UMLand Annual Report 2009 by chartnexus cnx

ANNUAL REPORT 2009

Above and beyond

At UMLand, we are focused on creating the perfect setting for living. Through our core business of building integrated townships and niche developments, we will continue to deliver long-term value to our customers and shareholders. By growing hand-in-hand with the community and enriching lives, we strive to excel above and beyond.

contents

Corporate Profile

Corporate Information

Five-Year Group Financial Highlights Board of Directors

Corporate Responsibility

Chairmanâ&#x20AC;&#x2122;s Message

Financial Calendar

Profile of Directors

Statement on Internal Control Financial Statements

Notice of 49th Annual General Meeting

142

Operations Review

Corporate Governance Statement

Audit Committee Report

List of Properties

Group Corporate Structure

Management Team

Corporate Calendar

U N I T E D M A L AYA N L A N D B H D ( 4 1 3 1 - M )

Additional Compliance Information

Analysis of Shareholdings

145

148

Statement Accompanying Notice of 49th Annual General Meeting

152

Form of Proxy

U N I T E D M A L AYA N L A N D B H D ( 4 1 3 1 - M )

Vision To be a property developer of distinction, creating quality lifestyles and communities

Mission To develop a brand that represents quality and innovation which creates value and is the preferred choice

Shared Values Integrity Customer driven Profitable Excellence Rewarding Team that works Progressive

U N I T E D M A L AYA N L A N D B H D ( 4 1 3 1 - M )

Corporate Profile

U N I T E D M A L AYA N L A N D B H D ( 4 1 3 1 - M )

United Malayan Land Bhd. (UMLand) was incorporated in 1961 and listed on the Main Board of Bursa Malaysia Securities Berhad in 1969. The Group is principally involved in property development. Guided by a dynamic Board of Directors under the leadership of YABhg Tun Musa Hitam, UMLand’s Board of Director 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 Iskandar Malaysia, Johor (Bandar Seri Alam and Taman Seri Austin) and Selangor (Bandar Seri Putra), all of which are high growth development areas. In the Niche Division, 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), and is currently developing Suasana Bangsar, a 190-unit condominium located in the upmarket suburb of Bangsar. Besides Suasana Bangsar, the Group has several new projects in hand, located within the vicinity of KLCC, Kuala Lumpur Golden Triangle and Iskandar Malaysia. As at December 31, 2009, 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 RM857.85 million and its net assets per ordinary share is RM3.56.

U N I T E D M A L AYA N L A N D B H D ( 4 1 3 1 - M )

Corporate Information BOARD OF DIRECTORS

R E M U N E R AT I O N C O M M I T T E E

C O M PA N Y S E C R E TA R Y

Tun Musa Hitam Chairman Independent Non-Executive Director

Datuk Syed Ahmad Khalid bin Syed Mohammed (Chairman) Datuk Nur Jazlan bin Tan Sri Mohamed Syed Azmin bin Mohd Nursin @ Syed Nor

Zuraidah Mohd Yusoff (MAICSA 7001552)

Dato’ Ng Eng Tee Deputy Chairman / Executive Director Non-Independent Executive Director Chan Say Yeong Non-Independent Non-Executive Director Datuk Syed Ahmad Khalid bin Syed Mohammed Independent Non-Executive Director Datuk Nur Jazlan bin Tan Sri Mohamed Independent Non-Executive Director Hazel Chew Siew Cheng Non-Independent Non-Executive Director Syed Azmin bin Mohd Nursin @ Syed Nor Non-Independent Non-Executive Director Ng Eng Soon Non-Independent Non-Executive Director Pakhruddin bin Sulaiman Independent Non-Executive Director Lim Wie Shan (alternate to Chan Say Yeong and Hazel Chew Siew Cheng) Non-Independent Non-Executive Director AUDIT COMMITTEE

Datuk Syed Ahmad Khalid bin Syed Mohammed (Chairman) Datuk Nur Jazlan bin Tan Sri Mohamed Chan Say Yeong Pakhruddin bin Sulaiman EXECUTIVE COMMITTEE

Tun Musa Hitam (Chairman) Dato’ Ng Eng Tee Syed Azmin bin Mohd Nursin @ Syed Nor Chan Say Yeong TENDER BOARD COMMITTEE

Dato’ Ng Eng Tee (Chairman) Syed Azmin bin Mohd Nursin @ Syed Nor Chan Say Yeong

N O M I N AT I O N C O M M I T T E E

Datuk Syed Ahmad Khalid bin Syed Mohammed (Chairman) Datuk Nur Jazlan bin Tan Sri Mohamed Syed Azmin bin Mohd Nursin @ Syed Nor

REGISTERED OFFICE

Suite 1.1, 1st Floor Kompleks Antarabangsa Jalan Sultan Ismail 50250 Kuala Lumpur Tel No : 603-2142 1611 Fax No : 603-2142 1826 (Corporate) 603-2141 4867 (Secretarial) AUDITORS

RISK COMMITTEE

Syed Azmin bin Mohd Nursin @ Syed Nor (Chairman) Dato’ Ng Eng Tee Pakhruddin bin Sulaiman

PricewaterhouseCoopers Chartered Accountants Level 10, 1 Sentral, Jalan Travers Kuala Lumpur Sentral P O Box 10192 50706 Kuala Lumpur

OPTION COMMITTEE

Syed Azmin bin Mohd Nursin @ Syed Nor Dato’ Ng Eng Tee Pee Tong Lim SENIOR MANAGEMENT

Dato’ Ng Eng Tee Deputy Chairman / Executive Director Pee Tong Lim Group Chief Executive Officer Zulkifly Garib Director, Operations TOWNSHIP MANAGEMENT

Ng Tay Guan General Manager, Bangi Heights Development Sdn. Bhd. Mohd Noor Abdul Salam General Manager, Seri Alam Properties Sdn. Bhd. Wong Kuen Kong General Manager, Dynasty View Sdn. Bhd.

P R I N C I PA L B A N K E R S

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 50490 Kuala Lumpur Tel No : 603-2084 9000 Fax No : 603-2094 9940 STOCK EXCHANGE LISTING

Main Market Bursa Malaysia Securities Berhad Stock Name : UMLAND Stock Code : 4561 WEBSITE ADDRESS

www.umland.com.my

U N I T E D M A L AYA N L A N D B H D ( 4 1 3 1 - M )

trust Trust is a pride we have earned from our customers as we continuously deliver our projects on time and with superior quality. Trust of our investors and stakeholders comes from the stringent adherence to corporate governance and rules of transparency which we consistently practise with the highest ethical standards as a responsible corporate citizen.

U N I T E D M A L AYA N L A N D B H D ( 4 1 3 1 - M )

Chairmanâ&#x20AC;&#x2122;s Message The Group posted a robust net profit of RM55.0 million on the back of revenue that rose 21% to RM208.5 million contributed by both its Township and Niche Divisions, including several strategic land sales.

PREAMBLE

It is with pleasure that I present to you the annual report of the Group for the financial year ended 31 December 2009 (FY09). The year under review continued to be challenging as the global financial crisis in late 2008 continued into 2009.

It was not until the second-half of 2009 that sales of residential properties began to recover as demand in the property market picked up from a boost in consumer confidence largely due to a low interest rate regime and government measures to support the economy.

2009: SAILING THROUGH STORMY

While the Malaysian economy did not enter into a recession until late 2008, the impact of the slowdown was felt for the better part of the first-half of 2009. For property developers, this meant a marked drop in demand for housing and this was reflected in lower sales for the Group, particularly in the first half of the year.

W AT E R S

The first quarter of 2009 was almost certainly the worst part of a challenging year for all concerned with Malaysiaâ&#x20AC;&#x2122;s export-driven economy feeling the impact of a spiraling drop in global demand. This had a knock-on effect on the rest of the economy as consumer spending fell due to the general slump in confidence.

U N I T E D M A L AYA N L A N D B H D ( 4 1 3 1 - M )

Chairman’s Message

As a result of the economic recession, the Group scaled back on property launches for the year. However, the economy began the slow but steady climb towards recovery beginning in the second-half of the year and this was reflected in the forward economic indicators such as factory output and subsequently by exports, which saw demand pick up again initially due to stocking activities and then by a more steady real demand. The low interest rate regime maintained by Bank Negara, which kept its benchmark policy rate – the overnight policy rate (OPR) – at 2% following rate cuts in January and February last year helped in supporting consumer demand, especially for big ticket items such as housing and passenger cars. Additionally, the RM67 billion worth of stimulus measures announced by the government in November 2008 and March 2009, helped in supporting the economic recovery, which expanded in the fourth quarter of 2009 after three consecutive quarters of contraction.

FINANCIAL PERFORMANCE

In the year under review, the Group posted a net profit of RM55.0 million compared to a loss of RM3.5 million in the financial year ended 31 December 2008, on revenue that rose 21% to RM208.5 million. The strong rebound in net profit was largely due to several strategic land sales that the Group conducted in the township of Bandar Seri Alam in Johor, as well as increased profit contribution from the township of Bandar Seri Putra in Selangor; and Suasana Bangsar, a high-end condominium project in Kuala Lumpur. Earnings per share climbed to 22.7 sen against the -1.4 sen recorded in the previous year.

DIVIDEND

The Group has paid out two interim dividends of 2.5 sen gross per share, less tax, each for FY09. A final dividend of 4.76 sen per share, consisting of gross dividend of 4.06 sen per share, less tax, and tax exempt dividend of 0.70 sen per share, has been proposed by the directors which will be subjected to shareholders’ approval in the forthcoming annual general meeting. If approved, this together with the two interim dividends will bring the total gross dividend to 9.76 sen per share.

T R A N S F O R M AT I O N

The economic recession and the slowdown in property launches was an opportunity for the Group to revise the master plans of the townships it is currently developing, to further improve efficiency in land usage and enhance the value of its landbanks. In 2009, certain strategic land sales in Bandar Seri Alam were identified and sold to several institutions of higher learning in Bandar Seri Alam. These include Mara Junior Science College, Universiti Kuala Lumpur, Universiti Teknologi Mara, Masterskill University College of Health Sciences and an Arts College. The Iskandar Malaysia Eastern District police headquarters was also set up in Bandar Seri Alam, which will boost security in the township. Currently, the police headquarters is located in a rented building but will eventually relocate to a new building, which is currently under construction. The educational institutions are expected to commence operations in late 2011 and early 2012, and this together with the added security of having a district police headquarters is expected to have a positive impact on the township’s continued development. As Bandar Seri Alam matures further and with its changing demographic profile, the Group has taken the strategic move to incorporate changes to the master plan in order to cater to the lifestyle of its population including the young and dynamic segment. The Group considers the various initiatives taken by Bandar Seri Alam as a platform to move forward and capitalize on the future upturn in the property market in the region. In this respect, land sales and strategic tie-ups will continue although the contribution of such sales to net profit and revenue will not be as significant going forward. The establishment of the various institutions of higher learning has transformed Bandar Seri Alam into a “City of Knowledge” (an education hub) for the eastern part of the Iskandar Malaysia development corridor. This augurs well for Seri Alam’s future development with a balance of approximately 1,200 acres yet to be developed.

U N I T E D M A L AYA N L A N D B H D ( 4 1 3 1 - M )

Two interim dividends and a proposed final dividend totaling 9.76 sen per share for FY09 is in line with the Group’s consistent efforts to deliver strong shareholders returns. OUTLOOK IN 2010

ACKNOWLEDGMENTS

The industry outlook for 2010 is expected to be an improvement over 2009 as the economy recovers and demand picks up. However, the main concern will be the expected rise in interest rates for housing loans, which may have a dampening impact on the property market despite the anticipated growth in demand.

The year under review has been challenging, to say the least. However, the Group has weathered the challenges with the support of a dedicated and professional board of directors as well as the hard work of the employees.

This is premised on the fact that Bank Negara, which raised the overnight policy rate by 25 basis points in March this year to 2.25%, and then to 2.5% in May, may raise the benchmark policy rate further. The anticipated growth in demand augurs well for the Group’s township division. In the year ahead, the Group will continue to launch new products in its three townships, namely Bandar Seri Alam, Taman Seri Austin and Bandar Seri Putra, which will continue to provide the base contribution to revenue. For its niche division, Suasana Bangsar project is expected to be completed in 2010. Going forward, the Group has several new niche projects in the pipeline. The first is Suasana Bukit Ceylon, a highend condominium project along Jalan Raja Chulan in the heart of Kuala Lumpur, which is targeted to be launched in the second half of 2010.

During the year we saw a change in the leadership of the Group with Mr Anthony Yap stepping down as the Group Chief Executive Officer (GCEO) after the expiration of his contract on 15 September 2009. I would like to extend my appreciation to Anthony for his contributions to the Group during his tenure. At the same time, I would like to congratulate Mr Pee Tong Lim, who was the Group’s former Director of Corporate and Finance, as our new GCEO. I am confident that the Group will forge further ahead under his capable stewardship. My heartfelt appreciation also goes out to the management and staff who have worked hard to ensure that the Group sailed through the difficult period with little adverse impact. Last but not least, my appreciation also goes out to all our valued customers, bankers, business associates and the various local authorities for their continued confidence and support.

Besides Suasana Bangsar and Suasana Bukit Ceylon, the other new niche projects include a service apartment project in Puteri Harbour in a waterfront precinct that is part of Nusajaya in Iskandar Malaysia (a 50:50 joint venture with UEM Land Bhd); Matex project in Jalan Wong Ah Fook Johor Bahru; Ipjora project in Bukit Ceylon area in Kuala Lumpur; and the Mayang project in the vicinity of KLCC (a 50:50 joint venture with Bolton). In my statement last year, I informed you about the proposed joint venture development with Tradewinds Johor Sdn Bhd in Pulai. This proposed joint venture has been approved by the shareholders in an Extraordinary General Meeting held on 1 October 2009. The acquisition of the 600-acre land in Pulai Jaya by the joint venture company is pending completion. This land proposed to be developed into an industrial hub is strategically located near Senai Airport with good linkage to Bandar Nusajaya.

Tun Musa Hitam Chairman

U N I T E D M A L AYA N L A N D B H D ( 4 1 3 1 - M )

Five-Year Group Financial Highlights UMLand Group (figures in RM million unless otherwise stated)

2009

2008

2007

2006

2005

208.51

172.08

396.77

416.58

214.80

Profit before taxation Taxation

62.92 (5.45)

0.58 (1.84)

71.05 (11.10)

67.46 (10.89)

36.86 (3.13)

Net profit/(loss) for the financial year

57.47

(1.26)

59.95

56.57

33.73

Attributable to: Equity holders of the Company Minority interests

55.04 2.43

(3.46) 2.20

46.61 13.34

40.15 16.42

29.21 4.52

280.39 77.36 194.70 18.51 626.18

328.91 40.17 172.97 16.52 712.87

339.43 35.18 163.97 14.12 728.13

344.29 4.72 174.29 17.25 812.61

344.39 4.76 178.45 21.86 642.37

1,197.14

1,271.44

1,280.83

1,353.16

1,191.83

Current liabilities Non-current borrowings Other non-current liabilities

179.74 81.76 10.87

211.49 134.67 24.83

199.18 149.87 12.08

360.90 116.11 29.11

240.57 112.67 32.79

Total liabilities

272.37

370.99

361.13

506.12

386.03

Total net assets

924.77

900.45

919.70

847.04

805.80

Minority interests Shareholders’ equity

(66.92) 857.85

(84.06) 816.39

(86.87) 832.83

(74.65) 772.39

(59.40) 746.40

FINANCIAL RATIOS Gross dividend per share (sen) - Taxed - Tax exempt

9.06 0.70

2.5 –

10.0 –

6.5 2.5

7.5 –

Basic earnings per share (sen)

22.8*

(1.4)

19.6

17.3

12.6

Net assets per share (RM)

3.56**

3.38

3.45

3.33

3.22

Gearing (times)

0.22

0.34

0.30

0.45

0.35

OPERATING RESULTS Revenue

KEY BALANCE SHEET DATA Property, plant and equipment Long term investments Land held fo property development Other non-current assets Current assets Total assets

Basic earnings per share is calculated based on the weighted average number of shares of 241,303,433 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).

U N I T E D M A L AYA N L A N D B H D ( 4 1 3 1 - M )

Net profit attributable to equity holders of the Company

Revenue

208.51

+21%

mil

208.51

396.77

416.58

214.80

22.8

(1.4) 19.6

17.3

ringgit

+5%

06 05

1,197.14

09 08

1,271.44

1,280.83 1353.16 1,191.83

9.76

sen

+>100%

Recognising continued support of our shareholders

3.56

-6%

mil

Gross dividend per share

Demonstrating concerted efforts in maintaining value of our Company

1,197.14

Net assets per share

3.56

29.21

12.6

40.15

Continually enhancing the value of our assets

Strong rebound in earnings

46.61

Total assets

+>100%

sen

(3.46)

Basic earnings per share

22.8

55.04

172.08

+>100%

mil

Robust contribution from our Niche Division

Boost in sales of Suasana Bangsar and strategic land sales

55.04

3.38 3.45 3.33 3.22

9.76

09 08

2.5 10.0

9.0

06 05

7.5

U N I T E D M A L AYA N L A N D B H D ( 4 1 3 1 - M )

Financial Calendar FOR THE PERIOD 1 JANUARY 2009 TO 31 DECEMBER 2009

25 February Announcement of Quarter 4 financial results for the financial period ended 31 December 2008 to Bursa Malaysia Securities Berhad.

21 May Announcement of Quarter 1 financial results for the financial period ended 31 March 2009 to Bursa Malaysia Securities Berhad.

22 June Payment of an interim dividend of 2.5 sen pe r ordinary share less tax , in respect of the financial year ended 31 December 2009. The final net dividend amounted to RM4,524,438.61.

26 August Announcement of Quarter 2 financial results for the financial period ended 30 June 2009 to Bursa Malaysia Securities Berhad.

18 September Payment of a final dividend of 2.5 sen per ordinary share less tax, in respect of the financial year ended 31 December 2008. The final net dividend amounted to RM4,524,438.65.

1 October Extraordinary General Meeting at Crowne Pla za Mutiara Kuala Lumpur.

24 June

23 November

48th Annual G eneral Meeting at Cr owne Plaza Mutiara Kuala Lumpur.

Announcemen t of Quarter 3 fina ncial results for the financ ial period ending 30 Sept ember 2009 to Bursa Malay sia Securities Berh ad.

U N I T E D M A L AYA N L A N D B H D ( 4 1 3 1 - M )

Group Corporate Structure

Investment holding and provision of management services

Seri Alam Hotel Resort Sdn Bhd

100%

General Trading

Township 100%

100%

70%

Seri Alam Properties Sdn Bhd Property Development and Related Activities Dynasty View Sdn Bhd Property Development and Related Activities

PMS Services Sdn Bhd

100%

Project Management Seri Alam Leisure Sdn Bhd

100%

Bangi Heights Development Sdn Bhd

Investment Holding

100%

Property Development and Related Activities

Seri Alam Golf & Equestrian Club Sdn Bhd Operation of a Recreational Club and Related Activities

Niche 100%

100%

71%

51%

50%

70%

100%

UM Development Sdn Bhd Property Development and Related Activities Exquisite Mode Sdn Bhd Property Development and Related Activities UM Land Assets Sdn Bhd Property Investment

Ipjora Holdings Sdn Bhd

100%

Developing, Building, owning and operating Serviced Apartments

Exquisite Skyline Sdn Bhd Property Development and Related Activities Extreme Consolidated Sdn Bhd Property Development and Related Activities Alpine Return Sdn Bhd Property Development and Related Activities Nusajaya Consolidated Sdn Bhd Property Development and Related Activities Suasana Sentral Two Sdn Bhd Property Development and Related Activities UM Residences Sdn Bhd Development of Serviced Apartments

UM Land Bena Sdn Bhd Property Development and Related Activities Country Equity Sdn Bhd Investment Holding UM Leisure Sdn Bhd General Trading Clear Dynamic Sdn Bhd Property Development and Related Activities

SSBC Sdn Bhd

50.533%

Letting and Marketing Somerset Seri Bukit Ceylon Serviced Residences

U N I T E D M A L AYA N L A N D B H D ( 4 1 3 1 - M )

Board of Directors Tun Musa Hitam Datoâ&#x20AC;&#x2122; Ng Eng Tee Chan Say Yeong

Datuk Nur Jazlan Bin Tan Sri Mohamed

Datuk Syed Ahmad Khalid Bin Syed Mohammed

Syed Azmin Bin Mohd Nursin @ Syed Nor

U N I T E D M A L AYA N L A N D B H D ( 4 1 3 1 - M )

Pakhruddin Bin Sulaiman

Ng Eng Soon

Hazel Chew Siew Cheng Lim Wie Shan (not in picture)

Profile of Directors

U N I T E D M A L AYA N L A N D B H D ( 4 1 3 1 - M )

Tun Musa Hitam was appointed to the Board of UMLand on 26 January 2006. He is also the Chairman of the Executive Committee of UMLand. Before becoming Malaysia’s fifth 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 1995. 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, University of Malaya and University Technology MARA. 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.

Tun Musa Hitam Chairman Independent Non-Executive Director Age : 76 Nationality : Malaysian

U N I T E D M A L AYA N L A N D B H D ( 4 1 3 1 - M )

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 2002. 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 (S) Pte Ltd. In addition, he is the President of King George Financial Corporation, 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 (S) 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 (S) 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.

Dato’ Ng Eng Tee Deputy Chairman / Executive Director Non-Independent Executive Director Age : 60 Nationality : Singaporean / Malaysian PR

U N I T E D M A L AYA N L A N D B H D ( 4 1 3 1 - M )

Profile of Directors

Chan Say Yeong was appointed to the Board of UMLand on 1 August 2008. He is also a member of the Audit Committee, Executive Committee and Tender Board Committee of UMLand. He is currently the Chief Executive Officer 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.

Chan Say Yeong Non-Independent Non-Executive Director Age : 46 Nationality : Malaysian

U N I T E D M A L AYA N L A N D B H D ( 4 1 3 1 - M )

Datuk Syed Ahmad Khalid bin Syed Mohammed was appointed to the Board of UMLand on 19 October 1994. He is currently the Chairman of the Audit Committee and a member of the Nomination Committee and Remuneration Committee of UMLand. An Asia Foundation scholar, Datuk Syed Ahmad Khalid received his Masters of Arts (M.A.) Degree majoring in Economics and International Trade and Finance from Ohio University, United States of America in 1973. Earlier in his career, he lectured Economics at University Technology MARA (UiTM)’s School of Business and Management. In 1976, he left UiTM to join Pernas Securities as its Economist and began a successful career in the private sector. Between 1978-1988 Datuk Syed Ahmad Khalid worked both in London and New York. He was MMC’s Head representative at Phillip Brothers Inc. Group of Companies both in London and New York. He returned to Malaysia in late 1980’s and worked in various senior management positions in several private and public companies amongst them being the Chairman of Century Logistics Holdings Berhad (a company which he co-founded and was its substantial shareholder), Group Executive Director of Granite Industries Berhad and Executive Chairman of Berisford (M) Sdn Bhd. The latter is an international commodities trading company which Datuk Syed Ahmad Khalid established with Berisford Plc of United Kingdom. Currently, in addition to being a Director of UMLand, Datuk Syed Ahmad Khalid is a director and shareholder of several private companies. 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.

Datuk Syed Ahmad Khalid Bin Syed Mohammed Independent Non-Executive Director Age : 60 Nationality : Malaysian

U N I T E D M A L AYA N L A N D B H D ( 4 1 3 1 - M )

Profile of Directors

Datuk Nur Jazlan bin Tan Sri Mohamed was appointed to the Board of UMLand on 19 October 1994. He is also a member of the Audit Committee, Nomination Committee and Remuneration Committee of UMLand. Datuk Nur Jazlan is a Fellow of the Association of Chartered Certified 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 2004. He was re-elected as a Member of Parliament for Pulai Parliamentary Constituency (Johor) in the general election held in March 2008. 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, Jaycorp Berhad, TSH Resources Berhad and Ekowood International Berhad. Datuk Nur Jazlan was the Chairman of TMâ&#x20AC;&#x2122;s Board Audit Committee from 2004 â&#x20AC;&#x201C; 2007 and a Member of Board Tender Committee. He was also a Member of Board of Commissioners of PT Excelcomindo Pratama, Indonesia until July 2008, and Chairman of Multinet Pakistan (Private) Limited, subsidiaries of TM until June 2008. 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 arrangement with UMLand in which he has personal interests.

Datuk Nur Jazlan Bin Tan Sri Mohamed Independent Non-Executive Director Age : 44 Nationality : Malaysian

U N I T E D M A L AYA N L A N D B H D ( 4 1 3 1 - M )

Hazel Chew Siew Cheng joined the Board of UMLand as Non-Independent Non-Executive Director on 31 October 2009. Ms Chew graduated from the National University of Singapore with a Bachelor of Accountancy degree. She is also a graduate from the Institute of Chartered Secretaries and Administrators. In 1998, she joined Pidemco Land Limited (now known as CapitaLand Limited). She is currently the Senior Vice President (Finance & Corporate Services) in CapitaLand Commercial Limited. She is a director of various companies in which CapitaLand has interests in, including MCDF Investment Pte Ltd which has investments in Malaysia. Prior to her current appointment, she was the Chief Financial Officer of The Ascott Group Limited and Vice President (Finance & Management Accounting) at CapitaLand Head Office in-charge of overall group financial reporting as well as group accounting policies and procedures. Ms Chew 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, she 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. She has never been charged for any offence and there has been no business arrangements with UMLand in which she has personal interests.

Hazel Chew Siew Cheng Non-Independent Non-Executive Director Age : 45 Nationality : Singaporean

U N I T E D M A L AYA N L A N D B H D ( 4 1 3 1 - M )

Profile of Directors

Syed Azmin bin Mohd Nursin @ Syed Nor was appointed to the Board of UMLand on 3 May 2006. 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 governmentâ&#x20AC;&#x2122;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. 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 Datoâ&#x20AC;&#x2122; Syed Mokhtar Shah bin 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.

Syed Azmin Bin Mohd Nursin @ Syed Nor Non-Independent Non-Executive Director Age : 46 Nationality : Malaysian

U N I T E D M A L AYA N L A N D B H D ( 4 1 3 1 - M )

Ng Eng Soon was appointed to the Board of UMLand on 31 October 1995. He is currently the Executive Director of Chee Tat Holdings (S) 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 Datoâ&#x20AC;&#x2122; Ng Eng Tee, the Deputy Chairman/ Executive Director of UMLand. He is a nominee of Chee Tat Holdings (S) 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 (S) 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.

Ng Eng Soon Non-Independent Non-Executive Director Age : 53 Nationality : Singaporean

U N I T E D M A L AYA N L A N D B H D ( 4 1 3 1 - M )

Profile of Directors

Pakhruddin bin Sulaiman was appointed to the Board of UMLand on 27 August 2007. He is a member of the Risk Committee and Audit Committee of UMLand. Pakhruddin graduated from the University of London, United Kingdom with a Bachelor Degree in Law. He is also a Barrister-atlaw from Lincolnâ&#x20AC;&#x2122;s Inn. He started his career in 1985 as a legal assistant of several legal firms. He joined Mohd Khamil & Co as its Managing Partner in 1993. 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.

Pakhruddin Bin Sulaiman Independent Non-Executive Director Age : 53 Nationality : Malaysian

U N I T E D M A L AYA N L A N D B H D ( 4 1 3 1 - M )

Lim Wie Shan joined the Board of UMLand as alternate director to Chan Say Yeong on 1 August 2008 and alternate to Hazel Chew Siew Cheng on 31 October 2009. 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 post-graduate 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 - Vietnam 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.

Lim Wie Shan (Alternate to Chan Say Yeong and Hazel Chew Siew Cheng) Non-Independent Non-Executive Director Age : 41 Nationality : Singaporean

U N I T E D M A L AYA N L A N D B H D ( 4 1 3 1 - M )

management team

Seated (from left)

Pee Tong Lim Wong Kuen Kong

Standing (from left)

Mohd Noor Abdul Salam Zulkifly Garib Ng Tay Guan

U N I T E D M A L AYA N L A N D B H D ( 4 1 3 1 - M )

SENIOR MANAGEMENT

TOWNSHIP MANAGEMENT

Pee Tong Lim Group Chief Executive Officer Age : 60 Nationality : Malaysian

Ng Tay Guan General Manager, Bangi Heights Development Sdn. Bhd. Age : 54 Nationality : Malaysian

Wong Kuen Kong General Manager, Dynasty View Sdn. Bhd. Age : 55 Nationality : Malaysian

Ng Tay Guan joined Bangi Heights Development Sdn Bhd, a subsidiary of UMLand Group in April 1997 as Assistant General Manager responsible for the Project development in Bandar Seri Putra Township. He was appointed as the General Manager in January 2005 and is responsible for the overall operation of Bangi Heights Development Sdn. Bhd.

Wong Kuen Kong joined Seri Alam Properties Sdn. Bhd., a wholly-owned subsidiary of UMLand, in 1990 as Head of Finance in Corporate & Finance Division responsible for the day to day financial management. He was subsequently assigned to Dynasty View Sdn Bhd as Acting Vice President in April 2005 to drive and take charge of the then new township known as Taman Seri Austin which was successfully launched in July 2005. He left the Group and ventured into consultancy services in 2007.

Pee Tong Lim joined the UMLand Group in March 2005 as Director, Finance & Corporate. In this portfolio he was responsible for the financial management, treasury function and corporate development of the Group. He assumed the position of Group Chief Executive Officer on 16 September 2009. He is responsible for the strategic direction and overall management and operations 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 Certified Public Accountants, Singapore and a Fellow of the Association of Chartered Certified Accountants, United Kingdom. He has many years of experience in merchant banking being involved in corporate finance, 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 2005. Mr Pee 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.

Zulkifly Garib Director, Operations Age : 49 Nationality : Malaysian Zulkifly Garib joined the UMLand Group in August 2006 as Director of Operations and is responsible for the Group’s portfolio of township development projects.

He graduated with Bachelor of Science Degree in Civil Engineering from National Taiwan University, Taipei, Taiwan and a Master of Engineering Degree in Construction Management from Asian Institute of Technology, Bangkok, Thailand. He began his career as a Consultant Civil Engineer in 1982, started with Jurutera Konsultant (SEA) Sdn Bhd and joined Abu Bakar & Associates Sdn Bhd in 1984. He has 20 years of property development experiences. He left the consultancy services and joined Country Heights Sdn Bhd in 1989 as the Project Manager and was appointed in 1994 as the Head of Project Department of Country Heights Holding Bhd until October 1995. Prior to joining Bangi Heights Development Sdn. Bhd. in April 1997, he was the General Manager of Hua Yang Development Sdn Bhd.

Mohd Noor Abdul Salam General Manager, Seri Alam Properties Sdn. Bhd. Age : 50 Nationality : Malaysian Mohd Noor Abdul Salam joined UMLand Group in 2007 as General Manager for Seri Alam Properties Sdn. Bhd. and is responsible for the Township’s overall development.

He graduated with a Bachelor of Science degree in Civil Engineering from The Hatfield Polytechnic, United Kingdom and began his career as a consultant civil engineer in 1986. He then took up positions as a Geotechnical Engineer and subsequently as Facilities Engineer with PLUS Berhad and UMW Corporation Sdn Bhd respectively.

He graduated with a Bachelor in Civil Engineering from Universiti Teknologi Malaysia in 1983 and started his earlier career as Executive Engineer with DBKL before joining the private sector and managing the Johor Bahru Water Supply Privatization Project in 1992. He was also involved in the successful implementation for the water privatization schemes in the State of Selangor Darul Ehsan and Kelantan Darul Naim.

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.

Prior to joining UMLand Group, he was managing the Penang Outer Ring Road (PORR) Highway Privatization Projects including 500 acres Reclamation Works in Gurney Drive and Middle Bank.

Zulkifly 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. 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 re-joined UMLand Group in October 2008 as General Manager for Dynasty View Sdn. Bhd. to boost Taman Seri Austin township to its highest level to compete with the many established surrounding developments. He is taking charge and responsible for the overall management and operation of the Taman Seri Austin development. He has more than 20 years experience in property development and is currently a member of the Malaysian Association of Company Secretaries. He began his career as Senior Audit Assistant in an Australian Audit firm in 1975. He then took up the position as Group Accountant for Hong Huat Realty Sdn. Bhd. and Datong Holdings Bhd. in 1981 & 1982 respectively before joining Tai Wah Garments & Knitting Factory Sdn. Bhd. as Accountant in 1988. In 1990 he decided to go back to property sector and joined Chee Tat Plantations Sdn. Bhd. which is now known as Seri Alam Properties Sdn. Bhd.

MANAGEMENT TEAM

MANAGEMENT OPERATIONS

United Malayan Land Bhd

Seri Alam Properties Sdn. Bhd. and Dynasty View Sdn. Bhd.

Lim Chin Tian Technical Consultant Mohd Dinniah Yusof Senior General Manager, Tax Advisory Long Foo Lum General Manager, Business Development Tengku Mahmood Tengku Ismail General Manager, Group Technical Liason/ Acting Head, Group Human Resources & Administration Gan Teong Hock Financial Controller

Mohd Noor Abdul Salam General Manager, Seri Alam Properties Sdn. Bhd. (SAP)

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Bangi Heights Development Sdn. Bhd. Ng Tay Guan General Manager Woo Wee Tiong Senior Manager, Project Management

Wong Kuen Kong General Manager, Dynasty View Sdn. Bhd. (DVSB)

Yasmin Daud Senior Manager, Township Management

Tan Siew Peng Assistant General Manager, Finance

Mun Choong Jan Senior Manager, Finance

Tan Kiat How Assistant General Manager, Asset Management and Support Services

Aw Wee Kiat Manager, Liaison

Chong Sumi Leong General Manager, Projects

Mohd Saifuddin Salehuddin Assistant General Manager, Facilities & Management

Zuraidah Mohd Yusoff Assistant General Manager, Secretarial / Legal

Chang Siau Ham Senior Manager, Sales & Marketing (SAP)

Leong Chooi Kuen Assistant General Manager, Corporate, Tax Planning and Risk Management

Law Teck Seng Manager, Liaison

Au Kar Sheng Manager, Sales & Marketing Suasana Sentral Two Sdn. Bhd.

Neoh Kim Wah Assistant General Manager, Group Marketing & Sales Yap Man Ying Senior Manager, Finance Lim Siang Joo Senior Manager, Information Technology Ab Aziz Ab Hamid Manager, Group Security Wan Farhana Kamaruddin Assistant Manager, Public Affairs

Cheng Siew Lee Assistant Manager, Sales & Marketing (DVSB)

Norulhudai Nasir Senior Manager, Finance & Risk Management Teo Lian Seng Senior Manager, Projects

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passion

Passion drives us to deliver exciting ideas and concepts that transform innovation into superior quality and inventions. Our passion is evident as we consistently deliver outstanding developments in our townships and niche projects.

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Operations Review

U N I T E D M A L AYA N L A N D B H D ( 4 1 3 1 - M )

PREAMBLE

The year under review started off with the country undergoing a recession, which lasted for three consecutive quarters as the exportled economy declined following the slow down in global demand. This in turn had an adverse effect on the economy which saw consumers rein in spending especially on bigticket items such as properties and passenger cars. On the positive side, building material prices were relatively lower compared to the previous year, and together with benign inflation, lower interest rates and government spending, the impact was somewhat mitigated with consumer sentiment picking up towards the end of the year. THE ECONOMY IN 2009

Unlike the previous year where there was a surge in inflation, the economy in the year under review was characterised by a generally cautious mood induced in large part by the recession. According to the Bank Negara annual report for 2009, the economy contracted by 1.7% in 2009 compared to a growth of 4.6% in 2008. Sentiments were further dampened as the drop in global demand impacted the manufacturing sector, which saw doubledigit declines in both exports and factory output.

The construction sector, however, expanded by 5.7% in 2009 with much of it due to ongoing infrastructure projects implemented under the Ninth Malaysia Plan. This, together with Government spending in the form of the two stimulus packages worth a total of RM67 billion, the cuts in interest rates and easier access to financing, contributed to a strong recovery within the sector based on domestic demand in the second half of the year. Besides the fiscal and monetary measures, the growth of exports in the second half of the year onwards also boosted consumer sentiment. This was reflected in the fourth quarter as the economy registered positive recovery when it achieved an expansion of 4.4% on sustained growth in private consumption and increased public sector spending. F I N A N C I A L R E S U LT S

With the country facing the challenges brought upon by the recession, the Group had anticipated a tough year in 2009. Nevertheless, despite the challenges of a difficult year, we are pleased to report that the Group managed to post a net profit of RM55.0 million in the year ended 31 December 2009 (FY2009) compared to a loss of RM3.5 million in the year ended 31 December 2008 on revenue that rose 21% to RM208.5 million. The rebound in revenue and net profit for FY2009 was largely due to several strategic land sales in the township of Bandar Seri Alam and the stronger profit contribution from Bandar Seri Putra and Suasana Bangsar. TOWNSHIP DIVISION

The Group will increase launches in 2010 in both Township and Niche Divisions with gross development values exceeding RM0.5 billion.

Due to the economic uncertainties during the year, the Group scaled back on its property launches in all its three township developments, namely Bandar Seri Alam and Taman Seri Austin both in Iskandar Malaysia, Johor, and Bandar Seri Putra in Bangi, Selangor.

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Operations review

The Group took the opportunity to relook at its long-term plans and made adjustments to its on-going strategies which included reviewing the master plans and products of the three townships. In this respect, certain strategic land sales in Bandar Seri Alam were identified and sold to several institutions of higher learning, namely Mara Junior Science College, Universiti Kuala Lumpur, Universiti Teknologi Mara, Masterskill University College of Health Sciences and an Arts College. As a result of this development, Seri Alam is being transformed into an education hub, as it rebrands itself as a â&#x20AC;&#x153;City of Knowledgeâ&#x20AC;?. Besides the establishment of these institutions of higher learning, the township also has other amenities such as the Regency Hospital, the Octville Golf and Country Club, Tesco hypermarket and several 24-hour food outlets. These amenities are further augmented by the presence of the Iskandar Malaysia Eastern District police headquarters within Seri Alam, which further enhances the appeal of the township. With safety being one of the major concerns among residents, the presence of the police headquarters will largely address the security concerns and thus provides peace of mind to the people working and living in the township. The anticipated growth in student population and the expected change in demographics will act as a catalyst for further development and enhance the value of Seri Alam as a choice location. With this in mind, Seri Alam will tailor its products to specifically meet changing market demands and cater for the needs of the population, in its future development plans for the balance landbank of approximately 1,200 acres. On a similar note, the Group had also taken the opportunity to review the master plan and products of Taman Seri Austin, our other township development in Johor. The review was conducted with a view of creating a

better living environment and to better meet the ever-changing market needs. Towards this objective, the Group had undertaken several community and environment initiatives in Seri Austin during the year such as the eco microorganism water treatment facility and the safe home campaign which was carried out in cooperation with the local police. Further up North and closer to Kuala Lumpur, Bandar Seri Putra township was one of the major contributors to the Groupâ&#x20AC;&#x2122;s revenue and profits during the year. Despite the economic situation, there was a marked improvement in prices and strong sales take-up rate for the new launches of semi-detached houses, bungalows and shop offices. The increase in demand for high-end products is due to its strategic location as well as it being at a mature stage of development and this has provided Seri Putra with the impetus to focus on high-end developments for the remaining landbank in the township. As at 31 December 2009, the Group still has a total landbank of approximately 1,606 acres of freehold land to be developed in its township division, with an estimated gross development value of approximately RM5 billion. NICHE DIVISION

Apart from the three township developments, the Group is also developing niche projects in the Klang Valley and Iskandar Malaysia. The niche division has contributed significantly to Group revenue and we expect it will continue to provide the Group with a steady revenue stream in the coming years.

Suasana Bangsar, a freehold 25-storey 190-unit high-end condominium project launched in July 2008, is nearing completion and expected to be completed in 2010. Total sales for Suasana Bangsar units have reached 85% thus far. Moving forward, the Group plans to launch Suasana Bukit Ceylon, a 310-unit high-end serviced apartment project along Jalan Raja Chulan in the heart of Kuala Lumpur, in the later part of 2010. Following this, the Group expects to launch a five-storey serviced apartment project with retail spaces in Puteri Harbour, the integrated waterfront and marina development in Bandar Nusajaya, Iskandar Malaysia. This development is a 50:50 joint venture with UEM Land.

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Operations review

Our strategic land sales for establishment of Universiti Teknologi Mara, Masterskill University College of Health Sciences, Universiti Kuala Lumpur and Mara Junior Science College is fast transforming Bandar Seri Alam into an education hub as it rebrands itself as a “City of Knowledge”.

Meanwhile, other niche projects in the pipeline are the Matex project with mixed commercial and serviced residence elements in Jalan Wong Ah Fook Johor Bahru; Ipjora project which is planned as a budget hotel in Bukit Ceylon area in Kuala Lumpur; and the Mayang project (a 50:50 joint venture with Bolton) in the vicinity of KLCC. PROSPECTS

The economic turnaround since the fourth quarter of 2009 improved further in 2010 with a growth of 10.1% being registered in first quarter and a 6% growth forecasted for the full year. This is expected to have a positive impact on the real estate sector in 2010 as the anticipated pent-up demand will drive the property market . With the improvement in economic conditions and to prevent any financial imbalance that could take place should rates remain too low for longer than necessary, Bank Negara raised its overnight policy rate by 25 basis points to 2.25% in March 2010 and then to 2.5% in May 2010. This may result in a moderate increase in the rate of inflation and bank lending rates in respect of end financing. The Group takes a long-term view where township development is concerned with a strong emphasis on value creation as the townships under the Group mature and commercial centres within these townships are developed.

As the Group’s three townships mature and facilities increase with the growing population, the outlook for the township division is expected to be good with further opportunities to be tapped. In view of this, the Group plans to increase the number of product launches in all its three townships in 2010. Introducing new products to cater to the ever-changing market environment as well as to improve efficiency in land usage will continue to be emphasized.

As part of the Group’s growth strategy, it will continue to engage with strategic joint venture partners for viable projects in the future. Additionally, the Group will also continue to look into strategic land sales that will add value to its townships although the contribution of such sales to revenue and profit may not be as significant going forward.

Revenue contributions from the Group’s niche division in the year ending 31 December 2010 is expected mainly from Suasana Bangsar. Contribution from Suasana Bukit Ceylon is not expected to be significant in 2010, since the project will only be launched towards the end of the year, but will come on stream thereafter. Likewise, revenue contribution from the other niche projects will only be expected after 2010 when these projects are launched.

The management takes this opportunity to thank the Board of Directors for their support and guidance which was especially important in the challenging year that has passed.

The Group will expand its activities in Iskandar Malaysia further with the joint venture with Tradewinds Johor Sdn Bhd for the development of a 600-acre land near Pulai Jaya. The acquisition of this parcel of 600acre land, situated next to a Technology Park and strategically located near Senai Airport with good linkages to Bandar Nusajaya and Singapore, is pending completion.

Last but not least, we would also like to extend our appreciation to our stakeholders, namely our valued customers, financiers, business partners and the various local authorities, without whose support we would not be in the healthy position we are in today.

ACKNOWLEDGEMENTS

Also, the management would like to thank the staff for their dedication, hard work and loyalty, through the turbulent times, without which the Group would not be able to achieve the commendable results for the year under review.

Pee Tong Lim Group Chief Executive Officer

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care

The UMLand stewardship of environment and contribution to communities reflects the way we conduct our operations to minimise the impact on the planet; the stringent quality we require of our projects and the initiatives we carry out aims to improve the lives of the people and organisations we assist.

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Corporate Responsibility At UMLand, we view Corporate Responsibility (CR) as an integral part of our business and firmly believe that our long-term success and sustainable growth is intrinsically linked to the way we conduct ourselves in dealing with our stakeholders which include our shareholders, employees, partners, customers, regulators and the government. Internally, we strive to inculcate socially responsible behaviour and practices among all our employees, which in turn will reflect on how we act as a company. At the corporate level, we will ensure that we operate in a fair and equitable manner, ensuring proper governance and transparency in all that we do. We realize that profits are not the only measurement for success; and we need to also look at how we impact the communities around us. This forms the basis of our CR strategy, which revolves around four main pillars – Community Engagement; Responsibility to the Environment; Enabling Communities through Education; and Human Resource Development. Community Engagement As a responsible property developer, we are more than just a “brick and mortar” business – we see ourselves as community builders whereby community engagement has always been an integral component of our business philosophy. Part of our business ethos include the long-term benefits we bring to all Malaysians, and this goes beyond creating products and services that meet the needs of our customers. Throughout the year under review, we have made various contributions and carried out community engagement activities, both at Group and subsidiary levels. These include a charity fund-raising event in conjunction with Mothers’ Day; a “Safe Home” campaign; festive celebrations and berbuka puasa with the less fortunate; as well as direct contributions to school and welfare funds. We hope that through our activities, we have made a difference in the lives of the various communities we interact with. Responsibility to the Environment Environmental concerns have been at the top of the agenda for many companies, and we are no different in that we too see the preservation of the environment as a critical component in the sustainability of our business, the nation and the world. Key to the success of our environmental initiative is our approach in nurturing a culture of responsibility within the Group as a continuous improvement process, which includes educating our employees on the environmental cause. We then look at how we can influence our other stakeholders, especially homeowners and our customers to adopt a green attitude and to get them to do their part in preserving and protecting the neighbourhoods they live in.

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We believe that in order to do so, we need to ‘walk the talk’, and take the lead in providing an environment that promotes conservation and peaceful coexistence with nature. To this end, we have adopted the philosophy of greening the townships we have developed, as well as incorporate an environmental component in our planning process for new developments. An example of our commitment to the preservation of nature and its depleting resources is the use of Effective Microorganism Bio Technology for water treatment in Taman Seri Austin, which eliminate or reduce the volumes of sludge produced, with the benefits of reduced sludge handling, and consequently lower costs and decreased impacts upon the environment. As a further demonstration of our commitment, we took part in the Earth Day celebrations with several activities involving the residents of our various townships. Enabling Communities through Education Education is a great enabler, and we aim to do our part in nurturing the nation’s youth by providing them with a strong and solid foundation. Excellent schools and well-educated youths are important building blocks in our country’s development, as they will form the workforce of the next generation. In recognition of excellent academic performances in public examinations (UPSR, PMR, SPM and STPM) achieved by the children of residents in Bandar Seri Alam, the Group has an annual “student excellence award” in the form of cash prizes and certificates. In addition to various community interactions with schools in the various townships, we have also organized campaigns and activities to raise awareness on environmental issues, which we believe will instill a strong sense of responsibility among school children. Human Resource Development People are our most valuable asset, and to succeed we have to ensure that we create a work environment that will allow them to flourish. We are committed to the development and well being of our employees, and as part of our Corporate Responsibility we provide ongoing education and training opportunities. The Group has a total of 261 staff and during the year under review we sent several of them to 38 training courses, and conducted 2 in-house training programs. Social activities also form an integral part of our human resource development program, as we aim to forge a sense of camaraderie amongst our employees. We believe that beyond the education and training programs, this will develop a strong team spirit that will take the group to further heights.

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Corporate Calendar J A N U A RY 2 0 0 9 P R O P O S E D S H A R E H O L D I N G R AT I O N A L I S AT I O N O F B A N G I HEIGHTS DEVELOPMENT SDN BHD

United Malayan Land Bhd (UMLand) With the aim of improving the Group’s overall structure and operational efficiency, UMLand restructured its 70% shareholdings in Bangi Heights Development Sdn Bhd via a shareholding rationalisation exercise. F E B R U A RY 2 0 0 9 A

C H I N E S E

N E W

HOUSE OF JOY

Y E A R

C E L E B R AT I O N

W I T H

United Malayan Land Bhd & Bangi Heights Development Sdn Bhd Then Group Chief Executive Officer Anthony Yap led 20 employees to a visit to the House of Joy to hand out ‘Ang Pow’ packets and hampers to 70 orphans and 30 old folks at their home in Semenyih, Kajang in celebration of Chinese New Year. C H A P G O H M E I F E S T I VA L

Taman Seri Austin, Iskandar Malaysia Dynasty View Sdn Bhd, the developer of Taman Seri Austin, organised a Lion Dance Performance and “Yee-Sang” in its township in Taman Seri Austin, Iskandar Malaysia in conjunction with its sales activities to celebrate the Chap Goh Mei festival.

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MARCH 2009 VA N D A H A N D O V E R K E Y C E R E M O N Y

Taman Seri Austin, Iskandar Malaysia Dynasty View Sdn Bhd, the developer of Taman Seri Austin, handed over the keys to 40 units of Vanda Homes to eager home owners witnessed by YB Datuk Mohd Naim Nasir, Johor Bahruâ&#x20AC;&#x2122;s City Mayor. This was to celebrate the early delivery of homes complete with certificate of fitness to purchasers. E F F E C T I V E M I C R O O R G A N I S M A W A R E N E S S C A M PA I G N

Taman Seri Austin, Iskandar Malaysia An effective microorganism awareness campaign was held to provide the community with basic information on environment-friendly products right out of their own kitchens. Effective Microorganism is a solution containing various beneficial microorganisms found in nature and used in foods. Usage of this solution in Taman Seri Austin is fully supported by the local authority, Majlis Bandaraya Johor Bahru.

APRIL 2009 E A R T H D AY C E L E B R AT I O N

Taman Seri Austin, Iskandar Malaysia In conjunction with the World Earth Day on 22 April 2009, Dynasty View Sdn Bhd organised its very own Seri Austin Earth Day to advocate the public in its quest for a greener and safer environment. Present to witness the event was YB Tan Kok Hong, Chairman of Johor Exco for International Trade & Industry, Energy, Water, Communication & Environment. M AY 2 0 0 9 M O T H E R â&#x20AC;&#x2122; S D AY C H A R I T Y F U N D - R A I S I N G E V E N T

Taman Seri Austin, Iskandar Malaysia In its bid to help single mothers to improve their lives, Dynasty View Sdn Bhd successfully raised RM25,000 through its charity fund-raising programme, in collaboration with the Persatuan Soka Gakkai Malaysia. The event attracted more than 4,000 people to Taman Seri Austin to witness the auspicious event with Puan Hajah Aishah bte Abdul Kapi, Deputy Secretary of Majlis Bandaraya Johor Bahru as the guest of honour.

U N I T E D M A L AYA N L A N D B H D ( 4 1 3 1 - M )

JUNE 2009 UMLAND’S 48TH ANNUAL GENERAL MEETING

United Malayan Land Bhd (UMLand) UMLand held its 48th Annual General Meeting (AGM) at Crowne Plaza Mutiara Kuala Lumpur whereby shareholders approved the audited financial statements for the financial year ended 31 December 2008. The shareholders also approved the payment of a final dividend of 2.5 sen per ordinary share less 25% income tax for the financial year.

At this AGM, UMLand also sought and obtained its shareholders’ mandate to buy-back up to maximum of 5.80 million ordinary shares or approximately 2.40% of its existing issued and paid-up share capital. The share buy-back aims to stabilise the supply and demand of its shares, thereby supporting its fundamental value. To ensure smooth business operations, UMLand also sought and obtained the renewal of its shareholders’ mandate for the existing and new recurrent related party transactions of a revenue and trading nature and provision of financial assistance LAUNCH OF LAMAN INDAH PHASE 7(5)

Bandar Seri Putra, Bangi Launch of Laman Indah for early registrants comprising 56 units of double-storey terrace house with a built-up area of 1,867 sq ft and priced from only RM322,000 - located in the mature township of Bandar Seri Putra, Bangi, Selangor.

J U LY 2 0 0 9 LAUNCH

DEANNA

A N N I V E R S A RY !

SERI

AUSTIN’S

4TH

Taman Seri Austin, Iskandar Malaysia Launch of Deana II - 122 units of double-storey terrace house located within the gated and guarded community at EastZone, Taman Seri Austin, Iskandar Malaysia is spaciously designed with 4 bedrooms and 4 bathrooms, with a built-up area of 1,947 sq ft and priced from only RM268,000. Dynasty View Sdn Bhd successfully sold 60% during the launch which was attended by YB Dato’ Hj Abdul Halim Suleiman, ADUN of Puteri Wangsa. The township also celebrated its 4th Anniversary!

U N I T E D M A L AYA N L A N D B H D ( 4 1 3 1 - M )

AUGUST 2009 MASTERSKILL TO SET UP CAMPUS IN SERI ALAM

United Malayan Land Bhd (UMLand) & Seri Alam Properties Sdn Bhd Masterskill (M) Sdn Bhd, a subsidiary of Masterskill Education Group Berhad signed a Sale and Purchase Agreement with Seri Alam Properties Sdn Bhd to set up a campus in Bandar Seri Alam, Johor. The ceremony was witnessed by Yang Teramat Mulia Raja Dato Seri Azureen binti Sultan Azlan Muhibbuddin Shah, the Chancellor of Masterskill University College of Health Sciences and the Minister of Higher Education Malaysia, Yang Berhormat Dato Seri Mohamed Khaled Nordin, who was joined by Dato Edmund Santhara, Executive Director and CEO of Masterskill Education Group Berhad and Yang Berbahagia Dato Ng Eng Tee, Deputy Chairman and Executive Director of UMLand.

Masterskill’s presence in Bandar Seri Alam is a further step in making the township into a City of Knowledge where the best academic minds are brought together and moulded for the benefit of a nation. SEPTEMBER 2009 BERBUKA PUASA WITH ORPHANS

Bandar Seri Alam, Iskandar Malaysia The event was held at Bandar Seri Alam’s corporate office with the presence of 50 orphans and committee of Suraus and Masjids within Bandar Seri Alam. Donations worth RM1,000 and RM500 were given to the Masjid and Surau committees, respectively. Present to witness the event was Tuan Hj Md. Fuzi Ahmad Shamimi, Yang Dipertua Majlis Perbandaran Johor Bahru Tengah. I

BERBUKA PUASA AND CONTRIBUTION TO CANCER PAT I E N T S

Taman Seri Austin, Iskandar Malaysia Dynasty View Sdn Bhd (DVSB) contributed RM 4,500 to 15 cancer patients of all races and age group, identified by the National Cancer Council (MAKNA) whereby each patient received RM300 cash and a goodie bag. Also, approximately 100 people including staff of DVSB, Taman Seri Austin’s Resident Committee and family members of the patients joined in the buka puasa function which was held for the very first time in Taman Seri Austin. YB Dato’ Hj Abdul Halim Suleiman, ADUN Puteri Wangsa was present to support and witness the event.

U N I T E D M A L AYA N L A N D B H D ( 4 1 3 1 - M )

OCTOBER 2009 UMLAND’S EGM TO APPROVE ACQUISITION OF 629-ACRE LAND IN I S K A N D A R M A L AY S I A

United Malayan Land Bhd (UMLand) Shareholders approved UMLand’s 51:49 joint venture with Tradewinds Johor Sdn Bhd and its proposed acquisition of a 629-acre parcel of land within Bandar Pulai Jaya for a total cash consideration of RM233.0 million. The joint venture company, Extreme Consolidated Sdn Bhd, signed a conditional Sale and Purchase Agreement for the land acquisition and will develop the land into an industrial hub. OFFICIAL LAUNCH OF ECO-MICROORGANISM

Taman Seri Austin, Iskandar Malaysia The launch of the eco-microorganism programme at Seri Alam’s corporate office was witnessed by Tuan Haji Yahaya bin Mohd Salleh, District Officer of Johor Bahru. The programme is part of Dynasty View Sdn Bhd’s effort to promote a clean and greener environment for its community in its township. L

LAUNCH OF ANJUNG SUASANA PHASE 8B BUNGALOWS AND SEMID E TA C H E D H O M E S

Bandar Seri Putra, Bangi Anjung Suasana homes are designed for traditional living with its kampong-style design concept with features such as serambi, courtyard and lanai to compliment its natural surroundings. Priced from RM 600,000 – 800,000, the launch of the 54 units of bungalows and semi-detached units received positive response from home buyers who are keen on living in the mature township of Bandar Seri Putra in Bangi, Selangor. N AT I O N A L H O U S I N G A N D P R O P E R T Y S U M M I T 2 0 0 9

United Malayan Land Bhd (UMLand) UMLand participated in the prestigious National Housing and Property Summit at Sunway Resort Hotel & Resort, Petaling Jaya. The summit was organised by the Asian Strategy and Leadership Institute (ASLI), which was supported by FIABCI Malaysia and The National House Buyers Association, in its bid to provide a platform for property industry players to brainstorm, exchange and deliberate new ideas.

U N I T E D M A L AYA N L A N D B H D ( 4 1 3 1 - M )

NOVEMBER 2009 U M L A N D P O I S E D T O K I C K S TA R T D E V E L O P M E N T I N P U T E R I H A R B O U R , N U S A J AYA

United Malayan Land Bhd (UMLand) Nusajaya Consolidated Sdn Bhd, a 50:50 joint venture company between UMLand and UEM Land Berhad, acquired a piece of 2.2-acre land in Puteri Harbour, Nusajaya for RM16.3 million to develop it into two blocks of 5-storey boutique waterfront apartments complemented by retail space at the ground floor. LAUNCH OF DEANNA III

DOUBLE-STOREY TERRACE HOMES

Taman Seri Austin, Iskandar Malaysia The launch of Deanna III was graced by Guest of Honour, En. Abdul Rahman Abdullah, Corporate and Public Affairs Director of Majlis Bandaraya Johor Bahru.

Deanna III comprises 58 units of 20’x70’ double storey terrace house, with built-up area of 2,114 sq ft., 4 bedrooms and 3 bathrooms and priced from only RM286,800. Amongst the added features in Deanna III are wide car porch & staircase, spacious living, dining and master bedroom and full height tiles for bathrooms. C O N T R I B U T I O N T O S C H O O L & K P R A W E L FA R E F U N D

Taman Seri Austin, Iskandar Malaysia Dynasty View Sdn Bhd (DVSB) contributed school bags, dictionaries and stationery sets to children from Sekolah Kebangsaan Taman Daya 2, Sekolah Jenis Kebangsaan Tamil Ladang Tebrau and Sekolah Jenis Kebangsaan Cina Foon Yew 5. In addition, DVSB also made a generous contribution of RM 1,750 to the Kesatuan-kesatuan Pekerja-pekerja Rendah Awam Pihak Berkuasa Tempatan Negeri Johor (KPRA-PBTNJ) for the purchase of five wheelchairs for their members. These charitable events are part of the community programme by DVSB as a caring developer. N

DECEMBER 2009 U M L A N D P R O P E R T Y FA I R AT T E B R A U C I T Y

Bandar Seri Alam & Taman Seri Austin, Iskandar Malaysia This event was held at Jusco Tebrau City and it was a success in creating awareness to the general public about the Township Development in Eastern Corridor of Iskandar Malaysia undertaken by the UMLand Group. F E B R U A RY 2 0 1 0 A PINKY GALA DINNER

Bandar Seri Alam, Iskandar Malaysia Seri Alam Properties Sdn Bhd (SAP) organised an Annual Gala Dinner at the Hotel Grand Paragon, Johor Bahru in an effort to commemorate and appreciate the loyalty, support and performance of its staff. The theme of the night centered around the colour ‘PINK’ to reflect the vibrancy and vivacity of the staff at SAP! O

SAFETY FIRST IN SERI AUSTIN

U N I T E D M A L AYA N L A N D B H D ( 4 1 3 1 - M )

Taman Seri Austin, Iskandar Malaysia About 1000 people gathered at the Seri Austin Sales Gallery to witness the launch of Safe Home Campaign & OPS Sikap-21 in conjunction with the Chinese New Year Celebration 2010. The event was jointly organised by the Malaysian Crime Prevention Foundation (MCPF) Johor, Polis DiRaja Malaysia (PDRM), MCA Tebrau & Pasir Gudang Division and Dynasty View Sdn Bhd (DVSB). The campaign was officially launched by YDH DCP Dato’ Mohd Mokhtar bin Hj Mohd Shariff, Chief Police of Johor. Among the VIP were YDH SAC I Dato’ Hj Jalaluddin bin Abdul Rahman, the Deputy Chief Police of Johor, YB Tan Kok Hong, State Exco for International Trade & Industry, Energy, Water, Communication & Environment, YB Teng Boon Soon, Member of Parliament Tebrau, Senator Khoo Soo Seang and Mr Wong Kuen Kong, General Manager of DVSB. The campaign was attended by members of the Police Force, the MCA members, officials from the city council, NGOs from Chinese associations, media and the neighbouring residents. K A R N I VA L 1 M A L AY S I A

Bandar Seri Alam, Iskandar Malaysia Heeding the call of the government to strengthen the relationships with people from all walks of life, Seri Alam Property Sdn Bhd organised the Karnival 1Malaysia as a platform for the community, local residents and the local leaders to improve communications and relationships between all parties. Activities held during the event included walkathon, health screening, blood donation, colouring contest, cooking contest, Education Expo, car show and telematches. MARCH 2010 C H I N E S E N E W Y E A R C E L E B R AT I O N AT A M PA N G O L D F O L K S HOME

United Malayan Land Bhd & Bangi Heights Development Sdn Bhd Newly appointed Group Chief Executive Officer, Mr. Pee Tong Lim led staff of both companies to a visit to the Ampang Old Folks Home to hand out “Ang Pow” packets to 50 old folks, hampers and cash worth RM1,000 to the home in Kampung Melayu Ampang, Kuala Lumpur. A T R U LY A S I A N C E L E B R AT I O N

United Malayan Land Bhd (UMLand) In the asian spirit of celebration, UMLand organised its Annual Gala Dinner at The Royale Chulan Hotel, Kuala Lumpur for its staff at headquarters and from Bangi Heights Development Sdn Bhd as a show of appreciation for their commitment and support for the Group. Present at the event to join the celebration were UMLand’s Chairman, YABhg Tun Musa Hitam and UMLand’s Executive Director YBhg Dato’ Ng Eng Tee. With the theme ‘Asian Culture’, the activities of the night included Best Dressed, Best Staff Performance and other fun activities and games.

U N I T E D M A L AYA N L A N D B H D ( 4 1 3 1 - M )

Corporate Governance Statement

The Board of Directors (Board) of United Malayan Land Bhd (UMLand) recognizes and subscribes to the importance of the principles and best practices set out in the Malaysian Code on Corporate Governance (Revised 2007) (the Code). The Board remains committed in ensuring the highest standards of corporate governance in the Company and would strive to continuously improve on its governance process and structures towards enhancing long-term shareholders and stakeholders values. The Board views corporate governance as synonymous with four key concepts; namely transparency, integrity and accountability as well as corporate performance. The following statement outlines the Group’s application of the Code for the financial year under review.

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 qualifications and experiences. Board Composition and Balance The Board currently consists of nine (9) members and an (1) alternate director. 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 15.02 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (Bursa Securities). Brief profile of each director is presented under the Profile of Directors disclosed in this Annual Report 2009. 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 Officer (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 comprise 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 shareholder 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.

U N I T E D M A L AYA N L A N D B H D ( 4 1 3 1 - M )

Corporate Governance Statement

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. There were four (4) quarterly scheduled board meetings and one (1) ad-hoc special board meeting held during the financial year ended 31 December 2009. Meetings were held inter-alia to deliberate and consider a variety of significant matters including the review of the Group’s strategic plans, budget, quarterly financial statements, corporate proposals and other related business matters that require deliberation and approval. Details of attendance of each director who was in office during the financial year ended 31 December 2009 are set out below. Directors

Attendance

% of attendance

Tun Musa Hitam

5/5

100

Dato’ Ng Eng Tee

5/5

100

Chan Say Yeong

5/5

100

Datuk Syed Ahmad Khalid Syed Mohammed

5/5

100

Datuk Nur Jazlan Tan Sri Mohamed

2/5

Ng Eng Soon

5/5

100

5/5

100

Syed Azmin Mohd Nursin @ Syed Nor Hazel Chew Siew Cheng

40 1

1/1

100

Pakhruddin Sulaiman

5/5

100

Chen Lian Pang 3

0/4

Lim Wie Shan (alternate to Chan Say Yeong and Hazel Chew Siew Cheng) 5

4/4

100 4

1 -

Fulfilled 50% meeting attendance for the quarterly scheduled board meetings for financial year 2009 and was unable to attend one ad-hoc special board meeting held during year 2009 due to his overseas travel assignment

2 -

Appointed on 31 October 2009

3 -

Resigned on 31 October 2009

4 -

Attended meeting as alternate to Chen Lian Pang

5 –

Ceased as alternate to Chen Lian Pang on 31 October 2009 and appointed as alternate to Hazel Chew Siew Cheng on 31 October 2009. 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 clarification 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. Directors’ Training During the financial year, all 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.

U N I T E D M A L AYA N L A N D B H D ( 4 1 3 1 - M )

Corporate Governance Statement

The training programmes, seminars and workshops attended by the Directors during the financial year were, inter alia, on areas related to corporate leadership and governance, risk management and financial reporting, details of which are listed below:Course/Title

Date

MIA Strategy Retreat

9 - 10 January 2009

Asia Outlook Strategy

16 January 2009

Risk Management Seminar

17 March 2009

The Future of Islamic Financial Services

7 - 8 May 2009

Forum on Corporate Governance Guide

8 June 2009

CommunicAsia 2009

18 - 19 June 2009

MAICSA Annual Conference 2009 - Shaping The Future Corporate Professional

6 - 7 July 2009

World Capital Market Symposium

10 August 2009

Corporate Governance Guide: Towards Boardroom Excellence

12 August 2009

National Accountants Conference

13 - 14 October 2009

Inaugural Malaysia Europe Forum - European Union KL Round Table 2009 - Sustainability and the Corporate Section: Striking a Balance

12 November 2009

Educational Visit to Iskandar Malaysia

19 November 2009

Re-election In accordance with the Company’s Articles of Association, one-third of the directors for the time being shall retire from office at every Annual General Meeting (AGM). Retiring directors can offer themselves for re-election. Directors who are appointed as additional directors or to fill 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, 1965. Directorships in other Companies Pursuant to the Main Market 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 fifteen (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 reflects the experience and level of responsibilities undertaken by these directors. 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.

U N I T E D M A L AYA N L A N D B H D ( 4 1 3 1 - M )

Corporate Governance Statement

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 fixed 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 benefits such as medical care, car, driver, etc are made available as appropriate.

A summary of the total remuneration of the directors in office for the financial year ended 31 December 2009, 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 Director (RM)

Non-Executive Directors (RM)

Total (RM)

421,000

–

421,000

Fees

40,000

375,000

415,000

Meeting allowance

16,000

94,000

110,000

Benefits-in-kind

35,000

60,000

95,000

512,000

529,000

1,041,000

Basic salaries and bonus*

Total * Inclusive of Company’s contribution to provident fund

Executive Director

Non-Executive Directors

Total

RM 0 - RM50,000

–

RM50,001 - RM100,000

–

RM150,001 - RM200,000

–

RM450,001 - RM500,000

–

RM500,001 - RM550,000

–

RM550,001 - RM660,000

–

Total

Conflict of Interest All directors have a continuing responsibility to determine whether they have a potential or actual conflict of interest in relation to any transaction, which is considered by the Board, and make appropriate declaration when they have an interest in such transaction.

U N I T E D M A L AYA N L A N D B H D ( 4 1 3 1 - M )

Corporate Governance Statement

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 restrictions in trading in the Company’s securities within the “closed periods” as stipulated under the Main Market Listing Requirements of Bursa Securities. Directors’ Indemnity UMLand has in place a Liabilities Insurance Policy for directors and officers in respect of liabilities arising from holding office as its directors and key officers. 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 specific 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 final decision on all matters lies with the entire Board. The following Board Committees were established by the Board with clearly defined terms of references:

Audit Committee Executive Committee Tender Board Committee

BOARD OF DIRECTORS

Board Committees

Remuneration Committee Nomination Committee Risk Committee Option Committee

U N I T E D M A L AYA N L A N D B H D ( 4 1 3 1 - M )

Corporate Governance Statement

Audit Committee The Audit Committee comprises four (4) members of whom three (3) are independent non-executive directors. The Committee has been established to assist the Board in execution of its responsibilities. The Audit 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 financial year under review are summarized in the Audit Committee Report stated in the ensuing pages of this Annual Report 2009. Executive Committee The Executive Committee (EXCO) comprises four (4) members, majority of whom are non-executive directors. The role of the EXCO is to assist the Board in reviewing major operational and financial 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 relations programme; and

•

such other functions as may be delegated by the Board from time to time.

Tender Board Committee Tender Board Committee consists of three (3) members, majority of whom are non-executive directors. 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 financial authority limit, taking into consideration various factors such as price, usage of products and services and other relevant factors. Remuneration Committee There are three (3) members in the Remuneration Committee majority of whom are independent non-executive directors. The role of the committee is to recommend a remuneration framework for all executive directors by ensuring that the remuneration framework recommended reflects 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 Nomination Committee consists of three (3) members, majority of whom are independent non-executive directors. 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, experiences and qualifications of all directorships in determining the appropriate board balance and size in pacticular the non-executive participation. Risk Committee The Risk Committee comprises three (3) members, majority of whom are non-executive directors. 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, financial, operational and other business objectives. Ultimately, the Board is responsible for the overall responsibility for risk oversight within the Group.

U N I T E D M A L AYA N L A N D B H D ( 4 1 3 1 - M )

Corporate Governance Statement

Option Committee The Option Committee comprises three (3) members. 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.

I N V E S T O R R E L AT I O N S A N D S H A R E H O L D E R C O M M U N I C AT I O N

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 financial 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. On a periodic basis, Management engages with analysts and fund managers to provide updates on the Group’s financial results, corporate and business developments, regulatory issues as well as changes in operating environment which may impact the Group’s operations. In addition, Management participates in investment road-shows facilitated by research houses whereby fund managers and analysts are briefed and updated on the business operations, financial performance and corporate developments of the Group via one-on-one meetings, group presentations and question-and-answer sessions. Management actively participates in investor relations programmes initiated and supported by Bursa Securities and Malaysian Investor Relations Association. Its participation in such activities is aimed at enhancing the Company’s overall investor relations function and achieving adequate profiling through specific online distribution channels in order to reach out to the investment community. Through its investor relations portal service provider, the Group has also increased its outreach to investors by featuring the Company on certain financial and share trading portals. 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 clarification 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 Investor Relations website at www.umland.com.my/ir which has been designed to be an alternative source of information to the investing community seeking timely access of information on the Group. The website which has been recently enhanced for a more user-friendly outlook features pertinent business and corporate information, financial and stock information, corporate announcements as well as current developments of the Group. Shareholders who wish to keep abreast of the Group’s updates may do so through the subscription of email alerts on the website and communication with the Group’s Investor Relations Unit via email at ir@umland.com.my.

U N I T E D M A L AYA N L A N D B H D ( 4 1 3 1 - M )

Corporate Governance Statement

A C C O U N TA B I L I T Y A N D A U D I T

Financial Reporting The Board aims to provide and present a balanced assessment of the Group’s financial performance and prospects by ensuring that financial statements are prepared in accordance with the provisions of the Act and applicable approved accounting standards issued by the Malaysian Accounting Standards Board. The Board is assisted by the Audit Committee to oversee the Group’s financial reporting processes and the quality of its financial reporting. Directors’ responsibility statement in respect of the preparation of the annual financial statements The Board is responsible for ensuring that the financial statements gives a true and fair view of the state of affairs of the Group as at the end of the financial year and of the results and cashflow for the financial year then ended. In preparing the financial 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 financial 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 financial position of the Company and of the Group which enable them to ensure that the financial 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 financial controls but also operational and compliance controls as well as risk management. The Statement on Internal Control set out on the ensuring pages of this Annual Report 2009 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 the ensuing pages of this Annual Report 2009. This statement is made in accordance with a Board resolution dated 19 April 2010.

TUN MUSA HITAM Chairman

DATO’ NG ENG TEE Deputy Chairman/Executive Director

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Statement on Internal Control

INTRODUCTION

ENTERPRISE RISK MANAGEMENT FRAMEWORK

Paragraph 15.26(b) of the Main Market 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 financial year ended 31 December 2009.

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 significant risks faced by the Group through the establishment of an enterprise risk management framework. The risk rating for individual risk identified is determined by mapping the financial and non-financial impact against the likelihood of the risk occurring, in the risk matrix after taking into consideration of the effectiveness of existing controls.

BOARD’S RESPONSIBILITY

The Board affirms 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 financial, operational and compliance controls. The Board has established an ongoing process for identifying, evaluating and managing significant 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) issued by the Taskforce on Internal Control with the support and endorsement of Bursa Securities. 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 financial statements is sound and sufficient to safeguard the shareholders’ investment and the Group’s assets. Whilst the Board maintains ultimate responsibility over risk and control issues, it has delegated to the executive management the implementation of the system of risk management and internal control. The Board has established key policies and has carried out a specific assessment of the Group’s risk management and internal control systems.

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 policies 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 Officer, 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 profiles and communicate them to the Risk Management Committee.

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Statement on Internal Control

•

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 group-wide application of risk management. The risk profiles 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 identified.

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.

KEY ELEMENTS OF THE SYSTEM OF INTERNAL CONTROL

The current system of internal control in the Group has within it, the following key elements: •

Clearly defined delegation of responsibilities to committees of the Board and to Management including organization structures and appropriate authority levels.

•

A five-year strategic plan outlining strategies towards achievement of corporate and business objectives of the Group, which provides a basis for monitoring the Group’s financial and business operations performance.

•

Established financial limits of authority, which have been approved by the Executive Committee (EXCO) 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.

•

Monthly Management Meetings, involving key management members within the Group, are held to review, identify, discuss and resolve strategic, operational, financial and other key issues affecting the Group.

•

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 financial practices have been put in place to ensure uniformed financial policies and accounting treatment, practices and procedures within the Group. The financial practices are documented in a Group Financial Policies Manual, which was approved by the EXCO. The manual is subject to regular review and updates to address changes in financial reporting requirements.

INTERNAL AUDIT FUNCTION

The internal audit function of the Group is outsourced to independent 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 profiles of the major business units of the Group. In addition, the annual internal audit plan covers other areas of importance following discussions with management, thereby augmenting the risk-based approach in selecting areas for internal audit coverage. The internal audit reports, including management’s action plans to improve the internal control system, are reviewed by the Audit Committee. The findings in the internal audit reports are communicated by the Audit Committee to the Board based on the frequency of internal audit cycles set out in the internal audit plan. Management follows up on the recommendations and implements action plans to address key improvement areas as highlighted in the internal audit reports. For further details, please refer to the Audit Committee Report.

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Statement on Internal Control

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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.

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Key internal audit findings highlighted in the internal audit reports are followed up at Risk Management Unit meetings in order to monitor the implementation of remedial action plans.

W E A K N E S S E S I N I N T E R N A L C O N T R O L S T H AT R E S U LT I N M AT E R I A L L O S S E S

The system of internal controls is satisfactory and there were no material losses incurred during the current financial year as a result of weaknesses in internal control. Management continues to take measures to strengthen the control environment. R E V I E W O F T H E S TAT E M E N T O N I N T E R N A L CONTROL BY EXTERNAL AUDITOR

As required by paragraph 15.23 of the Main Market 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 Groupâ&#x20AC;&#x2122;s risk and control procedures.

This statement is made in accordance with the resolution of the Board dated 19 April 2010.

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Audit Committee Report

F O R M AT I O N

The Audit Committee (Committee) was established by the Board in 1995 to assist the Board in fulfilling its fiduciary responsibilities relating to internal controls, financial and accounting policies as well as financial reporting practices of the Company and its subsidiaries (the Group). The Committee is governed by its Terms of Reference.

MEMBERSHIP

For the financial year ended 31 December 2009, the Committee comprised four (4) members of whom three (3) are independent non-executive Directors. Members of the Committee and those who had served during the year are as follows:i)

ii)

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.

S U M M A RY O F A C T I V I T I E S D U R I N G T H E Y E A R

The Committee performed, inter-alia, the following activities during the financial year in the discharge of their duties and responsibilities in accordance with its Terms of Reference:•

Reviewed and recommended the quarterly and year end financial results, external audit plans and related fees for the Group to the Board for approval;

Datuk Syed Ahmad Khalid bin Syed Mohammed Chairman/Independent Non-Executive Director

•

Reviewed findings of audit examination conducted by the external auditors during the financial year;

Datuk Nur Jazlan bin Tan Sri Mohamed Member/Independent Non-Executive Director

•

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;

•

Reviewed and approved internal audit plan for Cycles 14 and 15 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.

iii)

Chan Say Yeong Member/Non-Independent Non-Executive Director

iv)

Pakhruddin bin Sulaiman Member/Independent Non-Executive Director (Appointed on 24 February 2009)

M E E T I N G S A N D AT T E N D A N C E

The Committee meets on a scheduled basis, at least four (4) times a year with additional meetings convened as and when required. During the financial year ended 31 December 2009, the Committee held a total of eight (8) meetings. Details of attendance by the members are set out below:Attendance Datuk Syed Ahmad Khalid bin Syed Mohammed

8/8

Datuk Nur Jazlan bin Tan Sri Mohamed

4/8

Chan Say Yeong

6/8

Pakhruddin bin Sulaiman

6/6

INTERNAL AUDIT FUNCTION

The internal audit in respect of financial year 2009 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 significant risk areas. The internal audit also covered key priority areas identified in consultation with management, which complemented the risk-based audit approach and involved the key business and strategic management processes of the Group.

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Audit Committee Report

The Audit Committee assessed the annual audit plan to ensure adequate scope and comprehensive coverage over the key risk areas of the Group. The Audit Committee reviewed the internal audit reports, considered the major findings and recommendation arising from internal audit 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 audit function which was outsourced to independent external consultants carried out follow-up reviews on these highlighted observations and action plans in their subsequent review cycles. Internal audit costs incurred for the financial year ended 31 December 2009 amounted to RM123,912.40.

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.

TERMS OF REFERENCE COMPOSITION

DUTIES

The Committee shall be appointed by the Board from amongst their number and shall consist of not less than 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 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 Committee shall include at least one (1) person:a)

who is a member of the Malaysian Institute of Accountants; or

who has at least 3 years’ working experience and:i) ii)

has passed the examinations specified in Part I of the 1st Schedule of the Accountants Act 1967; or is a member of one of the associations of accountants specified in Part II of the 1st Schedule of the Accountants Act, 1967.

•

To ensure co-ordination of the external audit process where more than one audit firm 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 financial statements of the Company, focusing particularly on: -

The terms of office and performance of the Committee shall be reviewed by the Board no less than once in every 3 years.

MEETINGS

Meetings shall be held no less than four times a year. A quorum shall be formed when 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 audit plan; Their evaluation of the system of internal controls; The audit report on the financial statements

Changes in accounting policies and practices; Significant and unusual events; Significant adjustments arising from the audit; The going concern assumption; Compliance with accounting standards and other legal requirements;

•

To discuss findings and matters arising from the interim and final audits, and any matters the auditors may wish to discuss;

•

To review the internal and external auditors’ management letter and management’s response;

Audit Committee Report

•

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 conflict 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 financial year;

•

To consider the major findings of internal and special investigations and management’s response; and

•

To consider other matters as defined by the Board.

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Additional Compliance Information

SHARE BUY BACK

At the 48th Annual General Meeting (AGM) held on 24 June 2009, the Company had obtained its shareholders’ mandate to allow the Company to buy back its own shares. During the financial year, the Company did not buy back any of its own shares. The Company had, during the implementation of a previous 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 renew the mandate from its shareholders to buy back its own shares at its forthcoming 49th AGM. The details of the proposed share buy-back are disclosed in the accompanying Share Buy-Back Statement.

M AT E R I A L C O N T R A C T S

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 financial year or, if not then subsisting, entered into since the end of the previous financial 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 (SSBCSR) (JV Partnership). UMR and the JV Partnership entered into the following agreements in relation to the JV Partnership: a)

On 7 March 2003, management agreement between the JV Partnership and Ascott International Management (Malaysia) Sdn Bhd (AIM), a subsidiary of CapitaLand Limited, for purposes of engagement and appointment of AIM to operate, maintain, manage and market the SSBCSR for and on behalf of the JV Partnership;

On 31 July 2006, shareholders’ agreement between UMR and LCSB to form a new joint venture company (JV Company) and regulate and govern material aspects and conduct of the business of the JV Company. The JV Company will undertake the operations of SSBCSR originally envisaged under the JV Partnership;

On 8 October 2007, novation agreement between the JV Partnership, 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 50.533% owned subsidiary of UMR;

On 8 October 2007, tenancy agreement between UMR and SSBC for SSBC to manage, operate and market for rental 48 units of SSBCSR together with 24 vehicle parking bays. 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 expiring on 31 December 2010 at a basic rental of RM235,000.00 per quarter;

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Additional Compliance Information

On 8 October 2007, tenancy agreement between LCSB and SSBC for SSBC to manage, operate and market for rental 48 units of SSBCSR together with 24 vehicle parking bays. 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 expiring on 31 December 2010 at a basic rental of RM230,000.00 per quarter;

On 8 October 2007, two separate tenancy agreements between UMR and SSBC for the rental of one part of the ground floor at the rate of RM1,782.00 per month and another part of the ground floor containing the lobby, maintenance office and back of house of SSBCSR at the rate of RM1.00 per annum. 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 expiring on 31 December 2010

(ii) 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. CapitaLand Limited, a major shareholder of the Company, has a subsisting joint venture arrangement with Malaysian Resources Corporation Berhad through OneSentral Park Sdn Bhd in which CapitaLand Limited and Malaysian Resources Corporation Berhad have indirect equity interest of 49.00% and direct equity interest of 51.00% respectively. The Suasana Sentral Loft condominium project was completed in 2007.

NON-AUDIT FEES

Non-audit fees paid to external auditors for the financial year ended 31 December 2009 amounted to RM23,000.

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Additional Compliance Information

R E C U R R E N T R E L AT E D PA R T Y T R A N S A C T I O N S O F A R E V E N U E O R T R A D I N G N AT U R E

At the 48th AGM held on 24 June 2009, the Company had obtained its 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(2)(b) of Bursa Malaysia Securities Berhad (Bursa Securities) Main Market Listing Requirements, the details of the recurrent related party transactions conducted during the current financial year are disclosed as follows: Mandated Related Parties

Nature of Transactions

Ascott International Management (Malaysia) Sdn Bhd

Procurement of technical consultancy and management services

Value Interested Parties RM (768,264) Interested major shareholders • Opal Holdings Pte Ltd • CapitaLand Residential Malaysia Pte Ltd • CapitaLand Commercial Limited • CapitaLand Limited • Temasek Holdings (Private) Limited Interested directors • Chan Say Yeong • Hazel Chew Siew Cheng • Lim Wie Shan

Bangi Heights Development Sdn Bhd

Provision of management services

1,920,000 Interested major shareholders • Opal Holdings Pte Ltd • CapitaLand Residential Malaysia Pte Ltd • CapitaLand Commercial Limited • CapitaLand Limited • Temasek Holdings (Private) Limited Interested directors • Chan Say Yeong • Hazel Chew Siew Cheng • Lim Wie Shan

Exquisite Skyline Sdn Bhd

Provision of project management services Provision of management services

445,332 Interested director 600,000 • Syed Azmin Bin Mohd Nursin @ Syed Nor

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Additional Compliance Information

Mandated Related Parties

Nature of Transactions

Suasana Sentral Two Sdn Bhd

Provision of management services

Value Interested Parties RM 300,000 Interested major shareholders • Opal Holdings Pte Ltd • CapitaLand Residential Malaysia Pte Ltd • CapitaLand Commercial Limited • CapitaLand Limited • Temasek Holdings (Private) Limited Interested directors • Chan Say Yeong • Hazel Chew Siew Cheng • Lim Wie Shan Persons connected to major shareholder • Malaysian Resources Corporation Berhad

Tradewinds Properties Sdn Bhd

Rental of office premises, parking, maintenance and other services

(869,507) Interested director • Syed Azmin Bin Mohd Nursin @ Syed Nor

Tradewinds International Insurance Brokers Sdn Bhd

Procurement of insurance services

(134,228) Interested director • Syed Azmin Bin Mohd Nursin @ Syed Nor

SSBC Sdn Bhd

Rental income of serviced residences

1,206,914 Interested major shareholders • Opal Holdings Pte Ltd • CapitaLand Residential Malaysia Pte Ltd • CapitaLand Commercial Limited • CapitaLand Limited • Temasek Holdings (Private) Limited Interested directors • Chan Say Yeong • Hazel Chew Siew Cheng • Lim Wie Shan

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Additional Compliance Information

Mandated Related Parties

Nature of Transactions

Liang Court (Malaysia) Sdn Bhd

Rental expense for serviced residences

Value Interested Parties RM (1,192,107) Interested major shareholders • Opal Holdings Pte Ltd • CapitaLand Residential Malaysia Pte Ltd • CapitaLand Commercial Limited • CapitaLand Limited • Temasek Holdings (Private) Limited Interested directors • Chan Say Yeong • Hazel Chew Siew Cheng • Lim Wie Shan

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Additional Compliance Information

F I N A N C I A L A S S I S TA N C E

At the 48th AGM held on 24 June 2009, the Company had obtained its shareholders’ mandate for provision/procurement of financial assistance. The financial assistance comprises the pooling of funds via centralized treasury management for a duration not exceeding three years. Pursuant to Paragraph 10.09(2)(b) of Bursa Securities Main Market Listing Requirements, the details of financial assistance provided/ procured during the current financial year are disclosed as follows:

Financial Assistance Provided by

Provided to

UMLand and/or its subsidiaries Alpine Return Sdn Bhd

UMLand and/or its subsidiaries Bangi Heights Development Sdn Bhd

Balance as at 31 December 2009 Interested parties RM

10,978,410 Not applicable

Nil Interested major shareholders • Opal Holdings Pte Ltd • CapitaLand Residential Malaysia Pte Ltd • CapitaLand Commercial Limited • CapitaLand Limited • Temasek Holdings (Private) Limited Interested directors • Chan Say Yeong • Hazel Chew Siew Cheng • Lim Wie Shan

Bangi Heights Development Sdn Bhd

UMLand and/or its subsidiaries

35,847,737 Interested major shareholders • Opal Holdings Pte Ltd • CapitaLand Residential Malaysia Pte Ltd • CapitaLand Commercial Limited • CapitaLand Limited • Temasek Holdings (Private) Limited Interested directors • Chan Say Yeong • Hazel Chew Siew Cheng • Lim Wie Shan

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Additional Compliance Information

Financial Assistance Provided by

Provided to

UMLand and/or its subsidiaries Suasana Sentral Two Sdn Bhd

Balance as at 31 December 2009 Interested parties RM

221,233 Interested major shareholders • Opal Holdings Pte Ltd • CapitaLand Residential Malaysia Pte Ltd • CapitaLand Commercial Limited • CapitaLand Limited • Temasek Holdings (Private) Limited Interested directors • Chan Say Yeong • Hazel Chew Siew Cheng • Lim Wie Shan Persons connected to major shareholder • Malaysian Resources Corporation Berhad

UMLand and/or its subsidiaries Exquisite Skyline Sdn Bhd

UMLand and/or its subsidiaries SSBC Sdn Bhd

40,664,016 Interested director • Syed Azmin Bin Mohd Nursin @ Syed Nor 369,152 Interested major shareholders • Opal Holdings Pte Ltd • CapitaLand Residential Malaysia Pte Ltd • CapitaLand Commercial Limited • CapitaLand Limited • Temasek Holdings (Private) Limited Interested directors • Chan Say Yeong • Hazel Chew Siew Cheng • Lim Wie Shan

SSBC Sdn Bhd

UMLand and/or its subsidiaries

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Additional Compliance Information

Financial Assistance Provided by

Provided to

UMLand and/or its subsidiaries Nusajaya Consolidated Sdn Bhd UMLand and/or its subsidiaries Extreme Consolidated Sdn Bhd

Balance as at 31 December 2009 Interested parties RM

815,941 Not applicable

1,060,853 Interested director â&#x20AC;˘ Syed Azmin Bin Mohd Nursin @ Syed Nor

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Financial Statements Directorsâ&#x20AC;&#x2122; Report

Statement by Directors

Independent Auditorsâ&#x20AC;&#x2122; Report

Statutory Declaration

Income Statements

Consolidated Statement of Changes in Equity Company Statement of Changes in Equity Notes to the Financial Statements

Balance Sheets

Cash Flow Statements

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Directors’ Report FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2009

The Directors hereby submit to the members their annual report and the audited financial statements of the Group and Company for the financial year ended 31 December 2009. P R I N C I PA L A C T I V I T I E S

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 significant changes in the nature of these activities during the financial year. F I N A N C I A L R E S U LT S

The financial results of the Group and Company for the financial year ended 31 December 2009 are as follows:

Profit for the financial year

Group RM’000

Company RM’000

57,468

47,898

55,035 2,433

47,898 –

57,468

47,898

Attributable to: Equity holders of the Company Minority interests

DIVIDENDS

The dividends paid by the Company since 31 December 2008 were as follows: RM’000

In respect of the financial year ended 31 December 2008: – final dividend of 2.50 sen gross per ordinary share, less income tax of 25%, paid on 18 September 2009

4,525

In respect of the financial year ended 31 December 2009: – interim dividend of 2.50 sen gross per ordinary share, less income tax of 25%, paid on 22 June 2009 – interim dividend of 2.50 sen gross per ordinary share, less income tax of 25%, paid on 10 February 2010

4,524

4,525 13,574

The Directors now recommend the payment of a final dividend of 4.06 sen gross per ordinary share, less income tax of 25% and 0.70 sen gross per ordinary share, tax-exempt, on 241,303,433 ordinary shares (which is net of 401,800 treasury shares), in respect of the financial year ended 31 December 2009. This final net dividend amounting to RM9,036,814 is subject to the approval of the members at the forthcoming Annual General Meeting of the Company.

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Directors’ Report FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2009

RESERVES AND PROVISIONS

All material transfers to or from reserves and provisions during the financial year are as disclosed in the financial statements.

T R E A S U RY S H A R E S

Details of the treasury shares are as set out in Note 25 to the financial statements.

DIRECTORS

The Directors who have held office 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 bin Syed Mohammed Datuk Nur Jazlan bin Tan Sri Mohamed Chan Say Yeong Hazel Chew Siew Cheng (Appointed on 31 October 2009) Ng Eng Soon Syed Azmin bin Mohd Nursin @ Syed Nor Pakhruddin bin Sulaiman Chen Lian Pang (Resigned on 31 October 2009)

Lim Wie Shan Lim Wie Shan (Appointed on 31 October 2009)

Lim Wie Shan (Resigned on 31 October 2009)

In accordance with Article 94 of Company’s Articles of Association, Dato’ Ng Eng Tee and Syed Azmin bin Mohd Nursin @ Syed Nor 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, Hazel Chew Siew Cheng, who was appointed during the period, retires at the forthcoming Annual General Meeting and, being eligible, offers herself 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, 1965.

DIRECTORS’ BENEFITS

During and at the end of the financial 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 benefits by means of the acquisition of shares in, or debentures of, the Company or any other body corporate. Since the end of the previous financial year, no Director has received or become entitled to receive a benefit (other than the Directors’ remuneration as disclosed in Note 7 to the financial statements) by reason of a contract made by the Company or a related corporation with the Director or with a firm of which he is a member, or with a company in which he has a substantial financial interest except as disclosed in Note 31 to the financial statements.

U N I T E D M A L AYA N L A N D B H D ( 4 1 3 1 - M )

Directors’ Report FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2009

DIRECTORS’ INTERESTS IN SHARES AND DEBENTURES

According to the Register of Directors’ Shareholdings, particulars of interests of Directors who held office at the end of the financial year in the shares of the Company are as follows: Number of ordinary shares of RM1.00 each As at 1.1.2009 ‘000

Acquired ‘000

Disposed ‘000

As at 31.12.2009 ’000

6,525 7,151 10

– – –

6,525 7,151 10

28,607 17,829

1,860 –

(1,500) –

28,967 17,829

Shareholdings in the name of the Director Dato’ Ng Eng Tee Ng Eng Soon Datuk Syed Ahmad Khalid bin Syed Mohammed Shareholdings in which the Director is deemed to have an interest Dato’ Ng Eng Tee Ng Eng Soon

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. Other than as disclosed above, according to the Register of Directors’ Shareholdings, the Directors in office at the end of the financial year did not hold any interest in shares, options over ordinary shares or debentures in the Company and its related corporations during the financial year.

S TAT U T O R Y I N F O R M AT I O N O N T H E F I N A N C I A L S TAT E M E N T S

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 satisfied 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 financial statements of the Group and Company inadequate to any substantial extent; or

(b)

which would render the values attributed to current assets in the financial 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.

U N I T E D M A L AYA N L A N D B H D ( 4 1 3 1 - M )

Directors’ Report FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2009

S TAT U T O R Y I N F O R M AT I O N O N T H E F I N A N C I A L S TAT E M E N T S ( C O N T ’ D . )

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 financial 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 financial 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 financial year.

At the date of this report, the Directors are not aware of any circumstances not otherwise dealt with in this report or the financial statements which would render any amount stated in the financial statements misleading. In the opinion of the Directors: (a)

the results of the operations of the Group and Company during the financial year were not substantially affected by any item, transaction or event of a material and unusual nature; and

(b)

there has not arisen in the interval between the end of the financial 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 financial year in which this report is made.

AUDITORS

The auditors, PricewaterhouseCoopers, have expressed their willingness to continue in office.

Signed on behalf of the Board of Directors in accordance with their resolution dated 22 April 2010.

DATO’ NG ENG TEE DIRECTOR

DATUK NUR JAZLAN BIN TAN SRI MOHAMED DIRECTOR

U N I T E D M A L AYA N L A N D B H D ( 4 1 3 1 - M )

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 financial statements set out on pages 82 to 140 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 2009 and of the results and cash flows of the Group and Company for the financial 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, 1965. Signed on behalf of the Board of Directors in accordance with their resolution dated 22 April 2010.

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 Officer primarily responsible for the financial management of United Malayan Land Bhd, do solemnly and sincerely declare that the financial statements set out on pages 82 to 140 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, 1960.

GAN TEONG HOCK Subscribed and solemnly declared by the abovenamed Gan Teong Hock at Kuala Lumpur, Malaysia on 22 April 2010. Before me,

COMMISSIONER FOR OATHS

U N I T E D M A L AYA N L A N D B H D ( 4 1 3 1 - M )

Independent Auditors’ Report TO THE MEMBERS OF UNITED MALAYAN LAND BHD

R E P O R T O N T H E F I N A N C I A L S TAT E M E N T S

We have audited the financial statements of United Malayan Land Bhd, which comprise the balance sheets as at 31 December 2009, and the income statements, statement of changes in equity and cash flow statements of the Group and Company for the financial year then ended, and a summary of significant accounting policies and other explanatory notes, as set out on pages 82 to 140. Directors’ Responsibility for the Financial Statements The Directors of the Company are responsible for the preparation and fair presentation of these financial statements in accordance with MASB Approved Accounting Standards in Malaysia for Entities Other than Private Entities and Companies Act, 1965. This responsibility includes: designing, implementing and maintaining internal control relevant to the preparation and fair presentation of financial 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 financial 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 financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on our judgement, including the assessment of risks of material misstatement of the financial 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 financial 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 financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the financial 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 financial position of the Group and Company as of 31 December 2009 and of its financial performance and cash flows for the financial year then ended. R E P O R T O N O T H E R L E G A L A N D R E G U L AT O R Y R E Q U I R E M E N T S

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. O T H E R M AT T E R S

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 Kuala Lumpur 26 April 2010

LEE TUCK HENG (No. 2092/09/10 (J)) Chartered Accountant

U N I T E D M A L AYA N L A N D B H D ( 4 1 3 1 - M )

Income Statements FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2009

Group Note

Company 2008 RM’000

2009 RM’000

2008 RM’000

208,506 354 41,638 (135,929) (3,271) (1,712)

172,083 2,905 2,799 (117,704) (4,322) (3,300)

80,095 – – – (129) –

36,395 – 18 – (45) –

(1,483) (18,009) (3,099) (120) (5,749) (1,153) (3,303) 5,134 (11,427) (8,618) 1,158

(1,841) (21,891) (1,973) (150) (3,861) (1,089) (3,402) 1,886 (9,406) (9,842) (316)

(439) (6,514) (3,099) – (1,153) (797) (167) – (1,403) (4,906) –

(462) (9,288) (1,973) – (610) (756) (190) – (1,841) (4,509) –

62,917 (5,449)

576 (1,843)

61,488 (13,590)

16,739 (4,280)

57,468

(1,267)

47,898

12,459

Equity holders of the Company Minority interests

55,035 2,433

(3,462) 2,195

47,898 –

12,459 –

Profit/(loss) for the financial year

57,468

(1,267)

47,898

12,459

9.76

2.50

Revenue Interest income Other operating income Development costs recognised as expenses Advertising and promotion expenses Allowance for doubtful debts Depreciation of property, plant and equipment and investment properties Employee benefits expenses Impairment loss of other investments Management fees Professional consultancy fees Rental of premises Upkeep, repairs and maintenance of assets Write-back of allowance for doubtful debts Other operating expenses Finance costs Share of results of jointly controlled entities

Profit before tax Tax expense

9 10

Profit/(loss) for the financial year

2009 RM’000

Attributable to:

Earnings/(loss) per share attributable to equity holders of the Company (sen) – basic

22.81

(1.43)

– diluted

N/A

Dividend per share (sen)

9.76

2.50

U N I T E D M A L AYA N L A N D B H D ( 4 1 3 1 - M )

Balance Sheets AS AT 31 DECEMBER 2009

Group Note

Company

2009 RM’000

2008 RM’000

2009 RM’000

2008 RM’000

280,390 56,853 – 20,502 – 194,700 862 17,652

328,910 17,258 – 19,799 3,108 172,974 – 16,522

1,432 – 534,792 20,000 – – – 143

2,027 – 451,530 20,000 3,099 – – 370

570,959

558,571

556,367

477,026

48,231 343,191 2,828 168,989 62,942

86,798 392,150 2,280 107,893 123,747

– – 2,772 149,274 3,732

– – 1,778 219,022 1,808

626,181

712,868

155,778

222,608

1,197,140

1,271,439

712,145

699,634

ASSETS Non-current assets Property, plant and equipment Investment properties Investments in subsidiary companies Investments in jointly controlled entities Other investments Land held for property development Long term trade receivable Deferred tax assets

13 14 15 16 17 18 19 20

Current assets Completed properties Property development costs Tax recoverable Trade and other receivables Deposits, bank and cash balances

Total assets

21 22 23 24

U N I T E D M A L AYA N L A N D B H D ( 4 1 3 1 - M )

Balance Sheets AS AT 31 DECEMBER 2009

Group Note

Company

2009 RM’000

2008 RM’000

2009 RM’000

2008 RM’000

241,705 616,144

241,705 574,683

241,705 375,755

241,705 341,431

Minority interests

857,849 66,920

816,388 84,062

617,460 –

583,136 –

Total equity

924,769

900,450

617,460

583,136

10,871 – 81,761

10,828 14,000 134,668

– – 40,292

– – 60,564

92,632

159,496

40,292

60,564

29 30

58,696 9,715

69,683 78

6,596 –

5,225 –

28 28

9,550 95,488 1,765 4,525

14,998 124,667 2,067 –

– 43,272 – 4,525

4,949 45,760 – –

179,739

211,493

54,393

55,934

272,371

370,989

94,685

116,498

1,197,140

1,271,439

712,145

699,634

RM3.56

RM3.38

EQUITY AND LIABILITIES Capital and reserves attributable to equity holders of the Company Share capital Reserves

25 26

Non-current liabilities Deferred tax liabilities Long term trade payable Borrowings

20 27 28

Current liabilities Trade and other payables Provision Borrowings – bank overdrafts – others Current tax liabilities Dividend payable

Total liabilities Total equity and liabilities Net assets per share attributable to equity holders of the Company

U N I T E D M A L AYA N L A N D B H D ( 4 1 3 1 - M )

Consolidated Statement of Changes in Equity FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2009

Attributable to equity holders of the Company Note

Share capital RM’000

Share Revaluation premium reserves RM’000 RM’000

Capital reserves RM’000

Treasury shares RM’000

Retained Revaluation earnings reserves* RM’000 RM’000

Total RM’000

Minority interests RM’000

Total equity RM’000

As at 1 January 2009

241,705

63,971

243,018

(41,625)

(463)

236,681

73,101

816,388

84,062

900,450

Income and expense recognised directly in equity: – realisation of revaluation reserves

–

(33,597)

–

33,597

–

Profit for the financial year

–

55,035

–

55,035

2,433

57,468

–

(33,597)

–

55,035

33,597

55,035

2,433

57,468

–

(4,525)

–

(4,525)

(450)

(4,975)

Total recognised income and expense for the financial year Final dividend paid for the financial year ended 31 December 2008 Interim dividends paid and payable for the financial year ended 31 December 2009 As at 31 December 2009

–

(9,049)

–

(9,049)

(19,125)

(28,174)

241,705

63,971

209,421

(41,625)

(463)

278,142

106,698

857,849

66,920

924,769

* This represents the accumulated revaluation reserves which have already been realised.

U N I T E D M A L AYA N L A N D B H D ( 4 1 3 1 - M )

Consolidated Statement of Changes in Equity FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2009

Attributable to equity holders of the Company Share capital RM’000

As at 1 January 2008 Income and expense recognised directly in equity: – realisation of revaluation reserves – revaluation reserves arising from acquisition of a subsidiary company Loss for the financial year Total recognised income and expense for the financial year Employees’ Share Option Scheme: – shares issued – options expired Issuance of ordinary shares in a subsidiary company to a minority interest Interim dividend paid for the financial year ended 31 December 2007 Final dividend paid for the financial year ended 31 December 2007 As at 31 December 2008

Share premium RM’000

Revaluation reserves RM’000

Capital reserves RM’000

Share option reserve RM’000

Treasury shares RM’000

Retained Revaluation earnings reserves* RM’000 RM’000

Total RM’000

Minority interests RM’000

Total equity RM’000

241,650

63,950

245,922

(41,625)

667

(463)

252,933

69,797

832,831

86,871

919,702

–

(3,304)

–

3,304

–

400

–

400

–

400

–

(3,462)

–

(3,462)

2,195

(1,267)

–

(2,904)

–

(3,462)

3,304

(3,062)

2,195

(867)

55 –

21 –

– –

(2) (665)

– –

– 665

– –

74 –

– –

74 –

–

797

–

(63)

–

(63)

–

(63)

–

(13,392)

–

(13,392)

(5,801)

(19,193)

241,705

63,971

243,018

(41,625)

–

(463)

236,681

73,101

816,388

84,062

900,450

* This represents the accumulated revaluation reserves which have already been realised.

U N I T E D M A L AYA N L A N D B H D ( 4 1 3 1 - M )

Company Statement of Changes in Equity FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2009

Non-distributable Note

As at 1 January 2009

Share capital RM’000

Merger reserve RM’000

Treasury shares RM’000

241,705

63,971

209,375

(463)

–

Profit for the financial year Total recognised income and expense for the financial year Final dividend paid for the financial year ended 31 December 2008 Interim dividends paid and payable for the financial year ended 31 December 2009 As at 31 December 2009

Distributable

Share premium RM’000

Retained earnings RM’000

Revaluation reserves* RM’000

Total RM’000

53,292

15,256

583,136

–

47,898

–

47,898

–

47,898

–

47,898

–

(4,525)

–

(4,525)

–

241,705

63,971

209,375

–

(9,049)

(463)

87,616

Non-distributable Share capital RM’000

As at 1 January 2008 Profit for the financial year Total recognised income and expense for the financial year Employees’ Share Option Scheme: – shares issued – options expired Interim dividend paid for the financial year ended 31 December 2007 Final dividend paid for the financial year ended 31 December 2007 As at 31 December 2008

Share premium RM’000

–

(9,049)

15,256

617,460

Distributable

Share option reserve RM’000

Merger reserve RM’000

Treasury shares RM’000

Retained earnings RM’000

Revaluation reserves* RM’000

Total RM’000

241,650

63,950

667

209,375

(463)

53,623

15,256

584,058

–

12,459

–

12,459

–

12,459

–

12,459

55 –

21 –

(2) (665)

– –

– 665

– –

74 –

–

(63)

–

(63)

–

(13,392)

–

(13,392)

241,705

63,971

–

209,375

(463)

53,292

15,256

583,136

* This represents the accumulated revaluation reserves which have already been realised.

U N I T E D M A L AYA N L A N D B H D ( 4 1 3 1 - M )

Cash Flow Statements FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2009

Group

Company

2009 RM’000

2008 RM’000

2009 RM’000

2008 RM’000

62,917

576

61,488

16,739

1,712

3,300

–

1,483 (36,459) – 3,099 8,618 (681) 99 – 1 (1,158) (5,134) – 539

1,841 (31) – 1,973 9,842 (3,423) – (4) 4 316 (1,886) (2,500) –

439 – (65,695) 3,099 4,906 (6,755) 99 – – – – – –

462 (18) (19,208) 1,973 4,509 (8,154) – – – – – – –

CASH FLOW FROM OPERATING ACTIVITIES Profit before tax Adjustments for: Allowance for doubtful debts Depreciation of property, plant and equipment and investment properties Gain on disposal of property, plant and equipment Gross dividend income from subsidiary companies Impairment loss of other investments Interest expense Interest income Loss on disposal of property, plant and equipment Negative goodwill Property, plant and equipment written off Share of results of jointly controlled entities Write-back of allowance for doubtful debts Write-back for penalty charges Write-down of inventories

35,036

10,008

(2,419)

(3,697)

Decrease/(increase) in land held for property development, completed properties and property development costs (Increase)/decrease in receivables Decrease in payables

40,045 (59,512) (27,206)

(41,462) 102,065 (8,350)

– 79,651 (369)

– (42,592) (366)

Net cash flow from operations Interest paid Interest received Tax (paid)/refunded

(11,637) (10,526) 1,589 (7,386)

62,261 (13,238) 3,593 (2,678)

76,863 (4,921) 3,159 (183)

(46,655) (4,460) 10,985 174

Net cash flow from operating activities

(27,960)

49,938

74,918

(39,956)

Acquisition of a subsidiary company, net of cash acquired (Note 15(a)) Dividend received from a jointly controlled entity Additions in investment properties Investment in subsidiary companies Net dividend income from subsidiary companies Proceeds from disposal of property, plant and equipment Proceeds from disposal of other investments Purchase of property, plant and equipment

– 455 (227) – – 85,490 9 (2,414)

(5,199) – – – – 175 – (853)

– – – (83,262) 46,969 102 – (45)

– – – (25,052) 19,535 162 – (435)

Net cash flow from investing activities

83,313

(5,877)

(36,236)

(5,790)

CASH FLOW FROM INVESTING ACTIVITIES

U N I T E D M A L AYA N L A N D B H D ( 4 1 3 1 - M )

Cash Flow Statements FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2009

Group

Company

2009 RM’000

2008 RM’000

2009 RM’000

2008 RM’000

(9,049) (19,575) (260) (81,826) –

(17,856) (5,801) (249) 24,068 74

(9,049) – (260) (22,500) –

(17,856) – (249) 40,500 74

CASH FLOW FROM FINANCING ACTIVITIES Dividends paid to equity holders of the Company Dividends paid to minority interests Finance lease principal payments Net (repayment)/drawdown of borrowings Proceeds from issuance of ordinary shares on exercise of ESOS Proceeds from issuance of ordinary shares in a subsidiary company to a minority interest

–

797

–

Net cash flow from financing activities

(110,710)

1,033

(31,809)

22,469

NET (DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS

(55,357)

45,094

6,873

(23,277)

CASH AND CASH EQUIVALENTS AT BEGINNING OF THE FINANCIAL YEAR

108,749

63,655

(3,141)

20,136

53,392

108,749

3,732

(3,141)

3,711

9,787

732

1,808

15,874 1,252 24,755 17,350 (9,550)

29,240 1,215 63,505 20,000 (14,998)

– – – 3,000 –

– – – – (4,949)

53,392

108,749

3,732

(3,141)

CASH AND CASH EQUIVALENTS AT END OF THE FINANCIAL YEAR Cash and cash equivalents comprise: Bank and cash balances (Note 24) Bank balances under Housing Development Accounts (“HDA”) (Note 24) Bank balances under sinking fund (Note 24) Fixed deposits (Note 24) Short term money market deposits (Note 24) Bank overdrafts (Note 28)

U N I T E D M A L AYA N L A N D B H D ( 4 1 3 1 - M )

Notes to the Financial Statements FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2009

C O R P O R AT E I N F O R M AT I O N

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 office of the Company is as follows: Suite 1.1, 1st Floor Kompleks Antarabangsa Jalan Sultan Ismail 50250 Kuala Lumpur Malaysia Telephone Fax Website

: : :

(603) 2142 1611 (603) 2142 1826 http://www.umland.com.my

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 significant changes in the nature of these activities during the financial year.

S U M M A RY O F S I G N I F I C A N T A C C O U N T I N G P O L I C I E S

The following accounting policies have been used consistently in dealing with items which are considered material in relation to the financial statements. (a)

Basis of preparation The financial statements of the Group and Company have been prepared under the historical cost convention (as modified to include the revaluation of certain property, plant and equipment), unless otherwise indicated in this summary of significant accounting policies. The financial statements comply with Financial Reporting Standards (â&#x20AC;&#x153;FRSsâ&#x20AC;?), the MASB Approved Accounting Standards in Malaysia for Entities Other than Private Entities and the provisions of Companies Act, 1965. The preparation of the financial 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 financial statements, and the reported amounts of revenues and expenses during the reported financial year. Although these estimates and judgments are based on the Directorsâ&#x20AC;&#x2122; best knowledge of current events and actions, actual results may differ. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the financial statements, are disclosed in Note 3.

U N I T E D M A L AYA N L A N D B H D ( 4 1 3 1 - M )

Notes to the Financial Statements FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2009

S U M M A RY O F S I G N I F I C A N T A C C O U N T I N G P O L I C I E S ( C O N T ’ D . )

(a)

Basis of preparation (cont’d.) (i)

Standards, amendments to published standards and interpretations to existing standards that are not yet effective and have not been early adopted The Group and Company have not early adopted the following standards, amendments to published standards and interpretations to existing standards that are mandatory for financial periods beginning on or after 1 January 2010 or later periods: • Amendment to FRS 1 “First-time Adoption of Financial Reporting Standards” and FRS 127 “Consolidated and Separate Financial Statements: Cost of an Investment in a Subsidiary, Jointly Controlled Entity or Associate” (effective for financial periods beginning on or after 1 January 2010). This amendment allows first-time adopters to use a deemed cost of either fair value or the carrying amount under previous accounting practice to measure the initial cost of investments in subsidiaries, jointly controlled entities and associates in the separate financial statements. The amendment also removes the definition of the cost method from FRS 127 and requires investors to present dividends as income in the separate financial statements. • Amendment to FRS 2 “Share-based Payment – Vesting Conditions and Cancellations” (effective for financial periods beginning on or after 1 January 2010). This amendment deals with vesting conditions and cancellations. It clarifies that vesting conditions are service conditions and performance conditions only. Other features of a share-based payment are not vesting conditions. These features would need to be included in the grant date fair value for transactions with employees and others providing similar services; they would not impact the number of awards expected to vest or valuation there of subsequent to grant date. All cancellations, whether by the entity or by other parties, should receive the same accounting treatment. • Amendment to FRS 5 “Non-current Assets Held for Sale and Discontinued Operations” (effective for financial periods beginning on or after 1 January 2010). This amendment clarifies that FRS 5 disclosures apply to non-current assets or disposal groups that are classified as held for sale and discontinued operations. • FRS 7 “Financial Instruments: Disclosures” and Amendment to FRS 7 (effective for financial periods beginning on or after 1 January 2010). This standard provides information to users of financial statements about an entity’s exposure to risks and how the entity manages those risks. The improvement to FRS 7 clarifies that entities must not present total interest income and expense as a net amount within finance costs on the face of the income statement. •

FRS 8 “Operating Segments” (effective for financial periods beginning on or after 1 July 2009). This standard requires a ‘management approach’, under which segment information is reported in a manner that is consistent with the internal reporting provided to the chief operating decision-maker.

• Amendment to FRS 8 “Operating Segments” (effective for financial periods beginning on or after 1 January 2010). This amendment clarifies that entities that do not provide information about segment assets to the chief operating decisionmaker will no longer need to report this information. Prior year comparatives must be restated.

U N I T E D M A L AYA N L A N D B H D ( 4 1 3 1 - M )

Notes to the Financial Statements FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2009

S U M M A RY O F S I G N I F I C A N T A C C O U N T I N G P O L I C I E S ( C O N T ’ D . )

(a)

Basis of preparation (cont’d.) (i)

Standards, amendments to published standards and interpretations to existing standards that are not yet effective and have not been early adopted (cont’d.) • Revised FRS 101 “Presentation of Financial Statements” (effective for financial periods beginning on or after 1 January 2010). This standard prohibits the presentation of items of income and expenses (that is, ‘non-owner changes in equity’) in the statement of changes in equity. ‘Non-owner changes in equity’ are to be presented separately from owner changes in equity. All non-owner changes in equity will be required to be shown in a performance statement, but entities can choose whether to present one performance statement (the statement of comprehensive income) or two statements (the income statement and statement of comprehensive income). Where entities restate or reclassify comparative information, they will be required to present a restated balance sheet as at the beginning comparative period in addition to the current requirement to present balance sheets at the end of the current period and comparative period. • Amendment to FRS 107 “Statement of Cash Flows” (effective for financial periods beginning on or after 1 January 2010). This amendment clarifies that only expenditure resulting in a recognised asset can be categorised as a cash flow from investing activities. • Amendment to FRS 108 “Accounting Policies, Changes in Accounting Estimates and Errors” (effective for financial periods beginning on or after 1 January 2010). This amendment clarifies that guidance to FRSs states whether it is an integral part of FRSs. Guidance that is an integral part of FRSs is mandatory. Guidance that is not an integral part of FRSs does not contain requirements for financial statements. • Amendment to FRS 110 “Events after the Balance Sheet Date” (effective for financial periods beginning on or after 1 January 2010). This amendment reinforces existing guidance that a dividend declared after the reporting date is not a liability of an entity at that date given that there is no obligation at that time. • Amendment to FRS 116 “Property, Plant and Equipment” (effective for financial periods beginning on or after 1 January 2010). This amendment requires entities whose ordinary activities comprise of renting and subsequently selling assets to present proceeds from the sale of those assets as revenue and should transfer the carrying amount of the asset to inventories when the asset becomes held for sale. A consequential amendment to FRS 107 states that cash flows arising from purchase, rental and sale of those assets are classified as cash flows from operating activities. • Amendment to FRS 117 “Leases” (effective for financial periods beginning on or after 1 January 2010). This amendment clarifies that the default classification of the land element in a land and building lease is no longer an operating lease. As a result, leases of land should be classified as either finance or operating, using the general principles of FRS 117. • Amendment to FRS 118 “Revenue” (effective for financial periods beginning on or after 1 January 2010). This amendment provides more guidance when determining whether an entity is acting as a ‘principal’ or as an ‘agent’.

U N I T E D M A L AYA N L A N D B H D ( 4 1 3 1 - M )

Notes to the Financial Statements FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2009

S U M M A RY O F S I G N I F I C A N T A C C O U N T I N G P O L I C I E S ( C O N T ’ D . )

(a)

Basis of preparation (cont’d.) (i)

Standards, amendments to published standards and interpretations to existing standards that are not yet effective and have not been early adopted (cont’d.) • Amendment to FRS 119 “Employee Benefits” (effective for financial periods beginning on or after 1 January 2010). This amendment clarifies that a plan amendment that results in a change in the extent to which benefit promises are affected by future salary increases is a curtailment, while an amendment that changes benefits attributable to past service gives rise to a negative past service cost if it results in a reduction in the present value of the defined benefit obligation. The definition of return on plan assets has been amended to state that plan administration costs are deducted in the calculation of return on plan assets only to the extent that such costs have been excluded from measurement of the defined benefit obligation. • FRS 123 “Borrowing Costs” and Amendment to FRS 123 (effective for financial periods beginning on or after 1 January 2010). This standard requires an entity to capitalise borrowing costs directly attributable to the acquisition, construction or production of a qualifying asset (one that takes a substantial period of time to get ready for use or sale) as part of the cost of that asset. The option of immediately expensing those borrowing costs is removed. The improvement to FRS 123 clarifies that the definition of borrowing costs includes interest expense calculated using the effective interest method defined in FRS 139 “Financial Instruments: Recognition and Measurement”. • Amendment to FRS 127 “Consolidated and Separate Financial Statements” (effective for financial periods beginning on or after 1 January 2010). This amendment clarifies that where an investment in a subsidiary that is accounted for under FRS 139 is classified as held for sale under FRS 5, FRS 139 would continue to be applied. • Amendment to FRS 128 “Investments in Associates” (effective for financial periods beginning on or after 1 January 2010). This amendment clarifies that an investment in an associate is treated as a single asset for impairment testing purposes. Reversals of impairment are recorded as an adjustment to the carrying amount of the investment to the extent that the recoverable amount of the associate increases. • Amendments to FRS 128 and FRS 131 “Interests in Joint Ventures” (consequential amendments to FRS 132 “Financial Instruments: Presentation” and FRS 7 (effective for financial periods beginning on or after 1 January 2010). These amendments clarify that where an investment in associate or joint venture is accounted for in accordance with FRS 139, only certain, rather than all disclosure requirements in FRS 128 or FRS 131 need to be made in addition to disclosures required by FRS 132 and FRS 7. • Amendment to FRS 132 “Financial Instruments: Presentation” (effective for financial periods beginning on or after 1 January 2010). This amendment requires entities to classify puttable financial instruments and instruments that impose on the entity an obligation to deliver to another party a prorata share of the net assets of the entity only on liquidation as equity, if they have particular features and meet specific conditions. • Amendment to FRS 134 “Interim Financial Reporting” (effective for financial periods beginning on or after 1 January 2010). This amendment clarifies that basic and diluted earnings per share (“EPS”) must be presented in an interim report only in the case when the entity is required to disclose EPS in its annual report.

U N I T E D M A L AYA N L A N D B H D ( 4 1 3 1 - M )

Notes to the Financial Statements FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2009

S U M M A RY O F S I G N I F I C A N T A C C O U N T I N G P O L I C I E S ( C O N T ’ D . )

(a)

Basis of preparation (cont’d.) (i)

Standards, amendments to published standards and interpretations to existing standards that are not yet effective and have not been early adopted (cont’d.) • Amendment to FRS 136 “Impairment of Assets” (effective for financial periods beginning on or after 1 January 2010). This amendment clarifies that the largest cash-generating unit (or group of units) to which goodwill should be allocated for the purposes of impairment testing is an operating segment before the aggregation of segments with similar economic characteristics. The improvement also clarifies that where fair value less costs to sell is calculated on the basis of discounted cash flows, disclosures equivalent to those for value in use should be made. • Amendment to FRS 138 “Intangible Assets” (effective for financial periods beginning on or after 1 January 2010). This amendment clarifies that a prepayment may only be recognised in the event that payment has been made in advance of obtaining right of access to goods or receipt of services. This means that an expense will be recognised for mail order catalogues when the entity has access to the catalogues and not when the catalogues are distributed to customers. It confirms that the unit of production method of amortisation is allowed. • FRS 139 “Financial Instruments: Recognition and Measurement” and Amendment to FRS 139 (effective for financial periods beginning on or after 1 January 2010). This standard establishes principles for recognising and measuring financial assets, financial liabilities and some contracts to buy and sell non-financial items. Hedge accounting is permitted under strict circumstances. The amendment to FRS 139 provides further guidance on eligible hedged items. The improvement to FRS 139 clarifies that the scope exemption in FRS 139 only applies to forward contracts but not options for business combinations that are firmly committed to being completed within a reasonable timeframe. • Amendment to FRS 140 “Investment Property” (effective for financial periods beginning on or after 1 January 2010). This amendment requires assets under construction or development for future use as investment property to be accounted as investment property rather than property, plant and equipment. Where the fair value model is applied, such property is measured at fair value. However, where fair value is not reliably measurable, the property is measured at cost until the earlier of the date construction is completed and fair value becomes reliably measurable. It also clarifies that if a valuation obtained for an investment property held under lease is net of all expected payments, any recognised lease liability is added back in order to determine the carrying amount of the investment property under the fair value model. • IC Interpretation 9 “Reassessment of Embedded Derivatives” (effective for financial periods beginning on or after 1 January 2010). This interpretation 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 first becomes a party to the contract. Subsequent reassessment is prohibited unless there is a change in the terms of the contract that significantly modifies the cash flows that otherwise would be required under the contract, in which case reassessment is required. • IC Interpretation 10 “Interim Financial Reporting and Impairment” (effective for financial periods beginning on or after 1 January 2010). This interpretation prohibits the impairment losses recognised in an interim period on goodwill and investments in equity instruments and in financial assets carried at cost to be reversed at a subsequent balance sheet date.

U N I T E D M A L AYA N L A N D B H D ( 4 1 3 1 - M )

Notes to the Financial Statements FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2009

S U M M A RY O F S I G N I F I C A N T A C C O U N T I N G P O L I C I E S ( C O N T ’ D . )

(a)

Basis of preparation (cont’d.) (i)

Standards, amendments to published standards and interpretations to existing standards that are not yet effective and have not been early adopted (cont’d.) • IC Interpretation 11 “FRS 2 – Group and Treasury Share Transactions” (effective for financial periods beginning on or after 1 January 2010). This interpretation provides guidance on whether share-based transactions involving treasury shares or involving group entities should be accounted for as equity-settled or cash-settled share-based payment transactions in the stand-alone accounts of the parent and group companies. • IC Interpretation 13 “Customer Loyalty Programmes” (effective for financial periods beginning on or after 1 January 2010). This interpretation clarifies that where goods or services are sold together with a customer loyalty incentive, the arrangement is a multiple-element arrangement and the consideration receivable from the customer is allocated between the components of the arrangement using fair values. • IC Interpretation 14 “FRS 119 – The Limit on a Defined Benefit Asset, Minimum Funding Requirements and Their Interaction” (effective for financial periods beginning on or after 1 January 2010). This interpretation provides guidance on assessing the limit in FRS 119 on the amount of the surplus that can be recognised as an asset. With the exception of FRS 7 and FRS 139, the Group and Company do not anticipate the above standards, amendments to published standards and interpretations to existing standards to have any significant impact on the financial statements of the Group and Company. The Group and Company have applied the transitional provision in FRS 7 and FRS 139, which exempts entities from disclosing the possible impact arising from the initial application of these standards on the financial statements of the Group and Company. The Group and Company will apply the above standards, amendments to published standards and interpretations to existing standards from financial periods beginning on 1 January 2010. • Amendment to FRS 2 “Share-based Payment” (effective for financial periods beginning on or after 1 July 2010). This amendment clarifies that contributions of a business on formation of a joint venture and common control transactions are outside the scope of FRS 2. • Revised FRS 3 “Business Combinations” (effective for financial periods beginning on or after 1 July 2010). This standard continues to apply the acquisition method to business combinations, with some significant changes. For example, all payments to purchase a business are to be recorded at fair value at the acquisition date, with contingent payments classified as debt subsequently re-measured through the income statement. There is a choice on an acquisition-byacquisition basis to measure the non-controlling interest in the acquiree either at fair vale or at the non-controlling interest’s proportionate share of the acquiree’s net assets. All acquisition-related costs should be expensed. • Amendment to FRS 5 “Non-current Assets Held for Sale and Discontinued Operations” (effective for financial periods beginning on or after 1 July 2010). This amendment clarifies that all of a subsidiary’s assets and liabilities are classified as held for sale if a partial disposal sale plan results in loss of control. Relevant disclosure should be made for this subsidiary if the definition of a discontinued operation is met.

U N I T E D M A L AYA N L A N D B H D ( 4 1 3 1 - M )

Notes to the Financial Statements FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2009

S U M M A RY O F S I G N I F I C A N T A C C O U N T I N G P O L I C I E S ( C O N T ’ D . )

(a)

Basis of preparation (cont’d.) (i)

Standards, amendments to published standards and interpretations to existing standards that are not yet effective and have not been early adopted (cont’d.) • Revised FRS 127 “Consolidated and Separate Financial Statements” (effective for financial periods beginning on or after 1 July 2010). This standard requires the effects of all transactions with non-controlling interests to be recorded in equity if there is no change in control and these transactions will no longer result in goodwill or gains and losses. The standard also specifies the accounting when control is lost. Any remaining interest in the entity is re-measured to fair value, and a gain or loss is recognised in the income statement. • Amendment to FRS 138 “Intangible Assets” (effective for financial periods beginning on or after 1 July 2010). This amendment clarifies that a group of complementary intangible assets acquired in a business combination is recognised as a single asset if the individual asset has similar useful lives. • Amendment to IC Interpretation 9 “Reassessment of Embedded Derivatives” (effective for financial periods beginning on or after 1 July 2010). This amendment clarifies that this interpretation does not apply to embedded derivatives in contracts acquired in a business combination, businesses under common control or the formation of a joint venture. • IC Interpretation 12 “Service Concession Arrangements” (effective for financial periods beginning on or after 1 July 2010). This interpretation applies to contractual arrangements whereby a private sector operator participates in the development, financing, operation and maintenance of infrastructure for public sector services. Depending on the contractual terms, this interpretation requires the operator to recognise a financial asset if it has an unconditional contractual right to receive cash or an intangible asset if it receives a right (license) to charge users of the public service. Some contractual terms may give rise to both a financial asset and an intangible asset. • IC Interpretation 15 “Agreements for the Construction of Real Estate” (effective for financial periods beginning on or after 1 July 2010). This interpretation provides guidance on whether FRS 118 “Revenue” or FRS 111 “Construction Contracts” should be applied to particular transactions. It clarifies when and how revenue and related expenses from the sale of a real estate unit should be recognised if an agreement between developer and a buyer is reached before the construction of the real estate is completed. With IC Interpretation 15, the Group will have to change its accounting policy from recognising revenue by stage of completion method to completion method. • IC Interpretation 16 “Hedges of a Net Investment in a Foreign Operation” (effective for financial periods beginning on or after 1 July 2010). This interpretation clarifies the accounting treatment in respect of net investment hedging. This includes the fact that net investment hedging relates to differences in functional currency not presentation currency, and hedging instruments may be held by any entity in the group. The requirements of FRS 121 “The Effects of Changes in Foreign Exchange Rates” do apply to the hedged item. • IC Interpretation 17 “Distributions of Non-cash Assets to Owners” (effective for financial periods beginning on or after 1 July 2010). This interpretation provides guidance on accounting for arrangements whereby an entity distributes noncash assets to shareholders either as a distribution of reserves or as dividends. FRS 5 has also been amended to require that assets are classified as held for distribution only when they are available for distribution in their present condition and the distribution is highly probable.

U N I T E D M A L AYA N L A N D B H D ( 4 1 3 1 - M )

Notes to the Financial Statements FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2009

S U M M A RY O F S I G N I F I C A N T A C C O U N T I N G P O L I C I E S ( C O N T ’ D . )

(a)

Basis of preparation (cont’d.) (i)

Standards, amendments to published standards and interpretations to existing standards that are not yet effective and have not been early adopted (cont’d.) With the exception of IC Interpretation 15, the Group and Company do not anticipate the above standards, amendments to published standards and interpretations to existing standards to have any significant impact on the financial statements of the Group and Company. The Group and Company will apply the above standards, amendments to published standards and interpretations to existing standard from financial periods beginning on 1 January 2011.

(b)

Basis of consolidation The consolidated financial statements include the financial statements of the Company and all its subsidiary companies made up to the end of the financial year. Subsidiary companies are those companies in which the Group has power to exercise control over the financial and operating policies so as to obtain benefits 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 financial 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 1222004 “Business Combinations” and FRS 3 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 financial 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 reflected in the consolidated financial statements. The excess of the cost of acquisition over the Group’s interest in the net fair value of the subsidiary company’s identifiable assets, liabilities and contingent liabilities at the date of acquisition is reflected as goodwill. See accounting policy Note 2(d) on goodwill. If the cost of acquisition is less than the net fair value of the identifiable 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.

U N I T E D M A L AYA N L A N D B H D ( 4 1 3 1 - M )

Notes to the Financial Statements FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2009

S U M M A RY O F S I G N I F I C A N T A C C O U N T I N G P O L I C I E S ( C O N T ’ D . )

(b)

Basis of consolidation (cont’d.) 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 financial 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 classified 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 reclassified and presented as movement in other capital reserves. Expenditure incurred in connection with the merger is recognised as an expense in the income statement. 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 identifiable 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 profit or loss and net assets in subsidiary companies attributable to equity 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’ identifiable assets and liabilities at the acquisition date and the minorities’ share of changes in the subsidiary companies’ equity since that date.

(c)

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 financial 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 financial statements using the equity method of accounting. The Group’s investments in jointly controlled entities include goodwill identified on acquisition, net of any accumulated impairment losses. See accounting policy Note 2(h) on impairment of assets. Under the equity method of accounting, the Group’s share of the post-acquisition profit 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 profits 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 profits 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 financial statements of jointly controlled entities to ensure consistency of accounting policies with those of the Group.

U N I T E D M A L AYA N L A N D B H D ( 4 1 3 1 - M )

Notes to the Financial Statements FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2009

S U M M A RY O F S I G N I F I C A N T A C C O U N T I N G P O L I C I E S ( C O N T ’ D . )

(d)

Goodwill Goodwill represents the excess of the cost of acquisition over the fair values of the Group’s share of the subsidiary companies’ and jointly controlled entities’ identifiable 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 benefit from the synergies of the business combination in which the goodwill arose. Goodwill on acquisitions of jointly 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(h) on impairment of assets.

(e)

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 benefits associated with the item will flow 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 financial 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 infinite 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. Deficits arising on revaluation are charged against non-distributable revaluation reserves to the extent of previous surpluses credited to non-distributable revaluation reserves of 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, fittings and equipment Motor vehicles Plant and machinery Stable and equestrian equipment

20 years 5 years 5 years 5 years 5 years

100

U N I T E D M A L AYA N L A N D B H D ( 4 1 3 1 - M )

Notes to the Financial Statements FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2009

S U M M A RY O F S I G N I F I C A N T A C C O U N T I N G P O L I C I E S ( C O N T ’ D . )

(e)

Property, plant and equipment (cont’d.) 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(h) on impairment of assets. 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.

(f)

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 infinite 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 assets 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 use and no future economics benefit 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 financial period of the retirement or disposal.

(g)

Investments Investments in subsidiary companies 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(h) on impairment of assets. Investments in other non-current investments are stated at cost and an allowance for diminution in value is made where, 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 identified. On disposal of an investment, the difference between the net disposal proceeds and its carrying amount is charged or credited to the income statement.

U N I T E D M A L AYA N L A N D B H D ( 4 1 3 1 - M )

101

Notes to the Financial Statements FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2009

S U M M A RY O F S I G N I F I C A N T A C C O U N T I N G P O L I C I E S ( C O N T ’ D . )

(h)

Impairment of assets Assets that have indefinite 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 flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific 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 flows 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 financial 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 financial 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 financial 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.

(i)

Completed properties Properties which have been completed but not sold are classified 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.

102

U N I T E D M A L AYA N L A N D B H D ( 4 1 3 1 - M )

Notes to the Financial Statements FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2009

S U M M A RY O F S I G N I F I C A N T A C C O U N T I N G P O L I C I E S ( C O N T ’ D . )

(j)

Property development activities (i)

Land held for property development Land held for property development consists of land upon which no significant development work has been undertaken or where development activities are not expected to be completed within the normal operating cycle. Such land is classified 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(h) 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 financing 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(w) 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. 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).

(k)

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.

U N I T E D M A L AYA N L A N D B H D ( 4 1 3 1 - M )

103

Notes to the Financial Statements FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2009

S U M M A RY O F S I G N I F I C A N T A C C O U N T I N G P O L I C I E S ( C O N T ’ D . )

(l)

Cash and cash equivalents For the purposes of the cash flow 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.

(m)

Share capital (i)

Classification Ordinary shares are classified as equity. Distributions to holders of a financial instrument classified 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.

(n)

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.

(o)

Payables Payables are measured initially and subsequently at cost. Payables are recognised when there is a contractual obligation to deliver cash or another financial asset to another entity.

(p)

Borrowings Borrowings are initially recognised based on the proceeds received, net of transaction costs incurred. In subsequent financial 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 financial instrument or a component part classified as a liability, is reported within finance costs in the income statement. Borrowings are classified 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.

104

U N I T E D M A L AYA N L A N D B H D ( 4 1 3 1 - M )

Notes to the Financial Statements FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2009

S U M M A RY O F S I G N I F I C A N T A C C O U N T I N G P O L I C I E S ( C O N T ’ D . )

(q)

Capitalisation of borrowing costs Borrowing costs incurred to finance 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 finance property development activities are accounted for in the similar manner. All other borrowing costs are recognised in the income statement in the financial period in which they are incurred.

(r)

Leases A lease is recognised as a finance 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 classified as operating leases. (i)

Finance leases – the Group as Lessee Assets acquired by way of finance 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 finance 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 finance 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.

(s)

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 outflow 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 reflect the current best estimate. Where the effect of time value of money is material, provisions are discounted using a current pre-tax rate that reflects, where appropriate, the risks specific to the obligation. Where discounting is used, the increase in the provisions due to passage of time is recognised as finance cost.

U N I T E D M A L AYA N L A N D B H D ( 4 1 3 1 - M )

105

Notes to the Financial Statements FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2009

S U M M A RY O F S I G N I F I C A N T A C C O U N T I N G P O L I C I E S ( C O N T ’ D . )

(t)

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 profit for the financial 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 financial 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 profit or loss. Deferred tax assets are recognised to the extent that it is probable that taxable profits 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 jointly controlled entities 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.

(u)

Employee benefits (i)

Short term employee benefits Wages, salaries, paid annual leave, sick leave, bonuses, and non-monetary benefits 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 Defined contribution plans are post-employment benefit plans under which the Group pays fixed 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 sufficient assets to pay all employees’ benefits relating to employees’ services in the current and preceding financial years. As required by law, companies in Malaysia make such contributions to the Employees’ Provident Fund (“EPF”), the national defined contribution plan. The Group’s contributions to EPF are charged to the income statement in the financial period to which they relate.

106

U N I T E D M A L AYA N L A N D B H D ( 4 1 3 1 - M )

Notes to the Financial Statements FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2009

S U M M A RY O F S I G N I F I C A N T A C C O U N T I N G P O L I C I E S ( C O N T ’ D . )

(u)

Employee benefits (cont’d.) (iii)

Share-based compensation The Group’s Employees’ Share Option Scheme (“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’ benefits 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.

(v)

Contingent liabilities and contingent assets The Group does not recognise a contingent liability but discloses its existence in the financial statements. A contingent liability is a possible obligation that arises from past events whose existence will be confirmed 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 outflow 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 confirmed by the occurrence or nonoccurrence 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 inflows of economic benefits are probable, but not virtually certain.

U N I T E D M A L AYA N L A N D B H D ( 4 1 3 1 - M )

107

Notes to the Financial Statements FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2009

S U M M A RY O F S I G N I F I C A N T A C C O U N T I N G P O L I C I E S ( C O N T ’ D . )

(w)

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 benefits will flow to the Group and specific 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 specifics 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 certified 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 schemes over the term of the instalment period. 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 financial statements when the Company’s right to receive payment is established. Management fees and project management fees are recognised when services are rendered.

(x)

Functional and presentation currency The financial statements are presented in Ringgit Malaysia, which is the Company’s functional and presentation currency.

108

U N I T E D M A L AYA N L A N D B H D ( 4 1 3 1 - M )

Notes to the Financial Statements FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2009

S U M M A RY O F S I G N I F I C A N T A C C O U N T I N G P O L I C I E S ( C O N T â&#x20AC;&#x2122; D . )

(y)

Financial instruments Description A financial instrument is any contract that gives rise to both a financial asset of one enterprise and a financial liability or equity instrument of another enterprise. A financial asset is any asset that is cash, a contractual right to receive cash or another financial asset from another enterprise, a contractual right to exchange financial instruments with another enterprise under conditions that are potentially favourable, or an equity instrument of another enterprise. A financial liability is any liability that is a contractual obligation to deliver cash or another financial asset to another enterprise, or to exchange financial 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, bank and cash balances, investments, receivables, payables and borrowings. The recognition method adopted for financial 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 financial 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 financial assets and financial liabilities is estimated by discounting the future contractual cash flows at the current market interest rate available to the Group for similar financial instruments. Fair value of other investments is determined based on the market value at the balance sheet date. The face values of financial 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.

S I G N I F I C A N T A C C O U N T I N G E S T I M AT E S A N D J U D G M E N T S

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 definition, rarely equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial 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 certified by duly appointed consultants. Significant 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.

U N I T E D M A L AYA N L A N D B H D ( 4 1 3 1 - M )

109

Notes to the Financial Statements FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2009

S I G N I F I C A N T A C C O U N T I N G E S T I M AT E S A N D J U D G M E N T S ( C O N T ’ D . )

Critical accounting estimates and assumptions (cont’d.) (ii)

Deferred tax assets Deferred tax assets are recognised to the extent that it is probable that taxable profits 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 profits.

Critical judgments in applying accounting policies There were no critical judgments used in applying the Group’s accounting policies.

FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

The Group is exposed to various financial risks including foreign currency exchange risk, interest rate risk, credit risk, liquidity risk and cash flow risk in the normal course of business. The Group’s overall financial risk management objective is to ensure that the Group creates value for its shareholders. The Group focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the financial 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 financial 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 flows 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 fixed and floating rates debts. The Group actively monitors its borrowings to ensure that the Group will benefit 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 sufficient cash and the availability of funding through an adequate amount of committed credit facilities. The Group aims at maintaining flexibility in funding by keeping committed credit lines available.

110

U N I T E D M A L AYA N L A N D B H D ( 4 1 3 1 - M )

Notes to the Financial Statements FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2009

REVENUE 2009 RM’000

2008 RM’000

205,877 326 46 416 1,126 715

169,982 518 85 – 1,054 444

208,506

172,083

65,695 6,755 7,645

19,208 8,154 9,033

80,095

36,395

Group Revenue from property development Interest income Land lease rental income Quarry lease rental income Rental income from investment properties Rental income from properties

Company Dividend income from subsidiary companies Interest income Provision of management services

EMPLOYEE BENEFITS EXPENSES Group

Wages, salaries and bonus Defined contribution retirement plan Other employee benefits

Company

2009 RM’000

2008 RM’000

2009 RM’000

2008 RM’000

15,310 1,866 833

17,926 2,603 1,362

5,585 630 299

7,757 1,106 425

18,009

21,891

6,514

9,288

Employee benefits expenses include the remuneration of an Executive Director. At the end of the financial year, there were 261 (2008: 285) employees in the Group and 56 (2008: 66) employees in the Company.

U N I T E D M A L AYA N L A N D B H D ( 4 1 3 1 - M )

111

Notes to the Financial Statements FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2009

K E Y M A N A G E M E N T P E R S O N N E L C O M P E N S AT I O N

The remuneration of Directors and other key management personnel during the financial year are as follows:Group

Directors: Executive Director: – fees – basic salaries and bonus – defined contribution retirement plan – other emoluments

Non-Executive Directors: – fees – other emoluments

Company

2009 RM’000

2008 RM’000

2009 RM’000

2008 RM’000

40 373 48 16

40 420 63 23

40 373 48 16

40 420 63 21

477

546

477

544

375 94

375 85

375 94

375 79

469

460

469

454

946

1,006

946

998

1,142 148

1,536 227

1,142 148

1,524 227

1,290

1,763

1,290

1,751

2,236

2,769

2,236

2,749

35 60

Other key management personnel: – short term employee benefits – defined contribution retirement plan

Estimated monetary value of Directors’ benefits-in-kind – Executive – Non-Executive

FINANCE COSTS Group

Company

2009 RM’000

2008 RM’000

2009 RM’000

2008 RM’000

1,018 389 5,527 1,653 31 –

956 423 6,473 1,947 43 –

1,011 30 3,778 – 31 56

490 17 3,778 – 43 181

8,618

9,842

4,906

4,509

Interest expense on: – – – – – –

revolving credit bank overdrafts term loan bridging loan finance lease advances from subsidiary companies

112

U N I T E D M A L AYA N L A N D B H D ( 4 1 3 1 - M )

Notes to the Financial Statements FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2009

P R O F I T B E F O R E TA X

The following amounts have been (credited)/charged in arriving at profit before tax: Group 2009 RM’000

Company 2008 RM’000

2009 RM’000

2008 RM’000

Interest (income) from/reversal of: – short term deposits – subordinated bonds – advances to a jointly controlled entity – advances to subsidiary companies – amounts overdue from purchasers – others Gain on disposal of property, plant and equipment Rental income Write-back for penalty charges Direct operating expenses of investment properties: – revenue generating during the year – non-revenue generating during the year Guaranteed lease rental Auditors’ remuneration Statutory audit Non statutory audit fees: – tax advisory and compliance work – other regulatory work Loss on disposal of property, plant and equipment Negative goodwill Property, plant and equipment written off Write-down of completed properties

10.

(740) – (263) – 956 (634) (36,459) (3,587) –

(291) (176) (196) – (716) (2,044) (31) (1,971) (2,500)

(64) – (525) (6,166) – – – – –

(146) (176) (393) (7,439) – – (18) – –

744 379 1,662

262 308 1,406

– – –

181

68 23 99 – 1 539

114 16 – 4 4 –

16 13 99 – – –

19 8 – – – –

2008 RM’000

2009 RM’000

TA X E X P E N S E Group 2009 RM’000

Company 2008 RM’000

Current tax: – Malaysian tax Deferred tax (Note 20)

6,536 (1,087)

5,504 (3,661)

13,363 227

4,288 (8)

5,449

1,843

13,590

4,280

8,027 (1,491)

5,603 (99)

13,935 (572)

4,288 –

6,536

5,504

13,363

4,288

Current tax Current financial year Overaccrual in prior financial years (net)

U N I T E D M A L AYA N L A N D B H D ( 4 1 3 1 - M )

113

Notes to the Financial Statements FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2009

10.

TA X E X P E N S E ( C O N T ’ D . ) Group 2009 RM’000

Company 2008 RM’000

2009 RM’000

2008 RM’000

Deferred tax Origination and reversal of temporary differences Under/(over)accrual in prior financial years (net) Change in income tax rate

(1,537) 450 –

(3,426) (41) (194)

227 – –

14 (37) 15

(1,087)

(3,661)

227

(8)

5,449

1,843

13,590

4,280

The numerical reconciliation between the average effective tax rate of the Group and Company and the Malaysian tax rate is as follows: Group

Malaysian tax rate Tax effects of: – – – – – – – – – – – –

expenses not deductible for tax purposes income not subject to tax current year’s tax loss not recognised lower tax rate resulting from restatement of land costs for tax purposes utilisation of previously unrecognised tax losses utilisation of previously unrecognised timing differences share of results of jointly controlled entities group tax relief overaccrual of current tax in prior financial years under/(over)accrual of deferred tax in prior financial years change in income tax rate others

Average effective tax rate

Company

2009 %

2008 %

2009 %

2008 %

4 (15) 1

282 (7) 68

2 (3) –

8 (4) –

(5) (1) – – – (2) 1 – 1

(193) – 2 14 – (17) (7) (42) 194

– – – – (1) (1) – – –

– – – – (4) – – – –

320

Included in tax expense of the Group are tax savings from utilisation of current financial year’s tax losses of subsidiary companies amounting to RM1,133,000 (2008: RM733,000).

114

U N I T E D M A L AYA N L A N D B H D ( 4 1 3 1 - M )

Notes to the Financial Statements FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2009

11.

EARNINGS/(LOSS) AND NET ASSETS PER SHARE

(a)

Earnings/(loss) per share (“EPS”) Basic EPS Basic EPS of the Group is calculated by dividing the profit/(loss) attributable to equity holders of the Company for the financial year by the weighted average number of ordinary shares in issue during the financial year, excluding ordinary shares acquired by the Company and held as treasury shares. 2009

Profit/(loss) attributable to equity holders of the Company for the financial year (RM’000) Weighted average number of ordinary shares in issue (‘000) Basic EPS (sen)

2008

55,035 241,303 22.81

(3,462) 241,303 (1.43)

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 does not have any dilutive potential ordinary shares. Accordingly, diluted earnings per share information is not presented in the financial statements. (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 RM857,849,748 (2008: RM816,388,192) at the end of the financial year by the issued share capital of 241,303,433 shares, (which is net of 401,800 treasury shares) (2008: 241,303,433 shares, (which is net of 401,800 treasury shares)) of the Company at the end of the financial year.

12.

DIVIDEND PER SHARE

Dividends declared and proposed for the financial year are as follows: 2009 Gross dividend per share Sen

Final dividend paid, less income tax of 25% Interim dividend paid, less income tax of 25% Interim dividend declared and payable, less income tax of 25% Proposed final dividend, less income tax of 25% Proposed final dividend, tax-exempt

2008 Amount of net dividend RM’000

Gross dividend per share Sen

Amount of net dividend RM’000

– 2.50

– 4,524

2.50 –

4,525 –

2.50 4.06 0.70

4,525 7,348 1,689

– – –

9.76

18,086

2.50

4,525

U N I T E D M A L AYA N L A N D B H D ( 4 1 3 1 - M )

115

Notes to the Financial Statements FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2009

12.

DIVIDEND PER SHARE (CONT’D.)

At the forthcoming Annual General Meeting (“AGM”) on 23 June 2010, a final dividend of 4.06 sen (2008: 2.50 sen) gross per ordinary share, less income tax of 25% and 0.70 sen gross per ordinary share, tax-exempt, on 241,303,433 ordinary shares (which is net of 401,800 treasury shares) in respect of the financial year ended 31 December 2009 will be proposed for shareholders’ approval. This final net dividend amounts to RM9,036,814. These financial statements do not reflect this final dividend as a liability. The final dividend will be accrued as a liability only after it has been approved by the shareholders at the forthcoming AGM.

13.

P R O P E R T Y, P L A N T A N D E Q U I P M E N T As at 1.1.2009 RM’000

Additions RM’000

Disposals/ write-off RM’000

Transfers RM’000

As at 31.12.2009 RM’000

Group 2009 Cost/Valuation Freehold land Buildings Building under construction Furniture, fittings and equipment Motor vehicles Stable and equestrian equipment

320,737 11,868 – 7,915 3,123 97

1,183 – 868 221 142 –

(36,200) (8,034) – (887) (455) (41)

(8,923) (3,251) – – – –

276,797 583 868 7,249 2,810 56

343,740

2,414

(45,617)

(12,174)

288,363

Disposals/ write-off RM’000

Transfers RM’000

As at 31.12.2009 RM’000

As at 1.1.2009 RM’000

Charge for the financial year RM’000

Accumulated depreciation Freehold land Buildings Building under construction Furniture, fittings and equipment Motor vehicles Stable and equestrian equipment

– 6,682 – 6,638 1,413 97

– 110 – 560 321 –

– (4,977) – (825) (254) (41)

– (1,751) – – – –

– 64 – 6,373 1,480 56

14,830

991

(6,097)

(1,751)

7,973

116

U N I T E D M A L AYA N L A N D B H D ( 4 1 3 1 - M )

Notes to the Financial Statements FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2009

13.

P R O P E R T Y, P L A N T A N D E Q U I P M E N T ( C O N T ’ D . ) As at 1.1.2008 RM’000

Additions RM’000

Disposals/ write-off RM’000

Transfers RM’000

As at 31.12.2008 RM’000

Group 2008 Cost/Valuation Freehold land Buildings Furniture, fittings and equipment Motor vehicles Plant and machinery Stable and equestrian equipment

327,617 17,045 7,624 3,104 20 97

– 43 469 341 – –

– – (178) (322) (20) –

(6,880) (5,220) – – – –

320,737 11,868 7,915 3,123 – 97

355,507

853

(520)

(12,100)

343,740

Disposals/ write-off RM’000

Transfers RM’000

As at 31.12.2008 RM’000

As at 1.1.2008 RM’000

Charge for the financial year RM’000

Accumulated depreciation Freehold land Buildings Furniture, fittings and equipment Motor vehicles Plant and machinery Stable and equestrian equipment

– 8,437 6,249 1,271 20 97

– 850 563 320 – –

– – (174) (178) (20) –

– (2,605) – – – –

– 6,682 6,638 1,413 – 97

16,074

1,733

(372)

(2,605)

14,830

As at 31.12.2009 RM’000

As at 31.12.2008 RM’000

276,797 519 868 876 1,330 – –

320,737 5,186 – 1,277 1,710 – –

280,390

328,910

Net book value Freehold land Buildings Building under construction Furniture, fittings and equipment Motor vehicles Plant and machinery Stable and equestrian equipment

U N I T E D M A L AYA N L A N D B H D ( 4 1 3 1 - M )

117

Notes to the Financial Statements FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2009

13.

P R O P E R T Y, P L A N T A N D E Q U I P M E N T ( C O N T ’ D . )

The net book values of freehold land and buildings transferred from/(to) during the financial year are as follows: 2009 RM’000

2008 RM’000

Freehold land Transfer to investment properties (Note 14) Transfer to land held for property development (Note 18) Transfer to property development costs (Note 22)

(5,816) (2,211) (896)

(6,880) – –

(8,923)

(6,880)

(1,500) –

(3,180) 565

(1,500)

(2,615)

(10,423)

(9,495)

Buildings Transfer to investment properties (Note 14) Transfer from completed properties

As at 1.1.2009 RM’000

Additions RM’000

Disposal RM’000

As at 31.12.2009 RM’000

Company 2009 Cost Furniture, fittings and equipment Motor vehicles

1,424 2,584

45 –

– (455)

1,469 2,129

4,008

(455)

3,598

As at 1.1.2009 RM’000

Charge for the financial year RM’000

Disposal RM’000

As at 31.12.2009 RM’000

Accumulated depreciation Furniture, fittings and equipment Motor vehicles

1,049 932

166 273

– (254)

1,215 951

1,981

439

(254)

2,166

118

U N I T E D M A L AYA N L A N D B H D ( 4 1 3 1 - M )

Notes to the Financial Statements FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2009

13.

P R O P E R T Y, P L A N T A N D E Q U I P M E N T ( C O N T ’ D . ) As at 1.1.2008 RM’000

Additions RM’000

Disposal RM’000

As at 31.12.2008 RM’000

Company 2008 Cost Furniture, fittings and equipment Motor vehicles

1,316 2,523

108 327

– (266)

1,424 2,584

3,839

435

(266)

4,008

As at 1.1.2008 RM’000

Charge for the financial year RM’000

Disposal RM’000

As at 31.12.2008 RM’000

Accumulated depreciation Furniture, fittings and equipment Motor vehicles

888 753

161 301

– (122)

1,049 932

1,641

462

(122)

1,981

As at 31.12.2009 RM’000

As at 31.12.2008 RM’000

Net book value Furniture, fittings and equipment Motor vehicles

254 1,178

375 1,652

1,432

2,027

The freehold land of the Group was revalued by the Directors in 1990 based on a valuation carried out by an independent firm of professional valuers using the comparison method basis. The book value of freehold land was adjusted to reflect 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 firm of professional valuers using the open market valuation basis. The book value of freehold land was adjusted to reflect the revaluation and the revaluation surplus arising thereof was credited to revaluation reserves.

U N I T E D M A L AYA N L A N D B H D ( 4 1 3 1 - M )

119

Notes to the Financial Statements FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2009

13.

P R O P E R T Y, P L A N T A N D E Q U I P M E N T ( C O N T ’ D . ) Group 2009 RM’000

2008 RM’000

17,201 254,898 4,698

19,113 297,978 3,646

276,797

320,737

The freehold land consists of the following: At cost or valuation Land, at 1990 valuation Land, at 1996 valuation Development expenditures, at cost

If the freehold land had been determined in accordance with the historical cost convention, the cost of the freehold land for the Group is RM12,439,658 (2008: RM14,815,583). The net book value of property, plant and equipment pledged as security for borrowings are as follows: Group

14.

Company

2009 RM’000

2008 RM’000

2009 RM’000

2008 RM’000

Freehold land Building under construction Motor vehicles

1,240 868 759

– – 947

– – 759

– – 947

Total (Note 28)

2,867

947

759

947

INVESTMENT PROPERTIES Group 2009 RM’000

2008 RM’000

At beginning of the financial year Transfer from property, plant and equipment (Note 13) Transfer from completed properties Transfer from property development costs (Note 22) Additional costs incurred Depreciation

17,258 7,316 26,183 6,361 227 (492)

6,843 10,060 – 463 – (108)

At end of the financial year

56,853

17,258

Cost Accumulated depreciation

61,809 (4,956)

19,971 (2,713)

Net book value

56,853

17,258

Net book value

120

U N I T E D M A L AYA N L A N D B H D ( 4 1 3 1 - M )

Notes to the Financial Statements FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2009

14.

INVESTMENT PROPERTIES (CONT’D.)

The fair value of the properties was estimated at RM106,127,000 (2008: RM38,740,000) based on valuation by independent professionally qualified valuers and internal valuation. Valuations were based on current prices in an active market for all properties. Investment properties with book value of RM6,823,754 (2008: RM462,635) have been pledged as security for borrowings (Note 28).

15.

I N V E S T M E N T S I N S U B S I D I A R Y C O M PA N I E S Company

Unquoted shares, at cost

2009 RM’000

2008 RM’000

534,792

451,530

Details of the subsidiary companies, all of which were incorporated in Malaysia, are as follows: Group’s effective interest Name of company

Principal activities %

2009 %

2008

Seri Alam Properties Sdn Bhd

Property development

100

UM Leisure Sdn Bhd

General trading

100

UM Land Assets Sdn Bhd

Property investment

100

UM Land Bena Sdn Bhd

Property development and related activities

100

Country Equity Sdn Bhd

Investment holding

100

UM Development Sdn Bhd

Property development and related activities

100

UM Residences Sdn Bhd

Development of serviced apartments

100

Suasana Sentral Two Sdn Bhd

Property development and related activities

Dynasty View Sdn Bhd

Property development and related activities

100

Exquisite Skyline Sdn Bhd

Property development and related activities

Exquisite Mode Sdn Bhd

Property development and related activities

100

Clear Dynamic Sdn Bhd

Property development and related activities

100

Extreme Consolidated Sdn Bhd

Property development and related activities

100

U N I T E D M A L AYA N L A N D B H D ( 4 1 3 1 - M )

121

Notes to the Financial Statements FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2009

15.

I N V E S T M E N T S I N S U B S I D I A R Y C O M PA N I E S ( C O N T ’ D . ) Group’s effective interest

Name of company

Principal activities

2009 %

Bangi Heights Development Sdn Bhd

Property development and property investment

2008 %

–

Subsidiary companies of Seri Alam Properties Sdn Bhd *

PMS Services Sdn Bhd

Project management

100

Seri Alam Hotel Resort Sdn Bhd

General trading

100

Seri Alam Leisure Sdn Bhd

Investment holding

100

Operation of a recreational club and related activities

100

–

100

Subsidiary company of Seri Alam Leisure Sdn Bhd #

Seri Alam Golf & Equestrian Club Sdn Bhd Subsidiary company of Country Equity Sdn Bhd

Bangi Heights Development Sdn Bhd.

Property development and property investment

Subsidiary company of UM Land Assets Sdn Bhd Ipjora Holdings Sdn Bhd

Developing, building, owning and operating serviced apartments

* #

Subsidiary company consolidated using the merger method of accounting. These subsidiary companies have not commenced operations. This subsidiary company has ceased operations.

During the financial year, the paid-up share capital of these subsidiaries was increased as follows:

As at 1.1.2009 RM

Exquisite Mode Sdn Bhd Extreme Consolidated Sdn Bhd

100,000 2

Increased during the financial year RM

400,000 98

As at 31.12.2009 RM

500,000 100

122

U N I T E D M A L AYA N L A N D B H D ( 4 1 3 1 - M )

Notes to the Financial Statements FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2009

15.

I N V E S T M E N T S I N S U B S I D I A R Y C O M PA N I E S ( C O N T ’ D . )

On 12 February 2009, the Company had entered into a conditional subscription and joint venture agreement (“JVA”) with Tradewinds Johor Sdn Bhd (“TJSB”), to govern a joint venture company, Extreme Consolidated Sdn Bhd (“ECSB”). ECSB was 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 JVA was completed upon the subscription for 49 new ordinary shares of RM1.00 each for a cash consideration of RM49.00 each by the Company and TJSB respectively in ECSB on 21 October 2009. +

On 20 January 2009, the Company had 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”), representing 70% of the issued and paid-up share capital of BHD for a total cash consideration of RM82.86 million (“Shareholding Rationalisation”). Pursuant to the 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. The Shareholding Rationalisation was completed on 1 April 2009 in accordance with the SSA. Acquisition of a subsidiary company in the financial year ended 31 December 2008 On 1 December 2008, UM Land Assets Sdn Bhd (“UMLA”), 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 (“Ipjora”) for a cash consideration of RM5,309,882. UMLA owned 40% equity interest in Ipjora prior to this acquisition. For the month of December 2008, the acquired subsidiary company contributed loss for the financial year of RM25,455 to the Group’s results. If the acquisition had occurred on 1 January 2008, the Group’s loss for the financial year ended 31 December 2008 would have been RM3,454,861. The assets and liabilities arising from the acquisition were as follows: Fair value recognised on acquisition RM’000

Acquiree’s carrying amount RM’000

Identifiable assets and liabilities Land held for property development Tax recoverable Trade and other receivables Cash and bank balances

5,400 2 14 66

4,800 2 14 66

Total assets

5,482

4,882

Other payables

(168)

Total liabilities

(168)

5,314

4,714

Identifiable net assets acquired Negative goodwill

(4)

Cost of acquisition

5,310

U N I T E D M A L AYA N L A N D B H D ( 4 1 3 1 - M )

123

Notes to the Financial Statements FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2009

15.

I N V E S T M E N T S I N S U B S I D I A R Y C O M PA N I E S ( C O N T ’ D . )

The effects of the acquisition on the cash flows of the Group for the financial year ended 31 December 2008 were as follows: RM’000

16.

Purchase consideration satisfied by cash Less: Cash and cash equivalents in the subsidiary company acquired

5,310 (111)

Net cash outflow of the Group

5,199

I N V E S T M E N T S I N J O I N T LY C O N T R O L L E D E N T I T I E S 2009 RM’000

2008 RM’000

20,502

19,799

20,000

2009 RM’000

2008 RM’000

Group Share of net assets of jointly controlled entities Company Unquoted shares, at cost The summarised financial information of the jointly controlled entities is as follows:

Results Revenue Profit/(loss) after tax

7,858 2,307

7,764 (639)

Assets and liabilities Non-current assets Current assets Current liabilities Non-current liabilities Net assets

195 140,587 (24,775) (75,015)

186 131,762 (92,361) (1)

40,992

39,586

124

U N I T E D M A L AYA N L A N D B H D ( 4 1 3 1 - M )

Notes to the Financial Statements FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2009

16.

I N V E S T M E N T S I N J O I N T LY C O N T R O L L E D E N T I T I E S ( C O N T ’ D . )

Details of the jointly controlled entities, all of which were incorporated in Malaysia, are as follows: Group’s effective interest Name of company

Principal activities

2009 %

2008 %

Alpine Return Sdn Bhd

Property development and related activities

Nusajaya Consolidated Sdn Bhd

Property development and related activities

–

SSBC Sdn Bhd

Letting and marketing Somerset Seri Bukit Ceylon serviced residences

50.533

On 14 October 2008, the Company had entered into a conditional subscription and joint venture agreement (“SJVA”) with UEM Land Berhad (“UEML”) to govern a joint venture company, Nusajaya Consolidated Sdn Bhd (“NCSB”) for the proposed development of two pieces of land located in Mukim Pulai, District of Johor Bahru, State of Johor Darul Ta’zim. 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 subscription of shares in NCSB by the Company was completed on 2 April 2009.

17.

OTHER INVESTMENTS Group

Unquoted shares, at cost Unquoted subordinated bonds, at cost Less: Accumulated impairment loss

Company

2009 RM’000

2008 RM’000

2009 RM’000

2008 RM’000

–

6,000 (6,000)

6,000 (2,901)

6,000 (6,000)

6,000 (2,901)

–

3,099

–

3,099

–

3,108

–

3,099

The fair value of the unquoted bonds as at the financial year end approximates the carrying amount.

U N I T E D M A L AYA N L A N D B H D ( 4 1 3 1 - M )

125

Notes to the Financial Statements FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2009

18.

LAND HELD FOR PROPERTY DEVELOPMENT Group 2009 RM’000

2008 RM’000

At beginning of the financial year Acquisition of a subsidiary company (Note 15) Transfer from property, plant and equipment (Note 13) Transfer from property development costs (Note 22)

172,974 – 2,211 19,515

163,974 9,000 – –

At end of the financial year

194,700

172,974

Land held for property development with book value of RM141,937,472 (2008: RM142,058,880) have been pledged as security for borrowings (Note 28). The fair value of the land held for property development recognised from the acquisition of a subsidiary company in the financial year ended 31 December 2008 was RM9,000,000.

19.

L O N G T E R M T R A D E R E C E I VA B L E Group 2009 RM’000

2008 RM’000

Current

217

–

Later than 1 year and not later than 2 years Later than 2 years and not later than 5 years

269 593

– –

Non-current

862

–

1,079

–

Long term trade receivable is the discounted future receipts arising from the sale of a land parcel under a deferred payment scheme. Proceeds from the sale of land under the deferred payment scheme are receivable over three years. The instalments receivable within twelve months amounting to RM216,678 are included in “Trade and other receivables” in current assets.

126

U N I T E D M A L AYA N L A N D B H D ( 4 1 3 1 - M )

Notes to the Financial Statements FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2009

20.

D E F E R R E D TA X

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

2009 RM’000

2008 RM’000

2009 RM’000

2008 RM’000

8,378 9,274

6,629 9,893

143 –

370 –

17,652

16,522

143

370

(10,871)

(10,828)

–

6,781

5,694

143

370

5,694

2,033

370

362

(1) 179 (424) 1,853 (654) 10 124

13 47 462 1,826 331 39 943

19 – – – (214) (32) –

(1) – – – (31) 40 –

1,087

3,661

(227)

6,781

5,694

143

370

39 – 6,982 356 752 1,078

71 2 5,129 796 742 954

– – – 74 340 –

– – – 74 372 –

Offsetting

9,207 (829)

7,694 (1,065)

414 (271)

446 (76)

Deferred tax assets (after offsetting)

8,378

6,629

143

370

Deferred tax assets: – subject to income tax – subject to real property gains tax (“RPGT”)

Deferred tax liabilities: – subject to income tax

At beginning of the financial year: Credited/(charged) to income statement (Note 10): – – – – – – –

property, plant and equipment land held for property development property development costs interest capitalised receivables payables tax losses

At end of the financial year Subject to income tax: Deferred tax assets (before offsetting): – – – – – –

property, plant and equipment property development costs interest capitalised receivables payables tax losses

U N I T E D M A L AYA N L A N D B H D ( 4 1 3 1 - M )

127

Notes to the Financial Statements FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2009

20.

D E F E R R E D TA X ( C O N T ’ D . ) Group 2009 RM’000

Company 2008 RM’000

2009 RM’000

2008 RM’000

Deferred tax liabilities (before offsetting): – – – – –

property, plant and equipment land held for property development property development costs interest capitalised receivables

(94) (9,126) (2,192) (74) (214)

(125) (9,305) (2,389) (74) –

(57) – – – (214)

(76) – – – –

Offsetting

(11,700) 829

(11,893) 1,065

(271) 271

(76) 76

Deferred tax liabilities (after offsetting)

(10,871)

(10,828)

–

9,274

9,893

–

Subject to RPGT: Deferred tax assets: – property development costs

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

Tax losses

21.

Company

2009 RM’000

2008 RM’000

2009 RM’000

2008 RM’000

99,895

99,203

–

COMPLETED PROPERTIES

Completed properties with book value of RM27,671,525 (2008: RM25,911,545) have been pledged as security for borrowings (Note 28).

128

U N I T E D M A L AYA N L A N D B H D ( 4 1 3 1 - M )

Notes to the Financial Statements FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2009

22.

PROPERTY DEVELOPMENT COSTS Group 2009 RM’000

2008 RM’000

103,616 52,386 306,399 (70,251)

100,176 56,445 425,828 (261,547)

392,150

320,902

– 103,682 896 (6,361) (19,515) (22,766) (104,895)

47,000 112,192 – (463) – (11,397) (76,084)

(48,959)

71,248

98,568 28,558 327,833 (111,768)

103,616 52,386 306,399 (70,251)

343,191

392,150

At beginning of the financial year Freehold land – at cost – at valuation Development costs incurred Accumulated costs charged to income statement

Costs incurred during the financial year Acquisition of land Development costs incurred Transfer from property, plant and equipment (Note 13) Transfer to investment properties (Note 14) Transfer to land held for property development (Note 18) Transfer to completed properties Accumulated costs charged to income statement

At end of the financial year Freehold land – at cost – at valuation Development costs incurred Accumulated costs charged to income statement

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 financial year is interest capitalised amounting to RM1,738,162 (2008: RM3,387,353). Property development costs with book value of RM133,418,848 (2008: RM152,033,090) have been pledged as security for borrowings (Note 28).

U N I T E D M A L AYA N L A N D B H D ( 4 1 3 1 - M )

129

Notes to the Financial Statements FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2009

23.

T R A D E A N D O T H E R R E C E I VA B L E S Group

Company

2009 RM’000

2008 RM’000

2009 RM’000

2008 RM’000

36,811

77,210

297

967 56,093 1,772

304 23,164 1,615

– – –

95,643

102,293

297

(7,140)

(10,821)

(297)

Trade receivables Third parties Related parties: – Persons/companies related to Directors Accrued billings in respect of property development Accrued rental income from investment properties

Less: Allowance for doubtful debts Third parties Related parties: – Company related to Directors

(80)

–

(7,220)

(10,821)

88,423

91,472

–

64,885 (782)

6,644 (603)

47 –

280 –

64,103

6,041

280

– Subsidiary companies – Jointly controlled entities – Related companies

– 11,705 6

– 5,423 6

136,792 11,794 4

212,320 5,550 4

Deposits Prepayments

11,711 4,290 462

5,429 4,278 673

148,590 228 409

217,874 216 652

16,463

10,380

149,227

218,742

168,989

107,893

149,274

219,022

Trade receivables, net

– (297)

Other receivables Other receivables Less: Allowance for doubtful debts

Amounts due from related parties:

Total

130

U N I T E D M A L AYA N L A N D B H D ( 4 1 3 1 - M )

Notes to the Financial Statements FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2009

23.

T R A D E A N D O T H E R R E C E I VA B L E S ( C O N T ’ D . )

(a)

Amount due from related parties (Trade receivables) All amounts due from related parties 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 6.55% to 7.55% (2008: 7.50% to 8.50%) per annum as at financial year end. Amount due from a jointly controlled entity bears interest of 6.55% (2008: 7.50%) per annum as at financial year end. Other amounts due from related parties are non-interest bearing. All amounts due from related parties receivable are unsecured, repayable on demand and are to be settled in cash.

24.

DEPOSITS, BANK AND CASH BALANCES Group

Bank and cash balances Bank balances under Housing Development Accounts (“HDA”) Bank balances under sinking fund Fixed deposits Short term money market deposits

Company

2009 RM’000

2008 RM’000

2009 RM’000

2008 RM’000

3,711 15,874 1,252 24,755 17,350

9,787 29,240 1,215 63,505 20,000

732 – – – 3,000

1,808 – – – –

62,942

123,747

3,732

1,808

The effective weighted average interest rates of deposits and bank balances as at the balance sheet dates were as follows: Group

Bank balances Bank balances under HDA Bank balances under sinking fund Fixed deposits Short term money market deposits

Company

2009 % p.a.

2008 % p.a.

2009 % p.a.

2008 % p.a.

0.05 1.00 1.45 2.00 1.64

0.08 2.02 3.00 3.14 2.80

0.28 – – – 1.75

1.25 – – – –

Bank balances are deposits held at call with banks. The fixed deposits of the Group have maturity periods ranging from one month to three months. Short term money market deposits are deposits with banks with maturity period of less than one month. The subsidiary companies’ bank balances under Housing Development Accounts are not freely remissible to the Company until the issuance of the Certificate of Fitness for the respective housing developments and with the approval of the Controller of Housing after deducting certain sums of monies as specified 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.

U N I T E D M A L AYA N L A N D B H D ( 4 1 3 1 - M )

131

Notes to the Financial Statements FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2009

25.

S H A R E C A P I TA L Group and Company 2009 RM’000

2008 RM’000

500,000

At beginning of the financial year Issued during the financial year pursuant to ESOS

241,705 –

241,650 55

At end of the financial year

241,705

Authorised: Ordinary shares of RM1.00 each, at beginning and end of the financial year Issued and fully paid: Ordinary shares of RM1.00 each:

(a)

EMPLOYEES’ SHARE OPTION SCHEME (“ESOS”)

The Company’s ESOS was governed by the by-laws approved by the shareholders at an Extraordinary General Meeting (“EGM”) held on 25 June 2003. The ESOS was implemented on 4 September 2003 and was to be in force for a period of 5 years from the date of implementation. 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. The ESOS had expired on 3 September 2008. During the financial year ended 31 December 2008, 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 shares issued ranked pari passu in all respects with the existing ordinary shares of the Company. The movements during the financial year ended 31 December 2008 in the number of options over ordinary shares of the Company were as follows:

Grant date

Expiry date

5.9.2003 10.4.2007 3.12.2007

3.9.2008 3.9.2008 3.9.2008

Exercise price/ share RM

1.31 1.61 1.99

As at 1.1.2008 ‘000

Granted ‘000

Exercised ‘000

Lapsed ‘000

As at 31.12.2008 ‘000

178 172 1,268

– – –

(52) (3) –

(126) (169) (1,268)

– – –

1,618

–

(55)

(1,563)

–

132

U N I T E D M A L AYA N L A N D B H D ( 4 1 3 1 - M )

Notes to the Financial Statements FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2009

25.

S H A R E C A P I TA L ( C O N T ’ D . ) (b)

TREASURY SHARES

In previous financial 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 financed by internally generated funds. These shares repurchased are being held as treasury shares as allowed under Section 67A of Companies Act, 1965. None of these treasury shares has been sold or cancelled. As at 31 December 2009, the number of outstanding shares in issue which are fully paid is 241,303,433 (net of 401,800 treasury shares) (2008: 241,303,433 (net of 401,800 treasury shares)) ordinary shares of RM1.00 each.

26.

RESERVES Group

Company

2009 RM’000

2008 RM’000

2009 RM’000

2008 RM’000

63,971 209,421 –

63,971 243,018 –

63,971 – 209,375

273,392

306,989

273,346

(41,625) (463)

231,304

264,901

272,883

278,142 106,698

236,681 73,101

87,616 15,256

53,292 15,256

384,840

309,782

102,872

68,548

616,144

574,683

375,755

341,431

Non-distributable Share premium Revaluation reserves Merger reserve^ Capital reserves: – Merger deficit # Treasury shares (Note 25)

– (463)

Distributable Retained earnings Revaluation reserves*

^ # *

Merger reserve represents premium on the issue of shares for the acquisition of the entire shares in issue of a subsidiary company in accordance with Section 60(4) of Companies Act, 1965. Merger deficit represents the deficit in the fair value of shares issued for the acquisition of the entire equity interest of a subsidiary company against the total value of net assets acquired in accordance with Section 60(4) of Companies Act, 1965. This represents the accumulated revaluation reserves which have already been realised.

U N I T E D M A L AYA N L A N D B H D ( 4 1 3 1 - M )

133

Notes to the Financial Statements FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2009

27.

L O N G T E R M T R A D E PAYA B L E Group 2009 RM’000

2008 RM’000

Current

–

3,000

Later than 1 year and not later than 2 years Later than 2 years and not later than 5 years

– –

4,000 10,000

–

14,000

–

17,000

Long term trade payable as at 31 December 2008 was the consideration payable to a land owner for granting the exclusive right to a subsidiary company to develop and selling of serviced residences. On 31 December 2009, the Group made full settlement for the consideration of RM17,000,000, in exchange for the entire development rights and transfer of the land to the subsidiary company. The fair value of this long term trade payable as at 31 December 2008 was RM12,384,756. The fair value was estimated based on future contractual cash flows discounted at the interest rates ranging from 4.55% to 4.65% per annum.

28.

BORROWINGS Group

Company

2009 RM’000

2008 RM’000

2009 RM’000

2008 RM’000

24,669 16,800 292

34,904 39,200 564

– – 292

– – 564

41,761

74,668

292

564

40,000

60,000

40,000

60,000

81,761

134,668

40,292

60,564

Non-current Secured Bridging loan Term loan Finance lease liabilities Unsecured Term loan

134

U N I T E D M A L AYA N L A N D B H D ( 4 1 3 1 - M )

Notes to the Financial Statements FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2009

28.

BORROWINGS (CONT’D.) Group

Company

2009 RM’000

2008 RM’000

2009 RM’000

2008 RM’000

9,550 – 15,000 37,216 272

10,049 44,000 6,563 28,344 260

– – – – 272

– – – – 260

62,038

89,216

272

260

– 23,000 20,000

4,949 45,500 –

– 23,000 20,000

4,949 45,500 –

105,038

139,665

43,272

50,709

9,550 23,000 39,669 114,016 564

14,998 89,500 41,467 127,544 824

– 23,000 – 60,000 564

4,949 45,500 – 60,000 824

186,799

274,333

83,564

111,273

2009 RM’000

2008 RM’000

2009 RM’000

2008 RM’000

2,867 6,824 141,937 27,672 133,419

947 463 142,059 25,912 152,033

759 – – – –

947 – – – –

312,719

321,414

759

947

Current Secured Bank overdrafts Revolving credit Bridging loan Term loan Finance lease liabilities Unsecured Bank overdrafts Revolving credit Term loan

Total Bank overdrafts Revolving credit Bridging loan Term loan Finance lease liabilities

The borrowings are secured by the following: Group

Property, plant and equipment (Note 13) Investment properties (Note 14) Land held for property development (Note 18) Completed properties (Note 21) Property development costs (Note 22)

Company

U N I T E D M A L AYA N L A N D B H D ( 4 1 3 1 - M )

135

Notes to the Financial Statements FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2009

28.

BORROWINGS (CONT’D.) Weighted average interest rate at balance sheet date % p.a.

Total carrying amount RM’000

Maturity profile < 1 year RM’000

1-5 years RM’000

6.55 3.96 4.28 4.11 4.36 6.30 4.43

9,550 23,000 37,216 39,669 16,800 60,000 564

9,550 23,000 37,216 15,000 – 20,000 272

– – – 24,669 16,800 40,000 292

186,799

105,038

81,761

14,998 89,500 28,344 41,467 39,200 60,000 824

14,998 89,500 28,344 6,563 – – 260

– – – 34,904 39,200 60,000 564

274,333

139,665

134,668

23,000 60,000 564

23,000 20,000 272

– 40,000 292

83,564

43,272

40,292

4,949 45,500 60,000 824

4,949 45,500 – 260

– – 60,000 564

111,273

50,709

60,564

Group 2009 Bank overdrafts Revolving credit Term loan Bridging loan Term loan Term loan Finance lease liabilities

2008 Bank overdrafts Revolving credit Term loan Bridging loan Term loan Term loan Finance lease liabilities

7.50 5.27 5.26 5.32 5.57 6.30 4.45

Company 2009 Revolving credit Term loan Finance lease liabilities

3.96 6.30 4.43

2008 Bank overdrafts Revolving credit Term loan Finance lease liabilities

7.50 5.11 6.30 4.45

136

U N I T E D M A L AYA N L A N D B H D ( 4 1 3 1 - M )

Notes to the Financial Statements FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2009

28.

BORROWINGS (CONT’D.)

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 interest rate at balance sheet date % p.a.

Total carrying amount RM’000

Floating interest rate < 1 year RM’000

Fixed interest rate 1-5 years RM’000

6.55 3.96 4.28 4.11 4.36 6.30 4.43

9,550 23,000 37,216 39,669 16,800 60,000 564

9,550 23,000 37,216 39,669 16,800 – –

– – – – – 60,000 564

186,799

126,235

60,564

14,998 89,500 28,344 41,467 39,200 60,000 824

14,998 89,500 28,344 41,467 39,200 – –

– – – – – 60,000 824

274,333

213,509

60,824

23,000 60,000 564

23,000 – –

– 60,000 564

83,564

23,000

60,564

4,949 45,500 60,000 824

4,949 45,500 – –

– – 60,000 824

111,273

50,449

60,824

Group 2009 Bank overdrafts Revolving credit Term loan Bridging loan Term loan Term loan Finance lease liabilities

2008 Bank overdrafts Revolving credit Term loan Bridging loan Term loan Term loan Finance lease liabilities

7.50 5.27 5.26 5.32 5.57 6.30 4.45

Company 2009 Revolving credit Term loan Finance lease liabilities

3.96 6.30 4.43

2008 Bank overdrafts Revolving credit Term loan Finance lease liabilities

7.50 5.11 6.30 4.45

U N I T E D M A L AYA N L A N D B H D ( 4 1 3 1 - M )

137

Notes to the Financial Statements FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2009

28.

BORROWINGS (CONT’D.)

(a)

Unsecured term loan of RM20 million represents primary collateralised loan obligation entered by the Company in 2005. The term loan is subject to fixed interest rate of 6.13% per annum and is repayable in one lump sum in September 2010. The fair value of this long term loan as at the balance sheet date is RM20,000,000 (2008: RM20,597,628). The fair value as at 31 December 2009 approximates its carrying amount. The fair value as at 31 December 2008 was estimated based on future contractual cash flows discounted at the interest rate of 4.55% per annum.

(b)

Unsecured term loan of RM40 million represents primary collateralised loan obligation entered by the Company in 2007. The term loan is subject to fixed interest rate of 6.38% per annum and is repayable in one lump sum in January 2012. The fair value of this long term loan as at the balance sheet date is RM41,520,005 (2008: RM42,211,596). The fair value is estimated based on future contractual cash flows discounted at the interest rate of 4.75% (2008: 4.65%) per annum.

(c)

The fair value of the non-current finance lease liabilities as at the balance sheet date is RM278,966 (2008: RM538,817). The fair value is estimated based on future contractual cash flows discounted at the interest rates ranging from 4.17% to 4.88% (2008: 4.17% to 4.88%) per annum.

The carrying amount of all other borrowings 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 2009 RM’000

2008 RM’000

Not later than 1 year Later than 1 year and not later than 5 years

291 299

291 590

Total future minimum lease payments Less: Future finance charges

590 (26)

881 (57)

Present value of finance lease liabilities

564

824

272 292

260 564

564

824

Future minimum lease payments:

Analysis of present value of finance lease liabilities Not later than 1 year Later than 1 year and not later than 5 years

138

U N I T E D M A L AYA N L A N D B H D ( 4 1 3 1 - M )

Notes to the Financial Statements FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2009

29.

T R A D E A N D O T H E R PAYA B L E S Group

Trade payables Trade accruals Amounts due to related parties: Subsidiary companies Related companies Payroll liabilities Other payables and accruals

Company

2009 RM’000

2008 RM’000

2009 RM’000

2008 RM’000

25,367 18,619

35,734 21,203

– –

– 313 3,862 10,535

– 65 3,938 8,743

2,818 68 1,434 2,276

1,064 65 1,742 2,354

58,696

69,683

6,596

5,225

Credit terms of trade payables granted to the Group vary from no credit terms to 60 days. Amounts due to subsidiary companies bear interest of 6.55% (2008: 5.45% to 7.50%) per annum as at financial year end. Amounts due to related companies are non-interest bearing. All amounts due to related parties are unsecured, repayable on demand and are to be settled in cash.

30.

PROVISION Group

Infrastructure costs Property development costs

2009 RM’000

2008 RM’000

9,611 104

– 78

9,715

The provision for infrastructure costs represents the estimated infrastructure costs to be incurred as part of the obligation in accordance with the terms of the sale and purchase agreement of a disposal of a parcel of land in a subsidiary company. The provision for property development costs represents development costs estimated to be incurred. This provision will be utilised when the designated development activities take place. The movements in the provision for development costs are as follow: Group 2009 RM’000

At beginning of the financial year Additional provision Reversal of unutilised provision At end of the financial year

2008 RM’000

78 26 –

2,578 – (2,500)

104

U N I T E D M A L AYA N L A N D B H D ( 4 1 3 1 - M )

139

Notes to the Financial Statements FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2009

31.

R E L AT E D PA R T Y T R A N S A C T I O N S

In addition to the related party disclosures mentioned elsewhere in the financial statements, set out below are transactions with related parties during the financial year: Group

Company

2009 RM’000

2008 RM’000

2009 RM’000

2008 RM’000

– – – – – –

65,695 2,405 6,166 56 36,112 7,645

19,208 254 7,439 181 67,209 9,033

263 1,207 5,719

196 1,199 3,310

525 – 5,719

393 – 3,310

1,075

1,116

989

1,033

–

192

–

915 9

1,103 12

– –

Transactions with subsidiary companies Dividend income Expenses paid on behalf by subsidiary companies Interest income Interest expense Payment made on behalf of subsidiary companies Provision of management services Transactions with jointly controlled entities Interest income Rental income Payment made on behalf of jointly controlled entities Transactions with a corporate shareholder, Tradewinds Corporation Berhad and its related companies Purchase of goods and procurement of services 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 Rental income

The amounts that remained outstanding as at 31 December 2009 in respect of the above transactions with related parties are shown in Notes 23 and 29 to the financial statements.

140

U N I T E D M A L AYA N L A N D B H D ( 4 1 3 1 - M )

Notes to the Financial Statements FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2009

32.

O P E R AT I N G L E A S E C O M M I T M E N T

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

Not later than 1 year Later than 1 year and not later than 5 years Later than 5 years

33.

2009 RMâ&#x20AC;&#x2122;000

2008 RMâ&#x20AC;&#x2122;000

922 3,864 27,446

922 3,804 28,428

32,232

33,154

S E G M E N TA L I N F O R M AT I O N

The Group is primarily engaged in the property development industry (Primary segment). All activities of the Group are conducted within Malaysia (Secondary segment). 34.

A P P R O VA L O F F I N A N C I A L S TAT E M E N T S

The financial statements have been approved for issue in accordance with a resolution of the Board of Directors on 22 April 2010.

U N I T E D M A L AYA N L A N D B H D ( 4 1 3 1 - M )

141

Other Information List of Properties

142

Analysis of Shareholdings

Notice of 49th Annual General Meeting

145

148

Statement Accompanying Notice of 49th Annual General Meeting Form of Proxy

152

142

U N I T E D M A L AYA N L A N D B H D ( 4 1 3 1 - M )

List of Properties AS AT 31 DECEMBER 2009

Location

Description & Existing Use

Tenure

Age of Buildings

Land Area

Net Book Value

Year

Acre

RM’000

Date of Last Revaluation

TOWNSHIP DEVELOPMENT BANDAR SERI ALAM

Mukim of Plentong District of Johor Bahru

Vacant land - Government reserve

Freehold

–

199.43

–

1 Jalan Purnama Bandar Seri Alam 81750 Johor Darul Takzim

Equestrian clubhouse

Freehold

63.35

9,995

3 Jalan Persisiran Bandar Seri Alam 81750 Johor Darul Takzim

Japanese school

Freehold

5.01

7,222

Mukim of Plentong District of Johor Bahru

Vacant development land - Residential - Commercial - Recreational & others - School & hostel - Agriculture reserve

Freehold

–

445.11 254.02 2.96 7.71 154.86 25.56

267,229 216,160 3,846 902 19,021 27,300

Mukim of Plentong District of Johor Bahru

Completed properties - Residential

Freehold

–

0.87

2,515

Jalan Suria 1 Bandar Seri Alam 81750 Johor Darul Takzim

Corporate office

Freehold

–

1.83

1,978

Mukim of Plentong District of Johor Bahru

Vacant development land - Residential - Commercial - Recreational & others - School & hostel

Freehold

–

722.16 451.66 100.84 167.34 2.32

170,565 113,823 34,194 21,714 834

Mukim of Plentong District of Johor Bahru

On-going development - Commercial

Freehold

–

0.81

1,668

Mukim of Plentong District of Johor Bahru

Completed properties - Residential - Commercial

Freehold

–

9.67 8.12 1.55

12,849 10,284 2,565

Mukim of Plentong District of Johor Bahru

Investment properties - Land - Residential - Commercial

Freehold

30.46 21.37 8.97 0.12

35,986 10,491 25,205 290

1,478.70

510,007

May-90/ Oct-96

Oct-96

Sub-Total

– 2 - 12 11

May-90

U N I T E D M A L AYA N L A N D B H D ( 4 1 3 1 - M )

143

List of Properties AS AT 31 DECEMBER 2009

Location

Description & Existing Use

Tenure

Age of Buildings

Land Area

Net Book Value

Year

Acre

RM’000

Date of Last Revaluation

BANDAR SERI PUTRA Mukim of Kajang District of Ulu Langat Selangor

Vacant land - Government reserve

Freehold

–

348.81

–

34, Jalan Seri Putra 1/2 Bandar Seri Putra, Bangi 43000 Kajang Selangor

Corporate office

Freehold

0.09

513

Mukim of Kajang District of Ulu Langat Selangor

Vacant development land - Residential - Commercial

Freehold

–

151.01 64.88 86.13

119,932 22,034 97,898

Mukim of Dengkil District of Sepang Selangor

Vacant development land - Industrial

Freehold

–

48.72

10,986

Mukim of Kajang District of Ulu Langat Selangor

On-going development - Residential

Freehold

–

5.41

900

Mukim of Kajang District of Ulu Langat Selangor

Completed properties - Bungalow lots - Residential - Commercial

Freehold

–

3.45 2.13 0.55 0.77

1,868 185 1,232 451

Pekan Bangi Lama District of Ulu Langat Selangor

Completed properties - Bungalow lots

Freehold

–

31.72

20,984

589.21

155,183

Note

Sub-total

SERI AUSTIN Mukim of Tebrau District of Johor Bahru

Vacant land - Government reserve

Freehold

–

115.41

–

Mukim of Tebrau District of Johor Bahru

Vacant development land - Residential - Commercial

Freehold

–

212.26 202.82 9.44

116,671 110,972 5,699

Mukim of Tebrau District of Johor Bahru

On-going development - Residential

Freehold

–

30.04

28,085

Mukim of Tebrau District of Johor Bahru

Completed properties - Residential

Freehold

–

3.75

9,562

361.46

154,318

Sub-total

Note

144

U N I T E D M A L AYA N L A N D B H D ( 4 1 3 1 - M )

List of Properties AS AT 31 DECEMBER 2009

Location

Description & Existing Use

Tenure

Age of Buildings

Land Area

Net Book Value

Year

Acre

RM’000

Date of Last Revaluation

NICHE DEVELOPMENT

SERI BUKIT CEYLON 8 Lorong Ceylon Off Jalan Raja Chulan 50250 Kuala Lumpur

Completed properties - Commercial

Freehold

–

0.11

1,091

Investment properties - Commercial

Freehold

0.10

1,813

0.21

2,904

Sub-Total

Note

SUASANA BANGSAR On-going development - Residential

Freehold

–

0.93

24,272

Note

On-going development - Commercial

Freehold

–

1.50

39,034

Note

Geran 118688 Lot 1197, Geran 118689 Lot 1199 and Geran 99571 Lot 1201, District of Johor Bahru

Vacant land - Commercial

Freehold

–

1.49

28,853

Note

HS(D) No. 97972 PT No. 46, Seksyen 57, Kuala Lumpur

Vacant land - Commercial

Freehold

–

0.39

9,000

Note

2,433.89

923,571

Lot 451, Seksyen 096A Kuala Lumpur

SUASANA BUKIT CEYLON PT21 HSD98859 Seksyen 19 Kuala Lumpur

OTHER LANDBANK

Grand total Note: There has been no revaluation since the date of acquisition

U N I T E D M A L AYA N L A N D B H D ( 4 1 3 1 - M )

145

Analysis of Shareholdings AS AT 30 APRIL 2010

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 SHAREHOLDERS

Size of Shareholders

No. of Shareholders

1 - 99

% of Shareholders

No. of shares

% of share capital

4.76

1,901

0.00

100 - 1,000

321

20.37

255,448

0.11

1,001 - 10,000

888

56.35

3,821,176

1.58

10,001 - 100,000

228

14.47

6,987,850

2.90

3.81

89,344,424

37.03

0.25

140,892,634

58.39

1,576

100.00

241,303,433

100.00

100,001 to less than 5% of issued shares 5% and above of issued shares TOTAL

DIRECTORS’ SHAREHOLDINGS

Direct Interest Dato’ Ng Eng Tee Datuk Syed Ahmad Khalid Bin Syed Mohammed Ng Eng Soon

Indirect Interest

No. of Shares

6,525,000

2.70

10,000 7,151,032

No. of Shares

12.0

0.00

–

2.96

17,828,634*b

7.39

28,967,234

Notes:a

Deemed interested by virtue of his interests in Chee Tat Holdings (S) Pte Ltd, King George Financial Corporation, Netson Investments Ltd pursuant to Section 6A of the Companies Act, 1965 and through his spouse and children.

Deemed interested by virtue of his interest in Chee Tat Holdings (S) Pte Ltd pursuant to Section 6A of the Companies Act, 1965

146

U N I T E D M A L AYA N L A N D B H D ( 4 1 3 1 - M )

Analysis of Shareholdings AS AT 30 APRIL 2010

S U B S TA N T I A L S H A R E H O L D E R S

Direct Interest List of Substantial Shareholders

Indirect Interest

No. of Shares

Wawasan Perangsang Mewah Sdn Bhd

57,153,500

23.69

–

Opal Holdings Pte Ltd

48,084,500

19.93

–

Chee Tat Holdings (S) Pte Ltd

17,828,634

7.39

–

Tradewinds Resources Sdn Bhd

17,826,000

7.39

–

Tradewinds Corporation Berhad

–

17,826,000*a

7.39

Perspective Lane (M) Sdn Bhd

–

17,826,000*b

7.39 7.39

Restu Jernih Sdn Bhd

–

17,826,000*c

Tan Sri Dato’ Syed Mokhtar Shah bin Syed Nor

–

17,826,000*d

7.39

–

57,153,500*e

23.69 23.69

Muhammad Nor bin Saliman

–

Azman Hanafi bin Abdullah

–

57,153,500*e

CapitaLand Residential Malaysia Pte Ltd

–

48,084,500*f

19.93

–

48,084,500*g

19.93 20.75

CapitaLand Commercial Limited

–

CapitaLand Limited

–

50,064,500*h

Temasek Holdings (Private) Limited

–

50,064,500*i

20.75

2.70

28,967,234*j

12.00 7.39 7.39

Dato’ Ng Eng Tee

6,525,000

Ng Eng Soon

7,151,032

2.96

17,828,634*k

Ng Eng Ghee

6,560,864

2.72

17,828,634*k

Notes: a

Deemed interested by virtue of its interest in Tradewinds Resources Sdn Bhd pursuant to Section 6A of the Companies Act 1965.

Deemed interested by virtue of its interest in Tradewinds Corporation Berhad pursuant to Section 6A of the Companies Act, 1965.

Deemed interested by virtue of its interest in Perspective Lane (M) Sdn Bhd pursuant to Section 6A of the Companies Act, 1965.

Deemed interested by virtue of his interest in Restu Jernih Sdn Bhd pursuant to Section 6A of the Companies Act, 1965.

Deemed interested by virtue of their interests in Wawasan Perangsang Mewah Sdn Bhd pursuant to Section 6A of the Companies Act, 1965.

Deemed interested by virtue of its interest in Opal Holdings Pte Ltd pursuant to Section 6A of the Companies Act, 1965.

Deemed interested by virtue of its interest in CapitaLand Residential Malaysia Pte Ltd pursuant to Section 6A of the Companies Act, 1965.

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, 1965.

Deemed interested by virtue of its interest in CapitaLand Limited pursuant to Section 6A of the Companies Act, 1965.

Deemed interested by virtue of their interests in Chee Tat Holdings (S) Pte Ltd pursuant to Section 6A of the Companies Act, 1965.

LIST OF THIRTY LARGEST SHAREHOLDERS

No.

Name

No. of Shares

% of Share Capital

57,153,500

23.69

Wawasan Perangsang Mewah Sdn Bhd

Opal Holdings Pte Ltd

48,084,500

19.93

Chee Tat Holdings (S) Pte Ltd

17,828,634

7.39

Public Nominees (Tempatan) Sdn Bhd

17,826,000

7.39

11,400,000

4.72

Pledged Securities Account for Tradewinds Resources Sdn Bhd

Khong Guan Flour Milling Limited

U N I T E D M A L AYA N L A N D B H D ( 4 1 3 1 - M )

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Analysis of Shareholdings AS AT 30 APRIL 2010

No. 6.

Name Citigroup Nominees (Asing) Sdn Bhd

No. of Shares

% of Share Capital

7,363,782

3.05

6,560,864

2.72

4,516,200

1.87

4,490,800

1.86

3,939,618

1.63

3,939,617

1.63

3,939,617

1.63

3,938,210

1.63

3,289,000

1.36

3,193,000

1.32

3,180,000

1.32

Exempt An for OCBC Securities Private Limited

HDM Nominees (Asing) Sdn Bhd UOB Kay Hian Pte Ltd for Ng Eng Ghee

Mayban Nominees (Tempatan) Sdn Bhd Mayban Trustee Berhad for Public Regular Savings Fund

Amsec Nominees (Asing) Sdn Bhd AmTrustee Berhad for King George Financial Corporation

10.

Amsec Nominees (Asing) Sdn Bhd AmFraser Securities Pte Ltd for Ng Yew Hui

11.

Amsec Nominees (Asing) Sdn Bhd AmFraser Securities Pte Ltd for Ng Yew Tong

12.

Amsec Nominees (Asing) Sdn Bhd AmFraser Securities Pte Ltd for Ng Yew Chuan

13.

Amsec Nominees (Asing) Sdn Bhd AmFraser Securities Pte Ltd for Ng Suat Paik Alice

14.

Amsec Nominees (Asing) Sdn Bhd Pledged Securities Account for Ng Eng Tee

15.

AmanahRaya Trustees Berhad Public Far-East Property & Resorts Fund

16.

EB Nominees (Tempatan) Sendirian Berhad Pledged Securities Account for Ng Eng Tee

17.

Victoria Prize Sdn Bhd

3,061,441

1.27

18.

Khong Guan Group Pte Ltd

2,830,875

1.17

19.

Ng Yew Khim, Dennis

2,200,000

0.91

20.

Hup Hock Trading Sendirian Berhad

1,980,750

0.82

21.

HDM Nominees (Asing) Sdn Bhd

1,980,000

0.82

1,650,000

0.68

1,316,900

0.55

DBS Vickers Secs (S) Pte Ltd for Prime Equities Pte Ltd

22.

Amsec Nominees (Asing) Sdn Bhd AmTrustee Berhad for Netson Investments Ltd

23.

AmanahRaya Trustees Berhad Public Islamic Opportunities Fund

24.

Kah Hong Pte. Limited

1,130,000

0.47

25.

Ng Suet Ning, Tammy

1,000,000

0.41

26.

Wong Winifred

1,000,000

0.41

27.

Taisho Company Sdn Berhad

927,000

0.38

28.

AmanahRaya Trustees Berhad

872,000

0.36

806,900

0.33

797,800

0.33

222,197,008

92.08

Public SmallCap Fund

29.

AmanahRaya Trustees Berhad PB Asia Real Estate Income Fund

30.

Amsec Nominees (Asing) Sdn Bhd Pledged Securities Account for Ng Yew Khim, Dennis

TOTAL

The Analysis of Shareholdings have been tabulated based on the Companyâ&#x20AC;&#x2122;s Record of Depositors with Bursa Malaysia Depository Sdn Bhd after deducting 401,800 ordinary shares of RM1.00 each bought back by the Company and retained as treasury shares as at 30 April 2010.

148

U N I T E D M A L AYA N L A N D B H D ( 4 1 3 1 - M )

Notice of 49th Annual General Meeting

NOTICE IS HEREBY GIVEN THAT the 49th 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, 50250 Kuala Lumpur, on Wednesday, 23 June 2010 at 10.30 a.m. for the following businesses:-

A S O R D I N A RY B U S I N E S S :

To receive the Audited Financial Statements for the financial year ended 31 December 2009 together with the Reports of the Directors and Auditors thereon.

Ordinary Resolution 1

To approve the payment of a final gross dividend of 4.06 sen per ordinary share, less income tax of 25% and a tax exempt dividend of 0.70 sen per ordinary share for the financial year ended 31 December 2009.

Ordinary Resolution 2

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 Dato’ Ng Eng Tee

Ordinary Resolution 3

ii)

Tuan Syed Azmin bin Mohd Nursin @ Syed Nor

Ordinary Resolution 4

To consider and if thought fit, 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 office until the next Annual General Meeting of the Company.”

Ordinary Resolution 5

To approve the payment of Directors’ fees for the financial year ended 31 December 2009.

Ordinary Resolution 6

To re-appoint PricewaterhouseCoopers as Auditors of the Company for the ensuing year and to authorise the Directors to fix their remuneration.

Ordinary Resolution 7

AS SPECIAL BUSINESS:

To consider, and if thought fit, to pass the following ordinary resolutions:7.

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 Act to issue and allot new shares in the Company at any time at such price, upon such terms and conditions and for such purposes and to such person(s) whomsoever as the Directors may in their absolute discretion deem fit 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.”

PROPOSED RENEWAL OF SHAREHOLDERS’ MANDATE FOR SHARE BUY-BACK “THAT subject to Section 67A of the Act, Part IIIA of the Companies Regulations 1966, provisions of the Company’s Memorandum and Articles of Association, Bursa Securities Main Market Listing Requirements (Listing Requirements) 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:-

Ordinary Resolution 8

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149

Notice of 49th Annual General Meeting

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 or approximately 2.40% of the issued and paidup share capital of the Company (Shares) for the time being;

ii)

the maximum fund to be allocated by the Company for the purpose of purchasing the Shares shall not exceed the aggregate of the retained profits and share premium account of the Company. As at 31 December 2009, the audited retained profits and share premium account of the Company were RM87,616,817 and RM63,970,442 respectively;

iii)

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)

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 general meeting; or (b) upon the expiration of the period within which the next AGM after that date is required by the law to be held, whichever occurs first, 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 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) (b) (c ) (d)

cancel the Shares so purchased; or retain the Shares so purchased as treasury shares; or retain part of the Shares so purchased as treasury shares and cancel the remainder; or 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, modification, 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, finalise and give full effect in relation thereto.” 9.

PROPOSED RENEWAL OF SHAREHOLDERS’ MANDATE FOR 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 specific recurrent related party transactions of a revenue or trading nature which are necessary for its day-to-day operations involving the Related Parties, as set out in Section 2.1.4 of Part B of the Circular to Shareholders dated 1 June 2010 (Circular) subject to the following: (a)

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;

Ordinary Resolution 9

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Notice of 49th Annual General Meeting

(b)

disclosure is made in the annual report of the aggregate value of transactions conducted pursuant to the shareholders’ mandate during the financial year and such approval shall continue to be in force until:(i)

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;

(ii)

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

(iii)

revoked or varied by resolution passed by the shareholders in general meeting;

Ordinary Resolution 10

10. PROPOSED RENEWAL OF 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 financial 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 2.2.3 of Part B of the Circular subject to the following: (a)

the transactions are fair and reasonable to the Company;

(b)

the transactions are not to the detriment of the Company and its shareholders; and

(c)

disclosure is made in the annual report of the aggregate value of transactions conducted pursuant to the general mandate during the financial year and such approval shall continue to be in force until:(i)

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;

(ii)

(iii)

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.” 11. To transact any other business of the Company for which due notice shall have been received in accordance with the Act.

Ordinary Resolution 11

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Notice of 49th Annual General Meeting

N O T I C E O F E N T I T L E M E N T A N D PAY M E N T O F F I N A L D I V I D E N D

NOTICE IS HEREBY GIVEN THAT the final gross dividend of 4.06 sen per ordinary share, less income tax of 25% and a tax exempt dividend of 0.70 sen per ordinary share for the financial year ended 31 December 2009, if approved by the shareholders at the 49th AGM, will be paid on 7 September 2010 to all shareholders whose names appear in the Record of Depositors of the Company with Bursa Malaysia Depository Sdn Bhd at the close of business on 23 August 2010. The entitlement to the dividend shall only be in respect of the following:A)

Shares transferred into the Depositor’s Securities Account on or before 4.00 p.m. on 23 August 2010 in respect of ordinary transfers; and

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 7001552 Company Secretary Kuala Lumpur 1 June 2010 DIRECTOR TO RETIRE AT THE 49TH AGM Pursuant to Article 99 of the Articles of Association of the Company, Ms Hazel Chew Siew Cheng will be retiring at the 49th AGM. Ms Hazel Chew Siew Cheng has advised that she does not wish to seek for re-election at the said meeting. 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 specifies the proportion of his holdings to be represented by each proxy. • The instrument appointing a proxy shall be in writing under the hand of the appointer or his attorney duly authorized or, if the appointor is a corporation, either under its seal or under the hand of an officer 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, 50490 Kuala Lumpur not less than forty-eight (48) hours before the time set for holding the meeting or any adjournment thereof.

Ordinary Resolution 8 Authority to Directors to Issue Shares Ordinary Resolution 8, if passed, will give the flexibility to 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 separate general meeting. This authority, unless revoked or varied at a general meeting, will expire at the conclusion of the next AGM of the Company. At this juncture, no new shares were issued pursuant to the authority granted to the Directors at the 48th AGM held on 24 June 2009.

Ordinary Resolution 9 Proposed Renewal of Shareholders’ Mandate for Share Buy-Back Further information on Ordinary Resolution 9 is set out under Part A of the Circular to Shareholders dated 1 June 2010 despatched together with the Company’s Annual Report 2009.

Ordinary Resolution 10 Proposed Renewal of Shareholders’ Mandate for Recurrent Related Party Transactions Further information on Ordinary Resolution 10, is set out under Part B of the Circular to Shareholders dated 1 June 2010 despatched together with the Company’s Annual Report 2009.

Ordinary Resolution 11 Proposed Renewal of General Mandate for the Provision of Financial Assistance Further information on Ordinary Resolution 11 is set out under Part B of the Circular to Shareholders dated 1 June 2010 despatched together with the Company’s Annual Report 2009.

Statement Accompanying the Notice of Annual General Meeting Additional information pursuant to Paragraph 8.28(2) of the Listing Requirements is set out in Annexure A of the Company’s Annual Report 2009.

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Statement Accompanying Notice of 49th Annual General Meeting

ANNEXURE A

(Pursuant to Paragraph 8.28(2) of the Listing Requirements)

Directors who are standing for re-election and re-appointment at the 49th AGM of the Company are:1.

R E - E L E C T I O N P U R S U A N T T O A R T I C L E 9 4 O F T H E C O M PA N Y ’ S A R T I C L E S O F A S S O C I AT I O N : -

a) b)

YBhg Dato’ Ng Eng Tee (Ordinary Resolution 3) Tuan Syed Azmin bin Mohd Nursin @ Syed Nor (Ordinary Resolution 4)

R E - E L E C T I O N P U R S U A N T T O A R T I C L E 9 9 O F T H E C O M PA N Y ’ S A R T I C L E S O F A S S O C I AT I O N : -

Ms Hazel Chew Siew Cheng who will be retiring pursuant to Article 99 of the Company’s Articles of Association has advised that she does not wish to seek for re-election at the 49th AGM.

R E - A P P O I N T M E N T P U R S U A N T T O S E C T I O N 1 2 9 ( 6 ) , C O M PA N I E S A C T, 1 9 6 5

YABhg Tun Musa Hitam (Ordinary Resolution 5)

Please refer to the Profile of the Board of Directors disclosed in the Company’s Annual Report 2009 for further information on the abovenamed Directors who are standing for re-election and re-appointment. Four (4) scheduled Board Meetings and one (1) Special Board Meeting were held during the financial year ended 31 December 2009. Details of the Directors’ attendance are disclosed under the Corporate Governance Statement in the Company’s Annual Report 2009. The place, date and time of the 49th AGM of the Company are as follows:Place

: Nirwana Ballroom 2 Lower Lobby Crowne Plaza Mutiara Kuala Lumpur Jalan Sultan Ismail 50250 Kuala Lumpur

Date & Time : Wednesday, 23 June 2010 at 10.30 a.m

Form of Proxy

(Company No. 4131-M)

(Incorporated in Malaysia)

No. of Shares

I/We

NRIC No./Company No. (Name*)

of (Full address)

being a member of United Malayan Land Bhd hereby appoint the Chairman of the Meeting or the following person(s) (delete whichever is not applicable) as my/our proxy/proxies to attend and vote for me/us and on my/our behalf, at the 49th Annual General Meeting of the Company, to be held on Wednesday, 23 June 2010 at 10.30 a.m. at Nirwana Ballroom 2, Lower Lobby, Crowne Plaza Mutiara Kuala Lumpur, Jalan Sultan Ismail, 50250 Kuala Lumpur or at any adjournment thereof:Name

NRIC No.

Shares to be represented by Proxy (%)

First Proxy Second Proxy My/our proxy/proxies is/are to vote as indicated below: First Proxy Ordinary Resolutions

For

To receive the Audited Financial Statements for the year ended 31 December 2009

To approve final gross dividend of 4.06 sen less tax and tax exempt dividend of 0.70 sen for financial year 2009

To re-elect Director - Dato’ Ng Eng Tee

To re-elect Director - Syed Azmin bin Mohd Nursin @ Syed Nor

To re-appoint Director - Tun Musa Hitam

To approve Directors’ fees for financial year 2009

To re-appoint PricewaterhouseCoopers as Auditors and authorise Directors to fix remuneration

To authorize Directors to issue Shares pursuant to Section 132D of Companies Act, 1965

To approve the Proposed Renewal of Shareholders’ Mandate for Share Buy-Back

10.

To approve the Proposed Renewal of Shareholders’ Mandate for Recurrent Related Party Transactions

11.

To approve the Proposed Renewal of General Mandate for the Provision of Financial Assistance

Against

Second Proxy For

Against

Please indicate with an “X” in the spaces provided above as how you wish your vote to be cast. If you do not do so, the proxy will vote or abstain from voting at his discretion. * Name as per NRIC/Passport/Certificate of Incorporation in capital letters.

Dated:

Signature/Seal

NOTES •

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 specifies the proportion of his holdings to be represented by each proxy.

•

The instrument appointing a proxy shall be in writing under the hand of the appointer or his attorney duly authorised in writing or, if the appointor is a corporation, either under its seal or under the hand of an officer duly authorised.

•

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, 50490 Kuala Lumpur not less than forty-eight (48) hours before the time set for holding the meeting or any adjournment thereof.

fold here

STAMP

Share Registrar United Malayan Land Bhd C/O Securities Services (Holdings) Sdn Bhd Level 7, Menara Milenium, Jalan Damanlela Pusat Bandar Damansara, Damansara Heights 50490 Kuala Lumpur

fold here

Group Directory United Malayan Land Bhd

(4131-M)

Tel Fax Email

: 03-2142 1611 : 03-2142 1826 : ir@umland.com.my (shareholder enquiries) pr@umland.com.my (general enquiries) Website : http://www.umland.com.my Seri Alam Properties Sdn Bhd

Bangi Heights Development Sdn Bhd (236433-V)

Suite 1.1, 1st Floor Kompleks Antarabangsa Jalan Sultan Ismail 50250 Kuala Lumpur, Malaysia

(41628-A)

34, Jalan Seri Putra 1/2 Bandar Seri Putra, Bangi 43000 Kajang Selangor Darul Ehsan, Malaysia Project : Tel : Fax : Email : Website :

Bandar Seri Putra 03-8927 1611 03-8927 1811 salesbh@umland.com.my http://www.umland.com.my

Dynasty View Sdn Bhd

(644369-M)

Teratak Seri Alam 6, Jalan Lembah Bandar Seri Alam 81750 Johor Darul Taâ&#x20AC;&#x2122;zim, Malaysia

Seri Austin, Jalan Seri Austin 1 Taman Seri Austin 81100 Johor Bahru Johor Darul Taâ&#x20AC;&#x2122;zim, Malaysia

Project : Tel : Fax : Email : Website :

Bandar Seri Alam 07-388 1111 07-388 1100 sap@umland.com.my http://www.umland.com.my

Taman Seri Austin 07-354 1111 07-351 3202 dvsb@umland.com.my http://www.umland.com.my

Sales & Marketing Contacts for Niche Development

Suasana Bangsar Tel : Fax : Email : Website :

03-2142 1611 03-2141 4541 marketing@umland.com.my http://www.suasanabangsar.com.my

Suasana Bukit Ceylon Tel Fax Email

: 03-2142 1611 : 03-2141 4541 : marketing@umland.com.my

United Malayan Land Bhd (4131-M) Suite 1.1, 1st Floor Kompleks Antarabangsa Jalan Sultan Ismail 50250 Kuala Lumpur Malaysia Tel : (603) 2142 1611 Fax : (603) 2142 1826 Website : www.umland.com.my