impairment, annually or more frequently, if events or changes in circumstances indicate that the carrying amount may be impaired. Impairment losses on goodwill are not reversed. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity disposed. Goodwill is allocated to cash-generating units ( CGUs ) for the purpose of impairment testing. The allocation is made to those CGUs or groups of CGUs that are expected to benefi t from the synergies of the business combination in which the goodwill arose. Goodwill on acquisitions of associates and joint controlled entities are included in the carrying amount of these investments. The entire carrying amount of these investments is tested for impairment when there is objective evidence of impairment. See accounting policy Note 2(i) on impairment of assets.

105 PAGE 104 notes to the financial statements (cont.) For the financial year ended 31 December SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.) (f) Property, plant and equipment Property, plant and equipment are initially stated at cost. Subsequent costs are included in the asset s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economics benefi ts associated with the item will fl ow to the Group and the cost of the item can be measured reliably. The carrying amount of the replaced part is not recognised. All other repairs and maintenance costs are charged to the income statement during the fi nancial period in which they are incurred. Subsequent to recognition, property, plant and equipment except for freehold land, are stated at cost less accumulated depreciation and accumulated impairment losses. Freehold land is stated at cost or valuation. Freehold land is not depreciated as it has an infi nite life. The freehold land was revalued by the Directors based on professional valuations carried out by independent professional valuers. The Directors have applied the transitional provision issued by MASB on adoption of FRS 116 Property, Plant and Equipment, which allows these assets to be stated at their 1990 and 1996 valuations. Accordingly, the valuations have not been updated. Surpluses arising on revaluation are credited to non-distributable revaluation reserves. Defi cits arising on revaluation are charged against non-distributable revaluation reserves to the extent of previous surpluses credited to nonof the same asset. In all other cases, a decrease in carrying amount is charged to the income statement. Upon disposal or retirement of an asset, any revaluation reserve relating to the particular asset is transferred directly to distributable revaluation reserves. All other property, plant and equipment are depreciated on a straight line basis to write-off the cost of the assets, to their residual values over their estimated useful lives, summarised as follows: Buildings Furniture, fi ttings and equipment Motor vehicles Plant and machinery Stable and equestrian equipment 20 years 5 years 5 years 5 years 5 years Depreciation on assets under construction commences when the assets are ready for their intended use. The residual values and useful lives of assets are reviewed and adjusted if appropriate, at each balance sheet date. Where an indication of impairment exists at the balance sheet date, an analysis is performed to assess whether the carrying amount of the asset is fully recoverable. A write-down is made if the carrying amount exceeds the recoverable amount. See accounting policy Note 2(i) on impairment of assets.

106 PAGE SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.) (f) Property, plant and equipment (cont.) On disposal of an asset, the difference between the net disposal proceeds and its carrying amount is charged or credited to the income statement. In the case of revalued land, the amount in non-distributable revaluation reserve relating to these revalued lands which had been disposed is transferred to distributable revaluation reserves. (g) Investment properties Investment properties are properties which are held either to earn rental income or for capital appreciation or for both, and are not occupied by the Group. Investment properties comprise freehold land and buildings. Freehold land is stated at cost or valuation. Freehold land is not depreciated as it has an infi nite life. The freehold land was revalued by the Directors based on professional valuations carried out by independent professional valuers. The Directors have applied the transitional provision issued by MASB on adoption of FRS 116, which allows these ssets to be stated at their 1990 and 1996 valuations. Accordingly, the freehold land was transferred to Investment Properties at its carrying amount. Buildings are stated at cost less accumulated depreciation and accumulated impairment losses. Buildings are depreciated on a straight line basis over the estimated useful lives of 20 years. Investment property is derecognised upon disposal or the investment property is permanently withdrawn from used and no future economics benefi t is expected from its disposal. The difference between the net disposal proceeds and the carrying amount is charged or credited to the income statement in the fi nancial period of the retirement or disposal. (h) Investments Investments in subsidiary companies, associates and jointly controlled entities are stated at cost less accumulated impairment losses. Where an indication of impairment exists, the carrying amount of the investments is assessed and written down immediately to its recoverable amount. See accounting policy Note 2(i) on impairment of assets. Investments in other non-current investments are stated at cost and an allowance for diminution in value is made here, in the opinion of the Directors, there is a decline other than temporary in the value of such investments. Where there has been a decline other than temporary in the value of an investment, such a decline is recognised as an expense in the period in which the decline is identifi ed. On disposal of an investment, the difference between the net disposal proceeds and its carrying amount is charged or credited to the income statement.

107 PAGE 106 notes to the financial statements (cont.) For the financial year ended 31 December SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.) (i) Impairment of assets Assets that have indefi nite useful life are not subject to amortisation and are tested annually for impairment. Assets that are subject to amortisation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Impairment loss is recognised for the amount by which the carrying amount of the asset exceeds its recoverable amount. Recoverable amount is the higher of an asset s or CGU s fair value less costs to sell and its value in use. In assessing value in use, the estimated future cash fl ows are discounted to their present value using a pre-tax discount rate that refl ects current market assessments of the time value of money and the risks specifi c to the asset. For the purpose of assessing impairment, recoverable amount is determined on an individual asset basis unless the asset does not generate cash fl ows that are largely independent of those from the other assets. If this is the case, recoverable amount is determined for the CGU to which the asset belongs to. The impairment loss is charged to the income statement in the fi nancial period in which it arises, unless the asset is carried at a revalued amount, in which case the impairment loss is accounted for as a revaluation decrease to the extent that the impairment loss does not exceed the amount held in the asset revaluation reserve for the same asset. Impairment loss on goodwill is not reversed in a subsequent fi nancial period. Impairment loss for an asset other than goodwill is reversed if, and only if, there has been change in the estimates used to determine the asset s recoverable amount since the last impairment loss recognition. The carrying amount of an asset other than goodwill is increased to its revised recoverable amount provided that this amount does not exceed the carrying amount that would have been determined (net of amortisation and depreciation) had no impairment loss had been recognised for the asset in prior fi nancial years. A reversal of impairment loss for an asset other than goodwill is recognised in the income statement, unless the asset is carried at revalued amount, in which case such reversal is treated as a revaluation increase. (j) Completed properties Properties which have been completed but not sold are classifi ed as Completed properties and are stated at the lower of cost and net realisable value. The cost of unsold properties comprises cost associated with the acquisition of land, direct costs and appropriate proportion of allocated costs attributable to property development activities. Net realisable value is the estimate of the selling price in the ordinary course of business, less the costs of completion and selling expenses.

108 PAGE SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.) (k) Property development activities (i) Land held for property development Land held for property development consists of land upon which no signifi cant development work has been undertaken or where development activities are not expected to be completed within the normal operating cycle. Such land is classifi ed as non-current asset and is stated at cost less accumulated impairment losses. Cost of land includes the purchase price of the land, professional fees, stamp duties, commissions, conversion fees and other relevant levies. Where the Group had previously recorded the land at revalued amount, it continues to retain this amount as its surrogate cost as allowed by FRS 201 Property Development Activities. Where an indication of impairment exists, the carrying amount of the asset is assessed and written down immediately to its recoverable amount. See accounting policy Note 2(i) on impairment of assets. Land held for property development is transferred to Property development costs (under current assets) upon commencement of development activities and where the development activities can be completed within the Group s normal operating cycle. (ii) Property development costs Property development costs comprise cost of land and all costs directly attributable to development activities or that can be allocated on a reasonable basis to those activities. It includes borrowing costs related to the fi nancing of development activities of the land, related development costs common to the development project and direct construction costs. Borrowing costs are included in the property development costs until the completion of the development projects. When the outcome of the development activities can be estimated reliably, property development revenue and expenses are recognised by using the stage of completion method as stated in Note 2(x) on revenue recognition. When the outcome of the development activities cannot be estimated reliably, property development revenue is recognised only to the extent of property development costs incurred that is probable will be recoverable; property development costs on the development units sold are recognised when incurred. Irrespective of whether the outcome of property development activities can or cannot be estimated reliably, when it is probable that total property development costs will exceed total property development revenue, the expected loss is recognised as an expense immediately. Property development costs not recognised as an expense are recognised as an asset and stated at the lower of cost and net realisable value.

109 PAGE 108 notes to the financial statements (cont.) For the financial year ended 31 December SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.) (k) Property development activities (cont.) (ii) Property development costs (cont.) Where revenue recognised in the income statement exceeds billings to purchasers, the balance is presented as accrued billings under Trade and other receivables (within current assets). Where billings to purchasers exceed revenue recognised in the income statement, the balance is presented as progress billings under Trade and other payables (within current liabilities). (l) Trade receivables Trade receivables are carried at invoiced amount less an allowance for doubtful debts. The allowance is established when there is objective evidence that the Group will not be able to collect all amounts due according to the original terms of the receivables. Trade receivables arising from the sale of completed properties under instalment schemes are recorded at their fair value, which is determined by discounting all future receipts using an imputed rate of interest. (m) Cash and cash equivalents For the purposes of the cash fl ow statements, cash and cash equivalents comprise cash in hand, bank balances, deposits held at call with banks, short-term and highly liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are included within Borrowings in current liabilities in the balance sheet. (n) Share capital (i) Classification Ordinary shares are classifi ed as equity. Distributions to holders of a fi nancial instrument classifi ed as an equity instrument are charged directly to equity. (ii) Share issue costs Incremental external costs directly attributable to the issue of new shares or options over ordinary shares are shown in equity as a deduction, net of tax, from the proceeds. (iii) Dividends to shareholders of the Company Interim dividends on ordinary shares are recognised as liabilities when proposed. Final dividend proposed after the balance sheet date is not recognised as a liability at the balance sheet date until its approval by the shareholders at the Annual General Meeting.

110 PAGE SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.) (o) Purchase of own shares Where the Company or its subsidiary companies purchase the Company s equity share capital, the consideration paid, including any directly attributable incremental external costs, net of tax, is deducted from equity as treasury shares until they are cancelled, reissued or disposed of. Where such shares are subsequently sold or reissued, any consideration received, net of any directly attributable incremental external costs and the related tax effects, is included in equity. (p) Payables Payables are measured initially and subsequently at cost. Payables are recognised when there is a contractual obligation to deliver cash or another fi nancial asset to another entity. (q) Borrowings Borrowings are initially recognised based on the proceeds received, net of transaction costs incurred. In subsequent fi nancial periods, borrowings are stated at amortised cost using the effective yield method. The difference between proceeds (net of transaction costs) and the redemption value is recognised in the income statement over the period of the borrowings. Interest, dividends, losses and gains relating to a fi nancial instrument or a component part classifi ed as a liability, is reported within fi nance costs in the income statement. Borrowings are classifi ed as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the balance sheet date. (r) Capitalisation of borrowing costs Borrowing costs incurred to fi nance the construction of property, plant and equipment are capitalised as part of the cost of the asset during the period of time that is required to complete and prepare the asset for its intended use. Borrowing costs incurred to fi nance property development activities and construction contracts are accounted for in the similar manner. All other borrowing costs are recognised in the income statement in the fi nancial period in which they are incurred.

111 PAGE 110 notes to the financial statements (cont.) For the financial year ended 31 December SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.) (s) Leases A lease is recognised as a fi nance lease if it transfers substantially to the Group all the risks and rewards incidental to ownership. All leases that do not transfer substantially all the risks and rewards are classifi ed as operating leases. (i) Finance leases the Group as Lessee Assets acquired by way of fi nance leases are stated at an amount equal to the lower of their fair values and the present value of the minimum lease payments at the inception of the leases, less accumulated depreciation and impairment losses. The corresponding liability is included in the balance sheet as Borrowings. Lease payments are apportioned between the fi nance costs and the reduction of the outstanding liability. Finance costs, which represent the difference between the total leasing commitments and the fair value of the assets acquired, are recognised in the income statement over the term of the relevant lease so as to produce a constant periodic rate of charge on the remaining balance of the obligations for each accounting period. Property, plant and equipment acquired under fi nance leases are depreciated over the shorter of the estimated useful life of the asset and the lease term. (ii) Operating leases the Group as Lessor Assets leased out under operating leases are presented in the balance sheet according to the nature of the assets. Rental income (net of any incentives given to the lessees) from operating leases is recognised on a straight line basis over the lease term. (t) Provisions Provisions are recognised when the Group has a present legal or constructive obligation as a result of past events, when it is probable that an outfl ow of resources will be required to settle the obligation, and when a reliable estimate of the amount can be made. Provisions are reviewed at each balance sheet date and adjusted to refl ect the current best estimate. Where the effect of time value of money is material, provisions are discounted using a current pre-tax rate that refl ects, where appropriate, the risks specifi c to the obligation. Where discounting is used, the increase in the provisions due to passage of time is recognised as fi nance cost.

112 PAGE SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.) (u) Tax expense Tax expense in the income statement comprises current and deferred tax. Current tax expense is the expected amount of income taxes payable in respect of the taxable profi t for the fi nancial year and real property gains tax payable on the disposal of properties. Current tax expense is measured using the tax rates that have been enacted at the balance sheet date. Deferred tax is recognised in full, using the liability method, on temporary differences arising between the amounts attributed to assets and liabilities for tax purposes and their carrying amounts in the fi nancial statements. However, deferred tax is not recognised if a temporary difference arises from goodwill or from the initial recognition of an asset or a liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profi t or loss. Deferred tax assets are recognised to the extent that it is probable that taxable profi ts will be available against which the deductible temporary differences or unused tax losses can be utilised. Deferred tax is recognised on temporary differences arising on investments in subsidiary companies and associated companies except where the timing of reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future. Deferred tax is determined using tax rates (and tax laws) that have been enacted or substantively enacted by the balance sheet date and are expected to apply when the related deferred tax asset is realised or the deferred tax liability is settled. (v) Employee benefits (i) Short term employee benefits Wages, salaries, paid annual leave, sick leave, bonuses, and non-monetary benefi ts are accrued in the period in which the associated services are rendered by the employees (including Executive Directors) of the Group. (ii) Defined contribution plans Defi ned contribution plans are post-employment benefi t plans under which the Group pays fi xed contributions into separate entities or funds and will have no legal or constructive obligation to pay further contributions if any of the funds do not hold suffi cient assets to pay all employees benefi ts relating to employees services in the current and preceding fi nancial years. As required by law, companies in Malaysia make such contributions to the Employees Provident Fund ( EPF ), the national defi ned contribution plan. The Group s contributions to EPF are charged to the income statement in the fi nancial period to which they relate.

113 PAGE 112 notes to the financial statements (cont.) For the financial year ended 31 December SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.) (v) Employee benefits (cont.) (iii) Share-based compensation The Group s ESOS, an equity-settled, share-based compensation plan, allows the Group s employees and Directors to acquire ordinary shares of the Company. The fair value of options over ordinary shares granted to employees and Directors is recognised in employees benefi ts expenses in the income statement with a corresponding increase in the share option reserve within equity over the vesting period, taking into account the probability that the options over ordinary shares will vest. The fair value of options over ordinary shares is measured at grant date, taking into account, if any, the market vesting conditions upon which the options over ordinary shares were granted but excluding the impact of any non-market vesting conditions. Non-market vesting conditions are included in assumptions about the number of options over ordinary shares that are expected to become exercisable on vesting date. At each balance sheet date, the Group revises its estimates of the number of options over ordinary shares that are expected to become exercisable on vesting date. It recognises the impact of the revision of original estimates, if any, in the income statement and a corresponding adjustment to equity over the remaining vesting period. The equity amount is recognised in the share option reserve until the options over ordinary shares are exercised, upon which it will be transferred to share premium, or until the options over ordinary shares expire, upon which it will be transferred directly to retained earnings. The proceeds received net of any directly attributable transaction costs are credited to share capital (nominal value) and share premium when the options over ordinary shares are exercised. (w) Contingent liabilities and contingent assets The Group does not recognise a contingent liability but discloses its existence in the fi nancial statements. A contingent liability is a possible obligation that arises from past events whose existence will be confi rmed by the occurrence or non-occurrence of one or more uncertain future events beyond the control of the Group or a present obligation that is not recognised because it is not probable that an outfl ow of resources will be required to settle the obligation. A contingent liability also arises in the extremely rare circumstance where there is a liability that cannot be recognised because it cannot be measured reliably. A contingent asset is a possible asset that arises from past events whose existence will be confi rmed by the occurrence or non-occurrence of one or more uncertain future events beyond the control of the Group. The Group does not recognise a contingent asset but discloses its existence where infl ows of economic benefi ts are probable, but not virtually certain.

114 PAGE SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.) (x) Revenue recognition Revenue comprises the fair value of the consideration received or receivable, net of discounts and after eliminating sales within the Group. The Group recognises revenue when the amount of revenue can be reliably measured and it is probable that future economic benefi ts will fl ow to the Group and specifi c criteria have been met for each of the Group s activities as described below. The amount of revenue is not considered to be reliably measurable until all contingencies relating to the sale have been resolved. The Group bases its estimates on historical results, taking into consideration the type of customer, the type of transaction and the specifi cs of each arrangement. Revenue from sale of development properties is recognised net of discounts, based on the stage of completion method. The stage of completion is measured by reference to the physical proportion of work completed as a percentage of total physical work of the project as certifi ed by duly appointed consultants. Revenue from sale of completed properties is recognised net of discounts, in accordance with the terms of the sale and purchase agreements. The sales consideration of completed properties under instalment schemes are recorded at their fair value, which is determined by discounting all future receipts using an imputed rate of interest. The difference between the fair value and the nominal value of the sales consideration is recognised as interest income and taken to the income statement on a time proportion basis that takes into account the effective yield on the receivables arising from the sale of completed properties under the instalment Revenue from construction contracts is recognised based on the stage of completion method. The stage of completion is measured by reference to the proportion that the contract costs incurred for work performed to-date bears to the estimated total costs for the contract as certifi ed by duly appointed consultants. Interest income is recognised on time proportion basis, taking into account the principal outstanding and the effective rate over the period of maturity, when it is determined that such income will accrue to the Group. Interest on overdue amounts receivable from house buyers is recognised in the income statement as it accrues. An allowance for doubtful debts is made when the collectibility of this interest is in doubt. Rental income from properties is recognised on a straight-line basis over the term of the lease. Gross dividends from investments are taken up in the fi nancial statements when the Company s right to receive payment is established. Management fees and project management fees are recognised when services are rendered.

115 PAGE 114 notes to the financial statements (cont.) For the financial year ended 31 December SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.) (y) Functional and presentation currency The fi nancial statements are presented in Ringgit Malaysia, which is the Company s functional and presentation currency. (z) Financial instruments Description A fi nancial instrument is any contract that gives rise to both a fi nancial asset of one enterprise and a fi nancial liability or equity instrument of another enterprise. A fi nancial asset is any asset that is cash, a contractual right to receive cash or another fi nancial asset from another enterprise, a contractual right to exchange fi nancial instruments with another enterprise under conditions that are A fi nancial liability is any liability that is a contractual obligation to deliver cash or another fi nancial asset to another enterprise, or to exchange fi nancial instruments with another enterprise under conditions that are potentially unfavourable. Financial instruments recognised in the balance sheet Financial instruments recognised in the balance sheet include deposits, cash and bank balances, investments, receivables, payables and borrowings. The recognition method adopted for fi nancial instruments recognised in the balance sheet is disclosed in the individual accounting policy statements associated with each item. Fair value estimation for disclosure purposes In assessing the fair value of fi nancial instruments, the Group uses a variety of methods and makes assumptions that are based on market conditions existing at each balance sheet date. In particular, the fair value of fi nancial assets and fi nancial liabilities is estimated by discounting the future contractual cash fl ows at the current market interest rate available to the Group for similar fi nancial instruments. Fair value of other investments is determined based on the market value at the balance sheet date. The face values of fi nancial assets (less any estimated credit adjustments) and financial liabilities with a maturity period of less than one year are assumed to approximate their fair values.

116 PAGE SIGNIFICANT ACCOUNTING ESTIMATES AND JUDGMENTS Estimates and judgments are continually evaluated by the Directors and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Critical accounting estimates and assumptions The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by defi nition, rarely equal the related actual results. The estimates and assumptions that have a signifi cant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next fi nancial year are outlined below. (i) Revenue recognition Revenue from sale of development properties is recognised net of discounts, based on the stage of completion method. The stage of completion is measured by reference to the physical proportion of work completed as a stage of total physical work of the project as certifi ed by duly appointed consultants. Signifi cant judgment is required in determining the stage of completion, the extent of the property development costs incurred, the estimated total property development costs to be incurred (including future common infrastructure costs) and the estimated proportion of the common infrastructure costs to be allocated to development properties. In making this judgment, the Group relies on past experience and the work of specialists. (ii) Deferred tax assets Deferred tax assets are recognised to the extent that it is probable that taxable profi ts will be available against which the deductible temporary differences or unused tax losses can be utilised. Management judgment is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and level of future taxable profi ts. Critical judgments in applying accounting policies There were no critical judgments used in applying the Group s accounting policies.

117 PAGE 116 notes to the financial statements (cont.) For the financial year ended 31 December FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES The Group is exposed to various fi nancial risks including foreign currency exchange risk, interest rate risk, credit risk, liquidity risk and cash fl ow risk in the normal course of business. The Group s overall fi nancial risk management objective is to ensure that the Group creates value for its shareholders. The Group focuses on the unpredictability of fi nancial markets and seeks to minimise potential adverse effects on the fi nancial performance of the Group. Financial risk management is carried out through risks review and internal control systems. The Board of Directors regularly reviews these risks to ensure that the Group s fi nancial risk management policies are adhered to. Foreign currency exchange risk The Group is not exposed to currency risk as foreign currency transactions entered into within the Group are minimal. Interest rate risk The Group s income and operating cash fl ows are substantially independent of changes in market interest rates. Interest rate exposure arises from the Group s borrowings and is managed through the use of fi xed and fl oating rates debts. The Group actively monitors its borrowings to ensure that the Group will benefi t most from the operating environment. Credit risk Concentration of credit risk with respect to trade receivables is limited as the ownership and rights to the properties revert to the Group in the event of default. The Group s historical experience in collection of trade receivables falls within the recorded allowances. Due to these factors, management believes that no additional credit risk beyond amounts provided for collection losses is inherent in the Group s trade receivables. Liquidity and cash flow risk Prudent liquidity risk management implies maintaining suffi cient cash and the availability of funding through an adequate amount of committed credit facilities. The Group aims at maintaining fl exibility in funding by keeping committed credit lines available.

118 PAGE REVENUE RM 000 RM 000 Group Revenue from property development 169, ,955 Interest income Land lease rental income Quarry lease rental income Rental income from investment properties 1, Rental income from properties , ,767 Company Dividend income from subsidiary companies 19,208 18,980 Interest income 8,154 8,126 Provision of management services 9,033 6,480 36,395 33,586 6 EMPLOYEE BENEFITS EXPENSES Group Compant RM 000 RM 000 RM 000 RM 000 Wages, salaries and bonus 17,926 16,439 7,757 6,700 Defi ned contribution retirement plan 2,603 2,362 1, Options over ordinary shares granted under ESOS (Note 25(a)) - 1, Other employee benefi ts 1,362 1, ,891 21,154 9,288 8,785 Employee benefi ts expenses include the remuneration of an Executive Director. At the end of the fi nancial year, there were 285 (2007: 261) employees in the Group and 66 (2007: 62) employees in the Company.

119 PAGE 118 notes to the financial statements (cont.) For the financial year ended 31 December DIRECTORS REMUNERATION The aggregate amount of emoluments received and receivable by the Directors of the Company for the fi nancial years are as follows: Group Company RM 000 RM 000 RM 000 RM 000 Executive Directors: - fees basic salaries and bonus defi ned contribution retirement plan options over ordinary shares granted under ESOS other emoluments estimated monetary value of benefi ts-in-kind Non-Executive Directors: - fees options over ordinary shares granted under ESOS other emoluments estimated monetary value of benefi ts-in-kind ,101 1,583 1,093 1,577 Directors remuneration excluding estimated monetary value of benefi ts-in-kind (Note 31) 1,006 1, ,489

120 PAGE DIRECTORS REMUNERATION (cont.) Directors of the Company have been granted options over ordinary shares under ESOS on the same terms and conditions as those offered to other employees of the Group (Note 25). The options over ordinary shares expired on 3 September Details of these options over ordinary shares granted to the Directors are as follows: Number of options over ordinary shares of RM1.00 each Exercise As at As at Grant date Expiry date price/share Granted Exercised Lapsed RM (88) (910) (998) Number of options over ordinary shares of RM1.00 each Exercise As at As at Grant date Expiry date price/share Granted Exercised Lapsed RM (500) (3) ,001 (500) (3) Number of options over ordinary shares exercisable as at balance sheet date - 998

121 PAGE 120 notes to the financial statements (cont.) For the financial year ended 31 December FINANCE COSTS Group Company RM 000 RM 000 RM 000 RM 000 Interest expense on: - revolving credit 956 3, bank overdrafts term loan 6,473 7,117 3,778 3,600 - bridging loan 1,947 1, fi nance lease advances from subsidiary companies ,842 12,442 4,509 4,355 9 PROFIT BEFORE TAX The following amounts have been (credited)/charged in arriving at profi t before tax: Group Company RM 000 RM 000 RM 000 RM 000 Interest income from: - short term deposits (291) (212) (146) (122) - subordinated bonds (176) - (176) - - advances to a jointly controlled entity (196) - (393) - - advances to subsidiary companies - - (7,439) (8,004) - sale of completed properties under instalment schemes - (199) amounts overdue from purchasers (716) (2,672) others (2,044) (1,366) - - Gain on disposal of property, plant and equipment (31) (20) (18) (20) Rental income (1,971) (2,387) - - Direct operating expenses of investment properties: - revenue generating during the fi nancial year non-revenue generating during the fi nancial year Guaranteed lease rental 1,406 1, Auditors' remuneration Statutory audit Non statutory audit fees: - tax advisory and compliance work other regulatory work Management fees paid and payable to a related party Negative goodwill Property, plant and equipment written off (Write-back)/provision for penalty charges (2,500) 2,

122 PAGE TAX EXPENSE Group Company RM 000 RM 000 RM 000 RM 000 Current tax: - Malaysian tax 5,504 8,817 4,288 7 Deferred tax (Note 20) (3,661) 2,285 (8) (49) 1,843 11,102 4,280 (42) Current tax Current fi nancial year 5,603 8,511 4,288 - (Over)/underaccrual in prior fi nancial years (net) (99) ,504 8,817 4,288 7 Deferred tax Origination and reversal of temporary differences (3,426) 2, (49) (Over)/underaccrual in prior fi nancial years (net) (41) 19 (37) (1) Change in income tax rate (194) (3,661) 2,285 (8) (49) 1,843 11,102 4,280 (42) The numerical reconciliation between the average effective tax rate of the Group and Company and the Malaysian tax rate is as follows: Group Company % % % % Malaysian tax rate Tax effects of: - expenses not deductible for tax purposes income not subject to tax (7) - (4) (21) - current year s tax loss not recognised lower tax rate resulting from restatement of land costs for tax purposes (193) (29) utilisation of previously unrecognised tax losses share of results of jointly controlled entities group tax relief - - (4) (12) - overaccrual of current tax in prior fi nancial years (17) overaccrual of deferred tax in prior fi nancial years (7) change in income tax rate (42) others Average effective tax rate

123 PAGE 122 notes to the financial statements (cont.) For the financial year ended 31 December TAX EXPENSE (cont.) Included in tax expense of the Group are tax savings from utilisation of current fi nancial year s tax losses of subsidiary companies amounting to RM733,000 (2007: RM9,066,000). 11 EARNINGS AND NET ASSETS PER SHARE (a) Earnings per share ( EPS ) Basic EPS Basic EPS of the Group is calculated by dividing the (loss)/profi t attributable to equity holders of the Company for the fi nancial year by the weighted average number of ordinary shares in issue during the fi nancial year, excluding ordinary shares acquired by the Company and held as treasury shares (Loss)/profi t attributable to equity holders of the Company for the fi nancial year (RM 000) (3,462) 46,611 Weighted average number of ordinary shares in issue ( 000) 241, ,343 Basic EPS (sen) (1.43) 19.6 Diluted EPS For the diluted EPS calculation, the weighted average number of ordinary shares in issue is adjusted to assume conversion of all dilutive potential ordinary shares. The Group s dilutive potential ordinary shares are in respect of options over ordinary shares granted to employees. In respect of options over ordinary shares granted to employees, a calculation is done to determine the number of ordinary shares that could have been acquired at fair value (determined as the average share price of the Company s shares) based on the monetary value of the subscription rights attached to outstanding options over ordinary shares. The number of ordinary shares calculated is compared with the number of ordinary shares that would have been issued assuming the exercise of the options over ordinary shares. The difference is added to the denominator as an issue of ordinary shares for no consideration. This calculation serves to determine the bonus element in the ordinary shares outstanding for the purpose of computing the dilution. No adjustment is made to profi t for the fi nancial year attributable to equity holders of the Company for the options over ordinary shares calculation.

124 PAGE EARNINGS AND NET ASSETS PER SHARE (cont.) (a) Earnings per share ( EPS ) (cont.) The options over ordinary shares granted to employees expired on 3 September Accordingly, diluted earnings per share information is not presented in the fi nancial statements Profi t attributable to equity holders of the Company for the fi nancial year (RM 000) N/A 661 Weighted average number of ordinary shares in issue (diluted) ( 000) N/A 238,471 Diluted EPS (sen) N/A (b) Net assets per share attributable to equity holders of the Company The net assets per share attributable to equity holders of the Company is calculated by dividing the capital and reserves attributable to equity holders of the Company of RM816,388,192 (2007: RM832,830,978) at the end of the fi nancial year by the issued share capital of 241,303,433 shares, (which is net of 401,800 treasury shares) (2007: 241,247,933 shares, (which is net of 401,800 treasury shares)) of the Company at the end of the fi nancial year. 12 DIVIDEND PER SHARE Dividends declared and proposed for the fi nancial year are as follows: Group Company Gross Gross dividend Amount of dividend Amount of per share net dividend per share net dividend Sen RM 000 Sen RM 000 Interim dividend paid, less income tax of 26% ,464 Proposed fi nal dividend, less income tax of 25% (2007: 26%) 2.5 4, , , ,856 At the forthcoming Annual General Meeting ( AGM ) on 24 June 2009, a fi nal dividend of 2.5 sen (2007: 7.5 sen) gross per ordinary share on 241,303,433 ordinary shares (which is net of 401,800 treasury shares), less income tax of 25%, in respect of the fi nancial year ended 31 December 2008 will be proposed for shareholders approval. This fi nal net dividend amounts to RM4,524,439. These fi nancial statements do not refl ect this fi nal dividend as a liability. The fi nal dividend will be accrued as a liability only after it has been approved by the shareholders at the forthcoming AGM.

125 PAGE 124 notes to the financial statements (cont.) For the financial year ended 31 December PROPERTY, PLANT AND EQUIPMENT As at Disposals/ As at Additions write-off Transfer* RM 000 RM 000 RM 000 RM 000 RM 000 Group 2008 Cost/Valuation Freehold land 327, (6,880) 320,737 Buildings 17, (5,220) 11,868 Furniture, fi ttings and equipment 7, (178) - 7,915 Motor vehicles 3, (322) - 3,123 Plant and machinery 20 - (20) - - Stable and equestrian equipment , (520) (12,100) 343,740 Charge for As at the financial Disposals/ As at year write-off Transfer* RM 000 RM 000 RM 000 RM 000 RM 000 Accumulated depreciation Freehold land Buildings 8, (2,605) 6,682 Furniture, fi ttings and equipment 6, (174) - 6,638 Motor vehicles 1, (178) - 1,413 Plant and machinery 20 - (20) - - Stable and equestrian equipment ,074 1,733 (372) (2,605) 14,830 As at Disposals/ As at Additions write-off Transfer* RM 000 RM 000 RM 000 RM 000 RM 000 Group 2007 Cost/Valuation Freehold land 332, (4,691) 327,617 Buildings 17, ,045 Furniture, fi ttings and equipment 7, (1,068) - 7,624 Motor vehicles 2, (478) - 3,104 Plant and machinery Stable and equestrian equipment ,248 1,496 (1,546) (4,691) 355,507 * Freehold land and building with net book values of RM6,879,605 (2007: RM4,691,138) and RM3,180,170 (2007: Nil) respectively were transferred to investment properties (Note 14). Building with book value of RM564,947 (2007: Nil) was transferred from completed properties.

126 PAGE PROPERTY, PLANT AND EQUIPMENT (continued) Charge for As at the financial Disposals/ As at year write-off RM 000 RM 000 RM 000 RM 000 Accumulated depreciation Freehold land Buildings 7, ,437 Furniture, fi ttings and equipment 6, (1,059) 6,249 Motor vehicles 1, (476) 1,271 Plant and machinery Stable and equestrian equipment ,956 1,653 (1,535) 16,074 As at As at RM 000 RM 000 Group Net book value Freehold land 320, ,617 Buildings 5,186 8,608 Furniture, fi ttings and equipment 1,277 1,375 Motor vehicles 1,710 1,833 Plant and machinery - - Stable and equestrian equipment , ,433 As at As at Additions Disposal RM 000 RM 000 RM 000 RM 000 Company 2008 Cost Furniture, fi ttings and equipment 1, ,424 Motor vehicles 2, (266) 2,584 3, (266) 4,008

127 PAGE 126 notes to the financial statements (cont.) For the financial year ended 31 December PROPERTY, PLANT AND EQUIPMENT (cont.) Charge for As at the financial Disposals/ As at year write-off RM 000 RM 000 RM 000 RM 000 Accumulated depreciation Furniture, fi ttings and equipment ,049 Motor vehicles (122) 932 1, (122) 1,981 As at Disposals/ As at Additions write-off RM 000 RM 000 RM 000 RM 000 Company 2007 Cost Furniture, fi ttings and equipment 2, (1,022) 1,316 Motor vehicles 2, (478) 2,523 4, (1,500) 3,839 Charge for As at the financial Disposals/ As at year write-off RM 000 RM 000 RM 000 RM 000 Accumulated depreciation Furniture, fi ttings and equipment 1, (1,013) 888 Motor vehicles (477) 753 2, (1,490) 1,641 As at As at RM 000 RM 000 Company Net book value Furniture, fi ttings and equipment Motor vehicles 1,652 1,770 2,027 2,198

128 PAGE PROPERTY, PLANT AND EQUIPMENT (cont.) The freehold land of the Group was revalued by the Directors in 1990 based on a valuation carried out by an independent fi rm of professional valuers using the comparison method basis. The book value of freehold land was adjusted to refl ect the revaluation and the revaluation surplus arising thereof was credited to revaluation reserves. A certain portion of the freehold land of the Group was revalued again by the Directors in 1996 based on a valuation carried out by an independent fi rm of professional valuers using the open market valuation basis and as approved by Securities Commission. The book value of freehold land was adjusted to refl ect the revaluation and the revaluation surplus arising thereof was credited to revaluation reserves. Group RM 000 RM 000 The freehold land consists of the following: At cost or valuation Land, at 1990 valuation 19,113 19,113 Land, at 1996 valuation 297, ,858 Development expenditures, at cost 3,646 3, , ,617 If the freehold land had been determined in accordance with the historical cost convention, the cost of the freehold land for the Group is RM14,815,583 (2007: RM15,675,056). Acquisition of property, plant and equipment of the Group and Company was fi nanced by: Kumpulan Syarikat RM 000 RM 000 RM 000 RM 000 Cash Finance lease , The net book value of motor vehicles under fi nance leases at the balance sheet dates was RM946,646 (2007: RM1,134,776) and these motor vehicles were pledged as security under fi nance lease arrangement (Note 28).

129 PAGE 128 notes to the financial statements (cont.) For the financial year ended 31 December INVESTMENT PROPERTIES Group RM 000 RM 000 Net book value At beginning of the fi nancial year 6,843 - Transfer from property, plant and equipment (Note 13) 10,060 4,691 Transfer from completed properties - 2,152 Transfer from property development costs (Note 22) Depreciation (108) - At end of the fi nancial year 17,258 6,843 Cost 19,971 6,843 Accumulated depreciation (2,713) - Net book value 17,258 6,843 The fair value of the properties was estimated at RM38,740,000 (2007: RM18,740,000) based on valuation by independent professionally qualifi ed valuers and internal valuation. Valuations were based on current prices in an active market for all properties. Investment properties with book value of RM462,635 (2007: Nil) has been pledged as security for borrowings (Note 28). 15 INVESTMENTS IN SUBSIDIARY COMPANIES Group RM 000 RM 000 Unquoted shares, at cost 451, ,478 Details of the subsidiary companies, all of which were incorporated in Malaysia, are as follows: Group s effective interest Name of company Principal activities % Seri Alam Properties Sdn Bhd Property development * UM Leisure Sdn Bhd General trading ^ UM Land Assets Sdn Bhd Property investment

130 PAGE INVESTMENTS IN SUBSIDIARY COMPANIES (cont.) Group s effective interest Name of company Principal activities % % UM Land Bena Sdn Bhd Property development and related activities Country Equity Sdn Bhd Investment holding ^ UM Development Sdn Bhd Property development and related activities UM Residences Sdn Bhd Development of serviced apartments Suasana Sentral Two Sdn Bhd Property development and related activities ^ Dynasty View Sdn Bhd Property development and related activities ^ Exquisite Skyline Sdn Bhd Property development and related activities ^ Exquisite Mode Sdn Bhd Property development and related activities ** Clear Dynamic Sdn Bhd Property development and related activities ** Extreme Consolidated Sdn Bhd Property development and related activities Subsidiary companies of Seri Alam Properties Sdn Bhd * PMS Services Sdn Bhd Project management * Seri Alam Hotel Resort Sdn Bhd General trading Seri Alam Leisure Sdn Bhd Investment holding Subsidiary company of Seri Alam Leisure Sdn Bhd # Seri Alam Golf & Equestrian Club Operation of a recreational Sdn Bhd club and related activities

131 PAGE 130 notes to the financial statements (cont.) For the financial year ended 31 December INVESTMENTS IN SUBSIDIARY COMPANIES (cont.) Group s effective interest Name of company Principal activities % % Subsidiary company of Country Equity Sdn Bhd Bangi Heights Development Property development and Sdn Bhd property investment Subsidiary company of UM Land Assets Sdn Bhd Ipjora Holdings Sdn Bhd Developing, building,owning and operating serviced Subsidiary company consolidated using the merger method of accounting. * These subsidiary companies have not commenced operations. # This subsidiary company has ceased operations. ** These subsidiary companies were acquired during the fi nancial year for a cash consideration of RM2, representing its entire issued and paid-up share capital of 2 ordinary shares of RM1 each. ^ During the fi nancial year, the paid-up share capital of these subsidiaries were increased as follows: I Increased As at during the As at financial year RM RM RM UM Land Assets Sdn Bhd 2 249, ,000 UM Development Sdn Bhd 500,000 2,000,000 2,500,000 Dynasty View Sdn Bhd 9,250,000 20,750,000 30,000,000 Exquisite Skyline Sdn Bhd 250,000 2,750,000 3,000,000 Exquisite Mode Sdn Bhd 2 99, ,000

132 PAGE INVESTMENTS IN SUBSIDIARY COMPANIES (continued) (a) Acquisition of a subsidiary company On 1 December 2008, UM Land Assets Sdn Bhd, a wholly-owned subsidiary of the Company acquired 3,600,000 ordinary shares of RM1.00 each and 36,000 cumulative redeemable preference shares of RM1.00 each representing 60% of the entire issued and paid-up share capital of Ipjora Holdings Sdn Bhd for a cash consideration of RM5,309,882, UM Land Assets Sdn Bhd owned 40% equity interest in Ipjora Holdings Sdn Bhd prior to this acquisition. For the month of December 2008, the acquired subsidiary company contributed loss for the fi nancial year of RM25,455 to the Group s results. If the acquisition had occurred on 1 January 2008, the Group s loss for the fi nancial year would have been RM3,454,861 The assets and liabilites arising from the acquisition are as follows: Fair value recognised on acquisition RM 000 Acquiree s carrying amount RM 000 Identifiable assets and liabilities Land held for property development 5,400 4,800 Tax recoverable 2 2 Trade and other receivables Cash and bank balances Total assets 5,482 4,882 Other payables (168) (168) Total liabilities (168) (168) Identifi able net assets acquired 5,314 4,714 Negative goodwill (4) Cost of acquisition 5,310 The effects of the acquisition on the cash fl ows of the Group are as follows: RM 000 Purchase consideration satisfi ed by cash 5,310 Less: Cash and cash equivalents in the subsidiary company acquired (111) Net cash outfl ow of the Group 5,199

133 PAGE 132 notes to the financial statements (cont.) For the financial year ended 31 December INVESTMENT IN AN ASSOCIATE RM 000 RM 000 Group Share of net assets of an associate - 3,142 The summarised fi nancial information of the associate is as follows: Results Revenue Profi t after tax Assets and liabilities Non-current assets Current assets Current liabilities - 8, (280) Net assets - 7,855 Details of the associate, which was incorporated in Malaysia, is as follows: Group s effective interest Name of company Principal activities % % Ipjora Holdings Sdn Bhd Developing, building, owning - 40 and operating serviced apartments

134 PAGE INVESTMENTS IN JOINTLY CONTROLLED ENTITIES RM 000 RM Group Share of net assets of jointly controlled entities 19,799 20,115 Company Unquoted shares, at cost 20,000 20,000 The summarised fi nancial information of the jointly controlled entities is as follows: Results Revenue 7,764 3,743 (Loss)/profi t after tax (639) 78 Assets and liabilities Non-current assets Current assets 131, ,575 Current liabilities (92,361) (6,503) Non-current liabilities (1) (80,000) Net assets 39,586 40,225 Details of the jointly controlled entities, which were incorporated in Malaysia, are as follows: Group s effective interest Name of company Principal activities % % Alpine Return Sdn Bhd Property development and related activities SSBC Sdn Bhd Letting and marketing Somerset Seri Bukit Ceylon serviced residences

135 PAGE 134 notes to the financial statements (cont.) For the financial year ended 31 December OTHER INVESTMENTS Group Company RM 000 RM 000 RM 000 RM 000 Unquoted shares, at cost Unquoted subordinated bonds, at cost 6,000 6,000 6,000 6,000 Less: Accumulated impairment loss (2,901) (928) (2,901) (928) 3,099 5,072 3,099 5,072 3,108 5,081 3,099 5,072 The fair value of the unquoted bonds as at the fi nancial year end approximates the carrying amount. 19 LAND HELD FOR PROPERTY DEVELOPMENT Group RM 000 RM 000 At beginning of the fi nancial year 163, ,294 Acquisition of subsidiary company (Note 15(a) 9,000 - Transfer to property development costs (Note 22) - (10,320) At end of the financial year 172, ,974 Land held for property development with book value of RM142,058,880 (2007: RM143,298,647) has been pledged as security for borrowings (Note 28). The fair value of the land held for property development recognised from the acquisition of subsidiary company is RM9,000,000.

136 PAGE OTHER INVESTMENTS Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when the deferred taxes relate to the same tax authority. The following amounts, determined after appropriate offsetting, are shown in the balance sheet: Group Company RM 000 RM 000 RM 000 RM 000 Deferred tax assets: - subject to income tax 6,629 3, subject to real property gains tax ( RPGT ) 9,893 10, ,522 14, Deferred tax liabilities: - subject to income tax (10,828) (12,084) subject to RPGT (10,828) (12,084) - - 5,694 2, At beginning of the fi nancial year: 2,033 (11,866) Credited/(charged) to income statement (Note 10): - property, plant and equipment 13 (84) (1) (43) - land held for property development property development costs 462 (4,346) interest capitalised 1,826 1, receivables (31) 28 - payables tax losses 943 (219) - - 3,661 (2,285) 8 49 Reversal to revaluation reserve - property, plant and equipment - 16, At end of the fi nancial year 5,694 2,

137 PAGE 136 notes to the financial statements (cont.) For the financial year ended 31 December DEFERRED TAX (cont.) Group Company RM 000 RM 000 RM 000 RM 000 Subject to income tax: Deferred tax assets (before offsetting): - property, plant and equipment property development costs interest capitalised 5,129 3, receivables payables tax losses ,694 4, Offsetting (1,065) (687) (76) (75) Deferred tax assets (after offsetting) 6,629 3, Deferred tax liabilities (before offsetting): - property, plant and equipment (125) (123) (76) (75) - land held for property development (9,305) (9,352) property development costs (2,389) (3,208) interest capitalised (74) (88) - - (11,893) (12,771) (76) (75) Offsetting 1, Deferred tax liabilities (after offsetting) (10,828) (12,084) - - Subject to RPGT: Deferred tax assets: - property development costs 9,893 10, The amount of unused tax losses (with no expiry date) for which no deferred tax asset is recognised in the balance sheet is as follows: Group Company RM 000 RM 000 RM 000 RM 000 Tax losses 98,528 98,

138 PAGE COMPLETED PROPERTIES Completed properties with book value of RM25,911,545 (2007: RM34,402,002) have been pledged as security for borrowings (Note 28). 22 PROPERTY DEVELOPMENT COSTS Group RM 000 RM 000 At beginning of the financial year Freehold land - at cost 100,176 90,512 - at valuation 56,445 62,079 Development costs incurred 425, ,953 Accumulated costs charged to income statement (261,547) (264,482) 320, ,062 Costs incurred during the financial year Acquisition of land 47,000 23,600 Development costs incurred 112, ,039 Transfer from land held for property development (Note 19) - 10,320 Transfer to investment properties (Note 14) (463) - Transfer to completed properties (11,397) (71,688) Accumulated costs charged to income statement (76,084) (188,431) 71,248 (58,160) At end of the financial year Freehold land - at cost 103, ,176 - at valuation 52,386 56,445 Development costs incurred 306, ,828 Accumulated costs charged to income statement (70,251) (261,547) 392, ,902 The freehold land at valuation was transferred from Property, plant and equipment to Property development costs at its carrying amounts. The Directors have applied the transitional provision issued by MASB on adoption of FRS 116 Property, Plant and Equipment, which allows these assets to be stated at their 1990 and 1996 valuations. Accordingly, the carrying amounts have not been updated. Included in the development costs incurred during the fi nancial year is interest capitalised amounting to RM3,387,353 (2007: RM5,779,704). Property development costs with book value of RM152,033,090 (2007: RM135,126,106) have been pledged as security for borrowings (Note 28).

139 PAGE 138 notes to the financial statements (cont.) For the financial year ended 31 December TRADE AND OTHER RECEIVABLES Group Company RM 000 RM 000 RM 000 RM 000 Trade receivables Third parties 77,210 84, Related parties: Related companies Persons related to a Director Accrued billings in respect of property development 23, , Accrued rental income from investment properties 1, , , Less: Allowance for doubtful debts Third parties (10,821) (9,478) (297) (297) Trade receivables, net 91, , Other receivables Other receivables 6,644 9, ,695 Less: Allowance for doubtful debts (603) (517) - - 6,041 8, ,695 Amounts due from related parties: Subsidiary companies , ,173 Associate Jointly controlled entities 5,423 2,358 5,550 1,848 Related companies ,429 2, , ,022 Deposits 4,278 3, Prepayments 673 2, ,380 8, , , , , , ,818

140 PAGE TRADE AND OTHER RECEIVABLES (cont.) (a) Amounts due from related parties (Trade receivables) All related parties receivable are unsecured, non-interest bearing, repayable on demand and are to be settled in cash. (b) Amounts due from related parties (Other receivables) Amounts due from subsidiary companies bear interest ranging from 7.50% to 8.50% (2007: 7.75% to 8.75%) per annum as at fi nancial year end. Amount due from a jointly controlled entity bears interest of 7.50% (2007: Nil) per annum as at fi nancial year end. Other related parties receivable are non-interest bearing. All related parties receivable are unsecured, repayable on demand and are to be settled in cash. 24 DEPOSITS, BANK AND CASH BALANCES Group Company RM 000 RM 000 RM 000 RM 000 Bank and cash balances 29,787 25,509 1,808 20,136 Bank balances under Housing Development Accounts ( HDA ) 29,240 51, Bank balances under sinking fund 1,215 1, Fixed deposits 63, ,747 78,011 1,808 20,136 The effective weighted average interest rates of deposits and bank balances as at the balance sheet dates were as follows: Group Company % p.a. % p.a. % p.a. % p.a. Bank balances Bank balances under HDA Bank balances under sinking fund Fixed deposits Bank balances are deposits held at call with banks.

141 PAGE 140 notes to the financial statements (cont.) For the financial year ended 31 December DEPOSITS, BANK AND CASH BALANCES (cont.) The subsidiary companies bank balances under Housing Development Accounts are not freely remissible to the Company until the issuance of the Certifi cate of Fitness for the respective housing developments and with the approval of the Controller of Housing after deducting certain sums of monies as specifi ed in Housing Development (Control and Licensing) Act 1966, Housing Developers (Housing Development Account)(Amendment) Regulations 2002, Regulation 9. The sinking fund, which is established in accordance with the terms stipulated in the loan agreement, represents deposits with a bank which will be utilised for the repayment of term loan and bridging loan of a subsidiary company. 25 SHARE CAPITAL Group and Company RM 000 RM 000 Authorised: Ordinary shares of RM1.00 each, at beginning and end of the fi nancial yea r 500, ,000 Issued and fully paid: Ordinary shares of RM1.00 each At beginning of the fi nancial year 241, ,347 Issued during the fi nancial year pursuant to ESOS 55 9,303 At end of the fi nancial year 241, ,650 (a) EMPLOYEES SHARE OPTION SCHEME ( ESOS ) The Company s ESOS is governed by the by-laws approved by the shareholders at an Extraordinary General Meeting ( EGM ) held on 25 June The ESOS was implemented on 4 September 2003 and is to be in force for a period of 5 years from the date of implementation. The ESOS expired on 3 September The existing by-laws of the ESOS were amended to effect certain amendments to the material terms of the by-laws and also to allow the Non-Executive Directors to participate in the ESOS. The amendments to the existing ESOS by-laws and granting of options over ordinary shares to Non-Executive Directors were approved by the shareholders at an EGM held on 20 June 2006.

142 PAGE SHARE CAPITAL (continued) (a) EMPLOYEES SHARE OPTION SCHEME ( ESOS ) (cont.) The main features of the ESOS are as follows: (i) The maximum number of new ordinary shares of the Company which may be available under the scheme shall not in aggregate exceed 15% of the issued and paid-up share (ii) Subject to the eligibility criteria as may be set by the Option Committee taking into consideration amongst others, length of service, performance and seniority, an eligible participant shall be eligible to participate in the scheme; (iii) The maximum number of new ordinary shares of the Company that may be offered and allotted to an eligible participant shall be determined at the discretion of the Option Committee taking into consideration the contribution and performances, seniority and years of service of the eligible participant. The allocation to the Directors and senior management the scheme. Not more than 10% of the new ordinary shares of the Company available under the scheme should be allocated to any eligible participant who, either singly or collectively, through persons connected with the eligible participant, holds 20% or more of the issued and paid-up capital of the Company; (iv) The option price shall be determined by the Option Committee based on the 5-day weighted average market price of the ordinary shares of the Company immediately preceding the Offer Date of the options over ordinary shares, with an allowance for a discount of not more than 10% or such other limit as may be permitted from time to time by Bursa Malaysia Securities and/or any other relevant authorities, or at the par value of the ordinary shares of the Company, whichever is higher; (v) The scheme shall be in force for a period of 5 years commencing from 4 September Upon the expiry of the scheme, and subject to the provisions of the Listing Requirements of Bursa Malaysia Securities Berhad and the requirements of any other authorities, if any, the Board shall have the discretion to extend the duration of the scheme provided that any extension of the scheme shall be for a maximum duration of 5 years; (vi) The new ordinary shares of the Company to be allotted upon any exercise of any options over ordinary shares granted shall the Company so allotted will not be entitled to any dividends, rights, allotments and/or other distributions unless such new ordinary shares of the Company meet the conditions as specifi ed in the bylaws of the ESOS.

143 PAGE 142 notes to the financial statements (cont.) For the financial year ended 31 December SHARE CAPITAL (cont.) (a) EMPLOYEES SHARE OPTION SCHEME ( ESOS ) (continued) During the fi nancial year, 55,500 (2007: 9,303,100) new ordinary shares of RM1.00 each were issued by the Company at exercise prices ranging from RM1.31 to RM1.61 (2007: RM1.31 to RM1.99) per share for cash by virtue of the exercise of options over ordinary shares pursuant to the Company s ESOS. The new shares issued during the fi nancial year ranked pari passu in all respects with the existing ordinary shares of the Company. The movements during the fi nancial year in the number of options over ordinary shares of the Company were as follows: Exercise As at As at Grant date Expiry date price/share Granted Exercised Lapsed RM * (52) (126) (3) (169) , (1,268) - 1,618 - (55) (1,563) - Exercise As at As at Grant date Expiry date price/share Granted Exercised Lapsed RM * 9,243 - (8,781) (284) (515) (4) ,276 (7) (1) 1,268 9,243 1,967 (9,303) (289) 1, Number of options over ordinary shares exercisable as at balance sheet date - 1,618 * As allowed by transitional provisions in FRS 2, the recognition and measurement principles in FRS 2 have not been applied to this grant as it was granted before 31 December 2004.

144 PAGE SHARE CAPITAL (cont.) (a) EMPLOYEES SHARE OPTION SCHEME ( ESOS ) (continued) The weighted average share price during the fi nancial year was RM1.27 (2007: RM2.31) per share. The fair values of options over ordinary shares granted during the fi nancial year ended 31 December 2007 were determined using the Black Scholes valuation model. The fair values of options over ordinary shares measured at grant date and the assumptions were as follows: 2007 Exercise price (RM) Fair value of options over ordinary shares (RM) Share price as at grant date (RM) Expected volatility (%) Expected option life (months) Expected dividend yield (%) Risk-free interest rate (% per annum) The expected volatility measured at the standard deviation of continuously compounded share return is based on statistical analysis of daily share prices over the past three years from the grant date. The expected volatility refl ects the assumption that the historical volatility is indicative of future trends, which may not necessarily be the actual outcome. No other features of the options over ordinary shares granted were incorporated into the measurement of fair value. The expense in respect of options over ordinary shares granted under ESOS charged to the income statements of the Group and Company during the fi nancial year ended 31 December 2007 amounted to RM1,145,364 and RM691,657 respectively. (b) TREASURY SHARES In previous fi nancial years, the Company had cumulatively repurchased 401,800 of its issued ordinary shares from the open market on Bursa Malaysia Securities at the average price of RM1.14 per share. These repurchases were fi nanced by internally generated funds. These shares repurchased are being held as treasury shares as allowed under Section 67A of Companies Act, None of these treasury shares has been sold. As at 31 December 2008, the number of outstanding shares in issue which are fully paid is 241,303,433 (net of 401,800 treasury shares) (2007: 241,247,933 (net of 401,800 treasury shares)) ordinary shares of RM1.00 each.

145 PAGE 144 notes to the financial statements (cont.) For the financial year ended 31 December RESERVES Group Company RM 000 RM 000 RM 000 RM 000 Non-distributable Share premium 63,971 63,950 63,971 63,950 Revaluation reserves 243, , Share option reserve Merger reserve , , , , , ,992 Capital reserves: - Merger defi cit (41,625) (41,625) - - Treasury shares (Note 25) (463) (463) (463) (463) 264, , , ,529 Distributable Retained earnings 236, ,933 53,292 53,623 Revaluation reserves* 73,101 69,797 15,256 15, , ,730 68,548 68, , , , ,408 * This represents the accumulated revaluation reserves which have already been realised. 27 LONG TERM TRADE PAYABLE Group RM 000 RM 000 Current 3,000 - Later than 1 year but not later than 2 years 4,000 - Later than 2 years but not later than 5 years 10,000-14,000-17,000 - Long term trade payable is the consideration payable to a land owner for granting the exclusive right to a subsidiary company to develop and selling of serviced residences. The consideration is payable over the next three years. The consideration payable within twelve months amounting to RM3,000,000 (2007: RM Nil) is included in Trade and other payables in current liabilities. The fair value of this long term trade payable as at the balance sheet date is RM12,384,756 (2007: Nil). The fair value is estimated based on future contractual cash fl ows discounted at the interest rates ranging from 4.55% to 4.65% (2007: Nil) per annum.

146 PAGE BORROWINGS Group Company RM 000 RM 000 RM 000 RM 000 Non-current Secured Bridging loan 34,904 25, Term loan 39,200 64, Finance lease liabilities ,668 89, Unsecured Term loan 60,000 60,000 60,000 60, , ,868 60,564 60,825 Current Secured Bank overdrafts 10,049 14, Revolving credit 44,000 43, Bridging loan 6,563 15, Term loan 28,344 22, Finance lease liabilities ,216 95, Unsecured Bank overdrafts 4,949-4,949 - Revolving credit 45,500 5,000 45,500 5, , ,004 50,709 5,248 Total Bank overdrafts 14,998 14,356 4,949 - Revolving credit 89,500 48,000 45,500 5,000 Bridging loan 41,467 40, Term loan 127, ,400 60,000 60,000 Finance lease liabilities 824 1, , , , ,273 66,073 The borrowings are secured by the following: Property, plant and equipment (Note 13) 947 1, ,135 Investment properties (Note 14) Land held for property development (Note 19) 142, , Completed properties (Note 21) 25,912 34, Property development costs (Note 22) 152, , , , ,135

147 PAGE 146 notes to the financial statements (cont.) For the financial year ended 31 December BORROWINGS(continued) Weighted average Total Maturity profile interest rate carrying at balance sheet date amount < 1 year 1 5 years % p.a. RM 000 RM 000 RM 000 Group 2008 Bank overdrafts ,998 14,998 - Revolving credit ,500 89,500 - Term loan ,344 28,344 - Bridging loan ,467 6,563 34,904 Term loan ,200-39,200 Term loan ,000-60,000 Finance lease liabilities , , , Bank overdrafts ,356 14,356 - Revolving credit ,000 48,000 - Term loan ,400 22,400 - Bridging loan ,043 15,000 25,043 Term loan ,000-64,000 Term loan ,000-60,000 Finance lease liabilities , , , ,868 Company 2008 Bank overdrafts ,949 4,949 - Revolving credit ,500 45,500 - Term loan ,000-60,000 Finance lease liabilities ,273 50,709 60, Revolving credit ,000 5,000 - Term loan ,000-60,000 Finance lease liabilities , ,073 5,248 60,825

148 PAGE BORROWINGS(cont.) The net exposure of borrowings of the Group and Company to interest rate changes and the periods in which the borrowings reprice are as follows: Weighted average Total Floating Fixed interest rate carrying interest rate interest rate at balance sheet date amount < 1 year 1 5 years % p.a. RM 000 RM 000 RM 000 Group 2008 Bank overdrafts ,998 14,998 - Revolving credit ,500 89,500 - Term loan ,344 28,344 - Bridging loan ,467 41,467 - Term loan ,200 39,200 - Term loan ,000-60,000 Finance lease liabilities , ,509 60, Bank overdrafts ,356 14,356 - Revolving credit ,000 48,000 - Term loan ,400 22,400 - Bridging loan ,043 40,043 - Term loan ,000 64,000 - Term loan ,000-60,000 Finance lease liabilities ,073-1, , ,799 61,073 Company 2008 Bank overdrafts ,949 4,949 - Revolving credit ,500 45,500 - Term loan ,000-60,000 Finance lease liabilities ,273 50,449 60, Revolving credit ,000 5,000 - Term loan ,000-60,000 Finance lease liabilities ,073-1,073 66,073 5,000 61,073

149 PAGE 148 notes to the financial statements (cont.) For the financial year ended 31 December BORROWINGS (cont.) (a) Unsecured term loan of RM20 million represents primary collateralised loan obligation entered by the Company in The term loan is subject to fi xed interest rate of 6.13% per annum and is repayable in one lump sum in September The fair value of this long term loan as at the balance sheet date is RM20,597,628 (2007: RM20,438,229). The fair value is estimated based on future contractual cash fl ows discounted at the interest rate of 4.55% (2007: 5.33%) per annum. (b) Unsecured term loan of RM40 million represents primary collateralised loan obligation entered by the Company in The term loan is subject to fi xed interest rate of 6.38% per annum and is repayable in one lump sum in January The fair value of this long term loan as at the balance sheet date is RM42,211,596 (2007: RM41,547,652). The fair value is estimated based on future contractual cash fl ows discounted at the interest rate of 4.65% (2007: 5.40%) per annum. (c) The fair value of the non-current fi nance lease liabilities as at the balance sheet date is RM538,817 (2007: RM787,275). The fair value is estimated based on future contractual cash fl ows discounted at the interest rates ranging from 4.17% to 4.88% (2007: 4.17% to 4.88%) per annum. The carrying amount of all other borrowings (except fi nance lease liabilities) of the Group and Company at the balance sheet dates approximates their fair values. The minimum lease payments at the balance sheet dates are as follows: Group and Company RM 000 RM 000 Future minimum lease payments: Not later than 1 year Later than 1 year and not later than 5 years Total future minimum lease payments 881 1,173 Less: Future fi nance charges (57) (100) Present value of fi nance lease liabilities 824 1,073 Analysis of present value of finance lease liabilities Not later than 1 year Later than 1 year and not later than 5 years ,073

150 PAGE TRADE AND OTHER PAYABLES Group Company RM 000 RM 000 RM 000 RM 000 Trade payables 35,734 31, Trade accruals 21,203 46, Amounts due to related parties: Subsidiary companies - - 1, Related companies Payroll liabilities 3,938 3,509 1,742 1,418 Other payables and accruals 8,743 9,701 2,354 2,527 69,683 91,763 5,225 4,479 Credit terms of trade payables granted to the Group vary from no credit terms to 60 days. Amounts due to subsidiary companies bear interest ranging from 5.45% to 7.50% (2007: 7.75%) per annum as at fi nancial year end. Amounts due to related companies are non-interest bearing. All related parties payable are unsecured, repayable on demand and are to be settled in cash. 30 PROVISION Group RM 000 RM 000 Property development costs At beginning of the fi nancial year 2, Provision for property development costs - 2,530 Utilised during the fi nancial year - (68) Reversal of unutilised provision (2,500) (67) At end of the fi nancial year 78 2,578 This represents development costs estimated to be incurred. This provision will be utilised when the designated development activities take place.

151 PAGE 150 notes to the financial statements (cont.) For the financial year ended 31 December RELATED PARTY TRANSACTIONS (a) In addition to the related party disclosures mentioned elsewhere in the fi nancial statements, set out below are transactions with related parties during the fi nancial year: Group Company RM 000 RM 000 RM 000 RM 000 Transactions with subsidiary companies Dividend income ,208 18,980 Expenses paid on behalf by Interest income - - 7,439 8,004 Interest expense Payment made on behalf for ,209 40,160 Provision of management services - - 9,033 6,480 Transactions with jointly controlled entities Interest income Rental income 1,199 1, Payment made on behalf for 3,310 15,584 3,310 15,584 Transactions with a corporate shareholder, Tradewinds Corporation Berhad and its related companies Purchase of goods and procurement of services 1,116 1,016 1, Transactions with a corporate shareholder, Chee Tat Holdings (S) Pte Ltd and its related companies Rental income Transactions with a corporate shareholder, CapitaLand Limited and its related companies Procurement of management services Rental expenses

152 PAGE RELATED PARTY TRANSACTIONS (cont.) Group Company RM 000 RM 000 RM 000 RM 000 Transactions with a Director of the Company Progress billings for sale of properties Transactions with persons/company related to Directors of the Company Progress billings for sale of properties 1, Procurement of marketing services* Rental income * The Group had entered into a transaction with Rhino Development Sdn Bhd, a company owned by the brother in-law of a Director of the Company. The amounts that remained outstanding as at 31 December 2008 in respect of the above transactions with related parties are shown in Notes 23 and 29 to the fi nancial statements. (b) Compensation of key management personnel The remuneration of Directors and other members of key management during the fi nancial year are as follows: Group Company RM 000 RM 000 RM 000 RM 000 Short term employee benefi ts 2,479 2,409 2,459 2,403 Defi ned contribution retirement plan Options over ordinary shares granted under ESOS ,769 3,204 2,749 3,198 Included in the total remuneration of key management personnel are: Group Company RM 000 RM 000 RM 000 RM 000 Directors remuneration (Note 7) 1,006 1, ,489

153 PAGE 152 notes to the financial statements (cont.) For the financial year ended 31 December RELATED PARTY TRANSACTIONS (cont.) (b) Compensation of key management personnel (continued) During the fi nancial year ended 31 December 2007, other members of key management had been granted options over ordinary shares under the ESOS on the same terms and conditions as those offered to other employees of the Group (Note 25). Details of these options over ordinary shares granted to other members of key management are as follows: Number of options over ordinary shares of RM1.00 each Exercise As at As at Grant date Expiry date price/share Granted Exercised Lapsed RM (128) - Exercise As at As at Grant date Expiry date price/share Granted Exercised Lapsed RM (20) (20) Number of options over ordinary shares exercisable as at balance sheet date

154 PAGE OPERATING LEASE COMMITMENT The Group as lessor The Group has entered into non-cancellable operating lease arrangements on its investment properties. The lease arrangements have a non-cancellable lease term of 30 years. Lease rental will revise upwards by 5% to 15% every 3 years period commencing from the rent commencement date. Upon expiration of the lease term, the lease shall be renewed for a term of 10 years and the rental rate shall be based on the prevailing market rate of similar leases or a similar type of lease in a similar location at the time of renewal. The future minimum lease payments receivable under non-cancellable operating lease contracted for as at the balance sheet date but not recognised as receivables, are as follows: Group RM 000 RM 000 Not later than 1 year Later than 1 year and not later than 5 years 3,804 3,603 Later than 5 years 28,428 27,370 33,154 31, MATERIAL LITIGATIONS The Inland Revenue Board has raised notices of assessment and additional assessments in respect of prior years income taxes of a subsidiary company, Bangi Heights Development Sdn Bhd ( BHD ). The assessments are mainly due to a different tax treatment accorded by Inland Revenue Board on the deduction of capitalised interest expense. The Group does not agree with the assessments and additional assessments and has fi led appeals to the Special Commissioner of Income Tax. A deciding order was issued by the Special Commissioner of Income Tax on 22 November 2005 which disallowed the deduction of capitalised interest expense. The Group has provisionally paid to-date an amount of RM2.1 million as at 31 December The Group had earlier fi led an appeal to the High Court to defend its position. However, due to the recent guidelines issued by Inland Revenue Board on the tax treatment of capitalised interest expenses, it is no longer necessary for the Group to pursue the tax appeal. The Inland Revenue Board has agreed to the withdrawal of this appeal at the High Court without costs.

155 PAGE 154 notes to the financial statements (cont.) For the financial year ended 31 December SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR The Company had on 14 October 2008, entered into a subscription and joint venture agreement ( SJVA ) with UEM Land Berhad ( UEML ), a 71.5% owned subsidiary of UEM World Berhad, to govern a joint venture company, Nusajaya Consolidated Sdn Bhd ( NCSB ), for the proposed development of two (2) pieces of land measuring in aggregate approximately acres located in Mukim Pulai, District of Johor Bahru, State of Johor Darul Ta zim ( Puteri Harbour Land ) ( Proposed Joint Venture ). Pursuant to the SJVA, the Company will subscribe new shares in NCSB for a cash consideration of RM2.00 comprising 2 ordinary shares of RM1.00 each. The Company and UEML will each own 50% of the issued and paid-up share capital of NCSB. The Proposed Joint Venture is subject to the following conditions precedent: (a) approval of Foreign Investment Committee ( FIC ) for the subscription of shares in NCSB which was obtained on 3 March 2009; and (b) approval by shareholders of the Company which is not required. The SJVA became unconditional on 3 March 2009 upon fulfi lment of all conditions precedent and was completed upon the subscription of shares in NCSB by the Company on 2 April NCSB had, on the same date, entered into an Option to Purchase Agreement ( OPA ) with Bandar Nusajaya Development Sdn Bhd and UEML whereby NCSB has been granted the option to acquire the Puteri Harbour Land ( Option ) for a consideration of RM The Option shall be exercised by NCSB within six (6) months from the date of the OPA or such extended period as the parties may mutually agree. Upon the exercise of the Option, NCSB shall acquire the Puteri Harbour Land for a total consideration of RM67.15 million. NCSB will subsequently develop the Puteri Harbour Land into a mixed development ( Proposed Call Option ). The Proposed Call Option is not subject to any conditions precedent. Upon the expiry of the OPA on 13 April 2009, the Option was extended for a further period of 3 months.

156 PAGE SIGNIFICANT EVENTS SUBSEQUENT TO THE FINANCIAL YEAR END (i) The Company had on 20 January 2009, entered into a conditional share sale and purchase agreement ( SSA ) with Country Equity Sdn Bhd ( CESB ), a wholly owned subsidiary of the Company, for the acquisition of 70,000,000 ordinary shares of RM1.00 each and 14,000,000 cumulative redeemable preference shares of RM1.00 each in Bangi Heights Development Sdn Bhd ( BHD ) (collectively known as BHD Shares ), representing 70% of the issued and paid-up share capital of BHD for a total cash consideration of RM82.86 million ( Proposed Shareholding Rationalisation ). Pursuant to the Proposed Shareholding Rationalisation, the Company would directly own 70% of the issued and paid-up share capital of BHD instead of through CESB and hence, would have obtained direct control in BHD as defi ned under Section 33(1) of Securities Commission Act, As such, upon completion of the Proposed Shareholding Rationalisation, the Company will be obliged to extend a mandatory general offer for all the remaining BHD Shares not already owned by the Company pursuant to Part II of Malaysian Code On Take-Overs and Mergers, 1998 ( Code ). Sapphire Investment Pte Ltd ( Sapphire ) is the holder of the remaining shares in BHD. In this respect, the Company had made an application to the Take-Overs and Mergers Department of the Securities Commission ( SC ) to seek an exemption from the aforesaid obligation under Practice Note of the Code ( Proposed Exemption ). The Proposed Shareholding Rationalisation and Proposed Exemption are subject to and conditional upon the following: (a) approval of SC, for the Proposed Exemption which was obtained in a letter dated 27 March 2009; (b) approval of FIC, for the Proposed Shareholding Rationalisation which was obtained in a letter dated 27 March 2009; (c) (i) approval by CESB, being the registered holder of 60 million class A ordinary shares and 10 million class C ordinary shares in BHD which was obtained on 12 February 2009; and (ii) approval of Sapphire, being the registered holder of 30 million class B ordinary shares in BHD which was obtained on 12 February 2009; at separate meeting of the respective classes of shareholders for the Proposed Shareholding Rationalisation; and (d) approval by shareholder of CESB, for the disposal of the BHD Shares which was obtained on 5 February The Proposed Exemption was approved by the SC in a letter dated 27 March The Proposed Shareholding Rationalisation became unconditional on 27 March 2009 upon fulfi lment of all conditions precedent and was completed on 1 April 2009 in accordance with the SSA.

157 PAGE 156 notes to the financial statements (cont.) For the financial year ended 31 December SIGNIFICANT EVENTS SUBSEQUENT TO THE FINANCIAL YEAR END (cont.) (ii) The Company had on 12 February 2009, entered into the following agreements with Tradewinds Johor Sdn Bhd ( TJSB ), an indirect wholly-owned subsidiary of Tradewinds Corporation Berhad: (a) (b) Subscription and Joint Venture Agreement ( JVA ), to govern a joint venture company, Extreme Consolidated Sdn Bhd ( ECSB ), and together to participate in the development of the Land (as defi ned below) ( Proposed Joint Venture ); and Call Option Agreement granting the Company the option to purchase the remaining 49% of the total issued and paid-up share capital of ECSB ( Option Shares ) ( Proposed Call Option ). ECSB had, on the same date, entered into a Sale and Purchase Agreement ( SPA ) with Ambang Budi Sdn Bhd and Hartaplus Realty Sdn Bhd ( HRSB ) (collectively known as Vendors ) for the proposed acquisition of a piece of freehold land measuring acres held under title HS(D) 33911, PTD 47441, Mukim of Kulai, Daerah Kulaijaya, State of Johor ( Land ) for a total cash consideration of RM233.0 million ( Proposed Acquisition ). ECSB is currently a wholly-owned subsidiary of the Company with an issued and fully paid-up share capital of 2 ordinary shares of RM1.00 each. Pursuant to the JVA, the Company and TJSB will each subscribe for 49 new ordinary shares of RM1.00 in ECSB for a cash consideration of RM49.00 in order that the shareholding proportion in ECSB is 51:49 respectively. The Proposed Joint Venture is subject to the following conditions precedent: (a) (b) approval of FIC for the subscription of shares in ECSB; and approval by shareholders of the Company, if necessary. Under the Proposed Call Option, the Company has been granted the option to acquire the whole of the Option Shares ( Option ) for a cash consideration of RM1.00. The Option shall be exercised at any time during the period before the expiry of the completion period as defi ned in the SPA. Upon the exercise of the Option, the Company shall acquire the Option Shares in whole for a consideration calculated on the basis of the number of Option Shares multiplied by par value of RM1.00 each. The Proposed Call Option is not subject to any conditions precedent.

158 PAGE SIGNIFICANT EVENTS SUBSEQUENT TO THE FINANCIAL YEAR END The Proposed Acquisition is subject to the following conditions precedent being fulfi lled or obtained within 15 months from the date of the SPA ( Prescribed Period ) with an extended period of 2 months: (a) approval of FIC for the acquisition of the Land by ECSB; (b) approval by shareholders of ECSB which was obtained on 25 February 2009; (c) approval by shareholders of the Company; (d) approval of the chargee (AmTrustee Berhad) of the Land being procured by the Vendors; (e) approval of the relevant authorities for: (i) the revised master layout plan (to be prepared by ECSB at the costs and expense of ECSB and applied for and obtained by the Vendors, at the Vendors costs and expense) for the Land for the proposed development which comprises commercial/logistics/transportation hub, industrial park and residential development ( Proposed Project ), with waiver for the construction and building of any low costs component and without signifi cant variation to the zoning components as submitted, (ii) the Land having been approved for conversion for use for the Proposed Project, and (iii) the access road from the proposed Bandar Pulai Jaya interchange through Johor Technology Park to Skudai Highway to be obtained by the Vendors; and (f) a written confi rmation from Renewed Global Sdn Bhd (a joint venture partner with the Vendors to develop the Land previously) that they have no claims whatsoever against the Land and/or against ECSB in respect of ECSB s purchase of the Land and a written indemnity by HRSB to ECSB indemnifying ECSB of any claim by Renewed Global Sdn Bhd against the Land and/or against ECSB in respect of ECSB s purchase of the Land. The written confi rmation from Renewed Global Sdn Bhd and written indemnity by HRSB to ECSB were obtained via separate letters dated 26 February Pursuant to the SPA, HRSB shall construct the proposed Bandar Pulai Jaya interchange on Kilometre of the Second Link Highway and the access road to the Land (collectively known as the Interchange ) and complete and open the Interchange for vehicular use by general public within the Prescribed Period. Any delay in the completion of the Interchange will automatically extend the completion period of the Proposed Acquisition by a corresponding period of such delay. 36 SEGMENTAL INFORMATION The Group is primarily engaged in the property development industry (Primary segment). All activities of the Group are conducted within Malaysia (Secondary segment). 37 APPROVAL OF FINANCIAL STATEMENTS The fi nancial statements have been approved for issue in accordance with a resolution of the Board of Directors on 24 April 2009.

159 PAGE 158 statement by directors Pursuant To Section 169 (15) Of Companies Act, 1965 We, Dato Ng Eng Tee and Datuk Nur Jazlan bin Tan Sri Mohamed, two of the Directors of United Malayan Land Bhd, state that, in the opinion of the Directors, the fi nancial statements set out on pages 88 to 157 are drawn up so as to give a true and fair view of the state of affairs of the Group and Company as at 31 December 2008 and of the results and cash fl ows of the Group and Company for the fi nancial year ended on that date in accordance with Malaysian Accounting Standards Board ( MASB ) Approved Accounting Standards in Malaysia for Entities Other than Private Entities and the provisions of Companies Act, Signed on behalf of the Board of Directors in accordance with their resolution dated 24 April DATO NG ENG TEE DIRECTOR DATUK NUR JAZLAN BIN TAN SRI MOHAMED DIRECTOR Kuala Lumpur statutory declaration Pursuant To Section 169(16) Of Companies Act, 1965 I, Gan Teong Hock, the Offi cer primarily responsible for the fi nancial management of United Malayan Land Bhd, do solemnly and sincerely declare that the fi nancial statements set out on pages 88 to 157 are, to the best of my knowledge and belief, correct and I make this solemn declaration conscientiously believing the same to be true, and by virtue of the provisions of Statutory Declarations Act, GAN TEONG HOCK Subscribed and solemnly declared by the abovenamed Gan Teong Hock at Kuala Lumpur, Malaysia on 24 April Before me, COMMISSIONER FOR OATHS

160 PAGE 159 independent auditors report to the members Of United Malayan Land Bhd (Company No. 4131_M) (Incorporated in Malaysia) REPORT ON THE FINANCIAL STATEMENTS We have audited the fi nancial statements of United Malayan Land Bhd, which comprise the balance sheet as at 31 December 2008, and the income statement, statement of changes in equity and cash fl ow statement of the Group and Company for the fi nancial year then ended, and a summary of signifi cant accounting policies and other explanatory notes, as set out on pages 10 to 83. Directors Responsibility for the Financial Statements The Directors of the Company are responsible for the preparation and fair presentation of these fi nancial statements in accordance with MASB Approved Accounting Standards in Malaysia for Entities Other than Private Entities and Companies Act, This responsibility includes: designing, implementing and maintaining internal control relevant to the preparation and fair presentation of fi nancial statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances. Auditors Responsibility Our responsibility is to express an opinion on these fi nancial statements based on our audit. We conducted our audit in accordance with approved standards on auditing in Malaysia. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the fi nancial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the fi nancial statements. The procedures selected depend on our judgement, including the assessment of risks of material misstatement of the fi nancial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the Group s preparation and fair presentation of the fi nancial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the Directors, as well as evaluating the overall presentation of the fi nancial statements. We believe that the audit evidence we have obtained is suffi cient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the fi nancial statements have been properly drawn up in accordance with MASB Approved Accounting Standards in Malaysia for Entities Other than Private Entities and Companies Act, 1965 so as to give a true and fair view of the fi nancial position of the Group and Company as of 31 December 2008 and of its fi nancial performance and cash fl ows for the fi nancial year then ended.

161 PAGE 160 independent auditors report to the members Of United Malayan Land Bhd (cont.) REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS In accordance with the requirements of Companies Act, 1965 in Malaysia, we also report that, in our opinion, the accounting and other records and the registers required by the Act to be kept by the Company and by the subsidiary companies have been properly kept in accordance with the provisions of the Act. OTHER MATTERS This report is made solely to the members of the Company, as a body, in accordance with Section 174 of Companies Act, 1965 in Malaysia and for no other purpose. We do not assume responsibility to any other person for the content of this report. PRICEWATERHOUSECOOPERS (No. AF: 1146) Chartered Accountants LEE TUCK HENG (No. 2092/09/10 (J)) Chartered Accountant Kuala Lumpur 24 April 2009

162 Page 161 other information List of Properties Analysis of Shareholdings Notice of 48th Annual General Meeting Statement Accompanying Notice of 48th Annual General Meeting

163 Page 162 list of properties AS AT 31 DECEMBER 2008 Location Description & Tenure Age of Land Area Net Book Date of Last Existing Use Buildings Value Revaluation TOWNSHIP DEVELOPMENT Year Acre RM 000 BANDAR SERI ALAM Mukim of Plentong Vacant land Freehold May-90/ District of Johor Bahru - Government reserve Oct-96 6 Jalan Lembah Corporate offi ce Freehold ,918 Bandar Seri Alam Johor Darul Takzim 1 Jalan Purnama Equestrian clubhouse Freehold ,060 Bandar Seri Alam Johor Darul Takzim 3 Jalan Persisiran Japanese school Freehold ,384 Oct-96 Bandar Seri Alam Johor Darul Takzim Mukim of Plentong Vacant development land Freehold ,782 District of Johor Bahru - Residential ,408 - Commercial ,848 - Recreational & others ,228 - Agriculture reserve ,298 Mukim of Plentong Completed properties Freehold ,932 District of Johor Bahru - Residential Mukim of Plentong Vacant development land Freehold ,779 District of Johor Bahru - Residential ,863 - Commercial ,242 - Recreational & others ,527 - School & hostel ,147 Mukim of Plentong On-going development Freehold ,494 May-90 District of Johor Bahru - Commercial Mukim of Plentong Completed properties Freehold ,437 District of Johor Bahru - Residential ,397 - Commercial ,040 Sub-total 1, ,786

164 Page 163 Location Description & Tenure Age of Land Area Net Book Date of Last Existing Use Buildings Value Revaluation BANDAR SERI PUTRA Year Acre RM 000 Mukim of Kajang Vacant land Freehold District of Ulu Langat - Government reserve Selangor Mukim of Kajang Vacant development land Freehold ,336 District of Ulu Langat - Residential ,730 Selangor - Commercial ,606 Mukim of Dengkil Vacant development land Freehold ,993 Note District of Sepang - Industrial Selangor Mukim of Kajang On-going development Freehold ,699 District of Ulu Langat - Residential Selangor Mukim of Kajang Completed properties Freehold ,701 District of Ulu Langat - Bungalow lots Selangor - Residential Commercial ,020 Pekan Bangi Lama Completed properties Freehold ,768 District of Ulu Langat - Bungalow lots Selangor Sub-total ,497 TAMAN SERI AUSTIN Mukim of Tebrau Vacant land Freehold District of Johor Bahru - Government reserve Mukim of Tebrau Vacant development land Freehold ,906 District of Johor Bahru - Residential ,200 Note - Commercial ,706 Mukim of Tebrau On-going development Freehold ,106 District of Johor Bahru - Residential Mukim of Tebrau Completed properties Freehold ,868 District of Johor Bahru - Residential Sub-total ,880

165 Page 164 list of properties (cont.) AS AT 31 DECEMBER 2008 Location Description & Tenure Age of Land Area Net Book Date of Last Existing Use Buildings Value Revaluation NICHE DEVELOPMENT Year Acre RM 000 SERI BUKIT CEYLON 8 Lorong Ceylon Completed properties Freehold ,012 Note Off Jalan Raja Chulan - Commercial Kuala Lumpur SUASANA SENTRAL LOFT Lot 80, Seksyen 70 Completed properties Freehold Note Kuala Lumpur - Condominium SUASANA BANGSAR Lot 451, Seksyen 096A On-going development Freehold ,410 Note Kuala Lumpur - Residential SUASANA BUKIT CEYLON PT21 HSD98859 On-going development Freehold ,947 Note Seksyen 19, - Residential Kuala Lumpur NEW ACQUISITIONS FOR THE YEAR Geran Lot 1197 Vacant land Freehold ,787 Note Geran Lot 1199 and Geran Lot 1201 District of Johor Bahru HS(D) No Vacant land Freehold ,000 Note PT No. 46 Seksyen 57 Kuala Lumpur Grand total 2, ,618 Note: There has been no revaluation since the date of acquisition

166 Page 165 analysis of shareholdings AS AT 30 APRIL 2009 AUTHORISED SHARE CAPITAL : RM500,000,000 ISSUED AND PAID-UP SHARE CAPITAL : RM241,705,233 CLASS OF SHARES : ORDINARY SHARES OF RM1.00 EACH VOTING RIGHTS : ONE VOTE PER ORDINARY SHARE DISTRIBUTION OF SHAREHOLDINGS (#) No. of % of % of Size of Shareholdings Shareholders Shareholders No. of shares shares capital , , , ,001-10, ,887, , , ,149, ,001 - to less than 5% of issued shares ,097, % and above of issued shares ,097, TOTAL 1, ,303, DIRECTORS SHAREHOLDINGS (#) Direct Interest Indirect Interest No. of shares % No. of shares % Dato Ng Eng Tee 6,525, ,967,234* a Datuk Syed Ahmad Khalid Syed Mohammed 10, Ng Eng Soon 7,151, ,828,634* b 7.39 Notes: a. Deemed interested by virtue of his interests in Chee Tat Holdings (S) Pte Ltd, King George Financial Corporation, Netson Investments Ltd, King George Park Ltd pursuant to Section 6A of the Companies Act, 1965 and through his spouse and children. b. Deemed interested by virtue of his interest in Chee Tat Holdings (S) Pte Ltd pursuant to Section 6A of the Companies Act, 1965.

167 Page 166 analysis of shareholdings (cont.) AS AT 30 APRIL 2009 SUBSTANTIAL SHAREHOLDERS(#) Direct Interest Indirect Interest List of Substantial Shareholders No. of shares % No. of shares % Wawasan Perangsang Mewah Sdn Bhd 57,153, Opal Holdings Pte Ltd 48,084, Chee Tat Holdings (S) Pte Ltd 17,828, Tradewinds Resources Sdn Bhd 17,826, Tradewinds Corporation Berhad ,826,000* a 7.39 Perspective Lane (M) Sdn Bhd ,826,000* b 7.39 Restu Jernih Sdn Bhd ,826,000* c 7.39 Tan Sri Dato Syed Mokhtar Shah Syed Nor ,826,000* d 7.39 Muhammad Nor Saliman ,153,500* e Azman Hanafi Abdullah ,153,500* e CapitaLand Residential Malaysia Pte Ltd ,084,500 * f CapitaLand Commercial Limited ,084,500* g CapitaLand Limited ,064,500* h Temasek Holdings (Private) Limited ,064,500 * i Dato Ng Eng Tee 6,525, ,967,234 * j Ng Eng Soon 7,151, ,828,634* k 7.39 Ng Eng Ghee 6,560, ,828,634* k 7.39 Notes: a. Deemed interested by virtue of its interest in Tradewinds Resources Sdn Bhd pursuant to Section 6A of the Companies Act b. Deemed interested by virtue of its interest in Tradewinds Corporation Berhad pursuant to Section 6A of the Companies Act, c. Deemed interested by virtue of its interest in Perspective Lane (M) Sdn Bhd pursuant to Section 6A of the Companies Act, d. Deemed interested by virtue of his interest in Restu Jernih Sdn Bhd pursuant to Section 6A of the Companies Act, e. Deemed interested by virtue of their interests in Wawasan Perangsang Mewah Sdn Bhd pursuant to Section 6A of the Companies Act, f. Deemed interested by virtue of its interest in Opal Holdings Pte Ltd pursuant to Section 6A of the Companies Act, g. Deemed interested by virtue of its interest in CapitaLand Residential Malaysia Pte Ltd pursuant to Section 6A of the Companies Act, h. Deemed interested by virtue of its interest in CapitaLand Commercial Limited and CapitaLand Residential Limited via its wholly owned subsidiary, Prime Equities Pte Ltd pursuant to Section 6A of the Companies Act, i. Deemed interested by virtue of its interest in CapitaLand Limited pursuant to Section 6A of the Companies Act, j. Deemed interested by virtue of his interests in Chee Tat Holdings (S) Pte Ltd, King George Financial Corporation, Netson Investments Ltd, King George Park Ltd pursuant to Section 6A of the Companies Act, 1965 and through his spouse and children. k. Deemed interested by virtue of their interests in Chee Tat Holdings (S) Pte Ltd pursuant to Section 6A of the Companies Act, LIST OF THIRTY LARGEST SHAREHOLDERS (#) No. Name No. of Shares % of Share Capital 1. Wawasan Perangsang Mewah Sdn Bhd 57,153, Opal Holdings Pte Ltd 48,084, Chee Tat Holdings (S) Pte Ltd 17,828, Public Nominees (Tempatan) Sdn Bhd 17,826, Pledged Securities Account for Tradewinds Resources Sdn Bhd 5. Khong Guan Flour Milling Limited 11,400, Citigroup Nominees (Asing) Sdn Bhd 7,383, Exempt An for OCBC Securities Private Limited

168 Page 167 No. Name No. of Shares % of Share Capital 7. HDM Nominees (Asing) Sdn Bhd 6,560, UOB Kay Hian Pte Ltd for Ng Eng Ghee 8. Mayban Nominees (Tempatan) Sdn Bhd 4,516, Mayban Trustee Berhad for Public Regular Savings Fund 9. Amsec Nominees (Asing) Sdn Bhd AmTrustee Berhad for King George Financial Corporation 4,490, Amsec Nominees (Asing) Sdn Bhd AmFraser Securities Pte Ltd for Ng Yew Hui 3,939, Amsec Nominees (Asing) Sdn Bhd AmFraser Securities Pte Ltd for Ng Yew Tong 3,939, Amsec Nominees (Asing) Sdn Bhd AmFraser Securities Pte Ltd for Ng Yew Chuan 3,939, Amsec Nominees (Asing) Sdn Bhd AmFraser Securities Pte Ltd for Ng Suat Paik Alice 3,938, Amsec Nominees (Asing) Sdn Bhd Pledged Securities Account for Ng Eng Tee 3,289, Amanah Raya Nominees (Tempatan) Sdn Bhd Public Far-East Property & Resorts Fund 3,193, EB Nominees (Tempatan) Sendirian Berhad Pledged Securities Account for Ng Eng Tee 3,180, Victoria Prize Sdn Bhd 3,061, Khong Guan Group Pte Ltd 2,830, Ng Yew Khim, Dennis 2,200, Hup Hock Trading Sendirian Berhad 1,980, HDM Nominees (Asing) Sdn Bhd DBS Vickers Secs (S) Pte Ltd for Prime Equities Pte Ltd 1,980, Amsec Nominees (Asing) Sdn Bhd AmTrustee Berhad for Netson Investments Ltd 1,650, Kah Hong Pte. Limited 1,430, Amanah Raya Nominees (Tempatan) Sdn Bhd Public Islamic Opportunities Fund 1,316, Amanah Raya Nominees (Tempatan) Sdn Bhd Public Smallcap Fund 1,031, Ng Suet Ning, Tammy 1,000, Wong Winifred 1,000, Taisho Company Sdn Berhad 927, Amanah Raya Nominees (Tempatan) Sdn Bhd PB Asia Real Estate Income Fund 822, Amsec Nominees (Asing) Sdn Bhd Pledged Securities Account for Ng Yew Khim, Dennis 797, TOTAL 222,691, # The Analysis of Shareholdings were tabulated based on the Company s Record of Depositors after deducting 401,800 ordinary shares of RM1.00 each bought back by the Company and retained as treasury shares, as at 30 April 2009.

169 Page 168 notice of 48th annual general meeting NOTICE IS HEREBY GIVEN THAT the 48 th Annual General Meeting of United Malayan Land Bhd will be held at Nirwana Ballroom 2, Lower Lobby, Crowne Plaza Mutiara Kuala Lumpur, Jalan Sultan Ismail, Kuala Lumpur on Wednesday, 24 June 2009 at a.m. for the following businesses: AS ORDINARY BUSINESS: 1. To receive the Audited Financial Statements for the fi nancial year ended 31 December 2008 together with the Reports of the Directors and Auditors thereon. Ordinary Resolution 1 2. To approve the payment of a fi nal dividend of 2.5 sen per ordinary share, less 25% income tax for the fi nancial year ended 31 December 2008 as recommended by the Directors. Ordinary Resolution 2 3. To re-elect the following Directors, each of whom retires by rotation in accordance with Article 94 of the Company s Articles of Association:- i) YBhg Datuk Syed Ahmad Khalid Syed Mohammed ii) YB Datuk Nur Jazlan Tan Sri Mohamed Ordinary Resolution 3 Ordinary Resolution 4 4. To re-elect Encik Chan Say Yeong, a director who retires in accordance with Article 99 of the Company s Articles of Association. Ordinary Resolution 5 5. To consider and if thought fi t, to pass the following resolution: THAT pursuant to Section 129(6) of Companies Act 1965, YABhg Tun Musa Hitam be and is hereby re-appointed as a Director of the Company to hold offi ce until the next Annual General Meeting of the Company. Ordinary Resolution 6 6. To approve the payment of Directors fees for the fi nancial year ended 31 December Ordinary Resolution 7 7. To re-appoint PricewaterhouseCoopers as Auditors of the Company for the ensuing year and to authorise the Directors to fi x their remuneration. Ordinary Resolution 8 AS SPECIAL BUSINESS: To consider, and if thought fi t, to pass the following ordinary resolutions:- 8. AUTHORITY TO ISSUE SHARES PURSUANT TO SECTION 132D OF THE COMPANIES ACT, 1965 THAT subject always to the Companies Act, 1965, (the Act) the Company s Articles of Association and approvals of the relevant government and/or regulatory authorities, the Directors be and are hereby empowered pursuant to Section 132D of the Companies Act, 1965, to issue and allot new shares in the Company at any time at such price, upon such terms and conditions for such purposes and to such person(s) whomsoever as the Directors may in their absolute discretion deem fi t and expedient in the interest of the Company, provided that the aggregate number of shares to be issued does not exceed 10% of the total issued share capital of the Company for the time being and THAT the Directors be and are also empowered to obtain the approval from Bursa Malaysia Securities Berhad (Bursa Securities) for the listing of and quotation for the new shares so issued and THAT such authority shall continue to be in force until the conclusion of the next Annual General Meeting (AGM) of the Company. Ordinary Resolution 9

170 Page PROPOSED SHAREHOLDERS MANDATE FOR SHARE BUY-BACK THAT subject to Section 67A of the Act, Part IIIA of Companies Regulations 1966, provisions of the Company s Memorandum and Articles of Association, the Listing Requirements of Bursa Securities and any other applicable laws, rules, regulations and guidelines for the time being in force, the Directors of the Company be and are hereby authorised to make purchase(s) of ordinary shares of RM1.00 each in the Company s issued and paid-up capital on Bursa Securities subject to the following: i) the maximum number of shares which may be purchased and/or held by the Company shall not exceed 5,800,000 ordinary shares of RM1.00 each equivalent to approximately 2.4% of the issued and paid-up share capital of the Company (Shares) for the time being; ii) iii) the maximum fund to be allocated by the Company for the purpose of purchasing the Shares shall not exceed the aggregate of the retained profi ts and share premium account of the Company. As at 31 December 2008, the audited retained profi ts and share premium account of the Company were RM53,291,813 and RM63,970,442 respectively; the authority conferred by this resolution will commence immediately upon passing of this ordinary resolution and, unless renewed by an ordinary resolution passed by the shareholders of the Company in general meeting will expire:- (a) (b) at the conclusion of the next AGM of the Company, unless earlier revoked or varied by ordinary resolution of the shareholders of the Company in a general meeting; or upon the expiration of the period within which the next AGM after that date is required by the law to be held, whichever occurs fi rst, but not so as to prejudice the completion of purchase(s) by the Company before the aforesaid expiry date and in any event, in accordance with the provisions of the Listing Requirements of Bursa Securities or any other relevant authority; and iv) upon completion of the purchase(s) of the Shares by the Company, the Directors of the Company be and are hereby authorised to deal with the Shares in the following manner: (a) cancel the Shares so purchased; or (b) retain the Shares so purchased as treasury shares; or (c ) retain part of the Shares so purchased as treasury shares and cancel the remainder; or (d) distribute the treasury shares as share dividends to shareholders and/or resell on Bursa Securities and/or cancel all or part of them; or in any other manner as prescribed by the Act, rules, regulations and guidelines pursuant to the Act and the requirements of Bursa Securities and any other relevant authority for the time being in force; AND THAT the Directors of the Company be and are hereby authorised to take all steps as are necessary or expedient to implement or to effect the purchase(s) of the Shares with full power to assent to any condition, modifi cation, variation and/or amendment as may be imposed by the relevant authorities and to take all such steps as they may deem necessary or expedient in order to implement, fi nalise and give full effect in relation thereto. Ordinary Resolution PROPOSED SHAREHOLDERS MANDATE FOR RENEWAL OF RECURRENT RELATED PARTY TRANSACTIONS THAT approval be and is hereby given to the Company to renew its shareholders mandate for the Company and/or its subsidiaries to enter into and give effect to specifi c recurrent related party transactions of a revenue or trading nature which are necessary for its dayto-day operations involving the Related Parties, as set out in Section of Part B of the Circular to Shareholders dated 2 June 2009 (Circular) subject to the following:

171 Page 170 notice of 48th annual general meeting (cont.) (a) (b) the transactions are carried out at arm s length, on normal commercial 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; disclosure is made in the annual report of the aggregate value of transactions conducted pursuant to the shareholders mandate during the fi nancial year and such approval shall confi rm to be in force until: (i) (ii) (iii) the conclusion of the next AGM of the Company, at which time it will lapse, unless by a resolution passed at the said AGM, the authority is renewed; the expiration of the period within which the next AGM of the Company is required to be held pursuant to Section 143 (1) of Act but shall not extend to such extension as may be allowed pursuant to Section 143 (2) of the Act; or revoked or varied by resolution passed by the shareholders in a general meeting; whichever is the earlier; AND THAT the Directors of the Company be empowered to complete and do all such acts and things as they may consider expedient or necessary to give effect to the transactions contemplated and/or authorised by this resolution. Ordinary Resolution PROPOSED GENERAL MANDATE FOR THE PROVISION OF FINANCIAL ASSISTANCE THAT approval be and is hereby given for the renewal of a general mandate to the Company and/or its subsidiaries to provide/procure recurring fi nancial assistance on a short term basis to/from its non-wholly owned subsidiaries and jointly controlled entities via the pooling of funds as set out in Section of Part B of the Circular; AND THAT a mandate be and is hereby granted for the Company and/or its subsidiaries to provide/procure additional recurring fi nancial assistance on a short term basis to/from its non-wholly owned subsidiaries and jointly controlled entities via the pooling of funds, as set out in Section of Part B of the Circular, subject to the following: (a) (b) (c) the transactions are fair and reasonable to the Company; the transactions are not to the detriment of the Company and its shareholders; and disclosure is made in the annual report of the aggregate value of transactions conducted pursuant to the general mandate during the fi nancial year and such approval shall continue to be in force until: (i) (ii) (iii) the conclusion of the next AGM of the Company, at which time it will lapse, unless by a resolution passed at the said AGM, the authority is renewed; the expiration of the period within which the next AGM of the Company is required to be held pursuant to Section 143 (1) of the Act but shall not extend to such extension as may be allowed pursuant to Section 143 (2) of the Act; or revoked or varied by resolution passed by the shareholders in a general meeting; whichever is the earlier; AND THAT the Directors of the Company be empowered to complete and do all such acts and things as they may consider expedient or necessary to give effect to the Proposed General Mandate for the Provision of Financial Assistance and transactions contemplated and/or authorised by this resolution. Ordinary Resolution To transact any other business of the Company for which due notice shall have been received in accordance with the Companies Act, 1965.

172 Page 171 NOTICE OF ENTITLEMENT AND PAYMENT OF FINAL DIVIDEND NOTICE IS HEREBY GIVEN THAT the Final Dividend of 2.5 sen per ordinary share less 25% income tax for the fi nancial year ended 31 December 2008, subject to the approval of the shareholders at the 48th Annual General Meeting, will be paid on 18 September 2009 to all Depositors whose names appear in the Record of Depositors with Bursa Malaysia Depository Sdn Bhd at the close of business on 8 September A depositor with Bursa Malaysia Depository Sdn. Bhd. shall qualify for entitlement to the dividend only in respect of: A) Shares transferred into the Depositor s securities account before 4.00 p.m. on 8 September 2009 in respect of ordinary transfers; and 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 ZURAIDAH MOHD YUSOFF MAICSA Company Secretary Kuala Lumpur 2 June 2009 NOTES: 1. Proxy 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. If a member appoints two (2) proxies to attend at the same meeting, the appointment(s) shall be invalid unless he specifi es the proportion of his holdings to be represented by each proxy. The instrument appointing a proxy shall be writing under the hand of the appointer or his attorney duly authorized in writing or, if the appointor is a corporation, either under its seal or under the hand of an offi cer duly authorized. The instrument appointing a proxy must be deposited at the Company s Share Registrar, Securities Services (Holdings) Sdn. Bhd. at Level 7, Menara Milenium, Jalan Damanlela, Pusat Bandar Damansara, Damansara Heights, Kuala Lumpur not less than forty-eight (48) hours before the time set for holding the meeting or any adjournment thereof. 2. Ordinary Resolution 9 Authority to Directors to Issue Shares This Ordinary Resolution 9, if passed, will empower the Directors to allot and issue new ordinary shares in the capital of the Company up to an aggregate amount not exceeding 10% of the issued and paid-up share capital of the Company for the time being without having to convene a general meeting. This authority, unless revoked or varied at a general meeting, will expire at the conclusion of the next Annual General Meeting of the Company. 3. Ordinary Resolution 10 Proposed Shareholders Mandate for Share Buy-Back The detailed text on Ordinary Resolution 10 in relation to the Proposed Shareholders Mandate for Share Buy-Back is included under Part A of the Circular to Shareholders dated 2 June 2009 despatched together with the Company s Annual Report Ordinary Resolution 11 Proposed Shareholders Mandate for Renewal of Recurrent Related Party Transactions Further information on Ordinary Resolution 11, is set out under Part B of the Circular to Shareholders dated 2 June 2009 despatched together with the Company s Annual Report Ordinary Resolution 12 Proposed General Mandate for the Provision of Financial Assistance Further information on Ordinary Resolution 12 is set out under Part B of the Circular to Shareholders dated 2 June 2009 despatched together with the Company s Annual Report Statement Accompanying the Notice of Annual General Meeting Additional information pursuant to Paragraph 8.28(2) of the Listing Requirements of Bursa Malaysia Securities Berhad is set out in Annexure A of Annual Report 2008.

173 Page 172 statement accompanying notice of 48th annual general meeting (Pursuant to Paragraph 8.28(2) of the Listing Requirements of Bursa Malaysia Securities Berhad) Directors who are standing for re-election and re-appointment at the 48th Annual General Meeting of the Company are: 1. RE-ELECTION PURSUANT TO ARTICLE 94 OF THE COMPANY S ARTICLES OF ASSOCIATION: a) YBhg Datuk Syed Ahmad Khalid Syed Mohammed (Ordinary Resolution 3) b) YB Datuk Nur Jazlan Tan Sri Mohamed (Ordinary Resolution 4) 2. RE-ELECTION PURSUANT TO ARTICLE 99 OF THE COMPANY S ARTICLES OF ASSOCIATION: a) Encik Chan Say Yeong (Ordinary Resolution 5) 3. RE-APPOINTMENT PURSUANT TO SECTION 129(6), COMPANIES ACT, 1965 a) YABhg Tun Musa Hitam (Ordinary Resolution 6) Please refer to the Profi le of the Board of Directors disclosed in the Company s Annual Report 2008 for further information on the abovenamed Directors who are standing for re-election and re-appointment. A total of four (4) Board Meetings were held during the fi nancial year ended 31 December Details of the Directors attendance are disclosed under the Corporate Governance Statement in the Company s Annual Report The place, date and time of the 48 th Annual General Meeting of the Company are as follows: Place : Nirwana Ballroom 2 Lower Lobby Crowne Plaza Mutiara Kuala Lumpur Jalan Sultan Ismail Kuala Lumpur Date & Time : Wednesday, 24 June 2009 at a.m

174 Untuk menjadi pemaju hartanah terunggul yang mewujudkan gaya hidup berkualiti dan komuniti bersepadu Untuk mencipta jenama yang melambangkan nilai kualiti dan inovasi yang tinggi serta menjadi pemaju hartanah pilihan utama Integriti Keutamaan pelanggan Keuntungan Kecemerlangan Berganjaran Kumpulan kerja yang mantap Progresif UNITED MALAYAN LAND BHD LAPORAN TAHUNAN 2008

175 Profil Korporat Informasi Korporat Perutusan Pengerusi Tinjauan Operasi Tanggungjawab Sosial Korporat Kalendar Korporat Profil Pengarah Kalendar Kewangan Sorotan Kewangan Bagi Lima Tahun Pengurusan Kanan Pengurusan Tadbir Urus Korporat Penyata Tadbir Urus Korporat Penyata Kawalan Dalaman Laporan Jawatankuasa Audit Maklumat Pematuhan Tambahan Penyata Kewangan 219 Maklumat Lain Senarai Hartanah Analisa Pegangan Saham Notis Mesyuarat Agung Tahunan Ke-48 Penyata Iringan Notis Mesyuarat Agung Tahunan Ke Borang Proksi UNITED MALAYAN LAND BHD LAPORAN TAHUNAN 2008

176 fikirkan Sebagai warga korporat yang prihatin dan dipacu oleh komitmen untuk bersikap inovatif, responsif dan bertanggungjawab baik dari segi sosial dan alam sekitar dalam membina perbandaran dan pembangunan khusus untuk generasi akan datang, UMLand berpegang kepada wawasan, misi dan nilai teras untuk menjadi pemaju yang cemerlang Untuk menyahut cabaran yang mendatang, kita perlu berfikiran lebih terbuka dan penuh dengan imaginasi. Seperti dunia kanak-kanak yang dipenuhi dengan fantasi, kreativiti, dan Fikirkan Hari Esok membolehkan kita terus berkembang dalam suasana yang penuh cabaran UNITED MALAYAN LAND BHD LAPORAN TAHUNAN 2008

177 profil korporat United Malayan Land Bhd (UMLand) telah diperbadankan pada 1961 dan disenaraikan di Papan Utama Bursa Malaysia Securities Bhd pada Aktiviti utama Kumpulan ialah pembangunan hartanah. Melalui Lembaga Pengarah dinamik dipengerusikan oleh YABhg Tun Musa Hitam, Lembaga Pengarah UMLand terdiri daripada sembilan ahli Lembaga Pengarah dan seorang pengarah gilir, di mana empat adalah pengarah bebas. Dengan rekod yang terbukti sebagai pemaju hartanah yang cemerlang untuk pembangunan perbandaran campuran dan pembangunan khusus mewah, strategi pertumbuhan Kumpulan adalah membina asas yang kukuh menerusi peningkatan nilai Bahagian Perbandaran dan mengembangkan Bahagian Pembangunan Khusus. Bahagian Perbandaran Kumpulan mempunyai tiga pembangunan perbandaran dengan jumlah keluasan tanah melebihi 5,000 ekar yang terletak di Johor (Bandar Seri Alam dan Taman Seri Austin) dan Selangor (Bandar Seri Putra), di mana kesemuanya merupakan kawasan pembangunan utama. Di bahagian pasaran pembangunan khusus, Kumpulan telah menyiapkan dan menyerahkan 846 unit kondominium dan pangsapuri khidmat di kawasan Segi Tiga Emas Kuala Lumpur (Seri Bukit Ceylon) dan di Kuala Lumpur Sentral (Suasana Sentral Loft). Selain daripada itu, Bahagian Pembangunan Khusus telah melancarkan Suasana Bangsar, sebuah projek pangsapuri mewah 190 unit yang terletak di Bangsar. Selain dari Suasana Bangsar, Kumpulan juga mempunyai empat projek baru yang terletak dalam kawasan KLCC, Segi Tiga Emas Kuala Lumpur dan Johor Bahru. Sehingga 31 Disember 2008, modal saham berbayar UMLand adalah RM241,705,233, yang terdiri daripada 241,705,233 saham biasa RM1.00 sesaham. Dana pemegang saham Kumpulan adalah sebanyak RM juta dan Aset Ketara Bersih sesaham biasa adalah RM UNITED MALAYAN LAND BHD LAPORAN TAHUNAN 2008

178 informasi korporat LEMBAGA PENGARAH Tun Musa Hitam Pengerusi Pengarah Bebas Bukan Eksekutif Dato Ng Eng Tee Naib Pengerusi / Pengarah Eksekutif Pengarah Bukan Bebas Eksekutif Chen Lian Pang Pengarah Bukan Bebas Bukan Eksekutif Datuk Syed Ahmad Khalid Syed Mohammed Pengarah Bebas Bukan Eksekutif Datuk Nur Jazlan Tan Sri Mohamed Pengarah Bebas Bukan Eksekutif Chan Say Yeong Pengarah Bukan Bebas Bukan Eksekutif Syed Azmin Mohd Syed Nor Pengarah Bukan Bebas Bukan Eksekutif Ng Eng Soon Pengarah Bukan Bebas Bukan Eksekutif Pakhruddin Sulaiman Pengarah Bebas Bukan Eksekutif Lim Wie Shan (Pengarah Gilir kepada Chen Lian Pang dan Chan Say Yeong) Pengarah Bukan Bebas Bukan Eksekutif JAWATANKUASA AUDIT Datuk Syed Ahmad Khalid Syed Mohammed Datuk Nur Jazlan Tan Sri Mohamed Chan Say Yeong Pakhruddin Sulaiman JAWATANKUASA EKSEKUTIF Tun Musa Hitam Dato Ng Eng Tee Syed Azmin Mohd Syed Nor Chan Say Yeong JAWATANKUASA LEMBAGA TENDER Dato Ng Eng Tee Syed Azmin Mohd Syed Nor Chan Say Yeong JAWATANKUASA IMBUHAN Datuk Syed Ahmad Khalid Syed Mohammed Datuk Nur Jazlan Tan Sri Mohamed Syed Azmin Mohd Syed Nor JAWATANKUASA PENCALONAN Datuk Syed Ahmad Khalid Syed Mohammed Datuk Nur Jazlan Tan Sri Mohamed Syed Azmin Mohd Syed Nor JAWATANKUASA RISIKO Syed Azmin Mohd Syed Nor Dato Ng Eng Tee Pakhruddin Sulaiman JAWATANKUASA OPSYEN Syed Azmin Mohd Syed Nor Dato Ng Eng Tee Anthony Yap PENGURUSAN KANAN Dato Ng Eng Tee Naib Pengerusi/Pengarah Eksekutif Anthony Yap Ketua Pegawai Eksekutif Kumpulan Pee Tong Lim Pengarah, Kewangan dan Korporat Zulkifly Garib Pengarah, Operasi SETIAUSAHA SYARIKAT Zuraidah Mohd Yusoff (MAICSA ) PEJABAT BERDAFTAR Suit 1.1, Tingkat 1 Kompleks Antarabangsa Jalan Sultan Ismail Kuala Lumpur Tel : Faks : (Korporat) (Kesetiausahaan) JURUAUDIT PricewaterhouseCoopers Akauntan Bertauliah Aras 10, 1 Sentral Jalan Travers Kuala Lumpur Sentral Kuala Lumpur BANK BANK UTAMA OCBC Bank (Malaysia) Berhad Alliance Bank Malaysia Berhad Malayan Banking Berhad CIMB Bank Berhad Kuwait Finance House (Malaysia) Berhad AmBank Berhad PENDAFTAR SAHAM Securities Services (Holdings) Sdn. Bhd. Aras 7, Menara Milenium Jalan Damanlela Pusat Bandar Damansara Damansara Heights Kuala Lumpur Tel : Faks : PENYENARAIAN BURSA SAHAM Papan Utama Bursa Malaysia Securities Berhad Nama Stok : UMLAND Kod Stok : 4561 LAMAN WEB UNITED MALAYAN LAND BHD LAPORAN TAHUNAN 2008

179 perutusan pengerusi Semua faktor ini menyumbang kepada kelembapan pasaran hartanah dan penangguhan pelancaran oleh Kumpulan bagi kedua-dua bahagian pasaran pembinaan khusus dan bandar. Keadaan ekonomi dan keyakinan pengguna yang lemah membuatkan UMLand mencatatkan kejatuhan ketara dalam perolehan kerana penjualan yang rendah daripada bahagian pembinaan bandar Kumpulan dan kurang sumbangan daripada bahagian pembinaan mewah. Para pemegang saham yang dihormati, Sebagai Pengerusi Lembaga Pengarah ( Lembaga ) United Malayan Land Bhd ( UMLand atau Kumpulan ), saya berbesar hati membentangkan Laporan Tahunan Kumpulan bagi tahun kewangan berakhir 31 Disember 2008 (TK2008). Tahun tinjauan merupakan antara tahun yang paling mencabar di mana masyarakat antarabangsa telah mengalami keadaan ekonomi yang tidak menentu dan kemelut kewangan global yang luar biasa. Ini merupakan tempoh yang penuh dugaan buat UMLand. Kedudukan Kumpulan secara amnya adalah kukuh. Kami mempunyai kepimpinan dan tenaga kerja yang berkebolehan, projek pembangunan di lokasi yang mantap dan penggearan Kumpulan yang konservatif. Kami membina produk berkualiti dalam pelbagai peringkat sasaran yang merangkumi hartanah kediaman kos sederhana hingga ke kediaman kondominium mewah. Prestasi Kumpulan adalah sejajar dengan trend industri amnya di mana keadaan yang semakin buruk telah menjejaskan setiap pemaju hartanah di negara ini. Prestasi Kewangan Bagi tahun kewangan yang ditinjau, Kumpulan mencatatkan penurunan hasil iaitu RM172.1 juta berbanding RM396.8 juta yang dicatatkan pada tahun kewangan berakhir 31 Disember 2007 ( TK2007 ) kerana selesainya projek Suasana Sentral Loft yang telah menyumbang sebanyak RM108.7 juta pada TK2007. Bahagian perbandaran bandar juga menunjukkan kejatuhan ketara dalam hasil disebabkan oleh jualan hartanah yang lebih rendah yang dicatatkan dan ketiadaan jualan tanah yang strategik di Bandar Seri Alam, Johor. Pada TK2007, jualan tanah di Bandar Seri Alam terdiri daripada lot-lot banglo, sebidang tanah 50 ekar kepada MARA dan 60 ekar kepada Universiti KL untuk pembangunan kampusnya. Inilah masanya bagi Kumpulan untuk mengkaji keadaan sedia ada dan membuat perancangan semula untuk hari esok yang baru. Kita hendaklah fl eksibel untuk menyesuaikan diri dengan keadaan semasa dan mengambil peluang daripada pasaran sekiranya ada. Cabaran ini perlu ditangani oleh semua memandangkan masalah kewangan ekonomi global utama yang membawa kepada krisis kewangan telah menular dan menjejaskan semua ekonomi dunia. Ekonomi Malaysia telah mula merasakan kesan kelembapan ekonomi global pada setengah tahun kedua 2008, yang turut memberikan pelbagai cabaran dengan kemerosotan sentimen pengguna dan pelabur. Krisis ekonomi dan kewangan jelas terasa pada 2008 dan hampir separuh daripada negara-negara di dunia mengalami kegawatan atau yang hampir mengalami kegawatan. Semua sektor ekonomi telah terjejas dan mengakibatkan ketidaktentuan dalam permintaan hartanah kediaman. Penurunan hasil telah menjejaskan keuntungan sebelum cukai, keuntungan selepas cukai dan keuntungan selepas cukai dan kepentingan minoriti ( PATMI ) Kumpulan. PATMI mencatatkan kerugian sebanyak RM3.5 juta berbanding keuntungan TK2007 yang berjumlah RM46.6 juta. Pendapatan sesaham jatuh kepada -1.4 sen pada TK2008 berbanding 19.6 sen pada TK2007. Dividen Kumpulan tidak membayar sebarang dividen interim pada TK2008 memandangkan keputusan kewangan yang diperolehi. Dividen muktamad sebanyak 2.5% ditolak cukai telah dicadangkan oleh para pengarah. Ia tertakluk kepada kelulusan pemegang saham pada mesyuarat agung tahunan yang akan datang. Sekiranya diluluskan, kumpulan akan membayarnya daripada keuntungan tertahan dibawa ke hadapan daripada tahun sebelumnya. Mengimbas kembali perancangan 5 tahun Kenaikan kadar infl asi akibat kenaikan harga makanan dan bahan api hampir sepanjang tahun lalu tidak membantu sentimen pengguna. Kebanyakan pengguna telah mengurangkan atau menangguhkan pembelian besar seperti rumah dan kereta. Penjualan disebabkan penebusan oleh dana lindung nilai pada awal 2008 serta ketidakstabilan politik negara selepas pilihan raya 8 Mac turut mempengaruhi sentimen rakyat. Mulai Oktober, indeks pengukur Bursa Malaysia, KLCI, juga mencerminkan kebimbangan para pelabur berikutan kebankrapan Lehman Brothers Holdings Inc. dan usaha menyelamatkan American International Group Inc. oleh kerajaan Amerika Syarikat. Memandangkan kegawatan ekonomi, Kumpulan kini mengkaji semula pelan strategik 5 tahun. Terdapat keperluan untuk mengkaji dan menilai semula strategi sedia ada dan yang akan datang untuk mencuba dan mengurangkan sebanyak mungkin impak kelembapan ekonomi global. Sebagai sebahagian daripada rancangan untuk terus menambah nilai kepada bahagian perbandaran, Kumpulan telah memberi tumpuan kepada penjualan dan pajakan hartanah yang telah siap dan pembangunan tanah bukan teras kepada rakan strategik terutamanya di Bandar Seri Alam, yang telah dibangunkan sebagai hab pendidikan dengan kampus yang dibina untuk MARA dan Universiti KL. Baru-baru ini, Kumpulan telah menjual tanah seluas 200 ekar kepada Universiti UNITED MALAYAN LAND BHD LAPORAN TAHUNAN 2008

180 Teknologi MARA ( UiTM ) untuk membangunkan kampus kejuruteraan dan hospitalitinya dan 15 ekar lagi untuk membangunkan Ibu Pejabat Polis Daerah Timur untuk negeri Johor. Projek pembangunan ini serta dengan adanya Pusat Perubatan Regency, pasar raya Tesco dan restoran McDonald s telah menaikkan taraf Bandar Seri Alam ke tahap keselesaan hidup yang lebih tinggi. Sementara itu, Kumpulan sedang mengkaji semula pelan induk perbandaran berkaitan penggunaan tanah untuk meningkatkan lagi penggunaan tanah dan memaksimumkan potensi aliran pendapatan. Bagi bahagian pembangunan khusus, Kumpulan telah menangguhkan pelancaran empat projek sehingga keadaan pasaran kembali stabil dan kos pembinaan menjadi lebih rendah. Seri Alam bagi tujuan memajakkan hartanah kepada pihak ketiga yang layak. Memandangkan keadaan ekonomi yang lembap, Kumpulan telah mengambil langkah-langkah proaktif untuk menyemak produk baru serta jadual pelancarannya. Pembangunan perbandaran dijangka akan terus memberikan sumbangan asas dari segi penjualan pembangunan dan jualan tanah pembangunan bukan teras kepada rakan kongsi strategik untuk mempercepatkan pertumbuhan perbandaran. Kumpulan telah menikmati kejayaan yang memberangsangkan dari pembangunan khusus apabila selesainya pembinaan dua projek kondominium mewah, iaitu Seri Bukit Ceylon dan Suasana Sentral Loft, manakala Suasana Bangsar, telah dilancarkan semasa tahun tinjauan. Pada TK2007, dua projek khusus telah dikenal pasti untuk dilancarkan pada TK2008. Salah satu daripadanya ialah Suasana Bangsar yang telah dilancarkan dengan kadar jualan yang memberangsangkan, manakala bagi projek pangsapuri khidmat di kawasan kejiranan Segi Tiga Emas Raja Chulan telah ditangguhkan buat sementara waktu. Selain daripada projek Raja Chulan, projek mewah lain yang ditangguhkan termasuk cadangan pembangunan projek Ipjora yang terletak di kawasan Segi Tiga Emas Kuala Lumpur dan projek Matex di Johor Bahru Kedua-duanya diperoleh pada TK2008. Projek Mayang berhampiran kawasan KLCC (usaha sama 50:50 dengan Bolton Bhd) masih menunggu kelulusan arahan pembinaan. Secara keseluruhannya, Kumpulan akan lebih berhati-hati dalam melancarkan produk baru atau fasa-fasa projek sedia ada pada tahun 2009 tetapi akan terus bergerak ke hadapan dengan penyelarasan yang sesuai kepada pelan 5 tahun Kumpulan dalam usaha untuk menjadikannya lebih relevan bagi menghadapi cabaran di masa akan datang. Gambaran Pasaran Hartanah 2009 Pasaran hartanah pada 2009 dijangkakan tidak akan menunjukkan peningkatan yang ketara berbanding 2008 kerana kegawatan ekonomi global dijangka bertambah buruk. Kumpulan akan berhadapan dengan lebih banyak lagi cabaran, antaranya termasuklah penjualan, pembiayaan dan kos pembinaan. Prospek di masa akan datang banyak bergantung kepada pemulihan ekonomi Malaysia yang mana, ia turut bergantung kepada pemulihan ekonomi global. Setakat ini belum ada lagi perancangan dari segi pembelian tanah, perubahan korporat dan rakan niaga selain daripada yang telah diterokai dan diumumkan, iaitu, cadangan pembinaan usaha sama dengan UEM Land Bhd di Nusajaya dan cadangan pembangunan usaha sama dengan Tradewinds Johor Sdn Bhd di Pulai. Projek masa akan datang di bawah bahagian pembangunan khusus termasuklah projek Raja Chulan dan Ipjora di kawasan Segi Tiga Emas Kuala Lumpur, projek Mayang berhampiran KLCC dan projek Matex di Johor Bahru. Tahun semasa adalah mencabar tetapi kami akan terus melangkah ke hadapan untuk mencari peluang yang akan memberikan hasil yang kukuh kepada Kumpulan. Kumpulan akan memastikan ia kekal berdaya saing dalam menghadapi cabaran dan akan cuba mengurangkan kesan kegawatan global sebanyak mungkin. Penghargaan Seperti biasa, kekuatan utama Kumpulan terletak pada sokongan padu dan tidak berbelah bagi daripada para pemegang sahamnya, Lembaga Pengarah yang berdedikasi dan profesional serta komitmen yang ditunjukkan oleh pihak pengurusan dan kakitangan. Saya yakin dengan kerjasama dan sokongan daripada para pemegang saham, Lembaga dan kakitangan, Kumpulan akan mampu menghadapi cabaran di masa akan datang. Tahun semasa sudah tentunya akan menjadi tahun yang sukar tetapi kami bersedia menghadapi sebarang kemungkinan dan mempunyai pelan taktikal untuk menangani kesan ketidaktentuan ekonomi. Kami sedar bahawa keadaan akan sentiasa berubah dan kami ingin menjadi cukup tangkas untuk mara ke hadapan dan mengharungi cabaran. Saya ingin mengambil kesempatan mengucapkan terima kasih kepada pihak pengurusan dan juga kepada semua kakitangan Kumpulan atas dedikasi dan kesetiaan di dalam menghadapi suasana yang tidak menentu ini. Akhir sekali, penghargaan saya buat pelanggan yang dihargai, pihak bank, rakan niaga dan pihak berkuasa tempatan atas keyakinan dan sokongan yang berterusan. Walaupun begitu, Kumpulan sentiasa terbuka kepada mana-mana peluang baru yang lebih berdaya saing sekiranya ada. Untuk pembangunan perbandaran, tumpuan utama adalah untuk unit sedia ada. Jualan akan tetap diteruskan, manakala sesetengah tanah dan perumahan akan dipajakkan untuk mendapatkan pulangan. Untuk ini, Kumpulan telah menubuhkan bahagian pengurusan aset di Bandar Tun Musa Hitam Pengerusi UNITED MALAYAN LAND BHD LAPORAN TAHUNAN 2008

181 profil pengarah Tun Musa Hitam Pengerusi Pengarah Bebas Bukan Eksekutif, 75, Warganegara Malaysia Dato Ng Eng Tee Naib Pengerusi /Pengarah Eksekutif Pengarah Bukan Bebas Eksekutif, 59, Warganegara Singapura / Penduduk Tetap Malaysia Tun Musa Hitam telah dilantik ke Lembaga Pengarah UMLand pada 26 Januari Beliau juga adalah Pengerusi Jawatankuasa Eksekutif UMLand. Sebelum menjadi Timbalan Perdana Menteri Malaysia yang ke-lima dan Menteri Hal Ehwal Dalam Negeri daripada 1981 ke 1986, Tun Musa Hitam telah memegang beberapa jawatan kanan kerajaan, termasuk Pengerusi Lembaga Kemajuan Tanah Persekutuan (FELDA), Timbalan Menteri Perdagangan dan Industri, Menteri Perusahaan Utama dan Menteri Pendidikan. Antara tahun 1990 dan 1991, beliau ialah Duta Khas Malaysia kepada Pertubuhan Bangsabangsa Bersatu dan pada 1995 ke 2002, Duta Khas Perdana Menteri kepada Kumpulan Bertindak Komanwel peringkat Menteri. Beliau mengetuai perwakilan Malaysia ke Suruhanjaya Bangsa-bangsa Bersatu untuk Hak Asasi Manusia dari 1993 ke 1998 dan Pengerusi untuk sesi ke-52 Suruhanjaya pada Tun Musa Hitam menerima Ijazah Sarjana Muda Sastera dari Universiti Malaya dan Ijazah Sarjana dalam Perhubungan Antarabangsa dari Universiti Sussex, United Kingdom. Beliau juga memegang Doktor Kehormat dari Universiti Sussex, Universiti Malaysia Sabah dan Universiti Malaya. Beliau adalah bekas ahli fellow Pusat Hal Ehwal Antarabangsa, Universiti Harvard, Amerika Syarikat dan ahli fellow Institut Pengurusan Malaysia dan ahli Badan Penasihat Jurnal Diplomasi dan Perhubungan Luar Malaysia. Dato Ng Eng Tee menyertai Lembaga Pengarah UMLand pada 31 Oktober 1995 dan menyandang jawatan Naib Pengerusi Bersama/ Pengarah Eksekutif pada 28 Ogos Pada 31 Oktober 2008, beliau dilantik sebagai Naib Pengerusi/Pengarah Eksekutif UMLand. Beliau adalah ahli Jawatankuasa Eksekutif, Jawatankuasa Lembaga Tender, Jawatankuasa Risiko dan Jawatankuasa Opsyen UMLand. Beliau adalah bekas graduan Politeknik Singapura. Beliau adalah Pengarah Urusan Chee Tat Holdings (Singapore) Pte Ltd. Selain itu, beliau juga adalah Presiden King George Financial Corporation dan pengarah Allied Hotel Properties Incorporated, kedua-duanya tersenarai di Bursa Saham Kanada. Beliau juga adalah ahli pengasas sepanjang hayat Kelab Presiden Universiti Simon Fraser. Dato Ng Eng Tee adalah abang kepada Ng Eng Soon, pengarah UMLand. Beliau juga adalah nomini Chee Tat Holdings (Singapore) Pte Ltd, pemegang saham utama UMLand. Justeru itu beliau dianggap mempunyai kepentingan di dalam sesetengah urus niaga berulang dengan pihak berkaitan yang berbentuk hasil dan dagangan yang perlu kepada operasi harian di mana UMLand dan subsidiarinya mungkin berurusan dengan Chee Tat Holdings (Singapore) Pte Ltd. Beliau juga tidak pernah disabit dengan sebarang kesalahan dan tiada perancangan perniagaan bersama UMLand di mana beliau mempunyai kepentingan peribadi. Beliau ketika ini adalah Pengerusi Sime Darby Berhad dan Lion Industries Corporation Berhad. Beliau juga adalah bekas ahli Panel Penasihat untuk Wilayah Ekonomi Selatan Johor, Pengerusi Bersama Majlis Perniagaan Malaysia-China, Pengerusi Forum Ekonomi Dunia Islam, Pengerusi Kumpulan Tokohtokoh utama bagi Piagam ASEAN dan Duta Khas kepada Setiausaha Am Komanwel ke Maldives. Tun Musa Hitam tidak mempunyai sebarang pertalian keluarga dengan mana-mana pengarah atau pemegang saham utama UMLand. Beliau juga tidak pernah disabit dengan sebarang kesalahan dan tiada perancangan perniagaan bersama UMLand di mana beliau mempunyai kepentingan peribadi. UNITED MALAYAN LAND BHD LAPORAN TAHUNAN 2008

182 Chen Lian Pang Pengarah Bukan Bebas Bukan Eksekutif, 51, Warganegara Malaysia Datuk Syed Ahmad Khalid Syed Mohammed Pengarah Bebas Bukan Eksekutif 59, Warganegara Malaysia Chen Lian Pang menyertai Lembaga Pengarah UMLand pada 2 April Beliau kini adalah Ketua Pegawai Eksekutif Asia Tenggara bagi CapitaLand Commercial Limited. Sebelum itu beliau merupakan Ketua Pegawai Eksekutif dan Pengarah Urusan T.C.C. Capital Land Ltd, sebuah syarikat usaha sama CapitaLand dengan T.C.C. Land Thailand, sejak bermulanya kerjasama tersebut pada September 2003 sehingga 31 Disember Beliau mempunyai lebih 20 tahun pengalaman dalam bidang pembinaan dan hartanah di Singapura dan luar negara. Sebelum menyertai CapitaLand, beliau adalah Timbalan Ketua Pegawai Eksekutif/Pengarah Negara di L&M International, di mana beliau menimba pengalaman dan pendedahan antarabangsa dalam pembangunan pejabat dan komersil serta projek kondominium. Datuk Syed Ahmad Khalid Syed Mohammed telah dilantik ke Lembaga Pengarah UMLand pada 19 Oktober Beliau kini adalah Pengerusi Jawatankuasa Audit dan ahli Jawatankuasa Pencalonan dan Jawatankuasa Imbuhan UMLand. Datuk Syed Ahmad Khalid memperolehi Ijazah Sarjana pengkhususan dalam bidang Ekonomi dan Perdagangan dan Kewangan Antarabangsa dari Universiti Ohio, Amerika Syarikat. Beliau tidak mempunyai sebarang pertalian keluarga dengan manamana pengarah atau pemegang saham utama UMLand. Beliau tidak pernah disabit dengan sebarang kesalahan dan tiada perancangan perniagaan bersama UMLand di mana beliau mempunyai kepentingan peribadi. Beliau memiliki Ijazah Sarjana Sains Kejuruteraan Awam dari Universiti Kebangsaan Singapura dan Ijazah Sarjana Muda Sains pengkhususan Kejuruteraan Awam (Kelas Pertama) dari Universiti Cardiff, United Kingdom. Beliau juga adalah seorang jurutera profesional berdaftar. Beliau tidak mempunyai sebarang pertalian keluarga dengan manamana pengarah atau pemegang saham utama UMLand kecuali sebagai nomini CapitaLand, pemegang saham utama UMLand. Justeru itu beliau dianggap mempunyai kepentingan di dalam sesetengah urus niaga berulang dengan pihak berkaitan yang berbentuk hasil dan dagangan yang perlu kepada operasi harian di mana UMLand dan subsidiarinya mungkin berurusan dengan Kumpulan CapitaLand. Beliau juga tidak pernah disabit dengan sebarang kesalahan dan tiada perancangan perniagaan bersama UMLand di mana beliau mempunyai kepentingan peribadi. UNITED MALAYAN LAND BHD LAPORAN TAHUNAN 2008

183 Datuk Nur Jazlan Tan Sri Mohamed Chan Say Yeong Pengarah Bebas Bukan Eksekutif, 43, Warganegara Malaysia Pengarah Bukan Bebas Bukan Eksekutif, 45, Warganegara Malaysia Datuk Nur Jazlan telah dilantik ke Lembaga Pengarah UMLand pada 19 Oktober Beliau juga adalah ahli Jawatankuasa Audit, Jawatankuasa Pencalonan dan Jawatankuasa Imbuhan UMLand. Datuk Nur Jazlan adalah ahli fellow Persatuan Akauntan Bertauliah (ACCA), United Kingdom. Beliau adalah Ahli Majlis dan Pengerusi Jawatankuasa Perhubungan Awam kepada Institut Akauntan Malaysia dan juga Ahli Majlis Akauntan Persekutuan ASEAN. Selain daripada pengalaman korporat, Datuk Nur Jazlan juga aktif dalam bidang politik. Beliau adalah Ketua UMNO Pulai, Johor dan juga Pengerusi Barisan Nasional bahagian itu. Beliau pernah menjadi Ahli EXCO Pemuda UMNO dari 1996 hingga Beliau telah terpilih sebagai Ahli Parlimen untuk Kawasan Parlimen Pulai (Johor) pada pilihan raya umum yang diadakan pada Mac Beliau juga menjadi ahli Jawatankuasa Akaun Awam (PAC) di Parlimen dan Pengerusi Jawatankuasa Kewangan Kelab Penyokong Kerajaan Barisan Nasional. Beliau ketika ini menganggotai Lembaga Pengarah Telekom Malaysia Berhad (TM), Prinsiptek Corporation Berhad, Penang Port Sdn Bhd., Jaycorp Berhad, TSH Resources Berhad dan Ekowood International Berhad. Datuk Nur Jazlan pernah menjadi Pengerusi Jawatankuasa Audit Lembaga TM dari tahun 2004 hingga 2007 serta ahli dalam Jawatankuasa Tender Lembaga. Beliau juga adalah ahli Lembaga Pesuruhjaya PT Excelcomindo Pratama, Indonesia sehingga 28 Julai 2008, dan Pengerusi Multinet Pakistan (Private) Limited, subsidiari kepada TM sehingga 30 Jun Chan Say Yeong telah dilantik ke Lembaga Pengarah UMLand pada 1 Ogos Beliau juga adalah ahli Jawatankuasa Audit, Jawatankuasa Eksekutif dan Jawatankuasa Lembaga Tender UMLand. Beliau kini ialah Ketua Pegawai Eksekutif dan Pengarah Eksekutif Quill Capita Management Sdn Bhd. Sebelum ini, beliau adalah Pengarah Urusan CapitaLand Financial Limited yang berpangkalan di Malaysia. Chan Say Yeong memegang Ijazah Sarjana Muda Perakaunan dari Universiti Kebangsaan Singapura. Beliau telah menjalani Program Pembangunan Eksekutif di Wharton School, Universiti Pennsylvania, Amerika Syarikat. Beliau tidak mempunyai sebarang pertalian keluarga dengan manamana pengarah atau pemegang saham utama UMLand kecuali sebagai nomini CapitaLand, pemegang saham utama UMLand. Justeru itu beliau dianggap mempunyai kepentingan di dalam sesetengah urus niaga berulang dengan pihak berkaitan yang berbentuk hasil dan dagangan yang perlu kepada operasi harian di mana UMLand dan subsidiarinya mungkin berurusan dengan Kumpulan CapitaLand. Beliau juga tidak pernah disabit dengan sebarang kesalahan dan tiada perancangan perniagaan bersama UMLand di mana beliau mempunyai kepentingan peribadi. Datuk Nur Jazlan tidak mempunyai sebarang pertalian keluarga dengan mana-mana pengarah atau pemegang saham utama UMLand. Beliau tidak pernah disabit dengan sebarang kesalahan dan tiada perancangan perniagaan bersama UMLand di mana beliau mempunyai kepentingan peribadi. UNITED MALAYAN LAND BHD LAPORAN TAHUNAN 2008

184 Syed Azmin Mohd Syed Nor Pengarah Bukan Bebas Bukan Eksekutif, 45, Warganegara Malaysia Ng Eng Soon Pengarah Bukan Bebas Bukan Eksekutif, 52, Warganegara Singapura Syed Azmin Mohd Syed Nor telah dilantik ke Lembaga Pengarah UMLand pada 3 Mei Beliau adalah ahli Jawatankuasa Eksekutif, Jawatankuasa Lembaga Tender, Jawatankuasa Risiko, Jawatankuasa Pencalonan, Jawatankuasa Imbuhan dan Jawatankuasa Opsyen UMLand. Beliau kini adalah Pengarah Eksekutif Amtek Holdings Berhad. Beliau juga menganggotai Lembaga Pengarah Engtex Group Berhad, Tradewinds Corporation Berhad dan Tradewinds (M) Berhad. Beliau adalah bekas Pengarah Eksekutif CN Asia Corporation Berhad dari 1997 hingga 2005 di mana beliau bertanggungjawab bagi hal-ehwal korporat dan pembangunan perniagaan. Pada tahun 1999, beliau adalah seorang daripada Pengasas / Pengarah sebuah syarikat IT, iaitu Commerce Dot Com Sdn Bhd, yang mengendalikan satu projek perdagangan elektronik kerajaan, e-perolehan. Syed Azmin memperolehi Ijazah Sarjana Muda Sains, pengkhususan Pengurusan Perniagaan dari Universiti Berkeley, Amerika Syarikat. Setelah menamatkan pengajian pada tahun 1984, beliau terlibat dalam beberapa perniagaan persendirian termasuk perdagangan komoditi, pembangunan kediaman, perkilangan dan pembrokeran saham. Ng Eng Soon telah dilantik ke Lembaga Pengarah UMLand pada 31 Oktober Beliau kini adalah Pengarah Eksekutif Chee Tat Holdings (Singapore) Pte Ltd. Beliau menamatkan pengajian dari London School of Economics, United Kingdom dengan Ijazah Sarjana Muda pengkhususan Ekonomi. Ng Eng Soon ialah adik kepada Dato Ng Eng Tee, Naib Pengerusi / Pengarah Eksekutif UMLand. Beliau adalah nomini Chee Tat Holdings (Singapore) Pte Ltd, pemegang saham utama UMLand. Justeru itu beliau dianggap mempunyai kepentingan dalam sesetengah urus niaga berulang dengan pihak berkaitan yang berbentuk hasil dan dagangan yang perlu kepada operasi harian di mana UMLand dan subsidiarinya mungkin berurusan dengan Chee Tat Holdings (Singapore) Pte Ltd. Beliau tidak pernah disabit dengan sebarang kesalahan dan tiada perancangan perniagaan bersama UMLand di mana beliau mempunyai kepentingan peribadi. Beliau tidak mempunyai sebarang pertalian keluarga dengan mana-mana pengarah UMLand. Beliau adalah nomini Tradewinds Corporation Berhad, pemegang saham utama UMLand dan adik kepada YBhg Tan Sri Dato Syed Mokhtar Shah bin Syed Nor, pemegang saham berkepentingan besar UMLand. Justeru itu beliau dianggap mempunyai kepentingan dalam sesetengah urus niaga berulang dengan pihak berkaitan yang berbentuk hasil dan dagangan yang perlu kepada operasi harian di mana UMLand dan subsidiarinya mungkin berurusan dengan Tradewinds Corporation Berhad dan kumpulannya. Beliau tidak pernah disabit dengan sebarang kesalahan dan tiada perancangan perniagaan bersama UMLand di mana beliau mempunyai kepentingan peribadi. UNITED MALAYAN LAND BHD LAPORAN TAHUNAN 2008

185 Pakhruddin Sulaiman Pengarah Bebas Bukan Eksekutif, 52, Warganegara Malaysia Lim Wie Shan (PENGARAH GILIR KEPADA CHEN LIAN PANG DAN CHAN SAY YEONG) Pengarah Bukan Bebas Bukan Eksekutif, 39, Warganegara Singapura Pakhruddin Sulaiman telah dilantik ke Lembaga Pengarah UMLand pada 27 Ogos Beliau adalah ahli Jawatankuasa Audit dan Jawatankuasa Risiko UMLand. Lim Wie Shan menyertai Lembaga Pengarah UMLand sebagai pengarah gilir kepada Chen Lian Pang dan Chan Say Yeong pada 1 Ogos Pakhruddin menamatkan pengajian dari Universiti London, United Kingdom dengan Ijazah Sarjana Muda Undang-undang. Beliau juga adalah Barrister-at-law dari Lincoln s Inn. Beliau memulakan kerjaya beliau pada 1985 sebagai pembantu undang-undang di beberapa fi rma guaman. Beliau menyertai Mohd Khamil & Co sebagai Rakan Pengurusan pada Beliau kini adalah Rakan Pengurusan Pakhruddin & Partners. Beliau juga adalah ahli Lembaga Pengarah Tradewinds Plantation Berhad. Pakhruddin tidak mempunyai sebarang pertalian keluarga dengan mana-mana pengarah atau pemegang saham utama UMLand. Beliau juga tidak pernah disabit dengan sebarang kesalahan dan tiada perancangan perniagaan bersama UMLand di mana beliau mempunyai kepentingan peribadi. Lim Wie Shan kini adalah pengarah MCDF Investment Pte Ltd dan MCDF Management Pte Ltd. Beliau adalah bekas graduan dari Universiti Teknologi Nanyang dengan Ijazah Sarjana Muda Kejuruteraan (Kepujian) yang diperoleh pada tahun 1993 dan mempunyai Ijazah Sarjana Sains (Kejuruteraan Awam) serta Sarjana Pengurusan Perniagaan masing-masing dari Universiti Kebangsaan Singapura dan Kolej Imperial, University of London. Beliau juga telah menjalani Program Pembangunan Eksekutif di Wharton School, Universiti Pennsylvania, Amerika Syarikat. Pada tahun 1997, beliau telah menyertai Pidemco Land Limited (kini dikenali sebagai CapitaLand Limited). Beliau kini adalah Naib Presiden Kanan, Pelaburan dan Pengurusan Harta di CapitaLand Commercial Limited. Beliau juga adalah pengarah MCDF Investment Pte Ltd dan MCDF Management Pte Ltd, yang bertumpuan terhadap Malaysia. Lim Wie Shan tidak mempunyai sebarang pertalian keluarga dengan mana-mana pengarah atau pemegang saham utama UMLand kecuali sebagai nomini CapitaLand, pemegang saham utama UMLand. Justeru itu beliau dianggap mempunyai kepentingan dalam sesetengah urus niaga berulang dengan pihak berkaitan yang berbentuk hasil dan dagangan yang perlu kepada operasi harian di mana UMLand dan subsidiarinya mungkin berurusan dengan Kumpulan CapitaLand. Beliau juga tidak pernah disabit dengan sebarang kesalahan dan tiada perancangan perniagaan bersama UMLand di mana beliau mempunyai kepentingan peribadi. UNITED MALAYAN LAND BHD LAPORAN TAHUNAN 2008

186 kalendar kewangan bagi tempoh 1 januari 2008 hingga 31 disember 2008 feb feb mei Pembayaran dividen interim sebanyak 2.5 sen kasar sesaham biasa berhubung tahun kewangan berakhir 31 Disember Dividen bersih ini berjumlah RM4,463, Pengumuman keputusan kewangan Suku Keempat bagi tahun kewangan berakhir 31 Disember 2007 ke Bursa Malaysia Securities Berhad. Pengumuman keputusan kewangan Suku Pertama bagi tahun kewangan berakhir 31 Disember 2008 ke Bursa Malaysia Securities Berhad. jun ogos sept Mesyuarat Agung Tahunan ke 47 dan Mesyuarat Agung Luar Biasa di Crowne Plaza Mutiara, Kuala Lumpur. Pengumuman keputusan kewangan Suku Kedua bagi tahun kewangan berakhir 31 Disember 2008 ke Bursa Malaysia Securities Berhad. Pembayaran dividen akhir sebanyak 7.5 sen kasar sesaham biasa tolak cukai berhubung tahun kewangan berakhir 31 Disember Dividen bersih ini berjumlah RM13,392, nov Pengumuman keputusan kewangan Suku Ketiga bagi tahun kewangan berakhir 31 Disember 2008 ke Bursa Malaysia Securities Berhad. UNITED MALAYAN LAND BHD LAPORAN TAHUNAN 2008