COVER RATIONALE

Through the years, UMLand has remained focused on its vision as a developer of distinction through the strengthening of our resources and improvement of our craft.

The 2010 Annual Report’s theme shows the Group’s continued commitment, determination and passion for excellence.

With the spirit of teamwork and perseverance that unites us, we continue our mission to deliver long term value to our stakeholders, customers and shareholders, as we are…‘LEAPING FORWARD’. CONTENTS 4 Corporate Profi le 6 Corporate Information 10 Chairman’s Message 14 Five-Year Group Financial Highlights 16 Financial Calendar 17 Group Corporate Structure 20 Board of Directors 22 Profi le of Directors 29 Management Team 36 Operations Review 46 Corporate Responsibility 48 Corporate Calendar 2010 60 Corporate Governance Statement 69 Statement on Internal Control 72 Audit Committee Report 75 Additional Compliance Information 81 Financial Statements 159 List of Properties 162 Analysis of Shareholdings 165 Notice of 50th Annual General Meeting 170 Statement Accompanying Notice of 50th Annual General Meeting

Form of Proxy VISION To be a property developer of distinction, creating MISSION quality lifestyles To develop a brand and communities that represents quality and innovation which creates value and is the preferred choice

SHARED VALUES • Integrity • Customer driven • Profi table • Excellence • Rewarding • Team that works • Progressive

UNITED MALAYAN LAND BHD (4131-M) 4

CORPORATE PROFILE

UNITED MALAYAN LAND BHD (4131-M) 5

United Malayan Land Bhd (UMLand) was incorporated in 1961 and listed on the Main Board of Bursa Malaysia Securities Berhad in 1969. The Group is principally involved in property development.

Guided by a dynamic Board of Directors under the leadership of YABhg Tun Musa Hitam, UMLand’s Board of Directors comprises seven members, four of whom are independent.

With a proven track record as a property developer of distinction in both mixed development townships and high- end niche developments, the Group’s growth strategy is to build on its solid foundation by enhancing the value of its Township Division and expanding its Niche Division.

The Township Division has three integrated township developments located in high growth areas of Malaysia. The townships of Bandar Seri Alam and Taman Seri Austin are strategically located within Iskandar Malaysia, Johor whilst Bandar Seri Putra is situated in Selangor.

The Niche Division has to date completed three high-end residential serviced apartments and condominiums – Seri Bukit Ceylon at Jalan Bukit Ceylon, Suasana Sentral Loft at KL Sentral and Suasana Bangsar in the suburb of Bangsar. The Division is now developing 310-unit residential serviced apartments located in Bukit Ceylon within KL city centre known as Suasana Bukit Ceylon and is on course to launch three new niche projects within the vicinity of KLCC, Johor Bahru CBD and Nusajaya, Iskandar Malaysia.

As at 31 December 2010, UMLand’s paid up share capital is RM241,705,233, comprising 241,705,233 ordinary shares of RM1.00 each. The Group’s shareholders’ fund is RM878.53 million and its net assets per ordinary share is RM3.64.

UNITED MALAYAN LAND BHD (4131-M) 6 CORPORATE INFORMATION

BOARD OF DIRECTORS NOMINATION COMMITTEE AUDITORS Tun Musa Hitam Datuk Syed Ahmad Khalid PricewaterhouseCoopers Chairman Syed Mohammed (Chairman) Chartered Accountants Independent Non-Executive Director Datuk Nur Jazlan Tan Sri Mohamed Level 10, 1 Sentral, Jalan Travers Syed Azmin Mohd Nursin Kuala Lumpur Sentral Dato’ Ng Eng Tee @ Syed Nor P O Box 10192 Deputy Chairman 50706 Kuala Lumpur Non-Independent Executive Director RISK COMMITTEE Syed Azmin Mohd Nursin PRINCIPAL BANKERS Datuk Syed Ahmad Khalid @ Syed Nor (Chairman) OCBC Bank (Malaysia) Berhad Syed Mohammed Dato’ Ng Eng Tee Alliance Bank Malaysia Berhad Independent Non-Executive Director Pakhruddin Sulaiman Malayan Banking Berhad CIMB Bank Berhad Datuk Nur Jazlan Tan Sri Mohamed OPTION COMMITTEE Kuwait Finance House (Malaysia) Berhad Independent Non-Executive Director Syed Azmin Mohd Nursin AmBank Berhad @ Syed Nor (Chairman) Syed Azmin Mohd Nursin Dato’ Ng Eng Tee SHARE REGISTRAR @ Syed Nor Pee Tong Lim Securities Services (Holdings) Sdn. Bhd. Non-Independent Non-Executive Director Level 7, Menara Milenium SENIOR MANAGEMENT Jalan Damanlela Ng Eng Soon Dato’ Ng Eng Tee Pusat Bandar Damansara Non-Independent Non-Executive Director Deputy Chairman / Executive Director Damansara Heights 50490 Kuala Lumpur Pakhruddin Sulaiman Pee Tong Lim Tel No : 603-2084 9000 Independent Non-Executive Director Group Chief Executive Offi cer Fax No : 603-2094 9940

AUDIT COMMITTEE Zulkifl y Garib STOCK EXCHANGE LISTING Datuk Syed Ahmad Khalid Director of Operations Main Market, Bursa Malaysia Syed Mohammed (Chairman) Securities Berhad Datuk Nur Jazlan Tan Sri Mohamed COMPANY SECRETARY Stock Name : UMLand Pakhruddin Sulaiman Zuraidah Mohd Yusoff Stock Code : 4561 (MAICSA 7001552) EXECUTIVE COMMITTEE Tun Musa Hitam (Chairman) REGISTERED OFFICE Dato’ Ng Eng Tee Suite 1.1, 1st Floor Syed Azmin Mohd Nursin Kompleks Antarabangsa @ Syed Nor Jalan Sultan Ismail 50250 Kuala Lumpur TENDER BOARD COMMITTEE Tel No : 603-2142 1611 Dato’ Ng Eng Tee (Chairman) Fax No : 603-2142 1826 (Corporate) Syed Azmin Mohd Nursin 603-2141 4867 (Secretarial) @ Syed Nor www.umland.com.my Datuk Syed Ahmad Khalid Syed Mohammed

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

UNITED MALAYAN LAND BHD (4131-M) 7

UNITED MALAYAN LAND BHD (4131-M)

Our commitment and dedication to excellence differentiates us from others.

UNITED MALAYAN LAND BHD (4131-M)

11 CHAIRMAN’S MESSAGE

On behalf of the Board of Directors (“Board”), I am pleased to present the Annual Report and Financial Statements for United Malayan Land Bhd (“UMLand” or “the Group”) for the fi nancial year ended 31 December 2010 (“FY2010”).

OPERATING ENVIRONMENT In 2010 the global economic environment started showing 2009. This was fueled by the steady year-long growth in signs of recovery from the slowdown of the previous consumer demand, an unexpected and welcome boon to years. The major economies which have been hit by the all sectors. This steady recovery for the Malaysian economy recession began to turn around. The global economic is expected to continue into 2011 with BNM forecasting mood was moving into positive territory gradually as GDP growth of between 5% to 6%. reflected by some positive economic indicators, such as the decline in unemployment rate in USA from 9.7% in On a sectoral basis, although the Malaysian construction March 2010 to 9.0% in January 2011; and an increased sector registered a lower 5.2% growth for the year 2010 gross domestic product (“GDP”) growth in China of 10.3% compared to 5.8% for 2009, an impressive final quarter for 2010 compared to 9.2% recorded for 2009. Despite this rebound was recorded, posting a 5.6% growth compared silver lining, most economists cautioned that there are still to 2.8% growth in the preceding quarter. many uncertainties on the road ahead. It is still too early to celebrate. I am pleased to note that UMLand joined the wave of domestic economic optimism by reporting encouraging For Malaysia 2010 has been a good year with the economy results for FY2010. UMLand’s strong performance can be recovering quite significantly from the year before. Figures attributed to the strong economic recovery and support released by Bank Negara Malaysia (“BNM”) showed that from all our stakeholders namely customers, bankers, the Malaysian economy rebounded strongly with a GDP authorities, investors and employees. As a result, both our growth of 7.2% compared to a contraction of -1.7% in niche and township divisions did well.

UNITED MALAYAN LAND BHD (4131-M) 12 CHAIRMAN’S MESSAGE

Upholding our commitment to reward our loyal shareholders, a net dividend of 7.5 sen per share was proposed for FY2010.

DIVIDEND During the year, a tax-exempt interim dividend of 2.50 sen per ordinary share was paid in FY2010. In addition, a fi nal dividend of 5.15 sen per ordinary share, consisting of gross dividend of 0.60 sen per ordinary share, less tax, and a single-tier dividend of 4.55 sen per ordinary share, has been proposed by the directors which will be subject to shareholders’ approval in the forthcoming annual general meeting. If the proposed fi nal dividend is approved, the total gross dividend will be 7.65 sen per ordinary share, bringing the total net dividend for FY2010 to 7.50 sen per ordinary share. This net dividend is consistent with that of the previous fi nancial year.

HIGHLIGHTS Marking a more satisfactory year for UMLand were several corporate milestones and developments in 2010.

UMLand increased its visibility and credibility in the Klang Revenues climbed 52% to Valley as its niche division witnessed the completion of the RM316.9 million from last Suasana Bangsar development and the launch of its much- year, contributed by the anticipated Suasana Bukit Ceylon in the second half of 2010. successful performance of The Group’s commitment to ongoing value creation for its customers also continued unabated. Down south in Iskandar our Niche and Township Malaysia, the Group’s fl agship township development, Divisions. Bandar Seri Alam has in a strategic move been transformed into a “City of Knowledge”. To earn this recognition, the Group had brought into Seri Alam, the Masterskill University College of Health Sciences, Universiti Teknologi Mara, Universiti Kuala Lumpur, Mara Junior Science College and the Malaysian Art School. These institutions together with the existing Japanese International School, Nam Heng FINANCIAL PERFORMANCE Chinese Primary School and fi ve other government primary In the year under review, the Group’s revenues recorded a and secondary schools, the proposed HELP University and 52% surge from RM208.5 million for the fi nancial year ended the Raffl es International College, will truly transform and 31 December 2009 (“FY2009”) to RM316.9 million for FY2010. position Seri Alam as an education hub. The Group’s pre-tax profi t of RM74.3 million for FY2010 was an increase of 18 % from pre-tax profi t of RM62.9 million from In addition to the educational facilities, the incorporation the previous year. The profi t attributable to the owners of the of other amenities such as the District Police Headquarters, Company (profi t after tax and minority interests) for FY2010 police station, hypermarkets, eateries, golf course, town was RM51.6 million, compared to RM55.0 million for the parks, community centres and a private hospital also provide a previous fi nancial year. complete experience for township living in Seri Alam.

UNITED MALAYAN LAND BHD (4131-M) 13

A sustainable property market will continue to be supported by domestic demand, access The Southern Coastal Highway and the expansion of the to fi nancing and positive Pasir Gudang Highway from 4 to 6 lanes in the near term, would improve accessibility to Bandar Seri Alam and reduce government initiatives. driving time to a mere 18 minutes.

These strategic developments auger well for the future of Seri Alam where there is still approximately 1,118 acres of undeveloped land.

The other two townships of the Group, namely Taman Seri Austin in Iskandar Malaysia, Johor and Bandar Seri Putra in Bangi Selangor, also performed well with strong sales registered for their new launches in the year.

OUTLOOK IN 2011 The continued growth in domestic demand, favorable fi scal market conditions and positive government initiatives Against this backdrop, UMLand will continue to capitalise augur well for a near and longer-term outlook for the on our competitive advantages, including choice locations; property sector. market-driven and quality product offerings; and experienced and dedicated personnel, to sustain continued interest from In Budget 2011, the Malaysian Government announced both local and foreign investors in our current and future the “My First Home Scheme” to enable Malaysians to own developments. their own homes. Under this scheme fi rst-time house buyers with household monthly income of not more than RM3,000 will enjoy 100% fi nancing on their fi rst home purchase with ACKNOWLEDGMENTS purchase price ranging from RM100,000 to RM220,000. This My deepest gratitude, fi rst and foremost, is extended to together with the 50% stamp duty waiver on transfer and loan my fellow Board members and the Group’s management agreement for houses up to RM250,000, would undoubtedly team and members of staff for their unfl agging efforts, help boost the property market on the demand side, and open tireless dedication and commitment to the shared success of opportunities for the property ladder on the supply side. UMLand.

The improvement in business and consumer sentiments and My heartfelt appreciation also goes to the Group’s valued continued access to fi nancing at attractive interest rates will customers for their support and trust in the Group’s products further support expansion in both the residential and non- and for constantly providing valuable feedback for the Group residential segments of the property market. to make improvements. Wholehearted appreciation must also be extended to our esteemed business partners, associates, The Government’s Economic Transformation Programme, suppliers and bankers whose effi ciency, loyalty and support aimed at propelling the country into a high-income nation are the pillars that help us maintain the dynamism in our by 2020, will ultimately be translated into greater disposable businesses. Last but not least, sincere acknowledgment must income and purchasing power and would also have a be made of the invaluable support and confi dence shown to signifi cant stimulus impact on the property market. UMLand by local and regional authorities.

As a cautionary measure to prevent a property bubble, the Government has introduced a restriction of 70% loan-to- value ratio for purchases of third residential properties. This measure is expected to curb uncontrolled speculations and help to create a healthy and sustainable property market. Tun Musa Hitam Chairman

UNITED MALAYAN LAND BHD (4131-M) 14 FIVE-YEAR GROUP FINANCIAL HIGHLIGHTS

UMLand Group (figures in RM million) 2010 2009 2008 2007 2006

OPERATING RESULTS

Revenue 316.92 208.51 172.08 396.77 416.58

Profit before taxation 74.34 62.92 0.58 71.05 67.46 Taxation (16.60) (5.45) (1.84) (11.10) (10.89) Profi t / (Loss) for the fi nancial year 57.74 57.47 (1.26) 59.95 56.57

Profi t / (Loss) attributable to: Owners of the Company 51.57 55.04 (3.46) 46.61 40.15 Non-controlling interests 6.17 2.43 2.20 13.34 16.42 Profi t / (Loss) for the fi nancial year 57.74 57.47 (1.26) 59.95 56.57

KEY BALANCE SHEET DATA Issued and paid-up share capital* 241.30 241.30 241.30 241.25 231.94

Total assets employed 1,179.41 1,197.14 1,271.44 1,280.83 1,353.16

Total liabilities 245.41 272.37 370.99 361.13 506.12

Total net assets 934.00 924.77 900.45 919.70 847.04

Equity attributable to owners of the Company 878.53 857.85 816.39 832.83 772.39 Non-controlling interests 55.47 66.92 84.06 86.87 74.65 Total equity 934.00 924.77 900.45 919.70 847.04

KEY FINANCIAL RATIOS Gross dividend per share (sen) 7.65 9.76 2.50 10.00 9.00

- Taxed 0.60 9.06 2.50 10.00 6.50 - Tax exempt 2.50 0.70 – – 2.50 - Single tier 4.55 – – – –

Net dividend per share (sen) 7.50 7.50 1.90 7.40 7.31

Basic earnings per share (sen) 21.37 22.81 (1.43) 19.56 17.31

Net assets per share (RM) 3.64 3.56 3.38 3.45 3.33

Gearing (times) 0.15 0.22 0.34 0.30 0.45

* Net of treasury shares of 401,800.

UNITED MALAYAN LAND BHD (4131-M) (Figures in Ringgit Malaysia) Maintaining ourstrongasset base Revenue 316.92 1,179.41 Total assets 1,179.41

10 Healthy growthfromtownship 10 316.92

09 1,197.14 09 208.51

08 1,271.44 08 172.08

07 1,280.83 07 396.77 and nichedivisions

06 1,353.16 +52% 06 416.58 million -1% million 3.64 Net assetspershare 51.57 to ownersofthecompany Net profitattributable 10 3.64 10 51.57

Preserving thevalueofyour 09 3.56 09 55.04 08 3.38 (3.46) driving earningsgrowth 08 07 3.45 ringgit 07 46.61 06

3.33 06 40.15 million Niche Division +2% -6% Company Basic earningspershare(EPS) 21.37 7.50 Net dividendpershare

Continuous rewardtoourloyal 10 7.50 10 21.37 Higher EPStargetforFY2011

UNITED MALAYAN LANDBHD(4131-M) 7.50 09 09 22.81

08 1.90 08 (1.43) 07 7.40 19.56

sen 07

06 7.31 06

17.31 sen shareholders -6% NIL 15 16 FINANCIAL CALENDAR FOR THE PERIOD 1 JANUARY 2010 TO 31 DECEMBER 2010

Payment of 2nd interim dividend of 2.5 sen less tax for fi nancial year ended 31 December FEB 2009. The fi nal net dividend amounted to 10 2010 RM4,525,438.65.

Announcement of Quarter 4 fi nancial results for the fi nancial period ended FEB 31 December 2009 to Bursa Malaysia 24 2010 Securities Berhad.

Announcement of Quarter 1 fi nancial results for the fi nancial period ended 31 March 2010 MAY to Bursa Malaysia Securities 49th 26 2010 Annual General Meeting/ Berhad. Extraordinary General JUNE Meeting at Crowne Plaza 23 2010 Mutiara Kuala Lumpur.

Announcement of Quarter 2 fi nancial results for the fi nancial period ended AUG 30 June 2010 to Bursa Malaysia 25 2010 Securities Berhad.

Payment of fi nal dividend of 4.06 sen per ordinary share less tax and 0.70 sen per ordinary share, tax exempt in respect of the fi nancial year ended 31 December Announcement of SEPT 2009. The fi nal net dividend amounted to Quarter 3 fi nancial results 7 2010 for the fi nancial period RM9,036,812.63. ended 30 September NOV 2010 to Bursa Malaysia 24 2010 Securities Berhad.

UNITED MALAYAN LAND BHD (4131-M) GROUP CORPORATE 17 STRUCTURE

Investment holding and provision of management services

70% 100%

BANGI HEIGHTS SERI ALAM PROPERTIES 100% SDN BHD DEVELOPMENT SDN BHD SERI ALAM HOTEL Property Development and Property Development RESORT SDN BHD Property Investment General Trading 100% 70% DYNASTY VIEW SDN BHD SUASANA SENTRAL TWO SDN BHD Property Development and 100% Related Activities Property Development and PMS SERVICES Related Activities SDN BHD 100% Project Management 50.533% UM RESIDENCES SDN BHD 100% SSBC SDN BHD Development of UM DEVELOPMENT SDN BHD Serviced Apartments 100% Letting and Marketing Property Development and Somerset Seri Bukit Related Activities SERI ALAM LEISURE Ceylon Serviced SDN BHD Residences 50% 100% Investment Holding ALPINE RETURN SDN BHD EXQUISITE SKYLINE Property Development and SDN BHD Related Activities Property Development 100% 100% SERI ALAM GOLF & 50% EQUESTRIAN CLUB EXQUISITE MODE SDN BHD SDN BHD Property Development NUSAJAYA CONSOLIDATED Operation of a Recreational SDN BHD Club including leasing of the Property Development grounds and Related Activities 51% EXTREME CONSOLIDATED 100% SDN BHD UM LEISURE SDN BHD Property Development General Trading

100% 100% UM LAND ASSETS SDN BHD 100% Property Investment CLEAR DYNAMIC SDN BHD IPJORA HOLDINGS SDN BHD Property Development Developing, Building, Owning and Operating 100% Serviced Apartments UM LAND BENA SDN BHD 100% Property Development and COUNTRY EQUITY SDN BHD Related Activities Investment Holding

Township Division Niche Division

UNITED MALAYAN LAND BHD (4131-M) Leveraging on our collective skills and strengths, we ensure the UMLand spirit overcomes all challenges. UNITED MALAYAN LAND BHD (4131-M)

31

WONG KUEN KONG Head of Subsidiary, Dynasty View Sdn Bhd

Wong Kuen Kong, aged 56, Malaysian, joined UMLand Group in 1990 as the Head of Finance in Corporate & Finance Division of Seri Alam Properties Sdn Bhd. He was appointed as General Manager for Dynasty View Sdn Bhd, a wholly-owned subsidiary of UMLand Group, in 2008 and is responsible for the overall management and operation of Taman Seri Austin township, a development by Dynasty View Sdn Bhd.

He is a member of the Malaysian Association of Company Secretaries.

He began his career as Senior Audit Assistant in an Australian audit fi rm in 1975. Prior to joining UMLand Group, he has worked with several companies including Hong Huat Realty Sdn Bhd, Datong Holdings Bhd and Tai Wah Garments & Knitting Factory Sdn Bhd. In 1990, he decided to return to property sector and joined Chee Tat Plantations Sdn Bhd (which is now known as Seri Alam Properties Sdn Bhd.)

He does not have any family relationship with any director or major shareholder of UMLand. He has never been charged for any offence and there have been no business arrangements with UMLand in which he has personal interests.

TAN KIAT HOW Head of Subsidiary, Seri Alam Properties Sdn Bhd

Tan Kiat How, aged 48, Malaysian, joined Seri Alam Properties Sdn Bhd (“SAP”), a wholly-owned subsidiary of UMLand Group, in 2006 as Head of Asset Management and Support Services. He was appointed as Acting Head of Subsidiary of SAP in November 2010 and is responsible for the overall management and operation of the Bandar Seri Alam development, a township development by SAP.

He graduated with a Master’s Degree in Business Administration from the University of Sunshine Coast, Queensland, Australia.

He started his professional career in auditing with Coopers and Lybrand and moved on to Pricewaterhouse. Prior to joining SAP, he has held various management positions in the area of administrative and fi nance in Chee Tat Holdings (M) Sdn Bhd and was also a Director of the company.

He does not have any family relationship with any director or major shareholder of UMLand. He has never been charged for any offence and there have been no business arrangements with UMLand in which he has personal interests.

FINANCIAL MANAGEMENT

GAN TEONG HOCK Financial Controller

Gan Teong Hock, aged 52, Malaysian, joined UMLand Group in June 2006 as the Financial Controller. He is responsible for the overall fi nancial and accounting operations of the Group.

He is a member of The Association of Chartered Certifi ed Accountants, United Kingdom and The Malaysian Institute of Accountant.

He began his training with Delloite Kassim Chan before moving on to the commercial sector. Prior to joining UMLand, he has worked with several public listed companies gaining experiences in various industries which included property development, manufacturing, trading and services sectors.

He does not have any family relationship with any director or major shareholder of UMLand. He has never been charged for any offence and there have been no business arrangements with UMLand in which he has personal interests.

UNITED MALAYAN LAND BHD (4131-M) 32 MANAGEMENT TEAM

MANAGEMENT TEAM

United Malayan Land Bhd

Dato’ Ng Eng Tee Pee Tong Lim Zulkifl y Garib Deputy Chairman / Executive Director Group Chief Executive Offi cer Director of Operations

Mohd Dinniah Yusof Long Foo Lum Gan Teong Hock Tax Advisory Business Development Financial Controller

Tengku Mahmood Tengku Ismail Zuraidah Mohd Yusoff Leong Chooi Kuen Group Technical Liaison / Company Secretarial & Legal Corporate, Tax Planning & Group Human Resource & Administration Risk Management

Lim Siang Joo Gan Kok Seong Kairin Romeena Abdul Rauf Group Information Technology Cost Management & Control Group Public Affairs

Ab Aziz Ab Hamid Group Security

NICHE DIVISION

Lim Chin Tian Chong Sumi Leong Neoh Kim Wah Technical Consultant Project Group Marketing & Sales

Norulhudai Nasir Teo Lian Seng Finance & Risk Management Project

TOWNSHIP DIVISION

Seri Alam Properties Sdn. Bhd. Dynasty View Sdn. Bhd. Bangi Heights Development Sdn. Bhd.

Tan Kiat How Wong Kuen Kong Ng Tay Guan Head of Subsidiary Head of Subsidiary Head of Subsidiary

Tan Siew Peng Tan Siew Peng Mun Choong Jan Finance & Risk Management Finance & Risk Management Finance & Risk Management

Mohd Saifuddin Salehuddin Mohd Saifuddin Salehuddin Yasmin Daud Township Management Township Management Township Management

Auw Yang Ho Chong Chee Hong Woo Wee Tiong Project Management Contract Administration Project Management

Law Teck Seng Law Teck Seng Aw Wee Kiat Liaison Liaison Liaison

Chang Siau Ham Cheng Siew Lee Au Kar Sheng Marketing & Sales Marketing Marketing & Sales

Seri Ramloo Ramaloo Chan Fong Li Planning & Product Sales

UNITED MALAYAN LAND BHD (4131-M) 33

UNITED MALAYAN LAND BHD (4131-M)

Preparedness that is infused with craft and resources makes overcoming every obstacle fun and effortless.

UNITED MALAYAN LAND BHD (4131-M) 36

UNITED MALAYAN LAND BHD (4131-M) OPERATIONS 37 REVIEW

PERFORMANCE OVERVIEW Encouraging sales growth for the year in review were registered in government-backed key economic corridors such as the Iskandar Malaysia and development areas of PBT improved from RM62.9 million to Greater Kuala Lumpur identifi ed under the Economic RM74.3 million, a healthy growth of Transformation Programme. The expected economic vibrancy of the Iskandar Malaysia and the Greater Kuala 18%, refl ecting our continuous strive Lumpur augurs well for the Group’s projects, both in township to enhance shareholders’ value. and niche divisions, as they are located strategically within these two high growth areas.

Under the township division, the Group operates three township developments: Bandar Seri Alam and Taman Seri Austin, both located in Iskandar Malaysia, Johor, and Bandar Seri Putra in Bangi, Selangor. In the niche division, the Group has completed the Suasana Bangsar project in Bangsar, Kuala Lumpur, and has launched the Suasana Bukit Ceylon project in downtown Kuala Lumpur in November 2010.

The Group posted revenues of RM316.9 million for the fi nancial year ended 31 December 2010 (“FY2010”) against RM208.5 million the year before. This represents a signifi cant increase of 52%. MALAYSIA PROPERTY INDUSTRY IN 2010 The improved consumer sentiments since the last quarter of Profi ts before tax (“PBT”) for FY2010 was RM74.3 million, 2009 has benefi ted the residential property market for the representing an increase of 18% from PBT for the fi nancial year in review, refl ected in 2010 fi gures showing a rebound year ended 31 December 2009 (“FY2009”) which stood at in demand at 7.1%, a marked increase from a contraction of RM62.9 million. The rebound in revenue and PBT for FY2010 2.3% in 2009. In addition to the swell of consumer demand was attributable to the Group’s improved overall sales and consumption in 2010 is the 11% increase in the sales performance from both the township and niche divisions. of construction-related materials in 2010, indicating strong The profi t attributable to the owners of the company (profi t investment activity, a positive sign to overall domestic after tax and minority interests) for FY2010 was RM51.6 economic growth. million compared to RM55.0 million for FY2009.

The Malaysian House Price Index rose by 6.2% in 2010 with UMLand’s fi rm track record of successes and strong revenue the gap between demand and supply in the housing sector stream have been, and will continue to be, driven by the reportedly to have widened in 2010, and the increasing stock Group’s two main segments: township and niche divisions. of housing had moderated compared to 2009. Whilst overall Contributions from strategic land sales for the year under property prices at the national level remained elevated, the review were lower compared to those of preceding years, scenario differed greatly from region to region. Industry although the Group recorded another land sale to an reports showed that within selected urban areas and their institution of higher learning at Bandar Seri Alam as well surrounding areas, house price increases were as much as as the sale of land by the Group’s wholly-owned subsidiary, four times that at the national level. Ipjora Holdings Sdn Bhd.

UNITED MALAYAN LAND BHD (4131-M) 38 OPERATIONS REVIEW

Undeveloped land bank of approximately 1,555 acres with an estimated GDV of RM4.7 billion will drive township division’s future earnings growth.

TOWNSHIP DIVISION For the year under review, the Group’s three township developments had stepped up their launches in line with the country’s steady economic performance. All in, a total of 591 units of residential and shop-offi ces were launched during the year.

The Group’s township division performed well in 2010 and made signifi cant contributions to the Group’s profi ts. Revenue for the township division was RM208.0 million for the year, a Hospital; the 18 hole Christine golf course; 4 star hotel with 41% increase compared to RM148.0 million in FY2009. Profi t conference and banquet facilities; Tesco hyper market; after tax (“PAT”) of RM28.1 million was however lower than McDonald’s 24-hour drive-through restaurant; and the Big previous year’s PAT of RM49.6 million as higher profi t margin Valley Ranch with recreational and horse riding activities. was achieved in FY2009 resulted from strategic land sales. Along with all these institutions, facilities and amenities, Seri Alam is also home to the new regional Police Headquarters Our fl agship township of Bandar Seri Alam is an integral part (Ibu Pejabat Polis Daerah or IPD) on a 20 acre site. of the country’s fastest growth corridor Iskandar Malaysia. Bandar Seri Alam being a fully integrated township spanning At Bandar Seri Alam we still have a balance of some 1,118 3,762 acres (15 square kilometres) has been recognised as the acres of land for future development, which has an estimated “Eastern Gateway” of Iskandar Malaysia. Adding to this honour Gross Development Value (GDV) in excess of RM3.0 billion. is the recognition from the Iskandar Regional Development Authority (IRDA) acknowledging Bandar Seri Alam as the The Group’s other township development in Iskandar Malaysia, “Educational Hub” for the Eastern Corridor of the Iskandar Taman Seri Austin, posted a stronger performance for FY2010 Malaysia. This was the result of the establishment of several compared to FY2009 arising from strong sales demand. Of the institutions of higher learning in Seri Alam, ie University Kuala total gross land area of 500 acres in Taman Seri Austin, a balance Lumpur; University Teknologi Mara; Masterskill University of 208 acres is left for future development. The projected GDV College of Health Sciences; Mara Junior Science College; from the undeveloped lands is estimated at RM1.0 billion. Malaysia Arts School, Japanese International School; and the proposed HELP University and Raffl es International College. During the year, Seri Austin became one of the fi rst developers In addition to these institutions Seri Alam also has six national to provide High Speed Broad Band (HSBB) facilities to its type schools. customers. This was done in collaboration with Telekom Malaysia Berhad with the provision of HSBB services to Besides the educational institutions Seri Alam is also initially 316 double-storey link houses under Phase Three of endowed with a multitude of amenities and facilities. There Seri Austin, providing value of greater integrated living for is the commercial centre with six banks; the Residency Private the township residents.

UNITED MALAYAN LAND BHD (4131-M) 39

Taman Seri Austin is located within the vicinity of many During the year in review, niche division posted revenue established amenities such as two 36-hole golf course of RM108.0 million for FY2010, a signifi cant 79% increase and country club resort, shopping malls, hypermarkets, compared to revenue of RM60.2 million for FY2009. It also educational and medical facilities, complementing the recorded a 155% surge in PAT contribution, from RM13.0 numerous other conveniences that ensure optimum comfort million for FY2009 to RM33.2 million for FY2010. and ease for its residents. Suasana Bangsar, which was launched in July 2008, was The Group’s township development in the Klang Valley is the main contributor for the niche division for FY2010 as it the freehold 899-acre Bandar Seri Putra development in reached full completion of the project, comprising 190 units Bangi which has a total remaining estimated GDV of RM0.7 of condominiums and posting a total project GDV of RM198 billion from its balance of 229 acres land to be developed. million. The project was 95% sold as at end of 2010, refl ecting the desirability of Suasana Bangsar with its strategic location Bandar Seri Putra, registered strong sales and take up rates and product offering. The handover to purchasers and in 2010. This township is advantageously located between owners is currently in progress. the old Bangi town and Putrajaya. It enjoys direct frontage and accessibility to the North South Highway. Going forward, the outlook for Bandar Seri Putra is exciting and Suasana Bukit Ceylon and Puteri its future developments are focused on premier hilltop bungalows, upper end residential and commercial housing Harbour developments will be and the commercial centre. the main contributors for Niche Division in FY 2011. NICHE DIVISION Equally important to note for the year in review are the progress and roster of achievements within our niche division. This division is represented by two current high-end developments in Klang Valley, Suasana Bangsar and Suasana Bukit Ceylon in 2010; and will be joined by another boutique water-front development in Puteri Harbour, Nusajaya in 2011.

UNITED MALAYAN LAND BHD (4131-M) 40 OPERATIONS REVIEW

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UNITED MALAYAN LAND BHD (4131-M) 42 OPERATIONS REVIEW

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Another high note that illuminated the Group’s 2010 calendar For the forthcoming fi nancial year, FY2011, the Group expects of achievements was the launch of Suasana Bukit Ceylon, an the performance of its township division to remain steady upmarket 310-unit service apartments located within the serene while Suasana Bukit Ceylon and Puteri Harbour projects are enclave of Bukit Ceylon at the fringe of Kuala Lumpur city centre expected to be the main contributors to the performance of with commanding views of the city skyline of KL Tower and KLCC. the niche division. Since its preview sales in November 2010, it has enjoyed a strong take-up rate of about 48% of the units. The total estimated GDV Moving forward, the Group’s new niche developments in the for Suasana Bukit Ceylon stands at approximately RM314.8 pipeline include Matex project with mixed commercial, hotel million. Going forward, Suasana Bukit Ceylon is expected to be and serviced residences development in Jalan Wong Ah Fook the main contributor for the niche division in the fi nancial year in the Johor Bahru city centre; the 4.35 acre project (a 50:50 joint ending 31 December 2011 (“FY2011”). venture with Bolton Bhd) at the junction of Jalan Yap Kwan Seng and Jalan Mayang in the vicinity of KLCC; and the proposed Completing the line-up of upmarket products in our niche development of a 600-acre land near Pulai Jaya (a 51:49 joint development division is the 50:50 joint-venture collaboration venture with Tradewinds Johor Sdn Bhd). with UEM Land Berhad, a reputable master developer with a keen interest to propel the Nusajaya corridor within With these projects coming on stream for the coming years, the Iskandar Malaysia to greater heights. This joint venture is Group is confi dent of maintaining its strong sales performance currently developing a block of exclusive waterfront luxury and fi nancial health. boutique apartments with a retail podium located adjacent to the proposed Traders Hotel and Indoor Theme Park at the waterfront of the Puteri Harbour Marina. The target ACKNOWLEDGMENTS launch for this development is in the second half of 2011. On behalf of the management team, heartfelt gratitude is extended to the Board of Directors for their invaluable support and guidance which has solidifi ed the Group through another OUTLOOK AND PROSPECT fruitful year. The management team is also indebted to the Helped by the strong Malaysian economic growth, the outlook collective and committed efforts of each and every member for both township and niche divisions is promising. of staff with their dedication and understanding of important teamwork and culture of discipline prevalent in UMLand. For the township division, Bandar Seri Alam is constantly While commendable results are always a shared group effort, evolving with more amenities added. Plans are afoot to set up our stakeholders, customers, purchasers, suppliers, partners, a new banking hub and a modern commercial centre to cater bankers and authorities are the essential building blocks of our to the needs of a fast-evolving population. Equally exciting continued success. Deep and sincere gratitude is deserved is the outlook for Seri Austin with continuation of the upward by all who contributed to a successful FY2010. trend of sales from 2010 well into 2011. In the Klang Valley, Bandar Seri Putra will continue with the new launches while planning is underway for its hill-top premium bungalows.

For the niche development, the 164-unit high-end serviced apartments to be developed in Puteri Harbour is targeted to be PEE TONG LIM launched in the second half of the year. This project is expected Group Chief Executive Offi cer to be a beacon of attraction to the domestic market as well as to foreign buyers with its strategic location at the integrated and picturesque waterfront and marina.

In December 2010, the joint venture company purchased a second parcel of commercial land at the waterfront development of Puteri Harbour. Overlooking a lagoon and crowned by a promenade, Puteri Harbour’s mixed development, encompassing business and residential components will add unquantifi able prestige to UMLand’s list of achievements.

UNITED MALAYAN LAND BHD (4131-M) With our passion and heart, no task is too small or inconsequential as we are motivated to reciprocate the trust placed in us. UNITED MALAYAN LAND BHD (4131-M) 46 CORPORATE RESPONSIBILITY

UMLAND AND COMMUNITY Good Corporate Responsibility develops positive relationship and improves reputation. In practice, our commitment to Corporate Social Responsibility (CSR) plays out in a wide variety of ways in the location in which we conduct our business. UMLand believes in community investment as a complement to our business development.

We have strengthened our relationship with the local communities, especially in our three main townships ie Bandar Seri Putra, in Bangi, Taman Seri Austin and Bandar Seri Alam in Johor. We acknowledge, in the true spirit of giving, caring goes beyond just cash donations.

During the period under review, UMLand’s communal activities have been divided into two main categories which are Festival Celebrations and Humanitarian Contributions.

FESTIVAL CELEBRATION WITH THE LESS FORTUNATE • UMLand & Bangi Heights Development Sdn Bhd organised a Chinese New Year Celebration with Ampang Old Folks Home. • Ramadhan Breaking Fast function and contribution to less fortunate children at Seri Austin Gallery. • Contribution to chronic illness patients in Bandar Seri Alam under the Ziarah Ramadhan programme. The United Malayan Land Bhd (“UMLand”) and its subsidiaries • Breaking Fast Ceremony with needy single mothers in are conscious of its commitment to all stakeholders and Galleria Seri Alam. endeavors to operate ethically, fi nancially and in a socially • Mooncake and Raya Cultural Night in Seri Austin Gallery responsible manner. Internally, we shall pursue opportunities with old folks home. whilst taking into consideration our social obligations. We • Hari Raya Celebration at Rumah Solehah with UMLand & view Corporate Responsibility as a strategic asset investment Bangi Heights Development Sdn Bhd’s staff. in the long-term and strive for a balanced approach. The UMLand Group is committed to giving back to society and HUMANITARIAN CONTRIBUTION at the same time achieving its business target. • Blood Donation Campaign organised by Dynasty View Sdn Bhd for Taman Seri Austin community. In this regard, UMLand has formulated Corporate • Distribution of Bubur Lambuk by Bangi Heights Responsibility initiatives that are aligned to the business Development staff to Bandar Seri Putra community objectives and expectations of all stakeholders in particular during Ramadhan. the employees, customers, investors and community. The • Seri Alam Properties Sdn Bhd organised the “Fund Raising Corporate Responsibility programs would be evolved and Campaign” to build a block of 4-storey classrooms and developed with active participation from our employees multipurpose hall for SJK ( C) Nam Heng Bandar Seri Alam. who believe in such a philosophy.

UMLand Corporate Responsibility activities focus on four UMLAND AND ENVIRONMENT core areas namely the Community, Environment, Education UMLand also commits itself to good environmental practices and also in Human Capital Development. For each of these in its businesses. We recognise that our activities must be core areas UMLand has exercised some activities in order to carried out responsibly due to the fragile ecosystems in achieve the objective in contributing back to the community. certain areas we operate.

UNITED MALAYAN LAND BHD (4131-M) 47

UMLAND AND HUMAN CAPITAL A strong company requires not only skilled but driven, motivated and loyal employees. Attention is given to the professional and personal development of members within UMLand family to nurture a culture of hard work, discipline and creativity. Comprehensive training in terms of functional and soft skills are continuously rolled out within the group. We are also committed to develop a pool of talent that can be nurtured into UMLand future leaders, in tandem with our Besides ensuring that we operate in accordance with the objective to create human capital providing service excellence highest environmental standards, we also take proactive steps to stakeholders and to be a preferred employer. to increase awareness towards environmental conservation within the local communities impacted by our presence. Various type of trainings for different level of employees are widely implemented throughout the Group to foster greater For example, environmental awareness campaigns such as the cooperation and understanding between staff and instilling Earth Day Celebration and Tree Planting Ceremony by Dynasty of UMLand’s core values. On going social activities such as View Sdn Bhd were successfully carried out. Apart from that, annual dinners, award recognitions such as staff performances Effective Microorganism (EM) Awareness Programme was also appreciation and long service award are all part of the held for students and teachers of Sekolah Kebangsaan Taman programmes provided to the employees. Daya 2 at the Seri Austin EM workshop in order to create awareness on the pollution problem and how to improve the environment.

UMLAND AND EDUCATION Investing in the nation’s future begins with preparing the young by providing them with a strong and solid foundation as well as the opportunities to develop their potential to the fullest. We also believe that everyone should have access to quality education and of course to live in a place that provides such facilities will be an advantage.

Through the evolvement of our Bandar Seri Alam township development into a best known as ‘City of Knowledge’, we hope to create more potential candidates for future endeavors by having more educational institutions in the township.

Apart from that, in order to motivate and encourage some brilliant students to keep on improving themselves in their studies, Bangi Heights Development Sdn Bhd has awarded high-achieving students of SK Bandar Seri Putra who scored 5A’s in the UPSR with cash reward. Being the fi rst batch of students of SK Bandar Seri Putra who sat for the exams, we hope that such rewards will give them a very good impact towards their education.

UNITED MALAYAN LAND BHD (4131-M) 48 CORPORATE CALENDAR 2010

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JANUARY - MARCH CHINESE NEW YEAR CELEBRATION AT AMPANG OLD FOLKS HOME United Malayan Land Bhd (UMLand) & Bangi Heights Development Sdn Bhd (BHD) In the spirit of Chinese New Year Celebration, the staff of UMLand and BHD organized a get-together event with the residents of Ampang Old Folks Home. Group Chief Executive Offi cer, Mr Pee Tong Lim also participated in the fun and meaningful event for the residents. The Group contributed hampers and Ang Pow to the Home’s 50 residents and donated RM1,000 to the Home. A

A TRULY ASIAN CELEBRATION United Malayan Land Bhd (UMLand Group) UMLand organised its 2010 Annual Gala Dinner at The Royale Chulan Hotel, Kuala Lumpur for all the staff from the main offi ce and also from BHD as an appreciation for their commitment and support to the Group. Also present at the event were UMLand’s Chairman, YABhg Tun Musa Hitam and UMLand’s Executive Director YBhg Dato’ Ng Eng Tee. With the theme of “Asian Culture”, some of the highlights during the night includes Best Dressed Competition, Best Staff Performance and Long Service Awards. In Johor Bahru, Seri Alam Properties Sdn Bhd (SAP) and Dynasty View Sdn Bhd (DVSB) had their “Pink” themed Annual Gala Dinner at The Grand Paragon Hotel, JB. B APRIL EARTH DAY CELEBRATION Dynasty View Sdn Bhd (DVSB) In conjunction with the World Earth Day, the staff and management of DVSB participated in the Effective Microorganism Workshop to learn how to make mudballs. DVSB has made about 500 pieces of mudballs which will be used for water retention and pond treatment. C

LAUNCH OF ALISMA, DOUBLE STOREY TERRACE & TREE PLANTING CEREMONY Dynasty View Sdn Bhd (DVSB) En. Abdul Rahman Abdullah, Corporate and Public Affairs Director of Majlis Bandaraya Johor Bahru and General Manager of DVSB, Mr. KK Wong, planted a tree to commemorate the offi cial launch ceremony of Alisma in conjunction with the World Earth Day. The ceremony symbolised the continuous effort and cooperation of “Eco-Living” campaign by UMLand together with the support from Johor Bahru City Council to advocate a greener and healthier living in the township.

UNITED MALAYAN LAND BHD (4131-M) 49

MAY SERI ALAM – IRDA ANNUAL GOLF TOURNAMENT 2010 Seri Alam Properties Sdn Bhd (SAP) The Golf Tournament 2010 was organized for the very fi rst time in Christine Resort between SAP and Iskandar Regional Development Authorities (IRDA). This tournament aimed to strengthen and maintain good relationship between both parties. SAP won the championship. JUNE UMLAND’S 49TH ANNUAL GENERAL MEETING & EXTRAORDINARY GENERAL MEETING United Malayan Land Bhd (UMLand) UMLand held its 49th Annual General Meeting & Extraordinary General Meeting at Crowne Plaza Mutiara Kuala Lumpur whereby shareholders approved the audited financial statements for the financial year ended B 31 December 2009. UMLand made a solid rebound from its loss position in 2008 to register RM54.8 million net earnings on the back of RM208.5 million in turnover for the fi nancial year ended 31 December 2009, representing earnings growth of over 100% compared to FY 2008. D

FAREWELL TERATAK SERI ALAM Seri Alam Properties Sdn Bhd (SAP) Prior to the relocation of SAP Corporate Offi ce and Sales Gallery, a farewell party among the staff was held to reminisce the good old times at the 20-year old building, Teratak Seri Alam. During the event, there were also birthday celebrations for those who were born in the months of April, May and June. Apart from that, the event was also held to appreciate the ISO members who were involved in C internal audit as an auditor or coordinator.

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UNITED MALAYAN LAND BHD (4131-M) 50 CORPORATE CALENDAR 2010

F E JULY 5TH ANNIVERSARY CELEBRATION & BLOOD DONATION CAMPAIGN Dynasty View Sdn Bhd (DVSB) In conjunction with its 5th Anniversary celebration, Seri Austin organised a Blood Donation Campaign and also health screening. The health talk on “Healthy Eating” delivered by Miss Siti Fariza, Dietician from Puteri Specialist Hospital was very benefi cial to the public. Apart from that, the visitors were entertained by the 1Malaysia Cultural Dance Performances. Telekom Malaysia Berhad also participated in the event by promoting their latest products and gave visitors a valuable insight into the High Speed Broadband to be implemented at Phase 3 of the township. E

UiTM JOHOR GROUND BREAKING CEREMONY Seri Alam Properties Sdn Bhd (SAP) Bandar Seri Alam is gradually transforming into an education city by welcoming University Teknologi MARA (UiTM) into the township. The ground breaking ceremony was offi ciated by Minister of Higher Learning Dato’ Seri Mohamed Khaled Nordin. Known as UiTM Johor, the Pasir Gudang Campus will be constructed on 200 acres of land and is expected to start operations by 2012. It could accommodate up to a capacity of 4,000 students.

TERATAK SERI ALAM HANDING OVER TO MASTERSKILL UNIVERSITY CEREMONY Seri Alam Properties Sdn Bhd (SAP) On 30 July 2010, Teratak Seri Alam was offi cially handed over to Masterskills Education Group Berhad. The building is now the Masterskills University College of Health & Science. Also present at the handover ceremony was Johor Police Chief, DCP Dato’ Mohd Mokhtar Hj Mohd Sharif.

UNITED MALAYAN LAND BHD (4131-M) 51

AUGUST ACQUISITION OF 29% MINORITY STAKE IN ZIARAH RAMADHAN TO CHRONICALLY ILL EXQUISITE SKYLINE SDN BHD PATIENTS IN SERI ALAM COMMUNITY United Malayan Land Bhd (UMLand) Seri Alam Properties Sdn Bhd (SAP) UMLand acquired the balance of 29% minority interest in its SAP fulfi ll its responsibility towards the community by 71%-owned subsidiary, Exquisite Skyline Sdn Bhd (ESSB), contributing to chronically ill patients in Bandar Seri Alam. from Impian Pasti Sdn Bhd making ESSB its wholly owned Ziarah Ramadhan is part of Seri Alam’s CSR program. In subsidiary. ESSB is the developer of the newly previewed this program, 10 residents with Chronic illnesses have been project, Suasana Bukit Ceylon, a luxury high-rise serviced selected by the community leaders to receive some cash apartments located in the serene enclave of Bukit Ceylon, and goods to ease their burden. Kuala Lumpur. MAJLIS BUKA PUASA AT GALLERIA SERI ALAM DISPOSAL OF INVESTMENT PROPERTY BY Seri Alam Properties Sdn Bhd (SAP) IPJORA HOLDINGS SDN BHD This yearly event was organized at Galleria Seri Alam, the new United Malayan Land Bhd (UMLand) SAP Sales Gallery and Corporate Offi ce. During this event, Ipjora Holdings Sdn Bhd (Ipjora), a wholly owned subsidiary all SAP staff and the township’s residents got together at the of UMLand, disposed its investment property land breaking fast ceremony and also celebrated single mothers measuring 1,566 square metres, located in the city centre in need. Seri Alam Councillor, Tuan Haji Abdul Rahim was the for RM25 million to Muncul Warisan Sdn Bhd. special guest on that day and he handed out the contributions to 20 recipients. F BREAKING OF FAST & CONTRIBUTION TO NEEDY SCHOOL CHILDREN DISTRIBUTION OF ‘BUBUR LAMBUK’ EVERY Dynasty View Sdn Bhd (DVSB) FRIDAY DURING FASTING MONTH On 25 August 2010, DVSB held a Breaking Fast (Iftar) Bangi Heights Development Sdn Bhd (BHD) function with needy school children at the Seri Austin The free distribution of bubur lambuk was organized with Sales Gallery. This annual event was organised by DVSB in the assistance of The Residents Association of Bandar conjunction with the holy month of Ramadhan. As part of Seri Putra (RABSP) with the objective to strengthen BHD’s the DVSB Corporate Social Responsibility (CSR) initiatives, rapport with RABSP, 1,000 packs of bubur lambuk were contributions of RM4,500 cash were given to 15 needy distributed every Friday at a special stall located opposite school children of all races from neighbouring schools. the Sales Gallery. G The recipients were students from SK Taman Daya 2, SJK Tamil Ladang Tebrau and SJK Cina Pandan.

PHASE 5B3 (P3) BLUEBELL@GARDEN RESIDENCY OFFICAL LAUNCHING Seri Alam Properties Sdn Bhd (SAP) Bandar Seri Alam’s signature development, the Bluebell@ Garden Residency was officially launched by Johor Jaya States assemblyman, YB Tan Cher Puk on 8 August 2010. Bluebell@Garden Residency are double storey terrace houses designed and developed by Seri Alam Properties to meet the needs of medium and high-end purchasers.

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SEPTEMBER MOONCAKE RAYA CULTURAL NIGHT & DONATION TO OLD FOLKS HOME Dynasty View Sdn Bhd (DVSB) It was a night fi lled with entertainment for everyone on Saturday, 18 September 2010, where almost 1,500 people gathered at the Seri Austin Sales Gallery for the “Mooncake Raya Cultural Nite and Donation to Old Folks Home” event organised by DVSB. The event was held in Seri Austin to celebrate the Chinese Lantern Festival and Hari Raya Celebration in conjunction with the Pre-Launching of Azolla, the 22’ wide double storey terrace houses, the fi rst of its kind at Seri Austin.

HARI RAYA AIDILFITIRI CELEBRATION AT RUMAH SOLEHAH United Malayan Land Bhd (UMLand) & Bangi Heights Development Sdn Bhd (BHD) The management and staff of UMLand and BHD visited an orphanage, Rumah Solehah at Taman Mawar, Kuala Lumpur. During the visit, a cheque amounting to RM1,000 was contributed and handed over to the home, together with “Green Packet” distributed to the children by the staffs. H OCTOBER LAUNCH OF AZOLLA & CONTRIBUTION TO SJK © PEI CHEE SCHOOL BUILDING FUND Dynasty View Sdn Bhd (DVSB) DVSB launched Azolla, the fi rst 22’ wide double storey terrace houses in Seri Austin on Sunday, 3 Oct 2010. The 1st parcel of 32 units of 22’x75’ is located at Phase 3, a gated and guarded community to give home buyers peace of mind on safety and security. About 1,200 people came to witness the offi cial launching ceremony by YB Teng Boon Soon, Member of Parliament for Constituency of Tebrau. He was accompanied by YB Senator Khoo Soo Seang and Mr Teo Soi Eng, MPJBT Councilor.

UNITED MALAYAN LAND BHD (4131-M) 53

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VISIT TO OLD FOLKS HOME Dynasty View Sdn Bhd (DVSB) The management and staff of DVSB visited Sherun Old Folks Home at Bandar Selesa Jaya, Skudai. During the visit, Mr J Wong handed over a cheque amounting to RM3,000 as part of the CSR for the year 2010. The staff also contributed some household items and old clothes to the home. The home was founded in 2001 and has about 60 residents under the care of its founder, Madam Kala. I

SIGNING CEREMONY OF SERVICE AGREEMENT FOR THE PROVISION OF NETWORK INFRASTRUCTURE AND SERVICES OF HIGH SPEED BROADBAND BETWEEN DYNASTY VIEW SDN BHD AND TELEKOM MALAYSIA BERHAD Dynasty View Sdn Bhd (DVSB) DVSB sealed a Service Agreement with Telekom Malaysia Berhad for the deployment and provision of TM’s HSBB network infrastructure and services to the residential development of Seri Austin, Johor Bahru. J

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SERI ALAM & HELP INTERNATIONAL CORPORATION BERHAD MOU SIGNING CEREMONY Seri Alam Properties Sdn Bhd (SAP) In realising the vision of establishing the “City Of Knowledge”, SAP signed an MOU with HELP international Corporation Bhd to set up their Johor campus in the township. Signed by Datuk Dr. Paul Chan, President of HELP and UMLand Group’s CEO, Mr. Pee Tong Lim, this milestone event was witnessed by the Minister of Higher Education, YB Dato’ Seri Mohamed Khaled Nordin.

SERI ALAM – MEDIA & AUTHORITIES BOWLING TOURNAMENT 2010 Seri Alam Properties Sdn Bhd (SAP) SAP organized a Bowling Tournament between SAP, media and local authorities. This activity is part of SAP’s initiatives to maintain good rapport and relationship among them. Team from TNB Pasir Gudang won the overall championship for this tournament.

MAJLIS RAMAH MESRA WITH RESIDENTS OF BANDAR SERI PUTRA Bangi Heights Development Sdn. Bhd. (BHD) The objective of this event was to gather all the residents of Bandar Seri Putra and also the staff of BHD to foster better relations as well as to enhance community living. This was the fi rst Hari Raya Gathering that gathered around 1,500 guests. K

AEROBICS OPENING CEREMONY Bangi Heights Development Sdn. Bhd. (BHD) Majlis Perwakilan Penduduk Zon 24 (MPP 24) MPKJ with the assistance of BHD organised aerobic sessions which were conducted on a fortnightly basis. The main objective of the event was to encourage healthy lifestyle among Bandar Seri Putra’s (BSP) community and to promote the town park as the main recreational area at BSP. The opening ceremony was well received and managed to gather around 300 residents. L

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NOVEMBER VISIT BY CHIEF MINISTER OF JOHOR TO SERI AUSTIN Dynasty View Sdn Bhd (DVSB) On 18 Nov 2010, the Chief Minister of Johor, Y.A.B Dato’ Haji Abdul Ghani Othman visited Seri Austin as part of his offi cial visits to the Dewan Undangan Negeri Kawasan Puteri Wangsa. He was accompanied by his entourage of government offi cials and politicians. Amongst them were YB Dato’ Hj. Abdul Halim Haji Suleiman, State Assemblyman for Puteri Wangsa and Senator Khoo Soo Seang, Member of Senate, Parliament of Malaysia. M

MOUNTAIN BIKE COMMUNITY POLICING Seri Alam Properties Sdn Bhd (SAP) In an event organized by Ibupejabat Polis Daerah (IPD) Seri Alam on 13 November 2010 at Dataran Alhamara, Menara Aqabah, Pasir Gudang Johor, YB Dato’ Seri Mohamed Khaled Haji Nordin, Minister of Higher Education and Member of Parliament for Pasir Gudang handed-over 15 units of mountain bikes to IPD Seri Alam for the Community Policing Program. Community Policing Program is an effort by Polis DiRaja Malaysia to combat crime and reduce crime index in the community.

NAM HENG CHARITY EVENT Seri Alam Properties Sdn Bhd (SAP) On 13 November 2010, more than 2,000 people gathered at SJK (C) Nam Heng Bandar Seri Alam to celebrate the school’s 10th Anniversary and also the launching of “Fund Raising Campaign”. The fund was to build a new 4 storey-block of classrooms and a multipurpose hall. The event was also attended by YB Tan Cher Puk member of Johor State Assembly, Mr Tai Soon Hong Chairman of The Board of Directors of SJK (C) Nam Heng Bandar Seri Alam, Mdm Tay Koi Lian Headmistress of SJK (C) Nam Heng Bandar Seri Alam and Mr Frankie Tan, Head of Subsidiary of SAP. Also present were the members of MCA, local community leaders, NGOs, media and residents of Seri Alam.

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PRICE GIVING CEREMONY TO 5A’S SCORER UPSR AT SEKOLAH KEBANGSAAN BANDAR SERI PUTRA Bangi Heights Development Sdn. Bhd. (BHD) BHD has contributed RM50 to each of the student who scored 5A’s in the recent UPSR examinations. This reward programme was to congratulate and also to motivate the respective students for being the fi rst batch of student at Sekolah Kebangsaan Bandar Seri Putra who sat for the exams. N DECEMBER NUSAJAYA CONSOLIDATED SDN BHD ACQUIRED 2ND COMMERCIAL LAND PARCEL IN PUTERI HARBOUR, NUSAJAYA Nusajaya Consolidated Sdn. Bhd. (NCSB) NCSB a 50:50 joint venture company between UMLand and UEM Land Berhad, acquired a second parcel of land in Puteri Harbour of approximately 6.698 acres for RM49.6 million for the development of a business and residential hub in Puteri Harbour. This mixed development is envisioned to be the pulse of activities in Puteri Harbour, with a range of F & B and retail outlets overlooking the lagoon with strings of activities to be held along the promenade. NCSB had earlier in November 2009 acquired the fi rst land parcel in Puteri Harbour for the development of boutique waterfront apartments complemented by retail components, which is currently underway.

UNITED MALAYAN LAND BHD (4131-M) 57

HI-TEA & CHRISTMAS CELEBRATION Dynasty View Sdn Bhd (DVSB) The management of DVSB organized a Hi Tea at Ponderosa Golf and Country Club on 24 December 2010 as a way of appreciating its staff’s hard work and effort in achieving the targets of 2010. The staff were treated to good food, lucky draw and games. O

CHRISTMAS CELEBRATION AT YAYASAN SUNBEAMS HOME United Malayan Land Bhd (UMLand) The management and staff of UMLand visited Yayasan Sunbeams Orphanage Home, which is located at Taman Mawar, Kuala Lumpur. During the visit, a cheque amounting to RM1, 000, hampers consisting of school uniforms, stationeries and food were distributed to the children as part of the Group’s charity contribution. P

REHDA MELAKA VISITS SERI ALAM Seri Alam Properties Sdn Bhd (SAP) On 3 December 2010, REHDA Melaka organized a tour to Johor to visit the latest housing development projects. Coordinated by REHDA Johor, Bandar Seri Alam was chosen as one of the location to be visited by the group. Mr. Frankie Tan, Head of Subsidiary of SAP did a presentation on the development of Seri Alam to the delegates.

PHASE 4A1 GRAND VISTA OFFICAL LAUNCHING Seri Alam Properties Sdn Bhd (SAP) Seri Alam’s latest development, the 4A1 Grand Vista Apartment was offi cially launched by Mr. Frankie Tan, Head of Subsidiary of SAP. Apart from the sales activities, games and variety of food were served throughout the event. With the theme of Malaysian Food Paradise, all kinds of Malaysian delicacies and cuisine were prepared.

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UNITED MALAYAN LAND BHD (4131-M) We leap forward with confi dence, commitment and inspiration based on our collective strength. UNITED MALAYAN LAND BHD (4131-M) 60 CORPORATE GOVERNANCE STATEMENT

The Board of Directors (Board) of United Malayan Land Bhd (UMLand) continues to recognise and subscribe to the importance of the principles and best practices set out in the Malaysian Code on Corporate Governance (Revised 2007) (the Code). The Board will continue to strengthen governance practices to safeguard the best interests of shareholders and other stakeholders.

The Board has also taken cognizance of the pertinent recommendations of the Corporate Governance Guide: Towards Boardroom Excellence issued by Bursa Malaysia Securities Berhad (Bursa Securities) in applying the principles and best practices of corporate governance. The following statements outlines the Group’s application of the Code for the fi nancial year ended 31 December 2010 up to the date of this Annual Report 2010.

BOARD OF DIRECTORS The present size and composition of the Board is well balanced comprising individuals of high calibre, with varied academic background and professional qualifi cations and experiences to enable them to discharge their duties effectively.

Board Composition and Balance For the fi nancial year ended 31 December 2010, the Board consists of nine (9) members and two (2) alternates. Following the resignations of Ee Chee Hong, Chan Say Yeong, Quah Lay Cheng and Lim Chee Meng on 1 March 2011, the Board currently consists of seven (7) members. There are six (6) non-executive directors and one (1) executive director, of whom four (4) are independent. With this composition, the Board is in compliance with Paragraph 15.02 of the Main Market Listing Requirements of Bursa Securities.

Brief profi le of each director is presented under the Profi le of Directors disclosed in this Annual Report 2010.

All directors are jointly responsible for the corporate governance, strategic direction, formulation of policies and overseeing the resources, investments and businesses of the Group. The role of the independent non-executive directors is particularly important in ensuring that the strategies proposed by management are fully deliberated and examined taking into account the long term interest of the shareholders and other stakeholders in which the Group conducts its businesses.

There is a clear separation of role between the Chairman, the Executive Director (ED) and the Group Chief Executive Offi cer (GCEO) with clear division of responsibilities to ensure proper balance of power and authority. The ED and GCEO are responsible for the day-to-day management of the Group’s businesses with objectives and strategies established by the Board.

The Board has also identifi ed Datuk Syed Ahmad Khalid Syed Mohammed as the senior independent non-executive director to whom queries or concerns by shareholders concerning the Group may be conveyed.

Appointments to the Board In order to comply with good practices for the appointment of new directors through a formal and transparent procedure, the Board has set up a Nomination Committee, which comprises exclusively of non-executive directors, to evaluate and recommend candidates for appointment to the Board and Board Committees.

Roles and Responsibilities The Board retains full and effective responsibility for the overall strategic direction of the Group. It ensures that management develops and maintains strong business ethics, sound policies and practices with effective monitoring systems which help to promote and drive long term sustainable growth and shareholders value. To this end, the Board had assumed the following responsibilities in accordance with the best practices of the Code: • Determine the strategic plan for the Group; • Overseeing the conduct of the Group’s businesses; • Managing principal risks affecting the Group; • Reviewing the adequacy and integrity of the Group’s internal control system; • Implementing succession planning for timely succession of key management positions within the Group; and • Maintaining an effective investor relations programme and shareholders communication policy for the Group.

UNITED MALAYAN LAND BHD (4131-M) 61

Meetings The Board meets at least once every quarter on a scheduled basis with additional meetings convened as and when critical issues and decisions are required. The Board annual meeting calendar is prepared and circulated to all directors before the beginning of each calendar year which provides scheduled dates for meetings of the Board, Board Committees and the Annual General Meeting (AGM). This will enable the directors to plan ahead and fi t such meetings into their personal schedule.

There were four (4) quarterly scheduled board meetings convened during the fi nancial year ended 31 December 2010. Meetings were held inter-alia to deliberate and consider a variety of signifi cant matters including the review of the Group’s strategic plans, budget, quarterly fi nancial statements, corporate proposals and other related business matters that require deliberation and approval.

Details of attendance of each director who was in offi ce during the fi nancial year ended 31 December 2010 are set out below:

Directors Attendance % of attendance

Tun Musa Hitam 4/4 100 Dato’ Ng Eng Tee 4/4 100 Ee Chee Hong 1 1/2 50 Datuk Syed Ahmad Khalid Syed Mohammed 4/4 100 Datuk Nur Jazlan Tan Sri Mohamed 4/4 100 Chan Say Yeong 2 4/4 100 Ng Eng Soon 4/4 100 Syed Azmin Mohd Nursin @ Syed Nor 4/4 100 Hazel Chew Siew Cheng 3 2/2 100 Pakhruddin Sulaiman 4/4 100 Lim Wie Shan (alternate to Chan Say Yeong and Hazel Chew Siew Cheng) 4 1/1 100 Quah Lay Cheng (alternate to Ee Chee Hong) 5 1/2 50 Lim Chee Meng (alternate to Chan Say Yeong) 6 1/2 50

1 – Appointed on 24 June 2010 and resigned on 1 March 2011

2 – Resigned on 1 March 2011

3 – Retired at the 49th AGM held on 23 June 2010

4 – Ceased as alternate to Hazel Chew Siew Cheng and Chan Say Yeong on 23 June 2010 and 24 June 2010 respectively

5 – Appointed on 24 June 2010 and resigned on 1 March 2011

6 – Appointed on 24 June 2010 and resigned on 1 March 2011

All directors have complied with the minimum attendance requirement in respect of Board meetings during the fi nancial year ended 31 December 2010 in accordance with Paragraph 15.05(3) (c) of the Main Market Listing Requirements of Bursa Securities.

UNITED MALAYAN LAND BHD (4131-M) 62 CORPORATE GOVERNANCE STATEMENT

Supply of Information The Board has full and unrestricted access to all information pertaining to the Group’s businesses and affairs to enable them to discharge their duties effectively.

Prior to each Board meeting, all directors will receive the agenda and a set of comprehensive reports for each agenda item to be discussed, in a timely manner to enable directors to review and obtain further clarifi cation or explanation, where necessary, in order to be adequately informed before the meeting.

The directors also have access to independent professional advice, where necessary and appropriate, in the furtherance of their duties. All directors have full access to the advice and services of the Company Secretary. The Company Secretary attends to all corporate secretarial administration matters of the Group in addition to attending meetings of the Board and Board Committees.

Board Effectiveness Evaluation The Board has entrusted the Nomination Committee with the responsibility for carrying out the Board Effectiveness Evaluation (BEE).

The Company Secretary facilitated the Nomination Committee in the BEE evaluation exercise for the fi nancial year ended 31 December 2010 via questionnaires on the effectiveness assessment of the Board as a whole, as well as the Board Committees and a Directors’ self evaluation assessment. The Company Secretary collates the feedback and summarises the fi ndings. The Nomination Committee then reviews the results of the BEE exercise and recommends appropriate action plans to the Board on areas for improvement.

Directors’ Training The directors will continue to undergo relevant training programmes to equip themselves with skills and knowledge to discharge their duties effectively.

All newly appointed directors have completed the Mandatory Accreditation Programme prescribed by Bursa Securities. Induction briefi ngs which include information on the corporate profi le, activities and performances of the various business units of the Group have also been organized for newly appointed directors.

The training programmes, seminars and workshops attended by the directors during the fi nancial year ended 31 December 2010 were, inter alia, on areas related to corporate leadership and governance, risk management and fi nancial reporting, details of which are listed below:-

Course/Title Date

MICG Annual Directors Duties and Governance Conference - Towards Boardroom Excellence and Corporate Governance Best Practices 13-14 January 2010 Mark Laudia Media Training 2 February 2010 One Malaysia Economic Conference - 1’ Malaysia: New Economic Model 8 February 2010 Real Property Gain Tax Implications and Exemptions 9 February 2010 Dialog Session Conference on Goods and Services Tax 10 March 2010 Inaugural SC-OCIS roundtable and Forum - Contribution of Islamic Finance Post Global Financial Crisis 16 March 2010 6th Islamic World Economic Forum - Gearing for Economic Resurgence 18-20 May 2010

UNITED MALAYAN LAND BHD (4131-M) 63

Course/Title Date

Technical Update on New and Improved Financial Reporting Standards (effective 1 January 2010 and beyond) 2 June 2010 Environmental, Health and Safety Implementation 7 June 2010 CommunicAsia EnterpriseIT2010 - The 21st International Communication and Information Technology Exhibition and Conference 15-16 June 2010 Forum on Security Sector Governance 19 -20 June 2010 Corporate Governance Week 2010 - Towards Corporate Governance Excellence 28-2 July 2010 KPMG Roundtable Talk 13 July 2010 Green Commanders Course 2 August 2010 World Congress of Accountants 2010 8-11 November 2010 Preventing Corporate Misdeeds - Principal Role, Responsibilities and Accountabilities of Directors and Corporate Management 9 December 2010

Re-election In accordance with the Company’s Articles of Association, one-third of the directors for the time being shall retire from offi ce at every AGM. Retiring directors can offer themselves for re-election.

Directors who are appointed as additional directors or to fi ll casual vacancies during the year are subject to re-election by the shareholders at the next AGM following their appointments.

Directors who are over the age of seventy years are required to submit themselves for re-appointment annually in accordance with Section 129(6) of Companies Act, 1965 (the Act).

Directorships in other Companies Pursuant to the Main Market Listing Requirements of Bursa Securities, each member of the Board shall hold not more than ten (10) directorships in public listed companies and not more than fi fteen (15) directorships in non-public listed companies. This ensures that their commitment, resources and time are focused for an effective input to the Board and the Company. All directors are in compliance with this requirement.

Directors’ Remuneration Directors’ remuneration is determined at levels which enable the Company to attract and retain directors with the relevant experience and expertise needed to manage the Group effectively. For executive directors, the component of remuneration is structured so as to link rewards to corporate and individual performance. For non-executive directors, the level of remuneration refl ects the experience and level of responsibilities undertaken by these directors.

The determination of remuneration packages for non-executive directors, including the non-executive chairman, is a matter for the Board as a whole. The directors concerned are required to abstain from deliberations and voting on decisions in respect of their individual remuneration.

UNITED MALAYAN LAND BHD (4131-M) 64 CORPORATE GOVERNANCE STATEMENT

The remuneration package of the directors is as follows:- i. Basic salary - Basic salary for the executive director is recommended upon consideration of individual performance and rates of salary for similar positions in comparable companies.

ii. Fees - Directors’ fees are based on fi xed sum as determined by the Board after considering comparable organizations and their participation in various Board Committees. The fees are approved by the shareholders at the AGM of the Company.

iii. Bonus Scheme - The Group operates a non-contractual bonus scheme for its executive director, which is determined based on the Group’s level of profi t and individual’s performance during the period. Bonus payable to the executive director is reviewed and approved by the Remuneration Committee after consultation with the Board.

iv. Benefi ts-in-kind - Other customary benefi ts such as medical care, car, driver, etc are made available as appropriate.

v. Share Options - The executive and non-executive directors are eligible to participate in the Company’s Employees’ Share Option Scheme (ESOS) on the same terms and conditions as those offered to employees. The present ESOS was approved by the shareholders at an Extraordinary General Meeting held on 23 June 2010 and was effected on 1 October 2010 for duration of fi ve (5) years. During the fi nancial year ended 31 December 2010, no options were granted to employees, executive and non-executive directors.

A summary of the total remuneration of the directors in offi ce for the fi nancial year ended 31 December 2010, distinguishing between executive and non-executive directors, in aggregate with categorisation into appropriate components and the number of directors whose remuneration falls into each successive bands of RM50,000 are disclosed below:

Total Executive Director Non-Executive Directors (RM) (RM) (RM)

Basic salaries and bonus * 753,250 - 753,250 Fees 40,000 402,740 442,740 Meeting allowance 24,000 93,000 117,000 Benefi ts-in-kind 35,200 52,300 87,500 Total 852,450 548,040 1,400,490

* Inclusive of Company’s contribution to provident fund

Executive Director Non-Executive Directors Total RM 0 – RM50,000 - 4 4 RM50,001 –RM100,000 - 5 5 RM150,001 – RM200,000 - 1 1 RM850,001 – RM900,000 1 - 1 Total 1 10 11

UNITED MALAYAN LAND BHD (4131-M) 65

Directors’ Indemnity UMLand has in place a Liabilities Insurance Policy for directors and principal offi cers in respect of liabilities arising from holding offi ce as its directors and principal offi cers. They are required to contribute payment towards the annual premium of this policy.

Related Party Transactions All directors recognize that they must declare their respective interest in related party transactions and abstain from deliberation and voting in respect thereof at board and general meetings to consider the matter. The Board, through the audit committee, reviews all related party transactions.

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

Trading and Insider Information All directors are prohibited from trading in securities and any other property of the Company based on price sensitive information and knowledge which have not been publicly announced. Quarterly reminders are disseminated to all directors and principal offi cers on restrictions in trading in the Company’s securities within the “closed periods” as stipulated under the Main Market Listing Requirements of Bursa Securities.

Board Committees The Board has delegated specifi c responsibilities to the following Board Committees within their terms of reference in compliance with the Code. With the exception of the Executive Committee to which the Board has granted discretionary authority to deliberate and decide on certain operational matters, the ultimate responsibility for fi nal decision on all matters lies with the entire Board.

The following Board Committees were established by the Board with clearly defi ned terms of references:

Audit Committee

Executive Committee

Tender Board Committee

BOARD OF DIRECTORS Board Committees Remuneration Committee

Nomination Committee

Risk Committee

Option Committee

UNITED MALAYAN LAND BHD (4131-M) 66 CORPORATE GOVERNANCE STATEMENT

Audit Committee The Audit Committee has been established to assist the Board in the execution of its responsibilities. The committee meets periodically to carry out its functions and duties in accordance with its terms of reference and shall have unrestricted access to both the internal and external auditors and members of management of the Group. The activities carried out by the committee during the year under review are summarized in the Audit Committee Report stated in the ensuing pages of this Annual Report 2010.

Executive Committee During the fi nancial year, the Executive Committee (EXCO) comprises four (4) members. Following the resignation of Chan Say Yeong on 1 March 2011, the EXCO currently consists of three (3) members, majority of whom are non-executive directors.

The role of the EXCO is to assist the Board in reviewing major operational and fi nancial issues, monitoring progress and performance of business units in addition to ensuring the achievement of the Group’s strategic goals and objectives.

The functions of the EXCO include but are not limited to: • evaluation of the Group’s strategic plans; • recommending all major investments and business deals to the Board; • advising management on the overall policies and practices of the Company and the Group; • monitoring the development and implementation of an investor relation programme; and • such other functions as may be delegated by the Board from time to time.

Tender Board Committee Tender Board Committee consists of three (3) members, majority of whom are non-executive directors. Datuk Syed Ahmad Khalid Syed Mohammed was appointed as a member on 15 March 2011 in place of Chan Say Yeong, who resigned on 1 March 2011.

The committee is tasked by the Board to oversee the Group’s tender and contract procurement processes in compliance with the Group’s relevant policies and requirements. In addition, the committee also considers, evaluates and approves tender awards which are within its fi nancial authority limit, taking into consideration various factors such as price, usage of products and services and other relevant factors.

Remuneration Committee The Remuneration Committee is made up of three (3) members, all of whom are non-executive directors. The role of the committee is to recommend a remuneration framework for all executive directors by ensuring that the remuneration framework recommended refl ects the Group’s performance. Additionally, the committee also reviews and approves annual salaries, incentive arrangements, service agreements and employment conditions for executive directors, management and staff as well as performing regular review of the competitiveness of the Group’s remuneration structure and policy against industry practice.

Nomination Committee The Nomination Committee consists of three (3) members, majority of whom are independent non-executive directors. The committee is primarily responsible for indentifying and making recommendations for any appointment of Board and Board Committees. The committee also evaluates the effectiveness of the Board and review the required mix of skills, experiences and qualifi cations of all directorships in determining the appropriate board balance and size in particular the non-executive participation.

UNITED MALAYAN LAND BHD (4131-M) 67

Risk Committee The Risk Committee comprises three (3) members, majority of whom are non-executive directors. The committee assists the Board to actively focus and deliberate on all risk oversight responsibilities of the Group. The committee reports to the Board and is tasked with maintaining an effective risk management framework which will contribute towards the achievement of the Group’s strategic, fi nancial, operational and other business objectives. Ultimately, the Board is responsible for the overall responsibility for risk oversight within the Group.

Option Committee The Option Committee comprises three (3) members. The committee was established to administer the Company’s ESOS in accordance with the By-Laws approved by the shareholders of the Company and amendments that may be imposed by Bursa Securities in relation to the ESOS from time to time.

INVESTOR RELATIONS AND SHAREHOLDER COMMUNICATION The key elements of good corporate governance are transparency and accountability to all stakeholders which involves communication of clear and relevant information. As such, the Company supports the Code’s principle to encourage shareholders’ and investors’ participation and is committed to regular and proactive communication with shareholders and investors.

The Board recognizes the importance of regular and timely dissemination of information to shareholders and investors via its annual report, circulars, quarterly fi nancial reports, newsletters, press releases and corporate announcements made to Bursa Securities during the year. Established procedures are also in place to ensure that material information is released in an accurate and timely manner.

On a periodic basis, management engages with analysts and fund managers to provide updates on the Group’s fi nancial results, corporate and business developments, regulatory issues as well as changes in operating environment which may impact the Group’s operations. In addition, management participates in investment road-shows and conferences attended by fund managers, analysts and retail investors who are briefed and updated on the business operations, fi nancial performance and corporate developments of the Group via a combination of one-on-one meetings, group presentations and question– and-answer sessions.

The Company is dedicated to enhance its overall investor relations function and achieving adequate profi ling. As such, management supports the investor relations programme under the joint initiative of Bursa Securities and Malaysian Investor Relations Association as well as engaging in specifi c online distribution channels in order to reach out to the investing community. Through its investor relations portal service provider, the Company expanded its outreach to investors by featuring the Company on certain fi nancial and share trading portals.

Shareholders also have the opportunity to communicate their views and engage with the Board and the Senior Management at the AGM. Every opportunity is given to the shareholders to seek clarifi cation from the Board members and the Senior Management on all issues relevant to the Group at the AGM.

Shareholders and investors can also access the Company’s Investor Relations website at www.umland.com.my/ir, which has been designed to be an alternative source of information to the investing community seeking timely updates on information of the Group. The website, with user-friendly interface features pertinent corporate information, fi nancials, stock information, corporate announcements as well as current developments of the Group. Shareholders who wish to keep abreast of the Group’s updates can do so via subscription of email alerts on the website or liaising with the Company’s Investor Relations Unit via email at [email protected].

UNITED MALAYAN LAND BHD (4131-M) 68 CORPORATE GOVERNANCE STATEMENT

ACCOUNTABILITY AND AUDIT Financial Reporting The Board aims to provide and present a true and fair presentation of the Group’s fi nancial performance and prospects by ensuring that the fi nancial statements are prepared in accordance with the provisions of the Act and applicable approved accounting standards issued by the Malaysian Accounting Standards Board (MASB). The Board is assisted by the Audit Committee to oversee the Group’s fi nancial reporting processes and the quality of its fi nancial reporting.

Directors’ Responsibility Statement in respect of the preparation of the Annual Financial Statements The Board is responsible for ensuring that the fi nancial statements gives a true and fair view of the state of affairs of the Group as at the end of the fi nancial year and of the results and cashfl ow for the fi nancial year then ended.

In preparing the fi nancial statements, the directors have ensured that relevant accounting policies were applied consistently and have made judgements and accounting estimates that are reasonable and prudent. The directors have also ensured that all applicable MASB approved accounting standards have been followed and the fi nancial statements were prepared on the going concern basis as the directors have a reasonable expectation, having made enquiries that the Company and Group have adequate resources to continue in operational existence for the foreseeable future.

The directors have overall responsibilities for taking such steps as are reasonably open to them to safeguard the assets of the Group to prevent and detect fraud and other irregularities and to ensure fi nancial statements are free from material misstatement. The directors also have responsibility for ensuring that the Company’s and the Group’s accounting and other records are properly kept in accordance with the provisions of the Act.

Internal Controls The Board acknowledged their responsibility for the Group’s system of internal controls not only in terms of fi nancial controls but also operational and compliance controls as well as risk management.

The Statement on Internal Control set out on the ensuing pages of this Annual Report 2010 provides an overview of the state of internal control within the Group.

Relationship With The Auditors The Board, through the Audit Committee maintains an active, transparent and professional relationship with the Company’s Auditors, both external and internal, particularly in seeking their professional advice and towards ensuring compliance with the accounting standards in Malaysia. A full report of the Audit Committee enumerating its role in relation to the internal and external auditors is set out on the ensuing pages of this Annual Report 2010.

This statement is made in accordance with the Board’s resolution dated 19 April 2011.

TUN MUSA HITAM DATO’ NG ENG TEE Chairman Deputy Chairman/ Executive Director

UNITED MALAYAN LAND BHD (4131-M) STATEMENT ON 69 INTERNAL CONTROL

INTRODUCTION ENTERPRISE RISK MANAGEMENT FRAMEWORK Paragraph 15.26(b) of the Main Market Listing Requirements The Board fully supports the contents of the Internal Control of Bursa Malaysia Securities Berhad (Bursa Securities) requires Guidance and through the Risk Committee, continually reviews the board of directors of public listed companies to include the adequacy and effectiveness of the risk management in its annual report a “statement about the state of internal processes in place within the various business units of the control of the listed issuer as a group”. UMLand’s Board of Group. As such, the Board has formalised the process for Directors (Board) is committed to maintaining a sound system identifying, evaluating and managing signifi cant risks faced of internal control within the Group and is pleased to provide by the Group through the establishment of an enterprise risk the following statement, which outlines the nature and scope management framework. The risk rating for individual risk of internal control of the Group during the fi nancial year identifi ed is determined by mapping the fi nancial and non- ended 31 December 2010. fi nancial impact against the likelihood of the risk occurring, in the risk matrix after taking into consideration of the effectiveness of existing controls. BOARD’S RESPONSIBILITY The Board affi rms its overall responsibility for the Group’s Management is responsible for the management of risk, system of internal controls which includes the establishment for developing, operating and monitoring the system of of an appropriate control environment and framework as internal control and for providing assurance to the Board well as reviewing its adequacy and integrity. Because of the that it has done so in accordance with the policies adopted limitations that are inherent in any system of internal controls, by the Board. Further independent assurance is provided by it can only provide reasonable and not absolute assurance the outsourced internal audit function, which performs its against material misstatement or loss, as it is designed to internal audit work on the Group’s operations in accordance manage rather than eliminate the risk of failure to achieve with an internal audit plan annually approved. business objectives of the Group. The system of internal controls covers, inter alia, risk management procedures and The Board believes that maintaining a sound system of fi nancial, operational and compliance controls. internal controls is premised on a clear understanding and appreciation of the following key elements of the Group’s The Board has established an ongoing process for identifying, enterprise risk management framework: evaluating and managing signifi cant risks faced by the Group. This process includes updating the system of internal • A risk policy and procedures manual is in place and controls when there are changes to business environment and it outlines mainly the risk management strategies and regulatory guidelines. It has been regularly reviewed by the policies, risk communication structure and monitoring of Board and accords with the Statement on Internal Control: the Group’s risk management framework. This document Guidance for Directors of Public Listed Companies (Internal is subject to review and improvement from time to time Control Guidance) issued by the Taskforce on Internal Control in order to enhance risk management processes. with the support and endorsement of Bursa Securities. • The establishment of a Risk Committee enables the The Board is of the view that the system of internal controls in main Board to perform a more active and meaningful place for the year under review and up to the date of approval oversight role of risk management within the Group. of the annual report and fi nancial statements is sound and suffi cient to safeguard the shareholders’ investment and the • A Risk Management Committee, headed by the Group Group’s assets. Chief Executive Offi cer, is placed with the responsibility to identify and communicate to the Risk Committee the Whilst the Board maintains ultimate responsibility over risk and present and potential critical risks the Group faces, their control issues, it has delegated to the executive management changes and management’s action plans to manage the implementation of the system of risk management and these risks. internal control. The Board has established key policies and has carried out a specifi c assessment of the Group’s risk management and internal control systems.

UNITED MALAYAN LAND BHD (4131-M) 70 STATEMENT ON INTERNAL CONTROL

• Risk Management Units, established at the business Group. In addition, the annual internal audit plan covers other unit level and headed by the Head of Subsidiary, on an areas of importance following discussions with management, ongoing basis, identify present and potential critical risks thereby augmenting the risk-based approach in selecting encountered, formulate action plans with implementation areas for internal audit coverage. timescales to address key risks and control issues in line with their risk profi les and communicate them to the The internal audit reports, including management’s action Risk Management Committee. plans to improve the internal control system, are reviewed by the Audit Committee. The fi ndings in the internal audit reports • The appointment of the Group Risk Coordinator at the Group are communicated by the Audit Committee to the Board based level as well as Risk Coordinators at business unit level ensures on the frequency of internal audit cycles set out in the internal that there is clear leadership, direction and coordination of audit plan. Management follows up on the recommendations the group-wide application of risk management. and implements action plans to address key improvement areas as highlighted in the internal audit reports. • The risk profi les of the respective business units are assessed at regular intervals in line with the Group’s risk monitoring For further details, please refer to the Audit Committee Report. and reporting framework and these are communicated to the Risk Committee. In addition, the monitoring framework also involves discussions on risk environment, effectiveness KEY ELEMENTS OF THE SYSTEM OF INTERNAL CONTROL of controls and review on implementation status of action The current system of internal control in the Group has within plans to address the risks identifi ed. it, the following key elements:

The Board considers that the enterprise risk management • Clearly defi ned delegation of responsibilities to committees framework is robust, but will still subject the framework to of the Board and to Management including organization continuous improvement, taking into consideration the structures and appropriate authority levels. best risk management practices and the changing business environment. In this regard, the Company has embarked on • A fi ve-year strategic plan outlining strategies towards an initiative with the objective of elevating the enterprise risk achievement of corporate and business objectives of the management framework to a more dynamic level in order Group, which provides a basis for monitoring the Group’s to benchmark against international best practices. This will fi nancial and business operations performance. further strengthen the Group’s enterprise risk management framework, turning risk information into intelligence, as well • Established fi nancial limits of authority, which have been as to ensure that our corporate strategic objectives are met. approved by the Executive Committee (EXCO) of the Board, are in place to ensure proper accountability and delegation of authority. INTERNAL AUDIT FUNCTION The internal audit function of the Group is outsourced to • A budgetary control system is in place whereby the independent external consultants who report directly to Group’s annual budget is prepared and approved by the the Audit Committee. The internal audit’s role is to provide Board. Review of actual performance against budget is independent assurance to the Audit Committee and the regularly carried out to monitor the level of achievement Board on the adequacy and integrity of the existing system of of the Group and material variances are reported to the internal controls, including the Enterprise Risk Management Board. Appropriate remedial and corrective actions are processes. taken by management to minimise the adverse effect of such variances, where necessary. Internal audit evaluates the internal controls within the key activities of the Group’s businesses on the basis of an annual • Monthly Management Meetings, involving key management internal audit plan presented to the Audit Committee for members within the Group, are held to review, identify, approval. The internal audit function adopts a risk-based discuss and resolve strategic, operational, fi nancial and approach and prepares its internal audit strategy and plan other key issues affecting the Group. based on the risk profi les of the major business units of the

UNITED MALAYAN LAND BHD (4131-M) 71

• Standard operating procedures in respect of certain REVIEW OF THE STATEMENT ON INTERNAL CONTROL operational areas have been established to regulate the BY EXTERNAL AUDITOR day-to-day operations within the Group. Such standard As required by paragraph 15.23 of the Main Market Listing operating procedures are subject to regular review Requirements of Bursa Securities, the external auditors and improvement to address changes in the business have reviewed this Statement on Internal Control. Their operating environment. review was performed in accordance with Recommended Practice Guide (RPG) 5 issued by the Malaysian Institute of • Standardised fi nancial practices have been put in place Accountants. Based on their review, the external auditors to ensure uniformed fi nancial policies and accounting have reported to the Board that nothing has come to their treatment, practices and procedures within the Group. attention that causes them to believe that this Statement The fi nancial practices are documented in a Group is inconsistent with their understanding of the process Financial Policy Manual, which was approved by the the Board has adopted in the review of the adequacy and EXCO. The manual is subject to regular review and integrity of internal control of the Group. RPG 5 does not updates to address changes in fi nancial reporting require the external auditors to and they did not consider requirements whether this Statement covers all risks and controls, or to form an opinion on the effectiveness of the Group’s risk and • The Cost Management & Control Department has control procedures. put in place cost planning and control measures including standard operating procedures in respect of contracts and projects of the Group. This provides the This statement is made in accordance with the resolution of Board assurance on the adequacy and effectiveness the Board dated 19 April 2011. of the project operating procedures and its control environment.

• Key internal audit fi ndings highlighted in the internal audit reports are followed up at Risk Management Unit meetings and are also reported at Monthly Management Meetings in order to ensure timely implementation of remedial action plans.

WEAKNESSES IN INTERNAL CONTROLS THAT RESULT IN MATERIAL LOSSES The system of internal controls is satisfactory and there were no material losses incurred during the current fi nancial year as a result of weaknesses in internal control. Management continues to take measures to strengthen the control environment.

UNITED MALAYAN LAND BHD (4131-M) 72 AUDIT COMMITTEE REPORT

FORMATION The meetings were also attended by the senior management The Audit Committee (Committee) was established by the of the Group and the Group’s internal and external auditors Board in 1995 to assist the Board in fulfi lling its duciaryfi upon invitation by the Chairman of the Committee to responsibilities relating to internal controls, fi nancial and provide input during deliberations on issues raised. accounting policies as well as fi nancial reporting practices of the Company and its subsidiaries (the Group). The Committee The Committee also met with the external auditors during is governed by its Terms of Reference. the fi nancial year without the presence of the executive director and management.

MEMBERSHIP The Board reviews the terms of offi ce of the members. The For the fi nancial year ended 31 December 2010, the Board also assesses the performance of the Committe and Committee comprises four (4) members of whom three (3) its members through annual board committee effectiveness are independent non-executive Directors. Members of the evaluation and is satisfi ed that they are able to discharge Committee and those who had served during the year are as their functions duties and responsibilities in accordance follows: - with the terms of reference of the Committee effectively.

i) Datuk Syed Ahmad Khalid Syed Mohammed Chairman/ Independent Non-Executive Director SUMMARY OF ACTIVITIES DURING THE YEAR The Committee performed, inter-alia, the following activities ii) Datuk Nur Jazlan Tan Sri Mohamed during the fi nancial year in the discharge of their duties and Member/ Independent Non-Executive Director responsibilities in accordance with its Terms of Reference:

iii) Chan Say Yeong • Reviewed and recommended the quarterly and year Member/ Non-Independent Non-Executive Director end fi nancial results, external audit plans and related (Resigned as a member on 1 March 2011) fees for the Group to the Board for approval;

iv) Pakhruddin Sulaiman • Reviewed fi ndings of audit examination conducted by Member/ Independent Non-Executive Director the external auditors during the fi nancial year;

• Reviewed recurrent related party transactions of the MEETINGS AND ATTENDANCE Group covered by the shareholders’ mandate and where The Committee meets on a scheduled basis, at least four (4) relevant, additional related party transactions and their times a year with additional meetings convened as and when appropriate disclosure requirements; required. During the fi nancial year ended 31 December 2010, the Committee held a total of seven (7) meetings. Details of • Reviewed and approved internal audit plans for Cycles attendance by the members are set out below: 16 and 17 including related fees for the Group; and

Attendance • Reviewed internal audit recommendation arising from internal audit reviews in the respective cycles and Datuk Syed Ahmad Khalid Syed Mohammed 7/7 management’s action plans to address the key improvement areas based on their implementation priority. Datuk Nur Jazlan Tan Sri Mohamed 7/7

Chan Say Yeong 4/7 INTERNAL AUDIT FUNCTION Pakhruddin Sulaiman 7/7 The internal audit reviews in respect of fi nancial year 2010 covered the Company, Seri Alam Properties Sdn Bhd, Bangi Heights Development Sdn Bhd, Dynasty View Sdn Bhd,

UNITED MALAYAN LAND BHD (4131-M) 73

UM Development Sdn Bhd and Exquisite Skyline Sdn Bhd MEETINGS with the overall scope and emphasis areas concentrated Meetings shall be held not less than four times a year. A on high and signifi cant risk areas. The internal audit also quorum shall be formed when majority of the Committee covered key priority areas identifi ed in consultation with members are independent directors. The Committee may management, which complimented the risk-based audit convene meetings with the external auditors, the internal approach and involved the key business and strategic auditors or both, including the attendance of other management processes of the Group. directors and employees, whenever deemed necessary. The attendance of employees, other directors, representatives The Committee assessed the annual audit plan to ensure of the internal and external auditors at such meetings will adequate scope and comprehensive coverage over the be at the Committee’s invitation. key risk areas of the Group. The Committee reviewed the internal audit reports, considered the major fi ndings and The Secretary to the Committee shall be the Company recommendation arising from internal audit in key areas Secretary or Assistant Company Secretary or any other with improvement opportunities as well as management’s person appointed by the Committee. The Secretary will proposed remedial action plans and monitored the be responsible for keeping the minutes of meetings of the corrective actions on the outstanding audit issues to ensure Committee and circulating them to Committee members that key risks and control lapses have been addressed. The and other members of the Board. internal function which was outsourced to independent external consultants carried out follow-up reviews on these highlighted observations and action plans in their AUTHORITY subsequent review cycles. Internal audit costs incurred for The Committee is authorised by the Board to investigate the fi nancial year ended 31 December 2010 amounted to any activities within its terms of reference and shall have RM124,716.35 unrestricted access to both the internal and external auditors and members of management of the Group. The Committee is also authorised by the Board to obtain TERMS OF REFERENCE independent professional advice and to secure the attendance of outsiders with relevant experience and COMPOSITION expertise if it considers this necessary in the performance The Committee shall be appointed by the Board from of their duties. amongst their number and shall consist of not less than 3 members, all of whom must be non-executive directors with a majority, including the Chairman, being independent DUTIES directors of the Company. No alternate director shall be The duties of the Committee shall be: appointed as a member of the Committee. • To consider the appointment of the external and internal auditors, the audit fee and any questions of resignation The Committee shall include at least one (1) person: and dismissal; a) who is a member of the Malaysian Institute of Accountants; or • To discuss with the external auditors: - The audit plan; b) who has at least 3 years’ working experience and: - Their evaluation of the system of internal controls; - The audit report on the fi nancial statements. i) has passed the examinations specifi ed in Part I of the 1st Schedule of the Accountants Act 1967; or • To ensure co-ordination of the external audit process where more than one audit fi rm is involved; ii) is a member of one of the associations of accountants specifi ed in Part II of the 1st Schedule of the Accountants • To review the assistance given by employees of the Act, 1967. Group to the external and internal auditors;

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

UNITED MALAYAN LAND BHD (4131-M) 74 AUDIT COMMITTEE REPORT

• To review the quarterly and year-end fi nancial statements of the Company, focusing particularly on: - Changes in accounting policies and practices; - Signifi cant and unusual events; - Signifi cant adjustments arising from the audit; - The going concern assumption; - Compliance with accounting standards and other legal requirements.

• To discuss fi ndings and matters arising from the interim and fi nal audits, and any matters the auditors may wish to discuss;

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

• To do the following in relation to an internal audit function: - Review the adequacy of the scope, functions, competency and resources of the internal audit function, and that it has the necessary authority to carry out its work; - Review the internal audit programme and results of the internal audit process and where necessary, ensure that appropriate action is taken on the recommendations of the internal audit function; - Review any appraisal or assessment of the performance of members of the internal audit function.

• To review any related party transactions and confl ict of interest situation that may arise within the Company or the Group;

• To verify the allocation of share options granted to the Group’s eligible employees and directors in accordance with the By-Laws and Internal Guidelines governing the Employees’ Share Option Scheme at the end of each fi nancial year;

• To consider the major fi ndings of internal and special investigations and management’s response; and

• To consider other matters as defi ned by the Board.

UNITED MALAYAN LAND BHD (4131-M) ADDITIONAL COMPLIANCE 75 INFORMATION

1. SHARE BUY BACK

At the 49th Annual General Meeting (AGM) held on 23 June 2010, the Company had obtained shareholders’ mandate to allow the Company to buy back its own shares. During the fi nancial year, the Company did not buy back any of its own shares.

The Company had, during the implementation of a previous share buy back scheme, purchased 401,800 of its own shares at a total purchase consideration, including incidental cost, of RM463,068 or at an average gross price of RM1.15 per share. These shares are now being held as treasury shares. None of the shares bought back has been resold in the market.

The Company proposes to renew the mandate from its shareholders to buy back its own shares at its forthcoming 50th AGM. The details of the proposed share buy-back are disclosed in the accompanying Share Buy-Back Statement.

2. MATERIAL CONTRACTS

Save as disclosed below, there are no material contracts of the Company and /or its subsidiaries, involving directors’ and major shareholders’ interest, either still subsisting at the end of the fi nancial year or, if not then subsisting, entered into since the end of the previous fi nancial year:

Joint venture agreement dated 7 March 2003 between UM Residences Sdn Bhd (UMR), a wholly-owned subsidiary of the Company, and Liang Court (Malaysia) Sdn Bhd (LCSB), a subsidiary of CapitaLand Limited which in turn is a major shareholder of the Company, for the purpose of establishing a joint venture partnership for the operation of Somerset Seri Bukit Ceylon Serviced Residences (SSBCSR) (JV Partnership).

UMR and the JV Partnership entered into the following agreements in relation to the JV Partnership:

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

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

c) On 8 October 2007, novation agreement between the JV Partnership, AIM and SSBC Sdn Bhd (SSBC) to novate all rights and obligations attached with the JV Partnership under the management agreement dated 7 March 2003 to SSBC, a 50.533% owned subsidiary of UMR;

d) On 8 October 2007, tenancy agreement between UMR and SSBC for SSBC to manage, operate and market for rental 48 units of SSBCSR together with 24 vehicle parking bays. The tenancy agreement was for a duration of three years up to 31 December 2010 and was further renewed up to 31 December 2011 at a basic rental of RM235,000.00 per quarter;

e) On 8 October 2007, tenancy agreement between LCSB and SSBC for SSBC to manage, operate and market for rental 48 units of SSBCSR together with 24 vehicle parking bays. The tenancy agreement was for a duration of three years up to 31 December 2010 and was further renewed up to 31 December 2011 at a basic rental of RM230,000.00 per quarter;

f) On 8 October 2007, two separate tenancy agreements between UMR and SSBC for the rental of one part of the ground fl oor at the rate of RM1,782.00 per month and another part of the ground fl oor containing the lobby, maintenance offi ce and back of house of SSBCSR at the rate of RM1.00 per annum. The tenancy agreements were for a duration of three years up to 31 December 2010 and were further renewed up to 31 December 2011.

UNITED MALAYAN LAND BHD (4131-M) 76 ADDITIONAL COMPLIANCE INFORMATION

3. RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE

At the 49th AGM held on 23 June 2010, the Company had obtained shareholders’ mandate to allow the Company and/or its subsidiaries to enter into recurrent related party transactions of a revenue or trading nature. Pursuant to Paragraph 10.09(2) (b) of Bursa Malaysia Securities Berhad (Bursa Securities) Main Market Listing Requirements, the details of the recurrent related party transactions conducted during the current fi nancial year are disclosed as follows:

Mandated Related Parties Nature of Transactions Value Interested Parties

RM

Ascott International Procurement of technical (774,085) Interested major shareholders Management (Malaysia) consultancy and management • Opal Holdings Pte Ltd Sdn Bhd services • CapitaLand Residential Malaysia Pte Ltd • CapitaLand Commercial Limited • CapitaLand Limited • Temasek Holdings (Private) Limited

Interested directors* • Ee Chee Hong • Chan Say Yeong • Quah Lay Cheng • Lim Chee Ming

Bangi Heights Development Provision of management 1,920,000 Interested major shareholders Sdn Bhd services • Opal Holdings Pte Ltd • CapitaLand Residential Malaysia Pte Ltd • CapitaLand Commercial Limited • CapitaLand Limited • Temasek Holdings (Private) Limited

Interested directors* • Ee Chee Hong • Chan Say Yeong • Quah Lay Cheng • Lim Chee Ming

UNITED MALAYAN LAND BHD (4131-M) 77

Mandated Related Parties Nature of Transactions Value Interested Parties

RM

Liang Court (Malaysia) Sdn Bhd Rental expense for serviced (1,195,675) Interested major shareholders residences • Opal Holdings Pte Ltd • CapitaLand Residential Malaysia Pte Ltd • CapitaLand Commercial Limited • CapitaLand Limited • Temasek Holdings (Private) Limited

Interested directors* • Ee Chee Hong • Chan Say Yeong • Quah Lay Cheng • Lim Chee Ming

SSBC Sdn Bhd Rental income of serviced 1,215,785 Interested major shareholders residences • Opal Holdings Pte Ltd • CapitaLand Residential Malaysia Pte Ltd • CapitaLand Commercial Limited • CapitaLand Limited • Temasek Holdings (Private) Limited

Interested directors* • Ee Chee Hong • Chan Say Yeong • Quah Lay Cheng • Lim Chee Ming

Tradewinds Corporation Procurement of hotel (54,538) Interested director Berhad accommodation, food & • Syed Azmin Mohd Nursin beverage @ Syed Nor

Tradewinds International Procurement of insurance (237,401) Interested director Insurance Brokers Sdn Bhd services • Syed Azmin Mohd Nursin @ Syed Nor

Tradewinds Properties Sdn Bhd Rental of offi ce premises, (902,556) Interested director parking, maintenance and • Syed Azmin Mohd Nursin other services @ Syed Nor

Tradewinds Travel Sevices Procurement of travel services (7,638) Interested director Sdn Bhd • Syed Azmin Mohd Nursin (Formerly known as Tradewinds @ Syed Nor Travel & Tours Sdn Bhd)

* The directors have resigned on 1 March 2011. Notwithstanding their resignations, they are deemed to be interested in the said transactions pursuant to Paragraphs 10.02(c) of Bursa Securities Listing Requirements.

UNITED MALAYAN LAND BHD (4131-M) 78 ADDITIONAL COMPLIANCE INFORMATION

4. FINANCIAL ASSISTANCE

At the 49th AGM held on 23 June 2010, the Company had obtained shareholders’ mandate for provision/procurement of fi nancial assistance. The fi nancial assistance comprises the pooling of funds via centralized treasury management for a duration not exceeding three years. Pursuant to Paragraph 10.09(2)(b) of Bursa Securities Main Market Listing Requirements, the details of fi nancial assistance provided/procured during the current fi nancial year are disclosed as follows:

Financial Assistance Balance as at Interested Parties 31 December 2010

Provided by Provided to RM

Company and/or its Alpine Return Sdn Bhd 16,100,303 Not applicable subsidiaries

Company and/or its Bangi Heights 795,436 Interested major shareholders subsidiaries Development Sdn Bhd • Opal Holdings Pte Ltd • CapitaLand Residential Malaysia Pte Ltd • CapitaLand Commercial Limited • CapitaLand Limited • Temasek Holdings (Private) Limited

Interested directors* • Ee Chee Hong • Chan Say Yeong • Quah Lay Cheng • Lim Chee Ming

Bangi Heights Company and/or its Nil Interested major shareholders Development Sdn Bhd subsidiaries • Opal Holdings Pte Ltd • CapitaLand Residential Malaysia Pte Ltd • CapitaLand Commercial Limited • CapitaLand Limited • Temasek Holdings (Private) Limited

Interested directors* • Ee Chee Hong • Chan Say Yeong • Quah Lay Cheng • Lim Chee Ming

Company and/or its Exquisite Skyline Sdn Bhd 54,761,471 Interested director subsidiaries • Syed Azmin Mohd Nursin @ Syed Nor

UNITED MALAYAN LAND BHD (4131-M) 79

Financial Assistance Balance as at Interested Parties 31 December 2010

Provided by Provided to RM

Company and/or its Extreme Consolidated 1,062,179 Interested director subsidiaries Sdn Bhd • Syed Azmin Mohd Nursin @ Syed Nor

Company and/or its Nusajaya Consolidated 1,738,497 Not applicable subsidiaries Sdn Bhd

Company and/or its Suasana Sentral Two Sdn Nil Not applicable subsidiaries Bhd

Company and/or its SSBC Sdn Bhd 371,134 Interested major shareholders subsidiaries • Opal Holdings Pte Ltd • CapitaLand Residential Malaysia Pte Ltd • CapitaLand Commercial Limited • CapitaLand Limited • Temasek Holdings (Private) Limited

Interested directors* • Ee Chee Hong • Chan Say Yeong • Quah Lay Cheng • Lim Chee Ming

SSBC Sdn Bhd Company and/or its Nil Interested major shareholders subsidiaries • Opal Holdings Pte Ltd • CapitaLand Residential Malaysia Pte Ltd • CapitaLand Commercial Limited • CapitaLand Limited • Temasek Holdings (Private) Limited

Interested directors* • Ee Chee Hong • Chan Say Yeong • Quah Lay Cheng • Lim Chee Ming

* The directors have resigned on 1 March 2011. Notwithstanding their resignations, they are deemed to be interested in the said transactions pursuant to Paragraphs 10.02(c) of Bursa Securities Listing Requirements.

UNITED MALAYAN LAND BHD (4131-M) 80

UNITED MALAYAN LAND BHD (4131-M) FINANCIAL STATEMENTS

82 Directors’ Report

86 Statement by Directors

86 Statutory Declaration

87 Independent Auditors’ Report

89 Statements of Comprehensive Income

90 Statements of Financial Position

92 Consolidated Statement of Changes in Equity

94 Company Statement of Changes in Equity

95 Statements of Cash Flows

97 Notes to the Financial Statements 82 DIRECTORS' REPORT FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010

The Directors hereby submit to the members their annual report and the audited financial statements of the Group and Company for the financial year ended 31 December 2010.

PRINCIPAL ACTIVITIES

The principal activities of the Company are investment holding and the provision of management services.

The principal activity of the subsidiary companies is property development. Other activities include property investment, investment holding and leasing of lands.

There were no significant changes in the nature of these activities during the financial year.

FINANCIAL RESULTS

The financial results of the Group and Company for the financial year ended 31 December 2010 are as follows:

Group Company RM’000 RM’000

Profit for the financial year 57,736 89,293

Profit attributable to: Owners of the Company 51,570 89,293 Non-controlling interests 6,166 -

57,736 89,293

DIVIDENDS

The dividends paid by the Company since 31 December 2009 were as follows:

RM’000

In respect of the financial year ended 31 December 2009:

- interim dividend of 2.50 sen gross per ordinary share, less income tax of 25%, paid on 10 February 2010 4,525

- final dividend of 4.06 sen gross per ordinary share, less income tax of 25% and 0.70 sen gross per ordinary share, tax-exempt, paid on 7 September 2010 9,037

In respect of the financial year ended 31 December 2010:

- interim dividend of 2.50 sen gross per ordinary share, tax-exempt, paid on 22 February 2011 6,032

19,594

UNITED MALAYAN LAND BHD (4131-M) 83

DIVIDENDS (continued)

The Directors now recommend the payment of a final dividend of 0.60 sen gross per ordinary share, less income tax of 25% and 4.55 sen per ordinary share, single-tier, on 241,303,433 ordinary shares (which is net of 401,800 treasury shares), in respect of the financial year ended 31 December 2010. This final net dividend amounting to RM12,065,172 is subject to the approval of the members at the forthcoming Annual General Meeting of the Company.

RESERVES AND PROVISIONS

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

EMPLOYEES’ SHARE OPTION SCHEME (“ESOS”)

At an Extraordinary General Meeting held on 23 June 2010, the shareholders approved the establishment of an Employees’ Share Option Scheme (“ESOS”) of not more than 15% of the issued and paid-up share capital (excluding treasury shares) of the Company to its eligible employees and Directors of the Group.

There was no option granted during the financial year.

TREASURY SHARES

As at 31 December 2010, the Company held as treasury shares of 401,800 of its 241,705,233 issued ordinary shares. The treasury shares are held at a carrying amount of RM463,068 and further relevant details are disclosed in Note 24 to the financial statements.

DIRECTORS

The Directors who have held office during the period since the date of the last report are as follows:

Alternate Director YABhg Tun Musa Hitam Dato’ Ng Eng Tee Datuk Syed Ahmad Khalid bin Syed Mohammed Datuk Nur Jazlan bin Tan Sri Mohamed Ng Eng Soon Syed Azmin bin Mohd Nursin @ Syed Nor Pakhruddin bin Sulaiman Chan Say Yeong (Resigned on 1 March 2011) Lim Wie Shan (Resigned on 24 June 2010) Lim Chee Ming (Appointed on 24 June 2010 and resigned on 1 March 2011) Hazel Chew Siew Cheng (Resigned on 23 June 2010) Lim Wie Shan (Resigned on 23 June 2010) Ee Chee Hong (Appointed on 24 June 2010 and Quah Lay Cheng (Appointed on 24 June 2010 and resigned on 1 March 2011) resigned on 1 March 2011)

In accordance with Article 94 of Company's Articles of Association, Ng Eng Soon and Pakhruddin bin Sulaiman retire by rotation at the forthcoming Annual General Meeting and, being eligible, offer themselves for re-election.

In compliance with Section 129(2) of Companies Act, 1965, YABhg Tun Musa Hitam, being over seventy years of age, retires at the forthcoming Annual General Meeting and offers himself for re-appointment as Director in accordance with Section 129(6) of Companies Act, 1965.

UNITED MALAYAN LAND BHD (4131-M) 84 DIRECTORS' REPORT FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010

DIRECTORS' BENEFITS

During and at the end of the financial year, no arrangements subsisted to which the Company is a party, being arrangements with the object or objects of enabling Directors of the Company to acquire benefits by means of the acquisition of shares in, or debentures of, the Company or any other body corporate.

Since the end of the previous financial year, no Director has received or become entitled to receive a benefit (other than the Directors’ remuneration as disclosed in Note 7 to the financial statements) by reason of a contract made by the Company or a related corporation with the Director or with a firm of which he is a member, or with a company in which he has a substantial financial interest except as disclosed in Note 29 to the financial statements.

DIRECTORS' INTERESTS IN SHARES AND DEBENTURES

According to the Register of Directors' Shareholdings, particulars of interests of Directors who held office at the end of the financial year in the shares of the Company are as follows:

Number of ordinary shares of RM1.00 each As at As at 1.1.2010 Acquired Disposed 31.12.2010 ‘000 ‘000 ‘000 ‘000

Shareholdings in the name of the Director Dato’ Ng Eng Tee 6,525 - - 6,525 Ng Eng Soon 7,151 - - 7,151 Datuk Syed Ahmad Khalid bin Syed Mohammed 10 - - 10

Shareholdings in which the Director is deemed to have an interest Dato’ Ng Eng Tee 28,967 350 - 29,317 Ng Eng Soon 17,829 - - 17,829

Dato’ Ng Eng Tee and Ng Eng Soon by virtue of their direct and indirect interests in the Company, are deemed to have an interest in the shares of the subsidiary companies to the extent the Company has an interest.

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

STATUTORY INFORMATION ON THE FINANCIAL STATEMENTS

Before the statements of comprehensive income and statements of financial position were made out, the Directors took reasonable steps:

(a) to ascertain that proper action had been taken in relation to the writing off of bad debts and the making of allowance for doubtful debts and satisfied themselves that all known bad debts had been written off and that adequate allowance had been made for doubtful debts; and

(b) to ensure that any current assets, other than debts, which were unlikely to realise in the ordinary course of business their values as shown in the accounting records of the Group and Company had been written down to an amount which they might be expected so to realise.

UNITED MALAYAN LAND BHD (4131-M) 85

STATUTORY INFORMATION ON THE FINANCIAL STATEMENTS (continued)

At the date of this report, the Directors are not aware of any circumstances:

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

(b) which would render the values attributed to current assets in the financial statements of the Group and Company misleading; or

(c) which have arisen which render adherence to the existing method of valuation of assets or liabilities of the Group and Company misleading or inappropriate; or

(d) not otherwise dealt with in this report or the financial statements which would render any amount stated in the financial statements misleading.

No contingent or other liability has become enforceable or is likely to become enforceable within the period of twelve months after the end of the financial year which, in the opinion of the Directors, will or may affect the ability of the Group or Company to meet their obligations when they fall due.

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

(a) any charge on the assets of the Group or Company which has arisen since the end of the financial year which secures the liability of any other person; or

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

In the opinion of the Directors:

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

(b) there has not arisen in the interval between the end of the financial year and the date of this report any item, transaction or event of a material and unusual nature likely to affect substantially the results of the operations of the Group and Company for the financial year in which this report is made.

AUDITORS

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

Signed on behalf of the Board of Directors in accordance with their resolution dated 22 April 2011.

DATO’ NG ENG TEE PAKHRUDDIN BIN SULAIMAN DIRECTOR DIRECTOR

UNITED MALAYAN LAND BHD (4131-M) 86 STATEMENT BY DIRECTORS PURSUANT TO SECTION 169(15) OF COMPANIES ACT, 1965

We, Dato’ Ng Eng Tee and Pakhruddin bin Sulaiman, two of the Directors of United Malayan Land Bhd, state that, in the opinion of the Directors, the financial statements set out on pages 89 to 156 are drawn up so as to give a true and fair view of the state of affairs of the Group and Company as at 31 December 2010 and of the results and cash flows of the Group and Company for the financial year ended on that date in accordance with Malaysian Accounting Standards Board (“MASB”) Approved Accounting Standards in Malaysia for Entities Other than Private Entities and the provisions of Companies Act, 1965.

The information set out in Note 34 on page 157 have been prepared in accordance with the Guidance on Special Matter No.1, Determination of Realised and Unrealised Profits or Losses in the Context of Disclosure Pursuant to Bursa Malaysia Securities Berhad Listing Requirements, as issued by the Malaysian Institute of Accountants.

Signed on behalf of the Board of Directors in accordance with their resolution dated 22 April 2011.

DATO‘ NG ENG TEE PAKHRUDDIN BIN SULAIMAN DIRECTOR DIRECTOR

Kuala Lumpur STATUTORY DECLARATION PURSUANT TO SECTION 169(16) OF COMPANIES ACT, 1965

I, Gan Teong Hock, the Officer primarily responsible for the financial management of United Malayan Land Bhd, do solemnly and sincerely declare that the financial statements set out on pages 89 to 156 are, to the best of my knowledge and belief, correct and I make this solemn declaration conscientiously believing the same to be true, and by virtue of the provisions of Statutory Declarations Act, 1960.

GAN TEONG HOCK

Subscribed and solemnly declared by the abovenamed Gan Teong Hock at Kuala Lumpur, Malaysia on 22 April 2011.

Before me,

COMMISSIONER FOR OATHS

UNITED MALAYAN LAND BHD (4131-M) INDEPENDENT 87 AUDITORS’ REPORT TO THE MEMBERS OF UNITED MALAYAN LAND BHD

REPORT ON THE FINANCIAL STATEMENTS

We have audited the financial statements of United Malayan Land Bhd, which comprise the statements of financial position as at 31 December 2010, and the statements of comprehensive income, statements of changes in equity and statements of cash flows of the Group and Company for the financial year then ended, and a summary of significant accounting policies and other explanatory notes, as set out on pages 89 to 156.

Directors’ Responsibility for the Financial Statements

The Directors of the Company are responsible for the preparation of financial statements that give a true and fair view in accordance with MASB Approved Accounting Standards in Malaysia for Entities Other than Private Entities and Companies Act, 1965, and for such internal control as the Directors determine are necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with approved standards on auditing in Malaysia. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on our judgement, including the assessment of risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the Group’s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the financial statements have been properly drawn up in accordance with MASB Approved Accounting Standards in Malaysia for Entities Other than Private Entities and Companies Act, 1965 so as to give a true and fair view of the financial position of the Group and Company as of 31 December 2010 and of its financial performance and cash flows for the financial year then ended.

UNITED MALAYAN LAND BHD (4131-M) 88 INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF UNITED MALAYAN LAND BHD

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

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

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

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

(c) Our audit reports on the financial statements of the subsidiaries did not contain any qualification or any adverse comment made under Section 174(3) of the Act.

OTHER REPORTING RESPONSIBILITIES

The supplementary information set out in Note 34 on page 157 is disclosed to meet the requirement of Bursa Malaysia Securities Berhad and is not part of the financial statements. The Directors are responsible for the preparation of the supplementary information in accordance with Guidance on Special Matter No. 1, Determination of Realised and Unrealised Profits or Losses in the Context of Disclosure Pursuant to Bursa Malaysia Securities Berhad Listing Requirements, as issued by the Malaysian Institute of Accountants (“MIA Guidance”) and the directive of Bursa Malaysia Securities Berhad. In our opinion, the supplementary information is prepared, in all material respects, in accordance with the MIA Guidance and the directive of Bursa Malaysia Securities Berhad.

OTHER MATTERS

This report is made solely to the members of the Company, as a body, in accordance with Section 174 of Companies Act, 1965 in Malaysia and for no other purpose. We do not assume responsibility to any other person for the content of this report.

PRICEWATERHOUSECOOPERS LEE TUCK HENG (No. AF: 1146) (No. 2092/09/12 (J)) Chartered Accountants Chartered Accountant

Kuala Lumpur 22 April 2011

UNITED MALAYAN LAND BHD (4131-M) STATEMENTS OF 89 COMPREHENSIVE INCOME FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010

Group Company Note 2010 2009 2010 2009 RM’000 RM’000 RM’000 RM’000

Revenue 5 316,920 208,506 117,924 80,095 Finance income 622 354 - - Other operating income 18,744 41,638 14 - Development costs recognised as expenses (197,451) (135,929) - - Advertising and marketing expenses (12,069) (3,271) (39) (129) Depreciation of property, plant and equipment and investment properties (1,698) (1,483) (356) (439) Employee benefits expenses 6 (20,819) (18,009) (7,496) (6,514) Impairment of investments in subsidiary companies - - (86) - Impairment of available-for-sale financial assets - (3,099) - (3,099) Impairment of trade and other receivables (1,907) (1,712) - - Management fees 30 (120) - - Professional consultancy fees (9,021) (5,749) (719) (1,153) Rental of premises (908) (1,153) (816) (797) Reversal of impairment of trade and other receivables 4,317 5,134 - - Upkeep, repairs and maintenance of assets (5,627) (3,303) (202) (167) Other operating expenses (10,218) (11,427) (1,448) (1,403) Finance costs 8 (7,117) (8,618) (4,721) (4,906) Share of results of jointly controlled entities 539 1,158 - -

Profit before tax 9 74,337 62,917 102,055 61,488 Income tax expense 10 (16,601) (5,449) (12,762) (13,590)

Profit for the financial year 57,736 57,468 89,293 47,898 Other comprehensive income - - - -

Total comprehensive income for the financial year 57,736 57,468 89,293 47,898

Profit attributable to: Owners of the Company 51,570 55,035 89,293 47,898 Non-controlling interests 6,166 2,433 - -

Profit for the financial year 57,736 57,468 89,293 47,898

Total comprehensive income attributable to: Owners of the Company 51,570 55,035 89,293 47,898 Non-controlling interests 6,166 2,433 - -

Total comprehensive income for the financial year 57,736 57,468 89,293 47,898

Earnings per share attributable to owners of the Company (sen) - basic and diluted 11 21.37 22.81

UNITED MALAYAN LAND BHD (4131-M) 90 STATEMENTS OF FINANCIAL POSITION AS AT 31 DECEMBER 2010

Group Company Note 2010 2009 2010 2009 RM’000 RM’000 RM’000 RM’000

ASSETS

Non-current assets

Property, plant and equipment 13 286,407 280,390 1,113 1,432 Investment properties 14 56,297 56,853 - - Investments in subsidiary companies 15 - - 546,954 534,792 Investments in jointly controlled entities 16 31,041 20,502 30,000 20,000 Available-for-sale financial assets 17 - - - - Land held for property development 18 172,138 194,700 - - Deferred tax assets 19 19,304 17, 652 306 143 Trade and other receivables 22 21,123 862 17,839 -

586,310 570,959 596,212 556,367

Current assets

Completed properties 20 37,542 48,231 - - Property development costs 21 350,657 343,191 - - Tax recoverable 478 2,828 341 2,772 Trade and other receivables 22 132,472 168,989 197,966 149,274 Deposits, bank and cash balances 23 71,950 62,942 326 3,732

593,099 626,181 198,633 155,778

Total assets 1,179,409 1,197,140 794,845 712,145

UNITED MALAYAN LAND BHD (4131-M) 91

Group Company Note 2010 2009 2010 2009 RM’000 RM’000 RM’000 RM’000

EQUITY AND LIABILITIES

Equity attributable to owners of the Company

Share capital 24 241,705 241,705 241,705 241,705 Reserves 25 636,825 616,144 449,979 375,755

878,530 857,8 49 691,684 617,4 6 0

Non-controlling interests 55,469 66,920 - -

Total equity 933,999 924,769 691,684 617,4 6 0

Non-current liabilities

Deferred tax liabilities 19 10,486 10,871 - - Trade and other payables 26 7,032 - - - Borrowings 27 67,512 81,761 40,063 40,292 Provisions 28 4,055 - - -

89,085 92,632 40,063 40,292

Current liabilities

Trade and other payables 26 71,902 58,696 35,210 6,596 Borrowings - bank overdrafts 27 6,927 9,550 - - - others 27 55,975 95,488 21,229 43,272 Provisions 28 12,675 9,715 - - Current tax liabilities 2,814 1,765 627 - Dividend payable 12 6,032 4,525 6,032 4,525

156,325 179,739 63,098 54,393

Total liabilities 245,410 272,371 103,161 94,685

Total equity and liabilities 1,179,409 1,197,140 794,845 712,145

UNITED MALAYAN LAND BHD (4131-M) 92 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010

Attributable to owners of the Company Non- Share Share Revaluation Capital Treasury Retained Revaluation controlling Total Note capital premium reserves reserves shares earnings reserves* Total interests equity RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

As at 1 January 2010 (as previously stated) 241,705 63,971 209,421 (41,625) (463) 278,142 106,698 857,849 66,920 924,769

Effects of changes in accounting policy - FRS 139 - - - - - 180 - 180 7 187

As at 1 January 2010 (restated) 241,705 63,971 209,421 (41,625) (463) 278,322 106,698 858,029 66,927 924,956

Profit for the financial year - - - - - 51,570 - 51,570 6,166 57,736

Other comprehensive income - Realisation of revaluation reserves - - (3,202) - - 400 2,802 - - -

Total comprehensive income for the financial year - - (3,202) - - 51,970 2,802 51,570 6,166 57,736

Transactions with owners

- Final dividend paid for the financial year ended 31 December 2009 12 -- - - - (9,037) - (9,037) (2,925) (11,962)

- Interim dividends paid and payable for the financial year ended 31 December 2010 - - - - - (6,032) - (6,032) (10,499) (16,531)

- Special dividend paid for the financial year ended 31 December 2010 ------(2,100) (2,100)

Redemption of preference shares in a subsidiary company 25 - - - 70 - (70) - - (2,100) (2,100)

Acquisition of non-controlling interest 15 - - - - - (16,000) - (16,000) - (16,000)

As at 31 December 2010 241,705 63,971 206,219 (41,555) (463) 299,153 109,500 878,530 55,469 933,999

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

UNITED MALAYAN LAND BHD (4131-M) 93

Attributable to owners of the Company Non- Share Share Revaluation Capital Treasury Retained Revaluation controlling Total Note capital premium reserves reserves shares earnings reserves* Total interests equity RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

As at 1 January 2009 241,705 63,971 243,018 (41,625) (463) 236,681 73,101 816,388 84,062 900,450

Profit for the financial year --- - - 55,035 - 55,035 2,433 57,468

Other comprehensive income - Realisation of revaluation reserves - - (33,597) - - - 33,597 ---

Total comprehensive income for the financial year - - (33,597) - - 55,035 33,597 55,035 2,433 57,468

Transactions with owners

- Final dividend paid for the financial year ended 31 December 2008 12 - - - - - (4,525) - (4,525) (450) (4,975)

- Interim dividends paid for the financial year ended 31 December 2009 12 - - - - - (9,049) - (9,049) (19,125) (28,174)

As at 31 December 2009 241,705 63,971 209,421 (41,625) (463) 278,142 106,698 857,849 66,920 924,769

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

UNITED MALAYAN LAND BHD (4131-M) 94 COMPANY STATEMENT OF CHANGES IN EQUITY FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010

Non-distributable Distributable Share Share Merger Treasury Retained Revaluation Note capital premium reserve shares earnings reserves* Total RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

As at 1 January 2010 241,705 63,971 209,375 (463) 87,616 15,256 617,460

Total comprehensive income for the financial year ----89,293-89,293

Final dividend paid for the financial year ended 31 December 2009 12 ----(9,037)-(9,037)

Interim dividend payable for the financial year ended 31 December 2010 12 ----(6,032)-(6,032)

As at 31 December 2010 241,705 63,971 209,375 (463) 161,840 15,256 691,684

As at 1 January 2009 241,705 63,971 209,375 (463) 53,292 15,256 583,136

Total comprehensive income for the financial year - - - - 47,898 - 47,898

Final dividend paid for the financial year ended 31 December 2008 12 - - - - (4,525) - (4,525)

Interim dividends paid for the financial year ended 31 December 2009 12 - - - - (9,049) - (9,049)

As at 31 December 2009 241,705 63,971 209,375 (463) 87,616 15,256 617,460

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

UNITED MALAYAN LAND BHD (4131-M) STATEMENTS OF 95 CASH FLOWS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010

Group Company 2010 2009 2010 2009 RM’000 RM’000 RM’000 RM’000

CASH FLOW FROM OPERATING ACTIVITIES Profit before tax 74,337 62,917 102,055 61,488 Adjustments for: Depreciation of property, plant and equipment and investment properties 1,698 1,483 356 439 Finance costs 7,117 8,618 4,721 4,906 Finance income (1,301) (681) (12,795) (6,755) Gain on disposal of property, plant and equipment (5) (36,459) - - Gross dividend income from subsidiary companies - - (98,972) (65,695) Impairment of investments in subsidiary companies - - 86 - Impairment of available-for-sale financial assets - 3,099 - 3,099 Impairment of trade and other receivables 1,907 1,712 - - Loss on disposal of property, plant and equipment - 99 - 99 Property, plant and equipment written off 8 1 - - Provision 7,025 - - - Reversal of impairment of trade and other receivables (4,317) (5,134) - - Share of results of jointly controlled entities (539) (1,158) - - Write-down of inventories - 539 - -

85,930 35,036 (4,549) (2,419) Decrease in land held for property development, completed properties and property development costs 41,724 40,045 - - Decrease/(increase) in receivables 16,438 (59,512) (53,884) 79,651 Increase/(decrease) in payables 3,070 (27,206) 24,513 (369)

Net cash flow from operations 147,162 (11,637) (33,920) 76,863 Interest paid (8,257) (10,526) (4,620) (4,921) Interest received 2,075 1,589 481 3,159 Tax (paid)/refunded (15,239) ( 7, 3 8 6) 911 (183)

Net cash flow from operating activities 125,741 (27,960) (37,148) 74,918

UNITED MALAYAN LAND BHD (4131-M) 96 STATEMENTS OF CASH FLOWS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010

Group Company 2010 2009 2010 2009 RM’000 RM’000 RM’000 RM’000

CASH FLOW FROM INVESTING ACTIVITIES Acquisition of non-controlling interest (12,000) - - - Additions in investment properties (3) (227) - - Dividend received from a jointly controlled entity - 455 - - Investment in subsidiary companies - - (12,000) (83,262) Investment in a jointly controlled entity (10,000) - (10,000) - Net dividend income from subsidiary companies - - 86,713 46,969 Proceeds from disposal of available-for-sale financial assets - 9 - - Proceeds from disposal of property, plant and equipment 5 85,490 - 102 Purchase of property, plant and equipment (7,164) (2,414) (37) (45) Redemption of preference shares in a subsidiary company - - 4,900 -

Net cash flow from investing activities (29,162) 83,313 69,576 (36,236)

CASH FLOW FROM FINANCING ACTIVITIES Dividends paid to owners of the Company (13,562) (9,049) (13,562) (9,049) Dividends paid to non-controlling interests (15,524) (19,575) - - Finance lease principal payments (272) (260) (272) (260) Net repayment of borrowings (53,490) (81,826) (22,000) (22,500) Redemption of preference shares in a subsidiary company by a non-controlling interest (2,100) - - -

Net cash flow from financing activities (84,948) (110,710) (35,834) (31,809)

NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS 11,631 (55,357) (3,406) 6,873

CASH AND CASH EQUIVALENTS AT BEGINNING OF THE FINANCIAL YEAR 53,392 108,749 3,732 (3,141)

CASH AND CASH EQUIVALENTS AT END OF THE FINANCIAL YEAR 65,023 53,392 326 3,732

Cash and cash equivalents comprise: Bank and cash balances (Note 23) 2,686 3,711 278 732 Bank balances under Housing Development Accounts (“HDA”) (Note 23) 56,281 15,874 - - Bank balances under sinking fund (Note 23) 1,397 1,252 - - Fixed deposits (Note 23) 5,286 24,755 48 - Short term money market deposits (Note 23) 6,300 17, 35 0 - 3,000 Bank overdrafts (Note 27) (6,927) (9,550) - -

65,023 53,392 326 3,732

UNITED MALAYAN LAND BHD (4131-M) NOTES TO THE 97 FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010

1 CORPORATE INFORMATION

The Company is a public limited liability company, incorporated and domiciled in Malaysia, and listed on the Main Market of Bursa Malaysia Securities Berhad.

The address of the registered office of the Company is as follows:

Suite 1.1, 1st Floor Kompleks Antarabangsa Jalan Sultan Ismail 50250 Kuala Lumpur Malaysia

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

The principal activities of the Company are investment holding and the provision of management services.

The principal activitiy of the subsidiary companies is property development. Other activities include property investment, investment holding and leasing of lands.

There were no significant changes in the nature of these activities during the financial year.

2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The principal accounting policies applied in the preparation of these consolidated financial statements are set out below. These accounting policies have been consistently applied to all the financial years presented in dealing with items which are considered material in relation to the financial statements, unless otherwise stated.

2.1 Basis of preparation

The financial statements of the Group and Company have been prepared under the historical cost convention (as modified to include the revaluation of certain property, plant and equipment), unless otherwise indicated in this summary of significant accounting policies.

The financial statements of the Group and Company have been prepared in accordance with Financial Reporting Standards (“FRSs”), the Malaysian Accounting Standards Board (“MASB”) Approved Accounting Standards in Malaysia for Entities Other than Private Entities and the provisions of Companies Act, 1965.

The preparation of the financial statements in conformity with FRSs requires the use of certain critical accounting estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reported financial year. Although these estimates and judgments are based on the Directors’ best knowledge of current events and actions, actual results may differ from these estimates.

The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the financial statements, are disclosed in Note 3.

UNITED MALAYAN LAND BHD (4131-M) 98 NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010

2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

2.1 Basis of preparation (continued)

(i) Standards, amendments to published standards and interpretations to existing standards that are effective

The Group and Company adopted the following standards, amendments to published standards and interpretations to existing standards that are mandatory for financial periods beginning on or after 1 January 2010:

t
Amendment to FRS 2 “Share-based Payment - Vesting Conditions and Cancellations” t
Amendment to FRS 5 “Non-current Assets Held for Sale and Discontinued Operations” t
FRS 7 “Financial Instruments: Disclosures” and Amendment to FRS 7 t
FRS 8 “Operating Segments” and Amendment to FRS 8 t
Revised FRS 101 “Presentation of Financial Statements” t
Amendment to FRS 107 “Statement of Cash Flows” t
Amendment to FRS 108 “Accounting Policies, Changes in Accounting Estimates and Errors” t
Amendment to FRS 110 “Events after the Balance Sheet Date” t
Amendment to FRS 116 “Property, Plant and Equipment” t
Amendment to FRS 117 “Leases” t
Amendment to FRS 118 “Revenue” t
Amendment to FRS 119 “Employee Benefits” t
FRS 123 “Borrowing Costs” and Amendment to FRS 123 t
Amendment to FRS 127 “Consolidated and Separate Financial Statements” t
Amendment to FRS 128 “Investments in Associates” t
Amendments to FRS 128 and FRS 131 "Interests in Joint Ventures” (consequential amendments to FRS 132 “Financial Instruments: Presentation” and FRS 7) t
Amendment to FRS 132 “Financial Instruments: Presentation” t
Amendment to FRS 134 “Interim Financial Reporting” t
Amendment to FRS 136 “Impairment of Assets” t
Amendment to FRS 138 “Intangible Assets” t
FRS 139 “Financial Instruments: Recognition and Measurement” and Amendment to FRS 139 t
Amendment to FRS 140 “Investment Property” t
IC Interpretation 9 “Reassessment of Embedded Derivatives” t
IC Interpretation 10 “Interim Financial Reporting and Impairment” t
IC Interpretation 11 “FRS 2 – Group and Treasury Share Transactions”

The adoption of the above standards, amendments to published standards and IC interpretations do not have a material impact on the financial statements of the Group and Company except for the adoption of the following standards as set out below:

t
FRS 7 “Financial Instruments: Disclosures” and Amendment to FRS 7

This standard provides information to users of financial statements about an entity’s exposure to risks and how the entity manages those risks. The improvement to FRS 7 clarifies that entities must not present total interest income and expense as a net amount within finance costs on the face of the statement of comprehensive income.

The Group and Company have applied FRS 7 prospectively in accordance with the transitional provisions. Hence, the new disclosures have not been applied to the comparatives.

UNITED MALAYAN LAND BHD (4131-M) 99

2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

2.1 Basis of preparation (continued)

(i) Standards, amendments to published standards and interpretations to existing standards that are effective (continued)

t
Revised FRS 101 “Presentation of Financial Statements”

This revised FRS 101 introduces changes in the presentation and disclosures of financial statements. The revised standard separates owner and non-owner changes in equity. The statement of changes in equity includes only details of transactions with owners, with all non-owner changes in equity presented as a single line. The standard also introduces the statement of comprehensive income, with all items of income and expense recognised in profit or loss, together with all other items of recognised income and expense recognised directly in equity, either in one single statement, or in two linked statements. The Group and Company have elected to present the statement of comprehensive income as a single statement.

t
FRS 139 “Financial Instruments: Recognition and Measurement” and Amendment to FRS 139

The standard establishes principles for recognising and measuring financial assets, financial liabilities and some contracts to buy and sell non-financial items. The amendment to FRS 139 provides further guidance on eligible hedge items.

Receivables, which were previously measured at invoiced amounts and subject to impairment, are now classified as loans and receivables, initially measured at fair value plus transaction costs and subsequently, at amortised cost using the effective interest method.

When loans and receivables are impaired, the carrying amount of the asset is reduced and the amount of the loss is recognised in profit or loss. Impairment loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows discounted at the asset’s original effective interest rate. If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised, the reversal of the previously recognised impairment loss is recognised in profit or loss.

Payables, which were previously measured at invoiced amounts, are now classified as other financial liabilities, initially measured at fair value plus transaction costs and subsequently, at amortised cost using the effective interest method.

The Group has applied the new policies in relation to the financial instruments above in accordance with the transitional provisions in FRS 139 by recognising and re-measuring all financial assets and financial liabilities as at 1 January 2010 as appropriate. The related adjustments to the previous carrying amounts are made to the opening retained earnings as disclosed in the statements of changes in equity. Comparatives are not restated.

UNITED MALAYAN LAND BHD (4131-M) 100 NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010

2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

2.1 Basis of preparation (continued)

(i) Standards, amendments to published standards and interpretations to existing standards that are effective (continued)

t
FRS 139 “Financial Instruments: Recognition and Measurement” and Amendment to FRS 139 (continued)

The impact from the adoption of FRS 139 is disclosed as follows:

(a) Impact on the Group’s Statement of Financial Position

Balance Balance as at FRS 139 as at 31.12.2009 impact 1.1.2010 RM’000 RM’000 RM’000

Retained earnings 278,142 180 278,322 Non-controlling interests 66,920 7 66,927 Trade and other receivables 169,851 (704) 169,147 Trade and other payables 58,696 (891) 57,805

The adoption of FRS 139 has resulted in a decrease to the following items in the Group’s statement of financial position as at 31 December 2010:

Decrease by RM’000

Trade and other receivables 771 Trade and other payables 1,113

(b) Impact on the Group’s Statement of Comprehensive Income

The adoption of FRS 139 has no impact on the Group’s statement of comprehensive income for the financial year ended 31 December 2009.

The adoption of FRS 139 has resulted in an increase to the following items in the Group’s statement of comprehensive income for the financial year ended 31 December 2010:

Increase by RM’000

Finance income 766 Finance costs 528

The adoption of FRS 139 has no impact on the Company’s statement of financial position and statement of comprehensive income.

UNITED MALAYAN LAND BHD (4131-M) 101

2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

2.1 Basis of preparation (continued)

(ii) Standards, amendments to published standards and interpretations to existing standards that are not yet effective and have been early adopted

The revised FRS 3 “Business Combinations” and FRS 127 “Consolidated and Separate Financial Statements” are applicable for the financial period beginning on or after 1 July 2010. As of 1 January 2010, the Group had early adopted both revised standards at the same time in accordance to their transitional provisions.

t
Revised FRS 3 “Business Combinations”

This revised standard continues to apply the acquisition method to business combinations, with some significant changes. For example, all payments to purchase a business are to be recorded at fair value at the acquisition date, with contingent payments classified as debt subsequently re- measured through the profit or loss. There is a choice on an acquisition-by-acquisition basis to measure the non-controlling interest in the acquiree either at fair value or at the non-controlling interest’s proportionate share of the acquiree’s net assets. All acquisition-related costs should be expensed.

According to its transitional provisions, the revised FRS 3 has been applied prospectively. Assets and liabilities that arose from business combinations whose acquisition dates are before 1 January 2010 are not adjusted.

t
Revised FRS 127 “Consolidated and Separate Financial Statements”

This revised standard requires the effects of all transactions with non-controlling interests to be recorded in equity if there is no change in control and these transactions will no longer result in goodwill or gains and losses. The standard also specifies the accounting when control is lost. Any remaining interest in the entity is re-measured to fair value, and a gain or loss is recognised in the profit or loss.

According to its transitional provisions, the revised FRS 127 has been applied prospectively, and does not impact the Group’s consolidated financial statements in respect of transactions with non- controlling interest, attribution of losses to non-controlling interest, and disposal of subsidiary companies before 1 January 2010. The changes will affect future transactions with non-controlling interest.

The effects of the early adoption of the revised FRS 127 on the Group’s consolidated financial statements, relating to the acquisition of additional 29% equity interest in Exquisite Skyline Sdn Bhd from its non-controlling interest are disclosed in Note 15.

(iii) Standards, amendments to published standards and interpretations to existing standards that are not yet effective and have not been early adopted

t
Amendment to FRS 2 “Share-based Payment” (effective for financial periods beginning on or after 1 July 2010). This amendment clarifies that contributions of a business on formation of a joint venture and common control transactions are outside the scope of FRS 2.

UNITED MALAYAN LAND BHD (4131-M) 102 NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010

2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

2.1 Basis of preparation (continued)

(iii) Standards, amendments to published standards and interpretations to existing standards that are not yet effective and have not been early adopted (continued)

t
Amendment to FRS 5 “Non-current Assets Held for Sale and Discontinued Operations” (effective for financial periods beginning on or after 1 July 2010). This amendment clarifies that all of a subsidiary's assets and liabilities are classified as held for sale if a partial disposal sale plan results in loss of control. Relevant disclosure should be made for this subsidiary if the definition of a discontinued operation is met.

t
Amendment to FRS 138 “Intangible Assets” (effective for financial periods beginning on or after 1 July 2010). This amendment clarifies that a group of complementary intangible assets acquired in a business combination is recognised as a single asset if the individual asset has similar useful lives.

t
Amendment to IC Interpretation 9 “Reassessment of Embedded Derivatives” (effective for financial periods beginning on or after 1 July 2010). This amendment clarifies that this interpretation does not apply to embedded derivatives in contracts acquired in a business combination, businesses under common control or the formation of a joint venture.

t
IC Interpretation 12 “Service Concession Arrangements” (effective for financial periods beginning on or after 1 July 2010). This interpretation applies to contractual arrangements whereby a private sector operator participates in the development, financing, operation and maintenance of infrastructure for public sector services. Depending on the contractual terms, this interpretation requires the operator to recognise a financial asset if it has an unconditional contractual right to receive cash or an intangible asset if it receives a right (license) to charge users of the public service. Some contractual terms may give rise to both a financial asset and an intangible asset.

t
IC Interpretation 15 “Agreements for the Construction of Real Estate” (effective for financial periods beginning on or after 1 January 2012). This interpretation provides guidance on whether FRS 118 “Revenue” or FRS 111 “Construction Contracts” should be applied to particular transactions. It is likely to result in FRS 118 being applied to a wider range of transactions. Management is evaluating the implications of this interpretation and retrospective adjustments may be required to reverse development profits recognised for both completed and ongoing projects.

t
IC Interpretation 16 “Hedges of a Net Investment in a Foreign Operation” (effective for financial periods beginning on or after 1 July 2010). This interpretation clarifies the accounting treatment in respect of net investment hedging. This includes the fact that net investment hedging relates to differences in functional currency not presentation currency, and hedging instruments may be held by any entity in the group. The requirements of FRS 121 "The Effects of Changes in Foreign Exchange Rates" do apply to the hedged item.

t
IC Interpretation 17 “Distributions of Non-cash Assets to Owners” (effective for financial periods beginning on or after 1 July 2010). This interpretation provides guidance on accounting for arrangements whereby an entity distributes non-cash assets to shareholders either as a distribution of reserves or as dividends. FRS 5 has also been amended to require that assets are classified as held for distribution only when they are available for distribution in their present condition and the distribution is highly probable.

UNITED MALAYAN LAND BHD (4131-M) 103

2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

2.1 Basis of preparation (continued)

(iii) Standards, amendments to published standards and interpretations to existing standards that are not yet effective and have not been early adopted (continued)

t
Amendment to FRS 132: Classification of Rights Issue (effective for financial periods beginning on or after 1 March 2010). This amendment addresses accounting for rights issues that are denominated in a currency other than the functional currency of the issuer. Provided certain conditions are met, such rights issues are now classified as equity instruments instead of as derivative liabilities, regardless of the currency in which the exercise price is denominated. Currently, these issues are accounted for as derivative liabilities.

t
Amendment to FRS 2 “Share-based Payment: Group Cash-settled Share-based Payment Transactions” (effective for financial periods beginning on or after 1 January 2011). This amendment clarifies that an entity that receives goods or services in a share-based payment arrangement must account for those goods or services no matter which entity in the group settles the transaction, and no matter whether the transaction is settled in shares or cash. This amendment also incorporates guidance previously included in IC Interpretation 8 “Scope of FRS 2” and IC Interpretation 11 “FRS 2 – Group and Treasury Share Transactions”, which shall be withdrawn upon application of this amendment.

t
Amendment to FRS 3 “Business Combinations” (effective for financial periods beginning on or after 1 January 2011) clarifies that the choice of measuring non-controlling interests at fair value or at the proportionate share of the acquiree’s net assets applies only to instruments that represent present ownership interests and entitle their holders to a proportionate share of the net assets in the event of liquidation. All other components of non-controlling interest are measured at fair value unless another measurement basis is required by FRS.

This amendment also clarifies that the amendments to FRS 7, FRS 132 and FRS 139 that eliminate the exemption of contingent consideration do not apply to contingent consideration that arose from business combinations whose acquisition dates precede the application of FRS 3 (2010). Those contingent consideration arrangements are to be accounted for in accordance with the guidance in FRS 3 (2005).

t
Amendment to FRS 7: Improving Disclosures about Financial Instruments (effective for financial periods beginning on or after 1 January 2011). This amendment requires enhanced disclosures about fair value measurement and liquidity risk. In particular, the amendment requires disclosure of fair value measurements by level of a fair value measurement hierarchy.

t
Amendment to FRS 101 “Presentation of Financial Statements” (effective for financial periods beginning on or after 1 January 2011). This amendment clarifies that an entity shall present an analysis of other comprehensive income for each component of equity, either in the statement of changes in equity or in the notes to the financial statements.

t
IC Interpretation 19 “Extinguishing Financial Liabilities with Equity Instruments” (effective for financial periods beginning on or after 1 July 2011). This interpretation provides clarification when an entity renegotiates the terms of a financial liability with its creditor and the creditor agrees to accept the entity’s shares or other equity instruments to settle the financial liability fully or partially. A gain or loss, being the difference between the carrying value of the financial liability and the fair value of the equity instruments issued, shall be recognised in profit or loss. Entities are no longer permitted to reclassify the carrying value of the existing financial liability into equity with no gain or loss recognised in profit or loss.

UNITED MALAYAN LAND BHD (4131-M) 104 NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010

2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

2.1 Basis of preparation (continued)

(iii) Standards, amendments to published standards and interpretations to existing standards that are not yet effective and have not been early adopted (continued)

The Group has applied the transitional provision which exempts entities from disclosing the possible impact arising from the initial application of IC Interpretation 12 on the financial statements of the Group and Company.

With the exception of IC Interpretation 15 and the new disclosures required under Amendments to FRS 7, the Group and Company do not anticipate the above standards, amendments to published standards and interpretations to existing standards to have any significant impact on the financial statements of the Group and Company.

The Group and Company will apply the above standards, amendments to published standards and interpretations to existing standards from financial periods beginning on 1 January 2011 and 1 January 2012.

2.2 Basis of consolidation

(i) Subsidiary companies

The consolidated financial statements include the financial statements of the Company and all its subsidiary companies made up to the end of the financial year. Subsidiary companies are those entities (including special purpose entities) in which the Group has power to exercise control over the financial and operating policies so as to obtain benefits from their activities. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Group controls another entity. Subsidiary companies are consolidated from the date control is transferred to the Group and are no longer consolidated from the date that control ceases.

Subsidiary companies are consolidated using the acquisition method of accounting except for a subsidiary company (as disclosed in Note 15 to the financial statements) which was accounted for using the merger method of accounting. The subsidiary was consolidated prior to 1 January 2002 in accordance with Malaysian Accounting Standard No. 2 “Accounting for Acquisitions and Mergers”, the generally accepted accounting principle prevailing at that time.

The Group has used the exemption provided by FRS 1222004 “Business Combinations” and FRS 3 to apply these Standards prospectively. Accordingly, business combinations entered into prior to the respective effective dates have not been restated to comply with these Standards.

Under the acquisition method of accounting, the consideration transferred for the acquisition of a subsidiary company is the fair values of the assets transferred, the liabilities incurred and the equity interests issued by the Group. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Acquisition related costs are expensed as incurred. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date.

UNITED MALAYAN LAND BHD (4131-M) 105

2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

2.2 Basis of consolidation (continued)

(i) Subsidiary companies (continued)

The excess of the consideration transferred, the amount of any non-controlling interest in the acquiree and the acquisition date fair value of any previous equity interest in the acquiree over the fair value of the Group’s share of the indentifiable net assets acquired is recorded as goodwill. If this is less than the fair value of the net assets of the subsidiary company acquired in the case of a bargain purchase, the difference is recognised directly in the statement of comprehensive income. See accounting policy note 2.5 on goodwill.

For each individual business combination, the Group recognises any non-controlling interest in the acquiree either at fair value or at the non-controlling interest’s proportionate share of the acquiree’s net assets. At the end of reporting period, non-controlling interest consists of amount calculated on the date of combinations and its share of changes in the subsidiary’s equity since the date of combination.

All earnings and losses of the subsidiary are attributed to the parent and the non-controlling interest, even if the attribution of losses to the non-controlling interest results in a debit balance in the shareholders’ equity. Profit or loss attribution to non-controlling interests in respect of prior financial years is not restated.

In business combinations achieved in stages, previously held equity interests in the acquiree are re- measured to their fair value at the acquisition date and any corresponding gain or loss is recognised in profit or loss.

Under the merger method of accounting, the results of the subsidiary company are presented as if the merger had been effected throughout the current and previous financial years. The assets and liabilities combined are accounted for based on the carrying amounts from the perspective of the common control shareholder at the date of transfer. On consolidation, the cost of the merger is cancelled with the values of the shares received. Any resulting credit balance is classified as equity and regarded as a non- distributable reserve. Any resulting debit difference is adjusted against any suitable reserve. Any share premium, capital redemption reserve and any other reserves which are attributable to share capital of the merged enterprises, to the extent that they have not been capitalised by a debit difference, are reclassified and presented as movement in other capital reserves. Expenditure incurred in connection with the merger is recognised in profit or loss.

All inter-company balances, transactions and unrealised gains and losses arising from inter-company transactions are eliminated. Accounting policies for subsidiary companies have been changed to ensure consistency with the policies adopted by the Group.

In the Company’s separate financial statements, investments in subsidiary companies are stated at cost less accumulated impairment losses. Where an indication of impairment exists, the carrying amount of the investments is assessed and written down immediately to its recoverable amount. See accounting policy note 2.8 on impairment.

Interest-free loans or advances with no fixed terms of repayment granted by the Company to its subsidiary companies are carried at cost and accounted for as part of investment in subsidiary companies under the scope of FRS 127.

UNITED MALAYAN LAND BHD (4131-M) 106 NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010

2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

2.2 Basis of consolidation (continued)

(ii) Transactions with non-controlling interests

Non-controlling interest represents the equity in subsidiary company not attributable, directly or indirectly, to owners of the Company and is presented separately in the consolidated statement of comprehensive income and within equity in the consolidated statement of financial position, separately from equity attributable to owners of the Company.

The Group treats all changes in its ownership interest in a subsidiary company that do not result in a loss of control as equity transactions between the Group and its non-controlling interests. For acquisitions from non-controlling interests, the difference between any consideration paid and the relevant share acquired of the carrying value of net assets of the subsidiary company is recorded in equity. Gains or losses on disposals to non-controlling interests are also recorded in equity.

When the Group ceases to have control or significant influence, any retained interest in the entity is measured to its fair value, with the change in carrying amount recognised in profit or loss. The fair value is the initial carrying amount for the purposes of subsequently accounting for the retained interest as an associate, joint venture or financial asset. In addition, any amounts previously recognised in other comprehensive income in respect of that entity are accounted for as if the Group had directly disposed of the related assets or liabilities. This may mean that amounts previously recognised in other comprehensive income are reclassified to profit or loss.

If the ownership interest in an associate is reduced but significant influence is retained, only a proportionate share of the amounts previously recognised in other comprehensive income are reclassified to profit or loss where appropriate.

2.3 Jointly controlled entities

Jointly controlled entities are entities over which there is contractually agreed sharing of control by the Group with one or more parties where the strategic financial and operating decisions relating to the entities require unanimous consent of the parties sharing control.

The Group’s investment in jointly controlled entities is accounted for using the equity method of accounting. The Group’s investments in jointly controlled entities include goodwill identified on acquisition, net of any accumulated impairment losses. See accounting policy note 2.8 on impairment.

Under the equity method of accounting, the Group’s share of the post-acquisition profit or loss of the jointly controlled entities is recognised in the statement of comprehensive income and its share of post-acquisition movements in other comprehensive income is recognised in other comprehensive income. The cumulative post-acquisition movements are adjusted against the carrying amount of the investments.

The Group recognises the portion of profits or losses on the sale of assets of the Group to the jointly controlled entity that is attributable to the other venturers. The Group does not recognise its share of profits or losses from the jointly controlled entity that result from the purchase of assets by the Group from the jointly controlled entity until it resells the assets to an independent party. However, a loss on the transaction is recognised immediately if the loss provides evidence of a reduction in the net realisable value of current assets or an impairment loss.

Where necessary, in applying the equity method of accounting, adjustments are made to the financial statements of jointly controlled entities to ensure consistency of accounting policies with those of the Group.

UNITED MALAYAN LAND BHD (4131-M) 107

2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

2.3 Jointly controlled entities (continued)

In the Company’s separate financial statements, investments in jointly controlled entities are stated at cost less accumulated impairment losses. Where an indication of impairment exists, the carrying amount of the investments is assessed and written down immediately to its recoverable amount. See accounting policy note 2.8 on impairment.

On disposal of such investments, the difference between net disposal proceeds and the carrying amount is included in profit or loss.

2.4 Functional and presentation currency

The individual financial statements of each of the 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, which is the Company’s functional and presentation currency.

2.5 Goodwill

Goodwill represents the excess of the cost of acquisition over the fair values of the Group's share of the identifiable assets of the acquired subsidiary companies and jointly controlled entities at the date of acquisition.

Goodwill acquired is allocated to cash-generating units (“CGUs”) for the purpose of impairment testing. The allocation is made to those CGUs or groups of CGUs that are expected to benefit from the synergies of the business combination in which the goodwill arose.

Goodwill is measured at cost less any accumulated impairment losses. Goodwill is not amortised but it is reviewed for impairment, annually or more frequently, if events or changes in circumstances indicate that the carrying amount of the CGU may be impaired. The carrying amount of the CGU, including the allocated goodwill, is compared to the recoverable amount of the CGU. Where the recoverable amount of the CGU is less than the carrying amount, an impairment loss is recognised in the profit or loss. Impairment losses on goodwill are not reversed. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity disposed.

2.6 Property, plant and equipment

Property, plant and equipment are initially stated at cost. Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economics benefits associated with the item will flow to the Group and the cost of the item can be measured reliably.

Subsequent to recognition, property, plant and equipment except for freehold land, are stated at cost less accumulated depreciation and accumulated impairment losses. The carrying amount of the replaced part is not recognised. All other repairs and maintenance costs are recognised in profit or loss during the financial period in which they are incurred.

Freehold land is stated at cost or valuation. Freehold land is not depreciated as it has an infinite useful life. The freehold land was revalued by the Directors based on professional valuations carried out by independent professional valuers. The Directors have applied the transitional provision issued by MASB on adoption of FRS 116 “Property, Plant and Equipment”, which allows these assets to be stated at their 1990 and 1996 valuations. Accordingly, the valuations have not been updated.

UNITED MALAYAN LAND BHD (4131-M) 108 NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010

2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

2.6 Property, plant and equipment (continued)

Surpluses arising on revaluation are credited to other comprehensive income and shown as non-distributable revaluation reserves in shareholders’ equity, except to the extent that it reverses a revaluation decrease of the same asset previously recognised in profit or loss, in which case the increase is recognised in profit or loss. Decreases that offset previous increases of the same asset are charged in other comprehensive income and debited against non-distributable revaluation reserves directly in equity. In all other cases, a decrease in carrying amount is recognised in profit or loss. Upon disposal or retirement of an asset, any revaluation reserve relating to the particular asset is transferred directly to distributable revaluation reserves.

All other property, plant and equipment are depreciated on a straight line basis to allocate the cost of the assets to their residual values over their estimated useful lives, summarised as follows:

Buildings 20 years Furniture, fittings and equipment 5 years Motor vehicles 5 years Stable and equestrian equipment 5 years

Depreciation on assets under construction commences when the assets are ready for their intended use.

The residual values and useful lives of assets are reviewed and adjusted if appropriate, at each reporting date.

Where an indication of impairment exists at the reporting date, an analysis is performed to assess whether the carrying amount of the asset is fully recoverable. A write-down is made if the carrying amount exceeds the recoverable amount. See accounting policy note 2.8 on impairment.

On disposal of an asset, the difference between the net disposal proceeds and its carrying amount is charged or credited to profit or loss. In the case of revalued land, the amount in non-distributable revaluation reserve relating to these revalued lands which had been disposed is transferred to distributable revaluation reserves.

2.7 Investment properties

Investment properties are properties which are held either to earn rental income or for capital appreciation or for both, and are not occupied by the Group.

Investment properties of the Group comprise freehold land and buildings.

Freehold land is stated at cost or valuation. Freehold land is not depreciated as it has an infinite useful life. The freehold land was revalued by the Directors based on professional valuations carried out by independent professional valuers. The Directors have applied the transitional provision issued by MASB on adoption of FRS 116, which allows these assets to be stated at their 1990 and 1996 valuations and valuations have not been updated. Accordingly, the freehold land was transferred to “Investment properties” at its carrying amount.

Buildings are stated at cost less accumulated depreciation and accumulated impairment losses. Buildings are depreciated on a straight line basis over the estimated useful lives of 20 years.

Transfers are made to or from investment properties only when there is a change in use. The carrying amount of the property at the date of transfer shall be the deemed cost for subsequent accounting.

Investment property is derecognised upon disposal or the investment property is permanently withdrawn from use and no future economics benefit is expected from its disposal. The difference between the net disposal proceeds and the carrying amount is recognised in profit or loss in the financial period of the retirement or disposal.

UNITED MALAYAN LAND BHD (4131-M) 109

2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

2.8 Impairment

(i) Non-financial assets

Assets that have indefinite useful life are not subject to amortisation and are tested annually for impairment. Assets that are subject to amortisation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Impairment loss is recognised for the amount by which the carrying amount of the asset exceeds its recoverable amount.

Recoverable amount is the higher of an asset’s fair value less costs to sell and its value in use. For the purpose of assessing impairment, assets are grouped at the lowest levels for which they are separately identifiable cash flows (cash generating units (“CGU”)).

In assessing value in use, the estimated future cash flows expected to be generated by the asset are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.

For the purpose of assessing impairment, recoverable amount is determined on an individual asset basis unless the asset does not generate cash flows that are largely independent of those from the other assets. If this is the case, recoverable amount is determined for the CGU to which the asset belongs to.

The impairment loss is recognised in the profit or loss in the financial period in which it arises, unless the asset is carried at a revalued amount, in which case the impairment loss is accounted for as a revaluation decrease to the extent that the impairment loss does not exceed the amount held in the asset revaluation reserve for the same asset.

Impairment loss on goodwill is not reversed in a subsequent financial period. Impairment loss for an asset other than goodwill is reversed if, and only if, there has been change in the estimates used to determine the asset’s recoverable amount since the last impairment loss recognition. The carrying amount of an asset other than goodwill is increased to its revised recoverable amount provided that this amount does not exceed the carrying amount that would have been determined (net of amortisation and depreciation) had no impairment loss had been recognised for the asset in prior financial years. A reversal of impairment loss for an asset other than goodwill is recognised in profit or loss, unless the asset is carried at revalued amount, in which case such reversal is treated as a revaluation increase.

(ii) Financial assets

The Group and Company assess at each reporting date whether there is any objective evidence that a financial asset or group of financial assets is impaired. A financial asset or a group of financial assets is impaired and impairment losses are incurred only if there is objective evidence of impairment as a result of one or more events that occurred after the initial recognition of the asset (“loss event”) and that loss event has an impact on the estimated future cash flows of the financial asset or group of financial assets that can be reliably estimated.

To determine whether there is objective evidence that an impairment loss on financial assets has been incurred, the Group and Company consider factors such as the probability of insolvency or significant financial difficulties of the debtors and default or significant delay in payments. For certain category of financial assets, assets that are assessed not to be impaired individually are subsequently assessed for impairment on a collective basis based on similar risk characteristics.

UNITED MALAYAN LAND BHD (4131-M) 110 NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010

2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

2.8 Impairment (continued)

(ii) Financial assets (continued)

(a) Trade and other receivables and other financial assets carried at amortised cost

Objective evidence of impairment for a portfolio of receivables could include the Group’s and Company’s past experience of collecting payments, an increase in the number of delayed payments in the portfolio past the average credit period and observable changes in national or local economic conditions that correlate with default on receivables.

If any such evidence exists, the amount of impairment loss is measured as the difference between asset’s carrying amount and the present value of estimated future cash flows discounted at the financial asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

The carrying amount of the financial asset is reduced by the impairment loss directly for all financial assets with the exception of trade receivables, where the carrying amount is reduced through the use of an allowance account. When a trade receivable becomes uncollectible, it is written off against the allowance account.

If in a subsequent financial period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised, the previously recognised impairment loss is reversed to the extent that the carrying amount of the asset does not exceed its amortised cost at the reversal date. The amount of reversal is recognised in profit or loss. (b) Available-for-sale financial assets

Significant or pro-longed decline in fair value below cost, significant financial difficulties of the issuer or obligor and the disappearance of an active trading market are considerations to determine whether there is objective evidence that investment securities classified as available- for-sale financial assets are impaired.

If an available-for-sale financial asset is impaired, an amount comprising the difference between its cost (net of any principal payment and amortisation) and its current fair value, less any impairment loss previously recognised in profit or loss is transferred from equity to profit or loss.

Impairment losses on available-for-sale equity investments are not reversed in profit or loss in the subsequent financial periods. Increase in fair value, if any, subsequent to impairment loss is recognised in other comprehensive income. For available-for-sale debt investments, impairment losses are subsequently reversed in profit or loss if an increase in the fair value of the investment can be objectively related to an event occurring after the recognition of the impairment loss in profit or loss. 2.9 Completed properties

Properties which have been completed but not sold are classified as “Completed properties” and are stated at the lower of cost and net realisable value. The cost of unsold properties comprises cost associated with the acquisition of land, direct costs and appropriate proportion of allocated costs attributable to property development activities.

Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and the estimated costs necessary to make the sale.

UNITED MALAYAN LAND BHD (4131-M) 111

2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

2.10 Land held for property development and property development costs

(i) Land held for property development

Land held for property development consists of land upon which no significant development work has been undertaken or where development activities are not expected to be completed within the normal operating cycle. Such land is classified as non-current asset and is stated at cost less accumulated impairment losses.

Cost of land includes the purchase price of the land, professional fees, stamp duties, commissions, conversion fees and other relevant levies. Where the Group had previously recorded the land at revalued amount, it continues to retain this amount as its surrogate cost as allowed by FRS 201 “Property Development Activities”. Where an indication of impairment exists, the carrying amount of the asset is assessed and written down immediately to its recoverable amount. See accounting policy note 2.8 on impairment.

Land held for property development is reclassified to “Property development costs” (within current assets) upon commencement of development activities and where the development activities can be completed within the Group’s normal operating cycle. (ii) Property development costs

Property development costs comprise cost of land and all costs directly attributable to development activities or that can be allocated on a reasonable basis to those activities. It includes borrowing costs related to the financing of development activities of the land, related development costs common to the development project and direct construction costs. Borrowing costs are included in the property development costs until the completion of the development projects.

When the outcome of the development activities can be estimated reliably, property development revenue and expenses are recognised by using the stage of completion method as stated in accounting policy note 2.21 on revenue recognition.

When the outcome of the development activities cannot be estimated reliably, property development revenue is recognised only to the extent of property development costs incurred that is probable will be recoverable; property development costs on the development units sold are recognised when incurred.

Irrespective of whether the outcome of property development activities can or cannot be estimated reliably, when it is probable that total property development costs will exceed total property development revenue, the expected loss is recognised as an expense immediately. Property development costs not recognised as an expense are recognised as an asset and stated at the lower of cost and net realisable value.

Where revenue recognised in the profit or loss exceeds billings to purchasers, the balance is presented as accrued billings within “Trade and other receivables” (within current assets). Where billings to purchasers exceed revenue recognised in the profit or loss, the balance is presented as progress billings within “Trade and other payables” (within current liabilities).

UNITED MALAYAN LAND BHD (4131-M) 112 NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010

2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

2.11 Trade receivables

Trade receivables are amounts due from customers in the ordinary course of business. If collection is expected within one year or less (or in the normal operating cycle of the business if longer), they are classified as current assets. If not, they are presented as non-current assets.

Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less provision for impairment. See accounting policy note 2.8 on impairment.

Trade receivables arising from the sale of completed properties under instalment schemes are recorded at their fair value, which is determined by discounting all future receipts using an imputed rate of interest. 2.12 Cash and cash equivalents

Cash and cash equivalents comprise cash in hand, bank balances, deposits held at call with banks, short-term and highly liquid investments that are readily convertible to known amount of cash and which are subject to an insignificant risk of changes in value with original maturities of three months or less. For purpose of the statement of cash flows, cash and cash equivalents are presented net of bank overdrafts.

Bank overdrafts are included within “Borrowings” in current liabilities in the statement of financial position. 2.13 Share capital

(i) Classification

Ordinary shares are classified as equity. Distributions to holders of a financial instrument classified as an equity instrument are charged directly to equity. (ii) Share issue costs

Incremental external costs directly attributable to the issue of new shares or options over ordinary shares are shown in equity as a deduction, net of tax, from the proceeds. (iii) Dividends to shareholders of the Company

Interim dividends on ordinary shares are recognised as liabilities when proposed.

Final dividend proposed after the reporting date is not recognised as a liability at the reporting date until its approval by the shareholders at the Annual General Meeting.

2.14 Treasury shares

Where the Company or its subsidiary companies repurchase the Company’s equity share capital, the consideration paid, including any directly attributable incremental external costs, net of tax, is deducted from equity. Repurchased shares that are not subsequently cancelled are presented as treasury shares. Treasury shares are presented as a deduction from total equity.

When treasury shares are distributed as share dividends, the cost of the treasury shares is applied in the reduction of the share premium account or distributable reserves, or both.

When treasury shares are subsequently sold or reissued, the diffierence between the sales consideration, net of any directly attributable costs and the carrying amount of the treasury shares is recognised in equity, and the resulting surplus or deficit on the transaction is presented in share premium.

UNITED MALAYAN LAND BHD (4131-M) 113

2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) 2.15 Capitalisation of borrowing costs

Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are capitalised as part of the cost of those assets.

The capitalisation of borrowing costs as part of the cost of a qualifying asset commences when the expenditure for the asset is being incurred, borrowing costs are being incurred and activities that are necessary to prepare the asset for its intended use or sale are in progress. Capitalisation of borrowing costs is suspended or ceases when substantially all the activities necessary to prepare the qualifying asset for its intended use or sale are interrupted or completed.

All other borrowing costs are recognised in profit or loss in the financial period in which they are incurred. 2.16 Leases

A lease is recognised as a finance lease if it transfers substantially to the Group all the risks and rewards incidental to ownership. All leases that do not transfer substantially all the risks and rewards incidental to ownership are classified as operating leases. (i) Finance leases – the Group as Lessee

Assets acquired by way of finance leases are stated at an amount equal to the lower of their fair values and the present value of the minimum lease payments at the inception of the leases. The corresponding liability is included in the statement of financial position as “Borrowings”. Subsequent to initial recognition, the assets are accounted for in accordance to the accounting policy applicable to that assets.

Lease payments are apportioned between the finance costs and the reduction of the outstanding liability. Finance costs, which represent the difference between the total leasing commitments and the fair value of the assets acquired, are recognised in profit or loss over the term of the relevant lease so as to produce a constant periodic rate of charge on the remaining balance of the obligations for each accounting period. Contingent lease payments are accounted for by revising the minimum lease payments over the remaining term of the lease when the lease adjustment is confirmed.

Property, plant and equipment acquired under finance leases are depreciated over the shorter of the estimated useful life of the asset and the lease term. (ii) Operating leases – the Group as Lessor

Assets leased out under operating leases are presented in the statement of financial position according to the nature of the assets. Rental income (net of any incentives given to the lessees) from operating leases is recognised on a straight line basis over the lease term. 2.17 Provisions

Provisions are recognised when the Group has a present legal or constructive obligation as a result of past events, when it is probable that an outflow of resources will be required to settle the obligation, and when a reliable estimate of the amount can be made.

Provisions are reviewed at each reporting date and adjusted to reflect the current best estimate. If it is no longer probable that an outflow of economic resources will be required to settle the obligation, the provision is reversed. Where the effect of time value of money is material, provisions are discounted using a current pre-tax rate that reflects, where appropriate, the risks specific to the liability. Where discounting is used, the increase in the provisions due to passage of time is recognised as finance cost.

UNITED MALAYAN LAND BHD (4131-M) 114 NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010

2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) 2.18 Income tax expense

Income tax expense comprises current and deferred tax. Current and deferred tax is recognised in profit or loss except to the extent that it relates to a business combination or items recognised directly to equity or other comprehensive income. (i) Current tax

Current tax is the expected amount of income taxes payable or receivable in respect of the taxable profit or loss for the financial year, real property gains tax payable on the disposal of properties and any adjustments to tax payable in respect of previous financial years. Current tax is computed using the tax rates and tax laws that have been enacted or substantially enacted at the reporting date. (ii) Deferred tax

Deferred tax is recognised in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities for tax purposes and their carrying amounts in the statement of financial position. However, deferred tax is not recognised if a temporary difference arises from the initial recognition of goodwill or from the initial recognition of an asset or a liability in a transaction that is not a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss.

Deferred tax is recognised on temporary differences arising on investments in subsidiary companies, associates and jointly controlled entities, except for deferred tax liability where the timing of reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future.

Deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which the deductible temporary differences or unused tax losses can be utilised.

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax assets to be utilised.

Deferred tax is determined using tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date and are expected to apply when the related deferred tax asset is realised or the deferred tax liability is settled.

Deferred tax assets and deferred tax liabilities are offset if there is legally enforceable right to set off current tax assets against current tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority. 2.19 Employee benefits (i) Short term employee benefits

Wages, salaries, paid annual leave, sick leave, bonuses, and non-monetary benefits are accrued in the period in which the associated services are rendered by the employees (including Executive Directors) of the Group.

A liability is recognised for the amount expected to be paid under short term cash bonus if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employees and the obligation can be estimated reliably.

UNITED MALAYAN LAND BHD (4131-M) 115

2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) 2.19 Employee benefits (continued) (ii) Defined contribution plans

Defined contribution plans are post-employment benefit plans under which the Group pays fixed contributions into separate entities or funds and will have no legal or constructive obligation to pay further contributions if any of the funds do not hold sufficient assets to pay all employees’ benefits relating to employees’ services in the current and preceding financial years. As required by law, companies in Malaysia make such contributions to the Employees’ Provident Fund (“EPF”), the national defined contribution plan. The Group’s contributions to EPF are charged to profit or loss in the financial period to which they relate. (iii) Share-based compensation

The Group’s Employees’ Share Option Scheme (“ESOS”), an equity-settled, share-based compensation plan, allows the Group’s employees and Directors to acquire ordinary shares of the Company. The fair value of options over ordinary shares granted to employees and Directors is recognised in employees’ benefits expenses in profit or loss with a corresponding increase in the share option reserve within equity over the vesting period, taking into account the probability that the options over ordinary shares will vest.

The fair value of options over ordinary shares is measured at grant date, taking into account, if any, the market vesting conditions upon which the options over ordinary shares were granted but excluding the impact of any non-market vesting conditions. Non-market vesting conditions are included in assumptions about the number of options over ordinary shares that are expected to become exercisable on vesting date.

At each reporting date, the Group revises its estimates of the number of options over ordinary shares that are expected to become exercisable on vesting date. It recognises the impact of the revision of original estimates, if any, in profit or loss and a corresponding adjustment to equity over the remaining vesting period. The equity amount is recognised in the share option reserve until the options over ordinary shares are exercised, upon which it will be transferred to share premium, or until the options over ordinary shares expire, upon which it will be transferred directly to retained earnings.

The proceeds received net of any directly attributable transaction costs are credited to share capital (nominal value) and share premium when the options over ordinary shares are exercised.

2.20 Contingent liabilities and contingent assets

The Group and Company do not recognise a contingent liability but discloses its existence in the financial statements. A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the occurrence or non-occurrence of one or more uncertain future events beyond the control of the Group and Company or a present obligation that is not recognised because it is not probable that an outflow of resources will be required to settle the obligation. A contingent liability also arises in the extremely rare circumstance where there is a liability that cannot be recognised because it cannot be measured reliably.

A contingent asset is a possible asset that arises from past events whose existence will be confirmed by the occurrence or non-occurrence of one or more uncertain future events beyond the control of the Group and Company. The Group and Company do not recognise a contingent asset but discloses its existence where inflows of economic benefits are probable, but not virtually certain.

UNITED MALAYAN LAND BHD (4131-M) 116 NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010

2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

2.21 Revenue recognition

Revenue comprises the fair value of the consideration received or receivable, net of discounts and after eliminating sales within the Group.

The Group and Company recognise revenue when the amount of revenue can be reliably measured and it is probable that future economic benefits will flow to the Group and Company and specific criteria have been met for each of the Group’s and Company’s activities as described below. The amount of revenue is not considered to be reliably measurable until all contingencies relating to the sale have been resolved. The Group and Company base its estimates on historical results, taking into consideration the type of customer, the type of transaction and the specifics of each arrangement.

(i) Revenue from property development

Revenue from sale of development properties is recognised net of discounts, based on the stage of completion method. The stage of completion is measured by reference to the physical proportion of work completed as a percentage of total physical work of the project as certified by duly appointed consultants.

Revenue from sale of completed properties is recognised net of discounts, in accordance with the terms of the sale and purchase agreements. The sales consideration of completed properties under instalment schemes are recorded at their fair value, which is determined by discounting all future receipts using an imputed rate of interest. The difference between the fair value and the nominal value of the sales consideration is recognised as interest income and recognised in profit or loss on a time proportion basis that takes into account the effective yield on the receivables arising from the sale of completed properties under the instalment schemes over the term of the instalment period.

(ii) Interest income

Interest income is recognised on time proportion basis, taking into account the principal outstanding and the effective rate over the period of maturity, when it is determined that such income will accrue to the Group and Company.

Interest on overdue amounts receivable from house buyers is recognised in profit or loss as it accrues. Impairment is provided when the collectibility of this interest is in doubt.

(iii) Rental income

Rental income from land lease, quarry lease, investment properties and properties are recognised on a straight line basis over the term of the lease. The aggregate costs of incentives provided to lessees are recognised as a reduction of rental income over the lease term on a straight line basis.

(iv) Dividend income

Gross dividends from investments is recognised in profit or loss when the Group’s and Company’s right to receive payment is established.

(v) Management fees

Management fees and project management fees are recognised when services are rendered.

UNITED MALAYAN LAND BHD (4131-M) 117

2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

2.22 Financial instruments

(i) Financial assets

Financial assets are recognised in the statement of financial position when, and only when, the Group and Company become a party to the contractual provisions of the contractual instrument.

When financial assets are recognised initially, they are measured at fair value, plus, in the case of financial assets not at fair value through profit or loss, transaction costs that are directly attributable to the acquisition or issue of the financial assets.

A financial asset is derecognised where the contractual right to receive cash flows from the asset has expired. On derecognition of a financial asset in its entirety, the difference between the carrying amount and the sum of the consideration received and any cumulative gain or loss that had been recognised in other comprehensive income is recognised in profit or loss.

The Group and Company determine the classification of their financial assets at initial recognition, and the categories include financial assets at fair value through profit or loss, loans and receivables, held-to- maturity investments and available-for-sale financial assets.

(a) Financial assets at fair value through profit or loss

Financial assets are classified as financial assets at fair value through profit or loss if they are held for trading or are designated as such upon initial recognition. Financial assets held for trading are derivatives (including separated embedded derivatives) or financial assets acquired principally for the purpose of selling in the near term.

Subsequent to initial recognition, financial assets at fair value through profit or loss are measured at fair value. Any gains or losses arising from changes in fair value are recognised in profit or loss. Net gains or net losses on financial assets at fair value through profit or loss do not include exchange differences, interest and dividend income. Exchange differences, interest and dividend income on financial assets at fair value through profit or loss are recognised separately in profit or loss as part of other losses or other income.

Financial assets at fair value through profit or loss could be presented as current or non-current. Financial assets that are held primarily for trading purposes are presented as current whereas financial assets that are not held primarily for trading purposes are presented as current or non- current based on the settlement date.

(b) Loans and receivables

Financial assets with fixed or determinable payments that are not quoted in an active market are classified as loans and receivables.

Subsequent to initial recognition, loans and receivables are measured at amortised cost using the effective interest method. Gains and losses are recognised in profit or loss when the loans and receivables are derecognised or impaired, and through the amortisation process.

Loans and receivables are classified as current assets, except for maturities later than 12 months after the reporting date which are classified as non-current assets.

UNITED MALAYAN LAND BHD (4131-M) 118 NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010

2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

2.22 Financial instruments (continued)

(i) Financial assets (continued)

(c) Held-to-maturity financial assets

Financial assets with fixed or determinable payments and fixed maturity are classified as held- to-maturity when the Group and Company have the positive intention and ability to hold the financial assets to maturity. If the Group and Company were to sell other than an insignificant amount of held-to-maturity financial assets, the whole category would be tainted and reclassified as available-for-sale financial assets.

Subsequent to initial recognition, held-to-maturity financial assets are measured at amortised cost using the effective interest method. Gains and losses are recognised in profit or loss when the held-to-maturity investments are derecognised or impaired, and through the amortisation process.

Held-to-maturity financial assets are classified as non-current assets, except for maturities within 12 months after the reporting date which are classified as current assets.

(d) Available-for-sale financial assets

Available-for-sale financial assets are financial assets that are designated as available for sale or are not classified in any of the other categories.

After initial recognition, available-for-sale financial assets are measured at fair value. Any gains or losses from changes in fair value of the financial assets are recognised in other comprehensive income, except that impairment losses, foreign exchange gains and losses on monetary instruments and interest calculated using the effective interest method are recognised in profit or loss. The cumulative gain or loss previously recognised in other comprehensive income is reclassified from equity to profit or loss as a reclassification adjustment when the financial asset is derecognised. Interest income calculated using the effective interest method is recognised in profit or loss. Dividends on an available-for-sale equity instrument are recognised in profit or loss when the Group’s and Company’s right to receive payment is established.

Investments in equity instruments whose fair values cannot be reliably measured are measured at cost less impairment loss.

Available-for-sale financial assets are classified as non-current assets unless they are expected to be realised within 12 months after the reporting date.

(ii) Financial liabilities

Financial liabilities are classified according to the substance of the contractual arrangements entered into and the definitions of a financial liability.

Financial liabilities are recognised in the statement of financial position when, and only when, the Group and Company become a party to the contractual provisions of the financial instrument. Financial liabilities are classified as either financial liabilities at fair value through profit or loss or other financial liabilities.

UNITED MALAYAN LAND BHD (4131-M) 119

2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

2.22 Financial instruments (continued)

(ii) Financial liabilities (continued)

(a) Financial liabilities at fair value through profit or loss

Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities designated upon initial recognition as at fair value through profit or loss.

Financial liabilities held for trading include derivatives entered into by the Group and Company that do not meet the hedge accounting criteria. Derivative liabilities are initially measured at fair value and subsequently stated at fair value, with any resultant gains or losses recognised in profit or loss. Net gains or losses on derivatives include exchange differences.

The Group and Company have not designated any financial liabilities at fair value through profit or loss.

(b) Other financial liabilities

The Group’s and Company’s other financial liabilities include trade payables, other payables and loans and borrowings.

Trade and other payables are recognised initially at fair value plus directly attributable transaction costs and subsequently at amortised cost using the effective interest method.

Loans and borrowings are recognised initially at fair value, net of transaction costs incurred, and subsequently measured at amortised cost using the effective interest method. Borrowings are classified as current liabilities unless the Group and Company have an unconditional right to defer settlement of the liability for at least 12 months after the reporting date.

For other financial liabilities, gains and losses are recognised in profit or loss when the liabilities are derecognised, and through the amortisation process.

A financial liability is derecognised when the obligation under the liability is extinguished. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as a derecognition of the original liability and the recognition of a new liability, and the difference in the respective carrying amounts is recognised in profit or loss.

(iii) Offsetting financial instruments

Financial assets and liabilities are offset and the net amount presented in the statement of financial position when there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis, or realise the asset and settle the liability simultaneously.

UNITED MALAYAN LAND BHD (4131-M) 120 NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010

2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

2.23 Segment reporting

For management purposes, the Group is organised into operating segments based on the reports reviewed by the Directors and Group Chief Executive Officer that are used to make strategic decisions. An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Group’s other components.

An operating segment’s operating results are reviewed regularly by the chief operating decision maker, which is the Group Chief Executive Officer, to make decisions about resources to be allocated to the segment and to assess its performance, and for which discrete financial information is available.

3 SIGNIFICANT ACCOUNTING ESTIMATES AND JUDGMENTS

Estimates and judgments are continually evaluated by the Directors and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

Critical accounting estimates and assumptions

The Group and Company make estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, rarely equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are outlined below.

(i) Revenue recognition

Revenue from sale of development properties is recognised net of discounts, based on the stage of completion method. The stage of completion is measured by reference to the physical proportion of work completed as a stage of total physical work of the project as certified by duly appointed consultants.

Significant judgment is required in determining the stage of completion, the extent of the property development costs incurred, the estimated total property development costs to be incurred (including future common infrastructure costs) and the estimated proportion of the common infrastructure costs to be allocated to development properties. In making this judgment, the Group relies on past experience and the work of specialists.

(ii) Deferred tax assets

Deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which the deductible temporary differences or unused tax losses can be utilised. Management judgment is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and level of future taxable profits.

Critical judgements in applying accounting policies

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

UNITED MALAYAN LAND BHD (4131-M) 121

4 FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

The Group and Company are exposed to various financial risks including interest rate risk, credit risk and liquidity risk in the normal course of business. The Group’s and Company’s overall financial risk management objective is to ensure that the Group and Company create value for its shareholders. The Group and Company focus on the unpredictability of financial markets and seeks to minimise potential adverse effects on the financial performance of the Group and Company. Financial risk management is carried out through risks review and internal control systems. The Board of Directors regularly reviews these risks to ensure that the Group’s and Company’s financial risk management policies are adhered to.

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of the Group’s and Company’s financial instruments will fluctuate because of changes in market interest rates. The Group’s and Company’s exposure to interest rate risk arises principally from their loans and borrowings.

The Group’s and Company’s income and operating cash flows are substantially independent of changes in market interest rates. Interest rate exposure arises from the Group’s and Company’s floating rates borrowings are managed through the use of mix of fixed and floating rates debts. The Group and Company actively monitor their borrowings to ensure that the Group and Company will benefit most from the operating environment.

Credit risk

Credit risk is the risk of a financial loss that may arise on outstanding financial instrument should a counterparty default on its obligation. The Group’s and Company’s exposure to credit risk arises principally from its receivables from customers and deposits with licensed banks.

Credit risk with respect to trade receivables, mainly arising from sale of properties, is limited as the properties are sold to purchasers using financing from reputable end-financiers, and the ownership and rights to the properties revert to the Group in the event of default. The Group does not have any significant exposure to any individual customer or counterparty nor does the Group has any major concentration of credit risk related to any financial instruments. Management has taken reasonable steps to ensure that receivables that are neither past due nor impaired are stated at their realisable value. Trade receivables are monitored on an on-going basis via the Group’s management reporting procedures.

The Group’s historical experience in collection of trade receivables falls within the recorded allowances. Due to these factors, management believes that no additional credit risk beyond amounts provided for collection losses is inherent in the Group’s trade receivables. At the reporting date, the Group’s maximum exposure of credit risk arising from receivables is represented by their carrying amounts in the statement of financial position.

Credit risk in relation to deposits with licensed banks are limited as the deposits are placed with credit worthy financial institutions. The Group and Company consider the risk of material loss in the event of non-performance by a financial counterparty to be unlikely.

The Company’s exposure to credit risk arises principally from loans and advances to subsidiary companies and joint venture entities. The Company provides unsecured loans and advances to its subsidiary companies and joint venture entities and monitors the results of these subsidiary companies and joint venture entities regularly. At the reporting date, the Company’s maximum exposure of credit risk is represented by their carrying amounts in the statement of financial position.

UNITED MALAYAN LAND BHD (4131-M) 122 NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010

4 FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (continued)

Liquidity risk

Liquidity risk is the risk that the Group and Company will encounter difficulty in meeting financial obligations due to shortage of funds. The Group’s and Company’s exposure to liquidity risk arises principally from the various payables, loans and borrowings.

Prudent liquidity risk management implies maintaining sufficient cash and the availability of funding through an adequate amount of committed credit facilities to meet its liabilities when they fall due. The Group’s and Company’s objective is to maintain a balance between continuity of funding and flexibility through keeping committed credit lines available.

The table below analyses the financial liabilities of the Group and Company into relevant maturity groupings based on the remaining period from the reporting date to the contractual maturity date. The amounts disclosed are the contractual undiscounted cash flows.

< 1 year 1 – 2 years 2 – 5 years > 5 years RM’000 RM’000 RM’000 RM’000

As at 31 December 2010

Group Trade and other payables 71,902 4,887 3,018 240 Borrowings 62,902 56,935 13,748 - Company Trade and other payables 35,210--- Borrowings 21,229 41,350 - -

5 REVENUE

2010 2009 RM’000 RM’000

Group

Revenue from property development 311,813 205,877 Interest income 679 326 Land lease rental income 55 46 Provision of management services 200 - Quarry lease rental income 557 416 Rental income from investment properties 3,616 1,126 Rental income from properties - 715 316,920 208,506

Company

Dividend income from subsidiary companies 98,972 65,695 Interest income 12,795 6,755 Provision of management services 6,157 7, 6 45 117,924 80,095

UNITED MALAYAN LAND BHD (4131-M) 123

6 EMPLOYEE BENEFITS EXPENSES .5 Group Company 2010 2009 2010 2009 RM’000 RM’000 RM’000 RM’000

Wages, salaries and bonus 16,950 15,310 6,264 5,585 Defined contribution retirement plan 2,471 1,866 860 630 Other employee benefits 1,398 833 372 299 20,819 18,009 7,496 6,514

Employee benefits expenses include the remuneration of an Executive Director.

At the end of the financial year, there were 276 (2009: 261) employees in the Group and 61 (2009: 56) employees in the Company.

7 KEY MANAGEMENT PERSONNEL COMPENSATION

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

Group Company 2010 2009 2010 2009 RM’000 RM’000 RM’000 RM’000

Directors

Executive Director: - fees 40 40 40 40 - basic salaries and bonus 655 373 655 373 - defined contribution retirement plan 98 48 98 48 - other emoluments 24 16 24 16 817 477 817 477

Non-Executive Directors: - fees 403 375 403 375 - other emoluments 93 94 93 94 496 469 496 469 1,313 946 1,313 946 Other key management personnel - short term employee benefits 1,032 1,142 1,032 1,142 - defined contribution retirement plan 154 148 154 148 1,186 1,290 1,186 1,290 2,499 2,236 2,499 2,236

Estimated monetary value of Directors’ benefits-in-kind - Executive 35 35 35 35 - Non-Executive 52 60 52 60 87 95 87 95

Other key management personnel comprise persons other than the Directors of the Group entities, having authority and responsibility for planning, directing and controlling the activities of the Group entities either directly or indirectly.

UNITED MALAYAN LAND BHD (4131-M) 124 NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010

8 FINANCE COSTS

Group Company 2010 2009 2010 2009 RM’000 RM’000 RM’000 RM’000

Interest expense on: - revolving credit 943 1,018 918 1,011 - bank overdrafts 141 389 - 30 - term loan 4,104 5,527 2,956 3,778 - bridging loan 1,382 1,653 - - - finance lease 19 31 19 31 - advances from subsidiary companies - - 828 56 - others 528 - - - 7,117 8,618 4,721 4,906

9 PROFIT BEFORE TAX

The following amounts have been (credited)/charged in arriving at profit before tax:

Group Company 2010 2009 2010 2009 RM’000 RM’000 RM’000 RM’000

Interest (income) from/reversal of: - short term deposits (939) (740) (75) (64) - advances to jointly controlled entities (604) (263) (1,209) (525) - advances to subsidiary companies - - (11,511) (6,166) - amounts overdue from purchasers 1,651 956 - - - others (1,409) (634) - - Gain on disposal of property, plant and equipment (5) (36,459) - - Rental income from properties (1,820) (3,587) - - Direct operating expenses of investment properties: - revenue generating properties 1,077 744 - - - non-revenue generating properties 285 379 - - Auditors' remuneration Statutory audit 202 181 50 42 Non statutory audit fees: - tax advisory and compliance work 58 68 10 16 - other regulatory work 69 23 17 13 Bad debts written off 23 - - - Guaranteed lease rental 1,216 1,662 - - Loss on disposal of property, plant and equipment - 99 - 99 Property, plant and equipment written off 8 1 - - Provision for interest costs 7,025 - - - Write-down of completed properties - 539 - -

UNITED MALAYAN LAND BHD (4131-M) 125

10 INCOME TAX EXPENSE

Group Company 2010 2009 2010 2009 RM’000 RM’000 RM’000 RM’000

Current tax: - Malaysian tax 18,638 6,536 12,925 13,363 Deferred tax (Note 19) (2,037) (1,087) (163) 227 16,601 5,449 12,762 13,590

Current tax Current financial year 18,998 8,027 13,242 13,935 Overaccrual in prior financial years (net) (360) (1,491) (317) (572) 18,638 6,536 12,925 13,363

Deferred tax Origination and reversal of temporary differences (2,253) (1,537) (332) 227 Underaccrual in prior financial years (net) 216 450 169 - (2,037) (1,087) (163) 227 16,601 5,449 12,762 13,590

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

Group Company 2010 2009 2010 2009 %%%%

Malaysian tax rate 25 25 25 25 Tax effects of: - expenses not deductible for tax purposes 3 4 2 2 - income not subject to tax (5) (15) (14) (3) - current year’s tax loss not recognised 1 1 - - - lower tax rate resulting from restatement of land costs for tax purposes (3) (5) - - - utilisation of previously unrecognised tax losses (1) (1) - - - group tax relief - - - (1) - overaccrual of current tax in prior financial years - (2) - (1) - underaccrual of deferred tax in prior financial years - 1 - - - others 2 1 - - Average effective tax rate 22 9 13 22

Included in tax expense of the Group are tax savings from utilisation of current financial year’s tax losses of a subsidiary company amounting to RM903,000 (2009: RM1,133,000).

UNITED MALAYAN LAND BHD (4131-M) 126 NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010

11 EARNINGS AND NET ASSETS PER SHARE

(a) Earnings per share (“EPS”)

Basic EPS

Basic EPS of the Group is calculated by dividing the profit attributable to owners of the Company for the financial year by the weighted average number of ordinary shares in issue during the financial year, excluding ordinary shares acquired by the Company and held as treasury shares.

2010 2009 RM’000 RM’000 Profit attributable to owners of the Company for the financial year (RM’000) 51,570 55,035

Weighted average number of ordinary shares in issue (‘000) 241,303 241,303

Basic EPS (sen) 21.37 22.81

Diluted EPS

For the diluted EPS calculation, the weighted average number of ordinary shares in issue is adjusted to assume conversion of all dilutive potential ordinary shares. The Group does not have any dilutive potential ordinary shares.

(b) Net assets per share attributable to owners of the Company

The net assets per share attributable to owners of the Company as at financial year end is RM3.64 (2009: RM3.56). The net assets per share attributable to owners of the Company is calculated by dividing the equity attributable to owners of the Company of RM878,530,025 (2009: RM857,849,748) at the end of the financial year by the issued share capital of 241,303,433 shares, (which is net of 401,800 treasury shares) (2009: 241,303,433 shares, (which is net of 401,800 treasury shares)) of the Company at the end of the financial year.

UNITED MALAYAN LAND BHD (4131-M) 127

12 DIVIDEND PER SHARE

2010 2009 Gross Gross dividend Amount of dividend Amount of per share net dividend per share net dividend Sen RM’000 Sen RM’000

Recognised during the financial year:

Final dividend for 2008, less income tax of 25% --2.50 4,525 Final dividend for 2009, less income tax of 25% 4.06 7,348 -- Final dividend for 2009, tax exempt 0.70 1,689 -- Interim dividends for 2009, less income tax of 25% --5.00 9,049 Interim dividend for 2010, tax-exempt 2.50 6,032 --

7.26 15,069 7.5 0 13, 574

Proposed but not recognised as a liability as at 31 December:

Final dividend for 2009, less income tax of 25% --4.06 7,348 Final dividend for 2009, tax-exempt --0.70 1,689 Final dividend for 2010, less income tax of 25% 0.60 1,086 -- Final dividend for 2010, single-tier 4.55 10,979 --

5.15 12,065 4.76 9,037

At the forthcoming Annual General Meeting (“AGM”), a final dividend of 0.60 sen gross per ordinary share, less income tax of 25% and 4.55 sen per ordinary share, single-tier (2009: 4.06 sen gross per ordinary share, less income tax of 25% and 0.70 sen gross per ordinary share, tax-exempt) on 241,303,433 ordinary shares (which is net of 401,800 treasury shares) in respect of the financial year ended 31 December 2010 will be proposed for shareholders’ approval. This final net dividend amounts to RM12,065,172.

The financial statements for the current financial year do not reflect this proposed final dividend. This proposed final dividend will be accounted for in equity as an appropriation of retained earnings in the financial year ending 31 December 2011, only after it has been approved by the shareholders at the forthcoming AGM.

UNITED MALAYAN LAND BHD (4131-M) 128 NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010

13 PROPERTY, PLANT AND EQUIPMENT

As at Disposals/ As at 1.1.2010 Additions write-off Transfers 31.12.2010 RM’000 RM’000 RM’000 RM’000 RM’000

Group

2010

Cost/Valuation Freehold land 276,797 - - - 276,797 Buildings 583 6,675 - 868 8,126 Building under construction 868 - - (868) - Furniture, fittings and equipment 7,249 321 (95) - 7,475 Motor vehicles 2,810 168 - - 2,978 Stable and equestrian equipment 56 - - - 56 288,363 7,164 (95) - 295,432

Charge for As at the financial Disposals/ As at 1.1.2010 year write-off Transfers 31.12.2010 RM’000 RM’000 RM’000 RM’000 RM’000

Accumulated depreciation Freehold land ----- Buildings 64406--470 Building under construction ----- Furniture, fittings and equipment 6,373 466 (87) - 6,752 Motor vehicles 1,480 267 - - 1,747 Stable and equestrian equipment 56 - - - 56 7,973 1,139 (87) - 9,025

UNITED MALAYAN LAND BHD (4131-M) 129

13 PROPERTY, PLANT AND EQUIPMENT (continued)

As at Disposals/ As at 1.1.2009 Additions write-off Transfers 31.12.2009 RM’000 RM’000 RM’000 RM’000 RM’000

Group

2009

Cost/Valuation Freehold land 320,737 1,183 (36,200) (8,923) 276,797 Buildings 11,868 - (8,034) (3,251) 583 Building under construction - 868 - - 868 Furniture, fittings and equipment 7,915 221 (887) - 7,249 Motor vehicles 3,123 142 (455) - 2,810 Stable and equestrian equipment 97 - (41) - 56 343,740 2,414 (45,617) (12,174) 288,363

Charge for As at the financial Disposals/ As at 1.1.2009 year write-off Transfers 31.12.2009 RM’000 RM’000 RM’000 RM’000 RM’000

Accumulated depreciation Freehold land ----- Buildings 6,682 110 (4,977) (1,751) 64 Building under construction - - - - - Furniture, fittings and equipment 6,638 560 (825) - 6,373 Motor vehicles 1,413 321 (254) - 1,480 Stable and equestrian equipment 97 - (41) - 56 14,830 991 (6,097) (1,751) 7,973

As at As at 31.12.2010 31.12.2009 RM’000 RM’000

Net carrying amounts Freehold land 276,797 276,797 Buildings 7,656 519 Building under construction - 868 Furniture, fittings and equipment 723 876 Motor vehicles 1,231 1,330 Stable and equestrian equipment - - 286,407 280,390

UNITED MALAYAN LAND BHD (4131-M) 130 NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010

13 PROPERTY, PLANT AND EQUIPMENT (continued)

The net carrying amounts of freehold land and buildings transferred during the financial year are as follows:

2010 2009 RM’000 RM’000

Freehold land Transfer to investment properties (Note 14) - (5,816) Transfer to land held for property development (Note 18) - (2,211) Transfer to property development costs (Note 21) - (896) - (8,923)

Buildings Transfer to investment properties (Note 14) - (1,500) - (10,423)

w As at As at 1.1.2010 Additions Write-off 31.12.2010 RM’000 RM’000 RM’000 RM’000

Company

2010

Cost Furniture, fittings and equipment 1,469 37 (29) 1,477 Motor vehicles 2,129 - - 2,129 3,598 37 (29) 3,606

Charge for As at the financial As at 1.1.2010 year Write-off 31.12.2010 RM’000 RM’000 RM’000 RM’000

Accumulated depreciation Furniture, fittings and equipment 1,215 131 (29) 1,317 Motor vehicles 951 225 - 1,176 2,166 356 (29) 2,493

As at As at 1.1.2009 Additions Disposal 31.12.2009 RM’000 RM’000 RM’000 RM’000

2009

Cost Furniture, fittings and equipment 1,424 45 - 1,469 Motor vehicles 2,584 - (455) 2,129 4,008 45 (455) 3,598

UNITED MALAYAN LAND BHD (4131-M) 131

13 PROPERTY, PLANT AND EQUIPMENT (continued)

Charge for As at the financial As at 1.1.2009 year Disposal 31.12.2009 RM’000 RM’000 RM’000 RM’000

Company

2009

Accumulated depreciation Furniture, fittings and equipment 1,049 166 - 1,215 Motor vehicles 932 273 (254) 951 1,981 439 (254) 2,166

As at As at 31.12.2010 31.12.2009 RM’000 RM’000

Net carrying amounts Furniture, fittings and equipment 160 254 Motor vehicles 953 1,178 1,113 1,432

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

A certain portion of the freehold land of the Group was revalued again by the Directors in 1996 based on a valuation carried out by an independent firm of professional valuers using the open market valuation basis. The carrying amount of freehold land was adjusted to reflect the revaluation and the revaluation surplus arising thereof was credited to revaluation reserves.

Group 2010 2009 RM’000 RM’000

The freehold land consists of the following:

At cost or valuation Land, at 1990 valuation 17,201 17, 201 Land, at 1996 valuation 254,898 254,898 Development expenditures, at cost 4,698 4,698 276,797 276,797

UNITED MALAYAN LAND BHD (4131-M) 132 NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010

13 PROPERTY, PLANT AND EQUIPMENT (continued)

If the freehold land had been determined in accordance with the historical cost convention, the cost of the freehold land for the Group is RM12,431,889 (2009: RM12,431,889).

The net carrying amount of property, plant and equipment pledged as security for borrowings are as follows:

Group Company 2010 2009 2010 2009 RM’000 RM’000 RM’000 RM’000

Freehold land 1,240 1,240 - - Building 7,166 - - - Building under construction - 868 - - Motor vehicles 570 759 570 759

Total (Note 27) 8,976 2,867 570 759

14 INVESTMENT PROPERTIES

Group 2010 2009 RM’000 RM’000

At beginning of the financial year 56,853 17, 25 8 Transfer from property, plant and equipment (Note 13) - 7, 316 Transfer from completed properties - 26,183 Transfer from property development costs (Note 21) - 6,361 Additional costs incurred 3 227 Depreciation (559) (492)

At end of the financial year 56,297 56,853

Cost 61,812 61,809 Accumulated depreciation (5,515) (4,956)

Net carrying amount 56,297 56,853

The fair value of the properties was estimated at RM106,127,000 (2009: RM106,127,000) based on valuation by independent professionally qualified valuers and internal valuation. Valuations were based on current prices in an active market for all properties.

Investment properties with carrying amount of RM6,823,754 (2009: RM6,823,754) have been pledged as security for borrowings (Note 27).

UNITED MALAYAN LAND BHD (4131-M) 133

15 INVESTMENTS IN SUBSIDIARY COMPANIES

Company 2010 2009 RM’000 RM’000

Unquoted shares, at cost 545,892 534,792 Amounts due from subsidiary companies 1,148 -

547,040 534,792

Less: Allowance for impairment (86) -

546,954 534,792

Details of the subsidiary companies, all of which were incorporated in Malaysia, are as follows:

Group’s effective interest Name of company Principal activities 2010 2009 %%

@ Seri Alam Properties Sdn Bhd Property development 100 100

* UM Leisure Sdn Bhd General trading 100 100 UM Land Assets Sdn Bhd Property investment 100 100

UM Land Bena Sdn Bhd Property development and related activities 100 100

Country Equity Sdn Bhd Investment holding 100 100

UM Development Sdn Bhd Property development and related activities 100 100

UM Residences Sdn Bhd Development of serviced apartments 100 100

Suasana Sentral Two Sdn Bhd Property development and related activities 70 70

Dynasty View Sdn Bhd Property development and related activities 100 100

Exquisite Skyline Sdn Bhd Property development and related activities 100 71

Exquisite Mode Sdn Bhd Property development and related activities 100 100

* Clear Dynamic Sdn Bhd Property development and related activities 100 100 Extreme Consolidated Sdn Bhd Property development and related activities 51 51

Bangi Heights Development Sdn Bhd Property development and property investment 70 70

UNITED MALAYAN LAND BHD (4131-M) 134 NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010

15 INVESTMENTS IN SUBSIDIARY COMPANIES (continued)

Group’s effective interest Name of company Principal activities 2010 2009 %%

Subsidiary companies of Seri Alam Properties Sdn Bhd

* PMS Services Sdn Bhd Project management 100 100 * Seri Alam Hotel Resort Sdn Bhd General trading 100 100 Seri Alam Leisure Sdn Bhd Investment holding 100 100

Subsidiary company of Seri Alam Leisure Sdn Bhd

Seri Alam Golf & Operation of a recreational club and Equestrian Club Sdn Bhd related activities, including leasing of the grounds and related activities 100 100

Subsidiary company of UM Land Assets Sdn Bhd

Ipjora Holdings Sdn Bhd Developing, building, owning and operating serviced apartments 100 100

@ Subsidiary company consolidated using the merger method of accounting.

* These subsidiary companies have not commenced operations.

Acquisition of non-controlling interest

On 3 September 2010, the Company acquired the remaining 29% equity interest not previously held in Exquisite Skyline Sdn Bhd (“ESSB”) from its non-controlling interest for a cash consideration of RM16.0 million. As a result of the acquisition, ESSB became a wholly-owned subsidiary company of the Company. The difference between the consideration and the carrying amount of the interest acquired of RM16.0 million is recognised as a decrease in retained earnings.

Pursuant to the shares sale agreement, the Company paid cash consideration of RM12.0 million during the financial year and the balance of RM4.0 million remains payable and is included in trade and other payables (Note 26).

UNITED MALAYAN LAND BHD (4131-M) 135

16 INVESTMENTS IN JOINTLY CONTROLLED ENTITIES

2010 2009 RM’000 RM’000

Group Share of net assets of jointly controlled entities 31,041 20,502

Company Unquoted shares, at cost 30,000 20,000

The summarised financial information of the jointly controlled entities is as follows:

2010 2009 RM’000 RM’000

Results Revenue 7,961 7,85 8 Profit after tax 1,066 2,307

Assets and liabilities Non-current assets 268 195 Current assets 175,312 140,587 Current liabilities (38,510) (24,775) Non-current liabilities (75,013) (75,015)

Net assets 62,057 40,992

Details of the jointly controlled entities, which were incorporated in Malaysia, are as follows:

Group’s effective interest Name of company Principal activities 2010 2009 %%

Alpine Return Sdn Bhd Property development and related activities 50 50

^ Nusajaya Consolidated Sdn Bhd Property development and related activities 50 50

SSBC Sdn Bhd Letting and marketing Somerset Seri Bukit Ceylon serviced residences 50.533 50.533

^ During the financial year, this jointly controlled entity issued 5,999,996 ordinary shares of RM1 each and 140,000 redeemable preference shares of RM100 each. Accordingly, the Company’s investment in the jointly controlled entity is increased from RM2 to RM10,000,000.

UNITED MALAYAN LAND BHD (4131-M) 136 NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010

17 AVAILABLE-FOR-SALE FINANCIAL ASSETS

Group Company 2010 2009 2010 2009 RM’000 RM’000 RM’000 RM’000

Unquoted subordinated bonds, at cost 6,000 6,000 6,000 6,000 Less: Accumulated impairment loss (6,000) (6,000) (6,000) (6,000)

- - - -

The unquoted subordinated bonds are measured at cost, less impairment loss as the range of reasonable fair value estimates is significantly wide and the possibilities of the various estimates cannot be reasonably assessed.

18 LAND HELD FOR PROPERTY DEVELOPMENT

Group 2010 2009 RM’000 RM’000

At beginning of the financial year 194,700 172,974 Transfer from property, plant and equipment (Note 13) - 2,211 Transfer (to)/from property development costs (Note 21) (13,562) 19,515 Disposed during the financial year (9,000) -

At end of the financial year 172,138 194,700

Land held for property development with carrying amount of RM129,810,638 (2009: RM141,937,472) have been pledged as security for borrowings (Note 27).

19 DEFERRED TAX

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when the deferred taxes relate to the same tax authority. The following amounts, determined after appropriate offsetting, are shown in the statements of financial position:

Group Company 2010 2009 2010 2009 RM’000 RM’000 RM’000 RM’000

Deferred tax assets: - subject to income tax 10,137 8,378 306 143 - subject to real property gains tax (“RPGT”) 9,167 9,274 - -

19,304 17, 652 306 143 Deferred tax liabilities: - subject to income tax (10,486) (10,871) - -

8,818 6,781 306 143

UNITED MALAYAN LAND BHD (4131-M) 137

19 DEFERRED TAX (continued)

Group Company 2010 2009 2010 2009 RM’000 RM’000 RM’000 RM’000

At beginning of the financial year: 6,781 5,694 143 370

Credited/(charged) to profit or loss (Note 10): - property, plant and equipment (36) (1) 9 19 - land held for property development - 179 - - - property development costs 291 (424) - - - interest capitalised 1,974 1,853 - - - receivables 306 (654) 214 (214) - payables (140) 10 (60) (32) - tax losses (358) 124 - - 2,037 1,087 163 (227) At end of the financial year 8,818 6,781 306 143

Subject to income tax:

Deferred tax assets (before offsetting): - property, plant and equipment 19 39 - - - interest capitalised 8,956 6,982 - - - receivables 448 356 74 74 - payables 663 752 280 340 - tax losses 720 1,078 - - 10,806 9,207 354 414 Offsetting (669) (829) (48) (271) Deferred tax assets (after offsetting) 10,137 8,378 306 143

Deferred tax liabilities (before offsetting): - property, plant and equipment (110) (94) (48) (57) - land held for property development (9,126) (9,126) - - - property development costs (1,794) (2,192) - - - interest capitalised (74) (74) - - - receivables - (214) - (214) - payables (51) - - - (11,155) (11,700) (48) (271) Offsetting 669 829 48 271 Deferred tax liabilities (after offsetting) (10,486) (10,871) - -

Subject to RPGT:

Deferred tax assets: - property development costs 9,167 9,274 - -

UNITED MALAYAN LAND BHD (4131-M) 138 NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010

19 DEFERRED TAX (continued)

The amount of unused tax losses (with no expiry date) for which no deferred tax asset is recognised is as follows:

Group Company 2010 2009 2010 2009 RM’000 RM’000 RM’000 RM’000

Tax losses 97,796 100,046 - -

20 COMPLETED PROPERTIES

Completed properties with carrying amount of RM26,508,841 (2009: RM27,671,525) have been pledged as security for borrowings (Note 27).

21 PROPERTY DEVELOPMENT COSTS

Group 2010 2009 RM’000 RM’000

At beginning of the financial year Freehold land - at cost 98,568 103,616 - at valuation 28,558 52,386 Development costs incurred 327,833 306,399 Accumulated costs recognised in profit or loss (111,768) (70,251)

343,191 392,150

Costs incurred during the financial year Development costs incurred 180,194 103,682 Transfer from property, plant and equipment (Note 13) - 896 Transfer to investment properties (Note 14) - (6,361) Transfer from/(to) land held for property development (Note 18) 13,562 (19,515) Transfer to completed properties (19,712) (22,766) Accumulated costs recognised in profit or loss (166,578) (104,895)

7,466 (48,959)

At end of the financial year Freehold land - at cost 103,275 98,568 - at valuation 29,665 28,558 Development costs incurred 443,869 327,833 Accumulated costs recognised in profit or loss (226,152) (111,768)

350,657 343,191

UNITED MALAYAN LAND BHD (4131-M) 139

21 PROPERTY DEVELOPMENT COSTS (continued)

The freehold land at valuation was transferred from “Property, plant and equipment” to “Property development costs” at its carrying amounts. The Directors have applied the transitional provision issued by MASB on adoption of FRS 116 “Property, Plant and Equipment”, which allows these assets to be stated at their 1990 and 1996 valuations. Accordingly, the carrying amounts have not been updated.

Included in the development costs incurred during the financial year is interest capitalised amounting to RM1,399,389 (2009: RM1,738,162).

Property development costs with carrying amount of RM156,860,618 (2009: RM133,418,848) have been pledged as security for borrowings (Note 27).

22 TRADE AND OTHER RECEIVABLES

Group Company 2010 2009 2010 2009 RM’000 RM’000 RM’000 RM’000

Non-current Trade receivables 1,735 862 - - Other receivables 2,612 - - - Amounts due from jointly controlled entities 16,776 - 17,839 -

Trade and other receivables (non-current) 21,123 862 17,839 -

Current

Trade receivables Third parties 40,348 36,811 297 297 Related parties: Persons/companies related to Directors 699 967 - -

41,047 37,778 297 297

Less: Allowance for impairment Third parties (4,655) (7,140) (297) (297) Related parties: Person/company related to Directors (38) (80) - -

(4,693) ( 7, 2 20) (297) (297)

Accrued billings in respect of property development 87,820 56,093 - - Accrued rental income from investment properties 1,928 1,772 - -

89,748 57,8 65 - -

Trade receivables (current) 126,102 88,423 - -

UNITED MALAYAN LAND BHD (4131-M) 140 NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010

22 TRADE AND OTHER RECEIVABLES (continued)

Group Company 2010 2009 2010 2009 RM’000 RM’000 RM’000 RM’000

Current

Other receivables Other receivables 4,707 64,885 55 47 Less: Allowance for impairment (876) (782) - - 3,831 64,103 55 47

Amounts due from related parties: Subsidiary companies - - 197,434 136,792 Jointly controlled entities 371 11,705 - 11,794 Related companies - 6 - 4

371 11,711 197,434 148,590 Deposits 1,859 4,290 247 228 Prepayments 309 462 230 409 2,539 16,463 197,911 149,227

Other receivables (current) 6,370 80,566 197,966 149,274

Trade and other receivables (current) 132,472 168,989 197,966 149,274

Total trade and other receivables (current and non-current) 153,595 169,851 215,805 149,274

(a) Trade receivables

The ageing analysis of the Group’s and Company’s trade receivables is as follows:

Group Company 2010 2010 RM’000 RM’000

Neither past due nor impaired 27,903 -

Past due but not impaired 1 to 30 days 4,452 - 31 to 90 days 2,756 - 91 to 180 days 1,488 - More than 180 days 694 - 9,390 -

Impaired 5,489 297 42,782 297

UNITED MALAYAN LAND BHD (4131-M) 141

22 TRADE AND OTHER RECEIVABLES (continued)

(a) Trade receivables (continued)

Receivables that are neither past due nor impaired

Trade receivables that are neither past due nor impaired are debtors who have obtained financing with reputable banks for their purchases and from past experience, there are minimal cases of default.

Receivables that are past due but not impaired

As at 31 December 2010, trade receivables of the Group of RM9,390,095 was past due but not impaired. These relate to customers for whom there are no recent history of default and are monitored on an on-going basis.

Receivables that are impaired

The Group’s and Company’s trade receivables that are impaired at the reporting date are as follows:

Group Company 2010 2010 RM’000 RM’000

Individually impaired Trade receivables, at nominal amount 5,489 297 Less: Allowance for impairment (4,693) (297) 796 -

Total trade receivables, net Trade receivables, at nominal amount 5,489 297 Less: Allowance for impairment (4,693) (297) 796 -

The movement of the allowance for impairment losses of trade receivables during the financial year are as follows:

Group Company 2010 2009 2010 2009 RM’000 RM’000 RM’000 RM’000

At beginning of the financial year 7,220 10,821 297 297 Impairment losses recognised 1,662 1,305 - - Reversal of impairment losses (4,189) (4,906) - -

At end of the financial year 4,693 7, 2 20 297 297

Trade receivables that are individually determined to be impaired at the reporting date relate to debtors that have defaulted on payments and in financial difficulties.

UNITED MALAYAN LAND BHD (4131-M) 142 NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010

22 TRADE AND OTHER RECEIVABLES (continued)

(b) Related parties balances

(i) Amounts due from related parties (Trade receivables)

All amounts due from related parties are unsecured, non-interest bearing, repayable on demand and are to be settled in cash.

(ii) Amounts due from related parties (Other receivables)

Amounts due from subsidiary companies bear interest ranging from 7.30% to 8.30% (2009: 6.55% to 7.55%) per annum as at financial year end.

Amounts due from jointly controlled entities amounting to RM16,775,599 (2009: RM10,519,474) bear interest of 7.30% (2009: 6.55%) per annum as at financial year end. Other amount due from jointly controlled entities is non-interest bearing.

Other amounts due from related parties are non-interest bearing.

All amounts due from related parties are unsecured, repayable on demand and are to be settled in cash.

23 DEPOSITS, BANK AND CASH BALANCES

Group Company 2010 2009 2010 2009 RM’000 RM’000 RM’000 RM’000

Bank and cash balances 2,686 3,711 278 732 Bank balances under Housing Development Accounts (“HDA”) 56,281 15,874 - - Bank balances under sinking fund 1,397 1,252 - - Fixed deposits 5,286 24,755 48 - Short term money market deposits 6,300 17,350 - 3,000

71,950 62,942 326 3,732

The effective weighted average interest rates of deposits and bank balances as at the reporting dates are as follows:

Group Company 2010 2009 2010 2009 % p.a. % p.a. % p.a. % p.a.

Bank balances 0.02 0.05 0.20 0.28 Bank balances under HDA 1.58 1.00 - - Bank balances under sinking fund 2.00 1.45 - - Fixed deposits 2.61 2.00 2.75 - Short term money market deposits 2.17 1.64 - 1.75

UNITED MALAYAN LAND BHD (4131-M) 143

23 DEPOSITS, BANK AND CASH BALANCES (continued)

Bank balances are deposits held at call with banks.

The fixed deposits of the Group have maturity period of one month (2009: one month to three months). Short term money market deposits are deposits with banks with maturity period of less than one month.

The subsidiary companies' bank balances under Housing Development Accounts are not freely remissible to the Company until the issuance of the Certificate of Fitness for the respective housing developments and with the approval of the Controller of Housing after deducting certain sums of monies as specified in Housing Development (Control and Licensing) Act 1966, Housing Developers (Housing Development Account) (Amendment) Regulations 2002, Regulation 9.

The sinking fund, which is established in accordance with the terms stipulated in the loan agreement, represents deposits with a bank which will be utilised for the repayment of term loan and bridging loan of a subsidiary company.

24 SHARE CAPITAL

Group and Company 2010 2009 RM’000 RM’000

Authorised:

Ordinary shares of RM1.00 each, at beginning and end of the financial year 500,000 500,000

Issued and fully paid:

Ordinary shares of RM1.00 each, at beginning and end of the financial year 241,705 241,705

TREASURY SHARES

In previous financial years, the Company had cumulatively repurchased 401,800 of its issued ordinary shares from the open market on Bursa Malaysia Securities at the average price of RM1.14 per share. These repurchases were financed by internally generated funds. These shares repurchased are being held as treasury shares as allowed under Section 67A of Companies Act, 1965. None of these treasury shares has been sold or cancelled.

As at 31 December 2010, the number of outstanding shares in issue which are fully paid is 241,303,433 (net of 401,800 treasury shares) (2009: 241,303,433 (net of 401,800 treasury shares)) ordinary shares of RM1.00 each.

UNITED MALAYAN LAND BHD (4131-M) 144 NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010

25 RESERVES

Group Company 2010 2009 2010 2009 RM’000 RM’000 RM’000 RM’000

Non-distributable Share premium 63,971 63,971 63,971 63,971 Revaluation reserves 206,219 209,421 - - Merger reserve^ - - 209,375 209,375

270,190 273,392 273,346 273,346 Capital reserves: - Merger deficit# (41,625) (41,625) - - - Capital redemption reserve+ 70 - - -

Treasury shares (Note 24) (463) (463) (463) (463)

228,172 231,304 272,883 272,883

Distributable Retained earnings 299,153 278,142 161,840 87, 616 Revaluation reserves* 109,500 106,698 15,256 15,256

408,653 384,840 177,096 102,872

636,825 616,144 449,979 375,755

^ Merger reserve represents premium on the issue of shares for the acquisition of the entire shares in issue of a subsidiary company in accordance with Section 60(4) of Companies Act, 1965.

# Merger deficit represents the deficit in the fair value of shares issued for the acquisition of the entire equity interest of a subsidiary company against the total value of net assets acquired in accordance with Section 60(4) of Companies Act, 1965.

+ Capital redemption reserve represents the par value of redeemable preference shares of a subsidiary company of which the preference shares were redeemed during the financial year.

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

UNITED MALAYAN LAND BHD (4131-M) 145

26 TRADE AND OTHER PAYABLES

Group Company 2010 2009 2010 2009 RM’000 RM’000 RM’000 RM’000

Non-current Trade payables 6,894 - - - Other payables 138 - - -

7,032 - - -

Current Trade payables 22,461 25,367 - - Trade accruals 29,660 18,619 - - Amounts due to related parties: Subsidiary companies - - 27,684 2,818 Related companies 248 313 3 68 Payroll liabilities 3,483 3,862 1,328 1,434 Other payables and accruals 16,050 10,535 6,195 2,276

71,902 58,696 35,210 6,596

Total trade and other payables (current and non-current) 78,934 58,696 35,210 6,596

Credit terms of trade payables granted to the Group vary from no credit terms to 60 days.

Amounts due to subsidiary companies bear interest of 7.30% (2009: 6.55%) per annum as at financial year end. Amounts due to related companies are non-interest bearing. All amounts due to related parties are unsecured, repayable on demand and are to be settled in cash.

UNITED MALAYAN LAND BHD (4131-M) 146 NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010

27 BORROWINGS

Group Company 2010 2009 2010 2009 RM’000 RM’000 RM’000 RM’000

Non-current

Secured Bridging loan 11,249 24,669 - - Term loan 16,200 16,800 - - Finance lease liabilities 63 292 63 292

27,512 41,761 63 292 Unsecured Term loan 40,000 40,000 40,000 40,000

67,512 81,761 40,063 40,292

Current

Secured Bank overdrafts 6,927 9,550 - - Bridging loan 15,000 15,000 - - Term loan 19,746 37, 216 - - Finance lease liabilities 229 272 229 272

41,902 62,038 229 272 Unsecured Revolving credit 21,000 23,000 21,000 23,000 Term loan - 20,000 - 20,000

62,902 105,038 21,229 43,272

Total

Bank overdrafts 6,927 9,550 - - Revolving credit 21,000 23,000 21,000 23,000 Bridging loan 26,249 39,669 - - Term loan 75,946 114,016 40,000 60,000 Finance lease liabilities 292 564 292 564

130,414 186,799 61,292 83,564

UNITED MALAYAN LAND BHD (4131-M) 147

27 BORROWINGS (continued)

The borrowings are secured by the following:

Group Company 2010 2009 2010 2009 RM’000 RM’000 RM’000 RM’000

Property, plant and equipment (Note 13) 8,976 2,867 570 759 Investment properties (Note 14) 6,824 6,824 - - Land held for property development (Note 18) 129,811 141,937 - - Completed properties (Note 20) 26,509 27, 672 - - Property development costs (Note 21) 156,861 133,419 - -

328,981 312,719 570 759

Total carrying Maturity profile amount < 1 year 1 – 2 years 2 – 5 years RM’000 RM’000 RM’000 RM’000

Group

2010

Bank overdrafts 6,927 6,927 - - Revolving credit 21,000 21,000 - - Bridging loan 26,249 15,000 11,249 - Term loan 75,946 19,746 43,300 12,900 Finance lease liabilities 292 229 63 - 130,414 62,902 54,612 12,900

2009

Bank overdrafts 9,550 9,550 - - Revolving credit 23,000 23,000 - - Bridging loan 39,669 15,000 15,000 9,669 Term loan 114,016 57,216 16,800 40,000 Finance lease liabilities 564 272 229 63

186,799 105,038 32,029 49,732

UNITED MALAYAN LAND BHD (4131-M) 148 NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010

27 BORROWINGS (continued)

Total carrying Maturity profile amount < 1 year 1 – 2 years 2 – 5 years RM’000 RM’000 RM’000 RM’000

Company

2010

Revolving credit 21,000 21,000 - - Term loan 40,000 - 40,000 - Finance lease liabilities 292 229 63 - 61,292 21,229 40,063 -

2009

Revolving credit 23,000 23,000 - - Term loan 60,000 20,000 - 40,000 Finance lease liabilities 564 272 229 63

83,564 43,272 229 40,063

The net exposure of borrowings of the Group and Company to interest rate changes and the periods in which the borrowings reprice are as follows:

Weighted average Total Floating Fixed interest rate at carrying interest rate interest rate financial year end amount < 1 year 1 – 5 years % p.a. RM’000 RM’000 RM’000

Group

2010

Bank overdrafts 7.38 6,927 6,927 - Revolving credit 4.68 21,000 21,000 - Term loan 4.91 19,746 19,746 - Bridging loan 4.66 26,249 26,249 - Term loan 5.00 16,200 16,200 - Term loan 6.38 40,000 - 40,000 Finance lease liabilities 4.38 292 - 292 130,414 90,122 40,292

UNITED MALAYAN LAND BHD (4131-M) 149

27 BORROWINGS (continued)

Weighted average Total Floating Fixed interest rate at carrying interest rate interest rate financial year end amount < 1 year 1 – 5 years % p.a. RM’000 RM’000 RM’000

Group

2009

Bank overdrafts 6.55 9,550 9,550 - Revolving credit 3.96 23,000 23,000 - Term loan 4.28 37,216 37,216 - Bridging loan 4.11 39,669 39,669 - Term loan 4.36 16,800 16,800 - Term loan 6.30 60,000 - 60,000 Finance lease liabilities 4.43 564 - 564

186,799 126,235 60,564

Company

2010

Revolving credit 4.68 21,000 21,000 - Term loan 6.38 40,000 - 40,000 Finance lease liabilities 4.38 292 - 292

61,292 21,000 40,292

2009

Revolving credit 3.96 23,000 23,000 - Term loan 6.30 60,000 - 60,000 Finance lease liabilities 4.43 564 - 564

83,564 23,000 60,564

UNITED MALAYAN LAND BHD (4131-M) 150 NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010

27 BORROWINGS (continued)

(a) Unsecured term loan of RM20 million as at 31 December 2009 represented primary collateralised loan obligation entered by the Company in 2005. The term loan was subject to fixed interest rate of 6.13% per annum and was repaid in one lump sum in April 2010. The fair value of this long term loan as at 31 December 2009 approximated its carrying amount.

(b) Unsecured term loan of RM40 million represents primary collateralised loan obligation entered by the Company in 2007. The term loan is subject to fixed interest rate of 6.38% per annum and is repayable in one lump sum in January 2012. The fair value of this long term loan as at the reporting date is RM40,962,416 (2009: RM41,520,005). The fair value is estimated based on future contractual cash flows discounted at the interest rate of 4.70% (2009: 4.75%) per annum.

(c) The fair value of the non-current finance lease liabilities as at the reporting date is RM59,894 (2009: RM278,966). The fair value is estimated based on future contractual cash flows discounted at the interest rate of 4.17% (2009: 4.17% to 4.88%) per annum.

The carrying amount of all other borrowings of the Group and Company at the reporting dates approximates their fair values.

The minimum lease payments at the reporting dates are as follows:

Group and Company 2010 2009 RM’000 RM’000

Future minimum lease payments: Not later than 1 year 236 291 Later than 1 year and not later than 5 years 63 299

Total future minimum lease payments 299 590 Less: Future finance charges (7) (26)

Present value of finance lease liabilities 292 564

Analysis of present value of finance lease liabilities Not later than 1 year 229 272 Later than 1 year and not later than 5 years 63 292

292 564

UNITED MALAYAN LAND BHD (4131-M) 151

28 PROVISIONS

Group Property Infrastructure Interest development costs costs costs Total RM’000 RM’000 RM’000 RM’000

2010

At beginning of the financial year 9,611 - 104 9,715 Additional provision during the financial year - 7,025 - 7,025 Utilised during the financial year (2) - (8) (10)

At end of the financial year 9,609 7,025 96 16,730

Current 9,609 2,970 96 12,675 Non-current - 4,055 - 4,055

At end of the financial year 9,609 7,025 96 16,730

2009

At beginning of the financial year - - 78 78 Additional provision during the financial year 9,611 - 26 9,637 Utilised during the financial year - - - -

At end of the financial year 9,611 - 104 9,715

Current 9,611 - 104 9,715 Non-current ----

At end of the financial year 9,611 - 104 9,715

The provision for infrastructure costs represents the estimated infrastructure costs to be incurred as part of the obligation in accordance with the terms of the sale and purchase agreement of a disposal of a parcel of land in a subsidiary company.

A provision is recognised for interest costs expected to be incurred by a subsidiary company in respect of properties sold under the Developer Interest Bearing Scheme. Under this scheme, the subsidiary company will bear interest costs incurred by customers during the construction period and up to a period of two years after vacant possession. It is expected that most of these interest costs will be incurred in the next two to three financial years from the reporting date.

The provision for property development costs represents development costs estimated to be incurred. This provision will be utilised when the designated development activities take place.

UNITED MALAYAN LAND BHD (4131-M) 152 NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010

29 RELATED PARTY TRANSACTIONS

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

Group Company 2010 2009 2010 2009 RM’000 RM’000 RM’000 RM’000

Transactions with subsidiary companies Dividend income - - 98,972 65,695 Expenses paid on behalf by subsidiary companies - - 45,499 2,405 Interest income - - 11,511 6,166 Interest expense - - 828 56 Payment made on behalf of subsidiary companies - - 86,130 36,112 Provision of management services - - 5,957 7, 6 45

Transactions with jointly controlled entities Interest income 604 263 1,209 525 Rental income 1,216 1,207 - - Payment made on behalf of jointly controlled entities 14,645 5,719 14,645 5,719 Provision of management services 200 - 200 -

Transactions with a corporate shareholder, Tradewinds Corporation Berhad and its related companies Purchase of goods and procurement of services 1,202 1,075 999 989

Transactions with a Director of the Company Progress billings for sale of properties 65 - - -

Transactions with persons/company related to Directors of the Company Agency commission expense 22 - - - Progress billings for sale of properties 654 915 - - Rental income - 9 - -

The amounts that remained outstanding as at the reporting dates in respect of the above transactions with related parties are shown in Notes 22 and 26 to the financial statements.

UNITED MALAYAN LAND BHD (4131-M) 153

30 COMMITMENTS

(i) Operating lease commitments - The Group as lessor

The Group has entered into non-cancellable operating lease arrangements on its investment properties. The lease arrangements have a non-cancellable lease term of 30 years. Lease rental will revise upwards by 5% to 15% every 3 years period commencing from the rent commencement date. Upon expiration of the lease term, the leases shall be renewed for a term of 10 years and the rental rates shall be based on the prevailing market rate of similar leases or a similar type of lease in a similar location at the time of renewal.

The future minimum lease payments receivable under non-cancellable operating leases contracted for as at the reporting dates but not recognised as receivables, are as follows:

Group 2010 2009 RM’000 RM’000

Not later than 1 year 935 922 Later than 1 year and not later than 5 years 3,953 3,864 Later than 5 years 26,422 27,446

31,310 32,232

(ii) Capital commitments

Group 2010 2009 RM’000 RM’000

Authorised and contracted for: - Acquisition of development land 232,500 232,500

Share of jointly controlled entity’s capital commitment in relation to acquisition of development land 22,320 -

254,820 232,500

UNITED MALAYAN LAND BHD (4131-M) 154 NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010

31 CAPITAL MANAGEMENT

The Group’s objectives of capital management are to maintain healthy capital ratios to support its business and maximise shareholders’ value. In addition, the Directors maintain an optimal debt-to-equity ratio that complies with debt covenants and regulatory requirements.

The Group monitors capital using gearing ratio which is net debt divided by total equity attributable to owners of the Company. The net debt includes total borrowings less deposits, bank and cash balances but excludes bank balances under HDA. The Group’s policy is to keep the gearing ratio of not more than 60%. There were no changes in the Group’s approach to capital management during the financial year.

The gearing ratios of the Group and Company as at the reporting dates are as follows:

Group Company 2010 2009 2010 2009 RM’000 RM’000 RM’000 RM’000

Total borrowings (Note 27) 130,414 186,799 61,292 83,564 Less : Bank and cash balances (Note 23) (2,686) (3,711) (278) (732) Bank balances under sinking fund (Note 23) (1,397) (1,252) - - Fixed deposits (Note 23) (5,286) (24,755) (48) - Short term money market deposits (Note 23) (6,300) (17, 35 0) - (3,000)

Net debt 114,745 139,731 60,966 79,832

Equity attributable to owners of the Company 878,530 857,8 49 691,684 617,4 6 0

Gearing ratio 13% 16% 9% 13%

UNITED MALAYAN LAND BHD (4131-M) 155

32 SEGMENT INFORMATION

The Group is primarily engaged in the property development industry. For management purposes, the Group is organised into business units based on their types of developments, and has two reportable operating segments as follows:

(i) Townships segment involves development of residential and commercial properties in townships. (ii) Niche segment involves development of condominiums and serviced apartments.

Management monitors the operating results of its business units separately for the purpose of making decisions about resource allocation and performance assessment. Segment performance is evaluated based on operating profit or loss for the financial year as included in the internal management reports that are reviewed by the Group’s Chief Executive Officer.

Townships Niche Total 2010 2009 2010 2009 2010 2009 RM'000 RM'000 RM'000 RM'000 RM'000 RM'000

Revenue: External customers 208,048 148,024 107,993 60,155 316,041 208,179

Results: Segment profit 28,082 49,555 33,221 12,967 61,303 62,522

Other information: Finance income 4,278 3,442 1,229 899 5,507 4,341 Finance costs 8,526 7, 255 1,381 1,612 9,907 8,867 Depreciation 1,195 867 146 176 1,341 1,043 Impairment of trade and other receivables 1,556 1,647 351 65 1,907 1,712 Reversal of impairment of trade and other receivables 4,237 5,134 80 - 4,317 5,134

UNITED MALAYAN LAND BHD (4131-M) 156 NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010

32 SEGMENT INFORMATION (continued)

The breakdown of segment revenue from all products and services and the reconciliation of segment revenue to the Group’s total revenue are provided as follows:

2010 2009 RM’000 RM’000

Revenue from property development 311,813 205,877 Land lease rental income 55 46 Quarry lease rental income 557 416 Rental income from investment properties 3,616 1,126 Rental income from properties - 715

Segment revenue 316,041 208,180

Interest income and management fees 879 326

Total revenue 316,920 208,506

A reconciliation of segment profit to profit for the financial year of the Group as presented in the statement of comprehensive income is as follows:

2010 2009 RM’000 RM’000

Segment profit 61,303 62,522 Corporate and other expenses (15,296) (18,117) Income tax expense (1,913) 564 Eliminations 13,104 11,341 Share of results of jointly controlled entities not included in reportable segments 538 1,158

Profit for the financial year 57,736 57,468

33 APPROVAL OF FINANCIAL STATEMENTS

The financial statements have been approved for issue in accordance with a resolution of the Board of Directors on 22 April 2011.

UNITED MALAYAN LAND BHD (4131-M) 157

34 SUPPLEMENTARY INFORMATION PURSUANT TO BURSA MALAYSIA SECURITIES BERHAD LISTING REQUIREMENTS

Realised and Unrealised Profits

The following analysis is prepared in accordance with Guidance on Special Matter No. 1, Determination of Realised and Unrealised Profits or Losses in the context of disclosure pursuant to Bursa Malaysia Securities Berhad listing requirements, as issued by Malaysian Institute of Accountants and the directive of Bursa Malaysia Securities Berhad.

Group Company RM’000 RM’000

2010

Total retained earnings of the Company and its subsidiaries: - Realised 376,793 161,534 - Unrealised (5,817) 306

370,976 161,840

Total share of retained earnings from jointly controlled entities - Realised 856 - - Unrealised 58 -

371,890 161,840 Less: Consolidation adjustments (72,737) -

299,153 161,840

UNITED MALAYAN LAND BHD (4131-M) OTHER INFORMATION

159 List of Properties

162 Analysis of Shareholdings

165 Notice of 50th Annual General Meeting

170 Statement Accompanying Notice of 50th Annual General Meeting

Proxy Form LIST OF PROPERTIES 159 AS AT 31 DECEMBER 2010

Location Description & Tenure Age of Land Net Book Date of Last Existing Use Buildings Area Value Revaluation Year Acre RM’000

TOWNSHIP DEVELOPMENT

BANDAR SERI ALAM

Mukim of Plentong Vacant land Freehold - 199.43 - May 90 / District of Johor Bahru - Government reserve Oct 96

1 Jalan Purnama Equestrian clubhouse Freehold 13 63.35 9,706 Bandar Seri Alam 81750 Johor Darul Takzim

3 Jalan Persisiran Investment Property Freehold 13 5.01 7,059 Bandar Seri Alam - Japanese School 81750 Johor Darul Takzim Oct-96

Mukim of Plentong Vacant development land Freehold - 436.98 262,889 District of Johor Bahru - Residential 245.89 211,819 - Commercial 2.96 3,846 - Recreational & others 7.71 902 - School & hostel 154.86 19,021 - Agriculture reserve 25.56 27,301

Mukim of Plentong On-going development Freehold - 5.56 6,949 District of Johor Bahru - Residential

No. 8, Jalan Suria Corporate office Freehold 1 1.83 8,275 Bandar Seri Alam 81750 Johor Darul Takzim

Mukim of Plentong Vacant development land Freehold - 658.67 160,024 District of Johor Bahru - Residential 446.59 109,208 - Commercial 100.84 34,795 - Recreational & others 108.92 15,168 - School & hostel 2.32 853

Mukim of Plentong On-going development Freehold - 4.58 12,783 May-90 District of Johor Bahru - Residential

Mukim of Plentong Completed properties Freehold - 6.28 6,611 District of Johor Bahru - Residential 5.03 4,473 - Commercial 1.25 2,138

Mukim of Plentong Investment properties Freehold - 30.46 35,986 District of Johor Bahru - Land 21.37 10,489 - Residential 3 to 13 8.97 25,207 - Commercial 12 0.12 290

Sub-total 1,412.15 510,282

UNITED MALAYAN LAND BHD (4131-M) 160 LIST OF PROPERTIES AS AT 31 DECEMBER 2010

Location Description & Tenure Age of Land Net Book Date of Last Existing Use Buildings Area Value Revaluation Year Acre RM’000

BANDAR SERI PUTRA

Mukim of Kajang Vacant land Freehold - 348.81 - District of Ulu Langat - Government reserve Selangor

34 Jalan Seri Putra 1/2, Corporate office Freehold 9 0.09 484 Bandar Seri Putra, Bangi 43000 Kajang, Selangor Darul Ehsan

Mukim of Kajang Vacant development land Freehold - 133.46 117,605 District of Ulu Langat - Residential 47.98 20,179 Selangor - Commercial 85.48 97,426

Mukim of Dengkil Vacant development land Freehold - 48.72 10,810 District of Sepang - Industrial Note Selangor

Mukim of Kajang On-going development Freehold - 18.87 1,077 District of Ulu Langat - Residential 18.22 40 Selangor - Commercial 0.65 1,037

Mukim of Kajang Completed properties Freehold - 2.99 1,284 District of Ulu Langat - Bungalow lots 2.13 185 Selangor - Residential 0.09 648 - Commercial 0.77 451

Pekan Bangi Lama Completed properties Freehold - 31.72 19,910 District of Ulu Langat - Bungalow lots Selangor

Sub-total 584.66 151,170

SERI AUSTIN

Mukim of Tebrau Vacant land Freehold - 106.99 - District of Johor Bahru - Government reserve

Mukim of Tebrau Vacant development land Freehold - 208.05 113,149 District of Johor Bahru - Residential 193.94 97,342 - Commercial 14.11 15,807 Note

Mukim of Tebrau On-going development Freehold - 25.08 30,730 District of Johor Bahru - Residential

Mukim of Tebrau Completed properties Freehold - 2.95 8,450 District of Johor Bahru - Residential

Sub-total 343.07 152,329

UNITED MALAYAN LAND BHD (4131-M) 161

Location Description & Tenure Age of Land Net Book Date of Last Existing Use Buildings Area Value Revaluation Year Acre RM’000

NICHE DEVELOPMENT

SERI BUKIT CEYLON

8 Lorong Ceylon Completed properties Freehold 5 0.11 1,091 Off Jalan Raja Chulan - Commercial 50250 Kuala Lumpur Investment properties Freehold 5 0.10 1,705 - Commercial

0.21 2,796

SUASANA BANGSAR

No 1, Lorong Kaloi, Completed properties Freehold - 0.93 9,129 Bangsar - Residential 59100 Kuala Lumpur

SUASANA BUKIT CEYLON Note

PT21 HSD98859, Seksyen 19, On-going development Freehold - 1.50 45,279 Kuala Lumpur - Commercial

OTHER LANDBANK

Geran 118688 Lot 1197, Vacant development land Freehold - 1.49 31,060 Geran 118689 Lot 1199 and - Commercial Geran 99571 Lot 1201, District of Johor Bahru

Sub-total 4.13 88,264

Grand Total 2,344.01 902,945

LANDBANK HELD BY JOINTLY CONTROLLED ENTITIES

Geran 30842 Lot 108, Vacant development land Freehold - 4.30 143,791 Geran 33985 Lot 130, - Residential Geran 25637 Lot 131, Geran 33489 Lot 132, Geran 33490 Lot 133, Geran 28326 Lot 134 and Note Geran 33491 Lot 135 to Geran 33494 Lot 138 District of Kuala Lumpur

HSD 458124, PTD 166949 On-going development Freehold - 2.20 17,199 Mukim of Pulai - Commercial District of Johor

Total 6.50 160,990

Note: There has been no revaluation since the date of acquisition. UNITED MALAYAN LAND BHD (4131-M) 162 ANALYSIS OF SHAREHOLDINGS AS AT 29 APRIL 2011

Authorised Share Capital : RM500,000,000

Issued and Paid-Up Share Capital : RM241,705,233

Class of Shares : Ordinary Shares of RM1.00 Each

Voting Rights : One Vote Per Ordinary Share

DISTRIBUTION OF SHAREHOLDERS

Size of Shareholders No. of Shareholders % of Shareholders No. of shares % of share capital

1-99 80 4.76 2,071 0.00 100 – 1,000 305 18.15 244,298 0.10 1,001 – 10,000 959 57.08 4,109,106 1.70 10,001 – 100,000 271 16.13 8,105,400 3.36 100,001 to less than 5% of issued shares 61 3.63 87,949,924 36.45 5% and above of issued shares 4 0.24 140,892,634 58.39

TOTAL 1,680 100.00 241,303,433 100.00

DIRECTORS’ SHAREHOLDINGS

Direct Interest Indirect Interest No. of Shares % No. of Shares %

Dato’ Ng Eng Tee 6,525,000 2.70 29,317,234 *a 12.15 Datuk Syed Ahmad Khalid Syed Mohammed 10,000 0.00 - - Ng Eng Soon 7,151,032 2.96 17,828, 6 3 4 *b 7.39

Notes:-

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

The Analysis of Shareholdings have been tabulated based on the Company’s Record of Depositors with Bursa Malaysia Depository Sdn Bhd as at 29 April 2011 after deducting 401,800 ordinary shares of RM1.00 each bought back by the Company and retained as treasury shares.

UNITED MALAYAN LAND BHD (4131-M) 163

SUBSTANTIAL SHAREHOLDERS

Direct Interest Indirect Interest List of Substantial Shareholders No. of Shares % No. of Shares %

Wawasan Perangsang Mewah Sdn Bhd 57,153,500 23.69 - - Opal Holdings Pte Ltd 48,084,500 19.93 - - Chee Tat Holdings (S) Pte Ltd 17,828,634 7.39 - - Tradewinds Resources Sdn Bhd 17,826,000 7.39 - - Tradewinds Corporation Berhad - - 17,826,000*a 7.39 Perspective Lane (M) Sdn Bhd - - 17,826,000*b 7.39 Restu Jernih Sdn Bhd - - 17,826,000*c 7.39 Tan Sri Dato’ Syed Mokhtar Shah Syed Nor - - 17,826,000*d 7.39 Muhammad Nor Saliman - - 57,153,500*e 23.69 Azman Hanafi Abdullah - - 57,153,500*e 23.69 CapitaLand Residential Malaysia Pte Ltd - - 48,084,500*f 19.93 CapitaLand Commercial Limited - - 48,084,500*g 19.93 CapitaLand Limited - - 50,064,500*h 20.75 Temasek Holdings (Private) Limited - - 50,064,500*i 20.75 Dato’ Ng Eng Tee 6,525,000 2.70 29,317,234*j 12.15 Ng Eng Soon 7,151,032 2.96 17,828, 6 3 4 *k 7.39 Ng Eng Ghee 6,560,864 2.72 17,828,634*k 7.39

Notes: a. Deemed interested by virtue of its interest in Tradewinds Resources Sdn Bhd pursuant to Section 6A of the Companies Act 1965. b. Deemed interested by virtue of its interest in Tradewinds Corporation Berhad pursuant to Section 6A of the Companies Act, 1965. c. Deemed interested by virtue of its interest in Perspective Lane (M) Sdn Bhd pursuant to Section 6A of the Companies Act, 1965. d. Deemed interested by virtue of his interest in Restu Jernih Sdn Bhd pursuant to Section 6A of the Companies Act, 1965. e. Deemed interested by virtue of their interests in Wawasan Perangsang Mewah Sdn Bhd pursuant to Section 6A of the Companies Act, 1965. f. Deemed interested by virtue of its interest in Opal Holdings Pte Ltd pursuant to Section 6A of the Companies Act, 1965. g. Deemed interested by virtue of its interest in CapitaLand Residential Malaysia Pte Ltd pursuant to Section 6A of the Companies Act, 1965. h. Deemed interested by virtue of its interest in CapitaLand Commercial Limited and CapitaLand Residential Limited via its wholly owned subsidiary, Prime Equities Pte Ltd pursuant to Section 6A of the Companies Act, 1965. i. Deemed interested by virtue of its interest in CapitaLand Limited pursuant to Section 6A of the Companies Act, 1965. j. Deemed interested by virtue of his interests in Chee Tat Holdings (S) Pte Ltd, King George Financial Corporation, Netson Investments Ltd pursuant to Section 6A of the Companies Act, 1965 and through his spouse and children. k. Deemed interested by virtue of their interests in Chee Tat Holdings (S) Pte Ltd pursuant to Section 6A of the Companies Act, 1965.

LIST OF THIRTY LARGEST SHAREHOLDERS

No. Name No. of Shares % of Share Capital

1. Wawasan Perangsang Mewah Sdn Bhd 57,153,500 23.69 2. Opal Holdings Pte Ltd 48,084,500 19.93 3. Chee Tat Holdings (S) Pte Ltd 17,828,634 7.39 4. Public Nominees (Tempatan) Sdn Bhd 17,826,0 0 0 7.39 Pledged Securities Account for Tradewinds Resources Sdn Bhd 5. Khong Guan Flour Milling Limited 11,400,000 4.72

UNITED MALAYAN LAND BHD (4131-M) 164 ANALYSIS OF SHAREHOLDINGS AS AT 29 APRIL 2011

LIST OF THIRTY LARGEST SHAREHOLDERS (continued)

No. Name No. of Shares % of Share Capital

6. Citigroup Nominees (Asing) Sdn Bhd 7,363,782 3.05 Exempt An for OCBC Securities Private Limited 7. HDM Nominees (Asing) Sdn Bhd 6,560,864 2.72 UOB Kay Hian Pte Ltd for Ng Eng Ghee 8. Amsec Nominees (Asing) Sdn Bhd 4,740,800 1.96 AmTrustee Berhad for King George Financial Corporation 9. Amsec Nominees (Asing) Sdn Bhd 3,939,618 1.63 AmFraser Securities Pte Ltd for Ng Yew Hui 10. Amsec Nominees (Asing) Sdn Bhd 3,939,617 1.63 AmFraser Securities Pte Ltd for Ng Yew Tong 11. Amsec Nominees (Asing) Sdn Bhd 3,939,617 1.63 AmFraser Securities Pte Ltd for Ng Yew Chuan 12. Amsec Nominees (Asing) Sdn Bhd 3,938,210 1.63 AmFraser Securities Pte Ltd for Ng Suat Paik Alice 13. Mayban Nominees (Tempatan) Sdn Bhd 3,802,600 1.58 Mayban Trustees Berhad for Public Regular Savings Fund 14. Amsec Nominees (Asing) Sdn Bhd 3,289,000 1.36 Pledged Securities Account for Ng Eng Tee 15. EB Nominees (Tempatan) Sendirian Berhad 3,180,000 1.32 Pledged Securities Account for Ng Eng Tee 16. Victoria Prize Sdn Bhd 3,146,541 1.30 17. Khong Guan Group Pte Ltd 2,830,875 1.17 18. AmanahRaya Trustees Berhad 2,663,000 1.10 Public Far-East Property & Resorts Fund 19. Ng Yew Khim, Dennis 2,200,000 0.91 20. Hup Hock Trading Sendirian Berhad 1,980,750 0.82 21. HDM Nominees (Asing) Sdn Bhd 1,980,000 0.82 DBS Vickers Secs (S) Pte Ltd for Prime Equities Pte Ltd 22. Amsec Nominees (Asing) Sdn Bhd 1,750,000 0.73 AmTrustee Berhad for Netson Investments Ltd 23. AmanahRaya Trustees Berhad 1,316,900 0.55 Public Islamic Opportunities Fund 24. Kah Hong Pte. Limited 1,130,000 0.47 25. Ng Suet Ning, Tammy 1,000,000 0.41 26. Wong Winifred 1,000,000 0.41 27. Taisho Company Sdn Berhad 927,000 0.38 28. Amsec Nominees (Asing) Sdn Bhd 797,800 0.33 Pledged Securities Account for Ng Yew Khim, Dennis 29. HLG Nominees (Asing) Sdn Bhd 598,250 0.25 Exempt an for UOB Kay Hian Pte Ltd 30. Amsec Nominees (Tempatan) Sdn Bhd 588,000 0.24 Pledged Securities Account for Leong Yuk Fung

TOTAL 220,895,858 91.54

UNITED MALAYAN LAND BHD (4131-M) NOTICE OF 50TH ANNUAL 165 GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the 50th Annual General Meeting of United Malayan Land Bhd will be held at Nirwana Ballroom 2, Lower Lobby, Crowne Plaza Mutiara Kuala Lumpur, Jalan Sultan Ismail, 50250 Kuala Lumpur, on Wednesday, 22 June 2011 at 10.30 a.m. for the following businesses:-

AS ORDINARY BUSINESS: 1. To receive the Audited Financial Statements for the fi nancial year ended 31 December 2010 together with the Reports of the Directors and Auditors thereon. Please Refer to Note A.

2. To approve the payment of a fi nal dividend of 0.60 sen per ordinary share, less 25% income tax and 4.55 sen per ordinary share, single tier for the fi nancial year ended 31 December 2010 as recommended by the Directors. Ordinary Resolution 1

3. To re-elect the following Directors, each of whom retires by rotation in accordance with Article 94 of the Company’s Articles of Association:- i) Mr Ng Eng Soon Ordinary Resolution 2 ii) Encik Pakhruddin Sulaiman Ordinary Resolution 3

4. To consider and if thought fi t, to pass the following resolution:-

“THAT pursuant to Section 129(6) of Companies Act 1965, YABhg Tun Musa Hitam be and is hereby re-appointed as a Director of the Company to hold offi ce until the next Annual General Meeting of the Company.” Ordinary Resolution 4

5. To approve the payment of Directors’ fees for the fi nancial year ended 31 December 2010. Ordinary Resolution 5

6. To re-appoint PricewaterhouseCoopers as Auditors of the Company for the ensuing year and to authorise the Directors to fi x their remuneration. Ordinary Resolution 6

AS SPECIAL BUSINESS: To consider, and if thought fi t, to pass the following ordinary resolutions:-

7. AUTHORITY TO ISSUE SHARES PURSUANT TO SECTION 132D OF THE COMPANIES ACT, 1965

“THAT subject always to the Companies Act, 1965, (the Act), the Company’s Articles of Association and approvals of the relevant government and/or regulatory authorities, the Directors be and are hereby empowered pursuant to Section 132D of the Act, to issue and allot new shares in the Company at any time at such price, upon such terms and conditions for such purposes and to such person(s) whomsoever as the Directors may in their absolute discretion deem fi t and expedient in the interest of the Company, provided that the aggregate number of shares to be issued does not exceed 10% of the total issued share capital of the Company for the time being and THAT the Directors be and are also empowered to obtain the approval from Bursa Malaysia Securities Berhad (Bursa Securities) for the listing of and quotation for the new shares so issued and THAT such authority shall continue to be in force until the conclusion of the next Annual General Meeting (AGM) of the Company.” Ordinary Resolution 7

UNITED MALAYAN LAND BHD (4131-M) 166 NOTICE OF 50TH ANNUAL GENERAL MEETING

8. PROPOSED RENEWAL OF SHAREHOLDERS’ MANDATE FOR SHARE BUY-BACK

“THAT subject to Section 67A of the Act, Part IIIA of the Companies Regulations 1966, provisions of the Company’s Memorandum and Articles of Association, Bursa Securities Main Market Listing Requirements (Listing Requirements) and any other applicable laws, rules, regulations and guidelines for the time being in force, the Directors of the Company be and are hereby authorised to make purchase(s) of ordinary shares of RM1.00 each in the Company’s issued and paid-up capital on Bursa Securities subject to the following:-

i) the maximum number of shares which may be purchased and/or held by the Company shall not exceed 5,800,000 ordinary shares of RM1.00 each or approximately 2.40% of the issued and paid-up share capital of the Company (Shares) for the time being;

ii) the maximum fund to be allocated by the Company for the purpose of purchasing the Shares shall not exceed the aggregate of the retained profi ts and share premium account of the Company. As at 31 December 2010, the audited retained profi ts and share premium account of the Company were RM161,840,554 and RM63,970,442 respectively;

iii) the authority conferred by this resolution will commence immediately upon the passing of this ordinary resolution and, unless renewed by an ordinary resolution passed by the shareholders of the Company in general meeting will expire:-

(a) at the conclusion of the next AGM of the Company, unless earlier revoked or varied by ordinary resolution of the shareholders of the Company in a general meeting; or (b) upon the expiration of the period within which the next AGM after that date is required by law to be held,

whichever occurs fi rst, but not so as to prejudice the completion of purchase(s) by the Company before the aforesaid expiry date and in any event, in accordance with the provisions of the Listing Requirements or any other relevant authority; and

iv) upon completion of the purchase(s) of the Shares by the Company, the Directors of the Company be and are hereby authorised to deal with the Shares in the following manner:-

(a) cancel the Shares so purchased; or (b) retain the Shares so purchased as treasury shares; or (c ) retain part of the Shares so purchased as treasury shares and cancel the remainder; or (d) distribute the treasury shares as share dividends to shareholders and/or resell on Bursa Securities and/or cancel all or part of them; or

in any other manner as prescribed by the Act, rules, regulations and guidelines pursuant to the Act and the requirements of Bursa Securities and any other relevant authority for the time being in force;

AND THAT the Directors of the Company be and are hereby authorised to take all steps as are necessary or expedient to implement or to effect the purchase(s) of the Shares with full power to assent to any condition, modifi cation, variation and/or amendment as may be imposed by the relevant authorities and to take all such steps as they may deem necessary or expedient in order to implement, fi nalise and give full effect in relation thereto.” Ordinary Resolution 8

UNITED MALAYAN LAND BHD (4131-M) 167

9. PROPOSED RENEWAL OF SHAREHOLDERS’ MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS

“THAT, approval be and is hereby given to the Company to renew its shareholders’ mandate for the Company and/or its subsidiaries to enter into and give effect to specifi c recurrent related party transactions of a revenue or trading nature which are necessary for its day-to-day operations involving the Related Parties, as set out in Section 2.1.4 Part B of the Circular to Shareholders dated 31 May 2011 (Circular) subject to the following:

(a) the transactions are carried out at arm’s length, on normal commercial terms which are not more favourable to the Related Parties than those generally available to the public and are not to the detriment of the minority shareholders of the Company;

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

(i) the conclusion of the next AGM of the Company, at which time it will lapse, unless by a resolution passed at the said AGM, the authority is renewed;

(ii) the expiration of the period within which the next AGM of the Company is required to be held pursuant to Section 143 (1) of the Act but shall not extend to such extension as may be allowed pursuant to Section 143 (2) of the Act; or

(iii) revoked or varied by resolution passed by the shareholders in a general meeting;

whichever is the earlier;

AND THAT the Directors of the Company be empowered to complete and do all such acts and things as they may consider expedient or necessary to give effect to the transactions contemplated and/or authorised by this resolution.” Ordinary Resolution 9

10. PROPOSED RENEWAL OF GENERAL MANDATE FOR THE PROVISION OF FINANCIAL ASSISTANCE

“THAT approval be and is hereby given for the renewal of a general mandate to the Company and/or its subsidiaries to provide/procure recurring fi nancial assistance on a short term basis to/from its non-wholly owned subsidiaries and jointly controlled entities via the pooling of funds, as set out in Section 2.2.3 Part B of the Circular subject to the following:

(a) the transactions are fair and reasonable to the Company;

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

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

UNITED MALAYAN LAND BHD (4131-M) 168 NOTICE OF 50TH ANNUAL GENERAL MEETING

(i) the conclusion of the next AGM of the Company, at which time it will lapse, unless by a resolution passed at the said AGM, the authority is renewed;

(ii) the expiration of the period within which the next AGM of the Company is required to be held pursuant to Section 143 (1) of the Act but shall not extend to such extension as may be allowed pursuant to Section 143 (2) of the Act; or

(iii) revoked or varied by resolution passed by the shareholders in a general meeting;

whichever is the earlier;

AND THAT the Directors of the Company be empowered to complete and do all such acts and things as they may consider expedient or necessary to give effect to the transactions contemplated and/or authorised by this resolution.” Ordinary Resolution 10

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

NOTICE OF ENTITLEMENT AND PAYMENT OF FINAL DIVIDEND

NOTICE IS HEREBY GIVEN THAT the Final Dividend of 0.60 sen per ordinary share less 25% income tax and 4.55 sen per ordinary share, single tier for the fi nancial year ended 31 December 2010, subject to the approval of the shareholders at the 50th Annual General Meeting, will be paid on 22 August 2011 to all Depositors whose names appear in the Record of Depositors with Bursa Malaysia Depository Sdn Bhd at the close of business on 8 August 2011.

A Depositor with Bursa Malaysia Depository Sdn Bhd shall qualify for entitlement to the dividend only in respect of:-

A) Shares transferred into the Depositor’s securities account before 4.00 p.m. on 8 August 2011 in respect of ordinary transfers; and

B) Shares bought on Bursa Malaysia Securities Berhad on a cum entitlement basis according to the Rules of Bursa Malaysia Securities Berhad.

BY ORDER OF THE BOARD

ZURAIDAH MOHD YUSOFF MAICSA 7001552 Company Secretary

Kuala Lumpur 31 May 2011

UNITED MALAYAN LAND BHD (4131-M) 169

NOTE A: This agenda item is meant for discussion only as the provision of Section 169(1) of the Act does not require a formal approval of the shareholders and hence is not put forward for voting.

NOTES:

1. Proxy • A member may appoint any person to be his proxy and the provisions of Section 149(1)(b) of the Companies Act, 1965 shall not apply to the Company. • If a member appoints two (2) proxies to attend at the same meeting, the appointment(s) shall be invalid unless he specifi es the proportion of his holdings to be represented by each proxy. • The instrument appointing a proxy shall be writing under the hand of the appointer or his attorney duly authorized in writing or, if the appointor is a corporation, either under its seal or under the hand of an offi cer duly authorized. • The instrument appointing a proxy must be deposited at the Company’s Share Registrar, Securities Services (Holdings) Sdn Bhd at Level 7, Menara Milenium, Jalan Damanlela, Pusat Bandar Damansara, Damansara Heights, 50490 Kuala Lumpur not less than forty-eight (48) hours before the time set for holding the meeting or any adjournment thereof.

2. Ordinary Resolution 7 Authority to Directors to Issue Shares This is a renewal of the mandate obtained from the shareholders at the 49th AGM held on 23 June 2010 (previous mandate). The previous mandate was not utilized and accordingly no proceeds were raised.

The Ordinary Resolution 7, if passed, will empower the Directors to allot and issue new ordinary shares in the capital of the Company up to an aggregate amount not exceeding 10% of the issued and paid-up share capital of the Company for the time being without having to convene a general meeting. This authority will provide fl exibility to the Directors of the Company to allot shares for any possible fund raising activities, including but not limited to placement of shares for the purpose of funding current and/or future investment(s), acquisition(s) and/ or working capital requirement. This authority, unless revoked or varied at a general meeting, will expire at the conclusion of the next Annual General Meeting of the Company.

3. Ordinary Resolution 8 Proposed Renewal of Shareholders’ Mandate for Share Buy-Back The detailed text on Ordinary Resolution 8 on the Proposed Renewal of Shareholders’ Mandate for Share Buy-Back is included under Part A of the Circular to Shareholders dated 31 May 2011 despatched together with the Company’s Annual Report 2010.

4. Ordinary Resolution 9 Proposed Renewal of Shareholders’ Mandate for Recurrent Related Party Transactions Further information on Ordinary Resolution 9, is set out under Part B of the Circular to Shareholders dated 31 May 2011 despatched together with the Company’s Annual Report 2010.

5. Ordinary Resolution 10 Proposed Renewal of General Mandate for the Provision of Financial Assistance Further information on Ordinary Resolution 10 is set out under Part B of the Circular to Shareholders dated 31 May 2011 despatched together with the Company’s Annual Report 2010.

Statement Accompanying the Notice of Annual General Meeting Additional information pursuant to Paragraph 8.28(2) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad is set out in Annexure A of the Company’s Annual Report 2010.

UNITED MALAYAN LAND BHD (4131-M) ANNEXURE A 170 STATEMENT ACCOMPANYING NOTICE OF 50TH ANNUAL GENERAL MEETING

(Pursuant to Paragraph 8.28(2) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad)

Directors who are standing for re-election and re-appointment at the 50th Annual General Meeting of the Company are:-

1. RE-ELECTION PURSUANT TO ARTICLE 94 OF THE COMPANY’S ARTICLES OF ASSOCIATION:- a) Mr Ng Eng Soon (Ordinary Resolution 2) b) Encik Pakhruddin Sulaiman (Ordinary Resolution 3)

2. RE-APPOINTMENT PURSUANT TO SECTION 129(6), OF THE COMPANIES ACT, 1965 a) YABhg Tun Musa Hitam (Ordinary Resolution 4)

Please refer to the Profi le of the Board of Directors disclosed in the Company’s Annual Report 2010 for further information on the abovenamed Directors who are standing for re-election and re-appointment.

Four (4) scheduled Board Meetings were held during the fi nancial year ended 31 December 2010. Details of the Directors’ attendance are disclosed under the Corporate Governance Statement in the Company’s Annual Report 2010.

The place, date and time of the 50th Annual General Meeting of the Company are as follows:-

Place : Nirwana Ballroom 2 Lower Lobby Crowne Plaza Mutiara Kuala Lumpur Jalan Sultan Ismail 50250 Kuala Lumpur

Date & Time : Wednesday, 22 June 2011 at 10.30 a.m

UNITED MALAYAN LAND BHD (4131-M) PROXY FORM

No. of Shares (Company No. 4131-M) (Incorporated in Malaysia)

I/We NRIC (New)/Company No.: (Name*) of (Full Address) being a member of United Malayan Land Bhd hereby appoint the CHAIRMAN OF THE MEETING OR THE FOLLOWING PERSON(S) (delete whichever is not applicable) as my/our proxy/proxies to attend and vote for me/us and on my/our behalf, at the 50th Annual General Meeting of the Company, to be held on Wednesday, 22 June 2011 at 10.30 a.m. at Nirwana Ballroom 2, Lower Lobby, Crowne Plaza Mutiara Kuala Lumpur, Jalan Sultan Ismail, 50250 Kuala Lumpur or at any adjournment thereof:-

Name NRIC No. Shares to be represented by Proxy (%) First Proxy Second Proxy

My/our proxy/proxies is/are to vote as indicated below:

Ordinary Resolutions First Proxy Second Proxy For Against For Against 1. Declaration of fi nal dividend of 0.60 sen per share, less tax and 4.55 sen per share single tier, for fi nancial year 2010 2. To re-elect Director - Ng Eng Soon 3. To re-elect Director - Pakhruddin Sulaiman 4. To re-appoint Director - Tun Musa Hitam 5. To approve Directors’ fees for fi nancial year 2010 6. To re-appoint PricewaterhouseCoopers as Auditors and authorise Directors to fi x remuneration 7. To authorize Directors to issue Shares pursuant to Section 132D of Companies Act, 1965 8. To approve the Proposed Renewal of Shareholders’ Mandate for Share Buy-Back 9. To approve the Proposed Renewal of Shareholders’ Mandate for Recurrent Related Party Transactions 10. To approve the Proposed Renewal of General Mandate for the Provision of Financial Assistance

Please indicate with an “X” in the spaces provided above as how you wish your vote to be cast. If you do not do so, the proxy will vote or abstain from voting at his discretion.

* Name as per NRIC/Passport/Certifi cate of Incorporation in capital letters.

Dated Signature/ Seal

NOTES:- • A member may appoint any person to be his proxy and the provisions of Section 149(1)(b) of the Companies Act, 1965 shall not apply to the Company. • If a member appoints two (2) proxies to attend at the same meeting, the appointment(s) shall be invalid unless he specifi es the proportion of his holdings to be represented by each proxy. • The instrument appointing a proxy shall be in writing under the hand of the appointer or his attorney duly authorised in writing or, if the appointor is a corporation, either under its seal or under the hand of an offi cer duly authorised. • The instrument appointing a proxy must be deposited at the Company’s Share Registrar, Securities Services (Holdings) Sdn Bhd at Level 7, Menara Milenium, Jalan Damanlela, Pusat Bandar Damansara, Damansara Heights, 50490 Kuala Lumpur not less than forty-eight (48) hours before the time set for holding the meeting or any adjournment thereof. Fold Here

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SHARE REGISTRAR UNITED MALAYAN LAND BHD C/O SECURITIES SERVICES (HOLDINGS) SDN BHD Level 7, Menara Milenium, Jalan Damanlela Pusat Bandar Damansara, Damansara Heights 50490 Kuala Lumpur

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