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Being a fairly large and established corporation, we have made ourselves nimble on our feet in embracing change and its many effects. This has seen us through a major restructuring of our operations, with minimum friction and maximum results.

Puteri Harbour

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UEM LAND HOLDINGS BERHAD

40

FROM LEFT

MD ALI MD DEWAL DATO’ AHMAD PARDAS SENINWAN ABDULLAH WAN IBRAHIMTAN SRI DR AHMAD TAJUDDIN ALIABDUL KADIR MD KASSIMOH KIM SUNDATO’ IKMAL HIJAZ HASHIM

NOT IN PICTURE

OMAR SIDDIq AMIN NOER RASHID

BOARD OFDiRectORs

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41TAN SRI DR AHMAD TAJUDDIN ALIAged 60 – Chairman

Tan Sri Dr Ahmad Tajuddin Ali was appointed to the Board on 15 September 2008 as a nominee of UEM Group Berhad (“UEM Group”). He was appointed as the Chairman of UEM Group on 1 April 2007. He was previously the Director-General of SIRIM, the Chairman and Chief Executive of Tenaga Nasional Berhad, Chairman of Zelan Berhad, Tricubes Berhad, Opus Group Berhad, Opus International Limited and Sime Engineering Services Berhad. He is currently the Chairman of Malaysian Oxygen Berhad and also sits on the boards of Sime Darby Berhad, Bangi Golf Berhad and several other private limited companies. He is a Registered Professional Engineer with the Board of Engineers, a Fellow of the Institution of Engineers Malaysia and a Foundation Fellow of the Academy of Science, Malaysia. He is the Chairman of the Malaysian Standards and Accreditation Council, a member of the Governing Council of the International Organisation for Standardisation (ISO), Geneva and a member of the Governing Council for the Federation of Malaysian Manufacturers. He holds a B.Sc (Engineering) First Class Honours from King’s College, University of London in 1973, and a Ph.D. in Nuclear Engineering from Queen Mary College, University of London in 1977. He is a graduate of Harvard Business School’s Advanced Management Programme and was conferred the Honorary Doctor of Science from Universiti Putra Malaysia in 2000 and in 2008 he was conferred the Honorary Doctor of Engineering degree by Universiti Tenaga Nasional (UNITEN).

Tan Sri Tajuddin attended all four of the Board meetings held for the financial year ended 31 December 2008, since his appointment to the Board.

WAN ABDULLAH WAN IBRAHIMAged 51 – Managing Director/Chief Executive Officer

Wan Abdullah Wan Ibrahim was appointed to the Board on 15 September 2008. He is also a member of the Board Development Committee. He joined UEM Land Berhad (“UEM Land”) on 1 January 2006 as the Managing Director. Prior to joining UEM Land, he was the Group Chief Executive Officer of United Malayan Land Bhd, a property company listed on Bursa Securities. From 1996 to 2004, he was with Kumpulan Guthrie Berhad, where his last position held was the Director of Property Division. In that capacity, he was tasked to lead the property development activities of the group, which covers three listed companies namely, Kumpulan Guthrie Berhad, Highlands & Lowlands Berhad and Guthrie Ropel Berhad. He was also responsible for the conceptualisation and submission of plans for the Guthrie Corridor Planned Communities that covered an area of 11,650 acres linked and accessed by the Guthrie Corridor Expressway. Prior to this, he spent 10 years with the Emkay Group of companies, whose core activity was property development, and has held several positions including Group Executive Director. He holds a degree in Business Administration (majoring in Accounting) from the Bolton Institute of Technology, United Kingdom.

Wan Abdullah attended all four of the Board meetings held for the financial year ended 31 December 2008, since his appointment to the Board.

PROFiLe OFDiRectORs

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PROFiLe OFDiRectORs

DATO’ AHMAD PARDAS SENINAged 56 – Non-Independent Non-Executive Director

Dato’ Ahmad Pardas Senin was appointed to the Board on 15 September 2008. He is also a member of the Nominations & Remuneration Committee and Board Development Committee. He currently holds directorships in UEM Group Berhad, Pharmaniaga Berhad and Universiti Teknologi Mara (UiTM) and is Chairman of The Malaysian Directors Academy (MINDA). He is also the Deputy Chairman of PLUS Expressways Berhad. Dato’ Ahmad Pardas is a Fellow of The Chartered Institute of Management Accountants (FCMA), a Chartered Member of the Malaysian Institute of Accountants (MIA), a Member of the Institute of Internal Auditors, Inc. and a Member of the Financial Reporting Foundation (FRF). He has been with the UEM Group for more than 17 years since 1992. During this period, Dato’ Ahmad Pardas has served in various other positions in the UEM Group including as the Group Managing Director of Renong Berhad, Managing Director of TIME Engineering Berhad, Executive Director/Chief Executive Officer of TIME dotCom Berhad, Managing Director of EPE Power Corporation Berhad (now renamed Ranhill Power Berhad), Executive Director and Chief Executive Officer of Silterra Malaysia Sdn Bhd and Managing Director/Chief Executive Officer of UEM World Berhad. He has also served on the boards of UEM Builders Berhad, Opus Group Berhad, Projek Lebuhraya Utara-Selatan Berhad, Faber Group Berhad, The Malaysian Industry-Government Group for High Technology (MIGHT) and Costain Group Plc. Prior to joining the UEM Group, Dato’ Ahmad Pardas had more than 17 years service with British-American Tobacco Group.

Dato’ Ahmad Pardas attended all four of the Board meetings held for the financial year ended 31 December 2008, since his appointment to the Board.

ABDUL KADIR MD KASSIMAged 68 – Non-Independent Non-Executive Director

Abdul Kadir Md Kassim was appointed to the Board on 15 September 2008. He is the Chairman of the Board Tender Committee and a member of the Audit Committee. He is also a Director of UEM Group, Proton Holdings Berhad, Suria Capital Holdings Berhad, TIME dotCom Berhad, Sino Hua-An International Berhad, Petroliam Nasional Berhad and Chairman of the Committee of Labuan International Financial Exchange Inc. He is currently the managing partner of Messrs Kadir, Andri & Partners and has previously worked in the Judicial and Legal Service between 1966 and 1973. He holds a Bachelor of Law degree from the University of Singapore.

Abdul Kadir attended all four of the Board meetings held for the financial year ended 31 December 2008, since his appointment to the Board.

MD ALI MD DEWALAged 68 – Senior Independent Non-Executive Director

Md Ali Md Dewal was appointed to the Board on 15 September 2008. He is the Chairman of the Nominations & Remuneration Committee and Board Development Committee and is a member of the Audit Committee and Board Tender Committee. He is currently the Chairman of Madon Sdn Bhd, and sits on the Boards of Institut Jantung Negara Sdn Bhd, Valuecap Sdn Bhd, Proton Edar Sdn Bhd, Proton Cars (UK) Limited and several other private limited companies. He holds a Master of Business Administration Degree from Tulane University, New Orleans, United States.

Md Ali attended all four of the Board meetings held for the financial year ended 31 December 2008, since his appointment to the Board.

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OH KIM SUNAged 60 – Independent Non-Executive Director

Oh Kim Sun was appointed to the Board on 15 September 2008. He is the Chairman of the Audit Committee and a member of the Nominations & Remuneration Committee and the Board Tender Committee. He is also a Director of Pharmaniaga Berhad, Faber Group Berhad, Nikko Electronics Berhad and IMPAX Laboratories Inc, a company listed on the NASDAQ. He has previously worked as Group Executive Director of Chemical Company of Malaysia Berhad, Finance Director of Taiko Plantations Sdn Bhd, Financial Controller of ICI Malaysia and Finance Manager (Secondment) of ICI Headquarters in London. He is an accountant by training and is a member of the Malaysian Institute of Certified Public Accountants.

Oh attended all four of the Board meetings held for the financial year ended 31 December 2008, since his appointment to the Board.

DATO’ IKMAL HIJAZ HASHIMAged 56 – Independent Non-Executive Director

Dato’ Ikmal Hijaz Hashim was appointed to the Board on 1 March 2009. He sits on the Audit Committee, Board Development Committee and Board Tender Committee. He was previously the Chief Executive Officer of Iskandar Regional Development Authority (“IRDA”) from February 2007 until end of February 2009. Prior to his appointment to IRDA, Dato’ Ikmal joined Pos Malaysia Berhad and his last position was the Group Managing Director/Chief Executive Officer. Dato’ Ikmal began his career by serving in the Administrative and Diplomatic Service of the Government from 1976 to 1990. He then joined United Engineers (Malaysia) Berhad as the General Manager of the Malaysian-Singapore Second Crossing Project. On 1 January 1993, Dato’ Ikmal became the Chief Operating Officer of Projek Lebuhraya Utara-Selatan Berhad and subsequently as its Managing Director in 1999 and remained as a Director until November 2001. Dato’ Ikmal was appointed as the Managing Director of Prolink Development Sdn Bhd (“Prolink”) (now known as Bandar Nusajaya Development Sdn Bhd) and Acting Chairman of the Supervisory Board, Property Division of Renong Group in July 1999. In February 2000, Dato’ Ikmal was appointed President of the Property Division of the Renong Group while maintaining his position as Managing Director of Prolink. He held the position of Managing Director at Renong Berhad from 2002 until October 2003. Dato’ Ikmal holds a Master of Philosophy (Land Management) from University of Reading, United Kingdom, and Bachelor of Arts (Honours) from Universiti Malaya.

OMAR SIDDIq AMIN NOER RASHIDAged 35 – Non-Independent Non-Executive Director

Omar Siddiq Amin Noer Rashid was appointed to the Board on 1 April 2009. He currently holds the post of Director, Investments at Khazanah Nasional Berhad. He was previously a Director in Investment Banking at CIMB Investment Bank Berhad. Prior to that, he was an Executive Director in the Corporate Finance Practice of PricewaterhouseCoopers in Kuala Lumpur. He joined the firm in London in 1996 before moving to Kuala Lumpur in 2001. Omar holds a BSc (Econ) from the London School of Economics and Political Science, London (1996). He is also an Associate member of the Institute of Chartered Accountants of England & Wales since 1999 and a CFA charter holder as awarded by the CFA Institute since 2002.

None of the Directors has:

Any family relationship with any Director and/ •or major shareholder of UEM Land Holdings.Any conflict of interest with UEM Land Holdings.• Any conviction for offences within the past 10 years •other than traffic offences, if any.

All the Directors are Malaysians.

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seniOR mAnAgement

SITTING FROM LEFT

ZAMRy IBRAHIMKARIMAH TAN ABDULLAHZAMANI KASIMMAHMUD DATO’ DR HJ ABBASRAZMAN RADZITENgKU AZAHARI TENgKU AZIB

STANDING FROM LEFT

MOHD ZAKIR OMARJOHAN RAMLIRUSLI ZAINAL ABIDINMOHD AUZIR MOHD TAHIRSAIfUL ANUAR ABD gHANISUHAIRI RAMLyMOHD ZAHID DASAHIZULKIfLI TAHMALI yUSOf TAHMALI

NOT IN PICTURE

ADNAN AZHAR ISMAIL

TAN HWEE THIANJOINT COMPANY SECRETARY

MOHD NOR AZAM MOHD SALLEHJOINT COMPANY SECRETARY

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PROFiLe OF seniOR mAnAgement

ZULKIfLI TAHMALI yUSOf TAHMALIDirector, Strategic Marketing, Corporate Communication & Property Investments

Zulkifli Tahmali Yusof Tahmali joined UEM Land Berhad (“UEM Land”) in 2006. He started his career in the United States as an Architect with Westfield Inc, an Australian shopping centre owner and developer from September 1987 to September 1991. Upon his return to Malaysia, he served Perunding Alam Bina Sdn Bhd as a Senior Architect, Metacorp Berhad as a Senior Manager, Golden Hope Development Sdn Bhd as a General Manager and Budaya Hikmat Sdn Bhd as a Project Director. The last position held before joining UEM Land was Director, Operations at United Malayan Land from April 2005 to June 2006. He holds a Master of Business Administration (Finance) from Universiti Putra Malaysia (2002) and a Bachelor of Architecture degree from the University of Southwestern Louisiana (currently known as University of Louisiana at Lafayette), United States where he graduated in 1987. He is a Licensed Architect in the State of Connecticut, United States since 1991 and a registered Professional Architect in Malaysia since 1995.

MOHD ZAKIR OMARDirector, Finance & Corporate Affairs

Mohd Zakir Omar joined UEM Land in 2003. Prior to joining UEM Land, he was with Faber Group Berhad from 2000 to 2003 with the last position as Senior Manager, Business Development. He has previously worked for Business Focus Group as an Accountant and subsequently as Head of Finance from 1997 to 2000 and for Deloitte Touche Tohmatsu from 1994 to 1997. He has been a Fellow Member of the Association of Chartered Certified Accountants and a Chartered Accountant with the Malaysian Institute of Accountants since 1998. He holds a BA(Hons) Combined Studies, Accounting and Law from DeMontfort University, Leicester, England where he graduated in 1993.

MAHMUD DATO’ DR HJ ABBASProject Director, Central Region

Mahmud Dato’ Dr Hj Abbas joined UEM Land in 2009 with almost 27 years of experience in Development, Construction and Project Management. He started his career as a Project Engineer at Lend Lease (M) Sdn Bhd, an Australian Project Management company in 1982, after graduating from Brighton University with a degree in Building the same year. He joined the PERNAS Group of companies in 1983 and held several management positions in the group until his departure in 1996. His last position with Pernas was General Manager and Director of its subsidiary, Perspec Prime (M) Sdn Bhd. After that, he worked as

Executive Director at Markas Sdn Bhd and General Manager,Development at ENSTEK Sdn Bhd, before he joined MAA Alliance Sdn Bhd in 2002 as Managing/Project Director. Mahmud Abbas has a Sloan Fellowship from the London Business School and is a Member of the Chartered Institute of Building, United Kingdom.

MOHD AUZIR MOHD TAHIRCEO, Cahaya Jauhar Sdn Bhd

Mohd Auzir Mohd Tahir joined the UEM Group in 1988, rising to his current position in January 2005. He has previously worked for various companies within the UEM Group, including Pengurusan Lebuhraya Berhad, Renong Overseas Corporation Sdn Bhd, Rocpoint (Pty) Limited, Bandar Nusajaya Development Sdn Bhd (“BND”) and UEM Land. He holds a degree in Civil Engineering from the University of Wales, United Kingdom where he graduated in 1982 and he has more than 25 years experience in project management and property development.

MOHD ZAHID DASAHIGeneral Manager, Risk Management, Transformation & Investment

Mohd Zahid Dasahi joined UEM Land in 1996, where he held several positions prior to his current appointment. He has previously worked for PricewaterhouseCoopers in their Audit and Business Advisory Division from 1992 to 1995. He is a Fellow Certified Practicing Accountant of Australia and also a Chartered Accountant with the Malaysian Institute of Accountants. He has

been a member of the Malaysian Institute of Accountants since 1995. He holds a degree in Accountancy from Universiti Teknologi Mara where he graduated in 1992. He has been involved in managing and monitoring various property investments for UEM Land.

TENgKU AZAHARI TENgKU AZIBGeneral Manager, Cost Management & Control

Tengku Azahari Tengku Azib joined UEM Land in 2007. He began his career in 1989 with McBride and Son Corporation, Missouri, United States. Since then, he has held positions as Assistant General Manager for the Project Implementation Division of Syarikat Perumahan Negara Berhad from 2004 to 2007, Project Planning and Product Manager for Negara Properties (M) Berhad from 2002 to 2004, Head of the Project Management Department for Permodalan Nasional Berhad from 1995 to 2000 and Project Manager for Panelex Sdn Bhd from 1991 to 1995. He holds a Masters in Construction Management from Washington University, St. Louis, Missouri, United States where he graduated in 1990 and a degree in Construction Technology from California State University, Fresno, United States where he graduated in 1987. He has extensive experience in project management, design development, procurement, project site administration, cost control and construction works.

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PROFiLe OF seniOR mAnAgement

JOHAN RAMLI General Manager, Southern Industrial & Logistics Clusters

Johan Ramli joined UEM Land in 2006. He previously worked with the Property Division of Arab-Malaysian Development Berhad for 15 years and was in the quantity surveying practice at Juru Ukur Bahan Malaysia, for seven years. He holds a degree in Quantity Surveying from University of Reading, United Kingdom where he graduated in 1981.

SAIfUL ANUAR ABD gHANIGeneral Manager, Special Projects

Saiful Anuar Abd Ghani joined UEM Land in 2007. He is a Professional Architect registered with Lembaga Arkitek Malaysia, a Corporate Member of Malaysian Institute of Architects, a Corporate Member of Malaysian Institute of Interior Designers and a Member of the National Institute in the Alternative Dispute Resolution, Malaysian Institute of Arbitrators. He holds a degree in Architectural Studies from University of Nebraska, Lincoln, United States and Masters in Architecture from the Washington University-St. Louis, United States. He possesses more than 18 years of experience in various building industries, ranging from inception of the layout to overseeing the total operations of development.

SUHAIRI RAMLyGeneral Manager, Direct Development

Suhairi Ramly joined UEM Land in 2006, bringing with him more than 18 years of working experience in the property development and construction sector. He began his career with development and construction conglomerates such as The Lion Group, Encorp Group Berhad and AlBukhary Foundation. He has extensive experience in the various aspects of project and construction management, as well as marketing. His involvement in the property and construction sector in major development projects include Horizon Hills in Nusajaya, Cahaya Alam in Shah Alam, Menara Citibank in Jalan Ampang and Bandar Bukit Mahkota in Bangi. He holds a BSc(Hons) Construction Management from the University of Westminster, United Kingdom.

ZAMANI KASIMGeneral Manager, Waterfront Development

Zamani Kasim joined UEM Land in 2006. He previously worked for Seloga Holdings Bhd and Seloga Engineering Sdn Bhd from 2004 to 2006. He was the General Manager for the AlBukhary group from 2002 to 2004, a Project Director for Azrahi Project Management Sdn Bhd from 1997 to 2001, and a Director for Definite Spectrum Sdn Bhd from 1996 to 1997. He has also held key positions in various other companies such as Koperasi Belia Nasional Berhad, Trimula Development Sdn Bhd and Arab-Malaysian Development Berhad. He holds a degree in Housing, Building and Planning from Universiti Sains Malaysia where he graduated in 1978. He has more than 30 years of experience in construction and property development.

RAZMAN RADZIGeneral Manager, Human Resource & Administration

Razman Radzi joined UEM Land in 2007. He previously worked for Sarawak Shell Berhad, Goodyear Malaysia Berhad, Linatex Rubber Products Sdn Bhd (formerly known as Harisons & Crossfields), Island & Peninsular Berhad, Malaysia Mining Corporation Berhad, Kumpulan Guthrie Berhad and Affin Bank Berhad. He holds a degree in Business Administration from International Islamic University where he graduated in 1989 and a diploma in Personnel Management from Malaysian Institute of Personnel Management where he graduated in 1994. He has more than 19 years of experience in Human Resources management and development, both at the operational and strategic levels.

RUSLI ZAINAL ABIDIN General Manager, Township & Infrastructure Planning Bandar Nusajaya Development

Rusli Zainal Abidin joined UEM Group in 1995 as a Senior Manager for BND and left in 1998 to join Puncak Niaga Berhad. He rejoined BND in 2000 as the General Manager of the Township & Infrastructure Planning Department. He has previously worked at Erinco Sdn Bhd as a Senior Engineer from 1991 to 1995, Assistant Resident Manager for Angkasa-Ghd Engineers in 1991 and Project Engineer for Antah Biwater Joint Venture from 1987 to 1991. He holds a degree in Civil Engineering from Herriot-Watt University, Edinburgh, Scotland where he graduated in 1985 and a Masters in Construction Management from the same university where he graduated in 1987.

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ADNAN AZHAR ISMAILGeneral Manager, Leisure & Lifestyle

Adnan Azhar Ismail joined UEM Land in 2000. He was previously a General Manager of Strategic Planning for Kedah Cement Holdings Bhd and for Esso Production Malaysia Inc where he worked as an analyst in the materials department and later the information systems department. He holds an International Baccalaureate Diploma from the United World College of the Atlantic, United Kingdom which he received in 1980. He holds a degree in Civil Engineering from University of Wales, United Kingdom where he graduated in 1984 and a Masters in Business Administration from the University of Miami, Florida, United States where he graduated in 1985.

KARIMAH TAN ABDULLAHGeneral Manager, Corporate Communication

Karimah Tan Abdullah joined UEM Land in 2007. She has been with the UEM Group since September 1995 and has held various positions within the UEM Group, including Vice President of Corporate Communication at TIME dotCom Berhad in 2001. Before joining UEM Group, Karimah was in the advertising industry where she worked in various local and international agencies including KHK Needham, Wings BBDO and AMC Advertising. Her last position in the advertising industry was that of Account Director at Limkokwing Integrated Sdn Bhd. She graduated with an Honours degree in Science from National University of Singapore and holds a Diploma in Education from the same university.

ZAMRy IBRAHIM General Manager, Strategic Marketing

Zamry Ibrahim joined UEM Land in 2006. He has more than 17 years of experience in property marketing and sales and was previously attached to United Malayan Land Bhd, Malaysian Industrial Estates Bhd, Negara Properties (M) Berhad, the Encorp Group and the AlBukhary group. He possesses a degree in Business Administration in Finance from Wilkes University Pennsylvania, United States where he graduated in 1990 and a Masters in Business Administration in Finance from University of Lehigh, Pennsylvania, United States where he graduated in 1991.

TAN HWEE THIANJoint Company Secretary

Tan Hwee Thian is the Director, Legal & Secretarial of UEM Group Management Sdn Bhd (“UEM Group Management”) and the Joint Company Secretary of the Company. He is also the Joint Company Secretary of UEM Group, PLUS Expressways Berhad and other companies in UEM Group. He is a Fellow of the Association of Chartered Certified Accountants, United Kingdom, a member of the Institute of Chartered Secretaries & Administrators, United Kingdom and a Chartered Member of the Malaysian Institute of Accountants (MIA).

MOHD NOR AZAM MOHD SALLEHJoint Company Secretary

Mohd Nor Azam Mohd Salleh joined UEM Group in 2001 as the Company Secretary of BND and subsequently as the Joint Company Secretary of UEM Land and other companies within the Group. He started his career with Signet & Co, the secretarial arm of Ernst & Young, and subsequently with Permodalan Nasional Berhad. He is a member of the Institute of Chartered Secretaries & Administrators, United Kingdom. Presently, he is a Manager at the Legal & Secretarial of UEM Group Management.

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mD/ceO OPeRAtiOns Review

It has been a good year for UEM Land Holdings Berhad (“UEM Land Holdings” or “the Company”) with a number of highlights that topped off a set of positive financial results for the year ended 2008 (“FY2008”) despite the meltdown in the global financial markets. After stripping away the effects from the one-off land sale to Khazanah Nasional Berhad (“Khazanah”) in 2007, UEM Land Holdings turned in a set of commendable results, increasing revenue by 16% to RM511.6 million (FY2007: RM441.1 million ex-Khazanah land sale) and profit after tax by 46% to RM75.1 million (FY2007: RM51.5 million ex-Khazanah land sale).

Revenue from property development improved by 10.7% to RM423.8 million driven by contribution from sales in Puteri Harbour, Southern Industrial and Logistics Clusters (“SiLC”), East Ledang and Nusa Idaman, with the balance revenue of RM81.5 million arising from strategic land sales, and RM6.3 million from harvesting and land leasing activities.

Total operating expenses for the period fell by 37% to RM62 million and total Shareholders’ Funds as at 31 December 2008, stood at RM1,250.2 million.

“WE WILL cONTINUE TO TRANSLATE OUR VISION INTO AcTION”

It all began with a vision. A vision to build Nusajaya, a model regional city powered by the diversity of its developments and drawing together the best in practices, standards and human capital.

Much has happened on the ground in the last three years to realise our objective for Nusajaya, the regional city, to come alive in 2011.

Phase 1 of the Johor State New Administrative Centre (“JSNAC”) has been completed and the state government began operations in the new premises in Q1 of 2009.

At Puteri Harbour, our 688-acre waterfront development, earthworks which commenced in 2006 has progressed at a rapid pace. With the completion of the Clubhouse, promenade and public marina ahead of schedule, Puteri Harbour opened its channel for the first yacht to sail in on 15 January 2009.

Phase 1 of our managed industrial park, SiLC, catering to clean and green industries, commenced in 2006 and today it is close to 60% taken up.

We launched various phases of our residences in Horizon Hills, a 50:50 joint venture with Gamuda Berhad, Nusa Idaman and East Ledang in the last three years, and all were well taken up.

Phase 1 land parcels covering 36 acres in Afiat Healthpark are now ready for development by healthcare operators with the completion of the secondary infrastructure work. The first operator, Columbia Asia Sdn Bhd has started construction of its hospital, slated to be completed in 2010. The KM19.1 Interchange, currently under construction, will benefit both Nusa Idaman and Afiat Healthpark with the additional access once completed.

In the forthcoming year, we will persist with our efforts to build and maintain a dominant presence in our key markets by building additional growth platforms through successful launches, land acquisitions and strategic collaborations.

“WE WILL cOLLABORATE TO AcHIEVE SUccESS”

Collaboration is the key to business success and it is a business strategy that we have adopted. At UEM Land Holdings, we wholeheartedly embrace the concept of working together with collaborative partners for mutual benefit. By seeking out the right collaborative partners, who have the expertise, skills, market reach, reputation and a host of other attributes, it helps us stay ahead of the curve and gain competitive advantage.

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In the last two years, we have successfully engaged in collaborations with both international and local partners that help drive our strategic initiatives and catalyse the progress of our developments.

We have collaborated with local partners:

Iskandar Regional Development Authority, Iskandar Investment •Berhad and Danga Bay on marketing initiatives overseas to put Iskandar Malaysia on the radar of international investors;Universiti Kebangsaan Malaysia to develop a Nusajaya •Environment Masterplan; Telekom Malaysia Bhd and TT dotCom Sdn Bhd to create •a multi-telco environment;Gamuda Berhad and United Malayan Land for various •developments;

and international partners:

General Electric on Safety & Security, Infrastructure and •Environment; andLimitless and DAMAC Properties for the various developments •in Puteri Harbour.

“ WE WILL DIffERENTIATE NUSAJAyA THROUgH STRATEgIc INITIATIVES”

At UEM Land Holdings, we have identified four key areas that will not only set us apart from other cities which have evolved organically but will thrust us into the global arena. As Nusajaya is a relatively green field, we have the opportunity to do it right the first time especially where infrastructure is concerned:

The Nusajaya Intelligent City Management Platform – an 1. integrated business platform where data and information are derived from city management systems and used to enhance the management of the city and provide services to the Nusajaya community and its visitors;

Safety & Security – where a comprehensive Security Masterplan 2. will be systematically implemented throughout Nusajaya on a philosophy that hinges on the integration of three controls: planning & design, technology and management;

Eco-Nusajaya - where our environment policy will ensure 3. sustainable development of Nusajaya through the effective planning and management of water, energy, waste and environment conservation;

And last but not least,

Telecommunications – where our aim is to ensure world class 4. communication services in a multi-telco environment.

All these strategic initiatives are under planning and at various stages of execution.

“ WE WILL SEEK OUT STRATEgIc PARTNERSHIPS TO LEAP fROg OUR DEVELOPMENT”

To achieve our mission for Nusajaya to come alive by 2011 we believe that one of the underlying formulae for success in building this city is collaboration with multiple world-class developers for concurrent development, an approach we have adopted since 2007.

We have executed strategic partnerships with international developers Limitless LLC of Dubai, Damac Properties and local developers Gamuda Berhad and United Malayan Land Bhd; and will continue to seek out strategic partnerships to realise our vision.

“ WE WILL DRIVE OUR OPERATIONAL ExcELLENcE TO ITS PINNAcLE THROUgH VARIOUS INITIATIVES”

With the roll out of our Culture of Excellence program to all Group staff, we aim to inculcate and sustain operational excellence and productivity throughout the entire operational chain in order to drive the Group’s financial performance in difficult times.

We will strengthen internal processes by adopting the world’s best practices and we remain committed to empowering our people with knowledge and skills through various training programs in Construction Quality Assessment (“CONQUAS”), Quality Management Systems, Environment Management Systems, and others. By developing and fostering a collaborative culture of trust, empowerment and excellence, UEM Land Holdings will be able to attract and retain the best in a diversity of talents.

“ WE WILL MAINTAIN OUR AggRESSIVE MARKETINg Of NUSAJAyA DEVELOPMENTS AND cONTINUE TO DRIVE cUSTOMER ExPERIENcE”

To add impetus to our marketing and branding efforts, we initiated a customer relationship management (CRM) project in 2008 with the goal of optimising overall experience, satisfaction and perception of our brands, “Nusajaya – The World In One City”, “Puteri Harbour – Luxury’s New Attitude”, “UEM Land – Master Developer of Nusajaya” and “Nusajaya - The Key Driver of Iskandar Malaysia ”.

We will maintain our strong momentum from project conceptualisation to implementation of our strategic marketing initiatives, leverage on our existing operations to deliver organic growth and use our core strengths and experience to pursue new businesses, to contribute to our revenue growth.

“ WE WILL PROcEED WITH ExTRA cAUTION AND PRUDENcE TO ENSURE cREATION Of LONg TERM SHAREHOLDER VALUE”

The Risk Management Committee regularly reviews the risk return profile of our investments to ensure that for every investment undertaken, the potential returns commensurate with the risks undertaken so as to create value for our shareholders on a risk adjusted basis.

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In view of the risks arising from the continued global economic uncertainties, we expect a challenging business environment for the forthcoming financial year. We will improve as well as practise extra prudence in the management of our financial and human resources, whilst driving operational excellence to achieve greater efficiency through upgrading our processes and systems like Quality Management, Environment Management and Occupational Safety and Health.

“ THE ONgOINg cATALyTIc AND INfRASTRUcTURE DEVELOPMENT IN ISKANDAR MALAySIA cOMPLEMENT OUR INITIATIVES”

Given that Iskandar Malaysia is a priority project for the Government and will be one of the beneficiaries of the recent RM60 billion stimulus package, we are confident that Nusajaya will be able to capitalise on the growth potential of Iskandar Malaysia and remain an attractive investment proposition. Moreover, we can expect spill over benefits from concurrent development of catalytic projects like Legoland Theme Park, Educity and Medini as well as the Johor Bahru – Nusajaya Coastal Highway, which is currently under construction, that will further enhance the investment value of Nusajaya.

“ gREAT DIffIcULTIES ARE KNOWN TO HAVE INSPIRED gREAT INNOVATIONS”

The challenging environment will not detract us from our determination to act on our vision.

We view this difficult period as an opportunity for us to stay ahead of the game. Hence, we will continue to push the boundaries of innovation and creativity in our entire development chain to drive our performance in 2009. A dedicated team, known as Planning & Product Development, is already in place to look into various innovations, from the use of the latest building material and technology to cutting edge designs, to create products which redefine lifestyles.

“ExPANDINg OUR BUSINESS”

Having translated our vision for Nusajaya, our aspiration is to expand our footprint into Klang Valley. This was realised with the acquisition of 98 acres of development-ready contiguous land in Cyberjaya on 31 December 2008. We believe that this investment comes at an opportune time given the recent completion of the Maju Expressway, a dedicated highway that directly links Kuala Lumpur to Putrajaya / Cyberjaya, which has made Cyberjaya more accessible than ever before. Whilst Nusajaya remain our key focus in the short to medium term, we will continue to look out for good opportunities to diversify geographically.

“WE ARE UNDETERRED By cHALLENgES”

Accordingly, we have set challenging Headline Key Performance Indicator (“KPI”) targets of 20% for revenue growth and 6% for return on equity for FY2009.

OUR PROJEcTS UPcLOSE

Johor State New Administrative Centre (“JSNAC”)JSNAC is being developed by Cahaya Jauhar Sdn Bhd (“CJSB”), a 60:40 joint venture between UEM Land Berhad (“UEM Land”) and the Johor State Government, on 320 acres of land. JSNAC will bring both the State and Federal Government offices together in one area, a move which will contribute substantially to efficiencies in the workings of both the State and Federal Government.

Phase 1of JSNAC comprises the Dewan Negeri Johor, the Menteri Besar and State Secretary Office Complex, two clusters of State Government Department complexes and an open plaza Dataran Mahkota. Phase 1, which is fully funded by the Johor State Government, has been completed.

Phase 2A involves the development of a mosque next to the Dewan Negeri Johor, with a total capacity of 6,000 “jemaah”. Other facilities include a mini library, counselling room, seminar room, mini clinic and dialysis centre. The earthwork and piling works have been completed and the mosque is scheduled to be completed in 2010.

Phase 2B comprises the development of staff quarters for the Johor State Government in three separate parcels over 136 acres. Currently construction has not started but we expect it to be fully completed by end of 2011.

Phase 3 which is still pending approval from the Federal Government, will be the development of the Federal Administrative Centre consisting of four office clusters capable of accommodating 3,000 staff from 33 departments.

Phase 4 involves the development of the State Government Department complex on a site fronting the Puteri Harbour lagoon. This phase is expected to commence in 2010 and complete by 2012.

Phase 5 known as Laman Jauhar, is a tourism-based project that is expected to commence in 2010 and complete in 2012.

Puteri HarbourThe luxurious appeal of Puteri Harbour is unrivalled in the region and will shape the future perception of luxury. UEM Land Holdings will develop Puteri Harbour into a world class integrated waterfront and marina, offering unsurpassed luxurious waterfront living, dining, entertainment, arts and culture, with panoramic views of the Straits of Johor. Puteri Harbour will be spread over 688 acres of land and will include high end residential, commercial and retail properties, resorts, hotels, a convention centre, a 76-berth public marina and a 200-berth private marina, a mega yacht berthing terminal, a clubhouse, a sales gallery and many other amenities.

This project will be developed in multiple phases, with expected completion in 2020. The initial Phases 1, 2 and 3 will concentrate on creating development ready land for building construction and providing public amenities which include an inner and outer lagoon, public marina, satellite clubhouse, promenade and mega yacht berthing facilities.

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The facilities completed to date include the clubhouse, public marina, hardscape and softscape at the promenade. On 15 January 2009, Puteri Harbour opened its channel to the Straits of Johor and welcomed the first yacht into its public marina.

On the marketing side, we continued to gain international visibility with our participation in Boat Asia 2008 held at Keppel Marina in Singapore. We also persisted with our strategy of securing strategic development partnerships, particularly with international investors with track records in developing luxurious waterfront projects. This opportunity allows us to leverage on their branding and market reach. Since securing our first partner, Limitless LLC Holdings Pte Ltd, a business unit of Dubai World, in December 2007, we have secured two other strategic partners.

In June 2008, we signed a Sale and Purchase Agreement with DAMAC Properties Malaysia Sdn Bhd, a member of the DAMAC Group of Dubai, for the purchase of 43.5 acres of commercial land in the Commercial South and Private Marina precincts for RM396.4 million, to be developed into commercial and residential properties with an estimated gross development value of RM3.8 billion. Furthermore, we entered into a Subscription and Joint Venture Agreement with United Malayan Land Bhd in October 2008 to develop residential, commercial and retail properties on 8.8 acres of land. With these strategic partnerships in place, we hope to expedite the development of Puteri Harbour and diversify our development and implementation risks.

Moving forward, we also intend to develop selected components within Puteri Harbour ourselves to add to our property portfolio. This will help diversify our income stream in the future through either sale or lease of completed units.

Southern Industrial and Logistics Clusters (“SiLC”)SiLC will be a managed industrial park focused on the development of the value chains of integrated “clean” and “green” industrial clusters in advanced technology, logistics as well as health and nutrition. SiLC’s objective is to build an industrial community comprising major production players, supporting industries, research houses, regulatory bodies and other related parties to achieve business efficiency and promote innovation.

The earthworks and infrastructure works for Phase 1, developed over a gross land area of 300 acres, with a net saleable area of 211 acres for light and medium industries was completed in 2008. Close to 60% has been taken up by both local and international investors to date.

Earthworks have started in Phase 2A which covers a gross land area of approximately 85 acres, with a net saleable area of 64 acres for light and medium industries, of which 26 acres have already been pre-sold. Infrastructure work is expected to be completed by end of 2009.

The gross development value of the current phases is RM287.5 million (excluding building) while the overall value is RM901.7 million (excluding building). Under planning is the creation of a biotechnology centre of excellence and a logistics terminal precinct to further spur the growth of SiLC as a premier industrial development.

Afiat HealthparkSpread over 68 acres, Afiat Healthpark, designed to meet the present gaps in the healthcare market and respond to increasing public demand for better health care services and facilities, will cater to three distinct areas in healthcare; modern medicine, traditional and complementary medicine and wellness. This development will include a health screening centre, private specialist clinics, outpatient clinics, a commercial village, a nursing college, a rehabilitation centre, a dialysis centre and facilities for traditional and complementary medicine.

The estimated gross development value for the developed land parcels in Afiat Healthpark is RM92.7 million (excluding building).

During the year under review, we have completed the secondary infrastructure works for Phase 1 covering 36 acres and the land is now ready for development by multiple healthcare and medical operators.

In April 2008, we sold 2.7 acres of land to Columbia Asia Sdn Bhd for the development of a 80-bedded hospital. This proposed hospital development will serve as a launching platform for other initiatives.

East LedangTo be developed in seven phases, East Ledang is a gated high-end, low density, resort style residential development. Its secured, gated and guarded residential precinct covers an area of 275 acres and will comprise 861 high-end residential units while a further 90 acres have been allocated for future developments including international and private schools, a clubhouse, commercial properties and condominium units. Completion is expected in 2015. Its “East meets West” theme combines tropical gardens, forests, lakes and wetlands with state-of-the-art facilities, fixtures and fittings.

Phase 1, comprising 139 units, was launched in February 2008 and has a current take up rate of 75%, with a price range between RM590,000 to RM960,000 and estimated gross development value of RM88.6 million. Preparation is currently underway for the launch of Phase 2.

The gross development value of this entire project is estimated at RM2.4 billion.

Horizon HillsHorizon Hills is being developed on 1,227 acres of land in Nusajaya, by Horizon Hills Development Sdn Bhd, a 50:50 joint venture between UEM Land and Gamuda Berhad. This will be executed in 12 phases and will have 12 exclusive gated precincts on completion, expected in 2020.

Horizon Hills is a mixed residential and golf course development with emphasis on design quality, community, amenities, healthy lifestyle and security. To date, a total of 821 property units have been launched in the Gateway Precinct, Golf Precinct and Expatriate Village and Shops. 75% of these have been sold.

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The 18-hole signature golf course and clubhouse were completed in July 2008 and the sold units in Gateway Precinct were delivered to their happy owners in February 2009. The Golf Precinct and Expatriate Village and Shops are expected to be completed by 2010.

The gross development values of the Gateway Precinct, Golf Precinct and Expatriate Villages are RM34.0 million, RM74.0 million and RM20.0 million respectively, with an overall value of RM2.7 billion for the entire project.

Nusa IdamanNusa Idaman positioned as a mid-market mixed development comprising residential and commercial units will be developed in eight phases and the entire project is expected to be completed by 2012 with a gross development value of RM776.0 million.

For Phases 1 to 4, about 387 units have been sold out of a total of 464 units launched. For Phase 5B, which is currently under construction and will be completed this year, 113 units have been launched with 72 units sold.

Ledang HeightsLedang Heights is a gated community of exclusive bungalows around a landscaped central park. It is developed on 360 acres of rolling hills with lake views. Originally sold as vacant bungalow lots with 72% sold by 2006, the company made a strategic decision at the end of 2006 to offer the remaining unsold lots as completed bungalow homes. We expect to complete the overall development of the bungalows in 2010.

Blocks 20-24, Cyberjaya We are continually on the lookout for good investment opportunities to tap into growth potential locally and overseas to meet our long term strategy of diversifying the geographical location of our developments as well as our source of income. At the end of 2008, we expanded our footprint into Cyberjaya, a project which met our stringent investment criteria, with the acquisition of 98 acres of freehold site adjacent to the Central Business District of Cyberjaya.

This development will be divided into several parcels with each having a different theme and design concept. It will comprise a total of 2,865 residential units of mixed landed and high rise strata, and limited commercial components in the form of SOHO units contained in a block of high rise building and the Village Centre. There will also be a Club Village, designed as a series of pavilions scattered along the length of the stroll garden and linked by covered walkways.

The entire project will take eight to 10 years to complete and the gross development value is estimated to be in excess of RM1 billion.

NOTEAll figures for the projects are as at end of February 2009.

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“ BUILDINg IcONS By BUILDINg cOMMUNITIES, BUILDINg PEOPLE AND BUILDINg EcO-cONScIOUSNESS”

OUR CORPORATE RESPONSIBILITYThe focus on leadership, quality, innovation, eco-consciousness, community building, workplace safety and health, as well as service excellence is the heart of our corporate responsibility.

We believe that our human capital is the driving force behind our success and the key building block in our aspiration to become a world class entrepreneurial, profitable and sustainable property company reputed for innovative and quality real estate products and services. Our employees’ welfare, safety and health are hence of paramount importance to us and we ensure their well being by observing strict Safety and Health standards in our workplace.

The Group is also constantly aware of our duty to empower our people with skills and knowledge to achieve a quality, motivated and dedicated workforce which not only sharpens the Group’s competitive advantage, but has a positive impact on our workplace, customer relations, business partnerships and the communities in which we have a presence.

Also, recognising the need for sustainable business practices, we embrace international standards of quality and environment management systems by implementing stringent site controls and adopting “cleaner” building technology to mitigate any impact our projects may have on the environment. Simultaneously, our drive towards being a more customer focused organisation is manifested through the development of our Customer Relationship Management (CRM) system, designed to help us understand our customers and meeting their expectations better, ultimately enhancing our customers’ experience with our brand.

Our desire to play a positive role in the community has spurred us to initiate and support an extensive range of programs in aid of youth education, community welfare and development as well as the environment.

“ EMPOWERINg OUR PEOPLE WITH KNOWLEDgE TO PARTIcIPATE IN BUILDINg A PROSPEROUS AND LASTINg ORgANISATION”

HUMAN CAPITAL DEVELOPMENTWe believe that our people are our most valuable resource and the cornerstone of our success. Human Capital Development is an integral part of our corporate culture and is essential for building our organisational capabilities and sharpening our competitive advantage.

To empower our people with knowledge and improve their functional skills, which ultimately will have a positive impact on them as well as the company, our business partners and the community, training remains a top priority.

In 2008, on top of external training, we implemented 10 in-house training programs on a wide range of business competencies, from leadership development to English language competency. This translated to an average of one in-house training program a month and an average of 2.16 training man-days in 2008. Throughout the year, we carried out training workshops on Construction Quality and Assessment System (“CONQUAS”), First Aid & CPR, Key Performance Indicators (“KPI”), seven Quality Control (“QC”) Tools and English for

cORPORAte ResPOnsiBiLity

Business Communication, among others. These training workshops were attended by a total of 250 participants from the Group.

At the heart of our culture is the focus on excellence in leadership, innovation, quality and service which is formalized by our new structured Culture of Excellence Program. This program was implemented in the fourth quarter of 2008 covering all employees. Future phases in 2009 will be more focused on front-line employees with the objective of fostering and strengthening employee-stakeholder relations to make us more competitive and customer-centric. Efforts are being made to have this program jointly certified with UEM Academy.

In support of the Group’s human capital development initiatives, managers and management staff are given the opportunity to attend various modules of the leadership development program, leading to a Masters degree in Business Leadership from Northumbria University and Newcastle Business School. New recruits are also encouraged to participate as part of their long term career and skills development plan. More than 50% of our managers have enrolled and participated in this program.

As part of our commitment to upgrade our employees’ skills and enhance their knowledge, our employees are also sent to participate in public conferences, seminars and programs conducted by UEM Academy and other conference organizers/training providers.

To further strengthen our human capital, we have embarked on a Competency Assessment for five job families; Human Resource, Finance, Business Development, ICT and Corporate Communication. This exercise was launched with the aim of identifying competency gaps and development opportunities in a structured framework. The results of the Assessment will also be used for Succession Planning purposes and long term development of our human capital.

Recognising that employee engagement is key to driving the Group ahead, we constantly seek innovative ways to improve employee communication, staff bonding and teamwork. With this in mind, a collaborative effort between Human Resource, Corporate Communication and ICT resulted in the launch of the Company’s employee web portal which created new communication channels between employees, by encouraging postings and feedbacks. Project updates, company news and events, as well as announcements on new employees, marriages and employee welfare matters are posted on this portal to keep all employees apprised.

At the same time, various employee activities like weekly aerobic classes, zapin dancing classes and monthly religious talks were held throughout the year to reinforce our teambuilding initiatives, and contribute to developing a healthy workforce with balanced work life. Events such as the Staff & Family BBQ Nite at Puteri Harbour in December 2008 further engages employees by recognising their contributions towards organisational objectives and appreciating their respective families. The Group also promotes employee welfare through contributions towards marriages, births and bereavements.

In the area of recruitment, we are an “equal opportunity” employer, offering employment entirely based on merit, without any bias towards gender or personal background. Our current workforce comprises 59% male employees and 41% female employees. We believe that

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employees with the best talent will help us propel our business to greater heights of achievement.

The same ‘merit’ principle also applies to the issue of promotion. With our Performance Management System in place, deserving employees with proven track records of high performance over a period of three consecutive years are considered for promotions when appropriate vacancies arise.

Whilst planning our future need for trained human capital, we found the opportunity to contribute to building our communities at the same time through our internship and graduate training programs. We implemented the Young Executive Scheme (“YES”) as part of our effort and contribution towards providing training for young graduates from various backgrounds and disciplines. YES trainees are exposed to the real work environment over the entire 12-month program with quarterly assessments of their level of performance. Those who make the grade may be absorbed as permanent staff. To date, we have offered permanent employment to 25 trainees.

A concurrent program also provides work exposure and training for undergraduates from local universities and polytechnics. Interns are taken in for a 3-month practical training program in which they are trained in various aspects of work life. As at December 2008, we have a total of 10 practical trainees within the Group.

“ ENHANcINg THE WORKPLAcE TO ENgAgE OUR PEOPLE fOR MUTUAL BENEfITS”

QUALITY, HEALTH, SAFETY AND ENVIRONMENTAt UEM Land Holdings, we continually strive to achieve higher standards in our entire development and operational chain by regularly re-establishing our benchmarks on the quality of our products and services, health and safety of our employees and management of our environment, in order to ensure that we stay on track to achieve our goal of becoming a world class prosperous and lasting real estate company . Consequently, policies in quality, workplace health and safety as well as eco-conscious practices, are firmly entrenched along our entire value chain. We have systematic checks and balances in place, to ensure that strict observation of these standards are enforced.

Over time, our firm commitment to quality, workplace health and safety, and safeguarding the environment, not only enhances customer satisfaction and our community, but also contributes to building UEM Land Holdings into a profitable and sustainable organisation with an engaged workforce.

To reinforce our commitment to continually achieve higher standards in our operations along the entire development chain, from project conceptualisation to the timely delivery of quality products to our customers, we have obtained a number of internationally recognised certifications.

Our Quality Management System was awarded the MS ISO 9001:2000 in November 2008 and this was further upgraded to an even higher standard with the MS ISO 9001:2008 certification. These certifications promote the adoption of a process approach to development, implementation and improvement of our Quality Management System. This approach emphasises the importance of understanding customers and meeting their various requirements.

UEM Land Berhad (“UEM Land”) was also certified to an upgraded Occupational Safety and Health, OHSAS 18001:2007, in November 2008, reflecting our commitment to safeguard the health and safety of our employees, customers and suppliers.

Constantly striving to achieve even higher standards of environmental management to mitigate the impact of our projects on the environment, UEM Land Holdings implemented a comprehensive Environment Management System in January 2009. This is scheduled to proceed with SIRIM certification to MS ISO 14001:2004 standards in October 2009.

There is an increasing demand from customers, regulatory bodies and the community on organisations to demonstrate responsible environmental performance, provide a safe working environment, provide quality products and services and practise effective construction safety. In response to this trend, we plan to start the implementation of an Integrated Management System, which allows us to manage quality, safety and environmental issues more efficiently. One integrated certificate will be available for all three management systems by the third quarter of this year, eliminating unnecessary duplication and enabling savings in our time, money and resources.

Construction Quality Assessment (“CONQUAS”) training was initiated in November 2007 with the Building Construction Authority (“BCA”) International in Singapore. The CONQUAS system will promote standardisation of quality in our mixed development and enhance our image as an eco-friendly developer that consistently delivers environmentally sustainable projects. All our construction tenders have incorporated the CONQUAS requirement since the beginning of the year under review.

“DRIVINg cUSTOMER ExPERIENcE WITH SERVIcE ExcELLENcE”

CUSTOMER RELATIONSHIP MANAGEMENT (“CRM”)A CRM project was initiated in 2008 with the objectives of enhancing customer satisfaction, increasing customer retention and improving overall customer and investor perception. Simultaneously, this allows the Company to fully integrate customer data in order for us to obtain fuller knowledge and understanding of our customers, investors and business partners and their needs.

A CRM Initiative Study has been presented to the Board with findings, recommendations and an action plan. Currently, potential CRM proprietary vendors are being evaluated based on the adequacy and functionality of their products. This project, when fully implemented in early 2010, will add further impetus to our customer centric business processes and in achieving customer service excellence.

“ REAcHINg OUT.... BUILDINg AN ABUNDANT fUTURE fOR OUR cOMMUNITIES”

CORPORATE SOCIAL RESPONSIBILITY (“CSR”)The Group has great respect for the social norms and ethics of our local communities and we strongly believe in giving back to these communities through the provision of products, services and employment opportunities. Whilst enhancing the quality of life and standard of living of the communities in which we operate, we also keep in sight our commitment to create shareholder value. This constitutes the fundamental principles of all our operations.

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The Group’s CSR policy is focused on education and community building. Our programs are designed to contribute to capacity building and human capital development to enable the local communities in Nusajaya to participate and benefit from its extensive development.

In 2008, the Group intensified many CSR activities which reflect our serious intent to contribute to these communities in a meaningful and sustainable manner. The Group continuously supports a wide spectrum of community needs which include education, community welfare, environment enhancement and general communal well being.

Education Education has been identified as a key enabler that will contribute towards bridging the socio economic and digital divide between the urban and rural communities. Cognizant of this and in view of the current status of the local communities, the Group had committed to CSR on education for the Nusajaya communities since 2007. This commitment was further strengthened in 2008 when UEM Land officially “adopted” 16 schools comprising 12 primary schools and four secondary schools under the Promoting Intelligence, Nurturing Talent and Advocating Responsibility (“PINTAR”) Program.

PINTAR, spearheaded by Khazanah Nasional Berhad, an investment holding arm of the Government of Malaysia, was launched in December 2006. PINTAR’s mission is to ensure a conducive learning environment which motivates school children. Working together with the Johor Bahru District Education Office, UEM Land identified and selected needy schools to implement two major flagship programs under the PINTAR umbrella – the Academic Excellence Program and ICT Knowledge and Appreciation Program, which have benefitted more than 2,600 students to date.

Academic Excellence Program The long term objective of the Academic Excellence Program is to help schools raise the academic performance of their students and to bridge the gap between the various socio-economic sectors of the community. Since 2007, the Group has been actively supporting educational activities designed to help the students achieve outstanding academic results.

In April 2008, the Group collaborated with Berita Harian, noted for its Didik, Minda and Skor programs, to organise a series of educational clinics and workshops for UPSR, PMR and SPM students.

These educational series were conducted at Universiti Teknologi Malaysia (“UTM”), benefitting 750 of our PINTAR students; the PMR Workshop on 5 - 6 April 2008, the SPM Workshop on 12 - 13 April 2008 and concluded with UPSR Clinic on 19 -20 April 2008. It covered core subjects such as Bahasa Melayu, English, Mathematics, Science and History. Our PINTAR students were taught the correct formats, techniques and strategies in answering examination questions and to enhance their level of confidence.

Our efforts in the Academic Excellence Program over the last two years were reflected in the overall improvement in the examination performance in our PINTAR schools in 2008; with 32% increase in the number of students achieving 5A’s in their UPSR and an impressive 93% increase in the number of students achieving 7A’s and 8A’s in their PMR, compared with the previous year.

ICT Knowledge and Appreciation ProgramThe ICT Knowledge and Appreciation Program was designed to create awareness of the importance of ICT and instil appreciation of its application among the students. Started in 2007 to complement the Government’s efforts to encourage the application of Information, Communications and Technology (ICT) in education, our program aims to contribute to bridging the digital divide between the urban and rural communities in Gelang Patah.

The program’s curriculum covers basic aspects of using IT with practical hands-on training software application and the Internet. Some 1500 students from Form 1 to Form 5 participated in the workshops which stretched over three months from February 2008. This was later followed by the ICT classes in June for primary schools, which benefitted some 750 students from 12 schools.

In August 2008, the ICT program was expanded to include PINTAR school teachers with its inaugural workshop series for teachers to increase their competency and proficiency, with the ultimate objective to enable them to assist their students in developing IT skills. The 2-day workshop involved some 60 teachers who were exclusively trained by certified ICT instructors on basic and intermediate aspects like Microsoft Office–Word, Excel, Power Point, Internet and e–Application.

Pintar Al-Quran ProgramThe Group continually looks for ways in which we can play a meaningful role in education and community development. The Al-Quran reading program, initiated and fully funded by UEM Land Holdings, for pre-schoolers was rooted in the belief that educating the young to become Al-Quran literate will instil spiritual and moral values which ultimately benefits the community.

The Teachers Training Course for Pintar Al-Quran Program started on 28 June 2008, as part of the ‘pilot’ Pintar Al-Quran program for pre-schoolers in Gelang Patah. Throughout the 2-day course, the Terengganu Islamic Foundation (“YIT”) as Program Advisor and Modules Provider, exclusively trained 16 certified religious school teachers on teaching techniques and methodology. Another 2-day refresher course was held on 31 January 2009 to further boost the teachers’ enthusiasm and commitment. The latest CSR project was held on 30 June 2008 at five pre-selected KEMAS kindergartens in Gelang Patah.

The Pintar Al-Quran Program is specifically designed for children aged five and six years old, and has benefitted an estimated 150 pre-school children.

Sponsorship in Education In additional to our flagship CSR programs, the Group has also sponsored and supported the following education programs:

SMK Kompleks Sultan Abu Bakar’s SPM Excellence and •Motivation Program to produce Straight A students, from 12 April – 8 November 2008;Gelang Patah Community Service and Education Camp •organised by Kolej Perdana, Universiti Teknologi Malaysia, from 7-11 June 2008;

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Human Capital Leadership Camp organised by SMK Taman •Nusajaya to help students build their leadership skills, from 13-15 June 2008;“Pursuing Your Dreams”, an event organised at SK Ladang •Pendas to increase awareness of the importance of education on 9 August 2008;A 4-day UPSR Workshop and Motivation program for Year •Six of SK Sungai Melayu students from 18 - 22 August 2008.

Community DevelopmentOne of the Group’s key community development philosophies is to support and enhance the lives and livelihood of the community in which we operate, through our various contributions.

Contributions in the last few years included a fixed lease at a nominal fee for a 500-acre mature oil palm plantation to Koperasi Nusajaya, whose members include the villagers of Gelang Patah who derive income from the harvest; cost of preparing the Pasar Tani site in Gelang Patah to provide trading opportunities and convenience for residents; upgrading and repair works for the existing mosque at Kampung Sungai Melayu; and donations to the needy during the Hari Raya festivals.

In early February 2008, we donated a custom-built boat for the villagers of Kampung Sungai Melayu for transporting school children as well as teachers between Kampung Sungai Melayu and their schools in Johor Bahru.

In August 2008, UEM Land participated in the Community Policing Nusajaya Zone B program to promote better relations between the community and the police in preventing crime in the Nusajaya neighbourhood.

In October, UEM Land organised Buka Puasa events for the underprivileged within the Gelang Patah community. In collaboration with UMNO Gelang Patah, the underprivileged communities were then identified and given assistance in the form of food supplies such as cooking oil, tea and coffee, flour, sugar, rice as well as ‘duit raya’.

The recipients were from Kampung Ulu Pulai, Kampung Sungai Melayu, Kampung Tebing Runtuh and Kampung Pendas Laut comprising senior citizens, single mothers and the physically challenged. UEM Land also joined forces with Jabatan Agama Islam Johor to provide Raya goodies to the Orang Asli community at Kampung Simpang Arang.

UEM Land also donated a set of computer and printer to the Village Security and Development Committee of Kampung Ulu Pulai in Gelang Patah .

Environment During the planning and design of Nusajaya, the Group made a strategic decision to take a balanced approach towards its development by considering the economic, social and environmental dimensions that would contribute towards a sustainable development.

A network of “green” open spaces has been planned in Nusajaya together with the 650-acre Regional Park which would form the “green lung” of South-West Johor. Our commitment to the environment is

further manifested through the strategic management of Nusajaya’s water, waste and energy, as well as environment conservation.

On 8 November 2008, UEM Land collaborated with Universiti Kebangsaan Malaysia (“UKM”) to draw up an Environment Masterplan for Nusajaya as part of our strategic efforts to provide a sustainable development for Nusajaya.

Given that Nusajaya is located adjacent to the 91.2 square kilometres Sungai Pulai Ramsar site, the largest in West Malaysia, we are acutely conscious of our responsibility to maintain the biodiversity and eco-balance of the area and mitigate any impact of our development on the site.

As part of the Group’s environmental conservation strategy of promoting public awareness and appreciation of the intrinsic value and functional significance of the mangrove ecosystem of Sungai Pulai Ramsar, UEM Land sponsored a coffee table book produced by UKM on “Bio-Diversity of Sungai Pulai Ramsar Site Johor”, a simple introductory guide to the rich flora and fauna biodiversity of the area. The book has been distributed to public libraries, academic institutions and our PINTAR schools in Gelang Patah.

Further conservation efforts included a tree planting activity at the Ramsar site, in collaboration with the Ministry of Environment and UKM, which saw participation of UKM undergraduates and students from Gelang Patah area.

meDiA HigHLigHts UEM LAND HOLDINGS BERHAD

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event HigHLigHts 2008–cORPORAte

23 fEBRUARy 1

East Ledang, UEM Land’s signature resort residential estate development was unveiled in Nusajaya. Planned and designed around the concept of East meets West, East Ledang has 31 themed gardens that include a 20-acre forest, wetland gardens and lake gardens with a tropical resort ambience.

10–12 APRIL 2

UEM Land organised a Security Conference & Training to get buy-in from key stakeholders through understanding, information and knowledge sharing, to ensure the successful implementation of the Nusajaya Security Blueprint. Speakers at the Conference included the Royal Malaysian Police, GE Security, Sinclair Knight Merz and UEM Land.

15–17 APRIL UEM Land joined forces with Iskandar Regional Development Authority (“IRDA”), Iskandar Investment Bhd and Danga Bay Sdn Bhd to jointly promote, exhibit and showcase the development and investment opportunities in Iskandar Malaysia at the second Cityscape Asia, Suntec Singapore. Cityscape Asia is an influential annual networking exhibition and conference on all aspects of the property development cycle.

05 JUNE 3

The Southern Industrial and Logistics Clusters (“SiLC”) held a seminar ‘Investment Opportunities In The Southern Industrial and Logistics Clusters’ at Suntec City, Singapore to highlight the advantages of the managed industrial park to potential manufacturers, industrialists, small and medium enterprises and investors.

12 JUNE 4

UEM Land entered into a conditional Sales and Purchase Agreement valued at RM396.4 million with DAMAC Group of Dubai for the sale of three parcels of commercial land totalling approximately 43.5 acres that forms part of the 688-acre Puteri Harbour development. DAMAC plans to develop commercial and residential properties and a private marina with a projected gross development value of approximately RM3.8 billion.

27 JUNEThe new OSHE Policy was officially launched to all staff at Nusajaya Centre by Wan Abdullah Wan Ibrahim. The approach “Towards Incident Prevention” was adopted and a target of ZERO ACCIDENT at the workplace was set.

05 JULy 5

UEM Land signed two separate Memorandum of Collaboration (“MOC”) agreements with Telekom Malaysia Bhd and TTdotCom Sdn Bhd, a subsidiary of TIME dotCom Bhd to create a multi-telco environment in Nusajaya. In addition to their existing nationwide infrastructure, the two service providers will put in additional network infrastructure and the latest telecommunication technologies to provide the connectivity for high speed data, voice, video and image communication services that will showcase Nusajaya as a model modern digital city. This additional infrastructure will form the backbone for Nusajaya’s Intelligent City Management Platform.

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07 JULyHorizon Hills Golf & Country Club saw its maiden tee-off by VIPs, comprising Tan Sri Dr Ahmad Tajuddin Ali, Tan Sri Dato’ Mohd Sheriff Kassim, Dato’ Ir Abdul Rahim Abu Bakar, YB Dato’ Hj Abd Aziz Sapian ADUN Nusajaya, Dato’ Ikmal Hijaz Hashim and Wan Abdullah Wan Ibrahim.

08 JULy 6

Some 30 members of the various media organisations, from mainstream to golf publications, attended the Media Preview for Horizon Hills Golf & Country Club to experience the unique characteristics of this new golf course.

15 JULy 7

Tun Musa Hitam paid a visit to Nusajaya and was briefed on the current and future developments at Nusajaya by Dato’ Ahmad Pardas Senin and Zulkifli Tahmali, followed by a visit to East Ledang, JSNAC and Puteri Harbour.

30 JULyA team of seven Singapore- based journalists from Standard & Poor, Media Corp’s 938 Live!, Today, BERNAMA, Smart Investor and Thomson Reuters visited Nusajaya. The day started with a 20-minute presentation by Zamry Ibrahim of Strategic Marketing, followed by a tour of East Ledang, JSNAC, Puteri Harbour and SiLC.

27 AUgUST 8

Nusajaya received a royal visit from HM Sultan Hassanal Bolkiah of Brunei, who wanted to observe firsthand the ongoing development in the area. The Sultan, who was in Johor for the 12th Malaysian-Brunei annual leaders’ consultation, was accompanied by YAB Prime Minister Datuk Seri Abdullah Ahmad Badawi.

14 OcTOBER 9

UEM Land signed a Subscription and Joint Venture Agreement with United Malayan Land Bhd to form a joint venture to develop 8.8 acres of prime land in Puteri Harbour.

30 OcTOBER– 02 NOVEMBER 10

Nusajaya was the co-sponsor of the Iskandar Johor Open which attracted 156 players from 25 countries with a prize money of US$ 500,000. Twice U.S. Open Champion, Retief Goosen seized the title and was presented the winning trophy by Tan Sri Dr Ahmad Tajuddin Ali.

13 NOVEMBERUEM Land hosted a Hari Raya Open House at Persada Johor Convention Centre for some 600 guests as a show of appreciation to all its stakeholders.

18 NOVEMBER 11

UEM Land Holdings’ debut on Bursa Securities marked the culmination of a major restructuring exercise which repositioned the Group to take full advantage of its next phase of growth.

27 NOVEMBER 12

Subsidiary Nusajaya Development Sdn Bhd, the developer of Nusa Idaman, signed a Sale and Purchase Agreement with R.E.A.L. Education Group, for the sale of half an acre of land in Nusa Idaman for the establishment of a Child Enrichment Centre (“CEC”) kindergarten.

9

10

11

12

02–03 DEcEMBERThe 3rd UEM Group Chairmen’s Forum and Directors’ Gathering were attended by some 40 Chairmen and Directors from the UEM Group of companies.

17–18 DEcEMBERUEM Land Holdings launched its Quality Assurance, Occupational Safety, Health and Environment (QASHE) Week 2008 at Puteri Pacific, Johor Bahru. The two-day seminar attended by 200 people, comprising UEM Land Holdings staff, consultants and contractors was themed “QASHE Culture in the workplace: Towards Better Quality Products with Zero Incident at Workplace”.

At the launch ceremony, UEM Land Holdings was awarded the ISO 9001:2000 and OHSAS 18001:2007 certifications by SIRIM Chairman and Chief Executive Officer, Tuan Hj Yahaya Hj Ahmad.

23 DEcEMBERTo end the year in style and as an expression of gratitude for the unwavering support and dedication of the staff, the Group’s Annual Family Day was held at the Promenade in Puteri Harbour. The event was attended by 800 guests, comprising UEM Land Holdings’ staff and their families.

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22 fEBRUARy 13

The villagers of Kampung Sungai Melayu received a new custom-built fibreglass boat from UEM Land. The new boat will be used to transport school children as well as teachers to their schools in Johor Bahru.

28 fEBRUARy 14

UEM Land kickstarted a 3-month ICT Knowledge and Appreciation Program at the secondary level in all the PINTAR schools to create awareness on the importance of ICT and to develop their IT skills.

APRILThe series of UPSR, PMR and SPM “Skor A” workshops for PINTAR schools were conducted in collaboration with Berita Harian over three consecutive weeks in April; the PMR Workshop on 5 - 6 April 2008, then followed by the SPM Workshop on 12 - 13 April 2008 and concluded with the UPSR Clinic on 19 -20 April 2008. It covered core subjects such as Bahasa Melayu, English, Mathematics, Science and History.

13 MAy“An Evening in Nusajaya” brought together UEM Land’s 16 PINTAR school heads at Nusajaya Centre to give them a better understanding of UEM Land’s Corporate Social Responsibility (“CSR”) Program, PINTAR. The occasion provided the forum for school heads and UEM Land management to informally interact and get acquainted. The event concluded with a site visit to JSNAC, Puteri Harbour and East Ledang followed by high tea at Nusajaya Sales Gallery.

JUNEThe ICT Knowledge and Appreciation Program, initiated in February at the secondary school level was followed through with a 2-month program at all the PINTAR primary schools.

25 JUNEUEM Land officiated the “Schools of Johor Bahru District Pencak Silat Competition for Year 2008” at Dewan Bistari of SMK Gelang Patah, one of its adopted PINTAR schools.

28 JUNE 15

UEM Land kickstarted the Teachers’ Module Training Course for Pintar Al-Quran Program on 28 June, as part of its ‘pilot’ Pintar Al-Quran Program for pre-schoolers in Gelang Patah. Following the training course, this latest CSR project was implemented on 30 June, at five pre-selected KEMAS kindergartens in Gelang Patah.

02 JULySome 40 participants from Johor’s Geography Teachers Association participated in a site visit to Nusajaya to get better insights to the development of Nusajaya’s catalysts projects.

23 JULyUEM Land shared its experience on the PINTAR program at the 9th Roundtable Meeting organised by Khazanah. The meeting provided a knowledge platform for GLCs to interact, network and share their best practices in the implementation of PINTAR.

Apart from PINTAR members, the mainstream civil society organisations such as MERCY Malaysia and Yayasan Warisan Anak Alam, were also present to share their views on possible programs that can be carried out as PINTAR’s Blanket Program.

13

14

15

16

event HigHLigHts 2008–csR

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Other presenters included the Penang Education Department, Malaysia Airlines and Proton.

09 AUgUSTSponsored by UEM Land, teachers and some parents of SK Ladang Pendas teamed up to organise a get-together with the students to increase awareness of the importance of education. SK Ladang Pendas, one of UEM Land’s PINTAR Schools, is attended by 94% of the Orang Asli community from Kampung Simpang Arang.

18 AUgUSTUEM Land launched its inaugural PINTAR Teachers’ ICT Knowledge and Appreciation Program series, in collaboration with Johor Bahru Education Office, Johor Educational Technology Division and the respective PINTAR school heads. Specifically designed for teachers, it is aimed to improve their competency and proficiency in ICT, ultimately enabling them to assist their students in developing IT skills.

30 AUgUST 16

Themed “Nusa Idaman Celebrates Merdeka”, the 2-day event with various carnival activities, symbolised our commitment to enhance the lives of the communities in Nusajaya and promote unity amongst the residents by embracing the spirit of patriotism, nationalism and loyalty in our Merdeka celebration.

OcTOBER 17 & 18

In keeping with the spirit of giving and sharing during Ramadhan, UEM Land organised Buka Puasa events for the underprivileged in the Gelang Patah community and donated food supplies, Raya goodies and “duit raya”. The orang asli community, senior citizens, single mothers and the disabled in the other Nusajaya villages, also received donations for their Hari Raya celebrations.

08 NOVEMBER 19

The coffee table book “Bio Diversity: Ramsar Site Sungai Pulai” produced by Universiti Kebangsaan Malaysia and sponsored by UEM Land was launched. The book is a simple introductory guide to the rich flora and fauna biodiversity of the Sungai Pulai mangrove forest and the Ramsar site of South Johor, aimed at promoting public awareness and appreciation of the intrinsic value and functional significance of the mangrove forest ecosystem.

08 NOVEMBER 20

UEM Land signed a Grant Agreement with Universiti Kebangsaan Malaysia for a research fund of RM230,000 to develop the Environment Masterplan for Nusajaya.

19 DEcEMBERDistribution of copies of “A Second Chance – Life and Mission of Arsyad Ayub” to all UEM Land’s PINTAR schools in Gelang Patah.

30 DEcEMBERUEM donated a computer with multipurpose printer to the Village Security and Development Committee of Kampung Ulu Pulai in Gelang Patah.

17

18

19

20

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cORPORAtegOveRnAnce stAtementUEM Land Holdings Berhad (“UEM Land Holdings” or “the Company”) was listed on 18 November 2008 following the completion of the restructuring exercise of UEM World Berhad.

UEM Land Holdings recognises the importance of good corporate governance and is committed to applying high standards of corporate governance throughout the Group to safeguard the interest of its stakeholders and to achieve best practice in its standards of business integrity in all its activities as set out in the Malaysian Code of Corporate Governance (“the Code”).

Set out here is a statement on how the Company has applied the principles of the Code and the extent to which it has complied with Best Practices of the Code during the financial year ended 31 December 2008.

1 BOARD Of DIREcTORS

1.1 The Board Composition In accordance with the Company’s Articles of Association and

unless determined by the Company in General Meeting, the number of Directors shall not be less than two (2) or more than fifteen (15).

The Board of Directors consists of eight (8) Members comprising one (1) Managing Director/Chief Executive Officer, four (4) Non-Independent Non-Executive Directors and three (3) Independent Non-Executive Directors. The three (3) Independent Directors fulfill the criteria of independence as defined in the Listing Requirements of Bursa Malaysia Securities Berhad (“Bursa Securities”).

1.2 Duties and Responsibilities of the Board The Board of Directors of UEM Land Holdings is responsible for

the overall performance of the Group. It provides stewardship to the Group’s strategic direction and operations in order to maximise shareholders’ value.

The Board’s principal responsibilities are as follows:

Reviewing and adopting a strategic plan for the Group;• Overseeing the conduct of the Group’s business to evaluate •

whether the business is being properly managed; Identifying principal risks and ensuring the implementation of •

appropriate systems to manage these risks; Succession planning, including appointing, training, reviewing •

the compensation and retention or replacement of senior management;

Developing and implementing an investor relations program or •shareholder communications policy for the Group; and Reviewing the adequacy and the integrity of the Group’s •

internal control systems and management information systems, including systems for compliance with applicable laws, regulations, rules, directives and guidelines.

UEM Land Holdings is led and managed by a Board comprising members with a wide range of experience in relevant fields such as accounting, legal, banking, corporate finance, engineering and property development. Together, the Directors bring a broad range of skills, experience and knowledge required to successfully direct and supervise the Company’s business activities, which are vital to the success of the Group.

The Board of Directors’ meetings are chaired by the Non-Executive Chairman, whose role is clearly separated from the role of the Managing Director/Chief Executive Officer. This is to ensure a balance of power and authority.

The Non-Executive Chairman leads the Board effectively and encourages contribution from all members.

The Managing Director/Chief Executive Officer is responsible for implementing the policies and decisions of the Board, overseeing the operations and managing the development and implementation of the Company’s business and corporate strategies.

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The roles of the Managing Director/Chief Executive Officer and Non-Executive Directors are delineated, both having fiduciary duties towards shareholders. Non-Executive Directors have the necessary skill, financial and business experience to bring effective judgment to bear on the issues of strategy, performance and resources.

The three (3) Independent Non-Executive Directors provide independent views; advice and judgment, taking into account the interests of the Group and the minority shareholders, and are actively involved with both the internal and external auditors. This is especially so for Oh Kim Sun who is the Chairman of the Audit Committee. Another Independent Non-Executive Director, Md Ali Md Dewal, is the designated Senior Independent Director to whom concerns relating to the Company may be conveyed by shareholders and other stakeholders.

1.3 Conflict of Interest Directors are required to declare their respective shareholdings in the Company and related companies and their interests in contracts or proposed contracts with the Company or any of its related companies. The Directors concerned will abstain from any decision made in relation to these transactions.

1.4 Dealings in Securities of the Company Directors and employees of the Group who are in possession of

price-sensitive information regarding the Company which are not publicly available, and who deal in the securities of the Company are required to notify the Company within a specific timeframe following the date of the dealing.

1.5 Board Meetings and Supply of Information The Board will meet at least four (4) times for the next financial

year, with additional meetings to be convened when necessary. Board meetings for each financial year are scheduled before the end of the preceding financial year.

The Directors have full and unrestricted access to all information pertaining to the Group’s business affairs, whether as a full Board or in their individual capacity, to enable them to discharge their duties. There are matters specifically reserved for the Board’s decision to ensure that the direction and control of the Group is firmly in its hands. Prior to the Board meetings, all Directors receive the agenda together with a set of Board papers containing information relevant to the business of the meeting. This allows the Directors to obtain further explanations/clarifications from management, where necessary, in order to be properly briefed before the meetings.

All Directors have full access to the advice and services of the Company Secretaries who ensure that Board procedures are adhered to at all times during meetings and advise the Board on matters including corporate governance issues, and Directors’ responsibilities in complying with relevant legislation and regulations. The Directors may, if necessary, obtain independent professional advice from external consultants, at the Company’s expense.

For the financial year ended 31 December 2008, the Board held four (4) meetings.

Details of the Directors’ meeting attendances for the financial year ended 31 December 2008 are as follows:

Directors Status Meetings Attended

1 Tan Sri Dr Ahmad Tajuddin Ali

Non-Independent Non-Executive Director/Chairman

4/4

2 Dato’ Ahmad Pardas Senin

Non-Independent Non-Executive Director

4/4

3 Wan Abdullah Wan Ibrahim

Managing Director/Chief Executive Officer

4/4

4 Abdul Kadir Md Kassim


4/4

5 Md Ali Md Dewal Senior Independent Non-Executive Director

4/4

6 Oh Kim Sun Independent Non-Executive Director

4/4

7 Dato’ Ikmal Hijaz Hashim (Appointed on 1 March 2009)

Independent Non-Executive Director

0/0

8 Omar Siddiq Amin Noer Rashid (Appointed on 1 April 2009)


0/0

1.6 Re-election of DirectorsIn accordance with the Company’s Articles of Association, all Directors, including the Managing Director, shall retire from office once at least in each three (3) years but shall be eligible for re-election. At the first annual general meeting and in every year thereafter one-third (1/3) of the Directors for the time being, or if their number is not a multiple of three (3), then the number nearest to one-third (1/3), shall retire from office at each Annual General Meeting (“AGM”). All retiring Directors can offer themselves for re-election.

Directors who are appointed by the Board during the financial period before an AGM are subject to re-election by the shareholders at the next AGM to be held following their appointments.

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cORPORAtegOveRnAncestAtement

Directors who are over seventy (70) years of age are required to submit themselves for re-appointment annually in accordance with Section 129 of the Companies Act, 1965.

All the Directors are due for re-election at the First Annual General Meeting (“1st AGM”) pursuant to Article 92 of the Company’s Articles of Association. Details of the Directors seeking re-election at the 1st AGM are set out in their respective profiles which appear in the Profile of Directors on pages 41 to 43 of this Annual Report. The details of their interest in the securities of the Company, are set out in the Analysis of Shareholdings which appear on pages 144 to 148 of this Annual Report.

1.7 Training and Development of DirectorsThe Group acknowledges that continuous education is vital for the Board members to gain insight into the state of economy, technological advances, regulatory updates and management strategies to enhance the Board’s skills and knowledge in discharging its responsibilities.

During the year, the Board of Directors participated in two (2) in-house training sessions organised by the Legal & Secretarial Division of UEM Group Management Sdn Bhd, to keep themselves abreast of developments in the market as well as new statutory and regulatory requirements. Some of the topics covered under these two sessions were as follows:

Directors’ Duties And Liabilities – Beyond compliance

Directors’ Performance Evaluation – Building a High Performance Board

Overview On Iskandar Malaysia

1.8 Board and Management CommitteesIn discharging its fiduciary duties, the Board has delegated specific tasks to Board and Management Committees. All the Committees have the authority to review specific issues delegated by the Board and to report back to the Board together with its recommendations and the ultimate responsibility for the final decision on all matters lies with the entire Board. Two (2) Board Committees namely the Audit Committee and the Nominations & Remuneration Committee were formed in 2008 and in 2009 the Board approved the formation of the following additional Board and Management Committees:

(a) Board Development Committee;(b) Board Tender Committee;(c) Management Planning Committee; and(d) Management Tender Committee.

As the Company was incorporated in the last quarter of 2008, only the Audit Committee met twice during the year ended 31 December 2008. The composition of the Board Committees and the attendances of the members at the Board Committees meetings held in 2008 are as follows:

Audit Committee

Members Attendance at meetings

Oh Kim Sun – Chairman Independent Non-Executive

2/2

Md Ali Md Dewal – MemberSenior Independent Non-Executive

2/2

Abdul Kadir Md Kassim – Member Non-Independent Non-Executive

2/2

Dato’ Ikmal Hijaz HashimIndependent Non-ExecutiveAppointed on 31 March 2009

0/0

The salient terms of reference of the Board Committees are as follows:

Audit Committee• The terms of reference of the Audit Committee together with its report are presented on pages 70 to 72 of the Annual Report.

Nominations & Remuneration Committee• The Nominations & Remuneration Committee is made up entirely of Non-Executive Directors with a majority of them being Independent Directors. The members are as follows:

1 Md Ali Md Dewal Chairman/Senior Independent Non-Executive Director 2 Dato’ Ahmad Pardas Senin Non-Independent Non-Executive Director 3 Oh Kim Sun Independent Non-Executive Director

The responsibilities of the Nominations & Remuneration Committee include:

assessing the size of the Board, relevant mix of skills •and experience and other qualities of Non-Executive Directors and effectiveness of each individual Director; reviewing and recommending to the Board the annual •

remuneration for the Executive Director(s); reviewing the performance of Senior Management and •

the other Directors annually; designing and implementing an evaluation procedure •

for Executive Directors; and reviewing the proposals for the remuneration package •

of each member of the Company’s Committees

As the Nominations & Remuneration Committee was only formed on 26 September 2008, there was no meeting held for the financial year ended 31 December 2008. However, the decision of the Nominations & Remuneration Committee had been made via circular resolution.

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Board Development Committee• The Board Development Committee was formed on 1 March 2009. The members are as follows:

1 Md Ali Md Dewal Chairman 2 Dato’ Ahmad Pardas Senin Member 3 Wan Abdullah Wan Ibrahim Member 4 Dato’ Ikmal Hijaz Hashim Member

The functions and responsibilities of the Board Development Committee is to:

provide strategic direction and guidance on development • matters such as project justification, development concept and rationale and overall positioning and expected returns/ feasibility for the projects;

review and approve the design and development consultants • in line with the Discretionary Authority Limit requirement;

evaluate new projects/development proposals;•approve major changes in direction of the development •

projects; andevaluate, review and recommend to the Board on the •

development proposals that require Board’s approval.

Board Tender Committee•

The Board Tender Committee was established on 1 March 2009 to ensure that the tender process complies with relevant policies requirements. The Committee comprises wholly of Non-Executive Directors with a majority of them being Independent Directors. The members are as follows:

1 Abdul Kadir Md Kassim Chairman 2 Md Ali Md Dewal Member 3 Oh Kim Sun Member 4 Dato’ Ikmal Hijaz Hashim Member

The principal functions and responsibilities of the Board Tender Committee are to consider, evaluate, approve the award of contracts after taking into consideration the list of tenders received, nature of procurement and the technical and commercial evaluation of tenders ranging from RM20 million to RM50 million and making recommendation to the Board for tenders above RM50 million.

2 DIREcTORS’ REMUNERATION

2.1 The Company pays its Non-Executive Directors annual fees that are to be approved annually by the shareholders. In addition, non-executive members of the Board and Board Committees are paid a meeting allowance for each meeting they attended or participated through teleconferencing.

2.2 The Company’s policy on Directors’ remuneration is to attract and retain Directors of high calibre needed to run the Group successfully. The Managing Director/Chief Executive Officer is being paid by a subsidiary and comprised a monthly salary and other benefits and emoluments which are in line with the Company’s general remuneration policy for its senior management. His remuneration is structured so as to link rewards to corporate and individual performance. He is not paid any Directors’ fees and meeting allowances for the Board and Board Committee meetings that he attends. In the case of Non-Executive Directors, the level of remuneration reflects experience and level of responsibilities undertaken by each of them.

2.3 Aggregate remuneration of Directors, paid or payable, categorised into appropriate components as at 31 December 2008 is as follows:

(a) Aggregate remuneration of Directors’ categorised into appropriate components:

Executive Director

(RM’000)

Non-Executive Directors(RM’000)

Fees and allowance

Basic salaries, bonus and EPF

–

1,145**

115*

–

* For the period from 15 September 2008 (date of appointment of the Non-Executive Directors) to 31 December 2008

** From 1 January 2008 to 31 December 2008

(b) The number of Directors of the Company whose total remuneration falls within the following bands:

Number of Directors

Executive(RM’000)

Non-Executive(RM’000)

RM50,000 and below

Above RM1,000,000

–

1

5

–

3 SHAREHOLDERS

3.1 Dialogue between the Company and InvestorsThe Company recognises the importance of timely dissemination of information to shareholders and other stakeholders and the Board is committed to ensure that the shareholders and other stakeholders are well informed of major developments of the Company and the information is communicated to them through the following channels:

(i) the Annual Report;(ii) the various disclosures and announcements to Bursa Securities including quarterly results; and

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cORPORAtegOveRnAncestAtement

(iii) Corporate Planning Department and Corporate Communication Department that are fully responsible for briefing and updating financial analysts and fund managers of the Group’s operations, financial performances and other strategic issues.

3.2 Annual General Meeting (“AGM”)The AGM of the Company serves as the principal forum that provides the opportunity for shareholders to raise questions pertaining to issues in the Annual Report, Audited Financial Statements, corporate developments in the Group, the resolutions being proposed and on the businesses of the Group. The Chairman as well as the Managing Director/Chief Executive Officer and the external auditors, if so required, will respond to shareholders’ questions during the meeting. Each item of special business included in the notice of the meeting is accompanied by an explanatory statement for the proposed resolution to facilitate full understanding and evaluation of issues involved.

4 AccOUNTABILITy AND AUDIT

4.1 Primary Responsibilities of the Audit CommitteeThe financial reporting and internal control system of the Group is overseen by an Audit Committee (“AC”), which comprises three (3) Independent Non-Executive Directors and one (1) Non-Independent Non-Executive Director. The primary responsibilities of the AC are set out on pages 70 to 72 of the Annual Report.

4.2 Financial ReportingThe Directors are responsible for ensuring that the financial statements prepared are drawn up in accordance with the provisions of the Companies Act, 1965; and applicable Financial Reporting Standards in Malaysia. In presenting the financial statements, the Company has used appropriate accounting policies, consistently applied and supported by reasonable judgments and estimates.

The quarterly financial results and audited financial statements were reviewed by the AC and approved by the Board of Directors before being released to Bursa Securities. The details of the Company and the Group’s financial statements for the financial year ended 31 December 2008 can be found from pages 80 to 143.

4.3 Internal Control and Risk ManagementThe Board of Directors has overall responsibility for maintaining a sound system of internal controls, to safeguard shareholders’ investments and the Company’s assets.

The Board of Directors acknowledges that while the internal control system is devised to cater for particular needs of the Group as well as risk management, such controls by their nature can only provide reasonable assurance but not absolute assurance against material misstatements or loss. A statement on the state of internal control in the Group is set out on pages 73 to 75.

The Company outsources its internal audit functions to UEM Group Management Sdn Bhd who assists the AC to discharge its duties and responsibilities.

4.4 Relationship with AuditorsThe Company maintains a transparent relationship with its auditors and seeks their professional advice to ensure that accounting standards are complied with. It is a policy of the AC to meet up with the external auditors at least twice a year without the presence of the Executive Director and Management, in accordance with the requirements of the Code. In February 2009, the AC met up with the external auditors in the absence of Management.

5 DIREcTORS’ RESPONSIBILITy STATEMENT

IN RESPEcT Of fINANcIAL STATEMENTS

The Directors are required to prepare the financial statements for each financial year which give a true and fair view of the state of affairs of the Group and of the Company at the end of the financial year and of the results and cash flows of the Group and of the Company for the financial year then ended.

The Directors consider that, in preparing the financial statements for the financial year ended 31 December 2008, the Group has used appropriate accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent. The Directors also consider that all applicable Financial Reporting Standards in Malaysia have been followed and confirm that the financial statements have been prepared on a going concern basis.

The Directors are responsible for ensuring that the Group and the Company keep accounting records which disclose with reasonable accuracy at any time the financial position of the Group and of the Company and which enable them to ensure that the financial statements comply with the provisions of the Companies Act, 1965 and the applicable Financial Reporting Standards in Malaysia.

6 cOMPLIANcE STATEMENT

Given that the Company was only listed on 18 November 2008, the Board considers that it has largely complied with the principles given in Part 1 and best practices in Part 2 of the Code except for the following:

The AC did not meet up with the external auditors in the • absence of the Executive Director for the year ended 31 December 2008; and

The annual assessment of the board effectiveness of the • Board and Board Committees as a whole as well as the contribution from individual Director was not conducted.

The above non-compliant items will however be carried out for the financial year ending 31 December 2009.

This Statement on Corporate Governance is made in accordance with the resolution of the Board of Directors dated 31 March 2009.

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ADDitiOnALcOmPLiAnceinFORmAtiOnIN AccORDANcE WITH APPENDIx 9c Of THE LISTINg REqUIREMENTS

UTILISATION Of PROcEEDSThere were no corporate proposals to raise funds during the financial year ended 31 December 2008.

SHARE BUy-BAcKSThere was no share buy-backs during the financial year ended 31 December 2008.

OPTIONS, WARRANTS OR cONVERTIBLE SEcURITIES ExERcISEDThe Company has not issued any options, warrants or convertible securities in respect of the financial year ended 31 December 2008.

AMERIcAN DEPOSITORy REcEIPT (“ADR”) OR gLOBAL DEPOSITORy REcEIPT (“gDR”)The Company has not sponsored any ADR or GDR programme for the financial year ended 31 December 2008.

SANcTIONS AND/OR PENALTIESThe Company and its subsidiaries, Directors and Management have not been imposed with any sanctions and/or penalties by any regulatory bodies.

NON-AUDIT fEESDuring the financial year under review, non-audit fees paid to the external auditors of the Company amount to RM106,000.00

VARIATION IN RESULTSThe interim financial report previously announced for the Fourth (4th) Quarter 2008 financial period was based on audited results and therefore there is no material variance to report on.

PROfIT gUARANTEEThe Company did not issue any profit guarantee for the financial year ended 31 December 2008.

MATERIAL cONTRAcTSOther than those disclosed in the financial statements, there were no material contracts including contracts relating to any loans entered into by the Company and its subsidiaries involving Directors and major shareholders’ interests.

REVALUATION POLIcyThe Company has not adopted a regular revaluation policy on landed properties.

REcURRENT RELATED PARTy TRANSAcTIONS (“RRPT”) Of REVENUE NATUREThe Company will be seeking the shareholders’ approval for RRPT at the forthcoming Annual General Meeting to be held on Wednesday, 10 June 2009.

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AuDit cOmmittee RePORt1 MEMBERS

The Audit Committee consists of four (4) members of the Board of which three (3) are Independent Non-Executive Directors and one (1) is a Non-Independent Non-Executive Director. UEM Land Holdings Berhad (“the Company”) has complied with Paragraph 15.10 of the Bursa Malaysia Securities Berhad’s (“Bursa Securities”) Listing Requirements, which requires the majority of the Audit Committee to be Independent Directors.

The members of the Audit Committee and their details are:-

Name Designation Directorship/Qualification

Oh Kim Sun Chairman Independent Non-Executive Director/Member of the Malaysian Institute of Certified Public Accountants

Md Ali Md Dewal

Member Senior Independent Non-Executive Director/Master of Business Administration Degree

Abdul Kadir Md Kassim

Member Non-Independent Non-Executive Director/Bachelor of Laws Degree

Dato’ Ikmal Hijaz Hashim

Member Independent Non-Executive Director/Master of Philosophy (Land Management)

2 cONSTITUTION

The Audit Committee of the Company was established by the Board of Directors (“the Board”) on 15 September 2008.

3 MEETINgS

Two (2) meetings were held during the financial year ended 31 December 2008 and details of the attendance of the members at the Audit Committee meetings were as follows:-

Name of Audit Committee member

No. of meetings attended

Oh Kim Sun 2/2

Md Ali Md Dewal 2/2

Abdul Kadir Md Kassim 2/2

Dato’ Ikmal Hijaz Hashim(Appointed on 31 March 2009)

0/0

The Managing Director/Chief Executive Officer, certain senior management and representatives from the internal and external auditors attended the meetings upon invitation.

Detailed audit reports by Group Internal Audit, together with Management’s responses are circulated to the Audit Committee members and Managing Director/Chief Executive Officer for review. Significant issues are discussed at the Board meetings.

4 cOMPOSITION AND TERMS Of REfERENcE

4.1 Composition of the Audit Committee The Audit Committee shall be appointed by the Board from amongst their numbers, which fulfills the following requirements:

i The Audit Committee must comprise at least three (3) Directors.

ii All members of the Audit Committee must be Non-Executive Directors, a majority of whom must be Independent Directors.

iii All members of the Audit Committee must be financially literate and at least one member of the Audit Committee must be a member of an accounting association or body.

iv No alternate director shall be appointed as a member of the Audit Committee.

v In the event of any vacancy in the Audit Committee, the Board must fill the vacancy within three months.

The members of the Audit Committee shall elect a Chairman from among themselves who shall be an Independent Director. All members of the Audit Committee, including the Chairman, will hold office only so long as they serve as Directors of the Company.

4.2 Secretary of the Audit CommitteeThe Company Secretaries of the Company and/or their representative shall be the Secretaries of the Audit Committee.

4.3 Duties and Responsibilities of the Audit CommitteeThe following are the main duties and responsibilities of the Committee collectively:

i Oversee the Company’s internal control structure to assure operational effectiveness and efficiency, reduce the risk of unreliable financial reporting, protect the Company’s assets from misappropriation and encourage legal and regulatory compliance.

ii Assist the Board in identifying the principal risks in the achievement of the Company’s objectives and ensuring the implementation of appropriate systemsto manage these risks.

iii Recommend to the Board on the appointment and annual reappointment of the external auditors and their audit fee, after taking into consideration the independence and objectivity of the external auditors and the cost effectiveness of the audit.

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iv Review with the external auditors before the audit commences, the nature and scope of the audit and ensure co-ordination where more than one audit firm is involved.

v Review with external auditors, their audit report.

vi Review the quarterly interim results, half-year and annual financial statements of the Company and the Group prior to approval by the Board, focusing particularly on:

Any changes in accounting policies and practices.•Significant adjustments arising from the audit. •The going concern assumption. • Compliance with accounting standards and other •

legal requirements.

vii Discuss problems and reservations arising from the interim and final audits and any matter the auditors may wish to discuss in the absence of the Management where necessary.

viii Review the external auditors’ management letter and Management’s response.

ix Review with the external auditors the draft statement to be made by the Board with regard to the state of internal control of the Company and its Group, and report the results thereof to the Board.

x Review the assistance and co-operation given by the Company and its Group’s officers to the external and internal auditors.

xi Review any letter of resignation from the external auditors and any questions of resignation or dismissal.

xii Review the adequacy of the scope, functions, competency and resources of the Internal Audit function and that it has appropriate standing within the Company and its subsidiary companies to undertake its activities independently and objectively, including but not limited to the following:

Reviewing and approving the Annual Internal Audit • Plan and ensuring adequate risk and governance coverage;

Reviewing the results of the internal audit process • and where necessary ensuring that appropriate actions are taken on the recommendations of the internal auditors;

Reviewing the overall performance of the Internal • Audit function;

Approving any appointment or termination of the party • that provides the internal audit function; and

Taking cognisance of resignations of senior internal • audit staff members and provide the resigning staff member an opportunity to submit his/her reasons for resigning.

xiii Consider the major findings of internal investigations and Management’s response.

xiv Review any related party transactions and conflict of interest situations that may arise within the Company or the Group, including any transaction, procedure or course of conduct that raises questions of Management integrity.

xv Consider other matters as defined by the Board.

4.4 Powers of the Audit Committee In carrying out its duties and responsibilities, the Audit Committee will have the following rights:

i Explicit authority to investigate any matter within its terms of reference.

ii The resources that are required to perform its duties.

iii Full, free and unrestricted access to any information, records, properties and personnel of the Company and of any other company within its Group.

iv Direct communication channels with the external auditors and person(s) carrying out the internal audit function or activity.

v Be able to obtain independent professional or other advice and to invite outsiders with relevant experience to attend the Committee’s meetings (if required) and to brief the Committee.

vi Be able to convene meetings with the external auditors, the internal auditors or both, excluding the attendance of other directors and employees of the Company, whenever deemed necessary.

The attendance at any particular Audit Committee meeting by other Directors and employees of the Company shall be at the Audit Committee’s invitation and discretion, and must be for the specific agenda to the relevant meeting.

Where the Audit Committee is of the view that a matter reported by it to the Board has not been satisfactorily resolved resulting in a breach of Bursa Securities Listing Requirements, the Audit Committee must promptly report such matter to Bursa Securities.

4.5 Audit Committee meetings i The Audit Committee will meet at least four (4) times in each financial year although additional meetings may be called at any time, at the discretion of the Audit Committee Chairman.

ii The quorum for each meeting shall consist of at least two (2) members, both of whom shall be Independent Directors.

iii Recommendations of the Audit Committee are submitted to the Board for approval.

iv The Secretaries of the Audit Committee and/or their representatives shall be in attendance at all Audit Committee meetings and record the proceedings of the meeting thereat.

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v Minutes of each meeting shall be kept as part of the statutory record of the Company upon adoption by the Audit Committee.

vi A resolution in writing signed and approved by all the Audit Committee members who may at the time be present in Malaysia and who are sufficient to form a quorum, shall be valid and effectual as if it had been passed at a meeting of the Audit Committee duly called and constituted. All such resolution shall be forwarded or otherwise delivered to the Secretaries of the Audit Committee without delay and shall be recorded by him in the Company’s Minute Book. Any such resolution may consist of several documents in like form each signed by one or more Audit Committee members.

vii A meeting of the Audit Committee may be held by means of telephone, video conference or telephone conference or other telecommunication facilities, which permits all persons participating in the meeting to communicate with each other. A person so participating shall be deemed to be present in person at such meeting and shall be counted in a quorum and be entitled to vote.

viii The Managing Director and/or the Chief Executive Officer and/or other appropriate officer may be invited to attend where their presence are considered appropriate as determined by the Audit Committee Chairman.

ix The internal and/or external auditors have the right to appear and be heard at any meeting of the Audit Committee and are recommended to attend each Audit Committee meeting.

x Upon the request of the auditor(s), the Audit Committee Chairman shall also convene a meeting of the Audit Committee to consider any matter the auditor(s) believes should be brought to the attention of the Board or the shareholders.

xi The Audit Committee shall meet with external auditors without the presence of the Executive Director and Management at least twice a year, and whenever deemed necessary.

5 SUMMARy Of AcTIVITIES Of AUDIT cOMMITTEE fOR THE fINANcIAL yEAR ENDED 31 DEcEMBER 2008

As the Company was only listed on Bursa Securities on 18 November 2008, the Audit Committee has had only two (2) meetings during the financial year ended 31 December 2008. The internal and external auditors, the Managing Director/Chief Executive Officer and members of the senior management attended most of the meetings and the following matters, inter-alia, were reviewed:

i Financial results.

ii External auditors’ plan, strategy and scope of statutory audits of the Group’s financial statements.

6 INTERNAL AUDIT fUNcTION

6.1 The Company outsources its internal audit function to UEM Group Management Sdn Bhd (“UEMGM”) which has adequate resources and has appropriate standing to undertake its activities independently and objectively to assist the Audit Committee in discharging its duties and responsibilities more effectively. The head of the Internal Audit reports directly to the Audit Committee. As at 31 December 2008, the reimbursable costs incurred for the audit function is RM161,655.

6.2 It is the responsibility of Internal Audit to provide the Audit Committee with independent and objective reports on the state of internal control of the various operating divisions within the Group, and the extent

of compliance of the divisions with the Group’s established policies and procedures as well as relevant statutory requirements.

AuDit cOmmittee RePORt

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stAtement On inteRnAL cOntROLThe Malaysian Code on Corporate Governance requires listed companies to maintain a sound system of internal control to safeguard shareholders’ investments and the companies’ assets. Bursa Malaysia Securities Berhad (“Bursa Securities”) Listing Requirements necessitate directors of listed companies to include a statement in their annual reports on the state of the internal controls in the company and the group.

Bursa Securities’ Statement On Internal Control: Guidance For Directors of Public Listed Companies (“Guidance”) provides guidance for compliance with these requirements.

The Board of Directors (“Board”) is pleased to provide the following statement on the nature and scope of internal control of the Company and of the Group during the year, which has been prepared in accordance with the Guidance.

BOARD RESPONSIBILITIES

The Board recognises the importance of sound internal control and Risk Management practices to good corporate governance. The Board acknowledges that it is ultimately responsible for the Group’s system of internal control, which includes the establishment of an appropriate control environment and framework, as well as reviewing its adequacy and integrity. The system covers controls relating to financial, operational, Risk Management, management information systems and compliance with applicable laws, regulations, rules directives and guidelines.

Generally, the need or requirement for a system of internal control is designed to meet the business objectives and to manage the risksto which the companies are exposed to.

It should be noted however, that any internal control system, by nature, provides only reasonable and not absolute assurance against material misstatement, loss and fraud.

RISK MANAgEMENT

Risk Management is firmly embedded in the Group’s system of internal control as it is regarded by the Board to be an integral part of the operations and strategic planning. The Group has in place a Risk Management Framework to guide the Risk Management process and to streamline the Risk Management reporting for the Group. This structured and enterprise-wide approach to Risk Management provides the fundamental steps towards protecting the investment of its shareholders as well as its assets. Further details on Risk Management are included in pages 76 to 77 of this report.

cONTROL STRUcTURE & MONITORINg AcTIVITIES

Apart from Risk Management activities, other key elements of the control structure of the Group are:

Board Committees To promote corporate governance and transparency, Board Committees were set up by the Company. Specific terms of reference and authority are assigned to the Board Committees for areas within their scope.

The Board Committees formed by the Company are:

Audit Committee•Nominations & Remuneration Committee•Board Development Committee•Board Tender Committee•

The Committees report to the Board and make recommendations for the Board’s decision.

Board MeetingsRegular Board meetings are scheduled. The Chairman in consultation with the Managing Director/Chief Executive Officer decides the agenda items for the meetings. Board papers are distributed to the members ahead of the meetings and Board members have access to all relevant information. Any urgent business is dealt with and decided only after all the required information is presented and deliberated.

This ensures that the Board maintains full and effective supervision over key issues.

Group and Organisational StructureThe Group has a well-defined structure that is aligned to business and operational requirements. Additionally, clear lines of accountability and responsibility have been set and communicated via Organisation Charts, Strategic Plans, Budgets and Authority Limits.

Strategic Plans & BudgetsThe Group undertakes a comprehensive strategy review and budgeting process to establish goals and targets against which performance is monitored on an ongoing basis. The Board participates in the review and approval of the Strategic Plans and Budget.

A periodic monitoring and reporting system is in place which highlights significant variances of key performance indicators against plans and budget to monitor performance, with key variances investigated and followed up by management.

The quarterly financial results, announced to shareholders are prepared by Management and reviewed by the Audit Committee prior to recommendation to the Board for approval. This enables the Board to give their input and guidance on areas requiring their attention.

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Authority Limits and Approved PoliciesUEM Land Holdings has Discretionary Authority Limits (“DAL”) that specify the approval limits for financial and non-financial transactions. The purposes of the DAL are to provide limits to enable decisions to be taken timely and at the same time provide a check and balance on the amounts and types of commitments that Management can undertake on behalf of the Group.

The Board has also approved significant financial and operating policies, which were drawn up to comply with laws and regulations where applicable, to guide the behaviour of Management in performing their day-to-day operations.

Quality Management SystemThe Group has a dedicated quality control team for quality assurance, project monitoring and occupational safety and health and environment. The quality control team monitors the projects in terms of technical findings and defects inspection and ensures that the products constructed and delivered are in accordance with contract specifications and internal guidelines.

The Group’s Quality Management Systems was awarded the ISO 9001:2000 in November 2008 and this was further upgraded to an even higher standard with the MS ISO9001:2008 certification. These certifications promote the adoption of a process approach to development, implementation and improvement of our Quality Management System. This approach emphasises the importance of understanding customers and meeting their various stringent requirements.

UEM Land Berhad (“UEM Land”) was also certified to an upgraded Occupational Safety and Health, OSHAS 18001:2007, in November 2008, reflecting our commitment to safeguard the health and safety of our employees, customers and suppliers.

Constantly, striving to achieve even higher standards of environmental management to mitigate the impact of our projects on the environment, UEM Land implemented a comprehensive Environment Management System in January 2009. This is scheduled to proceed with SIRIM certification to MS ISO 14001:2004 standards in October 2009.

Insurance on Key AssetsAdequate insurances of the major assets and resources of the Group are in place to ensure that these are sufficiently covered against any mishaps that may result in material losses to the Group.

Management Information SystemComprehensive Management Information Systems exist throughout the Group. Relevant data is captured, compiled, analysed and reported. These systems enable Management to make decisions in an accurate and timely manner towards meeting the targeted business objectives.

Information and Communication Technology (“ICT”) Security Policies The Group’s ICT Security Policies prescribe the requirements to maintain an adequate level of security for IT systems and information used to support the Group’s activities.

Human Resource SystemManpower planning, selection and recruitment are carried out to ensure that key positions in the Group, are filled by staff with the relevant competencies. A computerised Human Resource Management System provides a comprehensive employee database and an efficient support system for managing human resource functions.

A standardised, robust Performance Management System is adopted throughout the Group to ensure that monitoring and measuring of implementation progress is complete, coherent and clear, and to provide a platform for improving employees’ performance. At senior management level, a strategic performance management approach via key performance indicators (“KPIs”) has been adopted using the “Balanced Scorecard” concept, in line with the Government’s guidelines for Government Linked Companies. With this approach, the Group can establish their Corporate Scorecards, and cascade these KPIs to the Heads of Division and other employees. The Corporate KPIs are based on the Group’s 5-point focus value creation strategies and create greater visibility and transparency over the performance metrics, for better control of subsidiaries within the Group.

Training needs analysis in the Group is facilitated through UEM Group Berhad’s training centre called UEM Academy. Courses are prioritised according to the results of the analysis and the employees are sent to the relevant courses to enhance their knowledge, skills and abilities.

Leadership Management Programs are in place to identify and nurture emerging leaders and employees with high potential, as well as to enhance the leadership skills of existing leaders. This will ensure that the Group has a robust leadership inventory to meet future challenges and for succession planning. These initiatives are facilitated by UEM Academy and UEM Leadership Centre.

Code of ConductAll employees are required to sign and adhere to the Group’s Code of Conduct, which emphasises corporate values. The Code of Conduct represents the undertakings by the employees to the minimum standard of behaviour and ethical conduct of the Group.

stAtement On inteRnAL cOntROL

75


Internal AuditThe Group has in place an adequately resourced internal audit function at UEM Group Management Sdn Bhd (“UEMGM”), which provides the Audit Committee and Board with much of the assurance they require regarding the adequacy and effectiveness of Risk Management, internal control and governance systems.

This is done through ongoing reviews of internal controls relating to operational, financial and management information systems, as well as reviews of the Group’s compliance with the principles and best practices of the Malaysian Code on Corporate Governance. To ensure the adequacy of coverage, internal audit assignments are prioritised based on the results of the Risk Management exercise, audit cycle and discussions with senior management. The Annual Internal Audit Plan is presented to the Audit Committee for approval. The Audit Committee holds regular meetings to deliberate on audit findings and recommendations, and report them back to the Board.

The internal audit activities undertaken by UEMGM are in conformance with the International Standards for the Professional Practice of Internal Auditing issued by the Institute of Internal Auditors.

Transformation Program for Government-Linked CompaniesThe Putrajaya Committee on Government-Linked Companies (“GLCs”) High Performance was set up by the Government to design and implement comprehensive national policies and guidelines to transform GLCs into high performing entities and establish the institutional framework to program-manage and subsequently to oversee the execution of these policies and guidelines.

The initiatives that have been implemented in the Group include:

i Review and revamp procurement; ii Manage and develop human capital; and iii Intensify performance management.

Business Continuity ManagementThe Business Continuity Management Plan was established to ensure that the Group is able to continue operations and minimise business disruptions in the event of any major disaster. The Business Continuity initiatives are continuously being reviewed.

Joint ventures and associatesIn the case of material joint ventures and associate companies, the Group is represented through Board representatives. However, the management of the joint ventures/associate companies are responsible for the administration, operation and performance of the joint venture/associate companies. Financial and operational information of these joint ventures/associate companies are provided regularly to the Management of the Group.

cONcLUSION

For the financial year under review, after due and careful inquiry and based on the information and assurance provided, the Board is satisfied that a system of internal control is in place.

The statement is made in accordance with the resolution of the Board dated 31 March 2009.

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RisK mAnAgement

OVERVIEW

UEM Land Holdings Berhad (“UEM Land Holdings” or “the Company”) and its group of companies (“the Group”) is the flagship company for the real estate investment and development business of UEM Group Berhad and is involved in a broad range of activities within the industry. Currently, the Group’s main focus is the development of its extensive reserves of land in Johor, known as Nusajaya, with the main aim of positioning Nusajaya as a regional city and one of the key drivers of Iskandar Malaysia. The acquisition of Blocks 20–24 in Cyberjaya during the year under review also saw the Group starting its expansion into other areas outside Iskandar Malaysia and marks a significant step in the Group’s journey towards realising its vision to become a global community builder.

The opportunities and other benefits of this development also carry with them new risks and challenges to the Group. Being aware and alert to this scenario, the Group has diligently taken measures to integrate all possible consequences of the existing and new businesses into its risk management system to handle both actual and anticipated events that will affect the Group as a whole.

To address and manage these risks the Board of Directors (“Board”) has embraced an Enterprise-Wide Risk Management strategy. A Risk Management Framework has been established since 2006 and to assist the Board in carrying out its responsibilities, a Risk Management Committee (“RMC “) was set up comprising the top management and senior management from various functional responsibilities. The Managing Director/Chief Executive Officer is the Chairman of the RMC. The Board monitors the principal risk of the Group through the RMC and the Audit Committee.

Risk identification and mitigation activities are embedded in the overall strategic planning, business planning and decision making processes. As such, the comprehensive system is able to assist the Group to address strategic and operational risks by helping it to identify and take the best course of preventive and corrective actions. Preventive measures are taken to prevent certain events from happening, while corrective measures are designed to mitigate the effect of unavoidable events on the Company. Both preventive and corrective steps that are initiated and undertaken by the Company’s risk management apparatus follow all planned methods for handling identified risks, and are always formulated to embody the best treatment for the risks, while minimising costs and keeping the Company’s overall objectives and stakeholders’ interests at the forefront. Lines of communication between the various committees and risk owners are always kept open, and together with other efforts already mentioned, has made Risk Management an integral part of the Company’s corporate culture.

OVERALL ENTERPRISE-RISK MANAgEMENT POLIcy

Generally, the Risk Management policy of the Group is to put in place an adequate and effective process of managing risks that will enable it to achieve business objectives and provide reasonable assurance to the Board and other stakeholders on the state of internal controls of the Company and its ability to increase shareholders’ value and confidence.

OVERALL ENTERPRISE-RISK MANAgEMENT fRAMEWORK

The Risk Management framework of the Group has been designed to be comprehensive in that it encompasses effective policies, objectives, clear lines of responsibilities and accountabilities. Everyone in the organisation is involved in Risk Management and has been made aware of the requirements of the system and their roles and duties in it. In a nutshell, the Group’s Risk Management Framework provides clear guidelines on the following:

The overall Risk Management policy of the Group;•The key objective of Risk Management;•The Risk Management Guiding Principles;•The Group’s Risk Appetite and how different magnitudes •of risk exposures are to be managed and monitored ;The risks which are unacceptable to the Group and to •be avoided; andThe roles of the Board, the Management, the Risk •Management Committee, the Risk Owners and the Risk Management Secretariat.

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ENTERPRISE-RISK MANAgEMENT ASSESSMENT

Consistent with Risk Management being a continuous process, regular reviews on the nature and magnitude of the risks faced and the status of action plans are performed by the RMC, and then reported to the Audit Committee to deliberate and to the Board for notation. Similar Risk Management Frameworks, Committees and the processes also exist in all operating subsidiaries and projects undertaken by the Group. The RMC met formally on a quarterly basis, to review the risk profile of the Group and the result of these reviews are tabled to, and deliberated by the Audit Committee and the Board.

cONcLUSION

The Board is of the opinion that the Group’s Risk Management system is effective and functioning adequately, and that everyone in the Group has been made aware of and alert to the requirements of the system and its procedures. The Board has also found that all identified risks are being managed to an acceptable level, and that the system is proficient in helping to keep the Group in line with its long-term goals and objectives.

ENTERPRISE-RISK MANAgEMENT PROcESS

STEP 6

Monitor and Review Risks

Frequent reviews•Environment & organisation•Strategy•

STEP 3

Risk Assessment

Likelihood•Impact•Overall risk •rating matrix

STEP 4

Risk Evaluation & Prioritisation

Identify acceptable •or unacceptable risksPrioritise risks •for treatment

STEP 5

Risk Management or Treatment

Accept•Avoid•Transfer•Reduce likelihood and/ •or impact

cO

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UN

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TIO

N

INTERNAL cONTROL

STEP 1

Determine policy, objectives and define risk

Corporate Risk •Management policyKey objectives for •Risk ManagementDefine risk•Acceptable risk appetite •

STEP 2

Risk Identification

Identify internal and •external forces of riskRecognise risk areas•Types of risks•

As the key driver of Iskandar Malaysia, we are well-placed and well-timed to maximise our opportunities with our participation and established base.

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East Ledang

JSNAC

80


Directors’ report

The directors have pleasure in presenting their report together with the audited financial statements of the Group and of the Company for the financial period ended 31 December 2008.

principal activities

The Company was incorporated on 20 August 2008 pursuant to the Restructuring exercise by UEM World Berhad (“UEM World”) as announced by UEM World on 15 February (“Restructuring Scheme”) which resulted in the Company became the holding company of UEM Land Berhad (formerly known as UEM Land Sdn. Bhd.)("UEMLB") and its group of companies.

The principal activity of the Company is investment holding.

The principal activities of the subsidiaries are property development, turnkey development and construction, land trading, property investment, project procurement and management and investment holding.

There have been no significant changes in the nature of the principal activities of the subsidiaries during the financial year.

The Restructuring Scheme resulted in the listing and quotation of the Company’s entire issued and paid-up ordinary shares of RM0.50 each on the Main Board of Bursa Malaysia Securities Berhad on 18 November 2008. The Restructuring Scheme is disclosed in Note 35(a) to the financial statements.

results

GroupRM’000

companyRM’000

Profit/(loss) for the year/period 75,069 (1,503)

Attributable to:

Equity holders of the CompanyMinority interests

74,189880

(1,503)–

75,069 (1,503)

There were no material transfers to or from reserves or provisions during the financial year/period, other than as disclosed in the financial statements.

In the opinion of the directors, the results of the operations of the Group and of the Company during the financial year/period were not substantially affected by any item, transaction or event of a material and unusual nature.

DiviDenDs

The directors do not recommend the payment of any dividend in respect of the current financial period.

Directors

The names of the directors of the Company in office since the date of incorporation and at the date of this report are:

Tan Sri Dr Ahmad Tajuddin Ali (appointed on 15 September 2008)Wan Abdullah Wan Ibrahim (appointed on 15 September 2008)Dato’ Ahmad Pardas Senin (appointed on 15 September 2008)Abdul Kadir Md. Kassim (appointed on 15 September 2008)Md. Ali Md. Dewal (appointed on 15 September 2008)Oh Kim Sun (appointed on 15 September 2008)Mohd Zakir Omar (first director, resigned on 16 September 2008)Azmy Mahbot (first director, resigned on 16 September 2008)

Directors’ report

81


Directors’ benefits

Neither at the end of the financial period, nor at any time during that period, did there subsist any arrangement to which the Company was a party, whereby the directors might acquire benefits by means of acquisition of shares and debentures of the Company or any other body corporate, other than those pursuant to or in furtherance of the Employee Equity Scheme ("EES") with regards to shares of UEM World in conjunction with UEM Group Berhad ("UEM"), the Company’s immediate holding company, group wide restructuring scheme in 2003.

Since the date of incorporation, no director has received or become entitled to receive a benefit (other than benefits included in the aggregate amount of emoluments received or due and receivable by the directors or the fixed salary of a full-time employee of the Company as shown inNote 5 to the financial statements) by reason of a contract made by the Company or a related corporation with any director or with a firm of which he is a member, or with a company in which he has a substantial financial interest.

Directors’ interests

According to the register of directors’ shareholdings, the interests of directors in office at the end of the financial period in shares in the Company and its related corporations during the financial period were as follows:

NuMbeR of oRdiNaRy ShaReS of RM0.50 each

At date of appointment

During the period At31.12.2008 Accepted/Bought Sold

The companydirect interest Wan Abdullah Wan IbrahimDato’ Ahmad Pardas Senin

––

375,000 #2,500,000 @

––

375,0002,500,000

# Shares issued to replace 300,000 UEM World shares pursuant to the distribution of dividend-in-specie of 5 of the Company’s shares for every 4 UEM World shares held.

@ Include 1,250,000 of the Company’s shares issued to replace 1,000,000 UEM World shares pursuant to the distribution of dividend-in-specie of 5 of the Company’s shares for every 4 UEM World shares held.



During the period At31.12.2008

Bought Sold

Related company– PLUS Expressways Berhad

direct interest Dato’ Ahmad Pardas SeninAbdul Kadir Md. Kassim

20,00040,000

––

––

20,00040,000

indirect interestOh Kim Sun 180,000 – (180,000) –

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Director’s report

Directors’ interests (contD.)



During the period At31.12.2008

Bought Sold

Related company– Pharmaniaga Berhad

indirect interestOh Kim Sun 177,000 – – 177,000

share capital

The Company was incorporated on 20 August 2008 with an authorised share capital of 5,000,000,000 ordinary shares of RM0.50 each and 200,000,000 mandatory convertible redeemable preference shares of RM0.01 each, and an issued and paid-up share capital of RM2,represented by 4 shares of RM0.50 each.

During the financial period, the Company issued 2,428,176,907 new ordinary shares of RM0.50 each at an issue price of RM0.52 per ordinary share amounting to RM1,214,088,453.50 as purchase consideration for the acquisition of UEMLB to the following parties:

UEM for the acquisition of 623,867,734 ordinary shares of RM0.50 each representing 28.54% equity interest in UEMLB from UEM for (i) the sum of RM357,969,543 via the issuance of 693,068,053 new ordinary shares of the Company.

UEM World for the acquisition of 1,561,864,562 ordinary shares of RM0.50 each representing 71.46% equity interest in UEMLB from (ii) UEM World for the sum of RM896,183,457 via the issuance of 1,735,108,854 new ordinary shares of the Company.

The new ordinary shares rank pari passu in all respects with the existing ordinary shares of the Company.

On 18 November 2008, pursuant to the Restructuring Scheme, the entire 2,428,176,911 ordinary shares of RM0.50 each of the Company in issue were listed and quoted on the Main Board of the Bursa Malaysia Securities Berhad.

other statutory information

Before the income statements and balance sheets of the Group and of the Company 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 (i) debts and satisfied themselves that all known bad debts had been written off and that adequate allowance had been made for doubtful debts; and

to ensure that any current assets which were unlikely to realise their values as shown in the accounting records in the ordinary course (ii) of business 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 which would render: (b)

the amount written off for bad debts or the amount of the allowance for doubtful debts in the financial statements of the Group and (i) of the Company inadequate to any substantial extent; and

the values attributed to the current assets in the financial statements of the Group and of the Company misleading.(ii)

At the date of this report, the directors are not aware of any circumstances which have arisen which would render adherence to the existing (c) method of valuation of assets or liabilities of the Group and of the Company misleading or inappropriate.

83


other statutory information (contD.)

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 (d) of the Group and of the Company which would render any amount stated in the financial statements misleading.

At the date of this report, there does not exist: (e)

any charge on the assets of the Group or of the Company which has arisen since the end of the financial period which secures (i) the liabilities of any other person; or

any contingent liability of the Group or of the Company which has arisen since the end of the financial period. (ii)

In the opinion of the directors: (f)

no contingent or other liability has become enforceable or is likely to become enforceable within the period of twelve months after (i) the end of the financial period which will or may affect the ability of the Group or of the Company to meet their obligations when they fall due; and

no item, transaction or event of a material and unusual nature has arisen in the interval between the end of the financial period and the (ii) date of this report which is likely to affect substantially the results of the operations of the Group or of the Company for the financial period in which this report is made.

siGnificant events

Significant events are disclosed in Note 35 to the financial statements.

auDitors

The auditors, Ernst & Young, have expressed their willingness to continue in office.

Signed on behalf of the Board in accordance with a resolution of the directors dated 26 February 2009.

Tan Sri dr ahmad Tajuddin ali Wan abdullah Wan ibrahimChairman Managing Director/Chief Executive Officer

84


pursuant to section 169(15) of the companies act, 1965

We, Tan Sri Dr Ahmad Tajuddin Ali and Wan Abdullah Wan Ibrahim, being two of the directors of UEM Land Holdings Berhad, do hereby state that, in the opinion of the directors, the accompanying financial statements set out on pages 88 to 143 are drawn up in accordance with the provisions of the Companies Act, 1965 and applicable Financial Reporting Standards in Malaysia so as to give a true and fair view of the financial position of the Group and of the Company as at 31 December 2008 and of the results and the cash flows of the Group and of the Company for the period then ended.

Signed on behalf of the Board in accordance with a resolution of the directors dated 26 February 2009.

Tan Sri dr ahmad Tajuddin ali Wan abdullah Wan ibrahimChairman Managing Director/Chief Executive Officer

statement by Directors

85


pursuant to section 169(16) of the companies act, 1965

I, Mohd Zakir Omar, being the officer primarily responsible for the financial management of UEM Land Holdings Berhad, do solemnly and sincerely declare that the accompanying financial statements set out on pages 88 to 143 are in my opinion correct, and I make this solemndeclaration conscientiously believing the same to be true and by virtue of the provisions of the Statutory Declarations Act, 1960.

Subscribed and solemnly declared by theabovenamed Mohd Zakir Omarat Kuala Lumpur in the Federal Territoryon 26 February 2009 Mohd Zakir omar Before me,

statutory Declaration

86


We have audited the financial statements of UEM Land Holdings Berhad, which comprise the balance sheets as at 31 December 2008 of the Group and of the Company, and the income statements, statements of changes in equity and cash flow statements of the Group and of the Company for the period then ended, and a summary of significant accounting policies and other explanatory notes, as set out on pages 88 to 143 .

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 Financial Reporting Standards and the Companies Act, 1965 in Malaysia. 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 judgment, 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 Company’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 Company’s internal control. An audit also includes evaluating the appropriateness of the 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 Financial Reporting Standards and the Companies Act, 1965 in Malaysia so as to give a true and fair view of the financial position of the Group and of the Company as at 31 December 2008 and of the financial performance and cash flows of the Group and of the Company for the period then ended.

report on other leGal anD reGulatory requirements

In accordance with the requirements of the Companies Act, 1965 in Malaysia, we also report the following:

In our opinion, the accounting and other records and the registers required by the Act to be kept by the Company and its subsidiaries (a) of which we have acted as auditors have been properly kept in accordance with the provisions of the Act.

We have considered the accounts and the auditors’ reports of all the subsidiaries of which we have not acted as auditors, which are (b) indicated in Note 38 to the financial statements.

We are satisfied that the accounts of the subsidiaries that have been consolidated with the financial statements of the Company are (c) in form and content appropriate and proper for the purposes of the preparation of the consolidated financial statements and we have received satisfactory information and explanations required by us for those purposes.

The auditors’ reports on the accounts of the subsidiaries were not subject to any qualification and did not include any comment required (d) to be made under Section 174(3) of the Act.

inDepenDent auDitors’ report to the members of uem lanD holDinGs berhaD

87


other matters

This report is made solely to the members of the Company, as a body, in accordance with Section 174 of the 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.

ernst & young ahmad Zahirudin bin abdul RahimAF: 0039 No. 2607/12/10(J)Chartered Accountants Chartered Accountant

Kuala Lumpur, Malaysia26 February 2009

88


Group company

note

1.1.2008 to

31.12.2008 rm’000

1.1.2007 to

31.12.2007rm’000

20.08.2008 to

31.12.2008rm’000

continuing operations

RevenueCost of sales

34

511,647(381,159)

1,871,548(1,360,626)

––

Gross profitOther incomeSelling and distribution expensesOther expenses

130,4882,678

(21,603)(40,704)

510,92230,634(3,570)

(81,982)

–––

(1,503)

Operating profit/(loss)Finance costsShare of result of associatesShare of result of jointly controlled entities

56

70,859(6,367)5,7415,467

456,004(594)

4,084(2,215)

(1,503)–––

Profit/(loss) before income taxIncome tax 7

75,700(631)

457,279 72,464

(1,503)–

Profit/(loss) for the year/period from continuing operations 75,069 529,743 (1,503)

Attributable to:

Equity holders of the CompanyMinority interests

74,189880

529,128 615

(1,503)–

75,069 529,743 (1,503)

Earnings per share attributable to equityholders of the Company (sen):

Basic, for profit for the year 8 3.1 24.7

Diluted, for profit for the year 8 2.4 18.5

The accompanying notes form an integral part of the financial statements.

income statementsfor the year enDeD 31 December 2008

89


Group company

note2008

rm’0002007

rm’0002008

rm’000

assetsNon-current assets

Property, plant and equipmentPrepaid land lease paymentsLand held for property developmentInvestment in subsidiariesInvestment in associates Investment in joint ventures Long term investmentsLong term receivableGoodwill Non-current depositsAmount due from subsidiary

1011121314151617182021

12,359334

1,544,300–

15,08125,211

15864,22339,223

1,418–

10,725407

1,546,824–

11,56310,586

76565,52339,223

1,418–

–––

1,254,153––––––

152,264

1,702,307 1,687,034 1,406,417

current assets

Property development costs Inventories Receivables Amount due from immediate holding company Amount due from joint ventures Amount due from associates Short term investments Short term deposits Cash and bank balances

222324251514262020

711,64435,905

447,472–

74,27227,022

76,595

26,810

564,82934,797

282,527419

24,44228,574

729,11727,274

–––––––––

Assets of disposal group classified as held for sale 91,329,727

28,518991,986

38,705––

total assets 3,060,552 2,717,725 1,406,417

balance sheetsas at 31 December 2008

90


balance sheets as at 31 December 2008 contd.

Group company

note2008

rm’0002007

rm’0002008

rm’000

equity anD liabilitiesequity attributable to equity holders of the company

Share capital Merger relief reserves Other reserves Accumulated losses

27

28

1,214,08834,33047,027

(45,290)

1,214,08834,33063,132

(126,915)

1,214,08834,330

–(1,503)

Minority interests 1,250,155

452,3801,184,635

451,5001,246,915

–

total equity 1,702,535 1,636,135 1,246,915

Non-current liabilities

BorrowingsDeferred tax liabilities

29 19

590,661 144,997

549,579 154,787

– –

735,658 704,366 –

current liabilities

ProvisionsPayablesBorrowingsAmount due to immediate holding companyTax payable

30 31 29 25

35,370 389,546

8,633 187,872

938

34,583 261,217

10,710 68,389

1,378

– 159,502

– – –

Liabilities of disposal group classified as held for sale

9

622,359–

376,277947

159,502–

Total liabilities 1,358,017 1,081,590 159,502

Total equity and liabilities 3,060,552 2,717,725 1,406,417


91


statements of chanGes in equityfor the year enDeD 31 December 2008

attributable to equity holDers of the companyminority

interests#

total

equity

non-Distributable

GROUp Note

Share capital

RM’000

Mergerrelief

reserves RM’000

OtherreservesRM’000

Accumulatedlosses

RM’000Total

RM’000 RM’000 RM’000

at 1 January 2008 1,214,088 34,330 63,132 (126,915) 1,184,635 451,500 1,636,135

Foreign currency translation differences, representing net loss recognised directly in equityProfit for the year

28(ii) ––

––

(9,113)–

–74,189

(9,113)74,189

–880

(9,113)75,069

Total recognised income and expense for the year – – (9,113) 74,189 65,076 880 65,956

Share options:– granted– transferred

–

–––

444(7,436)

–7,436

444–

––

444–

at 31 december 2008 1,214,088 34,330 47,027 (45,290) 1,250,155 452,380 1,702,535

at 1 January 2007 867,554 22,894 (90,053) (656,043) 144,352 559,293 703,645

Foreign currency translation differences, representing net gain recognised directly in equityProfit for the year

––

––

354–

–529,128

354529,128

–615

354529,743

Total recognised income and expense for the year – – 354 529,128 529,482 615 530,097

Issue of ordinary sharesNet accretion of interest in subsidiaryShare options granted under EES

346,534

–

–

11,436

–

–

147,363

–

5,468

–

–

–

505,333

–

5,468

–

(108,408)

–

505,333

(108,408)

5,468

at 31 december 2007 1,214,088 34,330 63,132 (126,915) 1,184,635 451,500 1,636,135

# Included in the minority interests is the Redeemable Convertible Preference Shares held by UEM Group Berhad amounting to RM450 million, details of which are disclosed in Note 29.

92


statements of chanGes in equity for the year enDeD 31 December 2008 contd.

non-Distributable

COMpANY

Share capital

RM’000

Mergerrelief

reserves RM’000

Accumulatedlosses

RM’000

Totalequity

RM’000

at date of incorporation * – – –

Loss for the period, representing total recognised income and expense for the period

–

–

(1,503)

(1,503)

Issue of ordinary shares (Note 27) 1,214,088 34,330 @ – 1,248,418

at 31 december 2008 1,214,088 34,330 (1,503) 1,246,915

* The Company was incorporated on 20 August 2008 with an issued and paid up capital of RM2 represented by 4 ordinary shares of RM0.50 each.

@ Net of expenses incurred in relation to the issue of ordinary shares.


93


cash flowstatementsfor the year enDeD 31 December 2008

Group company

1.1.2008 to

31.12.2008 rm’000

1.1.2007 to

31.12.2007rm’000

20.08.2008 to

31.12.2008rm’000

cash flows from operating activities

Cash receipts from customersRepayment from previous immediate holding companyReceipts from other related partiesReceipts from joint venturesCash payments to suppliersCash payments to contractorsCash payments for land and development related costsCash payments to other related partiesCash payments to employees and for expenses

265,656–

16,865125,466(26,983)

(142,867)(160,689)

(26,771)(71,309)

211,111114,452

1,452,168–

(6,116)(236,085)(112,048)

(7,468)(45,875)

–––––––––

Cash (used in)/generated from operationsNet income tax paidInterest receivedNet cash used in discontinued operations

(20,632)(32,540)

1,198(676)

1,370,139(25,898)

3,760–

––––

Net cash (used in)/generated from operating activities (52,650) 1,348,001 –

cash flows from investing activities

Dividend received from associate Proceeds from disposals of: – property, plant and equipment – long term investmentsPurchase of property, plant and equipment Equity contribution to joint venture Investment in land held for property development Investment in joint venture entities

2,250

5450

(3,816)(50,000)(23,285)(11,539)

2,250

457

(2,468)–

(13,061)(5,500)

––––––––

Net cash used in investing activities (85,935) (18,718) –

cash flows from financing activities

Proceeds from issuance of ordinary shares Drawdown of bridging loan Advance from immediate holding company Redemption of SPV Bond Transfer to deposits held in trust and reserve accounts

– –

117,000––

505,3331,841

63,000(1,935,710)

(397)

– ––––

Net cash generated from/(used in) financing activities 117,000 (1,365,933) –

Net decrease in cash and cash equivalents (21,585) (36,650) –

Effects of foreign exchange rate changesCash and cash equivalents at beginning of year/period

(235)46,639

–83,289

– –

cash anD cash equivalents at enD of year/perioD (note 20)

24,819

46,639

–


94


corporate information (1)

The Company was incorporated on 20 August 2008 pursuant to the Restructuring Scheme of UEM World with details as disclosed in Note 35(a), which resulted the Company became the holding company of UEMLB and its group of companies. The Company is a public limited liability company, incorporated and domiciled in Malaysia. The registered office of the Company is located at 19-2 Mercu UEM, Jalan Stesen Sentral 5, Kuala Lumpur Sentral, 50470 Kuala Lumpur and the principal place of business is at 16-1 Mercu UEM, Jalan Stesen Sentral 5, Kuala Lumpur Sentral, 50470 Kuala Lumpur. The principal activity of the Company is investment holding. The principal activities of the subsidiaries are property development, turnkey development and construction, land trading, property investment, project procurement and management and investment holding. There have been no significant changes in the nature of the principal activities during the financial period. The immediate holding company of the Company is UEM and the ultimate holding company is Khazanah Nasional Berhad ("Khazanah"), both of which are incorporated in Malaysia. The financial statements were authorised for issue by the Board of Directors in accordance with a resolution of the directors on 26 February 2009.

siGnificant accountinG policies (2)

2.1 basis of preparation

The financial statements of the Group and of the Company are prepared under the historical cost convention, unless otherwise disclosed in the summary of significant accounting policies below, and comply with applicable Financial Reporting Standards in Malaysia. The financial statements are presented in Ringgit Malaysia (RM) and all values are rounded to the nearest thousand (RM’000) except where otherwise indicated.

2.2 Summary of significant accounting policies

basis of consolidation (a)

Subsidiaries(i)

Subsidiaries are entities over which the Group has the ability to control 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 has such power over another entity. In the Company’s separate financial statements, investments in subsidiaries are stated at cost less impairment losses. On disposal of such investments, the difference between net disposal proceeds and their carrying amounts is included in profit or loss.

Basis of consolidation(ii)

The consolidated financial statements incorporate the financial statements of the Company for the period from the date of incorporation, 20 August 2008 to 31 December 2008 and of the subsidiaries for the year ended 31 December 2008. The subsidiaries are indicated in Note 38 to the financial statements. Pursuant to the Restructuring Scheme, the Company was introduced as a new parent company. The introduction of the Company constitutes a Group reconstruction and has been accounted for using merger accounting principles as the combination of the companies meet the relevant criteria for merger, thus depicting the combination of those entities as if they have been in the combination for the current and previous financial years. Business combinations involving entities under common control are accounted for by applying the merger accounting method. The assets and liabilities of the combining entities are reflected at their carrying amounts reported in the consolidated financial statements of the controlling holding company. Any difference between the consideration paid

notes tothe financial statements 31 December 2008

95


and the share capital of the ‘acquired’ entity is reflected within equity as merger reserve/deficit. The income statement reflects the results of the combining entities for the full year, irrespective of when the combination takes place. Comparatives are presented as if the entities had always been combined since the date the entities had come under common control.

For other subsidiaries, they are consolidated from the date of acquisition, being the date on which the Group obtains control, and continue to be consolidated until the date that such control ceases. In preparing the consolidated financial statements, intragroup balances, transactions and unrealised gains or losses are eliminated in full. Uniform accounting policies are adopted in the consolidated financial statements for transactions and events in similar circumstances. Acquisitions of subsidiaries are accounted for using the purchase method. The purchase method of accounting involves allocating the cost of the acquisition to the fair value of the assets acquired and liabilities and contingent liabilities assumed at the date of acquisition. The cost of an acquisition is measured as the aggregate of the fair values, at the date of exchange, of the assets given, liabilities incurred or assumed, and equity instruments issued, plus any costs directly attributable to the acquisition. Any excess of the cost of the acquisition over the Group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities represents goodwill. Any excess of the Group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities over the cost of acquisition is recognised immediately in profit or loss. Minority interests represent the portion of profit or loss and net assets in subsidiaries not held by the Group. It is measured at the minorities’ share of the fair value of the subsidiaries’ identifiable assets and liabilities at the acquisition date and the minorities’ share of changes in the subsidiaries’ equity since then.

Associates (iii) Associates are entities in which the Group has significant influence and that is neither a subsidiary nor an interest in a joint venture. Significant influence is the power to participate in the financial and operating policy decisions of the investee but not in control or joint control over those policies. Investments in associates are accounted for in the consolidated financial statements using the equity method of accounting. Under the equity method, the investment in associate is carried in the consolidated balance sheet at cost adjusted for post-acquisition changes in the Group’s share of net assets of the associate. The Group’s share of the net profit or loss of the associate is recognised in the consolidated profit or loss. Where there has been a change recognised directly in the equity of the associate, the Group recognises its share of such changes. In applying the equity method, unrealised gains and losses on transactions between the Group and the associate are eliminated to the extent of the Group’s interest in the associate. After application of the equity method, the Group determines whether it is necessary to recognise any additional impairment loss with respect to the Group’s net investment in the associate.The associate is equity accounted for from the date the Group obtains significant influence until the date the Group ceases to have significant influence over the associate. When the Group’s share of losses in an associate equals or exceeds its interest in the associate, including any long-term interests that, in substance, form part of the Group’s net investment in the associates, the Group does not recognise further losses, unless it has incurred obligations or made payments on behalf of the associate.

siGnificant accountinG policies (contD.) (2)

2.2 Summary of significant accounting policies (contd.)

basis of consolidation (contd.) (a)

Basis of consolidation (Contd.)(ii)

96


Goodwill relating to an associate is included in the carrying amount of the investment and is not amortised. Any excess of the Group’s share of the net fair value of the associate’s identifiable assets, liabilities and contingent liabilities over the cost of the investment is excluded from the carrying amount of the investment and is instead included as income in the determination of the Group’s share of the associate’s profit or loss in the period in which the investment is acquired.

The most recent available audited financial statements or management financial statements of the associates are used by the Group in applying the equity method. Where the dates of the audited financial statements used are not co-terminous with those of the Group, the share of results is arrived at from the audited financial statements available or management financial statements to the end of the accounting period. Uniform accounting polices are adopted for transactions and events in similar circumstances.

In the Company’s separate financial statements, investments in associates are stated at cost less impairment losses. On disposal of such investments, the difference between net disposal proceeds and their carrying amounts is included in profit or loss.

Joint Ventures (iv) Joint ventures are contractual arrangements whereby two or more parties undertake an economic activity that is subject to joint control, and a jointly controlled entity is a joint venture that involves the establishment of a separate entity in which each venturer has an interest. Investments in joint ventures are accounted for in the consolidated financial statements using the equity method of accounting as described in Note 2.2(a)(iii). In the Company’s separate financial statements, investments in joint ventures are stated at cost less impairment losses. On disposal of such investments, the difference between net disposal proceeds and their carrying amounts is included in profit or loss.

Goodwill (b) Goodwill acquired in a business combination is capitalised as an asset and is initially measured at cost. Following the initial recognition, goodwill is measured at cost less any accumulated impairment losses. The policy for the recognition and measurement of impairment losses is in accordance with Note 2.2(m). Any impairment losses recognised for goodwill shall not be reversed in a subsequent period.

Property, plant and equipment and depreciation (c) All items of property, plant and equipment are initially recorded 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 economic 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 derecognised. All other repairs and maintenance are charged to the income statement during the financial year in which they are incurred. Subsequent to recognition, property, plant and equipment are stated at cost less accumulated depreciation and any accumulated impairment losses.

notes to the financial statements 31 December 2008

siGnificant accountinG policies (contD.)(2)


basis of consolidation (contd.)(a)

Associates (Contd.) (iii)

97


Depreciation of property, plant and equipment is provided on a straight-line basis to write off the cost of each asset to its residual value over the estimated useful life, at the following annual rates: Freehold land and building 2% Renovation 5% - 10% Motor vehicles 25% Others 10% - 50% An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the income statement in the year the asset is derecognised. The assets’ residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each financial year-end. Upon the disposal of an item of property, plant and equipment, the difference between the net disposal proceeds and the carrying amount is charged or credited to the income statement.

cash flow statement and consolidated cash flow statement (d) The cash flow statement and consolidated cash flow statement classify movements in cash and cash equivalents according to operating, investing and financing activities. The Group and the Company do not consider any of its assets other than fixed deposits with licensed financial institutions, cash and bank balances reduced by bank overdrafts as meeting the definition of cash and cash equivalents.

Land held for property development and property development costs (e) Land held for property development consists of land where no development activity has been carried out or where development activities are not expected to be completed within the normal operating cycle. Land held for property development is classified within non-current assets and is stated at cost less impairment losses. Cost consists of land and development expenditure which include borrowing costs relating to the financing of the land and development. The policy for the recognition and measurement of impairment losses is in accordance with Note 2.2(m). Profit on sale of land held for property development is recognised only when it is probable that the economic benefits associated with the transaction will flow to the Group. Property development costs are those assets on which significant works have been undertaken and are expected to be completed within the normal operating cycle. Property development costs are stated at cost. Cost consists of land and development expenditure. Development expenditure includes borrowing costs relating to the financing of the land and development. Profit on sale of property development costs is recognised when the outcome of the contract can be reasonably estimated using the percentage of completion method to the extent of total sales value of units sold. The percentage of completion is based on total cost incurred to date over total estimated cost of the project. Provision is made for all foreseeable losses on property development costs.

The excess of revenue recognised in the income statement over billings to purchasers is classified as accrued billings within trade receivables and the excess of billings to purchasers over revenue recognised in the income statement is classified as progress billings within payables.



Property, plant and equipment and depreciation (contd.)(c)

98


construction and turnkey development contracts (f) Where the outcome of construction and turnkey development contracts can be reliably estimated, contract revenue and contract costs are recognised as revenue and expenses respectively by using the stage of completion method. The stage of completion is measured by reference to the proportion of contract costs incurred for work performed to date to the estimated total contract costs. Where the outcome of construction and turnkey development contracts cannot be reliably estimated, contract revenue is recognised to the extent of contract costs incurred that it is probable will be recoverable. Contract costs are recognised as expenses in the period in which they are incurred. When it is probable that total contract costs will exceed total contract revenue, the expected loss is recognised as an expense immediately. When the total of costs incurred on construction and turnkey development contracts plus, recognised profits (less recognised losses), exceeds progress billings, the balance is classified as amount due from customers on contracts. When progress billings exceed costs incurred plus, recognised profits (less recognised losses), the balance is classified as amount due to customers on contracts.

Provisions (g) Provisions are recognised when the Group has a present obligation as a result of a past event and it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and 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 the time value of money is material, the amount of a provision is the present value of the expenditure expected to be required to settle the obligation.

inventories (h) Completed properties held for sale are stated at the lower of cost and net realisable value. Cost is determined on the specific identification basis and includes cost of land, construction and appropriate development overheads. Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale.

income tax (i) Income tax on the profit or loss for the year/period comprises current and deferred tax. Current tax is the expected amount of income taxes payable in respect of the taxable profit for the year/period and is measured using the tax rates that have been enacted at the balance sheet date. Deferred tax is provided for, using the liability method. In principle, deferred tax liabilities are recognised for all taxable temporary differences and deferred tax assets are recognised for all deductible temporary differences, unused tax losses and unused tax credits to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, unused tax losses and unused tax credits can be utilised. Deferred tax is not recognised if the temporary difference arises from goodwill or from the initial recognition of an asset or liability in a transaction which is not a business combination and at the time of the transaction, affects neither accounting profit nor taxable profit.




99


Deferred tax is measured at the tax rates that are expected to apply in the period when the asset is realised or the liability is settled, based on tax rates that have been enacted or substantively enacted at the balance sheet date. Deferred tax is recognised as income or an expense and included in the profit or loss for the period, except when it arises from a transaction which is recognised directly in equity, in which case the deferred tax is also recognised directly in equity, or when it arises from a business combination that is an acquisition, in which case the deferred tax is included in the resulting goodwill or the amount of any excess of the acquirer’s interest is the net fair value of the acquiree’s identifiable assets, liabilities and contingent liabilities over the cost of the combination.

employee benefits(j)

Short term benefits (i) Wages, salaries, bonuses and social security contributions are recognised as an expense in the period in which the associated services are rendered by employees of the Group. Short term accumulating compensated absences such as paid annual leave are recognised when services are rendered by employees that increase their entitlement to future compensated absences, and short term non-accumulating compensated absences such as sick leave are recognised when the absences occur.

Defined contribution plan (ii) 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 employee benefits relating to employee services in the current and preceding financial years. Such contributions are recognised as an expense in the profit or loss as incurred. As required by law, companies in Malaysia make such contributions to the Employees Provident Fund (“EPF”). Some of the Group’s foreign subsidiaries also make contributions to their respective countries’ statutory pension schemes.

Equity-settled share-based payment transactions with employees (iii) UEM undertakes an Employee Equity Scheme ("EES") whereby employees (including senior executives) of the Group receive part of their remuneration in the form of share-based payment transaction, entitlement to the EES Shares ("equity-settled transactions"). The cost of equity-settled transactions with employees is measured by reference to the fair value of the options at the date at which they are granted. This cost is recognised as an employee cost in the income statement, together with a corresponding increase in equity, over the period in which the performance and/or service conditions are fulfilled, ending on the date on which the relevant employees become fully entitled to the award ("the vesting date"). No expense is recognised for awards that do not ultimately vest. Where vesting is conditional upon a market condition, it is treated as vesting irrespective of whether or not the market condition is satisfied, provided that all other performance conditions are satisfied. Upon expiry of EES on 22 October 2008, the balance of share based payment reserves were transferred to accumulated losses.

foreign currencies (k) The individual financial statements of each entity in the Group are measured using the currency of the primary economic environment in which the entity operates (“the functional currency”). The consolidated financial statements are presented in Ringgit Malaysia (RM), which is also the Company’s functional currency.



income tax (contd.)(i)

100


In preparing the financial statements of the individual entities, transactions in currencies other than the entity’s functional currency (foreign currencies) are recorded in the functional currencies using the exchange rates prevailing at the dates of the transactions. At each balance sheet date, monetary items denominated in foreign currencies are translated at the rates prevailing on the balance sheet date. Non-monetary items carried at fair value that are denominated in foreign currencies are translated at the rates prevailing on the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not translated. Exchange differences arising on the settlement of monetary items, and on the translation of monetary items, are included in profit or loss for the period except for exchange differences arising on monetary items that form part of the Group’s net investment in foreign operation. Exchange differences arising on monetary items that form part of the Group’s net investment in foreign operation, where that monetary item is denominated in either the functional currency of the reporting entity or the foreign operation, are initially taken directly to the foreign currency translation reserve within equity until the disposal of the foreign operations, at which time they are recognised in profit or loss. Exchange differences arising on monetary items that form part of the Group’s net investment in foreign operation, where that monetary item is denominated in a currency other than the functional currency of either the reporting entity or the foreign operation, are recognised in profit or loss for the period. Exchange differences arising on monetary items that form part of the Company’s net investment in foreign operation, regardless of the currency of the monetary item, are recognised in profit or loss in the Company’s financial statements or the individual financial statements of the foreign operation, as appropriate. Exchange differences arising on the translation of non-monetary items carried at fair value are included in profit or loss for the period except for the differences arising on the translation of non-monetary items in respect of which gains and losses are recognised directly in equity. Exchange differences arising from such non-monetary items are also recognised directly in equity.

Revenue recognition (l) Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. The following specific recognition criteria must also be met before revenue is recognised:

Property development (i)

Sale of developed land (a) Sale of developed land is recognised only when it is probable that the economic benefits associated with the transactions will flow to the Group.

construction and turnkey development contracts (b) Revenue from construction and turnkey development contracts are accounted for using the percentage of completion method as described in Note 2.2(f) above.

Sale of development properties (c) Revenue from sale of development properties classified as property development costs is accounted for by the percentage of completion method. The percentage of completion is determined by reference to the costs incurred to date to the total estimated costs where the outcome of the projects can be reliably estimated.

Sale of completed development properties (d) Sale of completed development properties is recognised only when it is probable that the economic benefits associated with the transactions will flow to the Group.




foreign currencies (contd.) (k)

101


Strategic land sales (ii) Contracts for strategic land sales are recognised only when it is probable that the economic benefits associated with the transactions will flow to the Group.

interest (iii) Interest income is recognised on an accrual basis. Where recoverability is uncertain, interest income will be recognised on a receipt basis.

dividends (iv) Dividends from subsidiaries, associates and other investments are included in the income statement when the shareholders’ right to receive payment has been established.

impairment of assets (m) The carrying amount of the Group’s and the Company’s assets are reviewed at each balance sheet reporting date to determine whether there is any indication of impairment. Intangible asset with indefinite useful lives such as goodwill is tested for impairment annually at financial year-end or more frequently if events or changes in circumstances indicate that the carrying value may be impaired either individually or at the cash-generating unit level. The carrying value of development costs is reviewed for impairment annually when the asset is not yet in use or more frequently when an indication of impairment arises during the reporting year. If any such indication exist, or when annual impairment testing for an asset is required, the recoverable amount is estimated and an impairment loss is recognised whenever the recoverable amount of the asset or a cash-generating unit is less than its carrying amount. The recoverable amount of an asset or a cash-generating unit is the higher of its fair value less costs to sell and its value in use. In assessing value in use, the estimated future cash flow are discounted to their present value using pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. Impairment losses of continuing operations are recognised in the income statement in those expense categories consistent with the function of the impaired asset. The impairment loss is recognised in the income statement immediately except for the impairment on a revalued asset where the impairment loss is recognised directly against the revaluation surplus account to the extent of the surplus credited from the previous revaluation for the same asset, with the excess of the impairment loss charged to the income statement. All reversals of impairment losses are recognised as income immediately in the income statement except for the reversal of an impairment loss on a revalued asset where the reversal of the impairment loss is treated as a revaluation increase and credited to the revaluation surplus account of the same asset. An impairment loss is reversed if there has been a change in estimates used to determine the recoverable amount. An impairment loss is only reversed to the extent that the carrying amount of the assets does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment had been recognised.

financial instruments (n) Financial instruments are recognised in the balance sheet when the Group has become a party to the contractual provisions of the instrument.



Revenue recognition (contd.) (l)

102


Financial instruments are classified as liabilities or equity in accordance with the substance of the contractual arrangement. Interest, dividends, gains and losses relating to a financial instrument classified as a liability, are reported as expense or income. Distributions to holders of financial instruments classified as equity are charged directly to equity. Financial instruments are offset when the Group has a legally enforceable right to offset and intends to settle either on a net basis or to realise the asset and settle the liability simultaneously.

other non-current investments (i) Non-current investments other than investments in subsidiaries, associates and joint ventures are stated at cost less accumulated impairment losses. The policy for the recognition and measurement of impairment losses is in accordance with Note 2.2(m). On disposal of an investment, the difference between net disposal proceeds and the carrying amount is charged or credited to the income statement.

Short term investments (ii) Short term investments are stated at the lower of cost and market value. Increases or decreases in the carrying amount of investments are credited or charged to the income statement. On disposal of an investment, the difference between net disposal proceeds and the carrying amount is charged or credited to the income statement.

Receivables (iii) Receivables are carried at anticipated realisable values. Bad debts are written off when identified. An estimate is made for doubtful debt based on a review of all outstanding amounts as at the balance sheet date.

Payables (iv) Payables are stated at cost which is the fair value of the consideration to be paid in the future for goods and services received.

interest-bearing borrowings (v) Interest-bearing loans and overdrafts are initially recognised at the fair value of the consideration received less direct attributable transaction costs. After initial recognition, interest bearing borrowings are subsequently measured at amortised cost using the effective interest method.

equity instruments(vi) Ordinary shares are classified as equity. Dividends on ordinary shares are recognised in equity in the period in which they are approved and declared.

Project development costs (o) Project development costs are recognised as an expense except that costs incurred on an individual development project are recognised as development asset to the extent that such expenditure is expected to generate future economic benefits. Development costs are only recognised as an asset when it is probable that future economic benefits will be realised as a result of the specific expenditure and the costs can be measured reliably.




financial instruments (contd.) (n)

103


Following the initial recognition of the development expenditure, the asset is carried at cost less any accumulated impairment losses. The policy for the recognition and measurement of impairment losses is in accordance with Note 2.2(m) except that impairment losses are not written back even if there are changes to circumstances or events that led to the impairment. Development costs are derecognised when they are disposed of or when no future economic benefit is expected from the disposal. Development expenditure that has been capitalised is expensed off over the period of expected future sales from the related project.

disposal group held for sale (p) Disposal group is classified as held for sale if its carrying amount will be recovered principally through a sale transaction rather than through continuing use. This condition is regarded as met only when the sale is highly probable and the disposal group is available for immediate sale in its present condition subject only to terms that are usual and customary. Immediately before classification as held for sale, the measurement of all the assets and liabilities in a disposal group is brought up-to-date in accordance with applicable FRS 5. Then, on initial classification as held for sale, disposal group are measured in accordance with FRS 5 that is at the lower of carrying amount and fair value less costs to sell. Any differences are included in income statement.

Prepaid land lease payments (q) Prepaid land lease payments are accounted for as operating leases where substantially all the rewards and risk of ownership of assets remain with the lessor. Prepaid land lease payments under operating leases are initially stated at cost and subsequently recognised on a straight-line basis over the lease terms.

2.3 changes in accounting policies and effects arising from adoption of new fRS and ic interpretation

adoption of ic interpretation (a) On 1 January 2008/date of incorporation, the Group and the Company adopted the following applicable IC Interpretation: IC Interpretation 8 Scope of FRS 2 The adoption of the above interpretation does not result in significant changes to the accounting policies and does not have significant financial impact on the Group and on the Company.

Standards and interpretations in issue but not yet effective (b)

frs, amenDment to frs anD interpretations

effective for financial perioDs beGinninG on or after

FRS 7: Financial Instruments: DisclosuresFRS 8: Operating SegmentsFRS 139: Financial Instruments: Recognition and MeasurementIC Interpretation 9: Reassessment of Embedded DerivativesIC Interpretation 10: Interim Financial Reporting and Impairment

1 January 2010 1 July 2009

1 January 2010 1 January 2010 1 January 2010

The new FRS and Interpretations above are expected to have no significant impact on the financial statements of the Group and the Company upon their initial application except for the changes in disclosures arising from the adoption of FRS 7 and FRS 8.



Project development costs (contd.) (o)

104


The Group and the Company are exempted from disclosing the possible impact, if any, to the financial statements upon the initial application of FRS 139.

2.4 critical judgements and accounting estimates Judgements, estimates and assumptions concerning the future are made in the preparation of the financial statements. They affect the application of the Group’s accounting policies, reported amounts of assets, liabilities, income and expenses, and disclosures made. They are assessed on an on-going basis and are based on experience and relevant factors, including expectations of future events that are believed to be reasonable under the circumstances.

Key sources of estimation uncertainty (a)

impairment of goodwill (i) The Group determines whether goodwill is impaired at least on an annual basis. This requires an estimation of the value-in-use of the cash-generating units to which the goodwill is allocated. Estimating the value-in-use requires the Group to make an estimate of the expected future cash flows from the cash-generating unit and also to apply a suitable discount rate in order to calculate the present value of those cash flows. The carrying amount of the Group’s goodwill as at 31 December 2008 was RM39,223,000 (2007: RM39,223,000). Further details on goodwill are disclosed in Note 18.

Property development costs, construction and turnkey development contracts (ii) The Group recognises property development, construction and turnkey development contracts revenue and expenses in the income statement using the stage of completion method. The stage of completion is determined by reference to the proportion of costs incurred for the work performed to date to the estimated total costs where the outcome of the projects can be reliably estimated. Significant judgement is required in determining the stage of completion, the extent of the costs incurred and the estimated total revenue and costs, as well as recoverability of the property development, construction and turnkey development contracts projects. In making the judgement, the Group evaluates based on past experience, external economic factors and by relying on the work of specialists. Details of the property development costs and construction and turnkey development contracts are disclosed in Note 22 and Note 24 (ii) respectively.

depreciation of property, plant and equipment (iii) The cost of property, plant and equipment is depreciated on a straight-line basis over the assets’ useful lives. Management estimates the useful lives of these plant, machinery and equipment to be within 2 to 50 years. These are common life expectancies applied in the industry. Changes in the expected level of usage and technological development could impact the economic useful lives and the residual values of these assets, therefore future depreciation charges could be revised.

income taxes (iv) Judgement is involved in determining the provision for income taxes. There are certain transactions and computations for which the ultimate tax determination is uncertain during the ordinary course of business. The Group recognises liabilities for expected tax based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that were initially recognised, such differences will impact the income tax and deferred tax provisions in the period in which such determination is made.

siGnificant accountinG policies (contD.)(2)

2.3 changes in accounting policies and effects arising from adoption of new fRS and ic interpretation (contd.)

Standards and interpretations in issue but not yet effective (contd.) (b)


105


revenue (3)

Group company

1.1.2008 to

31.12.2008 rm’000

1.1.2007 to

31.12.2007rm’000

20.08.2008 to

31.12.2008rm’000

Property development:

– Sale of developed land– Turnkey development contracts– Sale of development properties

242,49994,88086,789

52,864223,784106,312

–––

Strategic land salesHarvesting and leasing income

424,16881,466

6,013

382,9601,482,652

5,936

–––

511,647 1,871,548 –

cost of sales (4) Cost of sales represents the proportion of cost of land sold, development properties and turnkey development contracts.

106


operatinG profit/(loss) (5) (a) The following amounts have been included in arriving at operating profit/(loss):

Group company

note

1.1.2008 to

31.12.2008 rm’000

1.1.2007 to

31.12.2007rm’000

20.08.2008 to

31.12.2008rm’000

Impairment loss on investment– associates– long term investments

–

607

12,856

–

– –

Allowance for doubtful debts– long term receivable– due from related parties– due from associates– others

1,300

5811220

10,538

–––

––––

Bad debts written off– due from related parties– due from associates– others

81

3,980

––

10,671

–––

Rental expenses of– land and building– equipment

703196

533247

––

Auditors’ remuneration– Statutory audit– Special audit

297231

246101

50

–

Depreciation of property, plant and equipmentAmortisation of prepaid land lease paymentsLoss on foreign exchangeDirectors’ remunerationStaff costsLoss on disposal of property, plant and equipmentWrite back of allowance for doubtful debtsRecovery of long term investment written offImpairment of inventories

(i)(ii)

2,15324

–2,641

17,5623

(5,258)(450)

–

1,69824

21,742

20,180–

(27,757)–

2,507

–––

103–––––

Interest income from:– deposits with licensed banks– UEM World

(1,198)

–

(3,760)

(317)

––

Gain on disposal of:– subsidiary– investment

––

(254)

(23)

––


107


operatinG profit/(loss) (contD.) (5) (a) The following amounts have been included in arriving at operating profit/(loss): (Contd.)

Group company

1.1.2008 to

31.12.2008 rm’000

1.1.2007 to

31.12.2007rm’000

20.08.2008 to

31.12.2008rm’000

Directors’ remuneration(i)

directors of the company

Executive:Salary and other emolumentsBenefits-in-kind

1,016129

1,625–

––

1,145 1,625 –

Non-executive:FeesOther emoluments

25223

1089

9013

275 117 103

other directors of subsidiaries

Executive:Salary and other emolumentsBenefits-in-kind

1,350

161––

––

1,511 – –

2,931 1,742 103

Analysis of total directors’ remunerationexcluding benefits-in-kind:– executive– non-executive

2,366275

1,625117

–103

Total directors’ remuneration excluding benefits-in-kind

2,641

1,742

103

The number of directors of the Company whose total remuneration during the financial period fell within the following bands is analysed below:

number of Directors 2008

Executive directors:

RM800,001-RM900,000RM900,001-RM1,000,000RM1,000,001-RM1,100,000RM1,100,001-RM1,200,000

–––1

Non-executive directors:

RM50,000 and below 5

108


operatinG profit/(loss) (contD.)(5)

(a) The following amounts have been included in arriving at operating profit/(loss): (Contd.)

Group

1.1.2008 to

31.12.2008 rm’000

1.1.2007 to

31.12.2007rm’000

Staff costs(ii)

Wages and salaries Statutory contribution to EPF and social security costs Staff benefits and welfare Training and others Cost of share options

12,9262,0356,2731,407

416

9,6901,6454,243

6265,219

23,057 21,423

Capitalised to:Land held for property development (Note 12) Property development costs (Note 22)

(1,309)(4,186)

(975)(268)

17,562 20,180

finance costs(6)

Group

1.1.2008 to

31.12.2008 rm’000

1.1.2007 to

31.12.2007rm’000

Finance costs incurred and accrued during the year/period on:

– term loan– bridging loan– bank overdraft– shareholder’s advances

41,082216733

8,433

38,214136274185

50,464 38,809

Capitalised to:– land held for property development (Note 12)– property development costs (Note 22)

(32,963)(11,134)

(30,931)(7,284)

(44,097) (38,215)

6,367 594


109


income tax(7)

Group company

1.1.2008 to

31.12.2008 rm’000

1.1.2007 to

31.12.2007rm’000

20.08.2008 to

31.12.2008rm’000

continuing operations

Malaysian income tax: Current year Underprovision in prior years

7,2173,204

15,599752

––

10,421 16,351

Deferred tax (Note 19): Relating to origination and reversal of temporary differencesEffect on opening deferred tax of reduction in Malaysian income tax rateUnder/(over) provision of deferred tax in prior year

(7,962)(2,791)

963

(71,753)(2,829)

(14,233)

–––

(9,790) (88,815) –

total income tax expense 631 (72,464) –

Domestic income tax is calculated at the Malaysian statutory tax rate of 26% (2007: 27%) of the estimated assessable profit for the year/period. The domestic statutory tax rate will be reduced to 25% from the current year’s rate of 26%, effective year of assessment 2009. The computation of deferred tax as at 31 December 2008 has reflected these changes. Taxation for other jurisdictions is calculated at the rates prevailing in the respective jurisdictions. There are no tax charges for the Company as it is in a tax loss position. A reconciliation of income tax expense applicable to profit/(loss) before tax at the statutory income tax rate to income tax expense at the effective income tax rate of the Group and of the Company is as follows:

Group company

1.1.2008 to

31.12.2008 rm’000

1.1.2007 to

31.12.2007rm’000

20.08.2008 to

31.12.2008rm’000

Profit/(loss) before tax 75,700 457,279 (1,503)

Taxation at Malaysian statutory tax rate of 26% (2007: 27%) Effect of different tax rates Income not subject to tax Expenses not deductible for tax purposes Deferred tax recognised at different tax rate Utilisation of previously unrecognised tax losses and unabsorbed capital allowanceDeferred tax assets not recognised during the yearTax effect on share of associate’s resultsUnderprovision of tax expense in prior years Under/(over) provision of deferred tax in prior years

19,682(3)

(2,227)1,296

(2,791)

(17,084)505

(2,914)3,204

963

123,465(105)

(283,479)1,668

(2,829)

(2,066)104,868

(505)752

(14,233)

(391)––

391–

–––––

Tax expense for the year/period 631 (72,464) –

110


earninGs per share(8)

basic (a) Basic earnings per share amounts are calculated by dividing profit for the year attributable to ordinary equity holders of the Company by the weighted average number of ordinary shares in issue during the financial period held by the Company, which included the assumed issuance of the MCRPS, which was issued subsequent to financial year end, as disclosed in Note 35(d).

Group

2008 2007

Profit for the year attributable to ordinary equity holders of the Company (RM’000) 74,189 529,128

Weighted average number of ordinary shares in issue (’000) 2,428,177 2,141,455

Basic earnings per share (sen) 3.1 24.7

diluted (b) For the purpose of calculating diluted earnings per share, the profit for the year attributable to ordinary equity holders of the Company and the weighted average number of ordinary shares in issue during the financial year have been adjusted for the dilutive effects of all potential ordinary shares.

Group

2008 rm’000

2007 rm’000

Profit for the year attributable to ordinary equity holders of the Company 74,189 529,128

Profit for the year of subsidiaries attributable to minority interests arising from dilutive impact of unexercised options

(16,719)

(133,012)

Profit for the year attributable to ordinary equity holders of the Company including assumed conversion

57,470

396,116

Weighted average number of ordinary shares in issue (’000) 2,436,795 2,141,455

Diluted earnings per share (sen) 2.4 18.5


111


Disposal Group classifieD as helD for sale (9) Renong Overseas Corporation Sdn Bhd (“ROC”), a wholly-owned subsidiary of the Company, entered into an agreement to dispose of its entire interests in Renong Overseas Corporation S.A. (Proprietary) Limited (“ROCSA”) on 1 February 2006. This agreement has since lapsed. On 8 January 2007, ROC entered into an agreement with Bonatla Property Holdings Ltd ("Bonatla") to dispose of its interest in ROCSA for a cash consideration of Rand 150,000,000 (equivalent to approximately RM55.1 million (2007: RM71.1 million)) and the disposal is currently pending fulfillment of certain conditions precedent. During the financial year, Vullindlela Holdings (Pty) Limited has jointly with Vullindlela Investments (Pty) Limited (“Applicants”) filed an interlocutory proceedings in the High Court of South Africa, Durban and Coast Local Division against ROC, a wholly-owned subsidiary of the Company. The Applicants are companies incorporated in South Africa and hold direct and indirect interest in ROC-Union (Pty) Ltd, a subsidiary of ROCSA, which in turn is a wholly owned subsidiary of ROC. The Applicants are requesting for a relief to injunct ROC from completing its sale of shares in ROCSA to Bonatla and/or its nominee, N. Georgiou Trust. ROCSA and Vullindlela Investments (Pty) Limited respectively hold 80.4% and 19.6% equity interests in ROC-Union (Pty) Ltd. Save for the above, ROC remains committed in the sale transaction and are currently in negotiation with the Applicants for an out of court settlement. The major classes of assets and liabilities of the investment classified as held for sale on the consolidated balance sheet as at 31 December 2008 are as follows:

Group

2008 rm’000

2007 rm’000

Assets: Property, plant and equipment Investment in associates Receivables Cash and bank balances (Note 20)

6

28,359 106

47

13

37,584 150 958

Assets of disposal group classified as held for sale 28,518 38,705

Liability, representing liabilities of disposal group classified as held for sale: Payables – (947)

Net assets attributable to discontinued operations 28,518 37,758

112


property, plant anD equipment (10)

Group

freehold land

rm’000

freehold building rm’000

renovationrm’000

motorvehiclesrm’000

othersrm’000

totalrm’000

at 31 december 2008

Net carrying amount at 1 January 2008 Currency translation differences AdditionsDisposalsDepreciation charge

300––––

4,396–

87–

(91)

263–––

(32)

142(2)

1,156–

(96)

5,624(19)

2,573(8)

(1,934)

10,725(21)

3,816(8)

(2,153)

Net carrying amount at 31 December 2008 300 4,392 231 1,200 6,236 12,359

CostAccumulated depreciation

300 –

4,667(275)

318(87)

2,899(1,699)

13,831(7,595)

22,015(9,656)

Net carrying amount 300 4,392 231 1,200 6,236 12,359

at 31 december 2007

Net carrying amount at 1 January 2007 Currency translation differences AdditionsDisposalsDepreciation charge

300––––

4,463–

24–

(91)

278–

17–

(32)

2193––

(80)

4,724(28)

2,427(4)

(1,495)

9,984(25)

2,468(4)

(1,698)

Net carrying amount at 31 December 2007 300 4,396 263 142 5,624 10,725

CostAccumulated depreciation

300 –

4,580(184)

318(55)

1,745(1,603)

11,285(5,661)

18,228(7,503)

Net carrying amount 300 4,396 263 142 5,624 10,725


113


prepaiD lanD lease payments (11)

Group

2008 rm’000

2007 rm’000

Long term leasehold land

At 1 January Foreign exchange adjustment Amortisation for the year

407(49)(24)

472(41)(24)

At 31 December 334 407

lanD helD for property Development (12)

Group

2008 rm’000

2007 rm’000

freehold landcost

At 1 January Fair value adjustment # Addition Transfer to property development costs (Note 22) Change in estimate *

1,546,824–

213,743(221,150)

4,883

2,248,796239,760

41,193(985,498)

2,573

At 31 December 1,544,300 1,546,824

This development originally comprised 23,875 acres of freehold land zoned for residential, commercial and industrial development known as Nusajaya that is spearheaded by a subsidiary, UEM Land Berhad (formerly known as UEM Land Sdn. Bhd.) (“UEMLB”). Nusajaya is located in the southern tip of Johor adjacent to the Malaysia-Singapore Second Crossing and is accessible to major expressways, airports and ports. As a master township developer, its development activities include, inter-alia, reviewing the development masterplan to maximise land usage and re-zoning areas identified for specific catalyst development to accelerate the development of the township. Currently, certain subsidiaries are actively pursuing these activities to accelerate the township development. In addition to its own property development where the related land costs and development expenditure are classified in Note 22, as property development costs, UEMLB also disposed of parcels of land to established developers to further accelerate the development of the township. The balance of unsold freehold land after reduction of public areas, electricity distribution sub-stations and others is approximately 8,749 acres (2007: 8,924 acres) of which approximately 2,468 acres (2007: 2,136 acres) are classified under property development costs which comprises parcels of land where active development activities have commenced as well as parcels of land that were previously sold but subsequently aborted during the economic crisis in 1998. The land titles for approximately 1,950 acres (2007: 1,950 acres) of the above freehold land have been deposited with the immediate holding company as security for a borrowing taken by a subsidiary which restrict their disposals or transfers. Further details on the borrowing are disclosed in Note 29. Land titles for approximately 589 acres (2007: 654 acres) of the above freehold land are subject to a third party charge as security for borrowings taken by a joint venture company.

114


lanD helD for property Development (contD.)(12)

Included in addition to the land held for property development of the Group during the financial year are as follows:

Group

2008 rm’000

2007 rm’000

Interest capitalised Staff costs

32,9631,309

30,931975

# In the previous financial year, the adjustment was related to the acquisition of remaining 18% interest in an existing subsidiary, Bandar Nusajaya Development Sdn. Bhd. (“BND”) by UEMLB.

* The Group allocated costs included in land held for property development and property development costs (Note 22) based on the estimated net land acreage after deducting land for open space and infrastructure reserve areas. The change in estimate resulted from the change in the open space and infrastructure reserve areas and the costs have been reallocated accordingly.

Included in land held for property development of the Group are parcels of land committed through various agreements as follows:

option to Purchase agreement between Panoramic industrial development Sdn. bhd. and bNd (i) BND and Panoramic Industrial Development Sdn. Bhd. ("Panoramic") entered into an Option to Purchase Agreement on 31 May 2004 which became unconditional on 1 December 2005 when all the Condition Precedents ("CP") have been fulfilled ("Option Date"). Upon receipt of a consideration sum of RM2 million from Panoramic, BND, as agent for and on behalf of Nusajaya Heights Sdn. Bhd. ("Nusajaya Heights") granted Panoramic the following:

the right to develop and sell parcels of land and/or the sublots measuring in aggregate approximately 341.8827 acres all in Mukim (i) of Pulai, Daerah Johor Bahru, Negeri Johor Darul Ta’zim ("the Panoramic Development Land"); and

the option, at any time and from time to time during the Option Period to purchase any of the lands and/or the sublots. (ii)

Under the Option to Purchase Agreement, the parties agreed that Panoramic shall complete the Panoramic Development Land in three (3) phases within a period of 8 years commencing from the Option Date as follows ("Option Period"):

Phase 1 of the Panoramic Development Land held under PTD 123299, PTD 123300 and PTD 123304 measuring in aggregate (i) approximately 185.6226 acres;

Phase 2 of the Panoramic Development Land held under PTD 123296 and PTD 123298 measuring in aggregate approximately (ii) 54.4149 acres;

Phase 3 of the Panoramic Development Land comprising parcels of land held under PTD 123292, PTD 123293 and PTD 123294 (iii) measuring in aggregate approximately 101.8452 acres;

The Parties also agreed that Panoramic shall be obliged to purchase a minimum area of the Panoramic Development Land as follows:

during the period of 3 years beginning from the Option Date ( the "1st Period"), at least an aggregate of 50 acres of Phase 1 of (i) the Panoramic Development Land;

during the period of 2 years beginning from the date of the expiry of the 1st Period (the "2nd period"), at least an aggregate of (ii) 50 acres of Phase 1 of the Panoramic Development Land;

during the period of 2 years beginning from the date of the expiry of the 2nd Period, at least an aggregate of 50 acres of Phase 1 (iii) of the Panoramic Development Land.


115


lanD helD for property Development (contD.) (12)

development agreement between horizon hills development Sdn. bhd. ("horizon hills") and Nusajaya Greens (ii) Sdn. bhd. ("Greens") On 16 June 2005, BND, as the sole and exclusive agent of its 100% subsidiary, Greens, entered into a Development Agreement with Horizon Hills, a 50:50 joint venture company between UEMLB and Gamuda Berhad, for a proposed mixed development of 1,000 acres ("Mixed Development Land") and an integrated golf course development of 200 acres ("Golf Course Land") of land in Mukim Pulai, Daerah Johor Bahru, Negeri Johor Darul Ta’zim for a total purchase consideration of RM391.39 million to be completed over a period of 15 years based on agreed series of put and call option arrangements between both parties. The Development Agreement became unconditional on 5 September 2005 upon completion of all conditions precedent. As at the balance sheet date, Horizon Hills has exercised option to purchase the following:

financial year

mixeD Development

lanD acres

Golf course

lanD acres

total acres

2005 2006 2007 2008

200.00 106.00

67.22 64.39

40.00 20.00

140.00 –

240.00 126.00 207.22

64.39

437.61 200.00 637.61

investment in subsiDiaries (13)

company 2008

rm’000

Unquoted shares, at cost 1,254,153

Details of the subsidiaries are disclosed in Note 38. During the period, the Company acquired 100% interest in UEMLB for a consideration amounting to RM1,254,153,000 satisfied by issuance of the Company's shares pursuant to the Restructuring Scheme as disclosed in Note 35(a) to the financial statements.

investment in associates (14)

Group

2008 rm’000

2007 rm’000

In Malaysia: Unquoted share at cost – Ordinary shares Share of post-acquisition reserves

52,169(20,612)

52,169(24,130)

31,557 28,039

Premium on acquisition written off Negative goodwill on acquisition transferred to accumulated losses Accumulated impairment losses

(193)479

(16,762)

(193)479

(16,762)

15,081 11,563

116


investment in associates (contD.)(14)

Group

2008 rm’000

2007 rm’000

The amount due from associates comprise the following:

Trade Non-trade

27,022–

28,56311

27,022 28,574

The non-trade amount due from associates are unsecured, interest free and repayable on demand. Details of associates are disclosed in Note 39. Note

The Group's aggregate share of the revenue and profit for the year, assets and liabilities of the associates based on management (i) financial statements are as follows:

Group

2008 rm’000

2007 rm’000

Results

Revenue Profit for the year

21,148

5,741

13,088

4,084

assets and liabilities

Current assets Non-current assets Current liabilities

58,056 4,888

(47,863)

48,106 3,663

(40,206)

Share of net assets 15,081 11,563

investment in joint ventures (15)

Group

2008 rm’000

2007 rm’000

Unquoted shares, at cost Share of post-acquisition reserves

24,486725

15,327(4,741)

25,211 10,586

The amount due from joint ventures is unsecured, interest free and repayable on demand.


117


investment in joint ventures (contD.) (15)

The Group's aggregate share of the revenue, expenses, assets and liabilities of the joint ventures are as follows: (i)

2008 rm’000

2007 rm’000

Revenue Other income Expenses, including finance costs

130,654813

(126,000)

13,155261

(15,631)

5,467 (2,215)

Current assets Non-current assets Current liabilitiesNon-current liabilities

98,548

185,378(158,715)(100,000)

58,372

138,837(141,623)

(45,000)

Net assets 25,211 10,586

During the financial year, UEMLB subscribed to additional 115,000 redeemable preference shares in Horizon Hills Development Sdn. Bhd. ("Horizon Hills") at nominal and premium of RM1.00 and RM99.00 each respectively per share through cash payment of RM11,500,000. Pursuant to the Subscription and Shareholders Agreement dated 19 December 2007 between UEMLB, Limitless Holdings Pte. Ltd. and Haute Property Sdn. Bhd. ("HPSB"), HPSB has issued and allotted to UEMLB additional 39,600 ordinary shares of RM1.00 each satisfied by cash during the financial year. There are no contingent liabilities and capital commitments in relation to the Group's interest in joint ventures, except for the balance of consideration payable by HPSB pursuant to the Development Agreement between UEMLB, BND and HPSB as disclosed in Note 35(b). Details of the joint ventures are disclosed in Note 40.

lonG term investments (16)

Group

2008 rm’000

2007 rm’000

At cost:Unquoted shares in Malaysia Less: Accumulated impairment losses

28,790

(28,632)

28,790

(28,025)

158 765

118


lonG term receivable (17)

Group

2008 rm’000

2007 rm’000

Due from a State Government Less: Allowance for doubtful debt

87,893(23,670)

87,893(22,370)

64,223 65,523

This represents the amount due from Perbadanan Kemajuan Negeri Perak which is repayable by way of land to be transferred to the Group.

GooDwill (18)

Group

2008 rm’000

2007 rm’000

At 1 January Accretion of interest in subsidiary

39,223–

36,8222,401

At 31 December 39,223 39,223

Goodwill is evaluated for impairment on an annual basis by comparing the carrying amount with the recoverable amount, which is based on market prices or value in use. Management is of the opinion that since all the Cash Generating Units ("CGU's") are to be held on a long term basis, value in use would best reflect its recoverable amount. The future cash flows are based on management’s five-year business plan, which is a reasonable estimate of future performance. There remains a risk that, due to unforeseen changes in the respective economies in which the CGUs operate and/or global economic conditions, the ability to achieve management’s business plan may be adversely affected. In calculating the value in use for each CGU, management has applied the discount rates ranging from 7% to 11% and a growth rate for the period beyond five years of 5%. The following describes the key assumptions on which management has based its cash flow projections for the purposes of evaluating the impairment of goodwill:

The discount rate used reflected the management's estimate of return on capital employed required in the respective segments. (a)

Growth rate for the period beyond five years has been used based on published industry research for each segment. (b)

The profit margin applied to the projections are based on the historical profit margin trend for the individual CGU or budgeted (c) profit margin for predetermined projects obtained.

The cash flow projections are based on the assumption that a reasonable percentage of projects tendered and new products (d) launched are successful, based on past experience.


119


DeferreD tax liabilities (19)

Group

2008 rm’000

2007 rm’000

At 1 JanuaryRecognised in income statement (Note 7)Fair value adjustment on land held for property development and property development cost

154,787(9,790)

–

168,222(88,815)75,380

At 31 December 144,997 154,787

The components and movements of deferred tax liabilities and assets during the financial period/year prior to offsetting are as follows: deferred tax liabilities of the Group:

revaluation of lanD anD

builDinG rm’000

interest

capitaliseD rm’000

othersrm’000

totalrm’000

At 1 January 2008 Recognised in the income statement

77,977(6,006)

216,650(12,586)

2,456(176)

297,083(18,768)

At 31 December 2008 71,971 204,064 2,280 278,315

At 1 January 2007 Recognised in the income statement Fair value adjustment on land held for property development and property development costs

50,472(47,875)

75,380

317,024(100,374)

–

3,782(1,326)

–

371,278(149,575)

75,380

At 31 December 2007 77,977 216,650 2,456 297,083

120


DeferreD tax liabilities (contD.)(19)

deferred tax assets of the Group:

provisionsrm’000

tax lossesanD capital

allowances rm’000

totalrm’000


(2,053)(872)

(140,243)9,850

(142,296)8,978

At 31 December 2008 (2,925) (130,393) (133,318)


(1,671)(382)

(201,385)61,142

(203,056)60,760

At 31 December 2007 (2,053) (140,243) (142,296)

Deferred tax assets are not recognised in respect of the following items:

Group

2008 rm’000

2007 rm’000

Unused tax lossesUnabsorbed capital allowancesOthers

465,201–

3,740

570,4803,9903,185

468,941 577,655

The availability of the unused tax losses and unabsorbed capital allowances for offsetting against future taxable profits of the Group are subject to no substantial changes in shareholdings of the respective companies under the Income Tax Act, 1967, and guidelines issued by the tax authority. Deferred tax assets have not been recognised in respect of the above items as it is not probable that future taxable profits will be available in these subsidiaries against which the Group can utilise the benefits.


121


cash, bank balances anD Deposits (20)

Group company

note2008

rm’0002007

rm’0002008

rm’000

Deposits with licensed banks (excluding deposits pledge as security)Cash and bank balances

(i) (ii)

6,59526,810

29,11727,274

––

33,405 56,391 Bank overdraftCash and bank balances included in assets of disposal group

29

9

(8,633)

47

(10,710)

958

–––

Cash and cash equivalents 24,819 46,639 –

Deposits with licensed banks:Short term depositsNon-current deposits

6,5951,418

29,1171,418

–––

8,013 30,535 –

deposits pledged as security (i) The non-current deposits represent deposits pledged as security for bank guarantee facilities and bank facilities granted to the subsidiaries.

cash and bank balances(ii) Included in cash and bank balances of the Group is an amount of RM9,370,000 (2007: RM6,602,000) held in a Housing Development Account as required by Section 7A of the Housing Developers (Control and Licensing) Act, 1966.

The average interest rates and maturities of deposits of the Group were 3.67% (2007: 3.39%) and 65 days (2007: 125 days) respectively.

amount Due from subsiDiary (21) The amount due from subsidiary is unsecured, interest-free and is not expected to be repaid within the next 12 months.

122


property Development costs (22)

Group

2008 rm’000

2007 rm’000

at 1 January

Freehold landDevelopment costs

457,464138,555

456,23489,948

596,019 546,182

Costs incurred during the year:– Freehold land– Development costsFair value adjustment #Transfer from:– land held for property development (Note 12)– other debtorsTransfer to amount due from customers on construction contractsTransfer to inventoriesChange in estimate *Reversal of cost arising from completed projects

11,954224,376

–

221,15031,078

(967)(7,057)(4,883)

(132,225)

9,8305,542

50,158

985,498––

(12,480)(2,573)

(986,138)

343,426 49,837

at 31 december 939,445 596,019

costs recognised in income statementat 1 January (31,190) (17,924)

Recognised in income statement during the year Reversal of cost arising from completed projects

(328,836)132,225

(999,404)986,138

at 31 december (227,801) (31,190)

Property development costs as at 31 december 711,644 564,829

Included in costs incurred during the year are:

Interest expenseStaff costs

11,1344,186

7,284268

Property development costs mainly relate to development activities for Nusa Idaman, Nusajaya Industrial Park, Ledang Heights and East Ledang development projects carried out by the subsidiaries. Included in property development costs is freehold land measuring approximately 2,468 acres (2007: 2,136 acres). Land titles for approximately 97 acres (2007: 97 acres) of the above freehold land are subject to a third party charge to secure borrowing of a subsidiary as disclosed in Note 29.

# In the previous financial year, the adjustment was related to the acquisition of remaining 18% interest in an existing subsidiary, BND by UEMLB.

* The Group allocated costs included in land held for property development (Note 12) and property development costs based on the estimated net land acreage after deducting land for open space and infrastructure reserve areas. The change in estimate arose due to the change in the open space and infrastructure reserve areas and the costs have been reallocated accordingly.


123


inventories (23)

Group

2008 rm’000

2007 rm’000

at cost

Completed properties 35,905 34,797

The cost of inventories and work-in-progress recognised as an expense during the year is RM10,064,000 (2007: RM13,183,000).

receivables (24) Group

note

2008 rm’000

2007 rm’000

Trade receivables Accrued billings in respect of property development costs Amount due from related parties Amount due from customers on construction and turnkey development contracts Other receivables

(i)(ii)(iii)

290,84833,105

1,23778,78463,517

193,99516,523

1,42426,07769,184

Less : Allowance for doubtful debts

(iv)467,491(20,019)

307,203(24,676)

447,472 282,527

Related parties refer to those as specified in Note 33. (i)

Amount due from customers on construction and turnkey development contracts (ii)

Group

2008 rm’000

2007 rm’000

Costs incurred to dateAdd : Attributable profit Less : Provision for foreseeable losses

517,95413,633(1,558)

421,5638,484

(1,558)

Less: Progress billings530,029

(453,645)428,489

(405,084)

Net amount due from customers 76,384 23,405

Presented as follows: Amount due from customers Amount due to customers (Note 31)

78,784(2,400)

26,077(2,672)

76,384 23,405

Contract revenue recognised as revenue in the year (Note 3)Contract costs recognised as an expense in the year

94,88089,731

223,784220,317

Retention sum receivable on construction and turnkey development contracts

1,500

1,761

124


receivables (contD.)(24)

Other receivables (iii)

Group

2008 rm’000

2007 rm’000

Project related expensesSundry debtors and prepaymentsInterest and bond profit receivableDeposits

20,66234,516

2,6535,686

23,23238,660

2,6534,639

63,517 69,184

Allowance for doubtful debts (iv) Trade receivables Projects debtors Amount due from related parties Sundry debtors

1738,974

58110,291

26510,195

–14,216

20,019 24,676

amounts Due from/to immeDiate holDinG company (25) The amount due from immediate holding company in the previous financial year is unsecured, interest free and repayable on demand. The amount due to immediate holding company is unsecured, subject to interest at the rate of 5.3% (2007: 5.3%) per annum and repayable on demand.

short term investments (26)

Group

2008 rm’000

2007 rm’000

Cost of quoted shares in MalaysiaLess: Accumulated impairment losses

36(29)

36(29)

7 7

Market value of quoted shares

7

11


125


share capital (27)

number oforDinary

shares ofrm0.50 each

2008 ’000

amount rm’000

authorised share capital

ordinary sharesAt date of incorporation, 20 August 2008/31 December 2008 5,000,000 2,500,000

number ofpreference


2008 ’000

amount rm’000

Mandatory redeemable convertible preference sharesAt date of incorporation, 20 August 2008/31 December 2008 200,000 2,000

number oforDinary


amount rm’000

issued and fully paid

ordinary sharesAt date of incorporation, 20 August 2008Ordinary shares issued during the period:Acquisition of subsidiary

4

2,428,176,907

*1,214,088

At 31 December 2008 2,428,176,911 1,214,088

* RM2.00 represented by 4 ordinary subscriber's shares of RM0.50 each

ordinary shares issued for acquisition of subsidiary

Pursuant to the Restructuring Scheme as disclosed in Note 35(a), the Company issued 2,428,176,907 new ordinary shares of RM0.50 each at an issue price of RM0.52 per ordinary share amounting to RM1,214,088,453.50 as purchase consideration for the acquisition of UEMLB to the following parties:

UEM for the acquisition of 623,867,734 ordinary shares of RM0.50 each representing 28.54% equity interest in UEMLB (i) from UEM for the sum of RM357,969,543 via the issuance of 693,068,053 new ordinary shares of the Company.

UEM World for the acquisition of 1,561,864,562 ordinary shares of RM0.50 each representing 71.46% equity interest (ii) in UEMLB from UEM World for the sum of RM896,183,457 via the issuance of 1,735,108,854 new ordinary shares of the Company.

The new ordinary shares rank pari passu in all respects with the existing ordinary shares of the Company.

126


non-Distributable reserves (28)

Group

2008 rm’000

2007 rm’000

Revaluation reserves(i)

At 1 January/31 December 3,269 3,269

Exchange fluctuation reserves(ii)

At 1 January Foreign currency translation

20,759(9,113)

20,405354

At 31 December 11,646 20,759

Share-based payment reserve(iii)

At 1 January Recognised during the yearTransferred to accumulated losses

6,992444

(7,436)

1,5245,468

–

At 31 December – 6,992

Merger reserve/(deficit)(iv)

At 1 January Issue of ordinary shares

32,112–

(115,251)147,363

At 31 December 32,112 32,112

total 47,027 63,132

The movements of other reserves are disclosed in the statement of changes in equity.

borrowinGs(29)

Group

note

2008 rm’000

2007 rm’000

Long term borrowings

SecuredUEM Term LoanBridging Loan

(a)(b)

588,8201,841

547,7381,841

590,661 549,579

Short term borrowings

SecuredBank overdraft 20 8,633 10,710


127


borrowinGs (contD.) (29)

On 24 June 2005, Khazanah transferred the loan agreement dated 27 June 2003 with BND ("Loan Agreement") inclusive of the (a) amount owing by BND to Khazanah of approximately RM891.7 million as at 31 May 2005 ("Transferred Amount") to UEM Group Berhad ("UEM") ("Transfer"), in consideration of UEM disposing of 297,239,694 ordinary shares of RM0.25 each in PLUS Expressways Berhad ("PEB") representing 5.94% equity interest in PEB to Khazanah. The Transferred Amount together with interest thereon at the rate of 6.5% per annum from 1 June 2005 until the date of final settlement calculated in accordance with the Loan Agreement ("Outstanding Amount") was due and repayable by BND to UEM on or before 30 June 2005. UEM had vide letter dated 28 June 2005 extended the date for repayment to on or before 31 December 2005. Following the Transfer, BND and UEM had on 9 August 2005, entered into the following agreements to refinance the Outstanding Amount:

Subscription Agreement for the proposed issuance of 450 million Redeemable Convertible Preference Shares ("RCPS") •of RM1.00 each by BND to UEM; and

a seven-year term loan ("UEM Term Loan") agreement ("Term Loan Agreement") at an interest rate of 7.5% per annum •compounded annually.

The Subscription Agreement and the Term Loan Agreement became unconditional on 15 September 2005. On 28 November 2005, the RCPS and Term Loan were issued and effective respectively.

The principal amount of the UEM Term Loan was RM470.7 million, being the Outstanding Amount less RM450.0 million RCPS. The land titles to approximately 1,950 acres of freehold land are deposited with UEM as security for the Term Loan and any transfer or disposal of the land are restricted as disclosed in Note 12.

The bridging loan taken by Nusajaya Development Sdn. Bhd. ("NDSB"), a wholly-owned subsidiary of the Company, bears (b) an average interest rate of 7.8% per annum. This bridging loan, together with the bank overdraft taken by NDSB as disclosed in Note 20, are secured by:

Third party charged over 1,219 individual titles measuring approximately total net area of 97 acres (subject security); •

Limited debentures over the subject security; •

Assignment of all sales proceeds and monies available in the respective Housing Developer Accounts; •

Corporate Guarantee by UEMLB; and •

Letter of Undertaking from UEMLB to provide sufficient funds to meet all costs overruns and shortfall in the cashflow and •working capital of the Nusa Idaman Project.

128


provisions (30)

Group

lanD acquisition anD

appeal costsrm’000 (note a)

resettlement

costs rm’000 (note b)

provision forconstruction

costsrm’000 (note c)

totalrm’000

2008

At 1 January UtilisedAddition

8,962(8,530)

–

20,777(325)

–

4,844(2,274)

11,916

34,583(11,129)11,916

At 31 December 432 20,452 14,486 35,370

2007

At 1 January UtilisedAddition

18,962(10,000)

–

21,145(368)

–

177(170)

4,837

40,284(10,538)

4,837

At 31 December 8,962 20,777 4,844 34,583

Land acquisition and appeal costs (a) Provision for land acquisition and appeal costs is in respect of disputes on the compensation payable to the previous landowners of Nusajaya by BND. The provision is recognised based on award of additional compensation by the High Court and Federal Court. BND is not directly involved in this litigation, but by virtue of the Novation Agreement dated 2 December 1994 entered between BND, UEM and the State Authority ("1994 Novation Agreement"), BND is responsible for the additional cost of land alienated to it, which includes the amounts claimed by the landowners.

Resettlement costs (b) BND undertook to relocate certain settlers in Nusajaya. The provision is recognised based on the estimate derived from past experience.

Provision for construction costs (c) Provision for construction costs relates to estimated final claims by sub-contractors which have not been finalised.

Provision for land acquisition, appeal costs and resettlement costs have been capitalised in the land held for property development and property development costs and recognised as part of cost of sales based on land area sold.


129


payables (31)

Group company

note2008

rm’0002007

rm’0002008

rm’000

Trade payables Amount due to customers on turnkey development contracts Amount due to related partiesAccruals for contract claims Other payables and accruals

24 (ii)(i)

(ii)

42,137

2,40084,10350,217

210,689

43,382

2,67283,72583,79647,642

–

–––

159,502

389,546 261,217 159,502

Related parties refer to those specified in Note 33. (i)

Other payables and accruals(ii)

Group company

2008 rm’000

2007 rm’000

2008rm’000

Sundry creditors *Deposits receivedAccrualsEmployee benefitsExternal infrastructure contribution from land sales

175,4543,1042,7345,099

24,298

10,50624,176

4,8483,7314,381

159,502––––

210,689 47,642 159,502

* Included in sundry creditors of the Group and the Company is an amount of RM154,914,000 (2007: Nil) arising from the acquisitions of parcels of freehold land and equity interests in Finwares Sdn. Bhd., as disclosed in Note 35(d). The acquisitions will be satisfied via issuance of MCRPS of RM0.01 each in the Company at an issue price of RM1.00 per MCRPS. MCRPS was issued on the 8 January 2009 as an equity instrument.

130


financial instrument anD financial risk manaGement objectives anD policies (32) The daily operations of the Group require the use of financial instruments. 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. Financial asset is any asset that is cash, a contractual right to receive cash or another financial asset, contractual right to exchange financial instruments from other enterprises under conditions that are potentially favourable or an equity instrument of another enterprise, whilst financial liability is any liability that is a contractual obligation to deliver cash or another financial asset to other enterprises or to exchange financial instruments with another enterprise under conditions that are potentially unfavourable. The use of financial instruments exposes the Group to financial risks which are categorised as credit, foreign currency, liquidity, cash flow, interest rate and market risks. The Group’s financial risk management policies seek to ensure that adequate financial resources are available for the development of the respective companies businesses whilst managing their risks. Financial risk management is carried out through risk reviews, internal control systems and adherence to the Group financial risk management policies that are approved by the Board. It is the Group’s policy not to engage in speculative transactions. As and when the Group undertakes significant transactions with risk exposure, the Group evaluates its exposure and the necessity to hedge such exposure taking into consideration the availability and cost of such hedging instruments. The policies for controlling these risks when applicable are set out below:

credit risk (a) The Group controls its credit risk by the application of credit approvals, limits and monitoring procedures. Credit evaluations are performed on all customers requiring credit over a certain amount and strictly limiting the Group’s associations to business partners with high credit worthiness. Trade receivables are monitored on an ongoing basis. Generally, the Group does not require collateral in respect of its financial assets. The Group is not duly exposed to any individual customer or counter party nor does it have any major concentration of credit risk related to any financial instrument.

foreign currency risk (b) The Group maintains a natural hedge, whenever possible, by borrowing in the currency of the country in which the property or investment is located or by borrowing in currencies that match the future revenue stream to be generated from its investments. Foreign exchange exposures in transactional currencies other than functional currencies of the operating entities are kept to an acceptable level and short-term imbalances are addressed by buying or selling foreign currencies at spot rates. The table below shows the Group’s currency exposures, i.e. those transactional (or non-structural) exposures that give rise to the net currency gains and losses recognised in the income statement. Such exposures comprise the monetary assets and monetary liabilities of the Group that are not denominated in the operating currency of the operating units involved.

functional currency

of Group

2008 rm’000

2007rm’000

South Africa RandUnited States Dollar

29,801 13,652

42,137 13,005

43,453 55,142

These amounts relate to inter-company balances (eliminated at Group) which are denominated in a different currency to the functional currency of the operating unit involved and are included in the table above as they potentially give rise to currency gains and losses recognised in the income statements.


131


financial instrument anD financial risk manaGement objectives anD policies (contD.) (32)

Liquidity and cash flow risk (c) The Group actively manages its debt maturity profile, operating cash flows and the availability of funding so as to ensure that all refinancing, repayment and funding needs are met. As part of its overall prudent liquidity management, the Group endeavours to maintain sufficient levels of cash or cash convertible investments to meet its working capital requirements. In addition, the Group’s objective is to maintain a balance of funding and flexibility through the use of credit facilities, short and long term borrowings. Short-term flexibility is achieved through credit facilities and short-term borrowings. As far as possible, the Group raises committed funding from both capital markets and financial institutions and prudently balances its portfolio with some short term funding so as to achieve overall cost effectiveness. The debt maturity profile of the Group is disclosed as follows: Maturity of bonds and borrowings

Group

2008 rm’000

2007 rm’000

Within 1 year– Bank overdraftBetween 2 and 5 years– Bridging loanAfter five years– Term loan

8,633

1,841

588,820

10,710

1,841

547,738

599,294 560,289

interest rate risk (d) The Group manages its interest rate exposure by maintaining a prudent mix of fixed and floating rate borrowings. The Group actively reviews its debt portfolio, taking into account the investment holding period and nature of its assets. This strategy allows it to capitalise on cheaper funding in a low interest rate environment and achieve a certain level of protection against rate hikes. The interest profile of the financial assets and liabilities of the Group and of the Company as at balance sheet date is as follows:

Group company

2008 rm’000

2007 rm’000

2008rm’000

financial assets

Floating rateInterest free

35,781653,444

58,767424,406

– 1,406,417

689,225 483,173 1,406,417

financial Liabilities

Fixed rate Interest free

774,294397,418

623,289260,871

– 159,502

1,171,712 884,160 159,502

132


financial instrument anD financial risk manaGement objectives anD policies (contD.) (32)

interest rate risk (contd.)(d)

The average interest rates per annum on the financial assets and liabilities as at balance sheet date were as follows:

Group

2008 %

2007%

financial assets

Floating rate 3.67 3.39


Fixed rate 7.08 7.08

The average interest rates per annum on the financial liabilities can be further analysed as follows:

Group

2008 %

2007%


Term loan Shareholder's advance Bridging loan Bank overdraft

7.505.307.757.75

7.505.307.757.75

Market risk (e) Market risk is the risk that the value of the financial instrument will fluctuate as a result of changes in market prices of the financial instrument or its security assets. For security assets, the Group maintains sufficient financial resources to offer its lenders should the market value of the security assets falls below the margin required by the lenders.

fair values (f) The fair values of financial assets and financial liabilities approximate their respective carrying values on the balance sheets of the Group and of the Company, except for the amounts due from/to related parties, holding companies and subsidiaries where it is impracticable to determine their fair values principally due to lack of repayment terms entered into by the parties involved.


133


siGnificant relateD party transactions (33)

in addition to the transactions details elsewhere in the financial statements, the Group and the company had (a) the following transactions with related parties during the financial period:

Group

1.1.2008 to

31.12.2008 rm’000

1.1.2007 to

31.12.2007rm’000

Interest payable to UEM: – Term loan – Shareholder's advancesInterest income receivable from UEM WorldTraining fees paid/payable to subsidiaries of UEM: – UEM Group Management Sdn. Bhd. – UEM Leadership Centre Sdn. Bhd. – UEM Academy Sdn. Bhd.Management fees payable to related companies: – UEM – UEM WorldSale of land to joint ventures: – Haute Property Sdn. Bhd. – Horizon Hills Development Sdn. Bhd.Sale of land to a subsidiary of Khazanah: – Nusajaya Property Management Sdn. Bhd.

41,0828,433

–

758182 138

349229

145,05512,159

–

38,214185317

200– –

698183

––

1,430,377

Related parties refer to:

Khazanah Nasional Berhad, the ultimate holding company, its subsidiaries and associates excluding subsidiaries •and associates of the Company;Directors and key management personnel having authority and representation for planning, directing and controlling •the activities of the Company and their close family members;enterprises owned by directors and key management personnel; and•enterprises that have a member of key management in common with the Company.•

compensation of key management personnel (b) The remuneration of members of key management during the year was as follows:

Group company

1.1.2008 to

31.12.2008 rm’000

1.1.2007 to

31.12.2007rm’000

20.08.2008 to

31.12.2008rm’000

Salaries and other emoluments Bonus Defined contribution plan Benefits-in-kind

1,6051,001

386389

1,594527319347

103---

3,381 2,787 103

134


continGent liabilities (34) Group

note2008

rm’0002007

rm’000

unsecured

Litigation, claims and legal suits– potential compensation payable to Felcra– potential compensation payable to the previous landownersIncome tax assessment

(a)(b)(c)

97,610201,318

37,641

97,610201,318

37,641

336,569 336,569

Potential compensation payable to felcra settlers (a)

A group of thirty three (33) Felcra settlers (“the Plaintiffs-1”) has collectively served an originating summons against Felcra (i) Berhad (“Felcra”), District Land Administrator (“DLA”) and the Johor State Government (“State Government”) (collectively the “Defendants”). The Summons pertain to 198 acres of land previously owned by the State Government, developed by Felcra and subsequently alienated to BND, for the development of Nusajaya. The Plaintiffs-1 seek, inter-alia, for the Defendants to pay an additional total sum of RM54.0 million for the 198 acres and an acre of land to each Plaintiff-1.

On 9 June 2003, another group of one hundred ninety seven (197) Felcra settlers (“the Plaintiffs-2”) has collectively served (ii) an originating summons against the Defendants. The summons pertain to 900 acres of land previously owned by the State Government, developed by Felcra and subsequently alienated to BND for the development of Nusajaya. The Plaintiffs-2 seek, inter-alia, for the Defendants to pay to each Plaintiff-2 a sum of RM70,000 per acre, instead of RM29,162 (on average) as awarded by the State Government. The indicative contingent liability to BND is in the region of RM37 million.

BND is not directly involved in these litigations, but by virtue of the Novation Agreement, is responsible for the additional land cost of land alienated to it, which includes the amounts claimed by the Plaintiffs-1 and Plaintiffs-2. BND had been informed by the State Legal Advisor's Chamber that the High Court will resume full hearing of the case on 3 and 4 April 2009.

Potential compensation payable to the previous landowners (b) There are in total fifty (50) cases referred to High Court involving claims against the State Government for additional compensation amounting to RM634.8 million by the previous landowners of lands acquired for the Malaysia Singapore Second Crossing Project. After hearing the 50 cases, the High Court maintained the amount of compensation awarded by the DLA in 15 cases, and increased the amount of compensation in the remaining 35 cases. The parties involved however, made further appeals to the Court of Appeal for higher compensation. However, the Court of Appeal ordered that all land acquisition appeals to be transferred to the Federal Court. Of these 50 cases:

1 has been heard and dismissed by the Court of Appeal;(i) 4 have been heard and dismissed by the Federal Court;(ii) 2 have accepted out-of-court settlements proposed by the Johor State Legal Advisor;(iii) 4 have withdrawn the case against DLA; and(iv) 2 have been heard and granted additional compensation amounting to RM19.5 million by the Federal Court. (v)

The remaining thirty seven (37) cases, which the plaintiffs are seeking compensation with a total amount of RM201.3 million, are pending hearing at the Federal Court.

BND is not directly involved in these litigations but by virtue of the Novation Agreement, is responsible for the additional land cost of land alienated to it, which includes the amounts claimed by the previous landowners. To date, the hearing for the remaining 37 cases have not been fixed.


135


continGent liabilities (contD.) (34)

income tax assessment (c) On 16 January 2007, UEMLB received an additional assessment from the Inland Revenue Board ("IRB") for additional tax payable and tax penalties in respect of years of assessment 2003 and 2004, which would have resulted in an additional expense to the Group and UEMLB of RM37,640,702. UEMLB has started the appeal process against the additional assessment. On 29 May 2008, the Director of Technical Department of IRB informed UEMLB that the said appeal had been forwarded to the Special Commissioners of Income Tax. The Special Commissioners of Income Tax had set the hearing date on 2 and 3 April 2009. Based on the advice received from the tax agent, no provision for income tax and tax penalties have been made by UEMLB for this additional tax assessment and penalty as the Directors believe that the grounds for the appeal are valid.

Third party charge (d) On 18 May 2007, Horizon Hills entered into the following:

The issue of, offer for subscription or purchase of, or invitation to subscribe for or purchase of Islamic Securities of up to (i) RM270 million nominal value by Horizon Hills, comprising:

up to 12-year Islamic Bank Guarantee Medium-Term Notes Programme of up to RM200 million nominal value under •the principles of Murabahah (“IMTN Programme”); and

up to 7-year Islamic Commercial Papers Programme of up to RM70 million nominal value under the principles •of Murabahah.

A Kafalah (bank guarantee) facility of up to RM205 million to guarantee the nominal value of the IMTN Programme (ii) of up to RM200 million and one profit payment in respect of the IMTN Programme of up to RM5 million.

Collectively referred to “the Facilities”

In this respect, Nusajaya Greens Sdn. Bhd. had provided a third party charge over approximately 1,227 acres of land in favour of the security trustee for the Facilities (“Charge”). 638 acres out of the total of 1,227 acres had been purchased and paid by Horizon Hills. Save and except in the event of a default on the Facilities, the Charge is not expected to have a financial impact on the Group.

siGnificant events (35)

Restructuring Scheme (a) On 15 February 2008, UEM World Berhad ("UEM World") announced a proposed Restructuring Scheme which among others, entailed the following:

Non-renounceable restricted offer for sale of its equity interests in its listed subsidiaries, namely UEM Builders Berhad, Opus (i) International (M) Berhad, Pharmaniaga Berhad and Cement Industries Of Malaysia Berhad on a basket basis, to its shareholders on a rights basis;

Internal reorganisation through disposal by UEM World of 71.5% equity interest in the UEMLB to the Company, in consideration (ii) for shares in the Company. The Company would also acquire from UEM, a further 28.5% equity interest in UEMLB, in consideration for shares in the Company;

Dividend-in-specie of 5 ordinary shares of RM0.50 each in the Company for every 4 existing ordinary shares of RM1.00 each in (iii) UEM World ("Proposed DIS");

Listing of the Company on the Main Board of Bursa Malaysia Securities Berhad after the Proposed DIS; (iv)

Following the completion of all of the above, the Company was successfully listed on the Main Board of Bursa Malaysia Securities Berhad on 18 November 2008.

136


siGnificant events (contD.)(35)

Subscription and Shareholders’ agreement between ueMLb, Limitless holdings Pte. Ltd. ("Limitless") (b) and haute Property Sdn. bhd. ("hPSb") and development agreement between ueMLb, bNd and hPSb On 19 December 2007, UEMLB, Limitless and HPSB entered into the following agreements:

Subscription and Shareholders’ Agreement between UEMLB, Limitless and HPSB with a proposed shareholding structure in (i) HPSB of 60:40 between Limitless and UEMLB respectively; and

Development Agreement between UEMLB, BND and HPSB for the proposed development of a high end residential enclave (ii) over 111 acres held under HS (D) 453895 PTD 154910, Mukim Pulai, Daerah Johor Bahru, Johor Darul Ta’zim within Nusajaya. In the previous financial year, UEMLB received an amount of RM24,175,800, being the 10% deposit on the consideration sum of RM241,758,000 payable pursuant to the Development Agreement. A further consideration of RM125,000,000 was received in the current financial year. The Subscription and Shareholders' Agreement was completed on 18 February 2008.

Proposed disposal of Puteri harbour Land (c) On 12 June 2008, UEM World announced a proposed disposal of approximately 43.54 acres of land in Puteri Harbour ("the Land"), to DAMAC Properties (Malaysia) Sdn. Bhd. ("DAMAC") ("Proposed Disposal"). On the same day, DAMAC, BND and UEMLB entered into a Sale And Purchase Agreement ("SPA") to give effect to the Proposed Disposal. The salient terms of the Proposed Disposal are as follows:

BND, the registered owner of the land, has appointed UEMLB as the master developer of Puteri Harbour, and granted power (i) to deal with and decide on and implement all aspects of the development related to Puteri Harbour;

UEMLB has agreed to sell and DAMAC has agreed to purchase the Land subject to the express conditions and restrictions-in-(ii) interest as may be prescribed in the issue document of titles to the land in accordance to the provisions of the SPA;

the SPA is conditional upon the conditions precedent within 6 months from the SPA date with an automatic extension of another (iii) 6 months thereafter; and

the cash consideration of RM396,438,495 under the Proposed Disposal shall be satisfied in installments over a period of (iv) approximately 4 years from the effective date of the SPA, which shall be the immediate day after the date when all the conditions precedent have been fulfilled.

The Proposed Disposal is subject to the following conditions precedent:

approval from the Foreign Investment Committee for the sale of land; (i)

approval from the relevant authorities for the amended layout plan for Puteri Harbour; (ii)

issuance of the individual land titles to the land with category of land use; and (iii)

the consent of the State Authority for the sale of the land. (iv)


137


siGnificant events (contD.) (35)

acquisitions of freehold lands and equity interests in finwares Sdn. bhd. (d) UEMLB had on 24 June 2008 entered into the following agreements:

a conditional sale and purchase agreement with UEM Construction Sdn. Bhd. ("UEMC") (a wholly-owned subsidiary of UEM (i) Builders Berhad, ("UEM Builders"), a subsidiary of UEM World) for the acquisition of 20 parcels of freehold land measuring approximately 57.2 acres located in Mukim of Tanjung Kupang, District of Johor Bahru, Johor Darul Ta’zim for a purchase consideration of RM46,146,000 to be satisfied via the issuance of 46,146,000 Mandatory Convertible Redeemable Preference Share ("MCRPS") at an issue price of RM1.00 per MCRPS ("UEMC Land Acquisition");

a conditional sale of shares agreement with UEMC for the acquisition of 2 ordinary shares of RM1.00 each in Finwares Sdn. Bhd. (ii) ("Finwares") representing the entire issued and paid-up share capital of Finwares, for a purchase consideration of RM79,796,162 to be satisfied via the issuance of 79,796,162 MCRPS at an issue price of RM1.00 per MCRPS. Finwares holds 73.36% shares in an undivided freehold land parcel measuring approximately 261.70 acres identified as HS (D) 297739, Lot PTD 2987 located at Mukim of Tanjung Kupang, District of Johor Bahru, Johor Darul Ta’zim ("PTD 2987 Parcel") ("Finwares Acquisition"); and

a conditional sale and purchase agreement with Hartanah Lintasan Kedua Sdn. Bhd. ("Hartanah"), a wholly owned subsidiary (iii) of UEM Group for the acquisition of Hartanah's 26.64% share of the PTD 2987 Parcel measuring approximately 95.01 acres for a total purchase consideration of RM28,971,840 to be satisfied via the issuance of 28,971,840 MCRPS at an issue price of RM1.00 per MCRPS. ("Hartanah Land Acquisition").

(collectively referred to as the "Acquisitions")

The UEMC Land Acquisition, Finwares Acquisition and Hartanah Land Acquisition are not conditional upon each other.

The Acquisitions are subject to approvals to be obtained from the following parties:

the Securities Commission ("SC") for the issuance, listing of and quotation for the MCRPS and new ordinary shares in (i) the Company arising from the conversion of the MCRPS on the Main Board of Bursa Securities Malaysia Berhad;

the SC (under the Guideline on the Acquisition of Interests, Mergers and Take-Overs by Local and Foreign Interests issued by (ii) the Foreign Investment Committee ("FIC")), for the following:

Finwares Acquisition;(a) the issuance of the MCRPS; and(b) new ordinary shares in the Company arising from the conversion of the MCRPS. (c)

the SC (under the Guideline on the Acquisition of Properties by Local and Foreign Interests issued by the FIC), for the following: (iii)

UEMC Land Acquisition; and(a) Hartanah Land Acquisition. (b)

UEM World's shareholders, for the Acquisition and the issuance and allotment of the MCRPS by the Company at an extraordinary (iv) general meeting to be convened;

UEM Builders' shareholders, for the following: (v)

UEMC Land Acquisition; and(a) Finwares Acquisition. (b)

UEM, for the Proposed Hartanah Land Acquisition; and (vi)

any other relevant parties, regulatory bodies and/or authorities.(vii)

As at balance sheet date, the Acquisitions were completed. The MCRPS was issued on 8 January 2009.

138


siGnificant events (contD.) (35)

Proposed acquisition of land parcels in cyberjaya flagship Zone (Phase 2) (e) On 31 December 2008, the Company announced that its wholly-owned subsidiary, UEMLB has entered into a conditional Sale and Purchase Agreement ("SPA") with Cyberview Sdn. Bhd. ("Cyberview"), as proprietor, and Setia Haruman Sdn. Bhd. ("Setia Haruman"), as developer, for the proposed acquisition of approximately 98.037 acres of freehold land identified as Blocks 20, 21, 22, 23 and 24 situated in the Mukim of Dengkil, District of Sepang, Selangor Darul Ehsan ("Land Parcels") for a total consideration of RM102,491,801 or approximately RM24.00 per square foot. The proposed acquisition is conditional upon the fulfillment of inter-alia, the following conditions precedent within a period of twelve months ("Approval Period") from the date of the SPA:

the Foreign Investment Committee approval being obtained by UEMLB; (i)

Setia Haruman obtaining the document of titles to the Land Parcels registered in the name of Cyberview; and (ii)

Setia Haruman obtaining the approval for the consent to transfer the Land Parcels from the relevant authorities in respect of (iii) the transfer of the Land Parcels from Cyberview to UEMLB.

The SPA shall become unconditional on the date on which the last of the conditions precedent to be fulfilled within the Approval Period and/or the extended period.

Subscription and Joint Venture agreement ("SJV agreement") between ueMLb, Nusajaya consolidated Sdn. bhd. (f) ("NcSb"), a wholly-owned subsidiary of ueMLb and united Malayan Land bhd ("uML") On 14 October 2008, UEMLB entered into a SJV Agreement with UML and NCSB for the subscription by UML of the new shares in NCSB ("Proposed JV"). On the same day, UEMLB, BND and NCSB entered into an agreement for the option to purchase two (2) pieces of land in Puteri Harbour, Nusajaya, Johor, with a total area measuring approximately 8.8 acres at the option price of RM67,154,274. The Proposed JV is subject to approvals from the Foreign Investment Committee for the subscription of shares in NCSB by UML and any other approvals, if required.

seGmental reportinG (36)

Segmental reporting is not applicable to the Group on the basis that the revenue of the Group is solely from property development and construction activities and the Group operates principally in Malaysia.

comparatives (37)

There are no comparative figures in respect of the Company as this is the first set of financial statements prepared by the Company since the date of incorporation, 20 August 2008.

In accordance with the principles of merger accounting, the income statements, balance sheets, statements of changes in equity, cash flow statements and the related notes to the financial statements of the Group are presented as if the subsidiaries have been owned throughout the current and preceding financial periods. Accordingly, comparative figures of the Group have been presented.


139


subsiDiaries (38)

name of subsiDiaries


country of incorporation

effective interest

2008 %

2007 %

UEM Land Berhad (f.k.a. UEM Land Sdn. Bhd.)

Project procurement and management, and strategic investment holding

Malaysia 100 100

Subsidiaries of ueM Land berhad (f.k.a. ueM Land Sdn. bhd.)

Amra Resources Sdn. Bhd. Investment holding Malaysia 100 100

Cahaya Jauhar Sdn. Bhd.

Undertake the turnkey design and build contract for the development of the Johor State New Administrative Centre

Malaysia

60

60

Finwares Sdn. Bhd. Investment holding Malaysia 100 –

Fleet Group Sdn. Bhd. Investment holding Malaysia 100 100

Grand Influx Sdn. Bhd. General trading Malaysia 100 100

Hatibudi Nominees (Tempatan) Sdn. Bhd. Investment holding Malaysia 100 100

Mahisa Sdn. Bhd.

Property development and undertaking construction and turnkey development contracts

Malaysia

100

100

Mangrove Riviera Sdn. Bhd. Property development Malaysia 100 100

Marak Unggul Sdn. Bhd. Dormant Malaysia 50.01 50.01

* Marina Management Sdn. Bhd. (f.k.a Hing Yiap Fibremakers Sdn. Bhd.)

Dormant Malaysia 100 100

* Nilaimas Sdn. Bhd. Dormant Malaysia 100 100

Nusajaya Consolidated Sdn. Bhd. Dormant Malaysia 100 99.9

Nusajaya Development Sdn. Bhd. Property development Malaysia 100 100

Nusajaya Hotels Sdn. Bhd. Dormant Malaysia 100 –

* Nusajaya Medical Park Sdn. Bhd. Construct, manage and/or operate specialized buildings for long term lease

Malaysia 100 100

Nusajaya Resort Sdn. Bhd. Dormant Malaysia 100 99.9

++ Projek Usahasama Transit Ringan Automatik Sdn. Bhd.

In liquidation Malaysia 100 100

* Renong Credit & Leasing Sdn. Bhd. Ceased operations Malaysia 100 100

140





effective interest

2008 %

2007 %

** Renong Debt Management Sdn. Bhd. Investment holding Malaysia 99.99 99.99

Renong Nusantara Sdn. Bhd. Investment holding Malaysia 100 100

Renong Overseas Corporation Sdn. Bhd. Provision of reimbursable support services to the Group

Malaysia 100 100

Renong Pacific Sdn. Bhd. Investment holding Malaysia 100 100

Renong Solutions (M) Sdn. Bhd. Ceased operations Malaysia 100 100

Renong Ventures Sdn. Bhd. Investment holding Malaysia 100 100

* Renong-India Sdn. Bhd. Dormant Malaysia 100 100

* Teck Hwa Knitting Industries Sdn. Bhd. Ceased operations Malaysia 100 100

UEML-ZRE Reit Managers Sdn. Bhd. (f.k.a. UEML-ZRE-AMP Capital Management Sdn. Bhd.)

Promoter and manager for diversified real estate investment trust

Malaysia

72

51

Subsidiary of amra Resources Sdn. bhd.

Bandar Nusajaya Development Sdn. Bhd.

Investment holding, property development, land trading and an agent for its subsidiaries

Malaysia

100

100

Subsidiaries of bandar Nusajayadevelopment Sdn. bhd.

Nusajaya Campus Sdn. Bhd. Dormant Malaysia 100 100

Nusajaya Energy Sdn. Bhd. Dormant Malaysia 100 100

Nusajaya Gardens Sdn. Bhd. Land trading and investment holding Malaysia 100 100

Nusajaya Greens Sdn. Bhd. Property development, land trading and investment holding

Malaysia 100 100

Nusajaya Group Sdn. Bhd. Investment holding Malaysia 100 100

Nusajaya Healthcare Sdn. Bhd. Dormant Malaysia 100 100

Nusajaya Heights Sdn. Bhd. Property development, land trading and investment holding

Malaysia 100 100

Nusajaya Hotels Sdn. Bhd. Dormant Malaysia – 100

Nusajaya Industrial Park Sdn. Bhd. Property development Malaysia 100 100


subsiDiaries (contD.)(38)

141






effective interest

2008 %

2007 %

Subsidiaries of bandar Nusajayadevelopment Sdn. bhd. (contd.)

Nusajaya Infra Sdn. Bhd. Investment holding Malaysia 99.9 99.9

Nusajaya Leisure Sdn. Bhd. Land trading and investment holding Malaysia 100 100

Nusajaya Management Services Sdn. Bhd. Dormant Malaysia 100 100

Nusajaya Rise Sdn. Bhd. Property development, land trading and investment holding

Malaysia 100 100

Nusajaya Riverside Sdn. Bhd. Investment holding Malaysia 99.9 99.9

Nusajaya Seaview Sdn. Bhd. Land trading and investment holding Malaysia 100 100

Nusajaya Warehousing Sdn. Bhd. Dormant Malaysia 100 100

Preferred Resources Sdn. Bhd. Dormant Malaysia 70 70

Subsidiary of Nusajaya Group Sdn. bhd.

Nusajaya Land Sdn. Bhd. Property development Malaysia 100 100

Subsidiaries of Nusajaya infra Sdn. bhd.

Nusajaya Business Park Sdn. Bhd. Dormant Malaysia 99.9 99.9

Nusajaya Equity Sdn. Bhd. Dormant Malaysia 99.9 99.9

Subsidiary of Nusajaya Riverside Sdn. bhd.

Nusajaya High-Tech Park Sdn. Bhd. Dormant Malaysia 99.9 99.9

Subsidiaries of fleet Group

Cantuman Bahagia Sdn. Bhd. Investment holding Malaysia 100 100

Fibroceil Manufacturing (Malaysia) Sdn. Bhd. Investment holding Malaysia 100 100

Jaguh Mutiara Sdn. Bhd. Investment holding Malaysia 100 100

Subsidiary of Renong Nusantara Sdn. bhd.

P.T. Bias Permata Investment holding Indonesia 100 100

142






effective interest

2008 %

2007 %

Subsidiary of P.T. bias Permata P.T. Hardja Setia

Agriculture, plantation, trading, mining and construction

Indonesia

100

100

Subsidiary of Renong overseas corporation Sdn. bhd.

* Renong Overseas Corporation (S.A.) (Proprietary) Ltd

Investment holding South Africa 100 100

Subsidiaries of Renong overseas corporation (S.a.) (Proprietary) Ltd

* R.O.C. Management Services (Proprietary) Ltd

Representation of holding company in South Africa

South Africa 100 100

* Roc-Union (Proprietary) Ltd Investment holding South Africa 80.4 80.4

Subsidiary of Roc-union (Proprietary) Ltd

* Rocpoint (Proprietary) Ltd Acquisition and development of land South Africa 80.4 80.4

Subsidiary of Renong Ventures Sdn. bhd.

* Merak Indera Sdn. Bhd. Dormant Malaysia 100 100

Note:

* Subsidiaries not audited by Ernst & Young

** One special ordinary share is held by UEM++ Under liquidation


143


associates (39)

name of associate



effective interest

2008 %

2007 %

Equinox Film Production & Distributors Sdn. Bhd.

Dormant

Malaysia

25

25

OptixLab Sdn. Bhd. Ceased operations Malaysia 50 50

Probalance Sdn. Bhd. Under members’ liquidation Malaysia 47.2 47.2

Setia Haruman Sdn. Bhd. Property development and sale of land Malaysia 25 25

Touch ’N Go Sdn. Bhd.

Operation of a central clearing house for contactless smartcard and related services

Malaysia

20

20

associate of hatibudi Nominees (Tempatan) Sdn. bhd.

BIB Insurance Brokers Sdn. Bhd.

Insurance brokers, insurance consultants, commission agents and investment holding

Malaysia

30

30

joint ventures(40)

name of joint ventures



effective interest

2008 %

2007 %

Haute Property Sdn. Bhd. Property development Malaysia 40 40

Horizon Hills Development Sdn. Bhd. Property development Malaysia 50 50

Subsidiaries of horizon hills development Sdn. bhd.

Horizon Hills Property Services Sdn. Bhd. Management and maintenance services Malaysia 100 –

Horizon Hills Resort Bhd. Proprietor of a club and management of a golf course

Malaysia 100 100

144


analysis of shareholDinGs as at 31 march 2009

authoriseD capitalRM2,502,000,000.00 comprising 5,000,000,000 ordinary shares of RM0.50 each and 200,000,000 mandatory convertible redeemable preference shares of RM0.01 each ("MCRPS")

issueD anD fully paiDRM1,215,637,595.52 comprising 2,428,176,911 ordinary shares of RM0.50 each and 154,914,002 MCRPS of RM0.01 each

class of sharesOrdinary shares of RM0.50 eachMCRPS of RM0.01 each

no. of shareholDers34,598 ordinary shareholders2 MCRPS holders

votinG riGht1 vote per ordinary shareNo voting right for MCRPS

orDinary shares

size of holDinGsno. of

shareholDers% of

shareholDersno. of

shares helD% of

issueD capital

Less than 100100 to 1,0001,001 to 10,00010,001 to 100,000100,001 to less than 5% of issued shares5% and above of issued shares

2,482 13,760 14,903

3,102 350

1

7.17 39.77 43.08

8.97 1.01 0.00

100,941 6,585,637

51,337,062 88,388,547

408,711,012 1,873,053,712

0.00 0.27 2.12 3.64

16.83 77.14

total 34,598 100.00 2,428,176,911 100.00

145


30 larGest orDinary shareholDers as per the reGister of DepositorsAS AT 31 MARCH 2009

name of shareholDer

no. of shares helD

% of issueD capital

1 UEM Group Berhad 1,873,053,712 77.14

2 HSBC Nominees (Asing) Sdn Bhd Exempt An For Morgan Stanley & Co.Incoprorated

121,071,075 4.99

3 Employees Provident Fund Board 98,814,463 4.07

4 Citigroup Nominees (Asing) Sdn Bhd Exempt An For Mellon Bank (Mellon)

12,679,693 0.52

5 Alliancegroup Nominees (Tempatan) Sdn Bhd Pheim Asset Management Sdn Bhd For Employees Provident Fund

8,549,250 0.35

6 HDM Nominees (Tempatan) Sdn Bhd UOB Kay Hian Pte Ltd For Gooi Seong Gum (margin)

7,000,000

0.29

7 Citigroup Nominees (Asing) Sdn Bhd Exempt An For Merrill Lynch Pierce Fenner & Smith Incorporated (Foreign)

6,620,253 0.27

8 HSBC Nominees (Asing) Sdn Bhd Exempt An For JP Morgan Chase Bank, National Association (Norges Bank)

6,000,000 0.25

9 Cartaban Nominees (Asing) Sdn Bhd State Street Luxembourg Fund 9T02 For Emerging Markets High Value Teilfonds

5,780,250 0.24

10 Citigroup Nominees (Asing) Sdn Bhd CBNY For DFA Emerging Markets Fund

4,815,375 0.20

11 UOBM Nominees (Asing) Sdn Bhd UOB-IOD For United Overseas Bank Limited (ACU)

4,212,500 0.17

12 CIMB Group Nominees (Tempatan) Sdn Bhd CIMB Trustee Berhad For Pacific Dana Aman (371 7 TRO1)

3,955,000 0.16

13 Pacific & Orient Insurance Co Berhad 3,410,812 0.14

14 Kenanga Nominees (Tempatan) Sdn Bhd Public Bank Group Officers' Retirement Benefits Fund

3,187,500 0.13

15 Yee Hoong Hing 2,550,241 0.11

16 Citigroup Nominees (Asing) Sdn Bhd Exempt An For OCBC Securities Private Limited (Client A/C-NR)

2,527,983 0.10

17 RHB Capital Nominees (Temptan) Sdn Bhd Pledged Securities Account For Noor Azman @ Noor Hizam b Mohd Nurdin (CEB)

2,434,000 0.10

18 Citigroup Nominees (Tempatan) Sdn Bhd Exempt An For Prudential Fund Management Berhad

2,429,000 0.10

146


30 larGest orDinary shareholDers as per the reGister of Depositors (contD.)AS AT 31 MARCH 2009

name of shareholDer

no. of shares helD

% of issueD capital

19

Malaysia Nominees (Asing) Sendirian Berhad British And Malayan Trustees Limited For Lionglobal Singapore/Malaysia Fund (BMT A/C 9001Z)

2,237,500

0.09

20 Soo Yow Lee 2,000,000 0.08

21 Amanah Raya Nominees (Tempatan) Sdn Bhd Public Savings Fund

1,875,000 0.08

22 Low Yew Hock 1,875,000 0.08

23 Kumpulan Wang Simpanan Pekerja 1,865,000 0.08

24 HSBC Nominees (Asing) Sdn Bhd BNY Brussels For Greatlink Asean Growth Fund

1,821,500 0.08

25 AIBB Nominees (Tempatan) Sdn Bhd Pledged Securities Account For Tan Han Chong

1,812,500 0.07

26 CIMB Group Nominees (Tempatan) Sdn Bhd BHLB Trustee Berhad For Prugrowth Fund (50138 TR01)

1,780,000 0.07

27 Citigroup Nominees (Asing) Sdn Bhd CB Spore GW For Lionglobal Malaysia Fund

1,706,250 0.07

28 Lee Kay Huat 1,700,000 0.07

29 HSBC Nominees (Asing) Sdn Bhd DZ Bank INTL For Uni Em Fernost Treuhandkonto, Luxembourg

1,680,000 0.07

30 Amanah Raya Nominees (Tempatan) Sdn Bhd Public Dividend Select Fund

1,625,000 0.07

Total 2,191,068,857 90.24

manDatory convertible reDeemable preference shareholDersAS AT 31 MARCH 2009

name of mcrps holDer

no. of mcrps helD

%

1 UEM Group Berhad 125,942,162 81.30

2 Hartanah Lintasan Kedua Sdn Bhd 28,971,840 18.70

Total 154,914,002 100.00


147


substantial shareholDersAS PER THE REGISTER OF SUBSTANTIAL SHAREHOLDERS, ExCLUDING BARE TRUSTEES AS AT 31 MARCH 2009

no. of orDinary shares helD

name Direct % inDirect %

UEM Group Berhad 1,873,053,712 77.14 - -

Khazanah Nasional Berhad 1,873,053,712a 77.14

Notesa Deemed interested by virtue of being the holding company of UEM Group Berhad

statement of Directors' interests in the company anD its relateD corporationsAS AT 31 MARCH 2009

The company – ueM Land holdings berhad

no.of orDinary shares of rm0.50 each


Tan Sri Dr Ahmad Tajuddin AliDato' Ahmad Pardas SeninWan Abdullah Wan IbrahimAbdul Kadir Md KassimMd Ali Md DewalOh Kim SunDato' Ikmal Hijaz HashimOmar Siddiq Amin Noer Rashid

– 2,500,000

375,000 – – – – –

– 0.10 0.01

–––––

––––––––

––––––––

148


statement of Directors' interests in the company anD its relateD corporations (contD.)AS AT 31 MARCH 2009

Subsidiary of holding company – PLuS expressways berhad




– 20,000

– 40,000

– – ––

– * – * – – ––

––––––––

––––––––

* Less than 0.01%

Subsidiary of holding company – Pharmaniaga berhad




––––––––

––––––––

–––––

177,000––

–––––

0.17––


149


properties of uem lanD holDinGs Group location anD aDDressof property

briefDescriptionanD existinG use

area(sq meters)

tenure

anDyear of

expiry

aGe ofbuilDinG(years)

net book

value as at 31/12/2008

rm’000

Date ofrevaluation/

acquisition

Nusajaya Iskandar Development Region Johor Darul Ta’zim

Land held for propertydevelopment anddevelopment-in-progress

34,310,104

Freehold

–

1,924,654

1995

PTD 2987 Taman Industri Perintis Mukim Tanjung Kupang Nusajaya Johor Darul Ta’zim

Agriculture land

1,443,424

Freehold

–

108,768

17.11.2008

PTD 2994, 2995, 2999, 3001-4, 3006-15, 3050, 3053 Taman Industri Perintis Mukim Tanjung Kupang Nusajaya Johor Darul Ta’zim

Industrial and agriculture land

231,446

Freehold

–

46,146

17.11.2008

Lot no. 247Mukim of Pulai, Johor

Agriculture land Title no : GM 237

8,182 Freehold – 300 01.09.2004

Part of PTD 72263 Mukim Pulai, Johor

Single storey office building

12,224 Freehold 2 4,667 31.12.2005

150


recurrent relateD party transactionsOn 13 October 2008, UEM Land Holdings Berhad (“UEM Land Holdings” or the “Company”) obtained the approval of its shareholders for the mandates for UEM Land Holdings and its subsidiaries to enter into recurrent related party transactions (“Recurrent Transactions”) in the ordinary course of business, with certain related parties.

The following is the disclosure of the aggregate value of transactions conducted based on the nature of the Recurrent Transactions made, name of related parties involved in each type of transaction made and their relation with UEM Land Holdings and its subsidiaries during the financial period ended 31 December 2008:-

item

company in uem lanD holDinGs Group

relateD party

interesteD major shareholDers, Directors anD persons connecteD with them

nature of relationship

nature of transaction

rm’000

1

UEM Land Berhad and its subsidiaries (“UEM Land Group”)

UEM Group Management Sdn Bhd (“UEMGM”)

Khazanah Nasional Berhad (“Khazanah”), UEM Group Berhad (“UEMG”), Tan Sri Dr Ahmad Tajuddin Ali, Dato’ Ahmad Pardas Senin, Abdul Kadir Md Kassim

UEM Land Berhad (“UEM Land”) is a wholly-owned subsidiary of the Company which in turn is a 77.1% subsidiary of UEMG

UEMGM is a wholly-owned subsidiary of UEMG

Provision of corporate, training and administrative support services

426

2

UEM Land Group

UEM Builders Berhad and its subsidiaries (“UEM Builders”)

Khazanah, UEMG, Tan Sri Dr Ahmad Tajuddin Ali, Dato’ Ahmad Pardas Senin, Abdul Kadir Md Kassim

UEM Land is a wholly-owned subsidiary of the Company which in turn is a 77.1% subsidiary of UEMG

UEM Builders is a wholly-owned subsidiary of UEMG

Provision of construction and engineering services

14,405

3

UEM Land Group

Opus Group Berhad (“Opus”)



Opus is a 95.1% subsidiary of UEMG

Provision of project management and engineering consulting services

1,837

4

UEM Land Group

Cermin Cahaya Sdn Bhd (“Cermin Cahaya”)

Khazanah, UEMG, Tan Sri Dr Ahmad Tajuddin Ali, Dato’ Ahmad Pardas Senin, Abdul Kadir Md Kassim, Oh Kim Sun


Cermin Cahaya is a wholly- owned subsidiary of Faber Medi-Serve Sdn Bhd which in turn is a wholly-owned subsidiary of Faber Group Berhad, a 34.3% associate of UEMG

Provision of maintenance and cleaning services at Faber Towers

4

5

UEM Land Group

TIME dotCom Berhad and its subsidiaries (“TdC Group”)



TdC Group is a 28.7% associate of TIME Engineering Berhad, which is a 45.0% associate of UEMG

Provision of internet lease services

56

151


item

company in uem lanD holDinGs Group

relateD party

interesteD major shareholDers, Directors anD persons connecteD with them

nature of relationship

nature of transaction

rm’000

6

UEM Land Group

Forte Tech Solution Sdn Bhd (“Forte Tech”)



Forte Tech is a 96.0% subsidiary of UEMG by virtue of its 70.0% direct interest and 30.0% indirect interest held through Pharmaniaga Berhad which in turn is a 86.8% subsidiary of UEMG

Provision of Network Extended UEM Environment(“NEURON”) services and other ICT shared services

168

7

UEM Land Group

Kadir Andri & Partners (“KAAP”)

UEMG, Abdul Kadir Md Kassim

Abdul Kadir Md Kassim is the Managing Partner of KAAP. He is also a Director of the Company and UEMG

Provision of legal advisory services

55

8

UEM Land Group

Teras Teknologi Sdn Bhd (“Teras”)


UEM Land is a wholly-owned subsidiary of the Company which in turn is a 77.1% subsidiary of UEM

Teras is a wholly-owned subsidiary of UEMG

Provision of ICT services, security and access system in Ledang Heights

11

9

Cahaya Jauhar Sdn Bhd (“CJSB”)

UEMGM


CJSB is a 60% subsidiary of UEM Land which in turn is a wholly-owned subsidiary of the Company which in turn is a 77.1% subsidiary of UEMG

UEMGM is a wholly-owned subsidiary of UEMG

Provision of corporate, training and administrative support services

24

10

CJSB

UEM Builders


CJSB is a 60% subsidiary of UEM Land which in turn is a wholly-owned subsidiary of the Company which in turn is a 77.1% subsidiary of UEMG

UEM Builders is a wholly-owned subsidiary of UEMG

Provision of construction and engineering services

23,619

Total 40,605

152


notice of first annual General meetinGNOTICE IS HEREBY GIVEN THAT the First Annual General Meeting of the Company will be held at Grand Ballroom, 1st Floor, Sime Darby Convention Centre, 1A Jalan Bukit Kiara 1, 60000 Kuala Lumpur on Wednesday, 10 June 2009 at 10.30 a.m. for the purpose of transacting the following businesses:

aGenDa

1 To receive the Audited Financial Statements for the year ended 31 December 2008 together with the Reports of the Directors and Auditors thereon.

As Ordinary Business2 To re-elect the following Directors retiring in accordance with Article 92 of the Company’s Articles of Association

and who being eligible, have offered themselves for re-election:

i) Tan Sri Dr Ahmad Tajuddin Aliii) Wan Abdullah Wan Ibrahimiii) Abdul Kadir Md Kassimiv) Md Ali Md Dewalv) Oh Kim Sunvi) Dato’ Ikmal Hijaz Hashimvii) Omar Siddiq Amin Noer Rashid

3 To approve the payment of Directors’ remuneration in respect of the financial year ended 31 December 2008.

4 To re-appoint Messrs Ernst & Young as Auditors and to authorise the Directors to fix their remuneration.

As Special BusinessTo consider and, if thought fit, to pass the following as ordinary resolutions:

5 PROPOSED AUTHORITY TO ALLOT AND ISSUE SHARES PURSUANT TO SECTION 132D OF THE COMPANIES ACT, 1965

“THAT pursuant to Section 132D of the Companies Act, 1965, the Directors be and are hereby authorised to allot and issue shares in the Company at any time and upon such terms and conditions and for such purposes as the Directors may, in their absolute discretion deem fit, provided that the aggregate number of shares issued pursuant to this resolution does not exceed 10% of the issued capital of the Company as at the date of this Annual General Meeting and that the Directors be and are also empowered to obtain the approval for the listing and quotation for the additional shares so issued on Bursa Malaysia Securities Berhad and that such authority shall continue to be in force until the conclusion of the next Annual General Meeting of the Company.”

6 PROPOSED MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE

“THAT pursuant to paragraph 10.09 of the Listing Requirements of Bursa Malaysia Securities Berhad, approval be and is hereby given for the Shareholders’ Mandate for the Company and/or its subsidiaries (“UEM Land Holdings Group”) to enter into recurrent related party transactions of a revenue or trading nature, which are necessary for the day-to-day operations of UEM Land Holdings Group to be entered into by UEM Land Holdings Group provided such transactions are in the ordinary course of business and are on terms not more favorable to the related party than those generally available to the public, particulars of which are set out in Section 2.2 of the Circular to Shareholders of the Company dated 8 May 2009 AND THAT such approval conferred by the mandate shall continue to be in force until:

a) the conclusion of the next Annual General Meeting (“AGM”) of the Company following this AGM at which such mandate is passed, at which time it will lapse, unless by a resolution passed at such general meeting whereby the authority is renewed;

b) the expiration of the period within which the next AGM of the Company after that date is required to be held pursuant to Section 143(1) of the Companies Act, 1965 (“Act’) (but shall not extend to such extensions as may be allowed pursuant to Section 143(2) of the Act); or

Resolution 1Resolution 2Resolution 3Resolution 4Resolution 5Resolution 6 Resolution 7 Resolution 8

Resolution 9

Resolution 10

153


c) revoked or varied by resolution passed by the shareholders in a general meeting,

whichever is the earlier,

AND FURTHER THAT the Directors of the Company and/or any of them be and are/is (as the case may be) hereby authorised to complete and do all such acts and things (including executing such documents under the common seal in accordance with the provisions of the Articles of Association of the Company, as may be required) as they may consider expedient or necessary to give effect to the Proposed Mandate.”

7 To transact any other business for which due notice shall have been given.

By Order of the Board

TAN HWEE THIAN (MIA 1904)MOHD NOR AZAM MOHD SALLEH (MAICSA 7028137)Company Secretaries

Kuala Lumpur8 May 2009

NoTe 1

1 Every member is entitled to appoint a proxy or in the case of a corporation, to appoint a representative to attend and vote in his place. A proxy may but need not be a member of the Company and the provision of Section 149(1)(b) of the Companies Act, 1965 need not be complied with.

2 To be valid, the original form of proxy duly completed must be deposited at the Share Registrar’s office, Symphony Share Registrars Sdn Bhd, Level 26, Menara Multi-Purpose, Capital Square, No. 8, Jalan Munshi Abdullah, 50100 Kuala Lumpur not less than 48 hours before the time of holding the Meeting.

3 The instrument appointing a proxy shall be in writing under the hand of the appointor or his attorney duly authorised in writing or if such appointor is a corporation, under its common seal or under the hand of its attorney.

4 If the Form of Proxy is returned without any indication as to how the proxy shall vote, the proxy will vote or abstain as he thinks fit.

5 If no name is inserted in the space provided for the name of your proxy, the Chairman of the Meeting will act as your proxy.

6 A member holding one thousand (1,000) ordinary shares or less may appoint only one (1) proxy to attend and vote at a general meeting who shall represent all the shares held by such member. A member holding more than one thousand (1,000) ordinary shares may appoint up to ten (10) proxies to attend and vote at the same meeting and each proxy appointed, shall represent a minimum of one thousand (1,000) ordinary shares. Where a member appoints one (1) or more proxies to attend and vote at the same meeting, such appointments shall be invalid unless the member specifies the proportion of his shareholding to be represented by each proxy.

NoTe 2

Resolution pursuant to Section 132d of the companies act, 1965The proposed Resolution 10, if passed, would enable the Directors to issue up to a maximum of 10% of the issued share capital of the Company as at the date of this Annual General Meeting for such purposes as the Directors consider would be in the best interest of the Company. This authority, unless revoked or varied by the Company at a General Meeting, will expire at the next Annual General Meeting.

NoTe 3

Resolution on the Proposed Mandate for Recurrent Related Party Transactions of a Revenue or Trading NatureFor Resolution 11, further information on the Recurrent Related Party Transactions is set out in the Circular to Shareholders of the Company dated 8 May 2009 which is despatched together with the Company’s Annual Report 2008.

Resolution 11

154


Directors who are seekinG re-election at the first annual General meetinG of the company

The details of all the Directors seeking re-election are set out in their respective profiles which appear in the Profile of Directors on pages 41 to 43 of this Annual Report. The details of their interest in the securities of the Company are set out in the Analysis of Shareholdings on pages 144 to 148 of this Annual Report.

statement accompanyinG notice of the first annual General meetinG

I/We, of being a member of UEM LAND HOLDINGS BERHAD (“the Company”), hereby appoint of or failing him/her the Chairman of the meeting as my/our proxy to vote for me/us and on my/our behalf at the First Annual General Meeting of the Company to be held at Grand Ballroom, 1st Floor, Sime Darby Convention Centre, 1A Jalan Bukit Kiara 1, 60000 Kuala Lumpur on Wednesday, 10 June 2009 at 10.30 a.m. and at any adjournment thereof.

(Please indicate with an “” or “x” in the boxes provided 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.)

SIGNATURE (If shareholder is a corporation, this part should be executed under seal)

DATED THIS DAY OF 2009

proxy form

Resolution For Against

To re-elect the following Directors retiring in accordance with Article 92 of the Company’s Articles of Association:

i) Tan Sri Dr Ahmad Tajuddin Aliii) Wan Abdullah Wan Ibrahimiii) Abdul Kadir Md Kassimiv) Md Ali Md Dewalv) Oh Kim Sunvi) Dato’ Ikmal Hijaz Hashimvii) Omar Siddiq Amin Noer Rashid

1234567

To approve the payment of Directors’ remuneration in respect of the financial year ended 31 December 2008.

8

To re-appoint Messrs Ernst & Young as Auditors and to authorise the Directors to fix their remuneration.

9

To authorise Directors to allot and issue shares pursuant to Section 132D of the Companies Act, 1965.

10

To approve the Proposed Mandate for Recurrent Related Party Transactions of a Revenue or Trading Nature.

11

No. of shares

CDS Account Number

Telephone No.

Affix stamp here

the share reGistrar’s office

Symphony Share Registrars Sdn Bhd

Level 26, Menara Multi-Purpose

Capital Square

No. 8 Jalan Munshi Abdullah

50100 Kuala Lumpur

fold this flap to seal

fold here

NoTe 1 Every member is entitled to appoint a proxy or in the case of a corporation, to appoint a representative to attend and vote in his place. A proxy may but need not

be a member of the Company and the provision of Section 149(1)(b) of the Companies Act, 1965 need not be complied with.

2 To be valid, the original form of proxy duly completed must be deposited at the Share Registrar’s office, Symphony Share Registrars Sdn Bhd, Level 26, Menara Multi-purpose, Capital Square, No. 8, Jalan Munshi Abdullah, 50100 Kuala Lumpur not less than 48 hours before the time of holding the Meeting.

3 The instrument appointing a proxy shall be in writing under the hand of the appointor or his attorney duly authorised in writing or if such appointor is a corporation, under its common seal or under the hand of its attorney.

4 If the Form of proxy is returned without any indication as to how the proxy shall vote, the proxy will vote or abstain as he thinks fit.

5 If no name is inserted in the space provided for the name of your proxy, the Chairman of the Meeting will act as your proxy.

6 A member holding one thousand (1,000) ordinary shares or less may appoint only one (1) proxy to attend and vote at a general meeting who shall represent all the shares held by such member. A member holding more than one thousand (1,000) ordinary shares may appoint up to ten (10) proxies to attend and vote at the same meeting and each proxy appointed, shall represent a minimum of one thousand (1,000) ordinary shares. Where a member appoints one (1) or more proxies to attend and vote at the same meeting, such appointments shall be invalid unless the member specifies the proportion of his shareholding to be represented by each proxy.


FROM VISION TO ACTION

Long before the southern span of Johor was given a second glance as an economic region, we had trained our sights on it. Seen the possibilities. Appraised the strengths. Sensed and understood the potential.

Prodded by our own sure sense of belief, we took what began as a vision and nurtured it to full flight.

Looking back at what had been in our mind’s eye, is today the unfolding of that one unwavering focus. Nusajaya.

PICTURE ON COVER

A bird’s eye view of current developments in Nusajaya, with Puteri Harbour waterfront development in the foreground and a completed Johor State New Administrative Centre (“JSNAC”) in part of the background.

FIRST ANNUAL GENERAL MEETING

DateWednesday, 10 June 2009

Time10.30 a.m.

VenueGrand Ballroom, 1st FloorSime Darby Convention Centre1A Jalan Bukit Kiara 160000 Kuala Lumpur

CORPORATEDIRECTORy

CORPORATE HEADqUARTERS

16-1 Mercu UEM Jalan Stesen Sentral 5Kuala Lumpur Sentral 50470 Kuala LumpurMalaysia

TEL +603-2727 6000FAX +603-2727 2000www.uemland.com

BUSINESS OFFICE, SALES AND MARKETING OPERATIONS

Nusajaya Centre No. 8, Ledang Heights79100 NusajayaJohor Darul Ta’zimMalaysia

TEL +607-277 3700FAX +607-277 3701www.nusajayacity.com

Puteri HarbourSatellite Clubhouse Lot PTD14109079100 NusajayaJohor Darul Ta’zimMalaysia

TEL +607-530 2122FAX +607-530 2125/2126

Horizon Hills Golf & Country ClubNo. 1 Jalan EkaHorizon Hills79100 NusajayaJohor Darul Ta’zimMalaysia

TEL +607-232 3166FAX +607-232 3919

Cahaya Jauhar Sdn Bhd 27 & 29, Jalan Indah 15/3Bukit Indah 79100 NusajayaJohor Darul Ta’zimMalaysia

TEL +607-235 0800FAX +607-235 0890

Setia Haruman Sdn BhdThe Lodge63000 CyberjayaSelangor Darul EhsanMalaysia

TEL +603-8312 8000FAX +603-8312 8100

UEM LAND HOLDINGS BERHAD830144-W

FROM VISION tO actION UEM LAND HOLDINGS BERHAD ANNUAL REPORT 2008

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