Bandar Seri Alam, Iskandar Malaysia

BANDAR SERI ALAM, ISKANDAR MALAYSIA

BANDAR SERI ALAM is a fully integrated mixed development that span across 3,762 acres. This flagship township of UMLand has been designated as the educational hub for the Eastern Gate of Iskandar Malaysia by the Iskandar Regional Development Authority (IRDA).

Its stature as a vibrant ‘City of Knowledge’ is now coming alive with the presence of four universities, an international college, a junior college, an international school, an art school, an international Japanese school, the Nam Heng Chinese Primary School and four other primary schools, six secondary schools and also five religious schools. Bandar Seri Alam is also home of the Iskandar Malaysia’s Eastern District Police Headquarter. The township’s amenities include a golf course, hotels, hypermarkets, fast food outlets, banks as well as a private hospital.

FROM LEFT TO RIGHT: 1. Dato’ Ng Eng Tee

2. Tun Musa Hitam

Board of 3. Datuk Syed Ahmad Khalid Syed Mohammed

DIRECTORS 4. Datuk Nur Jazlan Tan Sri Mohamed

5. Syed Azmin Mohd Nursin @ Syed Nor

6. Ng Eng Soon

7. Pakhruddin Sulaiman 3URêOHRIDIRECTORS

TUN MUSA HITAM Chairman Independent Non-Executive Director

Tun Musa Hitam, aged 78, Malaysian, was appointed Chairman of the Board of UMLand on 26 January 2006. He is also the Chairman of the Executive Committee of UMLand.

Before becoming Malaysia’s fifth Deputy Prime Minister and Minister of Home Affairs from 1981 to 1986, Tun Musa Hitam held a number of key government posts, including Chairman of Federal Land Development Authority (FELDA), Deputy Minister of Trade & Industry, Minister of Primary Industries and Minister of Education. He has also held posts at international levels which included Chairman of the Commonwealth Parlimantary Association, member of the Board of UNESCO and leader of various Commonwealth Missions. Between 1990 and 1991, he was Malaysia’s Special Envoy to the United Nations and from 1995 to 2002, as the Prime Minister’s Special Envoy to the Commonwealth Ministerial Action Group. He was also leader of the Malaysian delegation to the UN Commission on Human Rights from 1993 to 1998 and Chairman of the 52nd Session of the Commission in 1995.

He is also the Chairman of Sime Darby Berhad and Lion Industries Corporation Berhad and a member of the Advisory Panel of Iskandar Regional Development Authority, Chairman of the World Islamic Economic Forum, Joint-Chairman of the Indonesia-Malaysia Eminent Persons Group, a member of the International Committee of the Red Cross (ICRC) International Advisors Group for Asia and Chairman of the CIMB Group’s International Advisory Panel. He was a Joint- Chairman of the Malaysia-China Business Council and Chairman of the Eminent Persons Group on the ASEAN Charter.

Tun Musa Hitam received his Bachelor of Arts Degree from University of Malaya and Masters Degree in International Relations from University of Sussex, United Kingdom. He also holds Honorary Doctorates from University of Sussex, University Malaysia Sabah, University of Malaya and University Technology MARA. He was a Fellow at the Centre for International Affairs, Harvard University, United States of America and is currently a Fellow of the Malaysian Institute of Management and a member of the Advisory Board of the Malaysian Journal of Diplomacy and Foreign Relations.

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

24 UNITED MALAYAN LAND BHD (4131-M) DATO’ NG ENG TEE DATUK SYED AHMAD KHALID SYED MOHAMMED Deputy Chairman/Executive Director Independent Non-Executive Director Non-Independent Non-Executive Director

Dato’ Ng Eng Tee, aged 62, Singaporean/Malaysian PR, Datuk Syed Ahmad Khalid Syed Mohammed, aged 62, joined the Board of UMLand on 31 October 1995 and Malaysian, was appointed to the Board of UMLand on 19 assumed the position of Joint Deputy Chairman/Executive October 1994. He is currently the Chairman of the Audit Director on 28 August 2002. On 31 October 2008, he was Committee, Nomination Committee and Remuneration re-designated as the Deputy Chairman/Executive Director Committee and member of the Executive Committee and of UMLand. He is the Chairman of the Tender Board Tender Board Committee of UMLand. Committee and member of the Executive Committee, Risk Committee and Option Committee of UMLand. Earlier in his career, he lectured Economics at UITM’s School of Business and Management. In 1976, he left UITM to join He is also the Managing Director of Chee Tat Holdings (S) Pte Pernas Securities Sdn Bhd as its Economist and began a Ltd. In addition, he is the President of King George Financial successful career in the private sector. Between 1978 and 1988, Corporation, listed on the Canadian Stock Exchange; and Datuk Syed Ahmad Khalid was MMC’s Head representative at also a founding life member of the Presidents Club of Phillip Brothers Inc. Group of Companies for both London and Simon Fraser University. New York offices. He returned to Malaysia in late 1980’s and worked in various senior management positions in several Dato’ Ng graduated from the Singapore Polytechnic. private and public companies amongst them being the Chairman of Century Logistics Holdings Berhad (a company Dato’ Ng is a brother to Ng Eng Soon, also a director of which he co-founded and was its’ substantial shareholder), UMLand. Being a nominee of Chee Tat Holdings (S) Pte Group Executive Director of Granite Industries Berhad and Ltd, a major shareholder of UMLand, he is deemed to be Executive Chairman of Berisford (M) Sdn Bhd. The latter is interested in certain recurrent related party transactions of an international commodities trading company which he a revenue and trading nature which are necessary for the established with Berisford Plc of United Kingdom. day-to-day operations of which UMLand and its subsidiaries may enter with Chee Tat Holdings (S) Pte Ltd. He has Currently, in addition to being a Director of UMLand, Datuk never been charged for any offence and there has been Syed Ahmad Khalid is a director and shareholder of several no business arrangements with UMLand in which he has private companies. An Asia Foundation scholar, Datuk Syed personal interests. Ahmad Khalid received his Masters of Arts (M.A.) Degree majoring in Economics and International Trade and Finance from Ohio University, United States of America in 1973.

He does not have any family relationship with any director or major shareholder of UMLand. He has never been charged for any offence and there has been no business arrangements with UMLand in which he has personal interests. 25 3URêOHRIDIRECTORS

DATUK NUR JAZLAN TAN SRI MOHAMED SYED AZMIN MOHD NURSIN @ SYED NOR Independent Non-Executive Director Non-Independent Non-Executive Director

Datuk Nur Jazlan, aged 46, Malaysian, was appointed to the Syed Azmin Mohd Nursin @ Syed Nor, aged 48, Malaysian, Board of UMLand on 19 October 1994. He is also a member was appointed to the Board of UMLand on 3 May 2006. He of the Audit Committee, Nomination Committee and is currently the Chairman of the Risk Committee and Option Remuneration Committee of UMLand. Committee and a member of the Executive Committee, Tender Board Committee, Nomination Committee and Remuneration In addition to his corporate experience, Datuk Nur Jazlan is also Committee of UMLand. active in politics. He is the Chief of UMNO Pulai, Johor and also the Chairman of Barisan Nasional (BN) for that division since He is currently the Executive Director of Amtek Holdings 2003. He was an EXCO Member of UMNO Youth from 1996 Berhad and he also sits on the Board of Tradewinds until 2004. He was a two term Member of Parliament for Pulai Corporation Berhad and Tradewinds (M) Berhad. and was re-elected as a Member of Parliament with the third largest majority among BN MPs in the general election held in He was an Executive Director of CN Asia Corporation Berhad March 2008. He is also a committee member of Public Accounts from 1997 to 2005 where he was responsible for the corporate Committee (PAC). affairs and business development. In 1999, he was one of the Founders/Director of an IT company, Commerce Dot Com Datuk Nur Jazlan also has wide corporate experience since Sdn Bhd which undertook one of the government’s electronic 1990. He is a Director of Ekowood International Berhad, TSH commerce project, e-Perolehan. Resources Berhad, Telekom Malaysia Berhad, Prinsiptek Corporation Berhad and Jaycorp Berhad, all of which are listed Syed Azmin graduated with a Bachelor of Science Degree, on the Main Market of Bursa Securities. He also sits on the majoring in Business Management from University of Berkeley, board of several other private limited companies. He was also United States of America. Upon his graduation in 1984, he was a Director of Penang Port Sdn Bhd from 2005 to 31 December involved in several private business ventures which included 2009. He was appointed as Chairman of UDA Holdings Berhad trading in commodities, housing development, manufacturing on 16 June 2010. and stock broking.

Datuk Nur Jazlan is a Fellow of the Association of Chartered He does not have any family relationship with any director of Certified Accountants (ACCA) United Kingdom and was a Council UMLand. He is a nominee of Tradewinds Corporation Berhad, Member and Chairman of Public Relations Committee of Malaysian a major shareholder of UMLand and a brother to YBhg Tan Sri Institute of Accountants as well as a Council Member of the Asean Dato’ Syed Mokhtar Shah bin Syed Nor, a deemed substantial Federation of Accountants (AFA) from 2001 to August 2011. shareholder of UMLand. Hence, he is deemed to be interested in certain recurrent related party transactions of a revenue Datuk Nur Jazlan does not have any family relationship with and trading nature which are necessary for the day-to-day any director or major shareholder of UMLand. He has never operations of which UMLand and its subsidiaries may enter with been charged for any offence and there has been no business Tradewinds Corporation Berhad and its Group. He has never arrangement with UMLand in which he has personal interests. been charged for any offence and there has been no business arrangements with UMLand in which he has personal interests.

26 UNITED MALAYAN LAND BHD (4131-M) NG ENG SOON PAKHRUDDIN SULAIMAN Non-Independent Non-Executive Director Independent Non-Executive Director

Ng Eng Soon, aged 55, Singaporean, was appointed to the Pakhruddin Sulaiman, aged 55, Malaysian, was appointed Board of UMLand on 31 October 1995. He is currently the to the Board of UMLand on 27 August 2007. He is also a Executive Director of Chee Tat Holdings (S) Pte Ltd. member of the Risk Committee and Audit Committee of UMLand. He graduated from the London School of Economics, United Kingdom with a Bachelor of Science Degree majoring in He started his career in 1985 as a legal assistant with several Economics. legal firms upon being called to the Malaysian Bar. He co- founded Messrs Mohd Khamil & Co in 1993 and was its Ng Eng Soon is a brother to Dato’ Ng Eng Tee, the Deputy Managing Partner till 2005. He is currently the Managing Chairman/Executive Director of UMLand. He is a nominee Partner of Messrs Pakhruddin & Partners. He also sits on the of Chee Tat Holdings (S) Pte Ltd, a major shareholder of Board of Tradewinds Plantation Berhad. UMLand. Hence, he is deemed to be interested in certain recurrent related party transactions of a revenue and trading Pakhruddin graduated from the University of London, United nature which are necessary for the day-to-day operations of Kingdom with a Bachelor of Laws (LL. B Honours) Degree in which UMLand and its subsidiaries may enter with Chee Tat 1982. He is also a Barrister-at-Law from Lincoln’s Inn. Holdings (S) Pte Ltd. He has never been charged for any offence and there has been no business arrangements with He does not have any family relationship with any director UMLand in which he has personal interests. or major shareholder of UMLand. He has never been charged for any offence and there has been no business arrangements with UMLand in which he has personal interests.

27 Management TEAM

Pee Tong Lim Lim Eng Kuan Zulkifly Garib Gan Teong Hock

PEE TONG LIM LIM ENG KUAN Group Chief Executive Officer Group Chief Operating Officer United Malayan Land Bhd United Malayan Land Bhd (Retired on 29 February 2012)

Pee Tong Lim, aged 62, Malaysian, joined the UMLand Group Lim Eng Kuan, aged 49, Malaysian, joined the UMLand in March 2005 as Director of Finance & Corporate. In this Group in May 2011 as Group Chief Operating Officer and is portfolio he was responsible for the financial management, responsible for the Group’s portfolio of niche development treasury function and corporate development of the Group. projects. He assumed the position of Group Chief Executive Officer (GCEO) on 16 September 2009 up to his retirement on He graduated with a Bachelor of Science Degree in Land 29 February 2012. As GCEO, he was responsible for the Administration from East London University and Master strategic direction and overall management and operations of Science in Project Management from Herriot Watt of the Group. University. He is also a member of The Royal Institution of Chartered Surveyors, United Kingdom, The Royal Institute He graduated with a Bachelor of Accountancy Degree from of Surveyors, Malaysia, Member of PEPS and a Registered the University of Singapore and is a registered member of Valuer & Estate Agent with the Board of Valuers & Estate The Institute of Certified Public Accountants, Singapore. Agents, Malaysia.

He has many years of experience in merchant banking; He has been in the property industry for over 23 years being involved in corporate finance, advisory and planning. with wide ranging experience in various multi-disciplinary He has held various senior positions in both private and capacities. He started his career in 1988 with Royal Life public entities in Malaysia and Singapore. He was also a Holdings, United Kingdom as an investment surveyor. Prior Director and member of the Audit Committee of UMLand to joining UMLand he has held various senior positions; as from October 1995 to March 2005. a General Manager in Hong Leong Property Management Co Sdn Bhd, Project Director with GIC Real Estate Pte Ltd in He does not have any family relationship with any director Malaysia, partner in Jones Lang Wootton, Senior GM in IGB or major shareholder of UMLand. He has never been Corporation Berhad and Head of FM in Citibank Berhad. charged for any offence and there has been no business arrangements with UMLand in which he has personal He does not have any family relationship with any director interests during his tenure of service up to 29 February 2012. or major shareholder of UMLand. He has never been charged for any offence and there has been no business arrangements with UMLand in which he has personal interests.

28 UNITED MALAYAN LAND BHD (4131-M) ZULKIFLY GARIB Director of Operations United Malayan Land Bhd

Zulkifly Garib, aged 51, Malaysian, joined the UMLand Group in August 2006 as Director of Operations and is responsible for the Group’s portfolio of township development projects.

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

He has over 17 years of property development experience and has held senior managerial positions with Land & General Berhad. Prior to joining UMLand, he was the Senior General Manager of UDA Holdings Bhd and Head of the Group’s Township Division.

Zulkifly Garib has served in the committee of the Building Services Technical Division of the Institution of Engineers, Malaysia and was a committee member of the REHDA Johor branch. He now serves in the committee of the REHDA (Selangor) branch.

GAN TEONG HOCK Group Chief Financial Officer United Malayan Land Bhd

Gan Teong Hock, aged 53, Malaysian, is a member of The Association of Chartered Certified Accountants, United Kingdom and The Malaysian Institute of Accountants. He began his training with Deloitte Kassim Chan before moving on to the commercial sector. Prior to joining UMLand as the Financial Controller in June 2006, he has worked with several public listed companies gaining experience in various industries which include property development, manufacturing, trading and services sectors. He was promoted to Group Chief Financial Officer in January 2012.

29 Management TEAM

NG TAY GUAN Head of Subsidiary Bangi Heights Development Sdn Bhd

Ng Tay Guan, aged 56, Malaysian, joined Bangi Heights Development Sdn Bhd, a subsidiary of UMLand in April 1997 as Assistant General Manager responsible for the project development in Bandar Seri Putra Township. He was appointed as the General Manager in January 2005 and is responsible for the company’s overall operations.

He graduated with a Bachelor of Science Degree in Civil Engineering from National Taiwan University, Taipei, Taiwan and a Master of Engineering Degree in Construction Management from Asian Institute of Technology, Bangkok, Thailand. He began his career as a Consultant Civil Engineer in 1982 with Jurutera Kosultant (SEA) Sdn Bhd and joined Abu Bakar & Associates Sdn Bhd in 1984.

He has 20 years of property development experience. He left the consultancy service and joined Country Heights Sdn Bhd in 1989 as the Project Manager and was appointed in 1994 as the Head of Project Department of Country Heights Holding Bhd, until October 1995. Prior to joining Bangi Heights Development Sdn Bhd in April 1997, he was the General Manager of Hua Yang Development Sdn Bhd.

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

Frankie Tan Kiat How, aged 49, Malaysian, joined Seri Alam Properties Sdn Bhd, a wholly-owned subsidiary of UMLand in 2006 as Head of Asset Management & Support Services. He was appointed Acting Head of Subsidiary in November 2010 and assumed the position as General Manager in January 2011. He is responsible for the overall development and growth of the township.

He graduated with a Master’s Degree in Business Administration from University of Sunshine Coast, Queensland, Australia and started his professional career in auditing with Coopers & Lybrand in 1982 before he moved to Pricewaterhouse in 1986. He has close to 10 years of auditing experience in diverse industries gained from the two international accounting firms (now merged as PricewaterhouseCoopers).

In 1991 he joined Chee Tat Holdings (M) Sdn Bhd and held various management positions in the area of finance and administration before being appointed as a Director of the Company in 2001. He has 15 years of experience in property development, investment and asset management.

30 UNITED MALAYAN LAND BHD (4131-M) Ng Tay Guan Frankie Tan Wong Kuen Kong Michael Goh

WONG KUEN KONG MICHAEL GOH ENG HANG Head of Subsidiary Head of Subsidiary Dynasty View Sdn Bhd UM Land Builders Sdn Bhd (formerly known as UM Land Bena Sdn Bhd)

Wong Kuen Kong, aged 57, Malaysian, joined Seri Alam Properties Michael Goh Eng Hang, aged 56, Malaysian, joined the Sdn Bhd, a wholly-owned subsidiary of UMLand, in 1990 as Head UMLand Group in January 2011 as General Manager, Project of Finance in Corporate & Finance Division responsible for the Supervision. He was appointed Chief Executive Officer of UM day-to-day financial management. He was subsequently assigned Land Builders Sdn Bhd (formerly known as UM Land Bena to Dynasty View Sdn Bhd as Acting Vice President in April 2005 to Sdn Bhd), a wholly-owned subsidiary of UMLand in 2012. He drive and take charge of the then new township known as Taman is responsible for the overall management and operation Seri Austin, which was successfully launched in July 2005. He left of UMLand’s construction and trading of building materials the Group and ventured into consultancy services in 2007. division.

He re-joined the UMLand Group in October 2008 as General Prior to joining UMLand Group, he was the Managing Director Manager for Dynasty View Sdn Bhd to boost Taman Seri Austin and Chief Executive Officer of Suremax Group Berhad from township to its highest level to compete with the many established 1980 to 2004, a company listed on the Main Board of Bursa surrounding developments. He is taking charge of and responsible Malaysia Securities Berhad and was instrumental in the for the overall management and operation of the Taman Seri Austin successful implementation and completion of numerous development. He was promoted to Senior General Manager in projects undertaken by the group. He has extensive experience January 2012. as a civil and building contractor and property developer for more than 20 years. He has more than 20 years experience in property development and is currently a member of the Malaysian Association of He does not have any family relationship with any director or Company Secretaries. He began his career as Senior Audit major shareholder of UMLand. He has never been charged Assistant in an Australian Audit firm in 1975. He then took up the for any offence and there has been no business arrangements position as Group Accountant for Hong Huat Realty Sdn Bhd and with UMLand in which he has personal interests. Datong Holdings Bhd in 1981 and 1982 respectively before joining Tai Wah Garments & Knitting Factory Sdn Bhd as Accountant in 1988. In 1990 he decided to go back to the property sector and joined Chee Tat Plantations Sdn Bhd which is now known as Seri Alam Properties Sdn Bhd.

United Malayan Land Bhd

Dato’ Ng Eng Tee Pee Tong Lim Lim Eng Kuan Deputy Chairman/Executive Director Group Chief Executive Officer Group Chief Operating Officer (Retired on 29 February 2012)

Zulkifly Garib Mohd Dinniah Yusof Gan Teong Hock Director, Operations Tax Advisory Group Chief Financial Officer

Tengku Mahmood Tengku Ismail Leong Chooi Kuen Zuraidah Mohamed Yusoff Liaison Corporate, Tax Planning & Risk Management Secretarial & Legal

Muhammad Hanif Husin Danial Gan Abdullah Bobby Chin See Wah Group Human Resources & Administration Strategic Planning Business Development

Ab Aziz Ab Hamid Kairin Romeena Abd Rauf Lim Siang Joo Group Security Group Public Affairs Group Information Technology

NICHE DIVISION

Lim Chin Tian Gan Kok Seong Technical Consultant Project Planning

Teo Lian Seng Neoh Kim Wah Project Planning Group Marketing & Sales

TOWNSHIP DIVISION

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

Frankie 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 Human Resources Human Resources Yasmin Daud Mohd Saifuddin Salehuddin Mohd Saifuddin Salehuddin Township Management Township Management Township Management Woo Wee Tiong Auw Yang Ho Chong Chee Hong Project Management Project Management Contract Administration Aw Wee Kiat Law Teck Seng Law Teck Seng Liaison Liaison Liaison Au Kar Sheng Seri Ramloo Ramaloo Indah Masayu Mohd Hashim Marketing & Sales Planning & Product Development Marketing

Maizatulasmah Saham Boey Chin Cheong Marketing & Sales Sales

CONSTRUCTION & TRADING DIVISION

UM Land Builders Sdn Bhd (formerly known as UM Land Bena Sdn Bhd)

Michael Goh Eng Hang Head of Subsidiary

32 UNITED MALAYAN LAND BHD (4131-M) 33 TAMAN SERI AUSTIN, ISKANDAR MALAYSIA TAMAN SERI AUSTIN sits on 500 acres of prime freehold land within Iskandar Malaysia. With its proximity and easy access to Johor Bahru City Centre and also the offering of good design and high quality homes, Seri Austin is fast gaining prominence with house buyers. Its latest development, Seri Austin Hills comprises of bungalows, semi-detached homes, cluster houses and super-link terrace houses. Set amidst a lush landscape of green parks and refreshing lakes, it is the epitome “Living by the Park” within a fully gated and guarded community. Seri Austin Hills will feature fibre optic telephone cables, grounded and concealed electric cables, fully extended lots including backyards, fully finished spacious interiors and two years’ complimentary TM UniFi high-speed broadband on selected phases. Operations REVIEW

MALAYSIAN PROPERTY INDUSTRY IN 2011

The property sector outperformed the broader Malaysian economy in the third quarter of 2011, despite the prolonged economic crises in the US and Europe. This positive development was spurred by government projects, especially those under the Economic Transformation Programme (ETP). The Malaysian property market continued to grow at a rapid pace in 2011 registering an overwhelming 430,403 transactions valued at RM137.83 billion, a growth of 14.3 per cent and 28.3 per cent respectively against 2010. This robust demand was attributed to a favourable macro-economic environment, improving consumer sentiment index and a low interest rate environment (despite Bank Negara Malaysia having raised the Overnight Policy Rate by 25 basis points to 3% in mid 2011), resulting in enhanced affordability ratio. However, the fourth quarter of 2011 had been more subdued as investors and financial institutions were seen adopting a more cautious stance as the economic crisis in the Euro zone worsened while expectations heightened on a soft-landing in China, India and other emerging economies. The Government’s measures of imposing a maximum loan-to-value ratio of 70% for the third residential property onwards, and increasing the real property gains tax to 10% for disposals within two years of acquisition, aimed to stabilise the property market, were also contributing factors. Nonetheless, this development was considered positive from a valuation and investment perspective as the market was in need of an adjustment in property prices to levels that were more justifiable.

Malaysia’s residential sub-sector continued to drive the property market in 2011, closing the year with house price index rising 9.9%, the fastest increment since 1996.

In Kuala Lumpur, the house price index surged by 12.2% in 2011, comparable to 2010. Price appreciation for residential properties in other states also marked an increase and though Johor’s residential properties prices have been less than stellar over the years, it nonetheless marked a 7% increase in 2011 while Penang recorded an 8.9% increase.

36 UNITED MALAYAN LAND BHD (4131-M) PERFORMANCE REVIEW Township Division

For the year under review, United Malayan UMLand’s long-term investment in township Land Bhd (UMLand or the Group) continued development has continued its strong record to capitalise on its solid track record in of high-quality mixed development. In the developing townships and niche projects in year under review, the Group witnessed the high growth areas of Klang Valley and a series of launches totalling 542 units of Iskandar Malaysia. Township development residential and commercial units in 2011, continued to be the main contributor to while a total of 514 units were completed in the Group’s revenue. Whilst the Group the year in all three townships. Revenues for maintained its momentum at enhancing the township division was up by RM24.6 million value of its township division, which provides from RM208.0 million in FY2010 to RM232.6 recurring income, it continues to expand its million in FY2011, with a profit of RM41.1 niche division through projects that provided million. further catalyst for growth.

Under the township division, the Group operates three townships, namely Bandar Seri Alam and Seri Austin in Iskandar Malaysia, Johor and Bandar Seri Putra in Bangi, Selangor.

In the niche division, continuing from the Group’s momentum in the three successfully completed and fully sold residential serviced apartments and condominiums projects, namely Seri Bukit Ceylon at Jalan Bukit Ceylon, Suasana Sentral Loft at KL Sentral and Suasana Bangsar, the Group launched another high-end serviced residences, the 310-unit Suasana Bukit Ceylon, in the enclave of Bukit Ceylon which contributed significantly to the Group’s revenue and profit in the year ended 31 December 2011 (FY2011).

UMLand delivered profits before tax of RM80.8 million in FY2011, an increase of 8.7 % from RM74.3 million recorded in the preceding year ended 31 December 2010 (FY2010), on the back of RM323.5 million in revenue. Profit attributable to the owners of the Group was RM56.9 million for FY2011. The Group’s balance sheet and liquidity remained strong, with net assets of RM969.1 million at the end of 2011.

37 Operations REVIEW

The Group is also pleased to announce that its flagship township of Bandar Seri Alam, sprawled over 3,762 acres of land has continued on its successful trajectory of transformation towards being the education hub in the Eastern Gate of Iskandar Malaysia. The line-up of educational institutions already established and to be set up in Bandar Seri Alam includes the Nam Heng Chinese Primary School and four other primary schools, six secondary schools and five religious schools, University Kuala Lumpur, University Teknologi MARA, Masterskill University College of Health Sciences, MARA Junior Science College, Malaysia Art School, a Japanese International School, HELP University and also Excelsior International School. With this complete array of local and international education establishments, ranging from primary to tertiary education, Bandar Seri Alam has rightfully earned the distinction of the “City of Knowledge.”

UMLand has further cemented its reputation as a strategic education player in Iskandar Malaysia with the signing of an agreement with Singapore-based Raffles Campus Pte Ltd (RCPL) to form a joint venture called Raffles Campus (Seri Alam) Sdn Bhd (RCSA), to develop an international school for use by RCPL as its Johor campus. The gross development cost of the project’s initial phase is estimated at RM45 million and construction is expected to commence in the second half of 2012 and complete by June 2013.

Adding to Bandar Seri Alam’s cachet as a fully-integrated mixed township development is its host of amenities: a commercial centre with five banks, the Regency Specialist Hospital; the 9-hole Christine Resort golf course; Amansari Residence Resort, a 4-star hotel with conference and banquet facilities; Tesco hypermarket; McDonald’s 24-hour drive-through restaurant and the Big Valley Ranch with recreational and horse-riding activities. The regional Police Headquarters (Ibu Pejabat Polis Daerah or IPD) is also sited in Bandar Seri Alam.

As at 31 December 2011, Bandar Seri Alam has a balance of approximately 1,117-acre land for future development, with an estimated gross development value (GDV) of approximately RM3 billion. To cater for the need of the future development and the transformation of the

38 UNITED MALAYAN LAND BHD (4131-M) township, the Group has established a new corporate office and sales gallery in Bandar Seri Alam known as Galleria Seri Alam.

FY2011 was also positive for Seri Austin, UMLand’s other township located in Iskandar Malaysia, a 500-acre mixed development in the fast growing Tebrau Corridor. As at 31 December 2011, Seri Austin has a balance of approximately 180 acres of land for future development with estimated GDV of RM900 million for its future develoments.

Located in the Tebrau growth corridor, Seri Austin boasts excellent accessibility via the North-South Expressway, Pasir Gudang Lumpur City Centre, the 34-storey Suasana Highway and Tebrau-Kota Tinggi Highway Bukit Ceylon residential serviced apartment and only a 15-minute drive to get to Johor development comprises 310 units with built- Bahru city centre via the new Eastern up areas ranging from 721 to 1,582 sq ft. and Dispersal Link Expressway. The township is due for completion in 2013. is surrounded by amenities which include two 36-hole golf courses and country During the year under review, revenue from club resorts, two international colleges, the Group’s niche division stood at RM89.8 Sunway International College and KFCH million and its profit was RM18.4 million, International College , and two international mainly contributed by Suasana Bukit Ceylon. schools - Fairview International School and Austin Heights International School, along OUTLOOK AND PROSPECTS with the Sultan Ismail Hospital and three shopping malls namely Carrefour, Tebrau Overall, the property market is expected to City and Tesco Tebrau. moderate this year with prices likely to see minor adjustments due to the uncertain global In Klang Valley, located in the southern economic environment with the ongoing corridor of Bangi within the Multimedia Super unresolved Euro-debt crisis and prevailing Corridor of Selangor is Bandar Seri Putra, weaknesses in the US economy. However, UMLand’s integrated township covering 898 Malaysia’s major property developers are acres of freehold development land with a expected to continue with new projects as balance of approximately 190 acres of land the government pushes ahead with large remains to be developed and estimated GDV scale infrastructure plans while local and of RM760 million. overseas investors continue to look for new opportunities. Niche Division

To complement its township division as well as significantly advance the Group’s mission to become a premier lifestyle property group is UMLand’s niche division. The division launched another exciting high-end serviced residences, the 310-unit Suasana Bukit Ceylon, during the year under review. Sited on 1.5 acres of freehold land within the Bukit Ceylon enclave bordering the Kuala

39 Operations REVIEW

The project is being developed by Nusajaya Consolidated Sdn Bhd, a 50:50 joint venture between UMLand and UEM Land Berhad, a wholly owned subsidiary of UEM Land Holdings Berhad. Somerset Puteri Harbour is a low rise serviced residences development strategically located at the Puteri Harbour integrated waterfront and marina development in Iskandar Malaysia. Scheduled for opening in 2013, Somerset Puteri Harbour is the first serviced residence in Nusajaya and will be managed by The Ascott Group, a world renowned serviced residence owner-operator. Thanks to the close proximity to Singapore, the development of Iskandar Malaysia, which In the pipeline is a mixed commercial has seen several billion ringgit in projects development comprising of a hotel, a launched in the past two years, coupled serviced apartment and retail podium at Jalan with incentives and infrastructure initiatives Wong Ah Fook in Johor Bahru City Centre. undertaken by the Malaysian government to Covering 1.5 acres, this upcoming project in attract international investors, will continue Iskandar Malaysia is situated near the Johor to be an attractive investment destination for Bahru Customs, Immigration & Quarantine Singaporeans as well as other regional buyers. Centre and Persada Convention Centre. It is expected to be launched in the second half of Against this back drop, UMLand will build on 2012. With the Johor Bahru City Hall recently its impetus and continue to push forward with having announced their river transformation more launches in both township and niche cum-beautification project proposed by the divisions this year. Johor State Government, the Group expects this project to be well received. Township Division In addition to the above, also in the A total of 1,500 units are slated to be launched pipeline are two other niche projects. The by the township division in 2012, among first is the proposed mixed development which is the landed strata development of of office, commercial and residential Sapphire 8 precinct in Bandar Seri Alam. units on a piece of 4.3-acre freehold land This is Seri Alam’s first high-end, gated and along Jalan Mayang in the KLCC vicinity, a guarded development comprising of 2-storey 50:50 joint venture development between link houses and 2-storey semi-detached UMLand and Bolton Bhd. This land was homes. Developed on a well-planned 10- originally planned for luxurious twin-tower acre green living enclave of exclusive garden condominium but has since been replanned homes, Sapphire is nestled in one of the most to suit the changing market demand. With exclusive zones of Bandar Seri Alam. its revised plan in place, this project is expected to be ready for launching in 2013. Niche Division The other project is the mixed development Another niche project, the 168-unit on a second parcel of land in Puteri Harbour in Somerset Puteri Harbour, a stylish waterfront close proximity to the Group’s Somerset Puteri serviced residence fronting marina of Harbour. Riding on the success of Somerset Puteri Harbour, within Nusajaya, Iskandar Puteri Harbour, this second development Malaysia was launched in February 2012. in Puteri Harbour is expected to do well.

40 UNITED MALAYAN LAND BHD (4131-M) New Land Bank ACKNOWLEDGMENTS

As part of UMLand’s growth strategy, the On behalf of the management team, I would Group is looking to capitalise on its solid track like to thank the Board of Directors of UMLand record, experience and presence in Iskandar for their invaluable support and guidance Malaysia to further grow and strengthen its which has solidified the Group through position in this emerging property market another productive year. The management hot spot. Towards this objective, UMLand also wishes to thank Mr Pee Tong Lim, who had in November 2011, completed the retired as the Group Chief Executive Officer acquisition of the entire equity interest in on 29 February 2012, for leading the team to Tentu Teguh Sdn Bhd which has acquired 333 high achievements throughout his tenure at acres of freehold land in the Eastern Gate of UMLand. Iskandar Malaysia; and is also in the midst of completing the acquisition of a parcel of Our appreciation also goes to the Group’s 629-acre land in Pulai under a 51:49 joint- employees, who are responsible for the day- venture with Tradewinds Johor Sdn Bhd. The to-day operations, whose dedication has led proposed mixed development of Pulai land to the Group’s good performance. Deep and will feature industrial and technology parks, sincere gratitude also goes to our customers, commercial, logistics and transportation hubs purchasers, suppliers, business associates, and supporting residential components. partners, bankers and authorities and all who have played a role in one way or another On 29 March 2012, the Group also entered towards a successful year for UMLand. into a collaboration agreement with Iskandar Investment Berhad to explore investment I am confident that the professionalism of opportunity with a view of acquiring land our management team will continue to place bank in the Business District of Medini, a us in good stead in the highly competitive, strategically planned development area fast-paced market to realise UMLand’s within Nusajaya, Iskandar Malaysia. Medini vision of becoming a property developer of is one of the 8 catalyst developments of distinction that creates quality lifestyles and Nusajaya and has been granted incentives for communities. foreign investors unique to Medini.

With its existing land bank and new acquisitions, UMLand has a sizeable land bank and is able to constantly evolve to meet the new and fast-changing operating environment and constantly reviews its business plan to enable it to continue to develop its portfolio. A key facet of our strategy includes prudent development of DATO’ NG ENG TEE projects according to demand and market Deputy Chairman/Executiveve DirectoDirectorr conditions, as well as constantly monitoring and analysing the market to roll out new projects. This approach has remained a fundamental strength of the Group which demands the management to be creative and flexible. The Group will also prioritise the progression of projects according to the availability of financial resources and specific market conditions surrounding each project.

41 Iskandar Malaysia presents an all-encompassing region at the Southern Gateway of Malaysia. Covering an area of 2,217 square kilometres; stretching from West to East - the town of Pontian to Pasir Gudang, and from North to South - Senai to the city of Johor Bahru, this behemoth vibrant development zone is an economic gemstone for Malaysia, a towering achievement and a magnet for a multitude of investments. E North-South Junction 1 UMLand is one of the largest property developers in Iskandar (NSJ 1) Malaysia with a total land bank of more than 1,600 acres within this region. The Group’s development blueprint underscores its current and future focus in Iskandar Malaysia with projects in four out of the five flagship zones.

Malaysia Medini Land

Iskandar Malaysia CS3 Puteri Harbour

Somerset Puteri Harbour

t NORTH-SOUTH JUNCTION 1 (NSJ 1) t SOMERSET PUTERI HARBOUR UMLand’s joint venture with Tradewinds Johor Sdn Bhd to develop a This is a joint venture between UMLand and UEM Land Bhd, piece of freehold land measuring 629 acres in Pulai Jaya into a mixed the master developer of Nusajaya in Nusajaya’s Puteri Harbour development comprising industrial and technology parks, commercial, which is a premier waterfront destination in the region. This niche logistics and transportation hub as well as residential components. development consists of twin blocks of 168 units of luxurious boutique concept serviced apartment residence at the scenic t MEDINI LAND waterfront and marina of Puteri Harbour. In March 2012, UMLand entered into a collaboration agreement with Iskandar Investment Berhad to explore on investing in Medini Land. t CS3 PUTERI HARBOUR Medini located in the Centre Business District of Nusajaya, Iskandar UMLand’s second joint venture with UEM Land Bhd, Parcel CS3 Malaysia is primed to be the next focal point of international interests is a 6.7-acre near Somerset Puteri Harbour. Riding on the success with catalytic projects of health, educity, wellness and tech-media of Somerset Puteri Harbour, UMLand is set to grow its niche parks and villages. development plans in Puteri Harbour, with the proposed mixed development in CS3. ISKANDAR MALAYSIA FLAGSHIP ZONES

A JOHOR BAHRU CITY

B NUSAJAYA

C WESTERN GATE DEVELOPMENT

D EASTERN GATE Iskandar DEVELOPMENT E SENAI-SKUDAI

Seri AustinAustin TownshipTownship Malaysia

Cahaya Baru Land

Seri Alam Township

Johor Bahru City A Commercial Land D

Singapore

t JOHOR BAHRU CITY COMMERCIAL LAND t SERI ALAM TOWNSHIP Prominently located on Jalan Wong Ah Fook in the Johor Bahru Central UMLand’s flagship fully integrated township development at the Business District, is the site of UMLand’s new multi-million ringgit mixed Eastern Gate of Iskandar Malaysia. Recognised as the ‘City of development project comprising a hotel block, a serviced apartment Knowledge’, Seri Alam is the education hub in the Eastern Gate of tower and a retail podium on a 1.5-acre freehold commercial land. Iskandar Malaysia with a complete array of both public and private education establishments from primary to tertiary education. t SERI AUSTIN TOWNSHIP A mixed township of residential and commercial development in the fast t CAHAYA BARU LAND growing Tebrau corridor. UMLand’s acquisition of 333-acre freehold land located in the Felda Cahaya Baru marks another significant proposed development by the Group in the Eastern Gate of Iskandar Malaysia. Corporate RESPONSIBILITY

United Malayan Land Bhd (UMLand) and its subsidiaries CONTRIBUTION TOWARDS HUMANITARIAN CAUSES continued with its Corporate Responsibility undertaking by t 4"1BDUJWBUFEJUT'MPPE"JE5FBNUPBTTJTUWJDUJNTPGUIF giving back to society through four core areas mainly the flood in Masai and Pasir Gudang area Community, Environment, Education and in Human Capital. t #BOHJ)FJHIUT%FWFMPQNFOU4EO#IE #)% DPOUSJCVUFE to the development of Surau Syaidina Umar Al Khattab t 6.-BOEDPOUSJCVUFEUP%PXO4ZOESPN"TTPDJBUJPOPG UMLAND AND COMMUNITY Malaysia in conjunction with the 10th Annivesary of the Community relations projects were amongst the priority in our Down Syndrom Association of Malaysia effort as a caring corporate body to foster a strong relationship t 6.-BOE XBT JOWPMWFE JO 1Malaysia Amal Media with our stakeholders. The focus has always been to establish programme organised by NSTP Group. a better relationship with society through the participation of t 6.-BOE DPOUSJCVUFE UP UIF )PVTF #VJME 1SPKFDUT employees in community activities. organised by Housing and Local Government Ministry of Malaysia We have strengthened our relationship with the local communities, especially in our three main townships, i.e. Bandar Seri Putra in Bangi, Taman Seri Austin and Bandar Seri UMLAND AND ENVIRONMENT Alam in Johor. We acknowledge, in the true spirit of giving, UMLand commits itself to good environmental practices in its caring goes beyond just cash donations. businesses. We recognise that our activities must be carried out responsibly due to the fragile ecosystems in certain areas During the period under review, UMLand’s communal we operate in. activities comprised organising festival celebrations with the unfortunate and contribution towards humanitarian causes. Besides ensuring that we operate in accordance with the highest environmental standards, we also take proactive steps FESTIVAL CELEBRATIONS WITH THE UNFORTUNATE to increase awareness towards environmental conservation t %ZOBTUZ7JFX4EO#IE %74# DFMFCSBUFE$IJOFTF/FX within the local communities impacted by our presence. Year at Sherun Old Folk Home & Handicap Centre t 4FSJ "MBN 1SPQFSUJFT 4EO #IE 4"1 PSHBOJTFE i;JBSBI For example, environmental awareness campaigns such Ramadhan” to the Pediatrics Ward in Hospital Sultan Ismail as the Earth Day Celebration by DVSB were successfully t %74# PSHBOJTFE #SFBLJOH PG GBTU XJUI 4QBTUJD $IJMESFO carried out. Apart from that, an Environment Rehabilitation Association of Johor and Environmental Awareness Programme was also held for t 6.-BOE DFMFCSBUFE 3BNBEIBO XJUI 0SQIBOT GSPN students and teachers of SJK (C) Nam Heng in Bandar Seri Rumah Nur Hikmah and Media Alam 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 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 would be an advantage.

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

44 UNITED MALAYAN LAND BHD (4131-M) Apart from that, in order to motivate and encourage some brilliant students to keep improving themselves in their studies, SAP has awarded the best students in Bandar Seri Alam who excelled in their National exams with some cash, trophies and certifications.

An educational trip to Aquaria KLCC with the children from Desa Amal Jireh was also in line with UMLand’s objective to expose under--privileged children with educational and fun activities.

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 the UMLand family to nurture a culture of hard work, discipline and creativity. Comprehensive training in terms of functional and soft skills is continuously rolled out within the group. We are also committed to developing a pool of talent that can be nurtured into UMLand’s future leaders, in tandem with our objective to create human capital, providing service excellence to stakeholders and to be the preferred employer.

Various types of trainings for different levels of employees are widely implemented throughout the Group to foster greater cooperation and understanding between staff and to instill UMLand’s core values. On-going social activities such as annual dinners, company trips and awards recognition such as staff performance appreciation and best employee award are all part of the programmes provided to the employees.

45 Corporate CALENDAR 2011

A B January CSR: Contribution to Flood Victims Seri Alam Properties Sdn Bhd (SAP) UMLand through SAP activated its Flood Aid Team to assist victims of the recent flood in Johor especially at Masai and Pasir Gudang area.

Charity Lunch in Conjunction with Chinese New Year Celebration at Sherun Old Folk Home & Handicap Centre Dynasty View Sdn Bhd (DVSB) The management and staff of DVSB organised a charity lunch in conjunction with Chinese New Year Celebration at the Sherun Old Folk Home & Handicap Centre. A

Contribution to the Development of ‘Surau’ in Bandar Seri Putra Bangi Heights Development Sdn Bhd (BHD) Held in BHD’s office, a cheque of RM250,000 was presented to the representative of Bangi and Kajang UMNO committee member. The contribution was to bear the cost for the construction of Surau Syaidina Umar Al Khattab which is located at Phasa 7, Bandar Seri Putra, Bangi. February Seri Alam Pongal Celebration Seri Alam Properties Sdn Bhd (SAP) SAP organised a Pongal celebration, which in Hindu means “boiling over” of milk in the clay pot to symbolise the abundance for the household and to give thanks to the Sun God during the Harvest Celebration of Hindu. This is the first time Pongal was celebrated in Bandar Seri Alam.

Phase 3A1C “Azolla 2” – Spacious Homes with Better Connectivity Dynasty View Sdn Bhd (DVSB) About 1,500 guests gathered at the Azolla 2 Show House on 20 February 2011 to witness the official launch of 55 units of 22’x75’ wide Double Storey Terrace House by the General Manager of DVSB, Mr Wong Kuen Kong. This was the 3rd parcel launched at Phase 3A located within a gated and guarded community, thus giving home buyers a peace of mind on safety and security. B

46 UNITED MALAYAN LAND BHD (4131-M) TM-SAP HSBB Service Agreement Signing Ceremony Seri Alam Properties Sdn Bhd (SAP) SAP inked a 3-year service agreement with Telekom Malaysia Berhad on 21 Feb 2011 for the provision of network infrastructure and high speed broadband (HSBB) services to Bandar Seri Alam. March CSR: Walk for Your Health Seri Alam Properties Sdn Bhd (SAP) SAP participated in the Walkathon for Community Service on 6 March 2011 at Dataran Bandaraya Johor Bahru. The event was organised by the Rotary Club of Johor Bahru. More than 300 participated in the event and a donation of RM3,000 was presented to the Rotary Club. April Seri Austin Earth Day Charity Walk Dynasty View Sdn Bhd (DVSB) More than 400 Seri Austin residents thronged the Seri Austin Sales Gallery as early as 6.30 a.m. to participate in the Seri Austin Earth Day Charity Walk, organised by DVSB. Held on 18 April 2011, the CSR programme was organised in conjunction with World Earth Day and its proceeds were donated to the Japan Disaster Relief Fund. A total of RM6,436 was presented to the Malaysian Red Crescent (Johor). C

Phase 11(B) Legundi Residensi Official Launch Bangi Heights Development Sdn Bhd (BHD) On 16 April 2011, BHD organised an official launch of Phase 11(B) Legundi Residensi, another quality home project in Bandar Seri Putra. Named after a local plant, Legundi Residensi offers limited landed residential units comprising 1 Bungalow unit, 12 Semi-D units and 52 Cluster Home units. D

C D

47 Corporate CALENDAR 2011

MOU between SAP and Raffles Campus Seri Alam Properties Sdn Bhd (SAP) A MOU was entered into between SAP and Singapore’s Raffles Campus Pte Ltd to establish a state- of-the-art campus in Bandar Seri Alam. E May Donation to Down Syndrome Association of Malaysia United Malayan Land Bhd (UMLand) On 15 May 2011, a charity lunch was held at Dewan Perdana Felda to raise funds in conjunction with the 10th Anniversary of the Down Syndrome Association of Malaysia. The initiative was to build a vocational center on the premise. A cheque of RM5,000 was presented to the Patron of the Association, YB Datuk Mukhriz Tun Dr. Mahathir. F

Iskandar Wealth Conference United Malayan Land Bhd (UMLand) On 24 May 2011, The Wealth of Iskandar Malaysia Conference was held at PERSADA, Johor International Convention Centre. The emphasis of the conference was to showcase the Wealth of Iskandar Malaysia to the world where there is an opportunity for all to participate. UMLand was the main sponsor for the event.

Badminton Tournament in Bandar Seri Putra Bangi Heights Development Sdn Bhd (BHD) For the first time, on 22 May 2011, BHD organised a badminton tournament for the residents of Bandar Seri Putra. 36 teams participated in the tournament held at Sekolah Menengah Kebangsaan Seri Putra. The objective of the tournament was to strengthen the relationship between BHD and the residents of Bandar Seri Putra. G

SAP-IRDA Annual Golf Challenge 2011 Seri Alam Properties Sdn Bhd (SAP) SAP in collaboration with Iskandar Region Development Authority (IRDA) organised an Annual Golf Challenge which was held at Horizon Hills Golf & Country Resort on 29 May 2011. This annual event was aimed to strengthen relationship between both organisations.

E F G

48 UNITED MALAYAN LAND BHD (4131-M) H I June 50th Annual General Meeting (AGM) United Malayan Land Bhd (UMLand) UMLand’s 50th Annual General Meeting & Extraordinary General Meeting was held at the Crowne Plaza Mutiara Kuala Lumpur, whereby shareholders approved the audited financial statements for the financial year ended 31 December 2010.

UMLand posted revenues of RM316.9 million for the financial year 2010 against RM208.5 million from the year before on the back of good profit contribution from both the Township and Niche Divisions of the Group. H

UMLand’s corporate presentation at Malaysia Gems 2011 in Singapore United Malayan Land Bhd (UMLand) UMLand was showcased at the Malaysia Gems 2011, an investor relations event, jointly organised by ShareInvestor and The Singapore Business Times and supported by Bursa Malaysia. The event was held in the DBS Auditorium in Shenton Way, the central business district of Singapore.

The full-day event brought awareness to Singaporean investors of selected Malaysian public listed companies (PLC) offering opportunities to investors to invest in these companies. More information about this event including a video presentation on UMLand by our Group CEO can be found on www. malaysiaplc.com and www.umland.com.my/ir.

July 1Malaysia Amal Media Programme organised by NSTP Group United Malayan Land Bhd (UMLand) On 29 July 2011, the Sports and Recreation Club of New Straits Times Press (M) Berhad organised the 1Malaysia Amal Media for the 9th time in conjunction with the fasting month of Ramadhan. UMLand contributed a sum of RM5,000 towards the programme with the objectives to help the under-privileged children and poor family.

Environment Rehabilitation Programme with EMBio Technology Application Dynasty View Sdn Bhd (DVSB) On 24 July 2011, about 1000 people including students from seven surrounding schools gathered at the Seri Austin Sales Gallery to participate in the Environment Rehabilitation Programme jointly organised by Majlis Bandaraya Johor Bahru (MBJB) and DVSB. The objective of the event was to create a better and healthier environment. I 49 Corporate CALENDAR 2011

J K L

Official Launch of Phase 5A ’Emery’ & Seri Austin’s th6 Anniversary Celebration Dynasty View Sdn Bhd (DVSB) The ‘Emery’ double-storey terrace houses were successfully launched on 23 July 2011 and attended by more than 500 people. It was also the 6th Anniversary of DVSB. J

UMLand’s Company Trip and Annual Dinner 2011 United Malayan Land Bhd (UMLand) UMLand organised a company trip and Red & Black theme Annual Dinner for the staff of UMLand at The Swiss Garden Resort and Spa, Kuantan, Pahang. This annual event was a way to show appreciation to all staff for their commitment and support for the Group. August Distribution of Bubur Lambuk in Bandar Seri Putra, Bangi Bangi Heights Development Sdn Bhd (BHD) In conjunction with the holy month of Ramadhan, BHD and its committee organised distribution of bubur lambuk to all residents, held every Friday. The objective was to strengthen BHD’s rapport with residents in general. K

Ziarah Ramadhan to Pediatrics Ward, Hospital Sultan Ismail Seri Alam Properties Sdn Bhd (SAP) SAP staff visited and contributed to the children from the Paediatrics Ward of Hospital Sultan Ismail, Johor Bahru, Johor, some of whom are battling life threatening illnesses.

UMLand Celebrated Ramadhan with Orphans and Media United Malayan Land Bhd (UMLand) A total of 60 orphans from Rumah Nur Hikmah and media gathered at Crowne Plaza Hotel to break fast in conjunction with the Holy month of Ramadhan. The event was a way to share with the less fortunate the warm spirit of Ramadhan, as well as to celebrate Hari Raya Aidilfitri.

It was also to show appreciation to the media for their continuous support to UMLand throughout the years and to enhance goodwill and relationship with the media and society.

UMLand presented RM10,000 to Rumah Nur Hikmah Orphanage, Kajang as well as ‘duit raya’ and souvenirs to the orphans. L

50 UNITED MALAYAN LAND BHD (4131-M) Acquisition of Commercial Land in Bandar Seri Alam Seri Alam Properties Sdn Bhd (SAP) The Group acquired a piece of freehold commercial land measuring 8.89 acres in Bandar Seri Alam for a consideration of RM19.4 million. The commercial land is intended to be developed into a commercial and retail complex which will complement the existing amenities and facilities within the township. The proposed retail complex will enhance the lifestyle of the existing residents of Bandar Seri Alam township.

Bonus Issue to Shareholders of 1 New Share for Every 4 Shares Held United Malayan Land Bhd (UMLand) UMLand implemented a Bonus Issue to reward existing shareholders for their continued support and loyalty to UMLand. The Bonus Issue involved the issuance of 69,490,254 new shares (Bonus Shares) on the basis of 1 Bonus Share for every 4 existing shares. The bonus issue exercise was completed on 25 August 2011 with the listing of 60,325,781 Bonus Shares resulting in the increase of UMLand’s share capital from 241,705,233 to 302,031,014 shares of RM1.00 each. September Bangi Heights Development Raya Celebration Bangi Heights Development Sdn Bhd (BHD) BHD held a Jamuan Hari Raya for all the staff. Almost everyone turned up in their Hari Raya outfit and prizes were awarded to the best dressed participants.

Lantern Festival at Leng Suah Chee, Bandar Seri Alam Seri Alam Properties Sdn Bhd (SAP) The Moon Cake Festival was organised by the Leng Suah Chee Temple. Every year, the event draws thousands of people from all over Johor to Bandar Seri Alam. M On 10 September 2011, SAP’s General Manager, Mr Frankie Tan, presented a cheque of RM10,000 as contribution towards the event. YB Dato’ Seri Mohamed Khaled Nordin, Member of Parliament of Pasir Gudang did the honour of officiating the festival which was also attended by YB Tan Cher Puk, ADUN Johor Jaya. M

Meriah Aidilfitri & Local Agenda Seri Alam Properties Sdn Bhd (SAP) The annual event was held at Galleria Seri Alam on 25 September 2011. SAP collaborated with Majlis Perbandaran Johor Bahru Tengah and the local community through the “gotong-royong” process towards the preparation of the event. Malay traditional specialties such as rendang, lemang, satay and ketupat were among the delicacies. N

51 Corporate CALENDAR 2011

O P Q October World Habitat Day 2011: UMLand Contributed RM20,000 for the House Build Projects United Malayan Land Bhd (UMLand) On 3 October 2011, World Habitat Day 2011 was held at PICC Putrajaya, whereby UMLand was among the contributors to the 2011 House Build Projects, a programme organised by the Housing and Local Government Ministry of Malaysia. A cheque of RM20,000 was presented to the Minister of Housing and Local Government, YB Dato’ Wira Chor Chee Heung. O

The Ascott Limited to Manage Somerset Puteri Harbour Nusajaya Consolidated Sdn Bhd (NCSB) On 25 October 2011, NCSB entered into two agreements with The Ascott Limited (Ascott) for Ascott to provide technical advisory services as well as to manage and operate 204 units of service residences to be known as “Somerset Puteri Harbour” in Nusajaya.

Under the Technical Advisory Agreement, Ascott will provide technical advisory services to NCSB during the development of Somerset Puteri Harbour while pursuant to the Serviced Residence Management Agreement which was signed by NCSB’s subsidiary Clear Dynamic Sdn Bhd, Ascott will manage and operate the serviced residences on behalf of NCSB upon its expected completion in 2013. P

Community Policing in Bandar Seri Putra Bangi Heights Development Sdn Bhd (BHD) On 1 October 2011, the Malaysian Royal Police with the Residents and Committee of Bandar Seri Putra Bangi organised a programme to impose the importance of community policing to the neighbourhood and community. The event was held at the Sales Gallery of BHD. Q November Launching of Legundi Residensi Series II Bangi Heights Development Sdn Bhd (BHD) In November 2011, BHD launched its new project called “Legundi Residensi Series II” 52-units double storey cluster houses, 16-units double storey semi-detached houses and 3-units bungalow was launched with the selling price starting from RM708,000, RM888,000 and RM1,385,000 respectively. The houses of Legundi Residensi Series II offer a modern design with alternating facades for more exclusive streetscape.

52 UNITED MALAYAN LAND BHD (4131-M) Acquisition of new land bank in Iskandar Malaysia United Malayan Land Bhd (UMLand) Continuing with the Group’s strategy to strenghten its presence in Iskandar Malaysia, UMLand acquired 100% equity interest in Tentu Teguh Sdn Bhd which owns land measuring 332.68 acres in the Eastern Gate of Iskandar Malaysia for an aggregate consideration of RM62.7 million after assuming the liabilities of the company, which was at a 38% discount to the market value of the land of RM100.7 million.

The land is within close proximity to our flagship township of Bandar Seri Alam, Pasir Gudang Port and Tanjung Langsat industrial area, with accessibility to the Senai-Desaru Highway via the Cahaya Baru Interchange. The proposed development for this land comprises residential and commercial properties complemented by community parks and amenities.

EM (Effective Microorganism) Programme with SJK (C) Nam Heng, Bandar Seri Alam Seri Alam Properties Sdn Bhd (SAP) SJK (C) Nam Heng was the first of five schools in Bandar Seri Alam approached by SAP in their efforts to widen the use of EM in promoting awareness about saving the earth. About 400 students and teachers from SJK (C) Nam Heng participated in the mud ball R making programme held on 14 November 2011. GM Frankie Tan accompanied Johor Jaya State Assemblyman, YB Tan Cher Puk to officiate the programme. Together, the participants produced more than 12,000 mud balls. R December UMLand fun and educational trip to Aquaria KLCC with the children from Desa Amal Jireh United Malayan Land Bhd (UMLand) On 15 December 2011, UMLand organised an educational trip to Aquaria KLCC with 40 under-privileged children from Desa Amal Jireh. The educational trip was to S have a fun, knowledgeable and outgoing trip with under-privileged children.

Excelsior International School in Bandar Seri Alam Seri Alam Properties Sdn Bhd (SAP) Following the MOU in April 2011, SAP and Singapore’s Raffles Campus Pte Ltd formally signed a joint venture agreement on 11 December 2011 to establish a joint venture company called Raffles Campus (Seri Alam) Sdn Bhd to develop Excelsior International School, the first international school of Raffles Campus in Bandar Seri Alam within Iskandar Malaysia, in Johor. The campus will be completed in 2013 and will accommodate the first batch of 2000 students. S

2nd EM (Effective Microorganism) Programme with YB Dato’ Seri Khaled Nordin Seri Alam Properties Sdn Bhd (SAP) In continuing with the efforts of Greening Seri Alam, a follow-up event on the 1st EM programme was held on 4 December 2011. The Minister of Higher Education and Member of Parliament, YB Dato’ Seri Mohamed Khaled Nordin was invited as a VVIP to officiate the event held at the Galleria Seri Alam.

53 BANDAR SERI PUTRA, BANGI, SELANGOR

BANDAR SERI PUTRA is located in the southern corridor within the Multimedia Super Corridor in Selangor. This integrated township on 898 acres of freehold development land is a fully integrated township with optimum mix of residential, commercial and recreational facilities; and has easy access from the North-South Highway via an interchange built jointly by UMLand and the developer of the neighbouring Bukit Mahkota. Its latest development, Legundi Residensi features a modern and contemporary home design with a larger and more spacious layout which is set amidst a clean, pristine environment surrounded by the natural undulating landscapes of Bandar Seri Putra. Corporate GOVERNANCE STATEMENT

The Board of Directors (Board) of United Malayan Land Bhd (UMLand) recognises the importance of adopting high standards 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 throughout the Group for long-term sustainable business growth and to safeguard the best interests of shareholders and other stakeholders.

The Board has also taken cognisance of the pertinent recommendations of:- a) the Corporate Governance Guide: Towards Boardroom Excellence issued by Bursa Malaysia Berhad in applying the principles and best practices of corporate governance; and b) the Corporate Disclosure Guide (CD Guide) issued by Bursa Malaysia Securities Berhad (Bursa Securities) to elevate the standards on both timeliness and quality of corporate disclosures.

The Board is also mindful of the recommendations highlighted in the Securities Commission’s five-year Corporate Governance Blueprint (CG Blueprint) which was launched on 8 July 2011 to raise the standards of corporate governance in Malaysia.

This statement sets out the Group’s application of the principles and best practices of the Code, throughout the financial year ended 31 December 2011 up to the date of this Annual Report 2011.

BOARD OF DIRECTORS

The Board has the overall responsibility for 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.

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

Board Composition and Balance

The Board currently has seven (7) members, comprising six (6) non-executive directors and one (1) executive director, of whom four (4) are independent directors. With this composition, the Board is in compliance with Paragraph 15.02 (1) of the Main Market Listing Requirements of Bursa Securities.

Brief profile of each director is presented under the Profile of Directors disclosed in this Annual Report 2011.

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

Datuk Syed Ahmad Khalid Syed Mohammed is the senior independent non-executive director to whom concerns or queries concerning the Group may be conveyed by shareholders and other stakeholders.

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.

56 UNITED MALAYAN LAND BHD (4131-M) 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:

t%FUFSNJOFUIFTUSBUFHJDQMBOTGPSUIF(SPVQ t0WFSTFFJOHUIFDPOEVDUPGUIF(SPVQTCVTJOFTTFT t.BOBHJOHQSJODJQBMSJTLTBGGFDUJOHUIF(SPVQ t3FWJFXJOHUIFBEFRVBDZBOEJOUFHSJUZPGUIF(SPVQTJOUFSOBMDPOUSPMTZTUFN t*NQMFNFOUJOHTVDDFTTJPOQMBOOJOHGPSUJNFMZTVDDFTTJPOPGLFZNBOBHFNFOUQPTJUJPOTXJUIJOUIF(SPVQBOE t.BJOUBJOJOHBOFGGFDUJWFJOWFTUPSSFMBUJPOTQSPHSBNNFBOETIBSFIPMEFSTDPNNVOJDBUJPOQPMJDZGPSUIF(SPVQ

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’s 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 fit such meetings into their personal schedules.

There were four (4) quarterly scheduled board meetings convened during the financial year ended 31 December 2011. Meetings were held inter-alia to deliberate and consider a variety of significant matters including the review of the Group’s strategic lans,p budget, quarterly financial statements, corporate proposals and other related business matters that require deliberation and approval.

Details of attendance of each director who was in office during the financial year ended 31 December 2011 are set out below:

Directors Attendance % of attendance Tun Musa Hitam 4/4 100 Dato’ Ng Eng Tee 4/4 100 Datuk Syed Ahmad Khalid Syed Mohammed 4/4 100 Datuk Nur Jazlan Tan Sri Mohamed 4/4 100 Ng Eng Soon 4/4 100 Syed Azmin Mohd Nursin @ Syed Nor 4/4 100 Pakhruddin Sulaiman 3/4 75

All directors have complied with the minimum attendance requirement in respect of Board meetings during the financial year ended 31 December 2011 in accordance with Paragraph 15.05(3) (c) of the Main Market Listing Requirements of Bursa Securities.

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 clarification or explanation, where necessary, in order to be adequately informed before the meeting.

57 Corporate GOVERNANCE STATEMENT

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 financial year ended 31 December 2011 via questionnaires on the effectiveness assessment of the Board as a whole, as well as the Board Committees and a Directors’ self evaluation assessment.

Directors’ Training

All directors have attended the Mandatory Accreditation Programme prescribed by Bursa Securities. Induction briefings which include information on the corporate profile, activities and performances of the various business units of the Group will be organised for newly appointed directors.

The Board recognises the importance of keeping them abreast with industry development and trends. Thus, the directors will continue to undergo relevant training programmes to equip themselves with skills and knowledge to discharge their duties effectively.

The training programmes, seminars and workshops attended by the directors during the financial year ended 31 December 2011 were, inter alia, on areas related to corporate leadership and governance, risk management and financial reporting, details of which are listed below:-

Course/Title Date Governance Series for Directors : “The Board’s Responsibility for Corporate Culture – Selected Governance Concerns and Tools for Addressing Corporate Culture and Board Performance” 5 May 2011 Programme for Corporate Malaysia @ Bursa Conference, Exchange 9 February 2011 The Wealth of Iskandar Malaysia Conference 24 – 26 May 2011 CommunicAsia 2011 21 June 2011 Code of Conduct : Practical Experiences of a Multinational Corporation 29 June 2011 Governing Responsibly : Inevitable Changes 4 – 5 July 2011 National conference on Accountancy in Cambodia – Towards Global Standard 16 August 2011 ITU Telecom World 2011 24 – 27 October 2011 MIA – AFA Conference 2011 2 – 3 November 2011 International Palm Oil Congress : New Research Development in Oil and Gas Sector 15 November 2011

58 UNITED MALAYAN LAND BHD (4131-M) Re-election

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

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

Directors who are over the age of seventy years are required to submit themselves for re-appointment annually in accordance with Section 129(6) of Companies Act, 1965 (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 fifteen (15) directorships in non-public listed companies. This ensures that their commitment, resources and time are focused for an effective input to the Board and the Company. All directors are in compliance with this requirement.

Directors’ Remuneration

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

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

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 fixed sum as determined by the Board after considering comparable organisations 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 profit 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. Benefits-in-kind - Other customary benefits 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 a duration of five (5) years. During the financial year ended 31 December 2011, no options were granted to employees, executive and non-executive directors.

59 Corporate GOVERNANCE STATEMENT

A summary of the total remuneration of the directors in office for the financial year ended 31 December 2011, distinguishing between executive and non-executive directors, in aggregate with categorisation into appropriate components and the number of directors whose remuneration falls into each successive bands of RM50,000 are disclosed below:

Executive Director Non-Executive Directors Total (RM) (RM) (RM) Basic Salaries And Bonus * 1,265,000 - 1,265,000 Fees 150,000 700,000 @ 850,000 Meeting Allowance 22,000 83,000 @ 105,000 Benefits-In-Kind 35,200 39,800 75,000 Total 1,472,200 822,800 2,295,000

* Inclusive of Company’s contribution to provident fund @ Inclusive of fees and meeting allowance paid/payable to directors who have resigned

Executive Director Non-Executive Directors Total RM0.00 – RM50,000 - 2 # 2 RM50,000 – RM100,000 - 1 1 RM100,001 – RM150,000 - 4 4 RM200,001 – RM250,000 - 1 1 RM1,450,000 – RM1,500,000 1 - 1 Total 1 8 9

# fees payable to directors who have resigned

Directors’ Indemnity

UMLand has in place a Liabilities Insurance Policy for directors and principal officers in respect of liabilities arising from oldingh office as its directors and principal officers. They are required to contribute payment towards the annual premium of this policy.

Related Party Transactions

All directors recognise 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 conflict of interest in relation to any transaction, which is considered by the Board, and make appropriate declaration when they have an interest in such transaction.

60 UNITED MALAYAN LAND BHD (4131-M) 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 officers 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 specific responsibilities to the following Board Committees within their terms of reference in compliance with the Code. With the exception of the Executive Committee to which the Board has granted discretionary authority to deliberate and decide on certain operational matters, the ultimate responsibility for final decision on all matters lies with the entire Board.

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

Audit Committee

Executive Committee

Tender Board Committee

BOARD OF DIRECTORS Board Committees Remuneration Committee

Nomination Committee

Risk Committee

Option Committee

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 2011.

Executive Committee

The Executive Committee (EXCO) currently consists of four (4) members, majority of whom are non-executive directors. The role of the EXCO is to assist the Board in reviewing major operational and financial issues, monitoring progress and performance of business units in addition to ensuring the achievement of the Group’s strategic goals and objectives.

61 Corporate GOVERNANCE STATEMENT

The functions of the EXCO include but are not limited to: t&WBMVBUJPOPGUIF(SPVQTTUSBUFHJDQMBOT t3FDPNNFOEJOHBMMNBKPSJOWFTUNFOUTBOECVTJOFTTEFBMTUPUIF#PBSE t"EWJTJOHNBOBHFNFOUPOUIFPWFSBMMQPMJDJFTBOEQSBDUJDFTPGUIF$PNQBOZBOEUIF(SPVQ t.POJUPSJOHUIFEFWFMPQNFOUBOEJNQMFNFOUBUJPOPGBOJOWFTUPSSFMBUJPOQSPHSBNNFBOE t4VDIPUIFSGVODUJPOTBTNBZCFEFMFHBUFECZUIF#PBSEGSPNUJNFUPUJNF

Tender Board Committee

The Tender Board Committee consists of three (3) members, majority of whom are non-executive directors. The committee is tasked by the Board to oversee the Group’s tender and contract procurement processes in compliance with the Group’s relevant policies and requirements. In addition, the committee also considers, evaluates and approves tender awards which are within its financial authority limits, 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 reflects 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 identifying 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 qualifications of all directorships in determining the appropriate board balance and size in particular the non-executive participation.

Risk Committee

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

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 any amendments that may be imposed by Bursa Securities in relation to the ESOS from time to time.

INVESTOR RELATIONS AND SHAREHOLDERS’ COMMUNICATION

The Company recognises that it is accountable to its shareholders and investors and hence, has maintained a constructive and active communication platform that enables the Board and Management to communicate effectively with its shareholders and stakeholders.

62 UNITED MALAYAN LAND BHD (4131-M) The Company endeavours to provide as much information as possible to its shareholders and stakeholders to enable them to make well informed decisions. In this respect, the Company reaches out to its shareholders, stakeholders and the investing public through the dissemination of annual reports, circulars, quarterly financial reports, press releases and corporate announcements made to Bursa Securities. Established procedures are in place to ensure that material information are released in an accurate and timely manner and at the same time, the Board is mindful of the legal and regulatory framework governing the release of material and price-sensitive information.

The AGM and Extraordinary General Meeting serve as the main avenues of direct communication between the Company and its shareholders. During such meetings, shareholders have direct access to the Board and are given the opportunity to participate and vote on resolutions as well as to communicate their views, concerns or questions on the resolutions proposed or the Group’s operations.

The Board is cognisance of the importance of having a structured investor relations programme. Towards this end, the Company’s dedicated Investor Relations Department actively engages with analysts and fund managers on a regular basis to provide updates on the Group’s financial results, corporate and business developments as well as answers queries from investors. In addition, the Investor Relations Department also participates in investment road-shows and conferences to interact with other fund managers, analysts and retail investors locally and abroad.

The Company’s Investor Relations website at www.umland.com.my/ir contains vital corporate and financial information about the Group and is updated on a regular basis. Those who wish to keep abreast of the Group’s updates can subscribe to the email alerts on the website or write directly to the Company’s Investor Relations Unit via email at [email protected]

ACCOUNTABILITY AND AUDIT

Financial Reporting

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

Directors’ Responsibility Statement in respect of the preparation of the Annual Financial Statements

The Board is responsible for ensuring that the financial statements gives a true and fair view of the state of affairs of the Group as at the end of the financial year and of the results and cashflow for the financial year then ended.

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

The directors 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 financial 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.

63 Corporate GOVERNANCE STATEMENT

Internal Controls

The Board acknowledged their responsibility for the Group’s system of internal controls not only in terms of financial 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 2011 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 financial reporting 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 2011.

This statement is made in accordance with the resolution of the Board dated 9 April 2012.

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

64 UNITED MALAYAN LAND BHD (4131-M) Statement ON 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 significant 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 financial year identified is determined by mapping the financial and non- ended 31 December 2011. financial impact against the likelihood of the risk occurring, in the risk matrix after taking into consideration of the BOARD’S RESPONSIBILITY effectiveness of existing controls.

The Board affirms its overall responsibility for the Group’s Management is responsible for the management of risk, for system of internal controls which includes the establishment developing, operating and monitoring the system of internal of an appropriate control environment and framework as control and for providing assurance to the Board that it has well as reviewing its adequacy and integrity. Because of the done so in accordance with the policies adopted by the Board. limitations that are inherent in any system of internal controls, Further independent assurance is provided by the outsourced it can only provide reasonable and not absolute assurance internal audit function, which performs its internal audit work against material misstatement or loss, as it is designed to on the Group’s operations in accordance with an internal audit manage rather than eliminate the risk of failure to achieve plan annually approved. the 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 financial, 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 significant risks faced by the Group. This process includes updating the system of internal t " SJTL QPMJDZ BOE QSPDFEVSFT NBOVBM JT JO QMBDF BOE JU controls when there are changes to business environment and 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 in Control Guidance) issued by the Taskforce on Internal Control order to enhance risk management processes. with the support and endorsement of Bursa Securities. t 5IFFTUBCMJTINFOUPGB3JTL$PNNJUUFFFOBCMFTUIFNBJO The Board is of the view that the system of internal controls in Board to perform a more active and meaningful oversight place for the year under review and up to the date of approval role of risk management within the Group. of the annual report and financial statements is sound and sufficient to safeguard the shareholders’ investment and the t "3JTL.BOBHFNFOU$PNNJUUFF IFBEFECZUIF(SPVQ$IJFG Group’s assets. Executive Officer, is placed with the responsibility to identify and communicate to the Risk Committee the present and Whilst the Board maintains ultimate responsibility over risk and potential critical risks the Group faces, their changes and control issues, it has delegated to the executive management management’s action plans to manage these risks. the implementation of the system of risk management and internal control. The Board has established key policies and has carried out a specific assessment of the Group’s risk management and internal control systems.

65 Statement ON INTERNAL CONTROL

t 3JTL .BOBHFNFOU 6OJUT FTUBCMJTIFE BU UIF CVTJOFTT Internal audit evaluates the efficiency and sufficiency of unit level and headed by the Head of Subsidiary, on an Management’s implementation of the Group’s system of ongoing basis, identify present and potential critical risks internal controls, risk management, business processes and encountered, formulate action plans with implementation procedures on the basis of an annual internal audit plan timescales to address key risks and control issues in line presented to the Audit Committee for approval. The internal with their risk profiles and communicate them to the Risk audit function adopts a risk-based approach and prepares its Management Committee. internal audit strategy and plan based on the risk profiles of the major business units of the Group. In addition, the annual t 5IF BQQPJOUNFOU PG UIF (SPVQ 3JTL $PPSEJOBUPS BU UIF internal audit plan covers other areas of importance following Group level as well as Risk Coordinators at business unit discussions with management, thereby augmenting the risk- level ensures that there is clear leadership, direction based approach in selecting areas for internal audit coverage. and coordination of the group-wide application of risk management. The internal audit reports, including management’s action plans to improve the internal control system, are reviewed t 5IFSJTLQSPåMFTPGUIFSFTQFDUJWFCVTJOFTTVOJUTBSFBTTFTTFE by the Audit Committee. The findings in the internal audit at regular intervals in line with the Group’s risk monitoring reports are communicated by the Audit Committee to the and reporting framework and these are communicated to Board based on the frequency of internal audit cycles set the Risk Committee. In addition, the monitoring framework out in the internal audit plan. Management follows up on the also involves discussions on risk environment, effectiveness recommendations and implements action plans to address of controls and review on implementation status of action key improvement areas as highlighted in the internal audit plans to address the risks identified. reports.

During the financial year 2011, the Group reviewed For further details, please refer to the Audit Committee Report. its Enterprise Risk Management framework with the objective of elevating it to a more dynamic level in order to KEY ELEMENTS OF THE SYSTEM OF INTERNAL CONTROL benchmark against international best practices. The exercise encompassed a review of the existing risk profiles, migration The current system of internal control in the Group has within to new risk management software, automation of risk it, the following key elements: consolidation and reporting and implementation of corporate digital assurance to promote ownership and accountability t $MFBSMZEFåOFEEFMFHBUJPOPGSFTQPOTJCJMJUJFTUPDPNNJUUFFT amongst risk owners. This has further strengthen the of the Board and to Management including organisation Group’s enterprise risk management framework, turning risk structures and appropriate authority levels. information into intelligence, to ensure that our corporate strategic objectives are met. The Board considers that the t " åWFZFBS CVTJOFTT QMBO PVUMJOJOH TUSBUFHJFT UPXBSET enterprise risk management framework is robust, but will still achievement of corporate and business objectives of the subject the framework to continuous improvement, taking Group, which provides a basis for monitoring the Group’s into consideration the best risk management practices and financial and business operations performance. the changing business environment. t &TUBCMJTIFE åOBODJBM MJNJUT PG BVUIPSJUZ XIJDI IBWF CFFO INTERNAL AUDIT FUNCTION approved by the Executive Committee (EXCO) of the Board, are in place to ensure proper accountability and delegation The internal audit function of the Group is outsourced to of authority. independent external consultants who report directly to the Audit Committee. The internal audit’s role is to provide t "CVEHFUBSZDPOUSPMTZTUFNJTJOQMBDFXIFSFCZUIF(SPVQT independent assurance to the Audit Committee and the annual budget is prepared and approved by the Board. Board on the adequacy and integrity of the existing system of Review of actual performance against budget is regularly internal controls and validation of risk management measures carried out to monitor the level of achievement of the to mitigate identified risks, including the Enterprise Risk Group and material variances are reported to the Board. Management processes. Appropriate remedial and corrective actions are taken by management to minimise the adverse effect of such variances, where necessary.

66 UNITED MALAYAN LAND BHD (4131-M) t .POUIMZ.BOBHFNFOU.FFUJOHT JOWPMWJOHLFZNBOBHFNFOU REVIEW OF THE STATEMENT ON INTERNAL CONTROL members within the Group, are held to review, identify, BY EXTERNAL AUDITOR discuss and resolve strategic, operational, financial and other key issues affecting the Group. As required by paragraph 15.23 of the Main Market Listing Requirements of Bursa Securities, the external auditors have t 4UBOEBSE PQFSBUJOH QSPDFEVSFT JO SFTQFDU PG DFSUBJO reviewed this Statement on Internal Control. Their review was operational areas have been established to regulate the performed in accordance with Recommended Practice Guide day-to-day operations within the Group. Such standard (RPG) 5 issued by the Malaysian Institute of Accountants. operating procedures are subject to regular review and Based on their review, the external auditors have reported to improvement to address changes in the business operating the Board that nothing has come to their attention that causes environment. them to believe that this Statement is inconsistent with their understanding of the process the Board has adopted in the t 4UBOEBSEJTFE åOBODJBM QSBDUJDFT IBWF CFFO QVU JO QMBDF review of the adequacy and integrity of internal control of the to ensure uniformed financial policies and accounting Group. RPG 5 does not require the external auditors to and treatment, practices and procedures within the Group. The they did not consider whether this Statement covers all risks financial practices are documented in a Group Financial and controls, or to form an opinion on the effectiveness of the Policy Manual, which was approved by the EXCO. The Group’s risk and control procedures. manual is subject to regular review and updates to address changes in financial reporting requirements. This statement is made in accordance with the resolution of the Board dated 9 April 2012. t $PTU QMBOOJOH BOE DPOUSPM NFBTVSFT JODMVEJOH TUBOEBSE operating procedures in respect of contracts and projects of the Group. This provides the Board assurance on the adequacy and effectiveness of the project operating procedures and its control environment. t ,FZJOUFSOBMBVEJUåOEJOHTIJHIMJHIUFEJOUIFJOUFSOBMBVEJU 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 financial year as a result of weaknesses in internal control. Management continues to take measures to strengthen the control environment.

67 Audit COMMITTEE REPORT

FORMATION SUMMARY OF ACTIVITIES DURING THE YEAR

The Audit Committee (Committee) was established by the The Committee performed the following activities during Board in 1995 to assist the Board in fulfilling its fiduciary the financial year in the discharge of their duties and responsibilities relating to internal controls, financial and responsibilities in accordance with its Terms of Reference:- accounting policies as well as financial reporting practices of the Company and its subsidiaries (the Group). The Committee t 3FWJFXFE UIF FYUFSOBM BVEJUPSTTDPQF PG XPSL BOE BVEJU is governed by its Terms of Reference. plan for the financial year as presented by the external auditor; MEMBERSHIP t $POTJEFSFE BOE SFDPNNFOEFE UP UIF #PBSE UIF SF For the financial year ended 31 December 2011, the Committee appointment of the external auditor and approval of audit comprises three (3) members of whom all are independent fees taking into account the independence, objectivity and non-executive Directors. Members of the Committee and effectiveness of the services provided; those who had served during the year are as follows: - t 3FWJFXFEåOEJOHTPGBVEJUFYBNJOBUJPODPOEVDUFECZUIF i) Datuk Syed Ahmad Khalid Syed Mohammed external auditors during the financial year and met with the Chairman/Independent Non-Executive Director external auditors without the presence of the executive director and management to discuss issues and reservations ii) Datuk Nur Jazlan Tan Sri Mohamed arising from the final audit; Member/Independent Non-Executive Director t 3FWJFXFEUIFRVBSUFSMZBOEZFBSFOEåOBODJBMSFTVMUTQSJPS iii) Pakhruddin Sulaiman to recommending them to the Board for approval; Member/Independent Non-Executive Director t 3FWJFXFE UIF SFMBUFE QBSUZ USBOTBDUJPOT FOUFSFE JOUP CZ MEETINGS AND ATTENDANCE the Group including all recurrent related party transactions under the shareholders’ mandate to resolve conflict of The Committee meets on a scheduled basis, at least four (4) interest situations; times a year with additional meetings convened as and when required. During the financial year ended 31 December 2011, t 3FWJFXFEBOEBQQSPWFEUIFJOUFSOBMBVEJUQMBOTGPSåOBODJBM the Committee held a total of seven (7) meetings. Details of year 2012 including related fees for the Group; and attendance by the members are set out below: t 3FWJFXFE BOE DPOTJEFSFE UIF JOUFSOBM BVEJU SFQPSUT PO Attendance the audit issues, recommendations and management’s Datuk Syed Ahmad Khalid Syed Mohammed 7/7 response, and discussed with management on the appropriate remedial actions taken to improve the system Datuk Nur Jazlan Tan Sri Mohamed 4/7 of internal controls in respect of gaps identified by the Pakhruddin Sulaiman 7/7 internal auditors.

The meetings were also attended by the senior management INTERNAL AUDIT FUNCTION of the Group and the Group’s internal and external auditors upon invitation by the Chairman of the Committee to provide The internal audit function for the UMLand Group is supported input during deliberations on issues raised. by an independent team of external consultants. The internal auditors report directly to the Committee who reviews and The Committee also met with the external auditors during the approves the internal audit annual plan and related fees. financial year without the presence of the executive director The Committee assessed the annual audit plan to ensure and management. adequate scope and comprehensive coverage over the key risk areas of the Group.

68 UNITED MALAYAN LAND BHD (4131-M) A summary of the main activities undertaken by the internal ii) is a member of one of the associations of accountants auditors during the financial year is as follows: specified in Part II of the 1st Schedule of the Accountants Act, 1967. t 1SFTFOUFE UIF JOUFSOBM BVEJU QMBO UP UIF $PNNJUUFF GPS approval. The audit plan covered key priority areas identified The terms of office and performance of the Committee shall in consultation with management, which complimented the be reviewed by the Board no less than once in every 3 years. risk-based audit approach and involved the key business and strategic management processes of the Group, MEETINGS including conducting an appraisal of the effectiveness of the risk management, internal control and governance Meetings shall be held not less than four times a year. A processes within the Group; quorum shall be formed when majority of the Committee members are independent directors. The Committee t $POEVDUFE UXP DZDMFT PG JOUFSOBM BVEJU SFWJFXT XIJDI may convene meetings with the external auditors, the covered the Company, Seri Alam Properties Sdn Bhd, Bangi internal auditors or both, including the attendance of other Heights Development Sdn Bhd, Dynasty View Sdn Bhd, UM directors and employees, whenever deemed necessary. The Development Sdn Bhd and Exquisite Skyline Sdn Bhd; attendance of employees, other directors, representatives of the internal and external auditors at such meetings will be at t *TTVFEBOEQSFTFOUFEUIFBVEJUSFQPSUTUPUIF$PNNJUUFF the Committee’s invitation. which identified internal control gaps and weaknesses as well as improvement opportunities. The Secretary to the Committee shall be the Company Secretary or Assistant Company Secretary or any other The Committee reviewed the internal audit reports, person appointed by the Committee. The Secretary will considered the major findings and recommendations arising be responsible for keeping the minutes of meetings of the from the internal audit and evaluated management’s remedial Committee and circulating them to Committee members and action plans to ensure corrective steps have been carried out other members of the Board. on the outstanding audit issues to address any key risks and control lapses. Internal audit costs incurred for the financial AUTHORITY year ended 31 December 2011 amounted to RM127,512.50. The Committee is authorised by the Board to investigate TERMS OF REFERENCE any activities within its terms of reference and shall have unrestricted access to both the internal and external auditors COMPOSITION and members of management of the Group. The Committee is also authorised by the Board to obtain independent The Committee shall be appointed by the Board from amongst professional advice and to secure the attendance of outsiders their number and shall consist of not less than 3 members, with relevant experience and expertise if it considers this all of whom must be non-executive directors with a majority, necessary in the performance of their duties. including the Chairman, being independent directors of the Company. No alternate director shall be appointed as a DUTIES member of the Committee. The duties of the Committee shall be: The Committee shall include at least one (1) person:- a) who is a member of the Malaysian Institute of Accountants; t 5P DPOTJEFS UIF BQQPJOUNFOU PG UIF FYUFSOBM BOE JOUFSOBM or auditors, the audit fee and any questions of resignation and dismissal; b) who has at least 3 years’ working experience and: t 5PEJTDVTTXJUIUIFFYUFSOBMBVEJUPST i) has passed the examinations specified in Part I of the - The audit plan; 1st Schedule of the Accountants Act 1967; or - Their evaluation of the system of internal controls; - The audit report on the financial statements

69 Audit COMMITTEE REPORT

t 5PFOTVSFDPPSEJOBUJPOPGUIFFYUFSOBMBVEJUQSPDFTTXIFSF more than one audit firm is involved; t 5PSFWJFXUIFBTTJTUBODFHJWFOCZFNQMPZFFTPGUIF(SPVQ to the external and internal auditors; t 5PSFWJFXUIFRVBSUFSMZBOEZFBSFOEåOBODJBMTUBUFNFOUTPG the Company, focusing particularly on: - Changes in accounting policies and practices; - Significant and unusual events; - Significant adjustments arising from the audit; - The going concern assumption; - Compliance with accounting standards and other legal requirements; t 5PEJTDVTTåOEJOHTBOENBUUFSTBSJTJOHGSPNUIFJOUFSJNBOE final audits, and any matters the auditors may wish to discuss; t 5PSFWJFXUIFJOUFSOBMBOEFYUFSOBMBVEJUPSTNBOBHFNFOU letter and management’s response; t 5PEPUIFGPMMPXJOHJOSFMBUJPOUPBOJOUFSOBMBVEJUGVODUJPO - 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; t 5P SFWJFX BOZ SFMBUFE QBSUZ USBOTBDUJPOT BOE DPOýJDU PG interest situation that may arise within the Company or the Group; t 5P WFSJGZ UIF BMMPDBUJPO PG TIBSF PQUJPOT HSBOUFE UP UIF Group’s eligible employees and directors in accordance with the By-Laws and Internal Guidelines governing the Employees’ Share Option Scheme at the end of each financial year; t 5P DPOTJEFS UIF NBKPS åOEJOHT PG JOUFSOBM BOE TQFDJBM investigations and management’s response; and t 5PDPOTJEFSPUIFSNBUUFSTBTEFåOFECZUIF#PBSE

70 UNITED MALAYAN LAND BHD (4131-M) Additional COMPLIANCE INFORMATION

1. SHARE BUY BACK

At the 50th Annual General Meeting (AGM) held on 22 June 2011, the Company had obtained shareholders’ mandate to allow the Company to buy back its own shares. During the financial year, the Company did not buy back any of its own shares.

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

The Company proposes to renew the mandate from its shareholders to buy back its own shares at its forthcoming 51st 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 financial year or, if not then subsisting, entered intosince the end of the previous financial year:

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

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

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

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 at a basic rental of RM235,000.00 per quarter. The tenancy agreement expired on 31 December 2011 and was further renewed up to 31 December 2012;

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 at a basic rental of RM230,000.00 per quarter. The tenancy agreement expired on 31 December 2011 and was further renewed up to 31 December 2012;

f) On 8 October 2007, two separate tenancy agreements between UMR and SSBC for the rental of one part of the ground floor and another part of the ground floor containing the lobby, maintenance office and back of house of SSBCSR. The tenancy agreements expired on 31 December 2011 and were further renewed up to 31 December 2012.

71 Additional COMPLIANCE INFORMATION

(ii) Serviced Residence Management Agreement dated 25 October 2011 between Clear Dynamic Sdn Bhd, a wholly- owned subsidiary of Nusajaya Consolidated Sdn Bhd which in turn is a 50:50 joint venture between UMLand and UEM Land Holdings Bhd and AIM, for AIM to manage and operate the Somerset Puteri Harbour serviced residences at Nusajaya, Iskandar Malaysia.

(iii) Technical Advisory Agreement dated 25 October 2011 between Nusajaya Consolidated Sdn Bhd, a 50:50 joint venture between UMLand and UEM Land Holdings Berhad, and Ascott International Management (2001) Pte Ltd, Singapore, an indirect subsidiary of CapitaLand Limited which in turn is a major shareholder of the Company, for the procurement of technical advisory services in relation to the management of the serviced residences.

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

At the 50th AGM held on 22 June 2011, 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 financial year are disclosed as follows:

Mandated Related Parties Nature of Transactions Value Interested Parties

Ascott International Procurement of technical (653,788) Interested major shareholders Management (Malaysia) Sdn consultancy and management t 0QBM)PMEJOHT1UF-UE Bhd services t $BQJUB-BOE3FTJEFOUJBM.BMBZTJB1UF-UE t $BQJUB-BOE$PNNFSDJBM-JNJUFE t $BQJUB-BOE-JNJUFE t 5FNBTFL)PMEJOHT 1SJWBUF -JNJUFE

Bangi Heights Development Provision of management 1,200,000 Interested major shareholders Sdn Bhd services t 0QBM)PMEJOHT1UF-UE t $BQJUB-BOE3FTJEFOUJBM.BMBZTJB1UF-UE t $BQJUB-BOE$PNNFSDJBM-JNJUFE t $BQJUB-BOE-JNJUFE t 5FNBTFL)PMEJOHT 1SJWBUF -JNJUFE

Liang Court (Malaysia) Sdn Rental expense for serviced (1,178,967) Interested major shareholders Bhd residences t 0QBM)PMEJOHT1UF-UE t $BQJUB-BOE3FTJEFOUJBM.BMBZTJB1UF-UE t $BQJUB-BOE$PNNFSDJBM-JNJUFE t $BQJUB-BOE-JNJUFE t 5FNBTFL)PMEJOHT 1SJWBUF -JNJUFE

SSBC Sdn Bhd Rental income of serviced 1,243,287 Interested major shareholders residences t 0QBM)PMEJOHT1UF-UE t $BQJUB-BOE3FTJEFOUJBM.BMBZTJB1UF-UE t $BQJUB-BOE$PNNFSDJBM-JNJUFE t $BQJUB-BOE-JNJUFE t 5FNBTFL)PMEJOHT 1SJWBUF -JNJUFE

72 UNITED MALAYAN LAND BHD (4131-M) Mandated Related Parties Nature of Transactions Value Interested Parties

Tradewinds Corporation Procurement of hotel 83,792 Interested director Berhad accommodation, food & t 4ZFE"[NJO#JO.PIE/VSTJO!4ZFE/PS beverage

Tradewinds International Procurement of insurance 392,706 Interested director Insurance Brokers Sdn Bhd services t 4ZFE"[NJO#JO.PIE/VSTJO!4ZFE/PS

Tradewinds Properties Sdn Rental of office premises, 1,039,245 Interested director Bhd parking, maintenance and t 4ZFE"[NJO#JO.PIE/VSTJO!4ZFE/PS other services

Tradewinds Travel Services Procurement of travel services (3,652) Interested director Sdn Bhd t 4ZFE"[NJO#JO.PIE/VSTJO!4ZFE/PS

4. FINANCIAL ASSISTANCE

At the 50th AGM held on 22 June 2011, the Company had obtained shareholders’ mandate for provision/procurement of financial assistance. The financial assistance comprises the pooling of funds via centralized treasury management for a duration not exceeding three years. Pursuant to Paragraph 10.09(2)(b) of Bursa Securities Main Market Listing Requirements, the details of financial assistance provided/procured during the current financial year are disclosed as follows:

Financial Assistance Balance as at Interested Parties 31 December 2011

Provided by Provided to RM

Company and/or its Alpine Return Sdn Bhd 19,677,336 Not applicable subsidiaries

Company and/or its Bangi Heights 263,392 Interested major shareholders subsidiaries Development Sdn Bhd t 0QBM)PMEJOHT1UF-UE t $BQJUB-BOE3FTJEFOUJBM.BMBZTJB1UF-UE t $BQJUB-BOE$PNNFSDJBM-JNJUFE t $BQJUB-BOE-JNJUFE t 5FNBTFL)PMEJOHT 1SJWBUF -JNJUFE

73 Additional COMPLIANCE INFORMATION

Financial Assistance Balance as at Interested Parties 31 December 2011

Provided by Provided to RM

Bangi Heights Company and/or its Nil Interested major shareholders Development Sdn Bhd subsidiaries t 0QBM)PMEJOHT1UF-UE t $BQJUB-BOE3FTJEFOUJBM.BMBZTJB1UF-UE t $BQJUB-BOE$PNNFSDJBM-JNJUFE t $BQJUB-BOE-JNJUFE t 5FNBTFL)PMEJOHT 1SJWBUF -JNJUFE

Company and/or its Extreme Consolidated 1,069,189 Interested director subsidiaries Sdn Bhd t 4ZFE"[NJO#JO.PIE/VSTJO!4ZFE/PS

Company and/or its Nusajaya Consolidated 3,613,652 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 286,552 Interested major shareholders subsidiaries t 0QBM)PMEJOHT1UF-UE t $BQJUB-BOE3FTJEFOUJBM.BMBZTJB1UF-UE t $BQJUB-BOE$PNNFSDJBM-JNJUFE t $BQJUB-BOE-JNJUFE t 5FNBTFL)PMEJOHT 1SJWBUF -JNJUFE

74 UNITED MALAYAN LAND BHD (4131-M) Financial STATEMENTS

76 Directors’ Report

81 Statement by Directors

81 Statutory Declaration

82 Independent Auditors’ Report

84 Statements of Comprehensive Income

85 Statements of Financial Position

87 Consolidated Statement of Changes in Equity

89 Company Statement of Changes in Equity

90 Statements of Cash Flows

92 Notes to the Financial Statements Directors’ REPORT FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2011

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 2011.

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, project management, operation of recreation club, 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 2011 are as follows:

Group Company RM’000 RM’000

Profit for the financial year 60,732 30,791

Profit attributable to: Owners of the Company 56,931 30,791 Non-controlling interests 3,801 -

60,732 30,791

DIVIDENDS

The dividends paid by the Company since 31 December 2010 were as follows:

RM’000

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

- final dividend of 0.60 sen gross per ordinary share, less income tax of 25% and 4.55 sen per ordinary share, single-tier, paid on 22 August 2011 12,065

In respect of the financial year ended 31 December 2011:

- interim dividend of 2.50 sen gross per ordinary share, tax-exempt, paid on 18 January 2012 7, 5 41

25,638

76 UNITED MALAYAN LAND BHD (4131-M) DIVIDENDS (continued)

The Directors now recommend the payment of a final single-tier dividend of 5.0 sen per ordinary share on 301,629,214 ordinary shares (which is net of 401,800 treasury shares), in respect of the financial year ended 31 December 2011. This final net dividend amounting to RM15,081,461 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.

ISSUANCE OF SHARES

During the financial year, the Company’s issued and paid-up share capital was increased from RM241,705,233 to RM302,031,014 by way of issuance of 60,325,781 new ordinary shares of RM1 each on the basis of 1 bonus share for every 4 existing ordinary shares held in the Company.

The new ordinary shares issued during the financial year rank pari-passu in all respects with the existing ordinary shares of the Company.

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 2011, the Company held 401,800 of its 302,031,014 issued ordinary shares as treasury shares. The treasury shares are held at a carrying amount of RM463,068 and further 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:

YABhg Tun Musa Hitam Dato’ Ng Eng Tee Datuk Syed Ahmad Khalid bin Syed Mohammed Datuk Nur Jazlan bin Tan Sri Mohamed Syed Azmin bin Mohd Nursin @ Syed Nor Pakhruddin bin Sulaiman Ng Eng Soon

In accordance with Article 94 of Company’s Articles of Association, Datuk Syed Ahmad Khalid bin Syed Mohammed and Datuk Nur Jazlan bin Tan Sri Mohamed 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.

77 Directors’ REPORT FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2011

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 30 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 1.1.2011 Addition* Disposed 31.12.2011 ‘000 ‘000 ‘000 ‘000

Shareholdings in the name of the Director

Dato’ Ng Eng Tee 6,525 1,631 - 8,156 Ng Eng Soon 7,151 1,674 (457) 8,368 Datuk Syed Ahmad Khalid bin Syed Mohammed 10 3 - 13

Shareholdings in which the Director is deemed to have an interest

Dato’ Ng Eng Tee 29,317 7,329 - 36,646 Ng Eng Soon 17,829 4,457 - 22,286

* Arising from the issuance of bonus shares by the Company on 25 August 2011 on the basis of 1 bonus share for every 4 existing ordinary shares held in the Company.

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.

78 UNITED MALAYAN LAND BHD (4131-M) 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.

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.

79 Directors’ REPORT FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2011

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 24 April 2012.

DATO’ NG ENG TEE DATUK NUR JAZLAN BIN TAN SRI MOHAMED DIRECTOR DIRECTOR

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

We, Dato’ Ng Eng Tee and Datuk Nur Jazlan bin Tan Sri Mohamed, two of the Directors of United Malayan Land Bhd, state that, in the opinion of the Directors, the financial statements set out on pages 84 to 155 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 2011 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 35 on page 156 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 24 April 2012.

DATO‘ NG ENG TEE DATUK NUR JAZLAN BIN TAN SRI MOHAMED 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 84 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 24 April 2012.

Before me,

COMMISSIONER FOR OATHS

81 Independent 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 on pages 84 to 155, which comprise the statements of financial position as at 31 December 2011, 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 Notes 1 to 34.

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 2011 and of its financial performance and cash flows for the financial year then ended.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

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

(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.

82 UNITED MALAYAN LAND BHD (4131-M) OTHER REPORTING RESPONSIBILITIES

The supplementary information set out in Note 35 on page 156 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 NG GAN HOOI (No. AF: 1146) (No. 2914/04/13 (J)) Chartered Accountants Chartered Accountant

Kuala Lumpur 24 April 2012

83 Statements OF COMPREHENSIVE INCOME FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2011

Group Company Note 2011 2010 2011 2010 RM’000 RM’000 RM’000 RM’000

Revenue 5 323,470 316,920 55,963 117,924 Finance income 5,823 622 - - Other operating income 2,765 18,744 - 14 Development costs recognised as expenses (186,854) (197,451) - - Advertising and marketing expenses (6,908) (12,069) (38) (39) Depreciation of property, plant and equipment and investment properties (1,540) (1,698) (302) (356) Employee benefits expenses 6 (25,271) (20,819) (10,450) (7,496) Impairment of investments in subsidiary companies - - - (86) Impairment of trade and other receivables (1,060) (1,907) - - Management fees - 30 - - Professional consultancy fees (10,466) (9,021) (892) (719) Rental of premises (1,028) (908) (811) (816) Reversal of impairment of trade and other receivables 2,655 4,317 - - Upkeep, repairs and maintenance of assets (3,478) (5,627) (170) (202) Other operating expenses (11,500) (10,218) (1,746) (1,448) Finance costs 8 (6,430) (7,117) (5,068) (4,721) Share of results of jointly controlled entities 605 539 - -

Profit before tax 9 80,783 74,337 36,486 102,055 Income tax expense 10 (20,051) (16,601) (5,695) (12,762)

Profit for the financial year 60,732 57,736 30,791 89,293 Other comprehensive income - - - -

Total comprehensive income for the financial year 60,732 57,736 30,791 89,293

Profit attributable to: Owners of the Company 56,931 51,570 30,791 89,293 Non-controlling interests 3,801 6,166 - -

Profit for the financial year 60,732 57,736 30,791 89,293

Total comprehensive income attributable to: Owners of the Company 56,931 51,570 30,791 89,293 Non-controlling interests 3,801 6,166 - -

Total comprehensive income for the financial year 60,732 57,736 30,791 89,293

Earnings per share attributable to owners of the Company (sen) - basic and diluted 11 18.87 17.10*

* Restated earnings per share after adjusting for 1:4 bonus issue (Note 11)

84 UNITED MALAYAN LAND BHD (4131-M) Statements OF FINANCIAL POSITION AS AT 31 DECEMBER 2011

Group Company Note 2011 2010 2011 2010 RM’000 RM’000 RM’000 RM’000

ASSETS

Non-current assets

Property, plant and equipment 13 267,884 286,407 1,459 1,113 Investment properties 14 75,943 56,297 - - Investments in subsidiary companies 15 - - 557,941 546,954 Investments in jointly controlled entities 16 31,343 31,041 30,000 30,000 Available-for-sale financial assets 17 - - - - Land held for property development 18 174,482 172,138 - - Deferred tax assets 19 20,293 19,304 - 306 Trade and other receivables 22 28,995 21,123 49,430 17,839

598,940 586,310 638,830 596,212

Current assets

Completed properties 20 20,825 37,542 - - Property development costs 21 421,717 350,657 - - Tax recoverable 1,033 478 1,606 341 Trade and other receivables 22 155,822 132,472 164,830 197,966 Deposits, bank and cash balances 23 106,635 71,950 4,906 326

706,032 593,099 171,342 198,633

Total assets 1,304,972 1,179,409 810,172 794,845

85 Statements OF FINANCIAL POSITION AS AT 31 DECEMBER 2011

Group Company Note 2011 2010 2011 2010 RM’000 RM’000 RM’000 RM’000

EQUITY AND LIABILITIES

Equity attributable to owners of the Company

Share capital 24 302,031 241,705 302,031 241,705 Reserves 25 613,824 636,825 400,838 449,979

915,855 878,530 702,869 691,684 Non-controlling interests 53,195 55,469 - -

Total equity 969,050 933,999 702,869 691,684

Non-current liabilities

Deferred tax liabilities 19 9,859 10,486 759 - Trade and other payables 26 22,388 7,032 - - Borrowings 27 66,288 67,512 27,339 40,063 Provisions 28 1,235 4,055 - -

99,770 89,085 28,098 40,063

Current liabilities

Trade and other payables 26 136,848 71,902 44,508 35,210 Borrowings - bank overdrafts 27 6,321 6,927 - - - others 27 70,137 55,975 27,156 21,229 Provisions 28 14,355 12,675 - - Current tax liabilities 950 2,814 - 627 Dividend payable 12 7,541 6,032 7,541 6,032

236,152 156,325 79,205 63,098

Total liabilities 335,922 245,410 107,303 103,161

Total equity and liabilities 1,304,972 1,179,409 810,172 794,845

86 UNITED MALAYAN LAND BHD (4131-M) Consolidated STATEMENT OF CHANGES IN EQUITY FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2011

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 2011 241,705 63,971 206,219 (41,555) (463) 299,153 109,500 878,530 55,469 933,999

Profit for the financial year - - ---56,931-56,9313,80160,732

Other comprehensive income - Realisation of revaluation reserves --(2,760)---2,760- --

Total comprehensive income for the financial year - - (2,760) - - 56,931 2,760 56,931 3,801 60,732

Transactions with owners

Final dividend paid for the financial year ended 31 December 2010 12 - - - - - (12,065) - (12,065) (4,500) (16,565)

Interim dividend payable for the financial year ended 31 December 2011 12 - - - - - (7,541) - (7,541) (1,575) (9,116)

Redemption of preference shares in a subsidiary company 25 - - -60-(60)-- --

Issuance of bonus shares 24 60,326(60,326)------

As at 31 December 2011 302,031 3,645 203,459 (41,495) (463) 336,418 112,260 915,855 53,195 969,050

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

87 STATEMENT OF CHANGES IN EQUITY Consolidated FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2011

Attributable to owners of the Company

As at 1 January 2010 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 12 - - - - - (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 - - - - - (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.

88 UNITED MALAYAN LAND BHD (4131-M) Company STATEMENT OF CHANGES IN EQUITY FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2011

Non-distributable Distributable

Share Share Merger Treasury Retained Revaluation Note capital premium reserves shares earnings reserves* Total RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

As at 1 January 2011 241,705 63,971 209,375 (463) 161,840 15,256 691,684 Total comprehensive income for the financial year ----30,791-30,791 Final dividend paid for the financial year ended 31 December 2010 12 ----(12,065)-(12,065) Interim dividend payable for the financial year ended 31 December 2011 12 - - - - (7,541) - (7,541) Issuance of bonus shares 24 60,326 (60,326) - - - - -

As at 31 December 2011 302,031 3,645 209,375 (463) 173,025 15,256 702,869

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

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

89 Statements OF CASH FLOWS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2011

Group Company 2011 2010 2011 2010 RM’000 RM’000 RM’000 RM’000

CASH FLOW FROM OPERATING ACTIVITIES

Profit before tax 80,783 74,337 36,486 102,055

Adjustments for: Depreciation of property, plant and equipment and investment properties 1,540 1,698 302 356 Finance costs 6,430 7,117 5,068 4,721 Finance income (6,627) (1,301) (15,178) (12,795) Gain on disposal of property, plant and equipment (13) (5) - - Gross dividend income from subsidiary companies - - (34,380) (98,972) Impairment of investments in subsidiary companies - - - 86 Impairment of trade and other receivables 1,060 1,907 - - Property, plant and equipment written off 5 8 - - Provision for interest cost 1,859 7,025 - - Reversal of impairment of trade and other receivables (2,655) (4,317) - - Share of results of jointly controlled entities (605) (539) - -

81,777 85,930 (7,702) (4,549) Decrease in land held for property development, completed properties and property development costs 28,659 41,724 - - (Increase)/decrease in receivables (29,726) 16,438 5,677 (53,884) Increase in payables 17,448 3,070 1,880 24,513

Net cash flow from/(used in) operations 98,158 147,162 (145) (33,920)

Interest paid (9,135) (8,257) (6,389) (4,620) Interest received 2,918 2,075 12,529 481 Tax (paid)/refunded (24,086) (15,239) (1,715) 911

Net cash flow from/(used in) operating activities 67,855 125,741 4,280 (37,148)

90 UNITED MALAYAN LAND BHD (4131-M) Group Company 2011 2010 2011 2010 RM’000 RM’000 RM’000 RM’000

CASH FLOW FROM INVESTING ACTIVITIES Acquisition of non-controlling interest (2,000) (12,000) - - Additions in investment properties (19,630) (3) - - Dividend received from a jointly controlled entity 303 - - - Investment in subsidiary companies - - (2,240) (12,000) Investment in a jointly controlled entity - (10,000) - (10,000) Net dividend income from subsidiary companies - - 28,082 86,713 Proceeds from disposal of property, plant and equipment 14 5 - - Purchase of property, plant and equipment (1,092) (7,164) (148) (37) Redemption of preference shares in a subsidiary company - - - 4,900

Net cash flow (used in)/from investing activities (22,405) (29,162) 25,694 69,576

CASH FLOW FROM FINANCING ACTIVITIES Dividends paid to owners of the Company (18,097) (13,562) (18,097) (13,562) Dividends paid to non-controlling interests (4,500) (15,524) - - Finance lease principal payments (297) (272) (297) (272) Net drawdown/(repayment) of borrowings 12,735 (53,490) (7,000) (22,000) Redemption of preference shares in a subsidiary company by a non-controlling interest - (2,100) - -

Net cash flow used in financing activities (10,159) (84,948) (25,394) (35,834)

NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS 35,291 11,631 4,580 (3,406)

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

CASH AND CASH EQUIVALENTS AT END OF THE FINANCIAL YEAR 100,314 65,023 4,906 326

Cash and cash equivalents comprise: Bank and cash balances (Note 23) 11,099 2,686 4,858 278 Bank balances under Housing Development Accounts (HDA) (Note 23) 65,166 56,281 - - Bank balances under sinking funds (Note 23) 24,194 1,397 - - Fixed deposits (Note 23) 5,676 5,286 48 48 Short term money market deposits (Note 23) 500 6,300 - - Bank overdrafts (Note 27) (6,321) (6,927) - -

100,314 65,023 4,906 326

91 Notes To THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2011

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, project management, operation of recreation club, 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 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.

92 UNITED MALAYAN LAND BHD (4131-M) 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 2011:

t Amendment to FRS 2 “Share-based Payment” t Amendment to FRS 2 “Share-based Payment: Group Cash-settled Share-based Payment Transactions” t Amendment to FRS 5 “Non-current Assets Held for Sale and Discontinued Operations” t Amendment to FRS 7 “Financial Instruments: Disclosures - Improving Disclosures about Financial Instruments” t Amendment to FRS 132 “Financial Instruments: Presentation - Classification of Rights Issue” t Amendment to FRS 138 “Intangible Assets” t IC Interpretation 4 “Determining Whether an Arrangement Contains a Lease” t Amendment to IC Interpretation 9 “Reassessment of Embedded Derivatives” t IC Interpretation 12 “Service Concession Arrangements” t IC Interpretation 16 “Hedges of a Net Investment in a Foreign Operation” t IC Interpretation 17 “Distributions of Non-cash Assets to Owners” t IC Interpretation 18 “Transfers of Assets from Customers” t Improvements to FRSs (2010)

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.

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

In the next financial year, the Group and Company will continue to apply the Financial Reporting Standards framework. The Group and Company will apply the following new standards, amendments to standards and interpretations to existing standards in the following financial periods:

(a) Financial year beginning on or after 1 January 2012

t Amendment to FRS 7 “Financial Instruments: Disclosures on Transfers of Financial Assets” (effective from financial periods beginning on or after 1 January 2012) promotes transparency in the reporting of transfer transactions and improve users’ understanding of the risk exposures relating to transfers of financial assets and the effect of those risks on an entity’s financial position, particularly those involving securitisation of financial assets.

93 THE FINANCIAL STATEMENTS Notes To FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2011

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 not been early adopted (continued)

(a) Financial year beginning on or after 1 January 2012 (continued)

t Amendment to FRS 112 “Income Taxes – Deferred Tax: Recovery of Underlying Assets” (effective from financial periods beginning on or after 1 January 2012) introduces an exception to the existing principle for the measurement of deferred tax assets or liabilities arising on investment property measured at fair value. FRS 112 currently requires an entity to measure the deferred tax relating to an asset depending on whether the entity expects to recover the carrying amount of the asset through use or sale. It can be difficult and subjective to assess whether recovery will be through use or through sale when the asset is measured using the fair value model in FRS 140 “Investment property”. As a result of the amendments, IC Interpretation 121 “Income Taxes - Recovery of Revalued Non-Depreciable Assets” will no longer apply to investment properties carried at fair value. The amendments also incorporate into FRS 112 the remaining guidance previously contained in IC Interpretation 121 which is withdrawn.

t Revised FRS 124 “Related Party Disclosures” (effective from financial periods beginning on or after 1 January 2012) removes the exemption to disclose transactions between government-related entities and the government, and all other government-related entities. The following new disclosures are now required for government related entities:

- The name of the government and the nature of their relationship; - The nature and amount of each individually significant transactions; and - The extent of any collectively significant transactions, qualitatively or quantitatively.

t Amendments to IC Interpretation 14 “Prepayments of a Minimum Funding Requirement” (effective from financial periods beginning on or after 1 July 2011) permits an entity to recognise the prepayments of contributions as an asset, rather than an expense in circumstances when the entity is subject to a minimum funding requirement and makes an early payment of contributions to meet those requirements.

t IC Interpretation 19 “Extinguishing Financial Liabilities with Equity Instruments” (effective from financial periods beginning on or after 1 July 2011) 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.

94 UNITED MALAYAN LAND BHD (4131-M) 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 not been early adopted (continued)

(b) Financial year beginning on or after 1 January 2013

In the financial year beginning on or after 1 January 2013, the Group and Company will be adopting the new IFRS-compliant framework, the Malaysian Financial Reporting Standards (MFRS). In adopting the new framework, the Group and Company will be applying MFRS 1 “First- time Adoption of MFRS” which provides certain optional exemptions and certain mandatory exceptions for first-time MFRS adopters. The Group and Company are in the process of assessing the full impact of MFRS 1.

t Amendments to MFRS 1 “First-time Adoption of MFRS - Fixed Dates and Hyperinflation” (effective from financial periods beginning on or after 1 January 2012) includes two changes to MFRS 1. The first replaces references to a fixed date of 1 January 2004 with ‘the date of transition to MFRSs’, thus eliminating the need for entities adopting MFRSs for the first time to restate de-recognition transactions that occurred before the date of transition to MFRSs. The second amendment provides guidance on how an entity should resume presenting financial statements in accordance with MFRSs after a period when the entity was unable to comply with MFRSs because its functional currency was subject to severe hyperinflation.

t Amendments to MFRS 7 “Financial Instruments: Disclosures – Offsetting Financial Assets and Financial Liabilities” (effective from financial periods beginning on or after 1 January 2013) requires more extensive disclosures focusing on quantitative information about recognised financial instruments that are offset in the statement of financial position and those that are subject to master netting or similar arrangements irrespective of whether they are offset.

t MFRS 9 “Financial Instruments - Classification and Measurement of Financial Assets and Financial Liabilities” (effective from financial periods beginning on or after 1 January 2015) replaces the multiple classification and measurement models in MFRS 139 with a single model that has only two classification categories: amortised cost and fair value. The basis of classification depends on the entity’s business model for managing the financial assets and the contractual cash flow characteristics of the financial asset.

The accounting and presentation for financial liabilities and for de-recognising financial instruments has been relocated from MFRS 139, without change, except for financial liabilities that are designated at fair value through profit or loss (FVTPL). Entities with financial liabilities designated at FVTPL recognise changes in the fair value due to changes in the liability’s credit risk directly in other comprehensive income (OCI). There is no subsequent recycling of the amounts in OCI to profit or loss, but accumulated gains or losses may be transferred within equity.

The guidance in MFRS 139 on impairment of financial assets and hedge accounting continues to apply.

95 THE FINANCIAL STATEMENTS Notes To FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2011

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 not been early adopted (continued)

(b) Financial year beginning on or after 1 January 2013 (continued)

t MFRS 10 “Consolidated Financial Statements” (effective from financial periods beginning on or after 1 January 2013) changes the definition of control. An investor controls an investee when it is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. It establishes control as the basis for determining which entities are consolidated in the consolidated financial statements and sets out the accounting requirements for the preparation of consolidated financial statements. It replaces all the guidance on control and consolidation in MFRS 127 “Consolidated and Separate Financial Statements” and IC Interpretation 112 “Consolidation – Special Purpose Entities”.

t MFRS 11 “Joint Arrangements” (effective from financial periods beginning on or after 1 January 2013) requires a party to a joint arrangement to determine the type of joint arrangement in which it is involved by assessing its rights and obligations arising from the arrangement, rather than its legal form. There are two types of joint arrangement: joint operations and joint ventures. Joint operations arise where a joint operator has rights to the assets and obligations relating to the arrangement and hence accounts for its interest in assets, liabilities, revenue and expenses. Joint ventures arise where the joint operator has rights to the net assets of the arrangement and hence equity accounts for its interest. Proportional consolidation of joint ventures is no longer allowed.

t MFRS 12 “Disclosures of Interests in Other Entities” (effective from financial periods beginning on or after 1 January 2013) sets out the required disclosures for entities reporting under the two new standards, MFRS 10 and MFRS 11, and replaces the disclosure requirements currently found in MFRS 128 “Investments in Associates”. It requires entities to disclose information that helps financial statement readers to evaluate the nature, risks and financial effects associated with the entity’s interests in subsidiaries, associates, joint arrangements and unconsolidated structured entities.

t MFRS 13 “Fair Value Measurement” (effective from financial periods beginning on or after 1 January 2013) aims to improve consistency and reduce complexity by providing a precise definition of fair value and a single source of fair value measurement and disclosure requirements for use across MFRSs. The requirements do not extend the use of fair value accounting but provide guidance on how it should be applied where its use is already required or permitted by other standards. The enhanced disclosure requirements are similar to those in MFRS 7 “Financial Instruments: Disclosures”, but apply to all assets and liabilities measured at fair value, not just financial ones.

96 UNITED MALAYAN LAND BHD (4131-M) 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 not been early adopted (continued)

(b) Financial year beginning on or after 1 January 2013 (continued)

t Amendments to MFRS 101 “Presentation of Items of Other Comprehensive Income” (effective from financial periods beginning on or after 1 July 2012) requires entities to separate items presented in ‘other comprehensive income’ (OCI) in the statement of comprehensive income into two groups, based on whether or not they may be recycled to profit or loss in the future. The amendments do not address which items are presented in OCI.

t The revised MFRS 127 “Separate Financial Statements” (effective from financial periods beginning on or after 1 January 2013) includes the provisions on separate financial statements that are left after the control provisions of MFRS 127 have been included in the new MFRS 10.

t The revised MFRS 128 “Investments in Associates and Joint Ventures” (effective from financial periods beginning on or after 1 January 2013) includes the requirements for joint ventures, as well as associates, to be equity accounted following the issue of MFRS 11.

t Amendments to MFRS 132 “Financial Instruments: Presentation” (effective from financial periods beginning on or after 1 January 2014) does not change the current offsetting model in MFRS 132. It clarifies the meaning of ‘currently has a legally enforceable right of set-off’ that the right of set-off must be available today (not contingent on a future event) and legally enforceable for all counterparties in the normal course of business. It clarifies that some gross settlement mechanisms with features that are effectively equivalent to net settlement will satisfy the MFRS 132 offsetting criteria.

t IC Interpretation 15 “Agreements for Construction of Real Estates” (effective from financial periods beginning on or after 1 January 2012) supersedes FRS 201 “Property Development Activities” and clarifies that property development activities are sale of goods, instead of construction contracts.

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 except for IC Interpretation 15. The Management is evaluating the implications of this interpretation and restropective adjustments may be required to reverse development profits recognised for both completed and ongoing projects.

97 THE FINANCIAL STATEMENTS Notes To FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2011

2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

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.

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 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.

98 UNITED MALAYAN LAND BHD (4131-M) 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

2.2 Basis of consolidation (continued)

(i) Subsidiary companies (continued)

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.

(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.

99 THE FINANCIAL STATEMENTS Notes To FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2011

2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

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.

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.

100 UNITED MALAYAN LAND BHD (4131-M) 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

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.

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.

101 THE FINANCIAL STATEMENTS Notes To FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2011

2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

2.7 Investment properties (continued)

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.

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.

102 UNITED MALAYAN LAND BHD (4131-M) 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

2.8 Impairment (continued)

(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 of group of financial assets that can be reliabily 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.

(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 the 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 assets’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.

103 THE FINANCIAL STATEMENTS Notes To FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2011

2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

2.8 Impairment (continued)

(ii) Financial assets (continued)

(b) Available-for-sale financial assets (continued)

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.

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” (under current assets) upon commencement of development activities and where the development activities can be completed within the Group’s normal operating cycle.

104 UNITED MALAYAN LAND BHD (4131-M) 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

2.10 Land held for property development and property development costs (continued)

(ii) Property development costs

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

When the outcome of the development activities can be estimated reliably, property development revenue and expenses are recognised by using the stage of completion method as stated in Note 2.21 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).

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.

The fair value of trade receivables arising from the sale of completed properties under instalment schemes 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.

105 THE FINANCIAL STATEMENTS Notes To FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2011

2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

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 such shares are subsequently sold or reissued, the difference 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.

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.

106 UNITED MALAYAN LAND BHD (4131-M) 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

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.

107 THE FINANCIAL STATEMENTS Notes To FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2011

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.

108 UNITED MALAYAN LAND BHD (4131-M) 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

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.

(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.

109 THE FINANCIAL STATEMENTS Notes To FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2011

2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

2.20 Contingent liabilities and contingent assets

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

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

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

(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.

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.

110 UNITED MALAYAN LAND BHD (4131-M) 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

2.21 Revenue recognition (continued)

(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 right to receive payment is established.

(v) Management fees

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

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.

111 THE FINANCIAL STATEMENTS Notes To FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2011

2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

2.22 Financial instruments (continued)

(i) Financial assets (continued)

(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.

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 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.

112 UNITED MALAYAN LAND BHD (4131-M) 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

2.22 Financial instruments (continued)

(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.

(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.

113 THE FINANCIAL STATEMENTS Notes To FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2011

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

(i) Revenue recognition

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

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

(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.

114 UNITED MALAYAN LAND BHD (4131-M) 4 FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

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

Interest rate risk

Cash flow interest rate risk is the risk that the future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Fair value interest rate risk is the risk that the fair value of a financial instrument will fluctuate due to changes in market interest rates.

The Group’s interest bearing assets are primarily short-term bank deposits with financial institutions. The interest rates on these deposits are monitored closely to ensure that they are maintained at favourable rates. The Group considers the risk of significant changes to interest rates on deposits to be unlikely.

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 actively monitors its borrowings to ensure that the Group 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 exposure to credit risk arises principally from its receivables from customers and deposits with licensed banks.

Credit risk with respect to trade receivable, 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 considers 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.

115 THE FINANCIAL STATEMENTS Notes To FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2011

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 dates 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

At 31 December 2011

Group Trade and other payables 136,848 5,924 20,465 294 Borrowings 76,458 38,322 33,670 -

Company Trade and other payables 44,508--- Borrowings 27,156 6,374 23,728 -

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 - -

116 UNITED MALAYAN LAND BHD (4131-M) 5 REVENUE

2011 2010 RM’000 RM’000

Group

Revenue from property development 317,689 311,813 Interest income 804 679 Land lease rental income 1,384 55 Provision of management services 240 200 Quarry lease rental income 888 557 Rental income from investment properties 2,465 3,616

323,470 316,920

Company

Dividend income from subsidiary companies 34,380 98,972 Interest income 15,178 12,795 Provision of management services 6,405 6,157

55,963 117,924

6 EMPLOYEE BENEFITS EXPENSES

Group Company 2011 2010 2011 2010 RM’000 RM’000 RM’000 RM’000

Wages, salaries and bonus 20,644 16,950 8,723 6,264 Defined contribution retirement plan 2,942 2,471 1,183 860 Other employee benefits 1,685 1,398 544 372

25,271 20,819 10,450 7,496

Employee benefits expenses include the remuneration of an Executive Director.

At the end of the financial year, there were 280 (2010: 276) employees in the Group and 65 (2010: 61) employees in the Company.

117 THE FINANCIAL STATEMENTS Notes To FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2011

7 KEY MANAGEMENT PERSONNEL COMPENSATION

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

Group Company 2011 2010 2011 2010 RM’000 RM’000 RM’000 RM’000

Directors:

Executive Director: - fees 150 40 150 40 - basic salaries and bonus 1,100 655 1,100 655 - defined contribution retirement plan 165 98 165 98 - other emoluments 22 24 22 24

1,437 817 1,437 817

Non-Executive Directors: - fees 700 403 700 403 - other emoluments 83 93 83 93

783 496 783 496

2,220 1,313 2,220 1,313

Other key management personnel: - short term employee benefits 1,301 1,032 1,301 1,032 - defined contribution retirement plan 195 154 195 154 1,496 1,186 1,496 1,186

3,716 2,499 3,716 2,499

Estimated monetary value of Directors’ benefits-in-kind - Executive 35 35 35 35 - Non-Executive 40 52 40 52

75 87 75 87

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.

118 UNITED MALAYAN LAND BHD (4131-M) 8 FINANCE COSTS

Group Company 2011 2010 2011 2010 RM’000 RM’000 RM’000 RM’000

Interest expense on: - revolving credit 1,864 943 1,745 918 - bank overdrafts 223 141 - - - term loan 2,770 4,104 2,098 2,956 - bridging loan 1,023 1,382 - - - finance lease 22 19 22 19 - advances from subsidiary companies - - 1,203 828 - others 528 528 - -

6,430 7,117 5,068 4,721

9 PROFIT BEFORE TAX

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

Group Company 2011 2010 2011 2010 RM’000 RM’000 RM’000 RM’000

Interest (income) from/reversal of interest income: - short term deposits (356) (939) (56) (75) - advances to jointly controlled entities (748) (604) (1,495) (1,209) - advances to subsidiary companies - - (13,627) (11,511) - amounts overdue from purchasers 415 1,651 - - - others (5,938) (1,409) - - Gain on disposal of property, plant and equipment (13) (5) - - Rental income from properties (2,002) (1,820) - - Direct operating expenses of investment properties: - revenue generating properties 1,146 1,077 - - - non-revenue generating properties 295 285 - - Auditors’ remuneration Statutory audit 253 202 60 50 Non statutory audit fees: - tax advisory and compliance work 55 58 10 10 - other regulatory work 76 69 61 17 Guaranteed lease rental 1,546 1,216 - - Property, plant and equipment written off 5 8 - - Provision for interest costs 1,859 7,025 - -

119 THE FINANCIAL STATEMENTS Notes To FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2011

10 INCOME TAX EXPENSE

Group Company 2011 2010 2011 2010 RM’000 RM’000 RM’000 RM’000

Current tax: - Malaysian tax 21,667 18,638 4,630 12,925 Deferred tax (Note 19) (1,616) (2,037) 1,065 (163) 20,051 16,601 5,695 12,762

Current tax Current financial year 19,996 18,998 4,675 13,242 Under/(over)accrual in prior financial years (net) 1,671 (360) (45) (317) 21,667 18,638 4,630 12,925

Deferred tax Origination and reversal of temporary differences (1,617) (2,253) 1,066 (332) Under/(over)accrual in prior financial years (net) 1 216 (1) 169 (1,616) (2,037) 1,065 (163) 20,051 16,601 5,695 12,762

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

Group Company 2011 2010 2011 2010 %%%%

Malaysian tax rate 25 25 25 25 Tax effects of: - expenses not deductible for tax purposes 3 3 3 2 - income not subject to tax (1) (5) (10) (14) - current year’s tax loss not recognised 1 1 - - - lower tax rate resulting from restatement of land costs for tax purposes (2) (3) - - - utilisation of previously unrecognised tax losses (2) (1) - - - utilisation of previously unrecognised timing differences (1) - - - - group tax relief - - (2) - - underaccrual of current tax in prior financial years 2 - - - - others - 2 - - Average effective tax rate 25 22 16 13

Included in tax expense of the Group are tax savings from utilisation of current financial year’s tax losses of subsidiary companies amounting to RM806,000 (2010: RM903,000).

120 UNITED MALAYAN LAND BHD (4131-M) 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. The weighted average number of ordinary shares was derived at after taking into account the 1:4 bonus issue.

2011 2010

Profit attributable to owners of the Company for the financial year (RM’000) 56,931 51,570

Weighted average number of ordinary shares in issue, as previously reported (‘000) - 241,303

Basic EPS, as previously reported (sen) - 21.37

2011 2010 (Restated)

Weighted average number of ordinary shares in issue, including adjustment for 1:4 bonus issue (‘000) 301,629 301,629

Basic EPS (sen) 18.87 17.10

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 RM3.04 (2010: RM3.64). The net assets per share attributable to owners of the Company is calculated by dividing the equity attributable to owners of the Company of RM915,854,856 (2010: RM878,530,025) at the end of the financial year by the issued share capital of 301,629,214 shares, (which is net of 401,800 treasury shares) (2010: 241,303,433 shares, (which is net of 401,800 treasury shares)) of the Company at the end of the financial year.

121 THE FINANCIAL STATEMENTS Notes To FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2011

12 DIVIDEND PER SHARE

2011 2010 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 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 -- Interim dividend for 2010, tax-exempt --2.50 6,032 Interim dividend for 2011, tax-exempt 2.50 7,541 --

7.65 19,606 7. 26 15,0 69

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

Final dividend for 2010, less income tax of 25% --0.60 1,086 Final dividend for 2010, single-tier --4.55 10,979 Final dividend for 2011, single-tier 5.00 15,081 --

5.00 15,081 5.15 12,065

At the forthcoming Annual General Meeting (AGM), a final dividend of 5.00 sen per ordinary share, single-tier (2010: 0.60 sen gross per ordinary share, less income tax of 25% and 4.55 sen per ordinary share, single-tier) on 301,629,214 shares, (which is net of 401,800 treasury shares) (2010: 241,303,433 shares, (which is net of 401,800 treasury shares)) in respect of the financial year ended 31 December 2011 will be proposed for shareholders’ approval. This final net dividend amounts to RM15,081,461.

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.

122 UNITED MALAYAN LAND BHD (4131-M) 13 PROPERTY, PLANT AND EQUIPMENT

As at Disposals/ As at 1.1.2011 Additions write-off Transfers 31.12.2011 RM’000 RM’000 RM’000 RM’000 RM’000

Group

2011

Cost/Valuation Freehold land 276,797 8 - (19,021) 257,784 Buildings 8,126 665 (18) - 8,773 Furniture, fittings and equipment 7,475 257 (18) - 7,714 Motor vehicles 2,978 662 (40) - 3,600 Stable and equestrian equipment 56 - (56) - -

295,432 1,592 (132) (19,021) 277,871

Charge for As at the financial Disposals/ As at 1.1.2011 year write-off Transfers 31.12.2011 RM’000 RM’000 RM’000 RM’000 RM’000

Accumulated depreciation Freehold land ----- Buildings 470 439 (12) - 897 Furniture, fittings and equipment 6,752 410 (18) - 7,144 Motor vehicles 1,747 239 (40) - 1,946 Stable and equestrian equipment 56 - (56) - -

9,025 1,088 (126) - 9,987

123 THE FINANCIAL STATEMENTS Notes To FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2011

13 PROPERTY, PLANT AND EQUIPMENT (continued)

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 equipment56---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 64 406 - - 470 Building under construction ----- Furniture, fittings and equipment 6,373 466 (87) - 6,752 Motor vehicles 1,480 267 - - 1,747 Stable and equestrian equipment56---56

7,973 1,139 (87) - 9,025

As at As at 31.12.2011 31.12.2010 RM’000 RM’000

Net carrying amounts Freehold land 257,784 276,797 Buildings 7,876 7, 65 6 Furniture, fittings and equipment 570 723 Motor vehicles 1,654 1,231 Stable and equestrian equipment - -

267,884 286,407

Freehold land with carrying amount of RM19,020,663 (2010: Nil) is transferred to land held for property development during the financial year (Note 18).

124 UNITED MALAYAN LAND BHD (4131-M) 13 PROPERTY, PLANT AND EQUIPMENT (continued)

As at As at 1.1.2011 Additions 31.12.2011 RM’000 RM’000 RM’000

Company

2011

Cost Furniture, fittings and equipment 1,477 81 1,558 Motor vehicles 2,129 567 2,696

3,606 648 4,254

Charge for As at the financial As at 1.1.2011 year 31.12.2011 RM’000 RM’000 RM’000

Accumulated depreciation Furniture, fittings and equipment 1,317 115 1,432 Motor vehicles 1,176 187 1,363

2,493 302 2,795

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

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

125 THE FINANCIAL STATEMENTS Notes To FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2011

13 PROPERTY, PLANT AND EQUIPMENT (continued)

As at As at 31.12.2011 31.12.2010 RM’000 RM’000

Company

Net carrying amounts Furniture, fittings and equipment 126 160 Motor vehicles 1,333 953

1,459 1,113

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 2011 2010 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 235,987 254,898 Development expenditures, at cost 4,596 4,698

257,784 276,797

If the freehold land had been determined in accordance with the historical cost convention, the cost of the freehold land for the Group is RM9,961,941 (2010: RM12,431,889).

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

Group Company 2011 2010 2011 2010 RM’000 RM’000 RM’000 RM’000

Freehold land 1,240 1,240 - - Building 7,420 7,16 6 - - Motor vehicles 766 570 766 570

Total (Note 27) 9,426 8,976 766 570

126 UNITED MALAYAN LAND BHD (4131-M) 13 PROPERTY, PLANT AND EQUIPMENT (continued)

Acquisition of property, plant and equipment of the Group and Company was financed by:

Group Company 2011 2010 2011 2010 RM’000 RM’000 RM’000 RM’000

Cash 1,092 7,16 4 148 37 Finance lease 500 - 500 -

1,592 7,16 4 648 37

The net book value of motor vehicles under finance leases at the reporting dates was RM765,660 (2010: RM570,384) and these motor vehicles were pledged as security under finance lease arrangement (Note 27).

14 INVESTMENT PROPERTIES

Group 2011 2010 RM’000 RM’000

At beginning of the financial year 56,297 56,853 Transfer from completed properties 468 - Additional costs incurred 19,630 3 Depreciation (452) (559)

At end of the financial year 75,943 56,297

Cost 81,910 61,812 Accumulated depreciation (5,967) (5,515)

Net carrying amount 75,943 56,297

The fair value of the properties was estimated at RM140,614,000 (2010: 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 (2010: RM6,823,754) have been pledged as security for borrowings (Note 27).

127 THE FINANCIAL STATEMENTS Notes To FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2011

15 INVESTMENTS IN SUBSIDIARY COMPANIES

Company 2011 2010 RM’000 RM’000

Unquoted shares, at cost 556,871 545,892 Amounts due from subsidiary companies 1,152 1,148 558,023 547,040 Less: Allowance for impairment (82) (86)

557,941 546,954

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

Group’s effective interest Name of company Principal activities 2011 2010 %%

@ 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 Builders Sdn Bhd Property development and related activities 100 100 (formerly known as UM Land Bena Sdn Bhd)

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 100 100

Exquisite Mode Sdn Bhd Property development and related activities 100 100

Clear Dynamic Sdn Bhd Property development and related activities - 100

Extreme Consolidated Sdn Bhd Property development and related activities 51 51

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

Tentu Teguh Sdn Bhd Property development and related activities 100 -

128 UNITED MALAYAN LAND BHD (4131-M) 15 INVESTMENTS IN SUBSIDIARY COMPANIES (continued)

Group’s effective interest Name of company Principal activities 2011 2010 %%

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 & Equestrian Club Operation of a recreational club and 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.

Disposal of a subsidiary company

On 20 October 2011, the Company disposed 2 ordinary shares of RM1.00 each representing 100% of the total issued and paid-up share capital of Clear Dynamic Sdn Bhd to Nusajaya Consolidated Sdn Bhd, a 50:50 joint venture company between the Company and UEM Land Berhad, for a cash consideration of RM2.00. Upon the disposal, Clear Dynamic Sdn Bhd ceased to be a wholly-owned subsidiary of the Company.

The disposal has no significant effect on the financial results of the Group in the financial year and the financial position of the Group at the end of the financial year.

129 THE FINANCIAL STATEMENTS Notes To FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2011

15 INVESTMENTS IN SUBSIDIARY COMPANIES (continued)

Acquisition of a subsidiary company

On 22 November 2011, the Company acquired the entire equity interest in Tentu Teguh Sdn Bhd (TTSB) representing 1,000,000 ordinary shares of RM1.00 each for a total cash consideration of RM10.98 million. Upon acquisition, TTSB becomes a wholly-owned subsidiary of the Company.

The fair values of the identifiable assets and liabilites of TTSB as at date of acquisition were as follows:

Fair value Acquiree’s recognised carrying on acquisition amount RM’000 RM’000

Identifiable assets and liabilities

Property development costs 20,278 7,225 Bank balance 11

Total assets 20,279 7,226

Other payables (9,300) (9,300)

Total liabilities (9,300) (9,300)

Identifiable net assets/(liabilities) acquired 10,979 (2,074)

Cost of acquisition 10,979

The effects of the acquisition on the cash flows of the Group for the financial year ended 31 December 2011 were as follows:

RM’000

Purchase consideration satisfied by cash 240 Less: Cash and cash equivalents in the subsidiary company acquired (1)

Net cash outflow of the Group 239

The acquired subsidiary contributed to net profit of RM3,191,881 to the Group for the period from 22 November 2011 to 31 December 2011.

130 UNITED MALAYAN LAND BHD (4131-M) 16 INVESTMENTS IN JOINTLY CONTROLLED ENTITIES

2011 2010 RM’000 RM’000

Group Share of net assets of jointly controlled entities 31,343 31,041

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

The Group’s share of the revenue and expenses of the jointly controlled entities are as follows:

2011 2010 RM’000 RM’000

Revenue 7,563 4,023 Expenses including income tax expense (6,958) (3,484)

Profit after tax 605 539

The Group’s share of assets and liabilities of the jointly controlled entities are as follows:

2011 2010 RM’000 RM’000

Non-current assets 64 135 Current assets 104,843 87,680 Current liabilities (39,183) (19,267) Non-current liabilities (34,381) (37,507)

Net assets 31,343 31,041

131 THE FINANCIAL STATEMENTS Notes To FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2011

16 INVESTMENTS IN JOINTLY CONTROLLED ENTITIES (continued)

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

Group’s effective interest Name of company Principal activities 2011 2010 %%

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

^ Raffles Campus (Seri Alam) Sdn Bhd Management of campus facilities for education business and related activities including the leasing of properties for such business activities 51 -

^ On 11 December 2011, Seri Alam Properties Sdn Bhd (Seri Alam), a wholly-owned subsidiary of the Company had entered into a Shareholders Agreement (SA) with Raffles Campus Pte Ltd (Raffles) to govern a joint venture company, Raffles Campus (Seri Alam) Sdn Bhd (RCSA), for the proposed development of an international school for use by Raffles as its Johor campus.

Pursuant to the SA, Seri Alam and Raffles will acquire 51 ordinary shares and 49 ordinary shares of RM1.00 each respectively in RCSA at par value. The shareholdings of Seri Alam and Raffles in RCSA shall be 51% and 49% respectively.

Although the Group owns 51% equity interest in RCSA, the financial and operating policies of RCSA are jointly governed and decisions require unanimous consent of both shareholders by virtue of the shareholding agreement. Consequently, the Group accounts for RCSA as a jointly controlled entity.

132 UNITED MALAYAN LAND BHD (4131-M) 17 AVAILABLE-FOR-SALE FINANCIAL ASSETS

Group Company 2011 2010 2011 2010 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 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 2011 2010 RM’000 RM’000

At beginning of the financial year 172,138 194,700 Transfer from property, plant and equipment (Note 13) 19,021 - Transfer to property development costs (Note 21) (16,677) (13,562) Disposed during the financial year - (9,000)

At end of the financial year 174,482 172,138

Land held for property development with carrying amount of RM117,270,966 (2010: RM129,810,638) have been pledged as security for borrowings (Note 27).

133 THE FINANCIAL STATEMENTS Notes To FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2011

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 2011 2010 2011 2010 RM’000 RM’000 RM’000 RM’000

Deferred tax assets: - subject to income tax 11,362 10,137 - 306 - subject to real property gains tax (RPGT) 8,931 9,167 - - 20,293 19,304 - 306 Deferred tax liabilities: - subject to income tax (9,859) (10,486) (759) -

10,434 8,818 (759) 306

At beginning of the financial year: 8,818 6,781 306 143

Credited/(charged) to profit or loss (Note 10): - property, plant and equipment (35) (36) (18) 9 - land held for property development 549 - - - - property development costs (464) 291 - - - interest capitalised 1,795 1,974 - - - receivables (99) 306 (1,225) 214 - payables 419 (140) 178 (60) - tax losses (549) (358) - - 1,616 2,037 (1,065) 163

At end of the financial year 10,434 8,818 (759) 306

134 UNITED MALAYAN LAND BHD (4131-M) 19 DEFERRED TAX (continued)

Group Company 2011 2010 2011 2010 RM’000 RM’000 RM’000 RM’000

Subject to income tax:

Deferred tax assets (before offsetting): - property, plant and equipment 9 19 - - - interest capitalised 10,751 8,956 - - - receivables 349 448 74 74 - payables 1,104 663 458 280 - tax losses 171 720 - -

12,384 10,806 532 354 Offsetting (1,022) (669) (532) (48)

Deferred tax assets (after offsetting) 11,362 10,137 - 306

Deferred tax liabilities (before offsetting): - property, plant and equipment (135) (110) (66) (48) - land held for property development (8,577) (9,126) - - - property development costs (2,022) (1,794) - - - interest capitalised (74) (74) - - - receivables - - (1,225) - - payables (73) (51) - -

(10,881) (11,155) (1,291) (48) Offsetting 1,022 669 532 48

Deferred tax liabilities (after offsetting) (9,859) (10,486) (759) -

Subject to RPGT:

Deferred tax assets: - property development costs 8,931 9,167 - -

The amount of unused tax losses (with no expiry date) for which no deferred tax asset is recognised is as follows:

Group Company 2011 2010 2011 2010 RM’000 RM’000 RM’000 RM’000

Tax losses 93,888 98,554 - -

135 THE FINANCIAL STATEMENTS Notes To FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2011

20 COMPLETED PROPERTIES

Completed properties with carrying amount of RM8,156,593 (2010: RM26,508,841) have been pledged as security for borrowings (Note 27).

21 PROPERTY DEVELOPMENT COSTS

Group 2011 2010 RM’000 RM’000

At beginning 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

Costs incurred during the financial year Acquisition of land 62,723 - Development costs incurred 172,523 180,194 Transfer from land held for property development (Note 18) 16,677 13,562 Transfer from/(to) completed properties 5,311 (19,712) Accumulated costs recognised in profit or loss (186,174) (166,578)

71,060 7,4 6 6

At end of the financial year Freehold land - at cost 156,778 103,275 - at valuation 29,037 29,665 Development costs incurred 406,124 443,869 Accumulated costs recognised in profit or loss (170,222) (226,152)

421,717 350,657

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 RM2,146,156 (2010: RM1,399,389).

Property development costs with carrying amount of RM204,741,332 (2010: RM156,860,618) have been pledged as security for borrowings (Note 27).

136 UNITED MALAYAN LAND BHD (4131-M) 22 TRADE AND OTHER RECEIVABLES

Group Company 2011 2010 2011 2010 RM’000 RM’000 RM’000 RM’000

Non-current

Trade receivables 4,412 1,735 - - Other receivables 3,101 2,612 - - Amounts due from related parties: Jointly controlled entities 21,486 16,776 23,297 17,839 Subsidiary company - - 26,137 -

28,999 21,123 49,434 17,839 Less: Allowance for impairment (4) - (4) -

Trade and other receivables (non-current) 28,995 21,123 49,430 17,839

Current

Trade receivables Third parties 45,112 40,348 297 297 Related parties: Directors 2 - - - Persons/companies related to Directors 93 699 - -

45,207 41,047 297 297

Less: Allowance for impairment Third parties (3,137) (4,655) (297) (297) Related parties: Directors (2) - - - Person/company related to Directors (19) (38) - -

(3,158) (4,693) (297) (297)

Accrued billings in respect of property development 103,292 87,820 - - Accrued rental income from investment properties 2,070 1,928 - -

105,362 89,748 - -

Trade receivables (current) 147,411 126,102 - -

137 THE FINANCIAL STATEMENTS Notes To FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2011

22 TRADE AND OTHER RECEIVABLES (continued)

Group Company 2011 2010 2011 2010 RM’000 RM’000 RM’000 RM’000

Current

Other receivables Other receivables 5,315 4,707 71 55 Less: Allowance for impairment (250) (876) - -

5,065 3,831 71 55

Amounts due from related parties: Subsidiary companies - - 164,416 197,434 Jointly controlled entities 838 371 - - Related companies 7 - 7 -

845 371 164,423 197,434 Deposits 2,334 1,859 256 247 Prepayments 167 309 80 230

3,346 2,539 164,759 197,911

Other receivables (current) 8,411 6,370 164,830 197,966

Trade and other receivables (current) 155,822 132,472 164,830 197,966

Total trade and other receivables (current and non-current) 184,817 153,595 214,260 215,805

138 UNITED MALAYAN LAND BHD (4131-M) 22 TRADE AND OTHER RECEIVABLES (continued)

(a) Trade receivables

The ageing analysis of the Group’s and Company’s trade receivables is as follows:

Group Company 2011 2010 2011 2010 RM’000 RM’000 RM’000 RM’000

Neither past due nor impaired 37,993 27,903 - -

Past due but not impaired 1 to 30 days 3,683 4,452 - - 31 to 90 days 3,321 2,756 - - 91 to 180 days 693 1,488 - - More than 180 days 209 694 - -

7,906 9,390 - -

Impaired 3,720 5,489 297 297

49,619 42,782 297 297

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

Trade receivables of the Group of RM7,906,153 (2010: 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.

139 THE FINANCIAL STATEMENTS Notes To FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2011

22 TRADE AND OTHER RECEIVABLES (continued)

(a) Trade receivables (continued)

Receivables that are impaired

The Group’s and Company’s trade receivables that are impaired at the reporting dates are as follows:

Group Company 2011 2010 2011 2010 RM’000 RM’000 RM’000 RM’000

Individually impaired

Trade receivables, at nominal amount 3,720 5,489 297 297 Less: Allowance for impairment (3,158) (4,693) (297) (297)

562 796 - -

Total trade receivables, net

Trade receivables, at nominal amount 3,720 5,489 297 297 Less: Allowance for impairment (3,158) (4,693) (297) (297)

562 796 - -

The movement of the allowance for impairment losses of trade receivables during the financial year are as follows:

Group Company 2011 2010 2011 2010 RM’000 RM’000 RM’000 RM’000

At beginning of the financial year 4,693 7, 2 20 297 297 Impairment losses recognised 1,055 1,662 - - Reversal of impairment losses (2,590) (4,189) - -

At end of the financial year 3,158 4,693 297 297

Trade receivables that are individually determined to be impaired at the reporting dates relate to debtors that have defaulted on payments and in financial difficulties.

140 UNITED MALAYAN LAND BHD (4131-M) 22 TRADE AND OTHER RECEIVABLES (continued)

(b) Related parties balances

(i) Amounts due from related parties (Trade)

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 (Non-trade)

Amounts due from subsidiary companies bear interest ranging from 7.60% to 8.60% (2010: 7.30% to 8.30%) per annum as at financial year end.

Amounts due from jointly controlled entities amounting to RM21,482,161 (2010: RM16,775,599) bear interest of 7.60% (2010: 7.30%) 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 2011 2010 2011 2010 RM’000 RM’000 RM’000 RM’000

Bank and cash balances 11,099 2,686 4,858 278 Bank balances under Housing Development Accounts (HDA) 65,166 56,281 - - Bank balances under sinking funds 24,194 1,397 - - Fixed deposits 5,676 5,286 48 48 Short term money market deposits 500 6,300 - -

106,635 71,950 4,906 326

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

Group Company 2011 2010 2011 2010 % p.a. % p.a. % p.a. % p.a.

Bank balances 0.79 0.02 1.80 0.20 Bank balances under HDA 1.81 1.58 - - Bank balances under sinking funds 0.64 2.00 - - Fixed deposits 2.86 2.61 3.10 2.75 Short term money market deposits 2.35 2.17 - -

141 THE FINANCIAL STATEMENTS Notes To FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2011

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 (2010: one month). 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 funds, which are established in accordance with the terms stipulated in the loan agreements, represent deposits with banks which will be utilised for the repayment of term loan and bridging loan of subsidiary companies.

24 SHARE CAPITAL

Group and Company 2011 2010 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 of the financial year 241,705 241,705 Issuance of bonus shares 60,326 -

At end of the financial year 302,031 241,705

The new ordinary shares issued during the financial year rank pari-passu in all respects with the existing ordinary shares of the Company.

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 2011, the number of outstanding shares in issue which are fully paid is 301,629,214 (net of 401,800 treasury shares) (2010: 241,303,433 (net of 401,800 treasury shares)) ordinary shares of RM1.00 each.

142 UNITED MALAYAN LAND BHD (4131-M) 25 RESERVES

Group Company 2011 2010 2011 2010 RM’000 RM’000 RM’000 RM’000

Non-distributable Share premium 3,645 63,971 3,645 63,971 Revaluation reserves 203,459 206,219 - - Merger reserve^ - - 209,375 209,375

207,104 270,190 213,020 273,346 Capital reserves: - Merger deficit# (41,625) (41,625) - - - Capital redemption reserve+ 130 70 - -

Treasury shares (Note 24) (463) (463) (463) (463)

165,146 228,172 212,557 272,883

Distributable Retained earnings 336,418 299,153 173,025 161,840 Revaluation reserves* 112,260 109,500 15,256 15,256

448,678 408,653 188,281 177,096

613,824 636,825 400,838 449,979

^ 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 subsidiary companies of which the preference shares were redeemed.

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

143 THE FINANCIAL STATEMENTS Notes To FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2011

26 TRADE AND OTHER PAYABLES

Group Company 2011 2010 2011 2010 RM’000 RM’000 RM’000 RM’000

Non-current Trade payables 6,413 6,894 - - Other payables 15,975 138 - -

22,388 7,032 - -

Current Trade payables 19,546 22,461 - - Trade accruals 56,352 29,660 - - Amounts due to related parties: Subsidiary companies - - 28,503 27,684 Related companies 245 248 - 3 Payroll liabilities 3,870 3,483 1,763 1,328 Other payables and accruals 56,835 16,050 14,242 6,195

136,848 71,902 44,508 35,210

Total trade and other payables (current and non-current) 159,236 78,934 44,508 35,210

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 7.60% (2010: 7.30%) 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.

144 UNITED MALAYAN LAND BHD (4131-M) 27 BORROWINGS

Group Company 2011 2010 2011 2010 RM’000 RM’000 RM’000 RM’000

Non-current

Secured Bridging loan 9,249 11,249 - - Term loan 29,700 16,200 - - Finance lease liabilities 339 63 339 63

39,288 27,512 339 63 Unsecured Term loan 27,000 40,000 27,000 40,000

66,288 67,512 27,339 40,063

Current

Secured Bank overdrafts 6,321 6,927 - - Bridging loan 20,921 15,000 - - Revolving credit 8,760 - - - Term loan 13,300 19,746 - - Finance lease liabilities 156 229 156 229

49,458 41,902 156 229 Unsecured Revolving credit 26,000 21,000 26,000 21,000 Term loan 1,000 - 1,000 -

76,458 62,902 27,156 21,229

Total

Bank overdrafts 6,321 6,927 - - Revolving credit 34,760 21,000 26,000 21,000 Bridging loan 30,170 26,249 - - Term loan 71,000 75,946 28,000 40,000 Finance lease liabilities 495 292 495 292

142,746 130,414 54,495 61,292

145 THE FINANCIAL STATEMENTS Notes To FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2011

27 BORROWINGS (continued)

The borrowings are secured by the following:

Group Company 2011 2010 2011 2010 RM’000 RM’000 RM’000 RM’000

Property, plant and equipment (Note 13) 9,426 8,976 766 570 Investment properties (Note 14) 6,824 6,824 - - Land held for property development (Note 18) 117,271 129,811 - - Completed properties (Note 20) 8,157 26,509 - - Property development costs (Note 21) 204,741 156,861 - -

346,419 328,981 766 570

Total carrying Maturity profile amount < 1 year 1 – 2 years 2 – 5 years RM’000 RM’000 RM’000 RM’000

Group

2011

Bank overdrafts 6,3216,321-- Revolving credit 34,760 34,760 - - Bridging loan 30,170 20,921 9,249 - Term loan 71,000 14,300 38,600 18,100 Finance lease liabilities 495 156 201 138

142,746 76,458 48,050 18,238

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

146 UNITED MALAYAN LAND BHD (4131-M) 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

2011

Revolving credit 26,000 26,000 - - Term loan 28,000 1,000 5,000 22,000 Finance lease liabilities 495 156 201 138

54,495 27,156 5,201 22,138

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 -

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

2011

Bank overdrafts 7.60 6,321 6,321 - Revolving credit 4.99 34,760 34,760 - Term loan 5.30 16,200 16,200 - Term loan 4.75 10,000 10,000 - Bridging loan 4.85 30,170 30,170 - Term loan 5.31 16,800 16,800 - Term loan 5.15 28,000 28,000 - Finance lease liabilities 4.66 495 - 495

142,746 142,251 495

147 THE FINANCIAL STATEMENTS Notes To FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2011

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

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

Company

2011

Revolving credit 4.95 26,000 26,000 - Term loan 5.15 28,000 28,000 - Finance lease liabilities 4.66 495 - 495

54,495 54,000 495

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

148 UNITED MALAYAN LAND BHD (4131-M) 27 BORROWINGS (continued)

(a) Unsecured term loan of RM40 million as at 31 December 2010 represented primary collateralised loan obligation entered by the Company in 2007. The term loan was subject to fixed interest rate of 6.38% per annum and was repaid in one lump sum in July 2011. The fair value of this long term loan as at 31 December 2010 was RM40,962,416. The fair value was estimated based on future contractual cash flows discounted at the interest rate of 4.70% per annum.

(b) The fair value of the non-current finance lease liabilities as at the reporting dates is RM331,754 (2010: RM59,894). The fair value is estimated based on future contractual cash flows discounted at the interest rate of 4.73% (2010: 4.17%) per annum.

(c) The carrying amount of all other borrowings of the Group and Company at the reporting dates approximates their fair values.

The minimum lease payments of finance lease liabilities at the reporting dates are as follows:

Group and Company 2011 2010 RM’000 RM’000

Future minimum lease payments: Not later than 1 year 176 236 Later than 1 year and not later than 5 years 367 63

Total future minimum lease payments 543 299 Less: Future finance charges (48) (7)

Present value of finance lease liabilities 495 292

Analysis of present value of finance lease liabilities Not later than 1 year 156 229 Later than 1 year and not later than 5 years 339 63

495 292

149 THE FINANCIAL STATEMENTS Notes To FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2011

28 PROVISIONS

Group Property Infrastructure Interest development costs costs costs Total RM’000 RM’000 RM’000 RM’000

2011

At beginning of the financial year 9,609 7,025 96 16,730 Additional provision during the financial year 244 1,859 - 2,103 Utilised during the financial year (183) (3,060) - (3,243)

At end of the financial year 9,670 5,824 96 15,590

Current 9,670 4,589 96 14,355 Non-current -1,235 -1,235

At end of the financial year 9,670 5,824 96 15,590

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

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 subsidiary companies in respect of properties sold under the Developer Interest Bearing Scheme. Under this scheme, the subsidiary companies 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 one to two financial years from the reporting dates.

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.

150 UNITED MALAYAN LAND BHD (4131-M) 29 FINANCIAL INSTRUMENTS BY CATEGORY

Group Company 2011 2010 2011 2010 RM’000 RM’000 RM’000 RM’000

Loan and receivables

Non-current assets: Trade and other receivables 28,995 21,123 49,430 17,839

Current assets: Trade and other receivables* 50,293 42,415 164,750 197,736 Deposits, bank and cash balances 106,635 71,950 4,906 326

Total 185,923 135,488 219,086 215,901

Other financial liabilities

Non-current liabilities: Trade and other payables 22,388 7,032 - - Borrowings 66,288 67,512 27,339 40,063

Current liabilities: Trade and other payables 136,848 71,902 44,508 35,210 Borrowings - bank overdrafts 6,321 6,927 - - - others 70,137 55,975 27,156 21,229

Total 301,982 209,348 99,003 96,502

* This amount excludes accrued billings in respect of property development, accrued rental income from investment properties and prepayments as they do not meet the definition of a financial instrument.

151 THE FINANCIAL STATEMENTS Notes To FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2011

30 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 2011 2010 2011 2010 RM’000 RM’000 RM’000 RM’000

Transactions with subsidiary companies Dividend income - - 34,380 98,972 Expenses paid on behalf by subsidiary companies - - 27,471 45,499 Interest income - - 13,627 11,511 Interest expense - - 1,203 828 Payment made on behalf of subsidiary companies - - 37,459 86,130 Provision of management services - - 6,165 5,957

Transactions with jointly controlled entities Interest income 748 604 1,495 1,209 Rental income 1,243 1,216 - - Payment made on behalf of jointly controlled entities 3,717 14,645 3,717 14,645 Provision of management services 240 200 240 200 Sale of freehold land 10,826 - - -

Transactions with a corporate shareholder, Tradewinds Corporation Berhad and its related companies Purchase of goods and procurement of services 1,519 1,202 1,284 999

Transactions with a Director of the Company Progress billings for sale of properties 246 65 - -

Transactions with persons/company related to Directors of the Company Agency commission expense - 22 - - Progress billings for sale of properties 987 654 - -

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.

152 UNITED MALAYAN LAND BHD (4131-M) 31 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 2011 2010 RM’000 RM’000

Not later than 1 year 972 935 Later than 1 year and not later than 5 years 4,010 3,953 Later than 5 years 25,390 26,422

30,372 31,310

(ii) Capital commitments

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 22,320

254,820 254,820

32 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 convenants 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.

153 THE FINANCIAL STATEMENTS Notes To FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2011

32 CAPITAL MANAGEMENT (continued)

The gearing ratios of the Group and Company as at the reporting dates are as follows:

Group Company 2011 2010 2011 2010 RM’000 RM’000 RM’000 RM’000

Total borrowings (Note 27) 142,746 130,414 54,495 61,292 Less: Bank and cash balances (Note 23) (11,099) (2,686) (4,858) (278) Bank balances under sinking funds (Note 23) (24,194) (1,397) - - Fixed deposits (Note 23) (5,676) (5,286) (48) (48) Short term money market deposits (Note 23) (500) (6,300) - - Net debt 101,277 114,745 49,589 60,966

Equity attributable to owners of the Company 915,855 878,530 702,869 691,684

Gearing ratio 11% 13% 7% 9%

33 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 2011 2010 2011 2010 2011 2010 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

Revenue: External customers 232,644 208,048 89,782 107,993 322,426 316,041

Results: Segment profit 41,111 28,082 18,426 33,221 59,537 61,303

Other information: Finance income 7,443 4,278 1,852 1,229 9,295 5,507 Finance costs 9,544 8,526 1,757 1,381 11,301 9,907 Depreciation 1,229 1,195 8 146 1,237 1,341 Impairment of trade and other receivables 1,010 1,556 46 351 1,056 1,907 Reversal of impairment of trade and other receivables 2,553 4,237 102 80 2,655 4,317

154 UNITED MALAYAN LAND BHD (4131-M) 33 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:

2011 2010 RM’000 RM’000

Revenue from property development 317,689 311,813 Land lease rental income 1,384 55 Quarry lease rental income 888 557 Rental income from investment properties 2,465 3,616

Segment revenue 322,426 316,041 Interest income and management fees 1,044 879

Total revenue 323,470 316,920

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:

2011 2010 RM’000 RM’000

Segment profit 59,537 61,303 Corporate and other expenses (18,525) (15,297) Income tax expense (5,698) (1,913) Eliminations 24,813 13,104 Share of results of jointly controlled entities not included in reportable segments 605 539

Profit for the financial year 60,732 57,736

34 APPROVAL OF FINANCIAL STATEMENTS

The financial statements have been approved for issue in accordance with a resolution of the Board of Directors on 24 April 2012.

155 THE FINANCIAL STATEMENTS Notes To FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2011

35 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 2011 2010 2011 2010 RM’000 RM’000 RM’000 RM’000

Total retained earnings of the Company and its subsidiaries: - Realised 402,567 376,793 173,784 161,534 - Unrealised 418 (5,817) (759) 306

402,985 370,976 173,025 161,840

Total share of retained earnings from jointly controlled entities - Realised 1,204 856 - - - Unrealised 12 58 - -

404,201 371,890 173,025 161,840 Less: Consolidation adjustments (67,783) (72,737) - -

336,418 299,153 173,025 161,840

156 UNITED MALAYAN LAND BHD (4131-M) Other INFORMATION

158 List of Properties

161 Analysis of Shareholdings as at 30 April 2012

164 Notice of 51st Annual General Meeting

171 Statement Accompanying Notice of 51st Annual General Meeting

Proxy Form List OF PROPERTIES AS AT 31 DECEMBER 2011

Location Description & Tenure Age of Land Net Book Date of Existing Use Buildings Area Value Valuation Year Acre RM’000 TOWNSHIP DEVELOPMENT

BANDAR SERI ALAM Mukim of Plentong, Vacant land Freehold May 90 / Daerah Johor Bahru t(PWFSONFOUSFTFSWF 198.42 - Oct 96

Mukim of Plentong, Investment properties Freehold Daerah Johor Bahru t-BOE 8.89 20,032 Note No 1 Jalan Purnama Equestrian Clubhouse Freehold 14 63.35 9,417 Bandar Seri Alam 81750 Johor Darul Takzim

3 Jalan Persisiran Investment property Freehold 14 Bandar Seri Alam t+BQBOFTF4DIPPM 5.01 6,897 81750 Johor Darul Takzim

Mukim of Plentong, Vacant development land Freehold 436.15 263,107 Oct 96 Daerah Johor Bahru t"HSJDVMUVSF3FTFSWF 25.56 27,406 t$PNNFSDJBM 2.96 3,846 t3FTJEFOUJBM 245.89 211,870 t3FDSFBUJPOBMPUIFST 7.71 9 02 t4DIPPM)PTUFM 154.03 19,083 Mukim of Plentong, On-going development Freehold Daerah Johor Bahru t3FTJEFOUJBM 1.04 2,288 No. 8, Jalan Suria Corporate office Freehold 2 1.83 8,531 Bandar Seri Alam 81750 Johor Darul Takzim Mukim of Plentong, Investment properties Freehold 30.46 35,598 Daerah Johor Bahru t-BOE 21.37 10,494 t$PNNFSDJBM#VJMEJOH 13 0.12 290 t3FTJEFOUJBM#VJMEJOH 4-14 8.97 24,814 Mukim of Plentong, Vacant development land Freehold 649.00 160,861 Daerah Johor Bahru t$PNNFSDJBM 94.49 31,831 May 90 t3FDSFBUJPOBMPUIFST 108.92 16,855 t3FTJEFOUJBM 443.27 111,315 t4DIPPM)PTUFM 2.32 860 Mukim of Plentong, On-going development Freehold 5.37 18,018 Daerah Johor Bahru t$PNNFSDJBM 3.33 5,815 t3FTJEFOUJBM 2.04 12,203 Mukim of Plentong, Completed properties Freehold 3.65 2,863 Daerah Johor Bahru t$PNNFSDJBM 0.18 324 t3FTJEFOUJBM 3.47 2,539 Sub-total 1,403.17 527,612

158 UNITED MALAYAN LAND BHD (4131-M) Location Description & Tenure Age of Land Net Book Date of Existing Use Buildings Area Value Valuation Year Acre RM’000 BANDAR SERI PUTRA Mukim of Kajang, Vacant land Freehold District of Ulu Langat t(PWFSONFOUSFTFSWF 348.81 - 34 Jalan Seri Putra 1/2, Corporate office Freehold 10 0.09 451 Bandar Seri Putra, Bangi 43000 Kajang, Selangor Darul Ehsan

Mukim of Dengkil, Vacant development land Freehold District of Sepang t*OEVTUSJBM 25.60 10,958 Mukim of Kajang, Vacant development land Freehold 146.52 128,534 Note District of Ulu Langat t$PNNFSDJBM 83.48 97,439 t3FTJEFOUJBM 63.04 31,095 Mukim of Kajang, On-going development Freehold 16.46 7,705 District of Ulu Langat t$PNNFSDJBM 0.09 1,193 t3FTJEFOUJBM 16.37 6,512 Mukim of Kajang, Completed properties Freehold 1.31 1,717 District of Ulu Langat t$PNNFSDJBM 0.77 954 t3FTJEFOUJBM 0.54 763 Sub-total 538.79 149,365

SERI AUSTIN Mukim of Tebrau, Vacant land Freehold Daerah Johor Bahru t(PWFSONFOU3FTFSWF 109.40 - Mukim of Tebrau, Vacant development land Freehold 174.83 108,413 Daerah Johor Bahru t$PNNFSDJBM 15.51 16,515 t3FTJEFOUJBM 159.32 91,898 Note Mukim of Tebrau, On-going development Freehold Daerah Johor Bahru t3FTJEFOUJBM 24.83 25,459 Mukim of Tebrau, Completed properties Freehold Daerah Johor Bahru t3FTJEFOUJBM 8.03 8,017 Sub-total 317.09 141,889

NICHE DEVELOPMENT SERI BUKIT CEYLON 8 Lorong Ceylon 0.11 2,797 Off Jalan Raja Chulan Completed properties Freehold 50250 Kuala Lumpur t$PNNFSDJBM 6 0.02 704 Note Investment properties Freehold t$PNNFSDJBM 6 0.09 2,093

159 List OF PROPERTIES AS AT 31 DECEMBER 2011

Location Description & Tenure Age of Land Net Book Date of Existing Use Buildings Area Value Valuation Year Acre RM’000

SUASANA BANGSAR

1 Lorong Kaloi, Bangsar Completed properties Freehold 59100 Kuala Lumpur t3FTJEFOUJBM 1 0.93 6,955 Note

SUASANA BUKIT CEYLON

PT21 HSD98859, Seksyen 19, On-going development Freehold Kuala Lumpur t$PNNFSDJBM - 1.50 35,264 Note

OTHER LANDBANK Exquisite Mode Sdn Bhd V a c a n t d e v e l o p m e n t l a n d Freehold Geran 118688 Lot 1197, t$PNNFSDJBM - 1.49 31,963 Note Geran 118689 Lot 1199 and Geran 99571 Lot 1201, District of Johor Bahru Tentu Teguh Sdn Bhd Vacant development land Freehold PTD 171000, 171001 and t$PNNFSDJBM3FTJEFOUJBM -332.68 62,820 Note 171002, Mukim of Plentong, District of Johor Bahru Sub-total 336.71 139,799

Grand Total 2,595.76 958,665

LANDBANK HELD BY JOINTLY CONTROLLED ENTITIES

SOMERSET PUTERI HARBOUR

HSD 458124, PTD 166949 On-going development Freehold Mukim of Pulai t$PNNFSDJBM -2.20 27,262 Note District of Johor Alpine Return Sdn Bhd Vacant development land Freehold Geran 30842 Lot 108, t$PNNFSDJBM -4.30154,931 Note Geran 33985 Lot 130, Geran 25637 Lot 131, Geran 33489 Lot 132, Geran 33490 Lot 133, Geran 28326 Lot 134 and Geran 33491 to Geran 33494 Lot 138 District of Kuala Lumpur Total 6.50 182,193

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

160 UNITED MALAYAN LAND BHD (4131-M) Analysis OF SHAREHOLDINGS AS AT 30 APRIL 2012

Authorised Share Capital : RM500,000,000

Issued and Paid-Up Share Capital : RM302,031,014

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 Bil. Saham % of share capital

1-99 94 5.41 2,744 0.00 100 – 1,000 127 7.31 67,548 0.02 1,001 – 10,000 1,098 63.21 4,499,414 1.49 10,001 – 100,000 343 19.75 9,948,815 3.30 100,001 to less than 5% of issued shares 71 4.09 110,994,901 36.80 5% and above of issued shares 4 0.23 176,115,792 58.39

TOTAL 1,737 100.00 301,629,214* 100.00

* The Analysis of Shareholdings have been tabulated based on the Company’s Record of Depositors with Bursa Malaysia Depository Sdn Bhd as at 30 April 2012 after deducting 401,800 ordinary shares of RM1.00 each bought back by the Company and retained as treasury shares.

DIRECTORS’ SHAREHOLDINGS

Direct Interest Indirect Interest No. of Shares % No. of Shares %

Dato’ Ng Eng Tee 8,156,250 2.70 37,132,542*a 12.31 Datuk Syed Ahmad Khalid Syed Mohammed 12,500 0.00 - - Ng Eng Soon 8,367,540 2.77 22,285,792*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

161 Analysis OF SHAREHOLDINGS AS AT 30 APRIL 2012

SUBSTANTIAL SHAREHOLDERS

Direct Interest Indirect Interest List of Substantial Shareholders No. of Shares % No. of Shares %

Wawasan Perangsang Mewah Sdn Bhd 71,441,875 23.69 - - Opal Holdings Pte Ltd 60,105,625 19.93 - - Chee Tat Holdings (S) Pte Ltd 22,285,792 7.39 - - Tradewinds Resources Sdn Bhd 22,282,500 7.39 - - Tradewinds Corporation Berhad - - 22,282,500*a 7.39 Perspective Lane (M) Sdn Bhd - - 22,282,500*b 7.39 Restu Jernih Sdn Bhd - - 22,282,500*c 7.39 Tan Sri Dato’ Syed Mokhtar Shah Syed Nor - - 22,282,500*d 7.39 Muhammad Nor Saliman - - 71,441,875*e 23.69 Azman Hanafi Abdullah - - 71,441,875*e 23.69 CapitaLand Residential Malaysia Pte Ltd - - 60,105,625*f 19.93 CapitaLand Commercial Limited - - 60,105,625*g 19.93 CapitaLand Limited - - 62,580,625*h 20.75 Temasek Holdings (Private) Limited - - 62,580,625*i 20.75 Dato’ Ng Eng Tee 8,156,250 2.70 37,132,542*j 12.31 Ng Eng Soon 8,367,540 2.77 22,285,792*k 7.39 Ng Eng Ghee 8,201,080 2.72 23,080,542*l 7.65

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

LIST OF THIRTY LARGEST SHAREHOLDERS

No. Name No. of Shares % of Share Capital

1. Wawasan Perangsang Mewah Sdn Bhd 71,441,875 23.69 2. Opal Holdings Pte Ltd 60,105,625 19.93 3. Chee Tat Holdings (S) Pte Ltd 22,285,792 7.39 4. Public Nominees (Tempatan) Sdn Bhd 22,282,500 7.39 Pledged Securities Account for Tradewinds Resources Sdn Bhd 5. Khong Guan Flour Milling Limited 14,250,000 4.72

162 UNITED MALAYAN LAND BHD (4131-M) LIST OF THIRTY LARGEST SHAREHOLDERS (continued)

No. Name No. of Shares % of Share Capital

6. Citigroup Nominees (Asing) Sdn Bhd 8,639,177 2.86 Exempt An for OCBC Securities Private Limited 7. HDM Nominees (Asing) Sdn Bhd 8,201,080 2.72 UOB Kay Hian Pte Ltd for Ng Eng Ghee 8. Amsec Nominees (Asing) Sdn Bhd 6,294,000 2.09 AmTrustee Berhad for King George Financial Corporation 9. Cimsec Nominees (Asing) Sdn Bhd 5,174,521 1.72 Bank of Singapore Ltd for Jonsen Limited 10. Amsec Nominees (Asing) Sdn Bhd 4,924,522 1.63 AmFraser Securities Pte Ltd for Ng Yew Hui 11. Amsec Nominees (Asing) Sdn Bhd 4,924,521 1.63 AmFraser Securities Pte Ltd for Ng Yew Chuan 12. Amsec Nominees (Asing) Sdn Bhd 4,922,762 1.63 AmFraser Securities Pte Ltd for Ng Suat Paik Alice 13. Amsec Nominees (Asing) Sdn Bhd 4,111,250 1.36 Pledged Securities Account for Ng Eng Tee 14. Mayban Nominees (Tempatan) Sdn Bhd 4,046,800 1.34 Mayban Trustees Berhad for Public Regular Savings Fund 15. EB Nominees (Tempatan) Sendirian Berhad 3,975,000 1.32 Pledged Securities Account for Ng Eng Tee 16. Khong Guan Group Pte Ltd 3,538,593 1.17 17. Victoria Prize Sdn Bhd 3,447,176 1.14 18. AmanahRaya Trustees Berhad 3,117,500 1.03 Public Smallcap Fund 19. Ng Yew Khim, Dennis 2,750,000 0.91 20. Hup Hock Trading Sendirian Berhad 2,475,937 0.82 21. HDM Nominees (Asing) Sdn Bhd 2,475,000 0.82 DBS Vickers Secs (S) Pte Ltd for Prime Equities Pte Ltd 22. Amsec Nominees (Asing) Sdn Bhd 2,305,500 0.76 AmTrustee Berhad for Netson Investments Ltd 23. AmanahRaya Trustees Berhad 1,646,125 0.55 Public Islamic Opportunities Fund 24. Kah Hong Pte. Limited 1,412,500 0.47 25. Ng Suet Ning, Tammy 1,250,000 0.41 26. Wong Winifred 1,250,000 0.41 27. Taisho Company Sdn Berhad 1,158,750 0.38 28. Amsec Nominees (Asing) Sdn Bhd 997,250 0.33 Pledged Securities Account for Ng Yew Khim, Dennis 29. Million Hectares Sdn Bhd 880,400 0.29 30. Lim Hong Liang 837,400 0.28 TOTAL 275,121,556 91.21

163 Notice Of 51ST ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the 51st 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 Tuesday, 26 June 2012 at 10.30 a.m. for the following businesses:-

AS ORDINARY BUSINESS: 1. To receive the Audited Financial Statements for the financial year ended 31 December 2011 together with the Reports of the Directors and Auditors thereon. Please refer to Note A.

2. To approve the payment of a final single-tier dividend of 5.0 sen per ordinary share for the financial year ended 31 December 2011 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) YBhg Datuk Syed Ahmad Khalid Syed Mohammed Ordinary Resolution 2 ii) YB Datuk Nur Jazlan Tan Sri Mohamed Ordinary Resolution 3

4. To consider and if thought fit, to pass the following resolution:-

“THAT pursuant to Section 129(6) of Companies Act 1965, YABhg Tun Musa Hitam be and is hereby re-appointed as a Director of the Company to hold office until the next Annual General Meeting of the Company.” Ordinary Resolution 4

5. To approve the payment of Directors’ fees for the financial year ended 31 December 2011. Ordinary Resolution 5

6. To re-appoint PricewaterhouseCoopers as Auditors of the Company for the ensuing year and to authorise the Directors to fix their remuneration. Ordinary Resolution 6

AS SPECIAL BUSINESS: To consider, and if thought fit, to pass the following ordinary resolutions:-

7. AUTHORITY TO ISSUE SHARES PURSUANT TO SECTION 132D OF THE COMPANIES ACT, 1965

“THAT subject always to the Companies Act, 1965 (the Act), the Company’s Articles of Association and approvals of the relevant government and/or regulatory authorities, the Directors be and are hereby empowered pursuant to Section 132D of the Act, to issue and allot new shares in the Company at any time at such price, upon such terms and conditions for such purposes and to such person(s) whomsoever as the Directors may in their absolute discretion deem fit and expedient in the interest of the Company, provided that the aggregate number of shares to be issued does not exceed 10% of the total issued share capital of the Company for the time being and THAT the Directors be and are also empowered to obtain the approval from Bursa Malaysia Securities Berhad (Bursa Securities) for the listing of and quotation for the new shares so issued and THAT such authority shall continue to be in force until the conclusion of the next Annual General Meeting (AGM) of the Company.” Ordinary Resolution 7

164 UNITED MALAYAN LAND BHD (4131-M) 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 7,250,000 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 profits and share premium account of the Company. As at 31 December 2011, the audited retained profits and share premium account of the Company were RM173,025,577 and RM3,644,661 respectively;

iii) the authority conferred by this resolution will commence immediately upon passing of this ordinary resolution and, unless renewed by an ordinary resolution passed by the shareholders of the Company in general meeting will expire:-

(a) at the conclusion of the next AGM of the Company, unless earlier revoked or varied by ordinary resolution of the shareholders of the Company in a general meeting; or

(b) upon the expiration of the period within which the next AGM after that date is required by the law to be held,

whichever occurs first, but not so as to prejudice the completion of purchase(s) by the Company before the aforesaid expiry date and in any event, in accordance with the provisions of the Listing Requirements or any other relevant authority; and

iv) upon completion of the purchase(s) of the Shares by the Company, the Directors of the Company be and are hereby authorised to deal with the Shares in the following manner:-

(a) 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, modification, variation and/or amendment as may be imposed by the relevant authorities and to take all such steps as they may deem necessary or expedient in order to implement, finalise and give full effect in relation thereto.” Ordinary Resolution 8

165 Notice Of 51ST ANNUAL GENERAL MEETING

9. PROPOSED RENEWAL OF SHAREHOLDERS’ MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS

“THAT, approval be and is hereby given to the Company to renew its shareholders’ mandate for the Company and/or its subsidiaries to enter into and give effect to specific recurrent related party transactions of a revenue or trading nature which are necessary for its day-to-day operations involving the Related Parties, as set out in Section 2.1.4 of Part B of the Circular to Shareholders dated 31 May 2012 (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 financial year and such approval shall continue to be in force until:-

(i) the conclusion of the next AGM of the Company, at which time it will lapse, unless by a resolution passed at the said AGM, the authority is renewed;

(ii) the expiration of the period within which the next AGM of the Company is required to be held pursuant to Section 143 (1) of the Act but shall not extend to such extension as may be allowed pursuant to Section 143 (2) of the Act; or

(iii) revoked or varied by resolution passed by the shareholders in 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 financial assistance on a short term basis to/from its non-wholly owned subsidiaries and jointly controlled entities via the pooling of funds, as set out in Section 2.2.3 of Part B of the Circular subject to the following:

(a) the transactions are fair and reasonable to the Company;

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

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

(i) the conclusion of the next AGM of the Company, at which time it will lapse, unless by a resolution passed at the said AGM, the authority is renewed;

166 UNITED MALAYAN LAND BHD (4131-M) (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;

AS SPECIAL BUSINESS: To consider and if thought fit, to pass the following Special Resolution:-

11. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF THE COMPANY

“THAT the proposed amendments to the Articles of Association of the Company (Proposed Amendments) in the form set out in Appendix I attached to the Company’s Annual Report 2011 be and are hereby approved AND THAT the Directors be and are hereby authorised with full powers to assent to any conditions, modifications, variations and/or amendments as may be required by Bursa Malaysia Securities Berhad (Bursa Securities) and other relevant authorities and to do all such acts and things and to take such steps that are necessary and expedient to give effect to the Proposed Amendments.” Special Resolution

12.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 Single-Tier Dividend of 5.0 sen per ordinary share for the financial year ended 31 December 2011, subject to the approval of the shareholders at the 51st Annual General Meeting, will be paid on 20 September 2012 to all Depositors whose names appear in the Record of Depositors with Bursa Malaysia Depository Sdn Bhd at the close of business on 5 September 2012.

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 5 September 2012 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 MOHAMED YUSOFF MAICSA 7001552 Company Secretary

Kuala Lumpur 31 May 2012

167 Notice Of 51ST ANNUAL GENERAL MEETING

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. General Meeting Record of Depositors In respect of deposited securities, only Members whose names appear in the Record of Depositors on 20 June 2012 (General Meeting Record of Depositors) shall be entitled to attend, speak and vote at this 51st AGM.

2. Proxy t "NFNCFSNBZBQQPJOUBOZQFSTPOUPCFIJTQSPYZBOEUIFQSPWJTJPOTPG4FDUJPO C PGUIF$PNQBOJFT"DU TIBMMOPUBQQMZ to the Company. A proxy shall have the same rights as members to speak at the general meeting. t *G B NFNCFS BQQPJOUT UXP QSPYJFT UP BUUFOE BU UIF TBNF NFFUJOH UIF BQQPJOUNFOU T TIBMM CF JOWBMJE VOMFTT IF TQFDJåFT UIF proportion of his holdings to be represented by each proxy. t 8IFSFBNFNCFSJTBOBVUIPSJTFEOPNJOFFBTEFåOFEVOEFSUIF4FDVSJUJFT*OEVTUSZ $FOUSBM%FQPTJUPSJFT "DU 4*$%" JUNBZ appoint at least one (1) proxy in respect of each securities account he holds with ordinary shares of the Company standing to the credit of the said securities account. t 8IFSF B NFNCFS PG UIF $PNQBOZ JT BO FYFNQU BVUIPSJTFE OPNJOFF BT EFåOFE VOEFS 4*$%" XIJDI IPMET PSEJOBSZ TIBSFT JO UIF Company for multiple beneficial owners in one (1) securities account (omnibus account), there is no limit to the number of proxies which the exempt authorised nominee may appoint in respect of each omnibus account it holds. t 5IFJOTUSVNFOUBQQPJOUJOHBQSPYZTIBMMCFJOXSJUJOHVOEFSUIFIBOEPGUIFBQQPJOUFSPSIJTBUUPSOFZEVMZBVUIPSJTFEJOXSJUJOHPS JGUIF appointor is a corporation, either under its seal or under the hand of an officer duly authorised. t 5IFJOTUSVNFOUBQQPJOUJOHBQSPYZNVTUCFEFQPTJUFEBUUIF$PNQBOZT4IBSF3FHJTUSBS 4FDVSJUJFT4FSWJDFT )PMEJOHT 4EO#IEBU-FWFM 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.

3. Ordinary Resolution 7 Authority to Directors to Issue Shares This is a renewal of the mandate obtained from the shareholders at the 50th AGM held on 22 June 2011 (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 flexibility to Directors of the Company to allot shares for any possiblefund 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.

4. Ordinary Resolution 8 Proposed Renewal of Shareholders’ Mandate for Share Buy-Back Further information on Ordinary Resolution 8 is disclosed under Part A of the Circular to Shareholders dated 31 May 2012 despatched together with the Company’s Annual Report 2011.

5. Ordinary Resolution 9 Proposed Renewal of Shareholders’ Mandate for Recurrent Related Party Transactions Further information on Ordinary Resolution 9 is disclosed under Part B of the Circular to Shareholders dated 31 May 2012 despatched together with the Company’s Annual Report 2011.

168 UNITED MALAYAN LAND BHD (4131-M) 6. Ordinary Resolution 10 Proposed Renewal of General Mandate for the Provision of Financial Assistance Further information on Ordinary Resolution 10 is disclosed under Part B of the Circular to Shareholders dated 31 May 2012 despatched together with the Company’s Annual Report 2011.

7. Special Resolution Proposed Amendments to the Articles of Association of the Company This Special Resolution, if approved will streamline the Company’s Articles of Association in line with the latest Main Market Listing Requirements of Bursa Securities, prevailing statutory and regulotory requirements as well as to render clarity and consistency throughout.

Statement Accompanying the Notice of Annual General Meeting Additional information pursuant to Paragraph 8.27(2) of the Main Market Listing Requirements of Bursa Securities is set out in Annexure A of the Company’s Annual Report 2011.

APPENDIX I PROPOSED AMENDMENTS TO THE COMPANY’S ARTICLES OF ASSOCIATION The details of the proposed amendments to the Company’s Articles of Association are as follows:- Article No. Existing Article Amended Articles Article 2 New Definition “Exempt Authorised Nominee”

tAn authorised nominee defined under the Securities Industry (Central Depositories) Act 1991 (SICDA) which is exempted from compliance with the provisions of subsection 25A(1) of SICDA.

Article 73B New Appointment of multiple proxies

Where a member of the Company is an exempt authorised nominee which holds ordinary shares in the Company for multiple beneficial owners in one (1) securities account (omnibus account), there is no limit to the number of proxies which the exempt authorised nominee may appoint in respect of each omnibus account it holds.

Article 74 Proxy need not be a member Proxy need not be a member

A proxy need not be a Member of the Company and A proxy need not be a Member of the Company and the provision of Sections 149 (1) (b) of the Companies the provision of Sections 149 (1) (b) of the Companies Act 1965 shall not apply to the Company Act 1965 shall not apply to the Company. A proxy shall have the same rights as members to speak at the general meeting.

169 Notice Of 51ST ANNUAL GENERAL MEETING

Article 134 Dividends payable by cheque Mode of payment of Dividends

Any dividend or other moneys payable in cash on or in Any dividend, interest or other money payable in respect of a share may be paid not later than 3 months cash in respect of shares may be paid by banker’s from the date of declaration or the date on which draft, money order, cheque or warrant or warrant approval is obtained in a general meeting, whichever sent through the post to the last registered address is applicable, by cheque or warrants sent through of the member or person entitled thereto or paid via the post to the registered address of the Member or electronic transfer of remittance to the bank account person entitled thereto, as appearing in the Register provided by the holder who is named on the Register of Members or the Record of Depositors, or if several of Members and/or Record of Depositors. Every such persons are registered as joint holders of the share or draft, money order, cheque or warrant or electronic are entitled thereto in consequence of the death or transfer of remittance shall be payable to the order of bankruptcy of the holder, to any one of such persons the person to whim it is sent or remitted, and payment or to such persons and such address as such persons of same if purporting to be endorsed, shall operate as may by writing direct. Every such cheque or warrant a good discharge to the Company. Every such cheque shall be made payable to the order of the person to or warrant or electronic transfer of remittance shall be whom it is sent or to such person as the holder or joint sent or remitted at the risk of the person entitled to the holders or person or persons entitled to the share in money represented thereby. consequence of the death or bankruptcy of the holder may direct and payment of the cheque shall be a good discharge to the Company. Every such cheque or warrant shall be sent at the risk of the person entitled to the money represented thereby.

Article 145 Copies of Accounts Copies of audited financial statements

A copy of every balance sheet and profit and loss A copy of the audited financial statements which is account which is to be laid before a General Meeting to be laid before the Company in general meeting of the Company (including every document required (including every document required by law to be by law to be annexed thereto) together with a copy annexed thereto) together with a copy of the Auditors’ of every report of the Auditors relating thereto and and Directors’ Reports in printed form or in CD-ROM of the Directors report shall not less than twenty-one form or in such other form of electronic media shall days before the date of the meeting (or such shorter not more than six month after the close of the financial period as may be agreed in any year for receipt of year and not less then twenty-one days (or such other notice of the meeting pursuant to the first provision to shorter period as may be allowed by the Act or Listing Article 53 of these presents) be sent to every Member Requirements) before the date of the meeting be sent of, and every holder of debentures of, the Company to every Member of, every holder of debenture of, and and to every other person who is entitled to receive trustee for every debenture holder of, the Company notices from the Company under provisions of the Act and to every other person who is entitled to receive or of these presents, provided that this Article shall not notice of general meeting from the Company under require a copy of these documents to be sent to any the provisions of the Act or of these Articles. In the person of whose address the Company is not aware or event that these documents are sent in CD-ROM to more than one of joint holders, but any Members to form or in such other form of electronic media and a whom a copy of these documents has not been sent Member requires a printed form of such documents, shall be entitled to receive a copy free of charge on the Company shall send such documents to the application at the office. The requisite copies of each Member within four market days from the date of such document shall at the same time be forwarded receipt of the Member’s request or such other period to each Exchange upon which the Company is listed. as may be prescribed by the Exchange.

170 UNITED MALAYAN LAND BHD (4131-M) ANNEXURE A Statement Accompanying NOTICE OF 51ST ANNUAL GENERAL MEETING (Pursuant to Paragraph 8.27(2) of Bursa Malaysia Securities Berhad, Main Market Listing Requirements)

Directors who are standing for re-election and re-appointment at the 51st Annual General Meeting of the Company are:-

1. RE-ELECTION PURSUANT TO ARTICLE 94 OF THE COMPANY’S ARTICLES OF ASSOCIATION:- a) YBhg Datuk Syed Ahmad Khalid Syed Mohammed (Ordinary Resolution 2) b) YB Datuk Nur Jazlan Tan Sri Mohamed (Ordinary Resolution 3)

2. RE-APPOINTMENT PURSUANT TO SECTION 129(6), COMPANIES ACT, 1965 a) YABhg Tun Musa Hitam (Ordinary Resolution 4)

Please refer to the Profile of the Board of Directors disclosed in the Company’s Annual Report 2011 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 financial year ended 31 December 2011. Details of the Directors’ attendance are disclosed under the Corporate Governance Statement in the Company’s Annual Report 2011.

The place, date and time of the 51st 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 : Tuesday, 26 June 2012 at 10.30 a.m

171 THIS PAGE IS INTENTIONALLY LEFT BLANK PROXY FORM

(Company No. 4131-M) No. of Shares (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 51st Annual General Meeting of the Company, to be held on Tuesday, 26 June 2012 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:

Resolutions First Proxy Second Proxy For Against For Against 1. To approve the final dividend for financial year 2011 2. To re-elect Director - YBhg Datuk Syed Ahmad Khalid Syed Mohammed 3. To re-elect Director - YB Datuk Nur Jazlan Tan Sri Mohamed 4. To re-appoint Director - YABhg Tun Musa Hitam 5. To approve Directors’ fees for financial year 2011 6. To re-appoint PricewaterhouseCoopers as Auditors and to authorise Directors to fix their remuneration 7. To authorise 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 Special Resolution 11. To approve the Proposed Amendments to the Articles of Association of the Company

Please indicate with an “X” in the spaces provided above as how you wish your vote to be cast. If you do not do so, the proxy will vote or abstain from voting at his discretion.

* Name as per NRIC/Passport/Certificate of Incorporation in capital letters

Dated Signature/Seal

NOTES:- t "NFNCFSNBZBQQPJOUBOZQFSTPOUPCFIJTQSPYZBOEUIFQSPWJTJPOTPG4FDUJPO C PGUIF$PNQBOJFT"DU TIBMMOPUBQQMZUPUIF$PNQBOZ"QSPYZ shall have the same rights as members to speak at the general meeting. t *GBNFNCFSBQQPJOUTUXP QSPYJFTUPBUUFOEBUUIFTBNFNFFUJOH UIFBQQPJOUNFOU T TIBMMCFJOWBMJEVOMFTTIFTQFDJåFTUIFQSPQPSUJPOPGIJTIPMEJOHTUPCF SFQSFTFOUFECZFBDIQSPYZ t 8IFSFBNFNCFSJTBOBVUIPSJTFEOPNJOFFBTEFåOFEVOEFSUIF4FDVSJUJFT*OEVTUSZ $FOUSBM%FQPTJUPSJFT "DU 4*$%" JUNBZBQQPJOUBUMFBTUPOF QSPYZ in respect of each securities account he holds with ordinary shares of the Company standing to the credit of the said securities account. t 8IFSFBNFNCFSPGUIF$PNQBOZJTBOFYFNQUBVUIPSJTFEOPNJOFFBTEFåOFEVOEFS4*$%"XIJDIIPMETPSEJOBSZTIBSFTJOUIF$PNQBOZGPSNVMUJQMFCFOFåDJBM PXOFSTJOPOF TFDVSJUJFTBDDPVOU PNOJCVTBDDPVOU UIFSFJTOPMJNJUUPUIFOVNCFSPGQSPYJFTXIJDIUIFFYFNQUBVUIPSJTFEOPNJOFFNBZBQQPJOUJOSFTQFDU of each omnibus account it holds. t 5IFJOTUSVNFOUBQQPJOUJOHBQSPYZTIBMMCFJOXSJUJOHVOEFSUIFIBOEPGUIFBQQPJOUFSPSIJTBUUPSOFZEVMZBVUIPSJTFEJOXSJUJOHPS JGUIFBQQPJOUPSJTBDPSQPSBUJPO either under its seal or under the hand of an officer duly authorised. t 5IFJOTUSVNFOUBQQPJOUJOHBQSPYZNVTUCFEFQPTJUFEBUUIF$PNQBOZT4IBSF3FHJTUSBS 4FDVSJUJFT4FSWJDFT )PMEJOHT 4EO#IEBU-FWFM .FOBSB.JMFOJVN +BMBO %BNBOMFMB 1VTBU#BOEBS%BNBOTBSB %BNBOTBSB)FJHIUT ,VBMB-VNQVSOPUMFTTUIBOGPSUZFJHIU IPVSTCFGPSFUIFUJNFTFUGPSIPMEJOHUIFNFFUJOHPS any adjournment thereof. Fold Here

STAMP

SHARE REGISTRAR UNITED MALAYAN LAND BHD C/O SECURITIES SERVICES (HOLDINGS) SDN BHD Level 7, Menara Milenium, Jalan Damanlela Pusat Bandar Damansara, Damansara Heights 50490 Kuala Lumpur

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