Puncak Niaga Holdings Berhad (“PNHB”) is a diverse team of many hands but one mind. Each of our team members has different talents, but all of us unite in strength as one team to achieve the Company’s vision, mission and goal.

Our goal is to serve our stakeholders and our nation by responsible custodianship of the natural environment. We believe in mutual responsibility and mutual prosperity, and we aim to build a sustainable business by means of mutual effort. We also believe that growth – whether individual or corporate – is best achieved by unity in strength and teamwork.

Strength This is the focus of our 2012 Annual Report. in Unity

DATE 26 June 2013 (Wednesday) TIME 10.00 am 16th Annual VENUE Concorde 1 General Concorde Hotel , Level 2 Meeting No. 3, Jalan Tengku Ampuan Zabedah C9/C 40100 Shah Alam, Darul Ehsan To Be A Leading Regional Integrated Water, Wastewater And Environmental Solutions Provider And To Emerge As A Signifi cant Player In The Oil & Gas Sector. Our Vision

To meet the increasing challenges in the demand for high quality water supply, wastewater and environmental systems through the continuous implementation of high quality standards, effi cient services, human capital development, innovative technologies and operational systems. Our To share our experience and offer our expertise through Smart Business Mission Partnerships, Public Private Partnerships or other innovative business models.

To actively participate in local, regional and global business opportunities with linkages to the Company’s core activities, waste water & solid waste management, environment management and oil & gas sectors.

To actively support and participate in programmes and activities aimed at uplifting the community’s living standards and value systems in line with the aspirations of Vision 2020.

To address national and international concerns pertaining to the protection, conservation and enhancement of the natural environment we live in. 4 2012 Key Highlights Contents 5 Puncak Values

8 Executive Chairman’s Message US 17 About This Report

ABOUT 18 Corporate Profi le 20 Corporate Information 23 PNHB Group Fact Sheet 26 Our Role In The Water Supply System 27 Milestones 30 Puncak News 32 Corporate Achievements

35 Corporate Structure

OUR 36 Organisation Structure - PNSB 38 Organisation Structure - SYABAS 40 Organisation Structure - POG STRUCTURE 41 Organisation Structure - GOM Resources

44 Board Of Directors’ Profi le

OUR 55 Board Of Directors 56 Key Personnel Profi le - PNSB 62 Key Personnel Profi le - SYABAS LEADERSHIP 71 Key Personnel Profi le - Sino Water 72 Key Personnel Profi le - POG & GOM Resources

78 Five-Year Financial Highlights 79 Five-Year Group Performance

REVIEW 80 Share Price & Volume Traded 81 Financial Calendar PERFORMANCE

84 Operations Review - Puncak Niaga (M) Sdn Bhd 90 Operations Review - Syarikat Bekalan Air Selangor Sdn Bhd

REVIEW 98 Operations Review - Puncak Oil & Gas Sdn Bhd, GOM Resources Sdn Bhd And KGL Ltd.

OPERATIONS OPERATIONS 101 Business Expansion 105 Delivering Service Excellence 111 Delivering Quality Contents 126 Valuing Our People 150 Preserving Our Environment 164 Engagement With Our Community 170 Corporate Events CORPORATE CORPORATE RESPONSIBILITIES

174 Statement On Corporate Governance 196 Statement On Internal Control 198 Audit Committee Report 204 Risk Management Policy & Report 208 Corporate Disclosure Policy 209 Corporate Social Responsibility Policy 210 Health, Safety And Environmental Policy 211 Investor Relations Policy & Report 214 Quality Policy & Report 216 Statement Of Directors’ Responsibility For Preparation Of Financial Statements

218 Financial Statements FINANCIAL STATEMENTS

418 Distribution Schedule Of Equity Securities 422 List Of Properties OTHER 424 GRI Index INFORMATION

431 Notice Of Annual General Meeting 436 Appendix A Of The Notice Of Annual General Meeting 437 Statement Accompanying The Notice Of Annual General Meeting NOTICE OF AGM ACCOUNTABILITY

Proxy Form Corporate Directory 4 In 2012 Key 2012... Highlights We operate, manage and maintain 29 WTPs with a combined capacity of 1,930 million litres per day.

Our expansion into the Oil & Gas sector gained traction, a success that contributed signifi cantly to the Group’s fi nancial results for 2012.

RM3.74 RM232.68 7.5 billion million million For the fi nancial The Group achieved a profi t We distributed a daily average year ended after taxation of RM232.68 million of 4,322 MLD of treated water to 31 December 2012, for the fi nancial year ended about 7.5 million consumers. the Group’s revenue 31 December 2012. advanced 44.5% to RM3.74 billion. 99.8% 99.5% Our WTPs achieved an Achievement in overall 2012 impressive 99.8% compliance RM778.0 collection effi ciency. with stipulated treated water million quality standards. Revenue for our Oil & Gas Division 711.00 almost tripled to RM778.0 million in 2012. million Our WTPs delivered 711.00 million cubic metres of treated water in 2012.

Annual Report 2012 Puncak Niaga Holdings Berhad 5

Puncak Values

OUR COMPANY’S VALUES, THE PUNCAK VALUES SHAPE OUR ORGANISATIONAL CULTURE AND GUIDE THE WAY WE RUN OUR BUSINESS. THEY ARE INTEGRATED INTO OUR BUSINESS PROCESSES AND OUR CORE VALUES.

At PUNCAK, we are and continuously seek to be:

PASSIONATE about our business for sustainable performance.

UNITED as one in our corporate responsibility strategy to align with our Vision to be the Leading Regional Integrated Water, Wastewater And Environmental Solutions Provider And To Emerge As A Signifi cant Player In The Oil & Gas Sector.

NURTURE our human capital towards an exemplary workforce.

CORPORATE GOVERNANCE guides the way we run our business in an evolving global business environment.

ACCOUNTABLE for all our actions and engagement process with our stakeholders.

KNOWLEDGEABLE in all aspects of our business operations and continue to be the trusted and reliable provider of clean water supply.

Puncak Niaga Holdings Berhad Annual Report 2012 Working together means sharing the task and multiplies our success

8

Executive Chairman’s Message

YBHG TAN SRI ROZALI ISMAIL Executive Chairman of PNHB Group

Dear valued Shareholders and Stakeholders,

Throughout 2012, Puncak Niaga Holdings Berhad (“PNHB”) and the Group (“PNHB Group” or the “Group”) remained unwavering in its dedication to building sustainable value for the benefi t of its stakeholders, and above all in its total commitment to serving its customers and to protecting the environment.

Throughout the year, in our core business of water supply and distribution, the PNHB Group was proactive not only in supplying an important public utility, but in meeting business challenges such as ensuring excellent water distribution services and quality water supply to meet the growing consumers’ expectations within various constraints including adequacy of treated water to meet the demand.

In addition to this, the Group had to face the many challenges in relation to the protracted proposed restructuring of the water services sector in Selangor and the Federal Territories of and (“Proposed Restructuring”), and the issue in relation to the water tariff adjustment for the third and fourth operating periods commencing 1 January 2009 and ended 31 December 2011 and commencing 1 January 2012 and ending 31 December 2014, respectively (“Water Tariff Adjustment”) or compensation in lieu thereof as provided under the Concession Agreement dated 15 December 2004 signed between Syarikat Bekalan Air Selangor Sdn Bhd (“SYABAS”), the Federal Government and the Selangor State Government (“SYABAS Concession Agreement”).

Our expansion into the Oil & Gas sector gained traction, a success that contributed signifi cantly to the Group’s fi nancial results for 2012.

Annual Report 2012 Puncak Niaga Holdings Berhad It is therefore pleasing to report that, despite the challenges, the Group remain focused 9 to achieve its Vision to become a Leading Regional Integrated Water, Wastewater And Environmental Solutions Provider And To Emerge As A Signifi cant Player In The Oil & Gas Sector.

We recognise the importance of continuously enhancing and nurturing the skills and Executive dynamism of our people; of seeking out and nurturing talented and energetic employees in all Chairman’s key business areas for succession planning; of fostering smart, forward-thinking innovation; Message and of inculcating a culture of high performance and teamwork within the workforce with a shared vision, mission and goal as the path towards achieving the Group’s Vision. Leveraging on the strengths of our people, PNHB’s theme for the Annual Report 2012 is, “Strength in Unity”, focusing on team leadership.

BACKGROUND

In 2012, a number of factors combined to depress world economic growth. Stresses in the Eurozone intensifi ed, exacerbated by doubts about the ability of European policymakers to resolve the crisis. The United States economy slowed, with output and employment weakening during the year. In addition, domestic demand continued to lose momentum in key emerging market economies. Specifi cally, in developing Asia, growth is estimated to have decreased to less than 7% in the fi rst half of 2012. We recognise

(Source: International Monetary Fund World Economic Review 2012 and World Economic the importance Outlook 2013.) of continuously enhancing and Despite this, the local economy proved surprisingly resilient and made further progress towards its goal of becoming a high-income, developed nation. To counter the nurturing the skills negative impact on Malaysia’s growth of the problems in the global economy, the Government and dynamism introduced a National Transformation Policy (“NTP”). The NTP effectively consolidates several of our people transformation programmes, strengthening domestic demand and steering the nation in its mission to achieve inclusive and sustainable growth.

The timely implementation of the Tenth Malaysia Plan projects and other NTP programmes partly cushioned the domestic economy from the effects of a weaker external sector and enabled the nation to record a creditable growth of 5.1% in the fi rst half of 2012. With the implementation of programmes under the NTP intensifying, plus the related multiplier effects, the economy should now be on an upward trend, as of the second half of 2012.

(Source: Economic Report 2012/2013, Ministry of Finance, Malaysia)

Against this backdrop, on behalf of the Board of Directors of PNHB, I am pleased to present the Annual Report and the Audited Financial Statements of the Company and Group for the fi nancial year ended 31 December 2012.

FINANCIAL PERFORMANCE

For the fi nancial year ended 31 December 2012, the Group’s revenue advanced 44.5% to RM3.74 billion from RM2.59 billion for the fi nancial year ended 31 December 2011. The increase in revenue was mainly due to claimed higher water tariff compensation arising from the scheduled tariff hike which should have been gazetted on 1 January 2012, combined with the revenue contribution from the Oil & Gas sector.

Meanwhile, the Group achieved a profi t after taxation (“PAT”) of RM232.68 million compared to the loss after taxation of RM83.13 million recorded in the preceding year. This commendable profi t performance enhanced the basic earnings per share from 2.42 sen in 2011 to 58.20 sen in 2012.

The Group achieved a segment profi t before interest and tax (“segment PBIT”) of RM945.99 million compared to RM549.89 million recorded in the preceding year. The increase in segment PBIT was mainly due to higher segment PBIT from the Water Distribution and Oil & Gas Segment of RM610.60 million and RM83.44 million respectively. Puncak Niaga Holdings Berhad Annual Report 2012 10 Dividend

The Board of Directors is pleased to propose a fi nal single tier dividend of 5 sen per ordinary share for the fi nancial year ended 31 December 2012 (2011: Nil).

Executive CHALLENGES Chairman’s Message The issue of the Proposed Restructuring has remained unresolved since July 2008. No progress was achieved during the year under review, and neither has the Water Tariff Adjustment nor the compensation in lieu thereof under the SYABAS Concession Agreement been settled. The legal suits in relation thereto involving Konsortium ABASS Sdn Bhd (“Konsortium ABASS”), SYABAS, Puncak Niaga (M) Sdn Bhd (“PNSB”) and the Selangor State Government are ongoing.

On 20 February 2013, the Company received two letters from Kumpulan Darul Ehsan Berhad (“KDEB”) on behalf of the Selangor State Government in relation to the Proposed Restructuring offering on the indicative terms and conditions for the proposed acquisition of 100% equity in PNSB and 70% equity of PNHB in SYABAS not already owned by KDEB (“KDEB Offers”).

On 6 March 2013, after full deliberation of the indicative terms and conditions of the KDEB Offers and after considering the advice of the Adviser appointed by the Company to assist in evaluating the KDEB Offers, the Company announced that the Board of Directors was unable to reach a fi nal decision to even consider giving approval-in-principle or acceptance in principle to KDEB given the incomplete and inconclusive nature of the KDEB Offers as well as the position taken by Pengurusan Aset Air Berhad (“PAAB”). The Board of Directors was also not ready to convene an Extraordinary General Meeting of the Company for the purpose of tabling the KDEB Offers to the shareholders of the Company for consideration.

The amount of compensation in lieu of the Water Tariff Adjustment claimed in the suit by SYABAS against the Selangor State Government under the SYABAS Concession Agreement is RM1,054.20 million for the period from 1 January 2009 to 31 March 2011. Total Water Tariff Adjustment for the period from 1 January 2009 to 31 December 2012 amounted to RM2,486.97 million.

To date, SYABAS is still unable to make full payment for water purchases from the four water treatment operators, namely PNSB, Konsortium ABASS, SPLASH and Konsortium Air Selangor Sdn Bhd. The cashfl ow problem also reduces the fi nancing capacity of SYABAS to carry out its Capital Expenditure (“CAPEX”) programme to reduce the Non Revenue Water (“NRW”) and rehabilitate the old distributions assets.

The Selangor State Government’s decision in 2008 to freeze the SYABAS CAPEX programme (which includes replacement of old and aging pipes and others) until the Proposed Restructuring is accepted and implemented, remained unchanged and continued into 2012. With a substantial part of the planned programmes withheld for so many years, this has restricted SYABAS from providing quality service to the consumers and has resulted in numerous and frequent pipe bursts and water supply interruptions and has jeopardised SYABAS’ efforts to improve the water distribution services to the consumers. At present, only ad hoc initiatives classifi ed as extremely critical works are approved by the National Water Services Commission [Suruhanjaya Perkhidmatan Air Negara] (“SPAN”). Besides replacement of old and aging pipes and others, SYABAS is also not able to further reduce the NRW level due to such restriction.

Annual Report 2012 Puncak Niaga Holdings Berhad In May to July 2012, the water crisis in Hulu Langat areas affecting 209,678 consumer 11 accounts was due to insuffi cient treated water. The crisis was temporarily resolved with the completion of the second stage distribution work in relation to the new Sg Labu WTP. Nevertheless, water supply has remained at a crisis state since July 2012 with the reserve margin standing at below 3% most of the time and resulting in occasional water interruptions in several areas. The critical water supply situation will persist and continue into 2013 with an Executive increase in demand but limited additional distributable treated water capacity. Chairman’s Message The water crisis at Gombak and Kuala Lumpur Districts at the beginning of 2013 was due to the technical problems at the pump house in Wangsa Maju resulting from many years of continuous overloading beyond its original design capacity. The crisis was fi nally resolved in mid January 2013 after the installation of bypass pipes with approval of the authorities. The authorities had in March 2012 approved SYABAS’ previous proposal to build an additional pump house at Wangsa Maju and the construction of the pump house is currently undertaken by the Selangor State Government. The water crisis had caused considerable hardship to the affected consumers and these circumstances underline the vital need for the water woes in Selangor and the Federal Territories of Kuala Lumpur and Putrajaya to be resolved swiftly.

The Selangor State Government on 4 December 2012 indicated its intention to terminate the Operation and Maintenance Agreement dated 7 March 2008 in respect of the Sg Sireh WTP between PNSB and the Selangor State Government, and the Novation Agreement dated 7 March 2008 in respect of the Sg Sireh WTP between PNSB, SYABAS and the Selangor State Government. On 18 February 2013, PNSB instituted legal proceedings against the Selangor State Government on the matter. The suit is currently ongoing.

The Group’s Oil & Gas unit has successfully completed contracts with Kebabangan Petroleum Operating Company Sdn Bhd (“KPOC”), Newfi eld Peninsula Malaysia Inc (“Newfi eld”), Exxonmobil Exploration and Production Malaysia Inc (“Exxonmobil”) and Hess Exploration & Production Malaysia BV (“Hess”) in 2012. GOM Resources Sdn Bhd’s (“GOM Resources”) major contract, the Integrated Transportation and Installation of Offshore Facilities Package A : DLB 264 has been extended for one more year in 2013 with a further option to extend in 2014. Aside from its core business of transportation and installation, GOM Resources will have to explore other viable areas of business within the Oil & Gas sector and continue to look out for potential project acquisitions, both domestically and overseas.

ACHIEVEMENTS

None of the challenges we faced during the year dented the Group’s determination to fulfi l its commitments to its various stakeholders and above all to consumers. I am therefore pleased to record that the Group exceeded all of its KPIs. The Group had provided a good supply of clean, treated water and had continued to manage the ever-increasing demand for water within Selangor and the Federal Territories of Kuala Lumpur and Putrajaya.

Moreover, despite the fi nancial constraints affecting the whole of our concession business, signifi cant sums were invested in upgrading the Water Treatment Plants (“WTP”) we operate. Other critical works and strategic programmes were also prioritised, including Research and Development (“R&D”) and Information and Communication Technology (“ICT”).

In the Oil & Gas sector, the Group performed up to expectation and was awarded by KPOC the Integrated Transportation and Installation of Offshore Facilities contract for one more year in 2013 with an extension option of one year.

Across all of its water treatment operations, PNSB has rigorously adhered to the Integrated Management System covering ISO 9001:2008 (Quality), ISO 14001 (Environment) and OHSAS 18001:2007 (Safety) Management Systems. The three Regional Offi ces of PNSB also adhered to the Integrated Management System with ISO 9001:2008 (Quality).

Puncak Niaga Holdings Berhad Annual Report 2012 12 Three SYABAS districts were accredited with OHSAS 18001:2007 (Health and Safety). In addition, SYABAS’ Human Resources & Administration Department was awarded with ISO 9001:2008 certifi cation in 2012.

For Oil & Gas operations, GOM Resources adhered to the Integrated Management System Executive covering ISO 9001:2008 (Quality), ISO 14001:2004 (Environment), OHSAS 18001:2007 Chairman’s (Occupational, Health and Safety) and ISO/TS29001:2010 (Petroleum, Petrochemical and Message Natural Gas Industries – Sector Specifi c Quality) Management Systems.

CORPORATE DEVELOPMENTS

Oil & Gas

The Oil & Gas sector is a massive potential growth area for the Group and our initial foray into the sector has met with commendable success in its infant stage as, after just one full year of operation, GOM Resources results had a positive impact on the Group’s results, contributing approximately 20.8% of the Group’s revenue in 2012.

The Group’s Oil & Gas capabilities currently involve construction and subsea services and The Oil & Gas marine support services to the offshore Oil & Gas industry in Malaysia. The Oil & Gas unit is exploring many other areas, both mid-stream and upstream and is looking to expand locally sector is a massive and overseas. During the year, GOM Resources set up the Exploration & Production Division potential growth to evaluate business development opportunities, locally and overseas. area for the Group and our initial Looking forward, the Group is confi dent and hopeful of clinching more Oil & Gas projects to achieve its Vision to become a signifi cant player in this sector and to constantly enhance the foray into the sustainability of the Group’s businesses. sector has met with commendable Water Related Construction Projects success in its The Group’s ongoing water related construction projects in are coming to an end, infant stage with total completion of three (3) remaining work orders expected by June 2013. The Group is working towards securing more new water related construction contracts in 2013. There is undoubtedly a potential growth area for PNHB not only in construction but also in operation and maintenance. In the year ahead, we will continue to dedicate our resources to business development efforts in this area.

Overseas Expansion

Asia is expected to be the world’s next growth centre. Such growth is creating a substantial increase in demand for resources in both the consumer and the industrial markets, which in turn offers the Group tremendous opportunities for business expansion.

(Source: The European Magazine January-February 2013)

The Group has amassed considerable experience of successfully managing large scale water projects in India and China, and this experience will stand us in good stead as we bid for further contracts in water/wastewater and water/wastewater related projects across developing Asia.

In China, we continue to make good with our current projects. We are also actively exploring fresh potential investments in other provinces of China. Meanwhile in ASEAN, we are looking into the possibility of bidding for water/wastewater and water/wastewater related projects via Government-to-Government arrangements and joint ventures with reliable local partners.

For this reason, in 2013, PNHB’s wholly owned subsidiary, Puncak Oil & Gas Sdn Bhd (“POG”) is in the process of setting up a branch offi ce in Turkmenistan and incorporated a wholly owned limited company in The Republic of the Union of Myanmar, namely GOM

Annual Report 2012 Puncak Niaga Holdings Berhad Resources Limited, with the objective to undertake potential business of transportation and 13 installation of pipelines and other services for the onshore and offshore operations of the Oil & Gas industry.

Corporate Exercise Executive In conjunction with PNHB’s fund raising exercise and to reward the existing PNHB Chairman’s shareholders for their continued support in the Company, on 27 September 2012, PNHB Message announced the proposed issue of up to 40,910,609 free Warrants in PNHB (“Warrants”) on the basis of one Warrant for every ten existing ordinary shares of RM1.00 each in PNHB held (“PNHB Shares”) (“Proposed Free Warrants Issue”), and a fi ve-year Redeemable Convertible Secured Sukuk Ijarah (“Convertible Ijarah Sukuk”) of up to RM165.00 million in nominal value (“Proposed Convertible Ijarah Sukuk Issue”) (“The Proposals”). The Proposals will enable shareholders to participate in a PNHB derivative without cost as well as giving them an opportunity to increase their equity participation in PNHB. The Proposals will also further strengthen PNHB’s capital base and market capitalisation, enabling PNHB to raise funds for working capital purposes without incurring fi nancing cost and to raise funds at fi xed and reasonable cost to pursue potential acquisitions and/or investment opportunities.

The Proposals had been approved by the relevant authorities and an Extraordinary General Meeting will be convened by the Company in end May 2013 to seek the shareholders’ approval for the Proposals.

CORPORATE & ENVIRONMENTAL SOCIAL RESPONSIBILITY

Corporate Responsibility (“CR”) within PNHB is guided by a CR strategy which refl ects the Group’s Vision to be a Leading Regional Integrated Water, Wastewater And Environmental Solutions Provider And To Emerge As A Signifi cant Player In The Oil And Gas Sector. In day-to-day operations, we continue to increase shareholder value and respond to societal needs. We develop the nation by providing a new generation of innovative services and solutions. These efforts really make a difference to our communities, the world today and future generations.

PNHB believes that everyone deserves access to clean water. We are committed to delivering outstanding quality and reliable service at an affordable price. Our R&D team continues to evaluate the best possible water treatment processes and water distribution operations to deliver high water quality to the public. It is part of the Group’s commitment to deliver reliable and trusted quality service.

Our Research & Development Centre has collaborated with the Ministry of Defence under the “Penjodohan Initiatif Kementerian Pertahanan dengan Menteri Tempatan” and successfully developed a mobile water purifi cation prototype ‘JERNIH’ that is able to meet the demand of a population of 500, tapping from the Army experience in Bamyan, Afganistan. ‘JERNIH’ was showcased at the recently concluded International Maritime & Aerospace Exhibition (LIMA) 2013, held in Langkawi from 26 March 2013 to 30 March 2013 and received good reviews from visitors to LIMA 2013.

Our stakeholders can signifi cantly affect our business viability. We continue to prioritise the importance of actively engaging with our stakeholders to understand their views and concerns. Our effective stakeholder engagement including visits, philanthropic activities, educational programmes, awareness sessions and participations in various events have helped us to shape our business. I am pleased to witness the Group’s active role in its mission in assisting fl ood victims in Selangor, and which was extended to help the needy. As a good corporate citizen, PNHB continues to assist the Government in addressing current issues concerning the water shortage by introducing educational sessions for the public to provide accurate information on water status and ways to save water.

Puncak Niaga Holdings Berhad Annual Report 2012 14 We continue to integrate CR into every aspect of our business. PNSB, SYABAS and GOM Resources recognise the importance of providing staff with an adequate work-life balance. Our “Program Bantuan Bekalan Air Tabung Budi” was launched in 2010 to help the poor, homeless, single parents, the disabled and those in need. Contributions received from PEKA members, employees of SYABAS/PNSB, individuals and corporate bodies are used Executive to help these people. Tabung Budi continues to fi nance payment of water bill arrears, water Chairman’s connection charges, repair of water pipes and meter stands; installation of water supply for Message new water account, installation and reconnection charges on water supply to recipients’ residences and payment of monthly bills.

In 2012, Tabung Budi held 40 events covering 10 districts namely, , Petaling, Kuala Lumpur, Hulu Selangor, , , Gombak, Kuala Langat, Hulu Langat and Sabak Bernam.

PNHB is acutely aware of the importance of protecting the natural environment. The Group is wholeheartedly committed to the preservation and conservation of the environment, especially rivers, which are the main sources of raw water. PNHB’s Environmental Surveillance section continuously monitors environmental conditions in the catchment areas that provide us with raw water.

PNHB runs a variety of programmes, the most noteworthy being the River Rescue Brigade (Briged Penyelamat Sungai) (“BPS”), to promote a sense of environmental responsibility amongst the general public. This programme teaches students from primary/secondary/tertiary schools in Selangor and the Federal Territories of Kuala Lumpur and Putrajaya about the vital importance of protecting the environment.

During the United Nations Climate Change Conference (“COP15”) in Copenhagen in December 2009, Prime Minister YAB Datuk Seri Mohd Najib Tun Haji Abdul Razak announced an initiative to achieve a 40% reduction in carbon and other greenhouse gas (“GHG”) emissions by 2020. In 2012, we implemented various green initiatives and I am proud to announce that our operational footprint has improved as a result.

Our focus for 2013 will be to support our transformation into a next-generation water and water related specialist and a signifi cant player in oil & gas industry with a strong focus on sustainability. This includes continuous innovation and service excellence; sustaining a high level of commitment; sustaining shareholders’ confi dence; and enhancing PNHB’s reputation in the marketplace by responding to societal needs.

CORPORATE GOVERNANCE

PNHB operates a rigorous corporate governance regime that aims to ensure a fair deal for all its stakeholders and is imbued with the principles of transparency, integrity and accountability. Our objective is not only to maintain the highest ethical standards but to build a business which is sustainable in the long term and which contributes signifi cantly to environmental protection, wealth-creation and nation-building.

Recognising the importance of the role of Directors of public listed companies, the Malaysian Code on Corporate Governance 2012 (“MCCG 2012”) was launched in 2012 with the fi rst reporting on compliance with MCCG 2012 to be by public listed companies whose fi nancial year end is 31 December 2012. The focus of MCCG 2012 is to strengthen the structure and composition of the Boards of Directors of public listed companies in Malaysia. PNHB has ensured compliance where possible with the recommendations as provided by MCCG 2012 as detailed in the Statement On Corporate Governance, set out on pages 174 to 195 of this Annual Report; including amendments to the Listing Requirements of the Main Market of Bursa Malaysia Securities Berhad.

PNHB is committed to demonstrating transparency, integrity, accountability and achieving sustainability across its operations for the benefi t of our customers, shareholders, stakeholders and business associates.

Annual Report 2012 Puncak Niaga Holdings Berhad ACCOLADES AND ACCOMPLISHMENTS 15

PNHB received two awards from the Federation of Public Listed Companies Berhad (“FPLC”), namely, the Top 10 Companies Highest Sponsorship Recognition Award 2010/2011 - CSR in Sport Activities and the Top 10 Companies Most Active in Professional Development Participation in Seminars and Conferences by FPLC in June 2012. Executive Chairman’s On 6 May 2012, SYABAS achieved the Anugerah Promosi Gaya Hidup Sihat Melalui Sukan Message for the Anugerah Industri Sukan Negara 2012.

PNSB received a total of 25 Innovative & Creative Circle (“ICC”) Awards in 2012, surpassing the previous year’s performance. At the Mini ICC Convention 2012 organised by the Malaysian Productivity Corporation (“MPC”), on 8 May 2012, six PNSB teams won four Gold Awards and two Silver Awards. The Regional ICC Convention 2012 held in June and July 2012 saw 12 PNSB teams brought home nine Gold Awards and three Silver Awards. At the National ICC Convention 2012 held from 15-17 October 2012, three teams earned 2-Star Gold Awards and three teams won 3-Star Gold Awards. PNSB’s R.O.T. II Team was one of the top 10 teams from Service Sector and they will participate in the International Convention on Quality Creative Circle (“ICQCC”) 2013 in Taiwan. PNSB’s AIM Team earned the 3-Star Gold Award at the ICQCC 12 on 16 October 2012.

On 11 October 2012, PNSB achieved the Bronze Award for the 12th Malaysia HR Awards 2012 Employer of Choice. OIL & GAS On 27 October 2012, PNHB received the Socrates International Award in Oxford, United SAVING TIPS Kingdom. Aggressive driving PNSB’s Central Laboratory’s/SSP2 WTP Laboratory’s high standards for training, health and wastes gas safety earned them the Institut Kimia Malaysia (“IKM”) Laboratory Excellence Award 2012 on 30 November 2012.

In 2012, the Sg Selisek, , Sg Batu, Bukit Tampoi, Wangsa Maju and SSP2 WTPs won Gold (Class I) Awards from the Malaysian Society for Occupational Safety & Health (“MSOSH”), while the Sg Dusun and Ampang Intake WTPs received Gold (Class II) Awards from MSOSH. The National Council of Occupational Safety & Health (“NCOSH”) honoured the Sg Langat WTP with a Gold Trophy Award under the water utility sector on 30 October 2012.

SYABAS also achieved MSOSH recognition in 2012. Seven districts, namely Kuala Lumpur, Hulu Langat, Petaling, Gombak, Sabak Bernam, Hulu Selangor and Kuala Selangor obtained Gold (Class I) Awards. Three districts, Kuala Langat, Sepang and Klang, earned the Gold (Class II) Awards.

PROSPECTS

Economic Prospects

Mainly due to the Eurozone crisis, the debt problem in Japan and the US, and the slowdown in China, the global economy is not expected to be in prosperous shape until at least 2018. Indeed, in 2013, activity is forecast to remain tepid in many economies. Nevertheless, the International Monetary Fund is predicting a slight rebound for the global economy to 3.6% growth this year. The recovery is expected to limp along in the major advanced economies, though growth should remain at a fairly healthy level in many emerging markets and developing economies.

(Source: International Monetary Fund World Economic Review 2012 and World Economic Outlook 2013.)

Puncak Niaga Holdings Berhad Annual Report 2012 16 In 2013, the Malaysian economy is expected to strengthen further and to grow at a faster rate of 4.5% to 5.5% in support of improving exports and strong domestic demand.

The external trade-related industries are anticipated to benefi t from stronger global growth, particularly during the second half of the year. Domestic demand, meanwhile, is expected Executive to grow by 5.6% and will remain the main engine of growth in 2013, underpinned by strong private sector expenditure. Private consumption is projected to expand 5.7% driven by Chairman’s higher disposable income arising from the improved employment outlook, fi rm commodity Message prices, and the wealth generated by the stable performance of the stock market stimulated by strong domestic economic activities.

(Source: The Economic Report 2012/2013, Ministry of Finance, Malaysia.)

Group Prospects

The Group remains totally committed to supporting a Governmental restructuring of the water services sector in Selangor and the Federal Territories of Kuala Lumpur and Putrajaya on a “willing buyer willing seller” basis. PNHB maintains its conviction that such restructuring must be benefi cial to all parties, and especially to the public at large.

In the environmental sector, the Group is actively looking into the provision of solutions to the sewerage and solid waste sectors in Malaysia and overseas. The Group is also seeking opportunities in the construction sector.

Meanwhile, initial successes in the Oil & Gas arena augur well for the Group’s future. The Group is hopeful to clinch more Oil & Gas projects and to invest in or acquire other Oil & Gas assets to further expand its business in line with its Vision to become a signifi cant player in this fi eld locally and overseas.

Looking ahead, the Group is thus determined to continue in its quest to achieve sustainable long-term growth by continuous, prudent expansion into niche areas within the water, wastewater, Oil & Gas and construction sectors.

APPRECIATION

At the end of another year of major and positive achievements in the face of considerable challenges, I would like to record, on behalf of the Board, our profound appreciation of the skills, dedication and teamwork consistently displayed by our Management and staff, which made such a tremendous contribution to the Group’s ongoing development and growth.

I would also like to convey our thanks to our customers, investors, fi nanciers and business partners for their unfailing support; and to the Government and the various government authorities, agencies and non-governmental organisations for the guidance and cooperation they provided during the year.

Finally, I wish to express my appreciation of the exceptional energy and commitment so consistently displayed by my colleagues on the Board of Directors and by the Group’s Management team who have kept the Group on track with its Vision.

Looking forward, despite the many challenges in anticipation, I am convinced that in 2013, PNHB will once again, with full commitment and support from the Board of Directors, Management team, staff, the shareholders and the stakeholders, continue to fulfi l our obligations by delivering the highest levels of service to our customers, protecting the environment, and achieving the results that our stakeholders so rightly expect.

TAN SRI ROZALI ISMAIL Executive Chairman 29 April 2013

Annual Report 2012 Puncak Niaga Holdings Berhad PUNCAK NIAGA HOLDINGS BERHAD (“PNHB”) CONTINUES TO DELIVER TO THE 17 EXPECTATION OF ITS STAKEHOLDERS ON TRANSPARENCY AND COMPREHENSIVE DISCLOSURES. WE CONTINUE TO REPORT ON OUR PERFORMANCES IN THE TRIPLE-BOTTOM-LINE: ECONOMIC, ENVIRONMENT AND SOCIAL ASPECTS. OUR INTEGRATED REPORTING WHICH INCLUDES THE FINANCIAL AND OPERATIONS ASPECTS OF OUR BUSINESS, AND THE FULL REPORT PROVIDES About A CLEAR, COMPREHENSIVE AND TRANSPARENT REPRESENTATION OF PNHB’S PERFORMANCE TO OUR STAKEHOLDERS. This Report

Our integrated reporting creates value over the short, medium and long term. This Report comprehensively illustrates the Group’s performances and achievements in fi nancial and non-fi nancial areas. We have endeavoured to present our data in the most accurate manner possible, using quantitative indicators where relevant. We aim to provide detailed disclosures on those areas which are deemed to be material. This information includes areas of our business which have a great infl uence on our businesses and a high level of potential impact on our stakeholders.

The Corporate Social Responsibility (“CSR”) section of this Report provides information on PNHB’s impacts on the environment and community in which it operates and how the environment and community impact its businesses. The principle framework used is the Global Reporting Initiatives (“GRI”), GRI G3.1 Guidelines. This Report has been prepared to adhere to an application level of A. Other guidelines include the Bursa Malaysia Securities Berhad CSR Guidelines as well as the ISO 26000 Guidance on Social Responsibility. The GRI G3.1 Content Index which can be found on pages 424 to 430 of this Annual Report serves as an interactive navigation tools and refl ects our disclosure on each indicator outlined by the GRI. We will continue to improve the level of disclosures in our future Reports.

In order to quantify the progression of our CSR sustainability milestones, the achievements in 2012 have been compared against previous years. Certain regulatory performance data contained in PNHB’s 2012 Annual Report is subject to regulatory audit.

This Report is available to all stakeholders in hard copy on request and can be downloaded from our corporate website.

SCOPE OF REPORTING

Reporting Period: 1 January to 31 December 2012

Coverage: PNHB Group including all of its subsidiaries, local and overseas

Date of Publication: 4 June 2013

Puncak Niaga Holdings Berhad Annual Report 2012 18 OUR COMPANY

THE PUNCAK NIAGA HOLDINGS BERHAD (“PNHB”) GROUP IS THE LEADING REGIONAL INTEGRATED WATER, WASTEWATER AND ENVIRONMENTAL SOLUTIONS PROVIDER AND AN EMERGING SIGNIFICANT PLAYER IN THE OIL & GAS SECTOR. PNHB IS AN INVESTMENT HOLDING COMPANY WHILST ITS SUBSIDIARIES ARE Corporate PRINCIPALLY INVOLVED IN THE OPERATION, MAINTENANCE, MANAGEMENT, CONSTRUCTION, REHABILITATION AND REFURBISHMENT OF WATER TREATMENT Profi le FACILITIES, THE SUPPLY AND DISTRIBUTION OF TREATED WATER WITHIN THE STATE OF SELANGOR AND THE FEDERAL TERRITORIES OF KUALA LUMPUR AND PUTRAJAYA, UNDERTAKING OFFSHORE INSTALLATION CONTRACT WORK SPECIFICALLY IN THE AREAS OF INTEGRATED TRANSPORTATION AND INSTALLATION OF OFFSHORE FACILITIES AS WELL AS UNDERTAKING RESEARCH AND DEVELOPMENT AND TECHNOLOGY DEVELOPMENT FOR THE WATER, WASTEWATER AND ENVIRONMENT SECTORS.

Established on 7 January 1997, PNHB was listed on the Main Board of Bursa Malaysia Securities Berhad (now known as the Main Market of Bursa Malaysia Securities Berhad) on 8 July 1997. As at the end of 31 December 2012, PNHB’s market capitalisation stood at RM482.7 million. It is the fi rst water treatment and supply concession company to be listed on Bursa Malaysia Securities Berhad under the Infrastructure Project Company guidelines issued by the Securities Commission.

OUR CORE BUSINESS AND CAPABILITIES

Our subsidiary, Puncak Niaga (M) Sdn Bhd (“PNSB”) which holds fi ve water treatment concessions with the Selangor State Government, is the nation’s second largest water supply concessionaire, operating, managing and maintaining 29 water treatment plants with a combined capacity of 1,930 million litres per day. PNSB undertook the fi nance, design, construction, operation, management and maintenance of the Sungai Selangor Phase 2 Water Treatment Plant with a design capacity of 950 million litres per day at a cost of RM1.28 billion which was completed on 1 January 2001, one year ahead of schedule. Subsequently, PNSB completed the Wangsa Maju Water Treatment Plant with a design capacity of 45 million litres per day at a cost of RM122.0 million in a record time of six months in July 1998, during the water crisis. These early completion of projects clearly exemplifi es the PNHB Group’s excellent capabilities in managing and undertaking large-scale water supply projects in Malaysia.

Under a separate concession agreement with the Federal Government and the Selangor State Government, our other subsidiary, Syarikat Bekalan Air Selangor Sdn Bhd (“SYABAS”) supplies treated water to consumers in Selangor and the Federal Territories of Kuala Lumpur and Putrajaya to a population of 7.5 million including industrial and commercial users, with a total registration of 1.857 million consumer accounts as at 31 December 2012. SYABAS also undertakes the maintenance of 26,425 km of water pipes, 1,527 service reservoirs, elevated water tanks and suction tanks and 589 booster pumping stations within the State of Selangor and the Federal Territories of Kuala Lumpur and Putrajaya.

In mid 2008, PNHB Group entered the China market via its 80% owned subsidiary, Sino Water Pte Ltd (“Sino Water”), a company incorporated in Singapore which focuses primarily on potential markets in China. PNHB had on 15 December 2010 further increased its stake in Sino Water to 98.65%. Sino Water has established various subsidiaries in the People’s Republic of China to undertake potable water and wastewater projects in several provinces in China.

To facilitate PNHB Group’s overseas expansion plans in water and our new business sectors in the Asian countries, in mid 2010, PNHB formed a wholly owned Singapore subsidiary, Puncak Niaga Overseas Capital Pte Ltd, which will spearhead our entry into Vietnam, Cambodia, Laos and other Asian countries.

In March 2011, PNHB set up a Representative Offi ce in Ho Chi Minh City, Saigon, Vietnam to explore potential business opportunities in Vietnam.

On 10 March 2011, PNHB formed a 99.99% owned subsidiary in India, Puncak Niaga Infrastructures & Projects Private Limited which will focus primarily on potential markets in India.

Annual Report 2012 Puncak Niaga Holdings Berhad On 23 May 2011, PNHB’s wholly owned subsidiary, Puncak Oil & Gas Sdn Bhd (“POG”) 19 entered into Agreements to acquire 40% equity interest in two (2) oil and gas entities, namely GOM Resources Sdn Bhd (“GOM Resources”) and KGL Ltd. (“KGL”) with proven track records in undertaking oil and gas works for Petronas which will enable Puncak Group to make further forays and strengthen its presence as a signifi cant company in the oil and gas industry. The 40% equity acquisitions of GOM Resources and KGL were completed on 30 June 2011. Corporate Profi le On 28 September 2011, POG completed the acquisitions of the remaining 60% equity interest in GOM Resources and KGL thereby resulting in both GOM Resources and KGL becoming wholly owned subsidiaries of POG. On 9 January 2013, PNHB’s wholly-owned subsidiary, POG had incorporated a wholly-owned limited company in The Republic of the Union of Myanmar (“Myanmar”), namely, GOM Resources Limited to explore potential business opportunities in Myanmar. On 1 March 2013, Sino Water’s wholly-owned subsidiary, Sino Water Environmental Consultancy (Shanghai) Co Ltd established a Liaison Offi ce in Chengdu, Sichuan Province, China to explore potential business opportunities in Sichuan Province. Our customer contact centre, PUSPEL which is manned by a team of highly trained call agents operates 24 hours daily and provides customers with a convenient and effective way to contact SYABAS on water supply matters. In May 2007, PUSPEL received the 2007 Malaysia Water Award for Excellence in Customer Service Management from the Malaysian Water Association. On 8 October 2010, PUSPEL was awarded the special award, “The Best Emerging Contact Centre” category for Government Link Company by Contact Centre Association of Malaysia at Customer Relationship Management & Contact Centre Association of Malaysia Award 2010 in recognition of PUSPEL’s excellent customer service to all water users in Selangor and the Federal Territories of Kuala Lumpur and Putrajaya. Out of the manpower strength of more than 4,000 employees in the PNHB Group, more than half comprise Management, professionals, technical and supervisory executives with core competencies in engineering, accountancy, legal, management, administration and business; which are instrumental in supporting the Group’s businesses and operations. OUR COMMITMENT TO CORPORATE CITIZENSHIP The PNHB Group is committed to upholding the principles of good corporate governance and core values such as quality, value, service, innovation and trust in the conduct of our business which are integral to our success over the years. We have received various repeat awards and accolades for good governance, annual reporting, occupational safety and health; and environmental and social reporting. In line with our corporate vision and mission, we seek to be environmentally responsible in the protection, conservation and enhancement of the natural environment, particularly in the management aspect of the water resources, which is relevant to our business operations. Our River Rescue Brigade (“Briged Penyelamat Sungai”) programme which was initiated by our Executive Chairman in 1998 is a programme which aims to educate the younger generation on the importance of the conservation and protection of the environment, especially the rivers. To-date, we have enlisted 5,595 school children and 281 schools in the State of Selangor and the Federal Territories of Kuala Lumpur and Putrajaya into the programme. In November 2007, our River Rescue Brigade was accorded an Honourable Mention at the inaugural Prime Minister’s Corporate Social Responsibility (CSR) Award 2007. Another programme, the Educational Outreach Programme (“Turun Ke Padang”) launched in 1999, is an extension of the River Rescue Brigade which aims to educate the primary and secondary school and tertiary level children located within our areas of operations on the importance of river preservation. The objectives of these programmes are to ensure the continuous supply of clean water as well as to enlighten them on the roles played by PNSB and SYABAS in the water treatment and water distribution processes respectively. OUR FUTURE PLANS As the PNHB Group seeks to grow its business and deliver value to the stakeholders, we will look into expanding our operations in areas related to our core business and other sectors such as the oil & gas sector, and competencies within Malaysia and undertaking projects in other countries such as India, China and the ASEAN countries. Puncak Niaga Holdings Berhad Annual Report 2012 20 COMPANY SECRETARIES Sri Aman Site Offi ce (Zone 1): 1st Floor, Lot 440 Madam Tan Bee Lian Block 3, Jalan Council (MAICSA 7006285) 95000 Sri Aman, Sarawak Tel : +6083-320 335 Madam Lim Yew Heang Corporate Fax : +6083-320 340 (MAICSA 7007653) Information Sarikei Site Offi ce (Zone 2): 1st Floor, No. 82C REGISTERED OFFICE Wisma CS Kua 10th Floor, Wisma Rozali Jalan Masjid Lama BOARD OF DIRECTORS No. 4, Persiaran Sukan 96100 Sarikei, Sarawak Seksyen 13 Tel : +6084-656 206 Yang Berbahagia 40100 Shah Alam Fax : +6084-656 208 Tan Sri Rozali Ismail Selangor Darul Ehsan Offi ce: Executive Chairman Tel : +603-5522 8428 No. 5, 1st Floor, Block A Fax : +603-5512 0220 Yang Berbahagia Lorong Plaza Permai 1 Dato’ Ruslan Hassan Alamesra, Sulaman Coastal Highway Non-Independent PRINCIPAL OFFICE 88400 Kota Kinabalu Non-Executive Director Sabah Wisma Rozali Tel : +6088-486 070 Yang Berbahagia No. 4, Persiaran Sukan Fax : +6088-486 069 Dato’ Ir Lee Miang Koi Seksyen 13 Non-Independent 40100 Shah Alam Non-Executive Director Selangor Darul Ehsan SUBSIDIARY OFFICES Tel : +603-5522 8589 Yang Berbahagia MALAYSIA Fax : +603-5522 8598 Dato’ Syed Danial Syed Ariffi n e-mail (general): Chief Operating Offi cer Puncak Niaga (M) Sdn Bhd’s [email protected] (“PNSB”) Office Yang Berbahagia Tan Sri Dato’ e-mail (investors): Hari Narayanan Govindasamy [email protected] Wisma Rozali Independent Website : www.puncakniaga.com.my No. 4, Persiaran Sukan, Non-Executive Director Seksyen 13 40100 Shah Alam Yang Berbahagia Tan Sri Dato’ BRANCH OFFICES Selangor Darul Ehsan Seri Dr Ting Chew Peh Tel : +603-5522 8589 Kuala Terengganu Offi ce Independent Fax : +603-5522 8598 201B, Jalan Sultan Zainal Abidin Non-Executive Director 20000 Kuala Terengganu Syarikat Bekalan Air Selangor Yang Amat Mulia Tengku Dato’ Terengganu Darul Iman Sdn Bhd’s (“SYABAS”) Office Rahimah Almarhum Tel : +609-623 8589 Sultan Mahmud Fax : +609-624 8589 SYABAS Head Offi ce Non-Independent Jalan Pantai Baharu Offi ce Non-Executive Director 59200 Kuala Lumpur No. 12C, Jalan Todak 5 Tel : +603-2282 6244 / Yang Berbahagia Pusat Bandar Seberang Jaya +603-2088 5400 Tan Sri Dato’ Ahmad Fuzi 13700 Perai, Pulau Pinang Fax : +603-2282 7976 Haji Abdul Razak Tel : +604-397 8589 e-mail : [email protected] Independent Website : www.syabas.com.my Sarawak Offi ce Non-Executive Director Network : follow@puspel Lot 10864 & 10865 (on Twitter and Facebook) Mr Ng Wah Tar Section 64, KTLD Executive Director Jalan Mendu Corporate Finance Division 93200 Kuching, Sarawak Tel : +6082-332 589 Fax : +6082-337 589

Annual Report 2012 Puncak Niaga Holdings Berhad 21 Puncak Oil & Gas Sdn Bhd’s Office CHINA

Level 17, Tower 1 Sino Water Environmental Etiqa Twins Consultancy (Shanghai) Co. Ltd No. 11, Jalan Pinang Unit 301, No. 398 50450 Kuala Lumpur City Gateway Corporate Wilayah Persekutuan Caoxi (North) Road Information Tel : +603-2176 2000 Xuhui District Fax : +603-2176 2100 200030 Shanghai e-mail : [email protected] People’s Republic of China Tel : +86-21-6090 5282 Fax : +86-21-6090 5281 GOM Resources Sdn Bhd’s Office Liaison Offi ce Level 15, 16 & 17, Tower 1 Level 28, One Aerospace Center Etiqa Twins No. 7, Xin Guang Hua Street No. 11, Jalan Pinang Jin Jiang District 50450 Kuala Lumpur 610016 Chengdu Wilayah Persekutuan People’s Republic of China Tel : +603-2176 2000 Tel : +86 28 6283 3442/ INDIA Fax : +603-2176 2100 43/46/48 Puncak Niaga Infrastructures & e-mail : [email protected] Fax : +86 28 6283 3550 Projects Private Limited Luwei (Pingdingshan) Water Co. Ltd No. 12, 7th Main Road KGL Ltd.’s Office No. 6, ShunCheng Road (East) First Floor Lushan County Kasturibai Nagar c/o Lot 1, 2nd Floor Henan Province Adyar Wisma Siamloh 467300 People’s Republic of China Chennai 600020 Jalan Kemajuan Tel / Fax : +86-375-589 1036 Tamil Nadu, India 87007 Federal Territory of Tel : +91-44-4210 2058 Tel : +608-741 7810 Xinnuo Water (Binzhou) Co. Ltd Fax : +91-44-4210 2028 Fax : +608-742 4220 Chenlou Industrial & Commerce Park e-mail : [email protected] Laodian Town Yangxin County MYANMAR Shandong Province SINGAPORE GOM Resources Limited 251802 People’s Republic of China c/o No. 79, Taw Win Road Sino Water Pte Ltd’s and Tel / Fax : +86-543-898 3008 Dagon Township Puncak Niaga Overseas Capital Luancheng Dayu Water Supply 11191 Yangon Pte Ltd’s Offi ce Co. Ltd Myanmar No. 8, Eu Tong Sen Street No. 17, Xinyuan Road Tel : +95-973 999911/ #22-85 & #22-86 Luancheng County +95-973 999966 The Central Hebei Province Fax : +95-1221 789 Singapore 059818 051430 People’s Republic of China Tel : +65 6224 9220 (Main Line) / Tel / Fax : +86-311-8803 1652 +65 6222 7926 REPRESENTATIVE OFFICE Fax : +65 6222 6812 Hebei Sino Panlong Industrial VIETNAM Water Supply Co. Ltd No. 117, Renmin Road The Representative Offi ce Yuanshi County of Puncak Niaga Holdings Berhad Hebei Province 16F, Saigon Tower 051130 People’s Republic of China 29, Le Duan Street Tel / Fax : +86-311-8463 8813 District 1, Ho Chi Minh City Saigon, Vietnam Tel : +84-8-3520 7601 Fax : +84-8-3520 7604

Puncak Niaga Holdings Berhad Annual Report 2012 22 SOLICITORS REMUNERATION COMMITTEE

Messrs Adnan Sundra & Low Chairman: Messrs Belden Yang Berbahagia Tan Sri Dato’ Messrs Lee Hishammuddin Ahmad Fuzi Haji Abdul Razak Corporate Allen & Gledhill Information Messrs Marcia Ng & Associates Members: Messrs Skrine Yang Berbahagia Tan Sri Dato’ Messrs Soo Thien Ming & Nashrah Hari Narayanan Govindasamy Messrs Sreenevasan Young Yang Berbahagia Tan Sri Dato’ Messrs Zul Rafi que & Partners Seri Dr Ting Chew Peh Mr Ng Wah Tar

SHARE REGISTRAR Secretaries: (place where all registers Madam Tan Bee Lian of securities are kept) Madam Lim Yew Heang

Tricor Investor Services Sdn Bhd (118401-V) NOMINATION COMMITTEE Level 17, The Gardens North Tower Chairman: DATE AND PLACE OF Mid Valley City Yang Berbahagia Tan Sri Dato’ INCORPORATION Lingkaran Syed Putra Ahmad Fuzi Haji Abdul Razak 59200 Kuala Lumpur 7 January 1997, Malaysia Tel : +603-2264 3883 Members: Fax : +603-2282 1886 Yang Berbahagia Tan Sri Dato’ COMPANY NUMBER Hari Narayanan Govindasamy Yang Berbahagia Tan Sri Dato’ STOCK EXCHANGE LISTING 416087-U Seri Dr Ting Chew Peh Main Market Secretaries: Bursa Malaysia Securities Berhad AUDITORS Madam Tan Bee Lian Infrastructure Project Madam Lim Yew Heang Messrs Ernst & Young (AF 0039) Companies Sector

INDICES COMPLIANCE, INTERNAL TAX ADVISORS CONTROL AND RISK POLICY FTSE Bursa Malaysia Kuala Lumpur COMMITTEE (CICR) Ernst & Young Tax Consultants FTSE Bursa Malaysia Emas Sdn Bhd Syariah Index Chairman: Yang Berbahagia Tan Sri Dato’ Seri Dr Ting Chew Peh PRINCIPAL BANKERS AUDIT COMMITTEE Members: RHB Bank Berhad (6171-M) Chairman: Mr Ng Wah Tar CIMB Investment Bank Berhad Yang Berbahagia Tan Sri Dato’ Madam Tan Bee Lian (18417-M) Seri Dr Ting Chew Peh AmIslamic Bank Berhad (295576-U) Madam Wong Ley Chan CIMB Bank Berhad (13491-P) Members: Tuan Haji Sonari Solor Yang Berbahagia Tan Sri Dato’ Cik Hayati Ab Wahab Hari Narayanan Govindasamy Secretary: Yang Amat Mulia Tengku Dato’ Madam Johty Priyatharashani Rahimah Almarhum Sultan Mahmud D/O Tiagarajah Yang Berbahagia Tan Sri Dato’ Ahmad Fuzi Haji Abdul Razak

Secretaries: Madam Tan Bee Lian Madam Lim Yew Heang

Annual Report 2012 Puncak Niaga Holdings Berhad 23

PNHB Group PNHB FACT SHEET as at 31 December 2012 Fact Sheet

AUTHORISED SHARE CAPITAL RM1,300,000,000 GOM RESOURCES FACT SHEET PAID-UP SHARE CAPITAL as at 31 December 2012 RM411,142,895 (comprising 411,142,895 ordinary shares Number of of RM1.00 each) Barge vessel 1

SYABAS FACT SHEET as at 31 December 2012

PNSB FACT SHEET Number of SYABAS’ 1.857 million as at 31 December 2012 Consumer Accounts

Number of PNSB’s 29 Maintenance of water pipes 26,425 km Water Treatment Plants Number of service reservoirs, 1,527 Number of Water Treatment Plants 26 elevated water tanks with ISO Certifi cations and suction tanks

Number of pumping stations 589

GROUP MANPOWER AS AT 25 APRIL 2013

Category No. of Gender Race (In Malaysia) Race (Overseas) of Employees Personnel Male Female Malay Chinese Indian Others Malay Chinese Indian

Management 327 237 90 251 40 11 7 – 17 1 Executive 1,115 607 508 1,004 50 34 17 1 8 1 Non-Executive 3,340 2,727 613 3,002 5 172 19 – 141 1

Total 4,782 3,571 1,211 4,257 95 217 43 1 166 3

Grand Total 4,782 4,782 4,782

Puncak Niaga Holdings Berhad Annual Report 2012 24 LIST OF CORPORATE MEMBERSHIPS

1. Malaysian Water Association (MWA) Member since 1994

PNHB Group 2. Malaysia South-South Association (MASSA) Member since 1995 Fact Sheet 3. Federation of Public Listed Companies (FPLC) Member since 1997

4. Malaysian Employers Federation (MEF) Member since 1999

5. Malaysian Industry-Government Group for High Technology (MIGHT) Member since 2001

6. Malaysian-German Chamber of Commerce and Industry (MGCC) Member since 2002

7. National Institute of Occupational Safety and Health (NIOSH) Member since 2002

8. American Water Works Association (AWWA) Member since 2002

9. Malaysian-French Chamber of Commerce and Industry (MFCCI) Member since 2002

10. Malaysia-Russia Business Council Member since 2002

11. British Malaysian Chamber of Commerce (BMCC) Member since 2003

12 Malaysia-Japan Economic Association (MAJECA) Member since 2003

13. Commonwealth Partnership for Technology Management (CPTM) Member since 2003

14. Institute of Marketing Malaysia (IMM) Member since 2003

15. South East Asian Water Utilities Network (SEAWUN) Member since 2004

16. Malaysian Islamic Chamber of Commerce (MICC) Member since 2006

17. Singapore Water Association Member since 2006

18. Malaysian Investors Relations Association (MIRA) Member since 2008

19. Water Association of Selangor, Kuala Lumpur and Putrajaya (SWAn) Member since 2008

20. Malaysian Nature Society (MNS) Member since 2009

21. Environmental Management & Research Association of Malaysia (ENSEARCH) Member since 2009

22. Malaysia-Europe Forum (MEF) Member since 2011

23. Malaysia Oil & Gas Service Council Member since 2011

24. Malaysia External Trade Development Corporation (MATRADE) Member since 2012

25. Arab-Malaysian Chamber of Commerce Member since 2012

26. EU-Malaysia Chamber of Commerce and Industry Member since 2012

Annual Report 2012 Puncak Niaga Holdings Berhad MANPOWER ANALYSIS 25 as at 25 April 2013

GROUP Breakdown by Job Category Breakdown by Gender PNHB Group Fact Sheet

7% 23% 25%

70% 75%

Management Male Executive Female Non-Executive

MALAYSIA Breakdown by Job Category Breakdown by Race

2% 1% 5% 7% 24%

69% 92%

Management Malay Indian Executive Chinese Others Non-Executive

OVERSEAS Breakdown by Job Category Breakdown by Race

2% 1%

11% 6%

83% 97%

Management Malay Indian Executive Chinese Non-Executive

Puncak Niaga Holdings Berhad Annual Report 2012 26

Our Role In REGULATORY AUTHORITIES OPERATORS Manages river basin The Water Selangor Water upstream Management Supply System beginning 3 Authority Dam Operators in Selangor nautical miles (LUAS) from the sea

• Puncak Niaga (M) RIVERS DAMS Oversees Sdn Bhd (PNSB) environment Department of • Syarikat Pengeluar issues Environment Air Sungai Selangor concerning (DOE) Sdn Bhd (SPLASH) rivers • Konsortium ABASS Sdn Bhd

Flood control Department of Irrigation and and river Drainage Malaysia management (DID) Policy, Planning, Enforcement and Surveillance by Government Planning, Enforcement Agencies Policy,

WTP Operators in Selangor SCHEMATIC DIAGRAM OF WATER TREATMENT SYSTEM • Puncak Niaga (M) Raw Water Pump Sdn Bhd (PNSB) Band Screen • Syarikat Pengeluar Grit Chamber Air Sungai Selangor Sdn Bhd (SPLASH) • Konsortium ABASS Intake Sdn Bhd • Konsortium Air National Water Chlorine Selangor Sdn Bhd Coagulant Sodium Silicoflouride Services (KASB) Hydrated Lime Commission Coagulation (SPAN) & Aerator Flocculation Sedimentation Filtration Filter Tank Tank Tank Gallery

Treated Balancing Mixing Water Reservoir Water Supply Distributor Channel Pump for Selangor, Kuala Lumpur

Bulk and Putrajaya Clear Water Tank Meters To River / Sludge Lagoons

Syarikat Bekalan Air Selangor Sdn Bhd Booster (SYABAS) Station

Water Service Reservoir Tower Reservoir Ministry of Health (MOH) - water quality

Consumers

Water Meter Water Meter Water Meter Water Meter (Condominium / Flat) (Industrial / Factory) (Office) (Shopping Centre)

Water Meter Water Meter (Residential Home) (Government / Institutional)

Annual Report 2012 Puncak Niaga Holdings Berhad 1997 1999 2001 27

4 JAN PNHB was included in the KLSE Composite Index (now known as FTSE Bursa Milestones Malaysia Kuala Lumpur Composite Index). 19 APR PNHB received the Certificate 8 JUL of Approval by Lloyd’s Register Quality Assurance ISO 8 JUL 9002:1994,EN ISO 9002:1994, Listing on the Main Board BS EN ISO 9002:1994, MS of the KLSE (now known as ISO 9002:1994 for Quality Main Market of Bursa Malaysia Management System of Securities Berhad effective Wangsa Maju WTP. 3 August 2009) and launching of Puncak Niaga Holdings 9 APR Berhad’s (“PNHB”) Homepage. 6 NOV 9 APR PNHB was awarded the Signing Ceremony of the NACRA 2001 Industry 16 OCT Second Amendment to the Excellence Award under the Signing Ceremony of Turnkey Construction Cum ‘Construction & Infrastructure 2003 Construction Contract between Operation Agreement. Project Companies’ category. PNSB and Seni Kembara- Hazama-Central Energy-OTV PNSB received the Consortium for the construction 1 DEC Occupational Safety & of Stage 2 of SSP2 Water PNHB was included in the Health Award 2000 Treatment Plant (“WTP”). Morgan Stanley Capital Gold Award for SSP2 WTP. International Standard Index. 10 NOV PNHB was awarded the Anugerah Citra Laporan Tahunan 2001 by Dewan Bahasa dan Pustaka. 20 FEB 1998 2000 PNHB received the Asiamoney Corporate Governance Poll 2002 Award for ‘Best Corporate Governance Standards in the 2002 Utilities Sector in Malaysia’.

14 JUN PNHB received the Institute of Public Relations Malaysia IPRM Crystal Award 2002 14 MAR 12 OCT under the Environmental PNHB won the KLSE Corporate Relations Category for the River Rescue Brigade Programme 14 MAR Excellence Award 2000 for 26 MAR Rivercare Campaign I for Main Board Companies and the Voluntary Relations PNHB Group’s Executive school children was launched and the KLSE Corporate Category for the Educational Chairman, YBhg Tan Sri by YB Datuk Haji Mohd Khalid Sectoral Award 2000 for Outreach Programme. Rozali Ismail was awarded Mohd Yunus, the former Main Board Infrastructure the Asia Water Management Deputy Minister of Education. Project Companies. Excellence Award 2002 under the Individual Award Category. 20 JUL 8 NOV Official Ceremony to PNHB was honoured with 31 OCT mark the release of initial the NACRA 2000 Industry PNHB was awarded the 100 MLD of treated Excellence Award for the NACRA 2002 Industry water at SSP2 WTP. ‘Construction & Infrastructure Excellence Award under the Project Companies’ category. ‘Construction & Infrastructure Project Companies’ Category.

Puncak Niaga Holdings Berhad Annual Report 2012 28 2005 2007 2008

15 MAR Signing Ceremony of the Milestones Collaboration Agreement between Puncak Research Centre Sdn Bhd and DHI Water • Environment • Health Denmark. 1 JAN 30 MAR 1 JAN Handover Ceremony of YAB Dato’ Seri Dr Mohd Khir Sg Sireh WTP from Kumpulan Toyo officiated the ceremony Perangsang Selangor Berhad to mark the commencement to PNSB. of operations of SYABAS at SYABAS’ Headquarters. 15 MAY SYABAS garnered the 19 JAN 2007 Malaysia Water 22 MAY PNHB was shortlisted under the YBhg Tun Dr Lim Keng Yaik, the Award (Management Social Reporting Category for former Minister of Energy, Water Category) for PUSPEL. 2004 and Communications, witnessed ACCA Malaysia Environmental the Signing Ceremony of the And Social Reporting Awards Financing Facilities Agreement 26 JUNE (MESRA) 2007 [now known as ACCA Malaysia Sustainability between SYABAS and a panel PNSB’s ‘Ekspedisi Reporting (MaSRA) Awards]. 13 FEB of financial institutions at Menuju Puncak’ at Mount Hotel Istana Kuala Lumpur. Kinabalu, Sabah. PNHB was awarded the KLSE Corporate Sectoral 11 NOV Award 2003 for Main Board SYABAS was awarded the by Bursa Malaysia. Malaysian Business Ethics Excellence Award 2008 under the Large Company Category. 15 DEC Concession Agreement for the Privatisation of Water 2006 17 NOV & 15 DEC Supply Distribution in Selangor PNSB received the Integrated and the Federal Territories of 14 NOV Management System (IMS) Kuala Lumpur and Putrajaya Certification for the Provision of between SYABAS, the 16 OCT Construction Services certified PNHB announced a capital 14 NOV Federal Government and the by URS Certification (M) Sdn repayment of up to RM767.84 PNSB received an Honourable Selangor State Government. Bhd (URS) and accredited million via a cash distribution Mention for its River Rescue under United Kingdom to reward its shareholders. Brigade at the Prime Accredited Service (UKAS). Minister’s Corporate Social Responsibility Awards 2007. 19 NOV PNHB was awarded the NACRA 2008 Industry Excellence Award for Main Board Construction & Infrastructure Project 31 DEC Companies Category. 28 NOV 31 DEC Handover Ceremony of the 28 NOV 26 WTPs in Selangor, Kuala Official Opening Lumpur and Putrajaya from Ceremony of Wisma Rozali, CGE Utilities (M) Sdn Bhd to Shah Alam, Selangor. PNSB at Bukit Nanas WTP.

Annual Report 2012 Puncak Niaga Holdings Berhad 2009 2010 29

9 DEC The Highest Award In The Malaysian Business Milestones Ethics Excellence Award 2010/2011 (Main Category Of Large Company) were awarded to both PNSB and 10 JAN 14 JAN SYABAS, respectively. SYABAS launched PUSPEL’s new logo with the service motto “Friendly, Committed 14 JAN and Trusted” as a symbol SYABAS launched PUSPEL of SYABAS’ ongoing on social networks, commitment to provide the “follow@puspel” 2011 best services to consumers. on Twitter and Facebook.

19 MAY 13 APRIL SYABAS was awarded Two of SYABAS’ teams were Silver Awards for Innovation awarded Gold Awards at in “Information Technology, the Innovative & Creative Computer Software and Circle Central Region Training Category” and “Solution Mini Convention 2010. Technology in Water Manager” 14 SEP at Water Inno Awards 2009 – 22 FEB PNHB was awarded the Malaysian Water Association. “Malaysia 1000 Industry Excellence Award – 22 FEB Water Sector” at the Signing Ceremony of the launching ceremony of 5th Memorandum of Understanding Edition Malaysia 1000. (“MOU”) with NIOSH for Safety Card Training Modules 8 OCT SYABAS-NIOSH. 28 SEP POG completed the acquisitions of the remaining 60% equity 8 OCT 23 MAY interest in GOM Resources SYABAS/PUSPEL was PNHB’s wholly owned and KGL thereby resulting awarded the Best Emerging subsidiary, Puncak Oil & Gas in both GOM Resources Contact Centre Award 2010 Sdn Bhd (“POG”) entered into and KGL becoming wholly 13 AUG at the Customer Relationship Agreements to acquire 40% owned subsidiaries of POG. PNHB was the winner Management & Contact equity interest in two (2) oil for Integrated Reporting Centre Association of and gas entities, namely GOM in an Annual Report Malaysia Award 2010. Resources Sdn Bhd (“GOM at ACCA Malaysia Resources”) and KGL Ltd. Sustainability Reporting (“KGL”) (“Acquisitions”). The Awards (MaSRA) 2009. 2 NOV Acquisitions will enable Puncak The Official Launch of Group to make further forays SYABAS’ Operation and strengthen its presence 1 DEC Command Center (“OCC”). as a significant company in PNHB was awarded the the oil and gas industry. 4 OCT Certificate of Merit at National PNHB received a Annual Corporate Report 8 NOV Commendation for Integrated Awards (NACRA) 2009. PNHB was the winner 12 SEP Reporting of Annual Report for Integrated Reporting PNSB’s ICC Tag Team at the ACCA Malaysia in an Annual Report was awarded the Excellent Sustainability Reporting for ACCA Malaysia Award at the International Awards (“MaSRA”) 2011. Sustainability Reporting Convention on Quality Awards (MaSRA) 2010. Creative Circle 2011 Award. 13 OCT PNSB was awarded the “11th Malaysia HR Awards 2011 Employer of Choice – Silver Award”.

Puncak Niaga Holdings Berhad Annual Report 2012 30

PuncakPuncak NNewsews

AnnualAnnual RReporteport 20201212 P Puncakuncak NiNiagaaga HHoldingsoldings BBerhaderhad 3131

PuncakPuncak NNewsews

PuncakPuncak NiNiagaaga HHoldingsoldings BBerhaderhad A Annualnnual RReporteport 20201212 32

Corporate Achievements

MINI INNOVATIVE & CREATIVE CIRCLE (ICC) MINI INNOVATIVE & CREATIVE CIRCLE (ICC) CONVENTION 2012 CONVENTION 2012 Malaysian Productivity Corporation: Malaysian Productivity Corporation: Gold Award Gold Award awarded to PNSB’s ICC Sepakat Team awarded to PNSB’s ICC AL-QEMI Team on 8 May 2012 on 8 May 2012

MINI INNOVATIVE & CREATIVE CIRCLE (ICC) MINI INNOVATIVE & CREATIVE CIRCLE (ICC) CONVENTION 2012 CONVENTION 2012 Malaysian Productivity Corporation: Malaysian Productivity Corporation: Gold Award Silver Award awarded to PNSB’s ICC U’Suker Team awarded to PNSB’s ICC 1 Wangsa Team on 8 May 2012 on 8 May 2012

MINI INNOVATIVE & CREATIVE CIRCLE (ICC) MINI INNOVATIVE & CREATIVE CIRCLE (ICC) CONVENTION 2012 CONVENTION 2012 Malaysian Productivity Corporation: Malaysian Productivity Corporation: Gold Award Silver Award awarded to PNSB’s ICC Smart Response Team awarded to PNSB’s ICC OMIT Team on 8 May 2012 on 8 May 2012

Anugerah Industri Sukan Negara 2012 – Promosi Gaya Hidup Sihat Melalui Sukan awarded to SYABAS on 6 May 2012

NATIONAL INNOVATIVE & CREATIVE NATIONAL INNOVATIVE & CREATIVE NATIONAL INNOVATIVE & CREATIVE CIRCLE (ICC) CONVENTION 2012 CIRCLE (ICC) CONVENTION 2012 CIRCLE (ICC) CONVENTION 2012 Malaysian Productivity Corporation: Malaysian Productivity Corporation: Malaysian Productivity Corporation: 3-Star Gold Award 3-Star Gold Award 2-Star Gold Award awarded to PNSB’s ICC R.O.T II Team awarded to PNSB’s ICC TAG Team awarded to PNSB’s ICC AL-QEMI Team on 15 – 17 October 2012 on 15 – 17 October 2012 on 15 – 17 October 2012

NATIONAL INNOVATIVE & CREATIVE NATIONAL INNOVATIVE & CREATIVE NATIONAL INNOVATIVE & CREATIVE CIRCLE (ICC) CONVENTION 2012 CIRCLE (ICC) CONVENTION 2012 CIRCLE (ICC) CONVENTION 2012 Malaysian Productivity Corporation: Malaysian Productivity Corporation: Malaysian Productivity Corporation: 3-Star Gold Award 2-Star Gold Award 2-Star Gold Award awarded to PNSB’s ICC U’Suker Team awarded to PNSB’s ICC Smart Response awarded to PNSB’s ICC Tenaga Tengah on 15 – 17 October 2012 Team on 15 – 17 October 2012 Team on 15 – 17 October 2012

Annual Report 2012 Puncak Niaga Holdings Berhad 33

Corporate Achievements

INTERNATIONAL MALAYSIANMALAYSIANIIAAN SOSOCIETYCIEETTYY FOR OOCOCCUPATIONALTIONANAALSL SSAFETYAFETYTY AND CONVENTION ON HEALTH (“MSOSH”) AWARD ON 6 JULY 2012: QUALITY CREATIVE MSOSH Gold (Class I) Award MSOSH Gold (Class II) Award CIRCLE 2012 - SSP2 WTP - Sg Dusun WTP 3-Star Gold - Wangsa Maju WTP - Ampang Intake WTP awarded to PNSB’s - Bukit Tampoi WTP ICC AIM Team on - Sg Batu WTP 16 October 2012 - Kalumpang WTP - Sg Selisek WTP

REGIONALL INNINNOVATIVEOVATIVVE & CRCREATIVEEATTIVE REGIONALREGIONAAL INNOVATINNOVATIVETIVE& & CRCREATIVEEAATIVE REGIONALREGIONNAL INNOVAINNOVATIVEATIVE & CRCREATIVEEATIVE CIRCLE (ICC) CONVENTION 2012 CIRCLE (ICC) CONVENTION 2012 CIRCLE (ICC) CONVENTION 2012 Malaysian Productivity Corporation: Malaysian Productivity Corporation: Malaysian Productivity Corporation: Gold Award Gold Award Gold Award awarded to PNSB’s ICC AIM Team awarded to PNSB’s ICC Smart Response awarded to PNSB’s ICC QI Team on 26 – 27 June 2012 Team on 26 – 27 June 2012 on 26 – 27 June 2012

REGIONAL INNOVATIVE & CREATIVE REGIONAL INNOVATIVE & CREATIVE REGIONAL INNOVATIVE & CREATIVE CIRCLE (ICC) CONVENTION 2012 CIRCLE (ICC) CONVENTION 2012 CIRCLE (ICC) CONVENTION 2012 Malaysian Productivity Corporation: Malaysian Productivity Corporation: Malaysian Productivity Corporation: Gold Award Gold Award Silver Award awarded to PNSB’s ICC R.O.T II Team awarded to PNSB’s ICC AL-QEMI Team awarded to PNSB’s ICC Sepakat Team on 18 – 19 July 2012 on 26 – 27 June 2012 on 17 – 18 July 2012

REGIONAL INNOVATIVE & CREATIVE REGIONAL INNOVATIVE & CREATIVE REGIONAL INNOVATIVE & CREATIVE CIRCLE (ICC) CONVENTION 2012 CIRCLE (ICC) CONVENTION 2012 CIRCLE (ICC) CONVENTION 2012 Malaysian Productivity Corporation: Malaysian Productivity Corporation: Malaysian Productivity Corporation: Gold Award Gold Award Silver Award awarded to PNSB’s ICC U’Suker Team awarded to PNSB’s ICC Tenaga Tengah awarded to PNSB’s ICC HR Crew Team on 18 – 19 July 2012 Team on 4 – 5 July 2012 on 17 – 18 July 2012

REGIONAL INNOVATIVE & CREATIVE REGIONAL INNOVATIVE & CREATIVE REGIONAL INNOVATIVE & CREATIVE CIRCLE (ICC) CONVENTION 2012 CIRCLE (ICC) CONVENTION 2012 CIRCLE (ICC) CONVENTION 2012 Malaysian Productivity Corporation: Malaysian Productivity Corporation: Malaysian Productivity Corporation: Gold Award Gold Award Silver Award awarded to PNSB’s ICC TAG Team awarded to PNSB’s ICC 3EQ Team awarded to PNSB’s ICC D’Kristal Team on 17 – 18 July 2012 on 4 – 5 July 2012 on 26 – 27 June 2012

Puncak Niaga Holdings Berhad Annual Report 2012 34

Corporate IKM Laboratory Excellence Award Achievements awarded to PNSB’s Central Laboratory/ SSP2 WTP Laboratory on 30 November 2012

NATIONAL COUNCIL OF OCCUPATIONAL SAFETY & HEALTH AWARD Gold Trophy Award under water utility sector 12th Malaysia HR Awards 2012 awarded to Sg Langat Employer of Choice – Bronze Award WTP on 30 October 2012 awarded to PNSB on 11 October 2012

FedFederationerattion of Public Listed Companies Berhad (“FPLC”) – Top 10 Companies Highest Sponsorship Recognition Award Socrates 2010/2011 - International Award CSR in Sport Activities awarded to PNHB awarded to PNHB on 27 October 2012 on 19 June 2012

MALAYSIAN SOCIETY FOR OCCUPATIONAL SAFETY AND HEALTH (“MSOSH”) AWARD ON 6 JULY 2012:

MSOSH OSH Gold (Class I) Award - SYABAS Kuala Lumpur District - SYABAS - SYABAS - SYABAS FPLC Recognition - SYABAS Award – Top 10 st The 1 Malaysia - SYABAS Companies Most Active Achievement Awards 2012 - SYABAS in Professional Special Individual Development Participation Achievement Category MSOSH OSH Gold (Class II) Award in Seminars and awarded to YBhg Tan Sri - SYABAS Conferences by FPLC Rozali Ismail on - SYABAS awarded to PNHB on 23 February 2012 - SYABAS 19 June 2012

Annual Report 2012 Puncak Niaga Holdings Berhad 35

Corporate INVESTMENT HOLDING Structure

100% 100% PUNCAK NIAGA (M) SDN BHD PUNCAK OIL & GAS SDN BHD operation, maintenance, management, construction, offshore logistics service provider and rehabilitation and refurbishment of water treatment facilities marine management

100% 100% 100% 100% IDEAL WATER UNGGUL RAYA (M) SDN BHD GOM RESOURCES KGL LTD. RESOURCES SDN BHD ceased operation SDN BHD offshore leasing of ceased operation offshore installation contractor vessels on bareboat basis for integrated transportation & installation of offshore facilities 70% SYARIKAT BEKALAN AIR SELANGOR SDN BHD 100% supply & distribution of treated water within Selangor GOM RESOURCES LIMITED and the Federal Territories of Kuala Lumpur & Putrajaya dormant

100% 100% PERBADANAN URUS AIR SELANGOR BERHAD PUNCAK RESEARCH CENTRE SDN BHD ceased operation research & development and technology development for water, wastewater and environment sectors

100% 100% PUNCAK NIAGA OVERSEAS CAPITAL PTE LTD PUNCAK SERI (M) SDN BHD investment in water, wastewater, solid waste, dormant environmental and oil & gas in Asian countries

100% PUNCAK NIAGA (INDIA) SDN BHD 98.65% dormant SINO WATER PTE LTD investment in water and wastewater projects in China 100% NS WATER SYSTEM SDN BHD 100% 100% 80% dormant SINO WATER XINNUO WATER HEBEI SINO ENVIRONMENTAL (BINZHOU) PANLONG CONSULTANCY CO LTD INDUSTRIAL 100% (SHANGHAI) treatment of WATER SUPPLY PUNCAK NIAGA INFRASTRUCTURES & CO LTD wastewater and CO LTD PROJECTS PRIVATE LIMITED consultancy related services distribution carry out activities of infrastructures, services for water of water to constructions and other projects in India and wastewater industrial areas projects

91.94% 83.99% ASSOCIATE COMPANY LUWEI LUANCHENG 50% (PINGDINGSHAN) DAYU WATER PURNAMA PERSADA SDN BHD WATER CO LTD SUPPLY CO LTD dormant treatment and treatment and distribution of distribution of water and water and ASSOCIATE COMPANY related services related services 40% OASIS WATER RESOURCES SDN BHD dormant

Puncak Niaga Holdings Berhad Annual Report 2012 36

Organisation Structure - BOARD OF DIRECTORS

EXECUTIVE CHAIRMAN PNSB YBhg Tan Sri Rozali Ismail

SPECIAL FUNCTIONS DIV

EXECUTIVE DIRECTOR YBhg Datuk Mohd Yunus Mohd Amin

MANAGING DIRECTOR YBhg Dato’ Syed Danial Syed Ariffin

CORPORATE BUSINESS HUMAN RESOURCES & FINANCE DIV FINANCE DIV DEVELOPMENT DIV ADMINISTRATION DIV

EXECUTIVE DIRECTOR EXECUTIVE DIRECTOR EXECUTIVE DIRECTOR EXECUTIVE DIRECTOR Madam Wong Ley Chan Mr Ng Wah Tar YBhg Dato’ Nasir Puan Faridatulzakiah Khan Illadad Khan Mohd Bakhry

GENERAL MANAGER Vacant

CONTRACT & FINANCE & CORPORATE BUSINESS MANPOWER PROTECTIVE PROCUREMENT ACCOUNTS FINANCE DEPT DEVELOPMENT PLANNING & SERVICES DEPT DEPT ASSISTANT DEPT RECRUITMENT DEPT SENIOR (TREASURY, GENERAL ASSISTANT DEPT GENERAL GENERAL AR & AP) MANAGER GENERAL SENIOR MANAGER MANAGER ASSISTANT Mr Nicholas MANAGER MANAGER Vacant Puan Hafizah Ahmat GENERAL Chew Keng Meng Encik Helmi Puan Aida Yuhana MANAGER Faisal Fuad Zainul Ariff PROPERTY Encik Mohammad INFORMATION MANAGEMENT Shahree Shamsuddin TECHNOLOGY INDUSTRIAL DEPT DEPT RELATIONS SENIOR GENERAL FINANCE & DEPT MANAGER MANAGER ACCOUNTS SENIOR Vacant Encik Azlan Shah DEPT MANAGER Tan Sri Rozali (FINANCIAL Vacant ADMINISTRATION ACCOUNTING) DEPT ASSISTANT FOOD & HUMAN CAPITAL SENIOR GENERAL BEVERAGE DEPT DEVELOPMENT MANAGER MANAGER SENIOR DEPT Vacant Madam Winnie MANAGER SENIOR Chia Li Koon Encik Hamzah MANAGER Awang Kechik Vacant COMPENSATION INSURANCE & BENEFITS DEPT DEPT SENIOR ASSISTANT MANAGER GENERAL Encik Shahrin MANAGER Abd Karim Encik Hairulizam Muhamad Kastawi

Annual Report 2012 Puncak Niaga Holdings Berhad 37

Note: Organisation and DIV denote Division Structure - and DEPT denote Department/Centre PNSB and SECT denote Section denotes WTP Operation denotes Region

CHIEF OPERATING OFFICER Ir Tan Hui Kuan

STRATEGIC ENGINEERING/ CORPORATE RESOURCE & PUBLIC OPERATION & PROJECT SERVICES DIV RELATIONS DIV MAINTENANCE DIV DEVELOPMENT DIV

EXECUTIVE DIRECTOR EXECUTIVE DIRECTOR EXECUTIVE DIRECTOR EXECUTIVE DIRECTOR Madam Tan Bee Lian YBhg Datuk Dr Tuan Haji Abd Rashid Ir Ausamah Darwish Muzahet Masruri Abd Satar Mohd Daud

INTERNAL PUBLIC HEALTH, SAFETY, OPERATION & RESEARCH & LOCAL AUDIT RELATIONS ENVIRONMENTAL MAINTENANCE DEVELOPMENT PROJECT DEPT DEPT DEPT & QUALITY DEPT (R&D) CENTRE GENERAL SENIOR SENIOR MANAGEMENT DEPT ASSISTANT MANAGER MANAGER GENERAL GENERAL GENERAL GENERAL Encik Aminuddin Tuan Syed Badli MANAGER MANAGER MANAGER MANAGER Ismail Shah Syed Mansoor Tuan Haji Vacant Encik Johari Pawanchik Tuan Haji Hussin Sonari Solor Masrin INTERNATIONAL STRATEGIC PROJECT DEPT SECRETARIAL RESOURCE HEALTH, SAFETY, GENERAL DEPT CENTRE QUALITY & MANAGER GENERAL ASSISTANT MANAGEMENT TECHNICAL WTP Ir Yong Onn Fatt MANAGER GENERAL SECT SUPPORT OPERATION Madam Jenny MANAGER MANAGER SECT SARAWAK OFFICE Lim Yew Heang Puan Raja Rozaila Vacant SENIOR NORTHERN SENIOR Raja Azman MANAGER REGION PROJECT WATER QUALITY Vacant & SSP II LEGAL DEPT MANAGER & RESEARCH ASSISTANT GENERAL Mr Chai Ming Lu SECT PROCUREMENT GENERAL MANAGER SENIOR SECT MANAGER Madam Christina MANAGER MANAGER Ir Abdul Lee Chin Kee Madam Teh Yeok Sien Vacant Samad Sulaiman

DAM SECT CENTRAL MANAGER REGION Encik Jaffry Rabu SENIOR MANAGER Encik Ismail Hassan

SOUTHERN REGION SENIOR MANAGER Encik Zairi Zainuddin

Puncak Niaga Holdings Berhad Annual Report 2012 38

Organisation BOARD OF DIRECTORS

Structure - EXECUTIVE CHAIRMAN SYABAS YBhg Tan Sri Rozali Ismail CHIEF EXECUTIVE OFFICER YBhg Dato’ Ruslan Hassan SPECIAL TASK DEPT SPECIAL ASSISTANT TO EXECUTIVE CHAIRMAN / EXECUTIVE DIRECTOR SPECIAL TASK DEPARTMENT & ENTREPRENEUR PARTICIPATION & DEVELOPMENT Encik Mohamad Isa Mohd Yassin

INTERNAL AUDIT DEPT SENIOR GENERAL MANAGER Cik Hayati Ab Wahab

SECRETARIAL DEPT ASSISTANT GENERAL MANAGER Madam Lau Pueh Geok

HUMAN RESOURCE & CORPORATE AFFAIRS DIV FINANCE DIV ADMINISTRATION DIV

EXECUTIVE DIRECTOR EXECUTIVE DIRECTOR EXECUTIVE DIRECTOR Encik Abdul Halem Mat Som Madam Karen Chan Yit Hwa Tuan Haji Zainuddin Othman

DISTRICT LEGAL & CONTRACT & CORPORATE FINANCE & HUMAN RESOURCE DEPT ENFORCEMENT PROCUREMENT COMMUNICATIONS & ACCOUNTS DEPT DEPT ASSISTANT DEPT DEPT PUBLIC AFFAIRS DEPT GENERAL MANAGER GENERAL MANAGER GENERAL MANAGER GENERAL MANAGER GENERAL MANAGER ASSISTANT Ms Lee Chin Shin Encik Abd Latif Ismail Encik Mat Saman Encik Armiy Rais Encik Wan Abd Aziz GENERAL MANAGER Mat Soom Ahmad Sharifuddin Wan Muda Ms Priscilla Alfred BILLING & ADMINISTRATION RECOVERY DEPT DEPT CUSTOMER SERVICE GENERAL MANAGER GENERAL MANAGER DEPT Encik Shahruddin Encik Taufik GENERAL MANAGER Ab Rahman Afendy Othman Encik Mohd Yaman Mohd Zin SECURITY DEPT ASSISTANT GENERAL MANAGER Encik Ismail Hj Ibrahim

HEAD OF DISTRICT SECRETARY OF WORKS

NORTHERN REGION CENTRAL REGION SOUTHERN REGION NORTHERN REGION CENTRAL REGION SOUTHERN REGION

SABAK BERNAM PETALING KUALA LANGAT SABAK BERNAM PETALING KUALA LANGAT ASSISTANT GENERAL MANAGER ASSISTANT Encik Zairul Fahmie Encik Yusran Yusof Encik Hafizulamin Yahya GENERAL MANAGER Encik Ahmad GENERAL MANAGER Mohd Tarmiji (Acting) Puan Roslina Ab Lazid Suhaidin Ismail Encik Surani Naim (Acting) KUALA LUMPUR Encik Ahmad Sharul Ishak HULU LANGAT KUALA SELANGOR KUALA LUMPUR HULU LANGAT KUALA SELANGOR (Acting) Encik Muhammad ASSISTANT GENERAL MANAGER ASSISTANT Encik Ezarif Hasnol Basri Lokhman Che GENERAL MANAGER Mr Kelvin Siew Weng Hoe GENERAL MANAGER (Acting) Ab Rahman Encik Kamarul Encik Abdul Halim Ishak (Acting) Bahrain Ahmad HULU SELANGOR KLANG Encik Muhammad Za’im KLANG HULU SELANGOR SENIOR MANAGER Zaki Che Mohd Nasir Encik Syamsul SENIOR MANAGER Encik Khairul (Acting) Kamal Tajudin Encik Ahmad Anuwar Ismail Fuad Zainudin GOMBAK SEPANG SEPANG Puan Sharifah Fairus Encik Ezrul Azzim Wahid GOMBAK MANAGER Syed Jaafar SENIOR MANAGER Ir Wan Amzari Encik Mohamad Zahir Abdul Halim Mohamad Hasan

Annual Report 2012 Puncak Niaga Holdings Berhad 39

Note: Organisation and DIV denote Division Structure - and DEPT denote Department SYABAS and SECT denote Section denotes Head of District denotes Secretary of Works denotes Region denotes District

CHIEF OPERATING OFFICER (COO) YBhg Dato’ Ir Lee Miang Koi

TECHNICAL WATER QUALITY, ASSET & PROJECT & DEVELOPMENT DIV STRATEGIC RESOURCES DIV OPERATION DIV PLANNING DIV NON REVENUE WATER DIV

EXECUTIVE DIRECTOR EXECUTIVE DIRECTOR EXECUTIVE DIRECTOR EXECUTIVE DIRECTOR EXECUTIVE DIRECTOR Ir V Subramaniam Puan Roowina Merican Tuan Haji Yusof Saroji Tuan Haji Sanusi Sulieman Encik Yusof Badawi A Rahim Merican

TECHNICAL WATER QUALITY & OPERATION & NETWORK & NON REVENUE WATER DEVELOPMENT ASSET DEPT MAINTENANCE DEPT INSTRUMENTATION (NRW) DEPT DEPT ASSISTANT ASSISTANT DEPT GENERAL MANAGER ASSISTANT GENERAL MANAGER GENERAL MANAGER ASSISTANT Tuan Haji Ariff Ibrahim GENERAL MANAGER Vacant Tuan Haji Mohd GENERAL MANAGER Vacant Yunus Othman Encik Mohamad PROJECT ASSET SECT Khatta Daem MANAGEMENT DEPT ASSISTANT MECHANICAL & GENERAL MANAGER GENERAL ELECTRICAL DEPT PLANNING AND Ir Ahmad Marzuki Hashim MANAGER ASSISTANT DESIGN DEPT Encik Muhamad GENERAL MANAGER GENERAL MANAGER CONTRACT Zuki Mat Zin Encik Mohd Yusri Mr Khor Tse Tong ADMINISTRATION DEPT Abu Samah SENIOR MANAGER WATER QUALITY INFORMATION & Puan Rohaniah Mohd Danan SURVEILLANCE COMMUNICATION SECT TECHNOLOGY DEPT SENIOR SENIOR MANAGER GENERAL MANAGER Encik Roskhamdi Tuan Haji Mohd Kamaluddin Suhaimi Rafie

STRATEGIC DEVELOPMENT DEPT RESOURCES DEPT GENERAL MANAGER ASSISTANT Puan Rosmizah Ahmad GENERAL MANAGER Vacant

Puncak Niaga Holdings Berhad Annual Report 2012 40

PUNCAK OIL & GAS SDN BHD Organisation (727671-P) Structure - POG BOARD OF DIRECTORS

EXECUTIVE CHAIRMAN YBhg Tan Sri Rozali Ismail

PRESIDENT Encik Mohamed Sabri Mohamed Zain

TENDER & FINANCE & CONTRACT DIV ACCOUNTS DIV VICE PRESIDENT SENIOR MANAGER Ir Nasir Ismail Encik Huzaimi Mohd Idoris

MARINES CORPORATE SERVICES DEPT HEALTH, SAFETY & VICE PRESIDENT ENVIRONMENT DEPT Puan Halizah Kamarudin SENIOR MANAGER Encik Engku Hasan Wardi

Note:

and DIV denote Division and DEPT denote Department

Annual Report 2012 Puncak Niaga Holdings Berhad 41

(205375-V) Organisation Structure - BOARD OF DIRECTORS GOM Resources CHAIRMAN YBhg Tan Sri Dato’ Sri Dr Wan Abdul Aziz Wan Abdullah

EXECUTIVE VICE CHAIRMAN YBhg Tan Sri Rozali Ismail

PRESIDENT Encik Mohamed Sabri Mohamed Zain

INTERNAL CORPORATE QUALITY, HEALTH, AUDIT DEPT SAFETY & ENVIRONMENT DEPT SENIOR MANAGER Encik Itan AK Panyin

HUMAN RESOURCE & CORPORATE & ADMINISTRATION DIV/ BUSINESS EXPLORATION & INFORMATION TENDER & FINANCE & DEVELOPMENT DIV PRODUCTION DIV TECHNOLOGY DIV OPERATIONS DIV CONTRACT DIV ACCOUNTS DIV SENIOR VICE VICE SENIOR VICE VICE VICE PRESIDENT PRESIDENT PRESIDENT VICE PRESIDENT PRESIDENT PRESIDENT YBhg Dato’ Tuan Haji Abu YBhg Dato’ Mat Encik Angat Ir Nasir Ismail Madam Yan Hashim Mahfar Samad Nordin Hairi Ismail Anum Lingoh Siew Ching

BUSINESS SECRETARIAL LEGAL DEVELOPMENT DEPT DEPT DEPT VICE PRESIDENT ASSISTANT ASSISTANT Encik Jamel Salleh VICE PRESIDENT VICE PRESIDENT Madam Chang Puan Haslinda Siew Khim Abu Bakar STRATEGIC PLANNING DEPT ASSISTANT VICE PRESIDENT Encik Zohrab Zolkipli

SPECIAL Note: PROJECT DEPT VICE PRESIDENT and DIV denote Division Encik Azman Shabudin and DEPT denote Department

COMMERCIAL & RISK DEPT VICE PRESIDENT Encik Zameri Embong

Puncak Niaga Holdings Berhad Annual Report 2012

Teamwork is what spurs our people to attain extraordinary results 44

Board of Directors’ Profi le

YBHG TAN SRI YBHG TAN SRI ROZALI ISMAIL IS THE FOUNDER OF PUNCAK NIAGA (M) SDN BHD ROZALI ISMAIL (“PNSB”), THE EXECUTIVE CHAIRMAN OF PUNCAK NIAGA HOLDINGS BERHAD Aged 56 (“PNHB”) GROUP AND SUBSTANTIAL SHAREHOLDER OF PNHB. HE WAS APPOINTED Malaysian TO THE BOARD OF PNHB ON 24 APRIL 1997. Executive Chairman of PNHB Group A Bachelor of Laws Degree holder from the University of Malaya in 1981, YBhg Tan Sri Rozali began his career as Legal Advisor with the Urban Development Authority (UDA) before joining Bank Islam (M) Berhad in 1983. Together with a few pioneer bank staff, he conceptualised the fi rst institution of Islamic banking in Malaysia. Subsequently, in 1987, he started his own legal practice as an Advocate and Solicitor for seven years, specialising in corporate, property and banking works.

Annual Report 2012 Puncak Niaga Holdings Berhad In 1989, YBhg Tan Sri Rozali set up a family-owned company and embarked into the property 45 development sector, with involvement in several development projects in the , Kuantan and . Under the banner of Housing Sdn Bhd, he developed a new township known as Bandar Baru Puncak Alam. The family-owned company also ventured into the utility business in 1989 with the setting up of PNSB. Due to his vast experience in various fi elds, he was entrusted by the Selangor State Government, via PNSB, to manage Board of the water treatment plants for the whole of the State of Selangor Darul Ehsan and the Federal Directors’ Territory of Kuala Lumpur. PNHB was subsequently incorporated in January 1997 as the Profi le holding company of PNSB and was listed on the Main Board of Bursa Malaysia Securities Berhad (effective 3 August 2009 known as Main Market of Bursa Malaysia Securities Berhad) on 8 July 1997.

YBhg Tan Sri Rozali was conferred a Fellowship Award by the Institute of Marketing Malaysia (IMM) on 6 November 2001 for his invaluable contributions to promote the growth and development of the Malaysian property market. In recognition of his outstanding contributions in championing management excellence and best practices in the Malaysian water and wastewater industry, YBhg Tan Sri Rozali was awarded the prestigious Asia Water Management Excellence Award 2002 – Individual Award Category, an award at Asian level, by the Regional Institute of Environmental Technology on 26 March 2002. YBhg Tan Sri Rozali was a Top 10 Nominee for the Ernst & Young Entrepreneur Of The Year – Malaysia 2002 and Malaysia 2003 (Master Entrepreneur Category) Award in recognition of his outstanding entrepreneurship and leadership skills. He was conferred an Honorary Doctorate in Complementary Medicines (Humanity Services) by the Open International University for Complementary Medicines, Colombo, Sri Lanka on 24 September 2004. YBhg Tan Sri Rozali was conferred the Jaksa Pendamai (“JP”) award in conjunction with the 72nd birthday of the Yang di-Pertua Negeri Melaka on 9 October 2010.

On 30 November 2007, YBhg Tan Sri Rozali was bestowed the SME Platinum Award 2007 by the SMI Association of Malaysia for his outstanding entrepreneurship, leadership and achievements in the water industry. This award signals the SMI Association of Malaysia’s recognition of YBhg Tan Sri Rozali as a role model for budding entrepreneurs, especially in view of his rapid rise from a small and medium business entrepreneur to becoming a Chief Executive Offi cer of a large listed company. On 16 January 2009, YBhg Tan Sri Rozali received the title of Kolonel Kehormat “60 Rejimen Pakar Pengendalian Air (AW)”. In recognition of his excellent services performed with utmost dedication towards the betterment of the community, YBhg Tan Sri Rozali was the proud recipient of the Vocational Excellence Service Award 2009, conferred by the Paul Harris Fellow Award and inducted as an Honorary Rotarian by the Rotary Club of Kuala Lumpur West on 6 November 2009. On 16 June 2010, YBhg Tan Sri Rozali received the Anugerah Perdana (Kepimpinan), a Premier Award for Leadership at the ‘Anugerah Usahawan Bumiputera 2010’ organised by Gagasan Badan Ekonomi Melayu (“GABEM”). On 20 June 2010, YBhg Tan Sri Rozali was honoured with the Top Achiever Of The Year 2009 Award at the Fourth Business Of The Year Award organised by the SMI and SME Worldwide Network. On 28 June 2011, YBhg Tan Sri Rozali was honoured with Technology CEO of the Year-Global Award by World Finance Magazine under the World Finance Technology Awards 2011 in recognition of his contributions towards the water sector in Malaysia and the region over the past 15 years and commitment to continuously innovate and improve lives in the process. YBhg Tan Sri Rozali received the title “Brigedier Jeneral (Kehormat) Pakar Pengendalian Air-Ke-60 RAJD (AW)” on 4 July 2011. On 20 July 2011, YBhg Tan Sri Rozali received the prestigious Entrepreneur of the Year 2011 Award at the Asia Pacifi c Entrepreneurship Awards 2011. On 28 July 2011, YBhg Tan Sri Rozali was awarded the Masterclass Leader Award at the International Standard Quality (“ISQ”) Award 2011. On 9 January 2012, he was recognized as International Distinguished Entrepreneur Of The Year for the Asia Pacifi c International Brands Summit (Malaysia) 2011 by the Asia Entrepreneur Alliance. On 23 February 2012, YBhg Tan Sri Rozali was awarded the Special Individual Achievement Category at the 1st Malaysia Achievement Awards 2012.

Puncak Niaga Holdings Berhad Annual Report 2012 46 YBhg Tan Sri Rozali is a member of various infl uential governmental and non-governmental associations such as Malaysian Industry-Government Group for High Technology (“MIGHT”), Malaysian Institute of Directors (“MID”), Malaysian-British Business Council, Malaysia-Indonesia Business Council, Corporate Malaysia Roundtable, Malaysia-Russia Business Council, Malaysia India Business Council (MIBC), Commonwealth Partnership Board of for Technology Management, FELDA Community Social Development Committee, Yayasan Directors’ Budi Penyayang Malaysia, Malaysian Institute of Management (MIM) and a Trustee of Profi le Perdana Leadership Foundation and Sekretariat Malaysia Prihatin. He is the Advisor to IMM, President of the Malay Chamber of Commerce for the State of Selangor, Pro-Chancellor of the Universiti Putra Malaysia (July 2007 – June 2015), Governor for Malaysia of Asia Pacifi c Marketing Federation (“APMF”) Foundation, Advisor of “Gabungan Persatuan Usahawan Melayu Selangor/Wilayah Persekutuan” (GAPUMS) and Advisor of “Persatuan Bola Sepak Melayu Malaysia” (“PBSMM”). He is also the Chairman of Gabungan Wawasan Generasi Felda Berhad and Chairman of Majlis Perundingan Ekonomi Melayu (“MAPEM”).

YBhg Tan Sri Rozali was the past Deputy President of the Malaysian Water Association (MWA) (2003/2005 Session), former Board Member of the Universiti Utara Malaysia (2004-2006), and past Advisor of the Business and Accounting Faculty Council, the University of Malaya (21 May 2004 to 20 April 2007), former Trustee of Yayasan WAQAF Malaysia (YWM) (January 2008 – December 2009) and former President of the Water Association of Selangor, Kuala Lumpur and Putrajaya (SWAn) (2006 – 2013), a non-profi t organisation which represents the common interest of all water supply and wastewater industries within the States of Selangor, and the Federal Territories of Kuala Lumpur and Putrajaya with the aim of promoting interaction with the general public, and enhancing their understanding of water resources.

YBhg Tan Sri Rozali is the major shareholder of one (1) listed company, namely TRIplc Berhad, a property company.

YBhg Tan Sri Rozali attended 4 out of the 5 Board Meetings of PNHB held in the fi nancial year ended 31 December 2012.

Annual Report 2012 Puncak Niaga Holdings Berhad 47

Board of Directors’ Profi le

YBhg Dato’ Ruslan Hassan joined Puncak Niaga (M) Sdn Bhd (“PNSB”) on 1 November 1995 YBHG DATO’ as the Executive Director of Corporate and Legal Affairs Division. When Puncak Niaga Holdings RUSLAN BIN HASSAN Berhad (“PNHB”) was set-up and listed on Bursa Malaysia Securities Berhad, YBhg Dato’ Aged 57 Ruslan was appointed to its Board on 24 April 1997 and on 6 April 1999, he was appointed Malaysian as the Executive Vice Chairman. Together with the Executive Chairman YBhg Tan Sri Rozali Non-Independent Ismail, YBhg Dato’ Ruslan played a principle role in pursuing for the privatization rights for the Non-Executive distribution of treated water in Selangor. Upon PNHB securing the water distribution concession Director of PNHB and for the State of Selangor and the Federal Territories of Kuala Lumpur and Putrajaya on Chief Executive Offi cer 1 January 2005, YBhg Dato’ Ruslan was appointed as the fi rst Chief Executive Offi cer (“CEO”) of SYABAS of Syarikat Bekalan Air Selangor Sdn Bhd (“SYABAS”) and sits on the Boards of SYABAS and Perbadanan Urus Air Selangor Berhad. With his appointment as the CEO and Director of SYABAS, YBhg Dato’ Ruslan was re-designated from Executive Vice Chairman of PNHB to Non-Independent Non-Executive Director of PNHB with effect from 1 October 2005.

YBhg Dato’ Ruslan is a member of the Industrial Court Employer Panel from 1 January 2004 till present. He is also a member of the Malaysian Institute of Directors (“MID”), Malaysian Water Association (“MWA”), Institute of Marketing Malaysia (“IMM”) and International Water Association (“IWA”).

Upon obtaining a Bachelor of Laws Degree from the University of Malaya in 1981, YBhg Dato’ Ruslan began his career as the Legal Advisor with the multinational petroleum company, Esso Malaysia Bhd, and later as the Senior Legal Counsel of ESSO Production Malaysia Inc. In 1985, he joined Sime Darby Group and was appointed as the Group Legal Advisor and Company Secretary of Pernas Sime Darby Holdings Sdn Bhd, with interests in automobile, plantation and heavy machinery. YBhg Dato’ Ruslan has 4 years’ experience as an Advocate and Solicitor in the capacity of a partner in a medium-sized legal fi rm. In 1993, he joined the securities and banking group of Rashid Hussain Berhad as the Senior General Manager of the Corporate Affairs Division and was later appointed as an Executive Committee Member of the RHB Group. He was also appointed to the Boards of Rashid Hussain Berhad, Rashid Hussain Securities Sdn Bhd as well as various subsidiaries of RHB and served as an Audit Committee member of both companies.

YBhg Dato’ Ruslan attended 5 out of the 5 Board Meetings of PNHB held in the fi nancial year ended 31 December 2012. Puncak Niaga Holdings Berhad Annual Report 2012 48

Board of Directors’ Profi le

YBHG DATO’ YBhg Dato’ Ir Lee Miang Koi joined Puncak Niaga (M) Sdn Bhd (“PNSB”) in 1995 as General IR LEE MIANG KOI Manager, Business Development. He was subsequently appointed as a Director of PNSB Aged 59 and Puncak Niaga Holdings Berhad (“PNHB”) on 2 February 1999 and 1 September 1999, Malaysian respectively. On 1 January 2005, he was appointed as the Chief Operating Offi cer of Syarikat Non-Independent Bekalan Air Selangor Sdn Bhd (“SYABAS”). YBhg Dato’ Ir Lee resigned as a Director of PNSB Non-Executive on 30 September 2005 and was re-designated from Executive Director, Project and Business Director of PNHB and Development Division of PNHB to Non-Independent Non-Executive Director of PNHB with Chief Operating effect from 1 October 2005. He is a member of the Malaysian Water Association (“MWA”), Offi cer of SYABAS the Malaysian Institute of Directors (“MID”) and the Institute of Marketing Malaysia (“IMM”).

YBhg Dato’ Ir Lee graduated as a civil engineer from the Universiti Teknologi Malaysia in 1978 and in 1989, he obtained a Masters Degree in Environmental Engineering majoring in water supply and wastewater engineering from the Asian Institute of Technology in Bangkok. YBhg Dato’ Ir Lee has 35 years of experience in the water supply sector and has held various positions during his tenure with the Public Works Department as well as the state Waterworks Department in Malaysia, specialising in the various aspects of water supply services. He was previously a Director of the Waterworks Department. He left the Public Works Department in 1991 to join Ranhill Bersekutu Sdn Bhd, holding various positions from Senior Engineer to Vice President in the Water Supply Division.

YBhg Dato’ Ir Lee attended 5 out of the 5 Board Meetings of PNHB held in the fi nancial year ended 31 December 2012.

Annual Report 2012 Puncak Niaga Holdings Berhad 49

Board of Directors’ Profi le

YBhg Dato’ Syed Danial Syed Ariffi n graduated in 1981 with a BSc (Hons) Degree in Civil YBHG DATO’ Engineering from the University of Aston in Birmingham, United Kingdom. He is a civil SYED DANIAL BIN engineer by profession and has been with Puncak Niaga Holdings Berhad (“PNHB”) Group SYED ARIFFIN since December 1995. He began his career with Puncak Niaga (M) Sdn Bhd (“PNSB”) as a Aged 55 Manager of Operation and was subsequently promoted to Senior Manager, Assistant General Malaysian Manager and General Manager of Operation. Prior to his appointments to the Boards of PNSB Chief Operating and PNHB on 1 March 2004, he was the Acting Executive Director of the Operation Division Offi cer of PNHB and from July 2003 to February 2004 and subsequently re-designated as Executive Director, Managing Director Operation I Division on 1 April 2005. On 16 November 2007, YBhg Dato’ Syed Danial was of PNSB appointed as the Chief Operating Offi cer of PNHB and PNSB. On 15 February 2012, YBhg Dato’ Syed Danial was appointed the Managing Director of PNSB and ceased to be the Chief Operating Offi cer of PNSB. He is also a Director of Syarikat Bekalan Air Selangor Sdn Bhd (“SYABAS”) since 3 September 2007. He was appointed as the Chairman of Sino Water Pte Ltd, PNHB’s 98.65% owned subsidiary in Singapore on 1 January 2010.

YBhg Dato’ Syed Danial previously worked with the Public Works Department for 10 years, holding positions from Project Engineer (1981-1983) to District Engineer for JKR (1983-1991) and the Selangor Water Works Department between 1991 to 1995, where he was the Senior Project Engineer overseeing the construction of the Sg Selangor Phase 1 Water Supply Project. YBhg Dato’ Syed Danial is a member of the Institute of Marketing Malaysia, Malaysian Water Association, a Registered Engineer with the Board of Engineers Malaysia, a member of the Universiti Teknologi Mara’s Board of Academics, Faculty of Civil Engineering (October 2009 - March 2014 term), Advisor to the Institute For Infrastructure Engineering & Sustainable Management and he also sits on the Boards of several private companies. He is also a member of the Water Association of Selangor, Kuala Lumpur and Putrajaya (“SWAn”), a non-profi t organisation which represents the common interest of all water supply and wastewater industries within the State of Selangor, and the Federal Territories of Kuala Lumpur and Putrajaya with the aim of promoting interaction with the general public and enhancing their understanding of water resources. On 2 May 2012, YBhg Dato’ Syed Danial was appointed as a member of Universiti Putra Malaysia’s Committee of Program of Study, Faculty of Science.

YBhg Dato’ Syed Danial attended 5 out of the 5 Board Meetings of PNHB held in the fi nancial year ended 31 December 2012. Puncak Niaga Holdings Berhad Annual Report 2012 50

Board of Directors’ Profi le

YBHG TAN SRI DATO’ YBhg Tan Sri Dato’ Hari Narayanan Govindasamy, a businessman was appointed to the HARI NARAYANAN Board of Puncak Niaga Holdings Berhad (“PNHB”) on 1 July 1999 as an Independent A/L GOVINDASAMY Non-Executive Director. He is a member of PNHB’s Audit Committee, Remuneration Aged 63 Committee and Nomination Committee. He holds a Bachelor’s Degree in Electrical and Malaysian Electronics Engineering from the University of Northumbria, England. Independent Non-Executive YBhg Tan Sri Dato’ Hari Narayanan is a member of the Malaysian Institute of Directors and Director of PNHB a Registered Professional Engineer with the Board of Engineers Malaysia. He has extensive experience in the fi eld of electrical and electronic engineering and has held various key positions with some established companies as an engineer and entrepreneur.

YBhg Tan Sri Dato’ Hari Narayanan also sits on the Boards of Tenaga Nasional Berhad and SP Setia Berhad, both public listed companies and he is the Chairman of IEV Holdings Limited, Singapore. He also holds directorships in several other private limited companies.

YBhg Tan Sri Dato’ Hari Narayanan attended 3 out of the 5 Board Meetings of PNHB held in the fi nancial year ended 31 December 2012.

Annual Report 2012 Puncak Niaga Holdings Berhad 51

Board of Directors’ Profi le

YBhg Tan Sri Dato’ Seri Dr Ting Chew Peh joined Puncak Niaga Holdings Berhad (“PNHB”) on YBHG TAN SRI DATO’ SERI 15 July 2000 as an Independent Non-Executive Director and a member of the Remuneration DR TING CHEW PEH Committee and the Nomination Committee. Currently, he is the Chairman for both PNHB’s Aged 70 Audit Committee and Compliance, Internal Control and Risk Policy Committee. He graduated Malaysian with a Bachelor of Arts Degree from the University of Malaya in 1970 and obtained a Master Independent of Science Degree from the University of London in 1972. He also holds a Doctorate in Non-Executive Philosophy, which he obtained from the University of Warwick in 1976. YBhg Tan Sri Dato’ Director of PNHB Seri Dr Ting is a member of the Malaysian Institute of Directors.

YBhg Tan Sri Dato’ Seri Dr Ting started his career as a lecturer in the Faculty of Humanities and Social Sciences at the Universiti Kebangsaan Malaysia from 1974 to 1980 and was subsequently an Associate Professor at the Faculty until 1987. Between 1979 to 1986, YBhg Tan Sri Dato’ Seri Dr Ting published two books entitled “Konsep Asas Sosiologi” and “Hubungan Ras dan Etnik”.

In 1987, YBhg Tan Sri Dato’ Seri Dr Ting ventured into politics with his election as a Member of Parliament for the Gopeng constituency, which he held until the 2008 general elections. He previously served as Parliamentary Secretary of the Ministry of Health (1988-1989), Deputy Minister in the Prime Minister’s Department (1989-1990), Minister of Housing and Local Government (1990-1999) and Secretary-General of the Association (“MCA”) (1990-2005). He also sits on the Boards of Pan Malaysia Capital Berhad Group, Hua Yang Berhad, Johan Holdings Berhad, Huaren Education Foundation and also serves as a director of several private companies.

YBhg Tan Sri Dato’ Seri Dr Ting attended 5 out of the 5 Board Meetings of PNHB held in the fi nancial year ended 31 December 2012.

Puncak Niaga Holdings Berhad Annual Report 2012 52

Board of Directors’ Profi le

YAM TENGKU DATO’ YAM Tengku Dato’ Rahimah Almarhum Sultan Mahmud was appointed to the Board RAHIMAH BINTI of Puncak Niaga Holdings Berhad (“PNHB”) on 1 August 2006 as an Independent ALMARHUM Non-Executive Director. On 1 January 2007, she was re-designated as Non-Independent SULTAN MAHMUD Non-Executive Director of PNHB following her appointment as the Executive Director of Aged 47 Puncak Research Centre Sdn Bhd. She was a past Member of PNHB’s Audit Committee, Malaysian Remuneration Committee and Nomination Committee for the period from 1 August 2006 to Non-Independent 31 December 2006. On 26 February 2008, YAM Tengku Dato’ Rahimah was re-invited to sit Non-Executive on PNHB’s Audit Committee. Director Of PNHB YAM Tengku Dato’ Rahimah holds a BSc in Economics and Accountancy from the City of London University, England. She is a member of the Malaysian Institute of Accountants (“MIA”).

Upon completing her degree, YAM Tengku Dato’ Rahimah started her career with the Hongkong Bank in London, England and upon her return to Malaysia, she joined Esso Malaysia Berhad for 5 years.

YAM Tengku Dato’ Rahimah is currently the Chairman of Loh & Loh Corporation Bhd and a Director of Cosway (M) Sdn Bhd, a direct selling company dealing in consumer goods and services and a wholly owned subsidiary of Cosway Corporation Berhad. She also sits on the Board of a few private limited companies.

YAM Tengku Dato’ Rahimah attended 5 out of the 5 Board Meetings of PNHB held in the fi nancial year ended 31 December 2012.

Annual Report 2012 Puncak Niaga Holdings Berhad 53

Board of Directors’ Profi le

YBhg Tan Sri Dato’ Ahmad Fuzi Haji Abdul Razak was appointed to the Board of Puncak Niaga YBHG TAN SRI DATO’ Holdings Berhad (“PNHB”) on 6 October 2008 as an Independent Non-Executive Director. He AHMAD FUZI BIN HAJI is a member of PNHB’s Audit Committee and Chairman of PNHB’s Remuneration Committee ABDUL RAZAK and Nomination Committee. He holds a Bachelor of Arts Degree (Honours) from the University Aged 64 of Malaya (1972) and a Certifi cate in Diplomacy (Foreign Service Course) from the University of Malaysian Oxford (1974). In recognition of his service to the nation, he was awarded the AMN (1979), the JSM (1999), the DSPN (1999), the DMPN (2002) and the PSM (2003). Independent Non-Executive YBhg Tan Sri Dato’ Ahmad Fuzi Haji Abdul Razak was previously the Secretary General of the Director of PNHB Ministry of Foreign Affairs Malaysia. He joined the Malaysian Diplomatic and Administrative Service in 1972, and served in various capacities at the Ministry of Foreign Affairs, mainly in the Political Division, and at the Malaysian Missions abroad in Moscow, the Hague, Canberra, Washington and Dhaka. He also served as the Director General, Institute of Diplomacy and Foreign Relations.

YBhg Tan Sri Dato’ Ahmad Fuzi is currently the Secretary General of the World Islamic Economic Forum Foundation (WIEF); Member, Board of Trustees of MERCY, Malaysia and Perdana Global Peace Foundation (PGPF).

YBhg Tan Sri Dato’ Ahmad Fuzi is also Chairman of Amanahraya-REIT Managers Sdn Bhd, Seremban Engineering Berhad, Theatre Management Associates Sdn Bhd, Optima Capital Sdn Bhd and Ferro Mining Sdn Bhd; Non-Executive Chairman of Sofgen (Malaysia) Sdn Bhd and Xadacorp Sdn Bhd; Group Chairman of Ace Holdings Sdn Bhd; Independent Non-Executive Director of Maybank Islamic Berhad, Maybank Ventures Sdn Bhd (formerly known as Mayban Ventures Sdn Bhd) and Ranhill Energy And Resources Berhad; Non-Executive Director, MDIS (Malaysia) Sdn Bhd; Member, Board of Trustees of F3 Strategies Berhad; Advisor of Leisure Guide Publishing Sdn Bhd and Director of HDZ Petroleum Sdn Bhd, HDZ Oil Refi nery Sdn Bhd, ISAREIT Retail Properties Sdn Bhd, Weros Technology Sdn Bhd, NS Cattle Farm and Breeder Sdn Bhd.

YBhg Tan Sri Dato’ Ahmad Fuzi is also a Distinguished Fellow, Institute of Strategic and International Studies (ISIS); Distinguished Fellow, Institute of Diplomacy and Foreign Relations; Deputy Chairman, Malaysian Member Committee of the Council for Security Cooperation in the Asia Pacifi c (CSCAP Malaysia); Member, Institute of Advanced Islamic Studies (IAIS); Member, Advisory Board, Asia Pacifi c Entrepreneurship Award (APEA); Advisor, High School Bukit Mertajam Alumni Malaysia; and Honorary Advisor, Malaysia-Myanmar Chamber of Commerce.

YBhg Tan Sri Dato’ Ahmad Fuzi attended 5 out of the 5 Board Meetings of PNHB held in the fi nancial year ended 31 December 2012. Puncak Niaga Holdings Berhad Annual Report 2012 54

Board of Directors’ Profi le

MR NG WAH TAR Mr Ng Wah Tar was appointed to the Board of Puncak Niaga Holdings Berhad (“PNHB”) Aged 49 and Puncak Niaga (M) Sdn Bhd (“PNSB”) on 1 January 2010 as the Executive Director, Malaysian Finance Division and was re-designated to Executive Director, Corporate Finance Division on 1 January 2011. He was also appointed a Member of PNHB’s Remuneration Committee and Executive Director Corporate Finance the Compliance, Internal Control and Risk Policy Committee (“CICR”) and Syarikat Bekalan Division of PNHB Air Selangor Sdn Bhd’s (“SYABAS”) Audit Committee on 1 January 2010, respectively. and PNSB Mr Ng was appointed as the Audit Committee Chairman of SYABAS on 1 January 2013. He is a member of the Water Association of Selangor, Kuala Lumpur and Putrajaya (“SWAn”), a non-profi t organization which represents the common interest of all water supply and wastewater industries within the State of Selangor and the Federal Territories of Kuala Lumpur and Putrajaya with the aim to promoting interaction with the general public, and enhancing their understanding of the water resources. He is also a member of the Malaysian Water Association (“MWA”).

Mr Ng has more than 26 years of working experience in various areas covering auditing, accounting, fi nance and corporate fi nance. He commenced his articleship with an accounting fi rm in 1984 and is a member of MIA, MICPA and CPA Australia. He had previously worked with United Engineers (M) Berhad (“UEM”) from 1994 to 2000 overseeing the fi nance and accounting functions of UEM.

In February 2000, Mr Ng joined PNSB as General Manager, Finance & Accounts and was promoted to Senior General Manager, Finance & Accounts on 1 April 2006 and thereafter to Executive Director, Corporate Finance under the Executive Chairman’s Offi ce on 1 April 2007, respectively. He left PNSB on 1 September 2007 to assume the position of Executive Vice Chairman of WWE Holdings Bhd till 30 June 2009. Mr Ng resigned as the Executive Vice Chairman of WWE Holdings Bhd and rejoined PNHB Group on 1 July 2009.

Mr Ng attended 5 out of the 5 Board Meetings of PNHB held in the fi nancial year ended 31 December 2012.

Annual Report 2012 Puncak Niaga Holdings Berhad 55

YBHG TAN SRI ROZALI ISMAIL Board of Executive Chairman Directors of PNHB Group

YBHG DATO’ YBHG DATO’ IR LEE RUSLAN HASSAN MIANG KOI Non-Independent Non-Independent Non-Executive Non-Executive Director of PNHB and Director of PNHB and Chief Executive Offi cer Chief Operating Offi cer of SYABAS of SYABAS

YBHG DATO’ SYED YBHG TAN SRI DATO’ DANIAL SYED ARIFFIN HARI NARAYANAN GOVINDASAMY Chief Operating Offi cer of PNHB and Managing Independent Director of PNSB Non-Executive Director of PNHB

YBHG TAN SRI DATO’ SERI YAM TENGKU DATO’ DR TING CHEW PEH RAHIMAH ALMARHUM SULTAN MAHMUD Independent Non-Executive Non-Independent Director of PNHB Non-Executive Director of PNHB

YBHG TAN SRI DATO’ MR NG WAH TAR AHMAD FUZI HAJI Executive Director ABDUL RAZAK Corporate Finance Division Independent of PNHB and PNSB Non-Executive Director of PNHB

Puncak Niaga Holdings Berhad Annual Report 2012 56 Ir Tan Hui Kuan joined PNSB in August 2003 as the General Manager of the Project and Business Development Department. He was appointed as the Executive Director, Operation & Maintenance Division on 1 January 2010. On 1 August 2011, he was redesignated as the Executive Director of Engineering/Project Development Division. On 15 February 2012, Key he was promoted to be the Chief Operating Offi cer of the Company. He graduated with a Bachelor’s Degree (Hons) in Civil Engineering from the University Malaya in 1979. He has Personnel 26 years of working experience in the Public Works Department Malaysia and Lembaga Profi le - Air Perak in the fi eld of production, distribution, maintenance and consumer services management of a District Waterworks Department, geotechnical investigation, maintenance PNSB of military camps, project management of military buildings and infrastructures. Prior to joining PNSB, Ir Tan was the Assistant Director for Military Works in the Public Works Department Malaysia. While in PNSB, he has managed for a period the operation and maintenance of the water treatment plants and dams under the various concession held by the Company, besides executed and completed projects in India, Sabah, Sarawak and Peninsular Malaysia. IR TAN HUI KUAN Aged 59 Malaysian Chief Operating Offi cer

YBhg Dato’ Nasir Khan Illadad Khan joined PNSB on 21 February 2006 as Executive Director, Corporate Affairs Division before being appointed as the Executive Director for Business Development Division effective from 1 January 2010. He holds a Bachelor Degree in Social Science, Political Science (Hons) from the Universiti Sains Malaysia and a Masters Degree in YBHG DATO’ NASIR Public Administration from the Pennsylvania State University, United States of America. He also KHAN ILLADAD KHAN possesses a Diploma in Public Management from the National Institute of Public Administration Aged 60 (INTAN), and attended an Executive Management Programme at the School of Government, Malaysian Harvard University, United States of America. YBhg Dato’ Nasir Khan has more than 33 years Executive Director, of management experience with the Government, holding various positions and covering Business Development Division areas of human resources, security, land development and fi nance. Prior to joining PNSB, he was serving the Ministry of Finance, Malaysia.

YBhg Datuk Mohd Yunus Mohd Amin joined PNSB on 15 November 2007, as Executive Director, Human Resources & Administration Division before assuming the position of Executive Director, Special Functions Division. He holds a Degree in Mass Communications from the University Padjajaran Bandung, Indonesia and a Diploma in Public Management from the National Institute of Public Administration (INTAN). YBHG DATUK MOHD YUNUS MOHD AMIN Prior to joining PNSB, he was the Director for Bahagian Geraksaraf Dan Perancangan Dasar, Aged 65 Jabatan Hal Ehwal Khas of the Ministry of Information, Malaysia. YBhg Datuk Mohd Yunus has Malaysian more than 32 years of administrative and management experiences holding various positions Executive Director, in the Ministries and Agencies such as Ministry of Transport, Ministry of Education, Ministry Special Functions Division of Home Affairs, Student Attache, Prime Minister Department, Selangor State Government and Ministry of Information, including 27 years of experience in the Diplomatic Service.

Annual Report 2012 Puncak Niaga Holdings Berhad 57 YBhg Datuk Dr Muzahet Masruri joined PNSB on 1 January 2010 as the Senior General Manager, Strategic Resource Centre. He was promoted to his current position of the Executive Director, Strategic Resource & Public Relations Division on 15 February 2012.

He holds a Doctorate in Economics and Masters in Development Economics, both from the Key University of East Anglia, United Kingdom. He obtained his Bachelor of Arts Degree from the Personnel University of Malaya and Diploma in Teaching from Sultan Idris Teachers Training College Profi le - (now known as Sultan Idris University of Education), Tanjung Malim, Perak. PNSB

He carries over 34 years of working experience in economics research, planning and management during his tenure with the Government. Prior to joining PNSB, he held various senior positions including Secretary General in the Ministry of Unity, Culture, Arts & Heritage, Deputy Director General 1 in the Economic Planning Unit, Prime Minister’s Department, Deputy Secretary General in the Ministry of Domestic Trade & Consumer Affairs, Deputy Head of Secretariat in the National Economic Action Council (NEAC), Prime Minister’s Department, Senior Assistant Director in the Socioeconomic Research Unit, Prime Minister’s Department, and Editor in Dewan Bahasa dan Pustaka.

Among the key strategic areas he was involved in during his working experience with the Government include the preparation of the “Five-Year Malaysia Development Plans”, the YBHG DATUK preparation of strategic policies and stimulus packages to avert the negative impacts of the DR MUZAHET MASRURI “Asian Financial Crisis in 1997”, the tension between Iraq & the US in 2001 and Severe Acute Aged 61 Respiratory Syndrome (“SARS”) in 2003. He was also instrumental in drafting substantive Malaysian policy guidelines to promote retail and distributive trade as well as addressing the price Executive Director, Strategic Resource & control mechanism covering retail business in oil & gas sector in Malaysia. He was involved Public Relations Division in bilateral trade negotiations with the USA and Chile.

Madam Tan Bee Lian joined PNSB as Company Secretary on 7 November 1994 and was promoted thrice before assuming her current position as Executive Director, Corporate Services Division on 1 January 2010. In her current position, she oversees the Legal Department, Secretarial Department and Internal Audit Department. As Group Company Secretary, Madam Tan is responsible for PNHB Group’s company secretarial and regulatory compliance. She was appointed as a Director of Sino Water Pte Ltd on 27 June 2008 and a Director of Puncak Niaga Overseas Capital Pte Ltd on 2 January 2013, both of which MADAM TAN BEE LIAN are Puncak Niaga Holdings Berhad’s Singapore subsidiaries. Madam Tan is a Fellow of the Aged 47 Malaysian Association of the Institute of Chartered Secretaries and Administrators (“MAICSA”) Malaysian and has more than 25 years of working experience in company secretarial practice and Executive Director, corporate work. She had previously worked with Projek Lebuhraya Utara-Selatan Berhad Corporate Services Division (“PLUS”) and Metramac Corporation Sdn Bhd/Metacorp Berhad. She is also the winner of the ROC-MAICSA Company Secretary Award 2001 for the Listed Company Category.

Puncak Niaga Holdings Berhad Annual Report 2012 58 Madam Wong Ley Chan graduated with a Bachelor of Accountancy Degree from the prestigious National University of Singapore.

Madam Wong is a member of Malaysian Institute of Certifi ed Public Accountant (MICPA) and Key Malaysian Institute of Accountant (MIA). She has more than 28 years of working experience Personnel and extensive knowledge in various areas covering auditing, corporate banking and Profi le - corporate debts restructuring, corporate fi nance, accounting, taxation and strategic fi nancial PNSB management. Madam Wong started her career in 1984 as a young auditor in an established accounting fi rm. Since then, she had served diligently in several companies at senior management level, including a 6-year stint in UEM Land Group of Companies, 5 years in TRIplc Bhd and 3 years in Syarikat Bekalan Air Selangor Sdn Bhd. Prior to joining Puncak Niaga Holdings Berhad, MADAM WONG LEY CHAN she was the Vice President, Finance of Scomi Engineering Bhd. Aged 53 Malaysian On 25 November 2010, she was appointed as Executive Director, Finance Division in Puncak Executive Director, Niaga (M) Sdn Bhd. She is responsible for the overall fi nance and accounting functions of Finance Division Puncak Niaga Group of Companies.

Tuan Haji Abd Rashid Abd Satar joined PNSB on 15 February 2012 as Executive Director, Operation & Maintenance Division.

Tuan Haji Abd Rashid Abd Satar holds a Diploma in Civil Engineering from the Universiti Teknologi Malaysia and a Bachelor of Civil Engineering Degree from the University of Glasgow, Scotland. He has 30 years of working experience in the water supply sector. He began his career in 1981 as a Technical Assistant and as a District Engineer of Kuala Selangor/Sabak Bernam Districts with JBAS and continued his service with PUAS from 2002 to 2005 as Senior Manager of the Kuala Langat/Sepang Districts respectively. He was the General Manager of the Klang/Shah Alam District offi ce of SYABAS before assuming the position TUAN HAJI ABD as General Manager of the Petaling District Offi ce from March 2007 until March 2009. He RASHID ABD SATAR was later promoted as Senior General Manager of the Petaling District Offi ce effective from Aged 53 1 April 2009. On 1 February 2011, he was appointed as Executive Director, Operation Division Malaysian of SYABAS. Executive Director, Operation & He was awarded the Pingat Pekerti Terpilih (PPT) and Darjah Ahli Mahkota (A.M.S) in 1998 Maintenance Division and 2002 respectively by the DYMM for his dedication and services to the State of Selangor.

Ir Ausamah Darwish joined PNSB on 9 January 2013 as Executive Director, Engineering/Project Development Division. He attained his Bachelor of Science (Engineering) from the Southern Illinois University, United States of America in 1984.

He is a Registered Professional Engineer with the Board of Engineers Malaysia (Mechanical). Ir Ausamah Darwish has over 28 years of working experience. He started his career as a IR AUSAMAH DARWISH Trainee Mechanical Engineer and held various posts from Mechanical Engineer, Associate MOHD DAUD Mechanical Engineer, System Designer, Resident Engineer to a Plant Manager and Executive Aged 53 Director. Prior to joining PNSB, Ir. Ausamah Darwish was the Executive Director, Operation Malaysian in WWE Holdings Bhd. Executive Director, Engineering/Project With his vast working experiences in fi elds related to mechanical, water and wastewater Development Division engineering, Ir Ausamah Darwish was appointed as an Executive Director to head the Engineering/Project Development Division of PNSB.

Annual Report 2012 Puncak Niaga Holdings Berhad 59 Puan Faridatulzakiah holds a degree in Law (LLB, Hons) from the Hertfordshire University, United Kingdom.

She started her legal career at Messrs Malek & Associate in 2003, handling civil and criminal cases. In 2006, she served as Legal Offi cer in Great Eastern Life Assurance (Malaysia) Berhad Key where she was exposed to Human Resource and Industrial Relations matters. Personnel Profi le - She then joined SYABAS in 2008 as Assistant Manager, Legal Department and subsequently PNSB promoted to Manager of Industrial Relations a year later before being promoted as Senior Manager in 2010. She continued leading the department until she joined PNSB in 2012 as Assistant General Manager of the Human Resources & Administration Division, overseeing the full spectrum of Human Resource Management. Under her leadership and guidance, PUAN FARIDATULZAKIAH the Department focused on delivering high quality services and consequently improved the MOHD BAKHRY Company’s performance. Aged 37 Malaysian On 1 February 2013, Puan Faridatulzakiah assumed the position of Executive Director of Executive Director, Human Resources & Administration Division of PNSB. Human Resources & Administration Division

Tuan Haji Sonari Solor joined PNSB on 10 September 1998 and was appointed as Senior General Manager, Internal Audit Department of SYABAS for the period 1 September 2006 to 15 February 2012. He re-joined PNSB on 16 February 2012 as the Senior General Manager, Internal Audit Department.

Tuan Haji Sonari Solor is a Chartered Accountant with the Malaysian Institute of Accountants and Fellow of the Association of Chartered Certifi ed Accountants (U.K). He holds a TUAN HAJI SONARI SOLOR professional qualifi cation from the Chartered Institute of Management Accountants (U.K). Aged 57 Tuan Haji Sonari Solor has more than 24 years of working experience at the managerial level Malaysian in the area of accounting and auditing with several public listed companies. Prior to joining Senior General Manager, PNSB, Tuan Haji Sonari Solor held the position of Group Division Head, Internal Audit with Internal Audit Department Land & General Berhad.

Puan Hafi zah joined a QS Consultant Company in July 1992 as a Quantity Surveyor for three years. She graduated with an Advanced Diploma in Quantity Surveying from the Universiti PUAN HAFIZAH AHMAT Teknologi MARA in 1992 and was bestowed with the Best Student Award. Prior to joining Aged 44 PNSB in January 2010 as General Manager of Contract & Procurement Department (“CPD”), Malaysian she was with a construction company since October 1996. Overall, Puan Hafi zah has more Senior General Manager, Contract & Procurement than 21 years of experience in quantity surveying works on construction industry. She was Department promoted to Senior General Manager of CPD of PNSB on 1 January 2013.

Puncak Niaga Holdings Berhad Annual Report 2012 60 Madam Lim Yew Heang (Jenny) joined PNSB on 1 April 2008 as General Manager, Secretarial Department, Corporate Services Division. She was appointed as the Joint Company Secretary for both PNSB and PNHB on 2 May 2008. She is a Chartered Secretary, a holder of the Institute of Chartered Secretaries & Administrator (ICSA) qualifi cation and an Associate Member of Key The Malaysian Institute of Chartered Secretaries and Administrators (MAICSA). She has Personnel 24 years of working experience in company secretarial practice. Prior to joining PNSB on Profi le - 1 April 2008, she was a Senior Manager in a leading secretarial consultancy company for PNSB 14 years.

MADAM JENNY LIM YEW HEANG Aged 46 Malaysian General Manager, Secretarial Department

ENCIK JOHARI Encik Johari Pawanchik joined PNSB on 9 August 2010 as General Manager for Operation PAWANCHIK & Maintenance Department. He graduated with a Bachelor’s Degree in Science from the Aged 49 Universiti Kebangsaan Malaysia (UKM) in 1989 and pursued study in Engineering. He Malaysian obtained a Master’s Degree in Engineering from the University of South Australia in 2008. General Manager, Operation & Maintenance He has wide exposure in Production Operation Management with Multinational Companies Department and Government Linked Company before joining PNSB. Prior to joining PNSB, he was attached to BHIC Boustead Holdings as Operations General Manager since 2008.

Encik Azlan Shah Tan Sri Rozali graduated with a Bachelor of Arts Degree in Business and Marketing from the Middlesex University, Hendon Business Campus, London, United Kingdom. He joined PNSB on 1 November 2011 and is the General Manager, Information Technology Department of PNSB overseeing the overall of Information Technology Department of PNSB.

Encik Azlan Shah started his career in 2009 via an internship at an apparel merchandise company. With his tremendous performance and high commitments, he was subsequently promoted to a Manager responsible for the company’s sales and marketing, business ENCIK AZLAN SHAH development, inventory management and administration functions. In 2010, he joined TAN SRI ROZALI SYABAS as an Executive and had exposures and experiences in the area of human resources Aged 27 & administration, fi nance & accounts and managing SYABAS district offi ces. Malaysian General Manager, Encik Azlan Shah is an EXCO Member of the Youth Chamber in the Malay Chamber Information Technology of Commerce for the State of Selangor, Founder and Vice President of 1Malaysia Youth Department Entrepreneurs Club. In 2011, he received the title of ‘Leftenan Rejimen Pakar Pengendalian Air ke-60 RAJD (Askar Wataniah)’.

Annual Report 2012 Puncak Niaga Holdings Berhad 61 Madam Christina Lee Chin Kee joined PNSB on 27 April 2012 as General Manager, Legal Department, Corporate Services Division. She obtained her Bachelor of Law (LLB) from the University of Buckingham, United Kingdom in 1982 and her Certifi cate of Legal Practice (CLP) from the University of Malaya in 1985. She had been called to the High Court of Malaya and a Member of High Court of Borneo and enrolled as a member Sarawak Bar Association. Key She started her working experience with the Judicial and Legal Services, Malaysia for a Personnel period of ten years working as a Magistrate and later with the Attorney-General’s Chambers Profi le - before moving on to join the private sector, fi rstly, with the legal fi rm of Messrs. Abu Talib PNSB Shahrom and later with Messrs. Zul Rafi que & Partners.

Prior to joining PNSB, she was with UEM Builders Berhad for fi ve (5) years as the General Manager, Legal Department. Her expertise lies in terms of drafting and negotiating contractual documents matters and concession agreements as well as overseeing legal issues in MADAM CHRISTINA LEE CHIN KEE international project and other joint ventures. Aged 52 Malaysian General Manager, Legal Department

Tuan Syed Badli Shah joined PNSB on 9 January 2013 as the General Manager of Non Water Department, Engineering/Project Development Division. He is a degree holder in Mechanical Engineering from the Universiti Teknologi Malaysia in 1990.

Tuan Syed Badli Shah has over 20 years of experience in the construction industry, water & wastewater operation & maintenance projects and solid waste management. He started his career as a Mechanical Engineer for JCM Sdn Bhd before joining Perbadanan Kilang Felda as Plant Engineer. He also served as Chief Engineer for Johor Aluminium Processing Sdn Bhd and involved in the construction of Secondary Aluminium plant as well as testing and commissioning. He gained experience as General Production Manager for Linde Industrial Gases Sdn Bhd and constructed three (3) acetylene plants and four (4) fi lling stations for industrial gases. He was a Plant/Facilities Planning Manager with Alam Flora Sdn Bhd and TUAN SYED BADLI managed Taman Beringin Transfer Station and Landfi ll operation and maintenance. He is also SHAH SYED MANSOOR a Project Director for Jeddah Sewer Networks, Saudi Arabia and managed the Operation and Aged 46 Maintenance Contract of Jelutong Sewage Treatment Plant, Penang. Malaysian General Manager, Prior to joining PNSB, he was the Business Development Manager/Jeddah Branch Manager Local Project Department of WWE Holdings Bhd.

Ir Yong Oon Fatt (Dacius), is the General Manager, International Project Department of Engineering & Project Development Division of PNSB. Ir Yong Oon Fatt joined PNSB on 1 July 2010 and was seconded to the PRC China for the Group’s water and wastewater business in the PRC China undertaken by Sino Water Pte Ltd, PNHB’s 98.65% subsidiary in Singapore. Ir Yong Oon Fatt holds a Bachelor of Engineering degree majoring in Mechanical Engineering from the University Science of Malaysia. He is a qualifi ed Professional Engineer IR YONG OON FATT registered with Board of Engineers, Malaysia. He is also a member of Institutional of Engineers Aged 41 Malaysia. Ir Yong Oon Fatt has more than 17 years of experience in the municipal water and Malaysian General Manager, waste water treatment system design and construction works. Besides having experiences International Project in engineering construction, Ir Yong Oon Fatt also has experiences in marketing and business Department development.

Puncak Niaga Holdings Berhad Annual Report 2012 62 Ir V Subramaniam is presently the Executive Director, Technical Development Division of Syarikat Bekalan Air Selangor Sdn Bhd (“SYABAS”). He has worked with the Selangor Water Works Department (“JBAS”) since 1991 and continued his service with the Perbadanan Urus Air Selangor Berhad (“PUAS”) when the Water Works Department was corporatised in March Key 2002 and subsequently with SYABAS as the Executive Director, Operations when the water supply in Selangor and the Federal Territories of Kuala Lumpur & Putrajaya was privatised on Personnel 1 January 2005. He holds a Bachelor of Engineering (Hons) (Civil) Degree from the University Profi le - of Malaya. SYABAS Ir V Subramaniam has served in the Public Works Department/Water Supply Department/ PUAS/SYABAS in various capacities for the past 39 years since graduation in 1974. He has vast experience in managing water supply and privatisation of water supply. Ir V Subramaniam successfully handled the unprecedented 1998 Water Crisis in Selangor and Kuala Lumpur, then as the Deputy Director of the Selangor Water Works Department and published a complete documentation on the management of the water crisis. He has written and presented more than 25 papers on Privatisation/Corporatisation of water supply and on other technical aspects of water supply at both international and national level seminars, conferences and publications including International Water Association (“IWA”); Asia Pacifi c Economic Corporation (“APEC”); Economic and Social Commission for Asia & Pacifi c (“ESCAP”) - United Nations and the Asian Development Bank (“ADB”). He has also assisted ADB in several studies on water supply in Asian cities as a domestic consultant appointed by the ADB.

For his dedication and service to the State and Nation, Ir V Subramaniam was awarded the Darjah Kebesaran Setia Mahkota Selangor (“SMS”), Darjah Kebesaran Setia - Sultan IR V SUBRAMANIAM Salahuddin Abdul Aziz Shah (“SSA”), Ahli Mangku Negara (“AMN”) and Pingat Jasa Kebaktian Aged 63 (“PJK”) (Terengganu). He is also the Deputy President of SWAn, the Water Association of Malaysian Selangor, Kuala Lumpur and Putrajaya. Ir V Subramaniam truly has a great passion for the Executive Director, water industry with vast experience in drinking water supply from source to tap. He is also a Technical Development Division strong advocate of our piped water quality being clean and safe and believes only in drinking water direct from the tap.

Tuan Haji Sanusi Sulieman graduated with a Second Class Upper Degree in Civil Engineering from the University of Malaya in 1984, after which he started his career in Penang Water Authority in 1984 holding various positions of Project Engineer, Treatment Engineer and Distribution Engineer until 1993.

In 1993, he joined a consulting engineering fi rm, Ranhill Bersekutu Sdn Bhd as a Senior Engineer involved in the Johor Baharu Water Supplies Privatisation Scheme. In 1994, he joined Puncak Niaga (M) Sdn Bhd (“PNSB”) as the Project Manager for the RM1.3 billion Sungai Selangor Phase 2 Water Supply Scheme which involves the construction of the Sungai Selangor Phase 2 Water Treatment Plant and its distribution system.

In 2000, he joined Ranhill Engineers and Contractors Sdn Bhd as the Project Director in charge of all water supply construction activities. He was then promoted to Chief Operating Offi cer of Ranhill Civil Sdn Bhd until 2004. In 2004, he joined WWE Holdings Bhd as the Executive Director, before joining PNSB in the same year, where he was involved in the task force for the privatisation of PUAS to SYABAS.

TUAN HAJI SANUSI SULIEMAN Tuan Haji Sanusi was exposed to international construction works when he was assigned Aged 52 for the SR408 million North Jeddah Branch Sewer Network Project in the Kingdom of Saudi Arabia in 2006 before he was assigned to the position of Executive Director of Projects in Malaysian SYABAS in 2007. He was later re-designated as the Executive Director, Network & Planning Executive Director, Planning Division Division of SYABAS and re-designated again in 2011, to his current position as the Executive Director, Planning Division.

Annual Report 2012 Puncak Niaga Holdings Berhad 63 Tuan Haji Zainuddin Othman joined SYABAS on 1 April 2005 as General Manager, Human Resource & Administration Division. He holds a Master of Science in Human Resource Management from the University of Lincolnshire and Humberside, United Kingdom.

Prior to joining SYABAS, Tuan Haji Zainuddin was the Head of Human Resource and Key Administration Department at Proton Edar Sdn Bhd (a subsidiary of Proton Berhad) for six Personnel years (1998-2003) and the Head of Human Resources and Administration for fi ve years at Profi le - PATI Sdn Bhd (a subsidiary of United Engineering (Malaysia) Berhad) (1993-1997). He has SYABAS more than 24 years of working experience in the areas of human resource management and general offi ce administration. TUAN HAJI ZAINUDDIN OTHMAN He was promoted to Senior General Manager, Human Resource Division with effect from 1st Aged 53 January 2007 and he is currently holding the position of Executive Director, Human Resource Malaysian & Administration Division of SYABAS which he has held since January 2008. Executive Director, Human Resource and Administration Division

Encik Abdul Halem Haji Mat Som joined PNSB in 2004 as Personal Assistant to the Executive Chairman before he was assigned to SYABAS as Senior Manager, Corporate Communications and Public Affairs Division (“CCPA”). Encik Abdul Halem was subsequently promoted to General Manager, CCPA on 1 January 2007. He was promoted to Executive Director, Corporate Affairs Division on 1 January 2010. He holds a Diploma in Public Administration (1987) and a Bachelor’s Degree in Corporate Administration (1998), both from the Universiti Teknologi MARA (“UiTM”) and a Certifi cate in Manufacturing Management from the Sanno Institute of Business Administration (“SIBA”), Tokyo (1990).

Encik Abdul Halem started his career as a Deputy Assistant Director of Immigration before joining a Japanese Manufacturing company for three years and subsequently attached to an Arab based multinational company for another two years specialising in Human Resource Management. His exposure in Corporate and PR exercise started when he was the General Manager of Lagenda Abadi Sdn Bhd, an Event Management and PR Agency. He was thereafter appointed as the Managing Director of Comiteg Berhad, a company dealing with Property Development and Investment for four years. ENCIK ABDUL HALEM Prior to joining PNSB, Encik Abdul Halem was the Group Managing Director of Eeman Group HAJI MAT SOM of Companies, which dealt in manufacturing, trading, event consultancy, advertising and Aged 47 production. Encik Abdul Halem has more than 21 years’ experience in the areas of event Malaysian management, fi lm production, advertising manufacturing, human resource consultancy and Executive Director, training, administration and capital investment. He is also the President of UiTM Pahang Corporate Affairs Division Alumni and a committee member of Yayasan Siswazah Malaysia.

Puan Roowina Merican A Rahim Merican joined PNSB on 22 March 1997 as a Manager in the Operations Division responsible for the Environmental Unit. She was subsequently promoted to Senior Manager, Assistant General Manager and General Manager of the Water Resources and Environmental Surveillance Department in PNSB before assuming her position as the Senior General Manager of the Water Quality Department under the Strategic Resources Division in SYABAS. On 1 January 2011, she was appointed as the Executive Director, Water PUAN ROOWINA Quality, Asset & Strategic Resources Division of SYABAS. MERICAN A RAHIM MERICAN Aged 51 She graduated with a BSc (Hons) in Civil Engineering from the University of Surrey in 1984 Malaysian and subsequently obtained her MEng (Hons) in Water Resources Development in 1991. She Executive Director, Water Quality, Asset & began her career in 1985 as a Civil Engineer with the Public Works Department, Malaysia Strategic Resources Division (“PWD”) and held various positions during her tenure with PWD until 1997.

Puncak Niaga Holdings Berhad Annual Report 2012 64 Encik Mohamad Isa Mohd Yassin joined SYABAS on 8 February 2007 as a Special Assistant to the Executive Chairman/General Manager of the Bumiputera Entrepreneur Participation & Development Department (“BEPD”). He was then promoted to Special Assistant to the Executive Chairman/Senior General Manager of BEPD in May 2008, Key followed by Special Assistant to the Executive Chairman/Executive Director of BEPD Personnel in January 2011. Profi le - SYABAS Prior to joining SYABAS, he was attached to Matsushita Electric Co (M) Bhd as Executive of Research & Development Department and Production Planning Department. He joined Puncak Niaga (M) Sdn Bhd (“PNSB”) in 1994 as a Special Assistant to the Executive Chairman, and later promoted as General Manager of Puncak Alam Housing Sdn Bhd from 2000 till 2004 and as Managing Director of Haluan Prisma Sdn Bhd from 2004 until 2007.

ENCIK MOHAMAD ISA He was trained in Industrial & Management Training Skills in Matsushita Electric Co in Osaka, MOHD YASSIN, AMS, AMK under the Look East Policy Scheme in Japan from 1986 to 1988. He has vast experience Aged 54 in town and building development, project monitoring, public relations and manufacturing Malaysian industries. The latest project under his belt is the Entrepreneur Development Programme for Special Assistant To Executive SYABAS’ contractors. He also plays an active role as Special Assistant to the Rejimen Pakar Chairman/Executive Director, Pengendalian Air Ke-60 RAJD (Askar Wataniah) since 2007. Special Task Department & Bumiputera Entrepreneur Participation & He was awarded the Darjah Ahli Mahkota Selangor (“AMS”) from DYMM Sultan of Selangor Development Department in 2000, followed with Darjah Ahli Mahkota (“AMK”) from DYMM Sultan of Kedah in 2011.

Tuan Haji Yusof Saroji holds a Diploma and Advanced Diploma in Civil Engineering from the Universiti Teknologi MARA (“UiTM”). He has 23 years of working experience in the water supply and distribution sector ranging from district water operations to revenue and collection management.

Tuan Haji Yusof Saroji is also a Graduate Member of the Institution of Engineers Malaysia (“IEM”). He began his career in 1988 as a Technical Assistant with JBAS and continued his service with PUAS as Senior Manager/Head of District for Kuala Selangor and Sabak Bernam District Offi ces. He was then promoted to General Manager/Head of Gombak District Offi ce and later assigned as General Manager of the Operations and Maintenance Department of SYABAS in January 2010. In August 2010, he joined the District Department as General Manager and he was subsequently promoted to Senior General Manager where he is responsible and accountable for overseeing the operations and management of SYABAS’ 10 District Offi ces. He is currently the Executive Director, Operation Division. TUAN HAJI YUSOF SAROJI Aged 47 Tuan Haji Yusof Saroji is also active in several non-profi t organisations in the water fraternity Malaysian and was the Secretary and later the Chairman of the Jawatankuasa Tindakan Jurutera Air Executive Director, Daerah Se Malaysia (“JTJAD”) for the 2011/2013 term. He is also the Commandant for the Operation Division Rejimen Pakar Pengendalian Air Ke-60 RAJD (Askar Wataniah) for the State of Selangor holding the rank of Major since 2011.

Annual Report 2012 Puncak Niaga Holdings Berhad 65 Encik Yusof Badawi joined SYABAS on 1 May 2011 as Executive Director, Project and Development Division comprising the Project Management Department, Non-Revenue Water (“NRW”) Department, Development Department and Contract Administration Department. This Division was later renamed as Project and Non-Revenue Water Division, with the exclusion of the Development Department. Key Personnel Encik Yusof Badawi graduated with a Bachelor of Science in Engineering majoring in Civil Profi le - Engineering and minoring in Construction and Mathematics from the Southern Illinois SYABAS University, United States of America. He has 26 years of experience in the construction industry at various levels including senior and board level. He has been actively involved in management and implementation of various construction, infrastructure, housing development, waterworks and maintenance projects.

Encik Yusof Badawi was involved in the construction, testing and commissioning of Sungai Selangor Water Supply Scheme Phase I and Phase II from 1990 to 1998. He has also successfully managed the implementation of the RM500 million contract for the maintenance and upgrading of schools in Peninsular Malaysia under the umbrella concept for the Ministry of Education.

In May 2003, he was appointed as Chief Executive Offi cer of a public listed company (PLC). Together with the management and his staff team he managed to successfully construct ENCIK YUSOF BADAWI and complete numerous projects and turned the PLC from a loss making company into a profi table group. Aged 51 Malaysian Encik Yusof Badawi is a member of the Board of Engineers Malaysia, the Malaysia Institute Executive Director, Project & Non-Revenue of Management (“MIM”), the Malaysian Water Association and Dewan Perniagaan Melayu Water Division Malaysia, Selangor (professional).

Madam Karen Chan holds a Bachelor of Accounting (Hons) degree from the University of Malaya. She is a member of the Malaysian Institute of Accountants.

Madam Karen Chan has vast working experience of more than 25 years in various areas covering Auditing, Accounting, Finance and Corporate Finance.

Prior to joining SYABAS, Madam Karen Chan was the Senior General Manager with the MADAM KAREN Scomi Group of Companies for a total of 6.5 years, with 2 years of overseas assignment CHAN YIT HWA based in Dubai overseeing the Middle East Operation. Aged 49 Malaysian She was with Price Waterhouse Coopers from 1987 to 1991. Thereafter, she was with various Executive Director, companies within the Hong Leong Group of Companies and various Public Listed Companies Finance Division in Malaysia.

Tuan Haji Mohd Suhaimi holds a Diploma, Advanced Diploma in Civil Engineering and a Post Graduate Diploma in System Analyst from the Universiti Teknologi Mara. He has TUAN HAJI MOHD SUHAIMI RAFIE 33 years of working experience in public works and the water supply sector. He began his Aged 57 career in 1979 as a Civil Engineer with Jabatan Kerja Raya, holding various positions until Malaysian 2001. Thereafter, he joined JBAS as a Senior Assistant Director and continued his service Senior General Manager, under PUAS (2002 - 2004). He was the General Manager, Information & Communication Information & Communication Technology Division before he was promoted to Senior General Manager, Information Technology Department & Communication Technology Department on 1 January 2007.

Puncak Niaga Holdings Berhad Annual Report 2012 66 Cik Hayati Ab Wahab is the Senior General Manager of Internal Audit Department. Previously, Cik Hayati was the Senior General Manager of Billing and Recovery Department from January 2011 to September 2011 and General Manager of the Kuala Lumpur Regional Offi ce from 2007 to 2010. She joined PNSB in July 2001 as an Internal Auditor before she was assigned Key to SYABAS in 2005 as Secretary of Works for the Kuala Lumpur District. Personnel Profi le - She holds a Bachelor of Accountancy (Hons) Degree from the London Guildhall University, SYABAS England and is a Certifi ed Public Accountant with MICPA, Chartered Accountant with the Malaysia Institute of Accountants (“MIA”) and Chartered member of the Institute of Internal Auditors, Malaysia.

She has 24 years of working experience including 10 years in external audit covering various CIK HAYATI AB WAHAB types of industries (e.g. construction, plantation, timber, manufacturing and government Aged 49 bodies), due diligence reviews & profi t/cash fl ow forecasts and 8 years in internal audit in the areas of fi nancial, operational, IT, risk management and investigation. She has experience Malaysian working in England, Bangkok and Singapore. Senior General Manager, Internal Audit Department

Tuan Haji Ariff Ibrahim joined PNSB in January 2005 and was assigned to SYABAS as General Manager, Operation & Maintenance in January 2006 and he was appointed as the General Manager of NRW Department in 2012. He graduated with a Bachelor of Civil Engineering (Hons) Degree from the Universiti Technologi Malaysia in 1984 and subsequently obtained a Masters Degree of Business Administration from the Universiti Kebangsaan Malaysia in 2001. Tuan Haji Ariff has more than 29 years of working experience in the water industry covering operation and maintenance of water treatment plants, operation and maintenance of water supply, construction supervision of water supply schemes, safety and health and also human TUAN HAJI ARIFF IBRAHIM resource and administrative matters. Prior to joining PNSB, he worked with Jabatan Bekalan Aged 52 Air Selangor for 10 years and another 10 years with CGE Utilities (M) Sdn Bhd. Malaysian Tuan Haji Ariff has been a member of the Institute of Management Malaysia (“MIM”) and General Manager, Non-Revenue Water International Water Association (“IWA”). He is also actively involved in the Rejimen Pakar Department Pengendalian Air Ke-60 (Askar Wataniah), Rejimen Askar Jurutera Diraja and is currently holding the rank of Major in the regiment.

Ir Ahmad Marzuki Hashim graduated with a Bachelor of Science Degree in Civil Engineering (Hons) from the Ohio University in Athens in 1984 and Master of Science Degree in Environmental, Civil Engineering from the University of Liverpool, England in 1994. He is a Civil Engineer by profession and has been with PNSB since March 1997. He began his career with PNSB as a Manager of the Dam Operation Department and was subsequently promoted to the positions of Senior Manager, Assistant General Manager of the Dam Operation Department and General Manager of the Business Development Department. IR AHMAD MARZUKI HASHIM Aged 51 He then joined SYABAS as General Manager in the Chief Operating Offi cer’s Offi ce in August Malaysian 2009. Ir Ahmad Marzuki is currently the General Manager, Project Management Department. General Manager, Project Management Department Ir Ahmad Marzuki has more than 28 years’ experience in the water industry and has held various positions during his tenure with the Public Works Department’s Waterworks Branch.

Annual Report 2012 Puncak Niaga Holdings Berhad 67 Encik Shahruddin Ab Rahman joined SYABAS on 1 July 2009 as the General Manager of the Billing and Recovery Department. He was subsequently transferred as the General Manager of the Kuala Lumpur District effective from 1 January 2011 to 15 February 2012 to familiarise himself with District Operations and thereafter re-assigned again as the General Manager of the Billing and Recovery Department. Key Personnel He holds a Bachelor in Accounting (Advanced Diploma in Accounting) from the MARA Profi le - University of Technology. SYABAS

Prior to joining SYABAS, he served Telekom Malaysia Berhad (“TM”) for 22 years with various Divisions and subsidiary Companies of TM. He was the Chief Financial Offi cer for two TM subsidiary Companies namely, Government Integrated Telecommunication Networks ENCIK SHAHRUDDIN AB RAHMAN (“GITN”) Sdn Bhd and TM Payphone Sdn Bhd. He was also involved in the takeover of GITN Sdn Bhd, a subsidiary Company of Permodalan Nasional Berhad, to be a full subsidiary of Aged 49 TM. His last project with TM was as the Business Controller for the Malaysian Emergency Malaysian Response System 999 project where TM was appointed by the Kementerian Tenaga, Air General Manager, Billing and Recovery and Komunikasi to develop and maintain the system which will provide emergency facilities Department for the public.

Encik Ahmad Suhaidin Ismail is the Head of Petaling District at Syarikat Bekalan Air Selangor Sdn. Bhd. (“SYABAS”). He holds a Bachelors Degree in Civil Engineering (Honours) from the Universiti Technologi Malaysia (“UTM”). He has 28 years of working experience in the water supply sector. Encik Ahmad Suhaidin joined Jabatan Bekalan Air Selangor (“JBAS”) on 15 January 1984 as a Technical Assistant (“TA”) at the Gombak District Offi ce. His extensive participation and work commitment over the years led him to become the Manager of the Klang/Shah Alam District Offi ce in the year 2002. He was subsequently promoted to Assistant General Manager of the Kuala Langat District Offi ce in 2007. ENCIK AHMAD In April 2009, Encik Ahmad Suhaidin was promoted as the General Manager of the Klang SUHAIDIN ISMAIL District Offi ce and on 15 February 2012, he was transferred from the Klang District Offi ce to Aged 52 the Petaling District Offi ce. Malaysian General Manager, Petaling District Encik Ahmad Suhaidin is a member of the Malaysian Water Association (“MWA”) and the Central Region Secretary of the ‘Jawatankuasa Tindakan Jurutera Air Daerah Se Malaysia (“JTJAD”) for the District Department state of Selangor.

Encik Mohd Yaman Mohd Zin holds an Ordinary National Diploma in Technology (Engineering) from the Oldham College of Technology, England and graduated from the University of Sussex, England in 1982 with a Bachelor of Science Degree in Structural Engineering. Encik Mohd Yaman has 30 years of working experience involving engineering and environmental consultancy, business development, project/construction management, property development and infrastructure/utility construction and management.

Encik Mohd Yaman joined SYABAS as General Manager, Water Quality Division in 2007 and was later appointed as General Manager, Operation & Maintenance Division in ENCIK MOHD YAMAN 2009 and as Head of Gombak District from 2010 until March 2011. He is currently the MOHD ZIN General Manager, Customer Service Department. Prior to joining SYABAS, he had held Aged 57 various senior positions in private organisations and public listed companies, the latest Malaysian being as the Construction Manager for the Jeddah Sewer Network Project with WWE General Manager, Holdings Bhd. Customer Service Department

Puncak Niaga Holdings Berhad Annual Report 2012 68 Encik Abd Latif Ismail joined SYABAS on 20 August 2010, as General Manager of the Human Resource Department. He holds a Master of Science Degree in Human Resources Management from the University of Lincolnshire & Humberside, United Kingdom.

Key Prior to joining SYABAS, he was with the Exchange for over 14 years. His experience in Personnel the fi eld of human resource includes being the key person involved in job re-design, Profi le - job evaluation, right-sizing, culture profi ling and internalisation. SYABAS

ENCIK ABD LATIF ISMAIL Aged 51 Malaysian General Manager, Human Resource Department

Puan Rosmizah Ahmad joined PUAS on 2 September 2002 as an Engineer at the Development Department. Puan Rosmizah is currently the General Manager of Development Department.

Upon graduating with a Bachelors Degree in Civil Engineering (Honours) from the Universiti Teknologi Malaysia in 1994, Puan Rosmizah began her career as an Engineer in civil and PUAN ROSMIZAH AHMAD structural engineering design. Todate, she has over 19 years of working experience in the Aged 44 fi eld of engineering. Malaysian Prior to joining PUAS, Puan Rosmizah joined a consultancy fi rm for 8 years majoring in General Manager, Development Department Structural Engineering Design. Puan Rosmizah is a Member of the Board of Engineers, Malaysian Water Association (“MWA”) and International Water Association.

Puan Hayati Abd Rahman graduated with a Degree in Social Science majoring in Computer Science from the University of Waikato, Hamilton, New Zealand in 1991 and holds a Master of Science in Information Management from the University Institut Technologi Mara (“UITM”) in 2002. She has 21 years of working experience in the computer environment from various types of industries (eg. plantation, properties and government agencies), system development, core system migration and implementation. She began her career in 1991 as a Programmer at Sime Darby Plantation and later, joined Rubber Research Institutes (“RRI”) as an Analyst Programmer. PUAN HAYATI ABD RAHMAN Aged 46 In 1992, she joined TTDI Development Sdn Bhd and grew her career path from Analyst Malaysian Programmer to Manager heading the Management Information System Section until 2003. General Manager, Prior to joining SYABAS as General Manager of the Information & Communication Technology Information & Communication Department on 15 January 2012, she was holding the post of Senior Manager, heading the Technology Department Application Development Section of the Information & Communication Technology Division at Suruhanjaya Syarikat Malaysia (“SSM”), a post she held since 1 April 2003.

Annual Report 2012 Puncak Niaga Holdings Berhad 69 Ir Khor Tse Tong joined SYABAS on 24 January 2011 as Assistant General Manager, Planning & Design Department (“PDD”) and was subsequently promoted in 2012 as General Manager of PDD. He is a Professional Engineer registered with the Board of Engineers Malaysia (“BEM”) and has more than 12 years of working experience as a Design Engineer for property developments in the civil and structural aspects, as a contractor in a high rise building Key construction, as an Engineer and Project Manager for NRW and Water Supply Distribution Personnel Network Modeling projects. Profi le - SYABAS Ir Khor Tse Tong graduated from the Universiti Kebangsaan Malaysia (“UKM”) in 1999 with a Degree in Civil & Structural Engineering. He began his career as a Design Engineer for a Civil and Structural consultancy fi rm. He then joined PABW Sdn Bhd in 2001 to work in the IR KHOR TSE TONG Selangor NRW Project. He joined Salcon Engineering Berhad in 2003 for an NRW project in Aged 38 Sandakan, Sabah. Prior to joining SYABAS, Ir Khor Tse Tong worked for Halcrow Consultant Malaysian in Malaysia since 2005. General Manager, Planning & Design Department

Encik Armiy Rais Ahmad Sharifuddin joined SYABAS in 2012 as the General Manager of the Legal & Enforcement Department. He holds a Bachelor of Laws (Honours) degree from the Universiti Technologi MARA.

After being called to the Malaysian Bar, he started his legal career as an Advocate and Solicitor with various major fi rms before joining Golden Hope Plantations Berhad as Manager, Corporate Legal & Secretarial Department. Upon the rationalisation of the Permodalan ENCIK ARMIY RAIS AHMAD Nasional Berhad’s Group of Companies, Encik Armiy had been entrusted to head the legal SHARIFUDDIN Aged 42 team in charge of a few major property companies within the Island & Peninsular Group Malaysian and then headed the pioneer team in the setting-up of Pelaburan Hartanah Berhad which General Manager, had successfully launched a special Bumiputera property investment trust fund, Amanah Legal & Enforcement Hartanah Bumiputera. Prior to SYABAS, he was the General Manager, Legal and Company Department Secretarial in Petra Energy Berhad.

MS LEE CHIN SHIN Ms Lee Chin Shin joined SYABAS on 18 April 2013 as General Manager of the Finance & Aged 45 Accounts Department. She graduated with a Bachelor of Accounting (Hons) Degree from Malaysian the Universiti of Malaya in 1992 and is a member of the Malaysian Institute of Accountants General Manager, (“MIA”) and Malaysian Institute of Certifi ed Public Accountants (“MICPA”). Prior to joining Finance & Accounts Department SYABAS, she was a Manager with HL Management Co Sdn Bhd.

Puncak Niaga Holdings Berhad Annual Report 2012 70 Encik Taufi k Afendy Othman joined PNSB in 1997 as an Engineer before he was assigned to SYABAS in 2005 as Secretary of Works for the Hulu Langat District. He was promoted thrice before assuming his current position as General Manager, Administration Department in 2013. He graduated with a Bachelor of Chemical Engineering (Hons) Degree from the Key Universiti Teknologi Malaysia in 1992 and a Master of Industrial Safety Management from Personnel the Universiti Kebangsaan Malaysia in 2009. Prior to joining PNSB, he was the Maintenance Profi le - SYABAS Improvement Engineer with H & R Johnson Bhd.

ENCIK TAUFIK AFENDY OTHMAN Aged 44 Malaysian General Manager, Administration Department

ENCIK WAN ABD AZIZ WAN MUDA Encik Wan Abd Aziz Wan Muda joined SYABAS in 2005 as Manager, Contract & Procurement Aged 46 Department. He was later promoted thrice before assuming his current position as General Malaysian Manager, Contract & Procurement Department in 2013. He holds a Bachelor of Quantity General Manager, Surveying (Hons) Degree from the Universiti Teknologi Malaysia in 1998. Prior to joining Contract & Procurement Department SYABAS, he was the Contracts Manager with U-Wood Holdings Bhd.

MR KELVIN SIEW WENG HOE Aged 37 Mr Siew Weng Hoe (Kelvin) joined SYABAS in 2005 as a Technical Manager, Petaling Malaysian District. He was promoted thrice before assuming his current position as General Manager, General Manager, Kuala Lumpur District in 2013. He graduated with a Bachelor in Civil Engineering from the Kuala Lumpur District Universiti Putra Malaysia in 1999. Prior to joining SYABAS, he was the NRW Engineer with Central Region Premier Ayer Sdn Bhd. District Department

Annual Report 2012 Puncak Niaga Holdings Berhad 71 YBhg Dato’ Syed Danial Syed Ariffi n was appointed to the Board of Sino Water Pte Ltd (“Sino Water”) and as the Chairman of Sino Water on 1 January 2010, respectively. He is the Chief Operating Offi cer of Puncak Niaga Holdings Berhad (“PNHB”) and Managing Director of Puncak Niaga (M) Sdn Bhd (“PNSB”). YBhg Dato’ Syed Danial is a civil engineer by profession and has been with the PNHB Group since December 1995. He holds a BSc (Hons) Degree in Key Civil Engineering from the University of Aston in Birmingham, United Kingdom. Personnel As Chairman of Sino Water, YBhg Dato’ Syed Danial Syed Ariffi n is responsible for the Profi le - stewardship of the Board of Sino Water and its subsidiaries in the People’s Republic of China. Sino Water The full details of YBhg Dato’ Syed Danial’s profi le are as detailed on page 49 of this Annual Report.

YBHG DATO’ SYED DANIAL SYED ARIFFIN Aged 55 Malaysian Chairman, Sino Water Pte Ltd

Ir Tan Hui Kuan was appointed as Managing Director of Sino Water on 8 June 2011. He is the Chief Operating Offi cer of PNSB. Ir Tan Hui Kuan graduated with a Bachelor of Engineering (Civil) (Hons) Degree from the University of Malaya in 1979.

As the Managing Director of Sino Water, Ir Tan Hui Kuan is responsible for the day-to-day IR TAN HUI KUAN management, operations and project implementation of all projects undertaken in the Aged 59 People’s Republic of China including identifying potential projects, liaisons with the regulatory Malaysian authorities and provincial heads of the respective government bureaus. Managing Director, Sino Water Pte Ltd The full details of Ir Tan Hui Kuan’s profi le are as detailed on page 56 of this Annual Report.

Puncak Niaga Holdings Berhad Annual Report 2012 72 YBhg Tan Sri Dato’ Sri Dr Wan Abdul Aziz Wan Abdullah was appointed to the Board of GOM Resources Sdn Bhd (“GOM Resources”) on 1 March 2013.

YBhg Tan Sri Dato’ Sri Dr Wan Abdul Aziz graduated with a Bachelor of Economics (Honours) Key from the University of Malaya, Masters in Philosophy (Development Studies) from the Institute of Development Studies, University of Sussex, Brighton, UK and obtained a Ph.D. Personnel (Economics) from the School of Business and Economic Studies, University of Leeds, UK. He also attended the Advanced Management Program at Harvard Business School, Harvard Profi le - University, Boston USA. POG & GOM YBhg Tan Sri Dato’ Sri Dr Wan Abdul Aziz has spent more than 37 years in the Public Service Resources with vast experiences in fi nance and economic sectors. He began his career in 1975 as the Assistant Director in the Economic Planning Unit (EPU), Prime Minister’s Department and was promoted to Senior Assistant Director in 1984, before assuming the role of Director of Energy Section in the same department. In late 1998, YBhg Tan Sri Dato’ Sri Dr Wan Abdul Aziz was seconded by the to the World Bank Group, Washington D.C, USA as the Alternate Executive Director representing the South East Asia Group.

YBhg Tan Sri Dato’ Sri Dr Wan Abdul Aziz returned to Malaysia in 2001 and assumed the role of Deputy Under Secretary (Macro), Economics and International Division, Ministry of Finance (“MOF”). In 2004, he served the EPU, Prime Minister’s Department as Deputy Director General in the Macro Planning Division.

He was appointed as the Deputy Secretary General of Treasury (Policy), MOF in 2005 and was promoted on 28 February 2007 as the Secretary General of Treasury, MOF. He retired from the Public Service on 23 May 2008 and subsequently continued to serve as Secretary General of Treasury until 23 August 2012. YBHG TAN SRI DATO’ SRI DR WAN ABDUL AZIZ WAN ABDULLAH Currently, he is the Chairman of Malaysia Airport Holdings Berhad, Bank Pembangunan Aged 61 Malaysia Berhad, Bintulu Port Holdings Berhad, Samalaju Industrial Port Sdn Bhd, Syarikat Malaysian Jaminan Kredit Perumahan Berhad and Pembinaan BLT Sdn Bhd. He is also a Board Member Chairman, of Permodalan Nasional Berhad, Sime Darby Berhad, Sime Darby Motors Sdn Bhd, Felda GOM Resources Global Ventures Holdings Berhad, Felda Global Ventures Plantations Sdn Bhd and Johor Petroleum Development Corporation Berhad.

Encik Mohamed Sabri Zain was appointed President and Director of GOM Resources on 1 January 2013 and 8 January 2013, respectively. He was appointed as Director of KGL Ltd. (“KGL”) on 7 March 2013. He holds a Bachelor of Science Degree in Petroleum Engineering from the University of Wyoming, United States of America in 1978.

Prior to joining GOM Resources, Encik Mohamed Sabri Zain held senior management positions with established Oil & Gas (“OAG”) companies both locally and internationally such as the Vice President, Offshore Business of MISC Berhad in year 2010, the President of White Nile Petroleum Operating Company Ltd (“WNPOC”), a joint-venture operating company between Petroliam Nasional Berhad (“PETRONAS”) and Sudapet of Sudan (responsible for exploration, development and production of three blocks in Sudan from 2008 to 2010).

Encik Mohamed Sabri Zain has more than thirty four years of vast experience and versatility ENCIK MOHAMED SABRI in the OAG business covering domestic and international venture, with proven leadership MOHAMED ZAIN capabilities. He began his career in 1978 with PETRONAS Carigali as a Petroleum Engineer Aged 56 and had held various senior roles including, General Manager for PCSB’s various Divisions/ Malaysian Operations namely, PCSB Vietnam Operations, PCSB Development Division, PCSB Middle President, East & Asia Region and PCSB International Operations covering Vietnam, Indonesia, GOM Resources Myanmar, Pakistan, Turkmenistan, Uzbekistan, Malaysia-Thailand JDA and Sudan; and President, WNPOC in Sudan.

Annual Report 2012 Puncak Niaga Holdings Berhad 73 YBhg Dato’ Hashim Mahfar was appointed to the Board of Directors of Puncak Oil & Gas Sdn Bhd (“POG”) on 3 May 2010. He did his tertiary education in 1981 at the Universiti Teknologi MARA (“UiTM”) and attended the professional qualifi cation of the Institute of Chartered Secretaries and Administrators (UK). Throughout his career, YBhg Dato’ Hashim has been very much involved in the corporate services which includes legal and secretarial, contract Key administration, marketing and corporate fi nance. Personnel Profi le - POG & YBhg Dato’ Hashim Mahfar is responsible for the Corporate & Business Development of GOM Resources GOM Resources and Puncak Group’s Oil & Gas Division. YBHG DATO’ HASHIM MAHFAR Aged 53 Malaysian Director of POG/ Director and Senior Vice President, Corporate & Business Development Division of GOM Resources

Encik Angat Anum Lingoh is the Senior Vice President, Operations Division and was appointed as Director of GOM Resources on 21 February 2012.

Encik Angat Anum Lingoh graduated from the University of Newcastle in England with a B.Sc. in Mechanical Engineering. He started off as a Contracts Engineer in Sarawak Shell Berhad in August 1982 after which he held various technical and senior management positions in Shell and other Installation Contractors. He has more than 31 years of working experience in the Offshore Oil & Gas industry covering corporate offi ce, operations, project, fi nance and human resource management. He also majors in offshore pipeline and platform engineering, project management, installation, repairs replacements and commissioning. ENCIK ANGAT ANUM LINGOH Aged 57 Encik Angat Anum Lingoh had working experiences in major and established Oil & Gas Malaysian companies locally and internationally such as Sarawak Shell Berhad, Swiber Marine Director and Senior Vice President, (Malaysia) Sdn Bhd, Brunei Shell Petroleum Co, Technip Engineering in Brunei, Shell Operations Division of Petroleum Development Company of Nigeria, Tengizchevroil Chevron in Kazakhstan and GOM Resources Woodside Energy Limited in Australia.

YBhg Dato’ Mat Hairi Ismail obtained his Bachelor Degree in Accountancy from the Universiti Kebangsaan Malaysia in 1985. He began his career as an Accountant with the Jabatan Akauntan Negara Malaysia (JANM) in 1985 as Head of JANM in Labuan in 1989. YBhg Dato’ Mat Hairi was later appointed as the Representative Accountant of Malaysia in UK and EIRI Offi ce in London from 1990-1992 and upon his return to Malaysia, YBhg Dato’ Mat Hairi was appointed as Senior Accountant with the Langkawi Development Authority till 1994.

YBhg Dato’ Mat Hairi began his involvement in business in 1994 together with his elder brothers, YBhg Tan Sri Rozali Ismail and YBhg Dato’ Shaari Ismail to set up Puncak Niaga (M) Sdn Bhd (“PNSB”) which has now successfully become the leading regional integrated water, wastewater and environmental solutions provider. YBhg Dato’ Mat Hairi had held various positions within the PNHB Group including Executive Director of Finance & Corporate YBHG DATO’ Services, Executive Director in the Executive Chairman’s Offi ce and now as the Vice President MAT HAIRI ISMAIL of Human Resources & Administration Division and Information Technology Division for POG Aged 51 and Group. He was appointed as Director of GOM Resources on 2 January 2013 and Director Malaysian of KGL on 7 March 2013. Director and Vice President, Human Resources & Administration Division/ YBhg Dato’ Mat Hairi brings with him an extensive 27 years of experience in strategic Information Technology planning, corporate fi nance and business management to help build POG and Group to Division of GOM Resources become a signifi cant player in the Oil & Gas sector, both locally and internationally.

Puncak Niaga Holdings Berhad Annual Report 2012 74 Ir Nasir Ismail joined POG on 15 February 2012 as the Vice President, Tender & Contract Division. Ir Nasir was appointed Director of POG and GOM Resources on 21 February 2012 and Director of KGL on 27 April 2012.

Key Ir Nasir Ismail is a member of the Board of Engineers (BEM), MWA, SWAn, IWA, IACCM and Personnel Registered Gas Engineer with the Energy Commission, Ministry of Energy, Green Technology Profi le - POG & GOM Resources and Water. He holds a Bachelor of Science Degree in Civil Engineering from the Memphis State University, Tennessee, USA in 1985 and MSC in Environmental Engineering from the Shimane University, Japan in 1992.

Prior to joining POG, Ir Nasir was one of the task force members for the privatisation of IR NASIR ISMAIL Syarikat Bekalan Air Selangor Sdn Bhd (“SYABAS”) and has served PNSB since 1998 and Aged 50 his designation in SYABAS prior to joining POG was Senior General Manager, Contract & Malaysian Procurement Department. Ir Nasir had also served Majlis Perbandaran Seremban, Consulting Director and Vice President, Tender & Contract Division Engineer fi rms, contractors and Gas Malaysia Sdn Bhd. of POG & GOM Resources

Encik Jamel Salleh’s career started with Elf Aquitaine in 1986. Encik Jamel has more than ENCIK JAMEL SALLEH 25 years of working experience in the Oil & Gas Industry covering logistics, warehousing, Aged 54 project operations and business development. Malaysian Vice President, Business Development Encik Jamel has worked for major and established OAG companies locally and internationally Department of such as Idemitsu Exploration of Japan, Agip Ltd of Italy, PCSB (Baram Delta Operation), GOM Resources Carigali-Triton Operating Co Sdn Bhd (“CTOC”), Carigali-HESS Operating Co Sdn Bhd and PJ Energy Services Co. Ltd of Thailand.

Puan Halizah joined POG Group in 2011. Puan Halizah obtained her Bachelor Degree in Civil Engineering from the University of Miami, USA in 1985 before pursuing her Masters in 1989. Puan Halizah is a member of the Board of Engineers Malaysia and American Society of Civil Engineers.

Puan Halizah began her career as a Design Engineer with Bemax of Florida, USA before PUAN HALIZAH KAMARUDIN embarking into the dynamic Oil and Gas Industry in 1991 with ESSO Production Malaysia Aged 49 (EPMI) as a Structural Engineer. In her 21 over years’ experience, Puan Halizah has held Malaysian various positions from Structural Engineer, Project Engineer, Senior Project Engineer and Vice President, now Vice President, Marine Services Department. Marine Services Department of GOM Resources Puan Halizah brings with her a wide technical and management qualifi cations with an impressive track record of hands on experience in Project Management.

Tuan Haji Abu Samad Nordin joined GOM Resources as Vice President of Exploration & TUAN HAJI ABU Production Division. He obtained his BSc. Degree in Geology from the University of Malaya SAMAD NORDIN in 1976 and a Master Degree in Earth Resources Management from the University of South Aged 60 Carolina, USA in 1993. Malaysian Vice President, Exploration & Production Tuan Haji Abu Samad began his career with Petronas in 1976 and held various positions from Department of Geologist to General Manager. His experience covers both local and international Exploration GOM Resources Operations. Tuan Haji Abu Samad brings with him 34 years of technical experience in the upstream operations.

Annual Report 2012 Puncak Niaga Holdings Berhad 75 Madam Yan Siew Ching joined GOM Resources in 2012. Madam Yan received her Bachelor of Business in Accountancy in 1990 from the Royal Melbourne Institute of Technology (RMIT), Australia and is a Chartered Accountant (MIA).

Madam Yan started her career in 1991 with Kassim Chan & Co (Delloitte Touche) before Key serving Pricewaterhouse Coopers (PWC) as Audit Senior in 1993. Madam Yan has served Personnel Profi le - POG & many established companies in Malaysia such as Kvaerner (Malaysia) Sdn Bhd, EON Berhad, GOM Resources KUB Malaysia Berhad, SYABAS and SCOMI Engineering Bhd in her 21 years of working experience.

MADAM YAN SIEW CHING Aged 45 Malaysian Vice President, Finance & Accounts Division of GOM Resources

Encik Azman joined GOM Resources in 2012. Encik Azman obtained his BSc. in Mechanical Engineering from the University of Glasgow in 1987 before obtaining his MBA from the Universiti Kebangsaan Malaysia in 2004. He received his Dredgemaster Certifi cate of Competency in 1982 and is a Member of the American Society of Safety Engineers (ASSE) in 1991.

Encik Azman has over 25 years of Oil & Gas (“OAG”) Industry experience mainly in the installation of subsea pipelines, installation of platforms and jackets, SBMs, FSO, underwater ENCIK AZMAN SHABUDIN diving and ROV inspection, repair and maintenance of OAG facilities. Aged 53 Malaysian Encik Azman worked for many established OAG companies such as Sarawak Shell Berhad, Vice President, Esso Production Malaysia Inc, TL Offshore Sdn Bhd, Sapura Energy Sdn Bhd and Alam Special Project Maritim Group and has held various positions such as Construction Superintendent, Senior of GOM Resources Operations Manager and Managing Director.

Encik Zameri Embong commenced his career in 1989 as a Sub-Surface/Reservoir Engineer and has more than 23 years of working experiences, Encik Zameri has worked for Petronas, Petronas Carigali Sdn Bhd (“PCSB”), Petrofac and Sarawak Shell Berhad in various capacities including Project Manager (Petronas Group Tender & Contracts), Senior Manager (PCSB-SCM), General Manager (PCSB-SCM), Head (PCSB Well Operations) and Head ENCIK ZAMERI EMBONG of Business Development (Petrofac E&C) and Senior Procurement Manager (Projects) for Aged 47 Sarawak Shell Berhad. Malaysian Vice President, Commercial & Risk Encik Zameri received his BSc in Petroleum Engineering from the University Technology of Department of Malaysia in 1987 and brings with him wide management experience in the OAG strategy, GOM Resources contracts and procurement operations.

Puncak Niaga Holdings Berhad Annual Report 2012

With teamwork, there are no limits to growth 78

Five-Year Financial Highlights

31 Dec 12 31 Dec 11 31 Dec 10 31 Dec 09 31 Dec 08 (Restated) (Restated) (Restated) (Restated) RM’000 RM’000 RM’000 RM’000 RM’000

KEY RESULTS Revenue 3,743,935 2,591,509 # 2,055,523 # 2,089,855 # 2,062,653 # Profi t before tax 298,304 (74,572) # (108,658) # (78,979) # (313,185) # Net Profi t attributable to owners of the parent 238,082 9,911 # ^ (19,524) # ^ 6,240 # ^ (123,816)# ^

STATEMENTS OF FINANCIAL POSITION Property, plant and equipment 462,231 452,829 # 245,324 # 234,313 # 254,451 # Service concession assets 7,686,187 7,694,674 # 7,685,002 # 7,647,906 # 7,600,899 # Other non-current assets 3,221,178 2,421,135 # ^ 1,182,934 # ^ 1,161,173 # ^ 966,110 # ^ Current assets 2,064,866 1,738,017 2,395,880 1,994,738 1,388,883

Total assets 13,434,462 12,306,655 11,509,140 11,038,130 10,210,342

ISSUE AND PAID-UP CAPITAL Share capital 411,143 411,143 411,143 411,143 411,143 Reserves 95,848 (138,931) # ^ (199,562) # ^ (135,749) # ^ (54,092) # ^

Equity attributable to owners of the parent 506,991 272,212 # ^ 211,581 # ^ 275,394 # ^ 357,051 # ^

Net assets per share attributable to owners of the parent (RM) 1.24 0.67 # ^ 0.52 # ^ 0.67 # ^ 0.87 # ^

RATIOS AND STATISTIC Net profi t margin attributable to owners of the parent (%) 6.36 0.38 # ^ (0.95) # ^ 0.30 # ^ (6.00)# ^ Basic earnings per share attributable to owners of the parent (sen) 58.20 2.42 # ^ (4.77) # ^ 1.53 # ^ (30.27)# ^ Loans and borrowings (RM’000) 5,655,789 5,512,129 5,486,963 5,376,769 4,462,226 Service concession obligations 4,046,085 4,169,538 # 4,285,000 # 4,369,135 # 4,444,042 # Gearing ratio (%) 96 98 # ^ 98 # ^ 98 # ^ 100 # ^ Current ratio (times) 0.70 0.78 # 0.85 # 1.22 # 0.98 #

# These comparatives have been restated to take into account the effects of the adoption of IC Interpretation 12 : Service Concession Arrangement ^ These comparatives have been restated to take into account the effects of the adoption of MFRS

Annual Report 2012 Puncak Niaga Holdings Berhad 79

REVENUE

RM’000 1,000,000 1,500,000 2,000,000 2,500,000 3,000,000 3,500,000 4,000,000 500,000

0 Five-Year 2012 3,743,935 Group 2011 2,591,509 Performance 2010 2,055,523

2009 2,089,855

2008 2,062,653

NET PROFIT ATTRIBUTABLE BASIC EARNINGS PER SHARE ATTRIBUTABLE TO OWNERS OF THE PARENT TO OWNERS OF THE PARENT RM’000 Sen -150,000 -100,000 100,000 150,000 200,000 250,000 -50,000 50,000 -40 -30 -20 -10 10 20 30 40 50 60 0 0

2012 238,082 2012 58.20

2011 9,911 2011 2.42

2010 (19,524) 2010 (4.77)

2009 6,240 2009 1.53

2008 (123,816) 2008 (30.27)

EQUITY ATTRIBUTABLE TO OWNERS TOTAL ASSETS OF THE PARENT RM’000 12,000,000 15,000,000

RM’000 3,000,000 6,000,000 9,000,000 100,000 500,000 600,000 200,000 300,000 400,000 0 0

2012 506,991 2012 13,434,462

2011 272,212 2011 12,306,655

2010 211,581 2010 11,509,140

2009 275,394 2009 11,038,130

2008 357,051 2008 10,210,342

NET ASSETS PER SHARE ATTRIBUTABLE TO OWNERS OF THE PARENT RM 0.6 0.3 0.9 1.2 1.5 0

2012 1.24

2011 0.67

2010 0.52

2009 0.67

2008 0.87

Puncak Niaga Holdings Berhad Annual Report 2012 80

Share Price & Volume Traded

SHARE PRICE MOVEMENT

2012 2013 Jan Feb Mar Apr May Jun Jul Aug Sept Oct Nov Dec Jan Feb Mar Apr

Volume of Shares 83,090 167,000 94,550 27,560 50,977 22,632 48,810 15,541 10,501 15,212 7,045 8,354 12,891 33,955 65,056 111,330 Traded (‘000)

PNHB Monthly 1.17 1.55 1.43 1.38 1.33 1.31 1.31 1.31 1.32 1.34 1.31 1.25 1.21 1.29 1.47 1.76 Average Closing Prices (RM)

FTSE Bursa 1,521 1,570 1,596 1,571 1,581 1,599 1,632 1,646 1,637 1,673 1,611 1,689 1,628 1,638 1,672 1,668 Malaysia Kuala Lumpur Composite Index (“KLCI”) Monthly Average Closing Prices

2.0 2,000 KLCI 1.5 1,750 Share Price (RM) 1.0 1,500

200,000 Volume of Shares Traded (‘000)

150,000

100,000

50,000

0 Jan Feb Mar Apr May Jun Jul Aug Sept Oct Nov Dec Jan Feb Mar Apr 2012 2013

Volume of Shares Traded PNHB Monthly Average Closing Prices Kuala Lumpur Composite Index (KLCI) Monthly Average Closing Prices

Annual Report 2012 Puncak Niaga Holdings Berhad 81

Financial Calendar

2012 2013

29 MAY 2012 28 FEBRUARY 2013 TUESDAY THURSDAY First Quarter Results Fourth Quarter Results ended 31 March 2012 ended 31 December 2012

29 AUGUST 2012 29 APRIL 2013 WEDNESDAY MONDAY Second Quarter Results Audited Financial Statements ended 30 June 2012 for the financial year ended 31 December 2012

27 NOVEMBER 2012 TUESDAY 4 JUNE 2013 TUESDAY Third Quarter Results ended 30 September 2012 Published Annual Report 2012

26 JUNE 2013 WEDNESDAY Sixteenth Annual General Meeting

PuncakPuncak NiNiagaaga HHoldingsoldings BBerhaderhad Annual Report 2012 Nothing builds teamwork as effectively as challenges

84 2012 MARKED ANOTHER SUCCESSFUL YEAR FOR PUNCAK NIAGA (M) SDN BHD (“PNSB”) IN THE OPERATION OF ITS WATER TREATMENT PLANTS (“WTPS”) AND DAMS. DESPITE THE MANY CHALLENGES FACING THE COMPANY WHICH HAD A CONSIDERABLE IMPACT ON PNSB, PNSB’S FACILITIES PERFORMED ABOVE THEIR DESIGN SPECIFICATIONS TO PRODUCE HIGH VOLUMES OF TREATED WATER OF Operations EXCELLENT QUALITY, AND PNSB SUCCESSFULLY CARRIED OUT A NUMBER OF Review PLANT IMPROVEMENT WORKS, AS WELL AS INITIATING SOME IMPROVEMENTS Puncak Niaga WORKS IN 2012. THE IMPROVEMENTS MADE TO OUR PLANTS DURING THE LAST (M) Sdn Bhd YEAR FURTHER ENHANCED OPERATIONAL RELIABILITY AND EFFICIENCY AND ENABLED PNSB TO MEET AND INDEED EXCEEDED ITS KEY PERFORMANCE INDICATORS (“KPIS”) FOR WATER QUALITY AND PRODUCTION, BUT PNSB’S BOTTOM LINE INEVITABLY WAS AFFECTED BY THE BUDGETARY IMPASSE.

On a more positive note, environmental sustainability is a fundamental objective of PNSB, and in the year under review PNSB made further progress towards environmental sustainability. For more information on environment sustainability, please refer to the “Preserving Our Environment” section on pages 150 to 163 of this Annual Report.

WATER TREATMENT PLANT OPERATIONS

PNSB operates, manages and maintains 29 WTPs with a combined capacity of 1,930 million litres per day. PNSB delivered 711.00 million cubic metres of treated water in 2012, 1.07% more than the 703.48 million cubic metres produced in 2011. Higher demand for treated water from Syarikat Bekalan Air Selangor Sdn Bhd (“SYABAS”) accounted for the increased production level.

In 2012, our WTPs submitted water samples to both our Central Laboratory and the Independent Laboratory to carry out 21,945 tests, and the results showed an impressive 99.8% compliance with the stipulated treated water quality standards.

A reliable supply of treated water is no less critical than its quality, and PNSB strives to limit the number of unscheduled WTP shutdowns to ensure that consumers can depend on a constant supply of treated water. During the year, however, rainfall caused landslips which resulted in increased water turbidity. Although the design capacity of the WTPs is adequate to cope with this eventuality, several crucial processes needed adjustment, for which SYABAS Capital Expenditure (“CAPEX”) Programme funding was not available. As a consequence, on various occasions a number of WTPs were compelled to shut down due to raw water violations. In total, in 2012, our WTPs experienced 337.57 hours of shutdown for reasons beyond our control (as shown in Table A). Despite this, throughout the year, all our WTPs consistently met production demands and PNSB was successful in providing dependable supplies of treated water.

Cause of WTP shutdown Hours of shutdown

Raw water violation 125.67 TNB power supply interruption 110.90 PNHB’s/ PNSB’s Pipe leak/burst 101.00 Headquarters in Wisma Rozali, Shah Alam Total Hours 337.57

Table A: Causes and number of hours of WTPs shutdown

Annual Report 2012 Puncak Niaga Holdings Berhad The performances of our WTPs in 2012 were as follows: 85

• The Sungai (“Sg”) Selangor Phase 2 (“SSP2”) WTP produced 347.40 million cubic metres of treated water, a slight decrease of 0.72% from the 349.92 million cubic metres recorded in 2011. The average daily production dipped to 951.79 million litres from 958.68 million litres in 2011, but the plant’s performance still exceeded its daily design capacity of Operations 950.00 million litres. Review Puncak Niaga • The Wangsa Maju WTP produced 15.71 million cubic metres of treated water in 2012, (M) Sdn Bhd 6.21% less than the 16.75 million cubic metres it generated in the previous year. The average daily production was 43.04 million litres as against 45.89 million litres in 2011. The plant’s daily design capacity is 45 million litres, and its daily designated quantity in accordance with the Concession Agreement is 31.50 million litres.

• The Sg Sireh WTP produced a total of 7.56 million cubic metres of treated water last year, recording an 8.46% increase on the 6.97 million cubic metres produced in 2011. The average daily production rose to 20.70 million litres from 19.10 million litres in 2011. The plant’s daily design capacity is 27.28 million litres.

• The Sg Lolo (new) WTP recorded 999,974 cubic metres of treated water production last In 2012, the year, representing a slight drop of 1.77% from the 1,017,998 cubic metres produced in 29 WTPs performed 2011. The average daily production was 2.74 million litres compared to 2.79 million litres admirably, both in in the previous year. The plant’s design capacity is 2.50 million litres daily. terms of quantity • 26 WTPs fall under the Privatisation Cum Concession Agreement dated 22 September 1994 and quality, (“PCCA”) and collectively, they produced 339.34 million cubic metres of treated water meeting SYABAS’ last year, a 3.20% increase from the 328.82 million cubic metres recorded in 2011. requirements for The average monthly treated water production for 2012 was 28.28 million litres against 27.40 million litres in 2011. The WTPs exceeded their monthly designated quantity of treated water and 26.28 million litres as stipulated in the PCCA. the Drinking Water Quality Standards In 2012, the 29 WTPs performed admirably, both in terms of quantity and quality, meeting as determined SYABAS’ requirements for treated water and the Drinking Water Quality Standards as determined by the Ministry of Health (“MOH”). by the Ministry of Health PLANT IMPROVEMENT WORKS

Refl ecting its steadfast commitment to providing a stable and effi ciently produced water supply, PNSB successfully carried out a number of plant improvement works in 2012.

Sg Langat WTP: Electrifi cation of Two Raw Water Pumps and Replacement of Bandscreen No. 2

The prime mowers of the 8 MDG raw water pumps were converted from diesel engines to electric motors. The electric motors are a more economical means of driving the pumps and have the added benefi t of generating less noise pollution and creating a cleaner environment.

A new chain link system, complete with nylon rollers, carbon steel pins and bushes was PNSB operates and installed to replace the worn-out Bandscreen No. 2. The refurbished Bandscreen has manages Sg Langat Dam enhanced screening at the intake, preventing unwanted fl oating debris from entering the WTP and damaging plant equipment.

Puncak Niaga Holdings Berhad Annual Report 2012 86 Cheras Mile 11 WTP: Replacement of Electrical Motor for Raw Water Pump

One of the two 4.5 MGD raw water pumps received a new electric motor. The old motor was then refurbished to its original condition and is now kept as a spare unit at the WTP.

Operations WTP: Installation of New Air Blower Review Puncak Niaga The plant’s fi lter back-washing system had been using air compressors until the 2012 (M) Sdn Bhd upgrade to a new, enhanced air blower. The upgrade has improved the fi lter’s performance and reduced the mud balls at the fi lter bed.

SSP2 WTP: Installation of New Post-Chlorine System

The new post-chlorine system replaced the older, ineffi cient chlorine system which had been running since the WTP’s inception in 1998 to achieve the operational requirement for treated water quality. Most of the original system’s internal and external components had corroded, and its performance was diminished.

In 2012, PNSB initiated the following plant improvement works:-

• Replacement of fi lter media and associated works for the Gombak WTP, Sg Batu WTP, North Hummock WTP and Rantau Panjang WTP • Installation of auto-chlorine emergency shut-off system at seven WTPs namely, Sg Pangsoon WTP, WTP, Sg Rumput WTP, WTP, Batang Kali WTP, Sg Buaya WTP and North Hummock WTP • Installation of new overhead cable at the Cheras Mile 11 WTP • Rehabilitation and upgrading of 110VDC supply system at the SSP2 WTP • Rehabilitation and upgrading of condition monitoring system at the SSP2 WTP • Rehabilitation and upgrading of pre-chlorination system at the SSP2 WTP • Upgrading of Siemens S5 PLC to Siemens S7 PLC system at the SSP2 WTP • Rehabilitation and upgrading of automation system for fi ltration plant at the Wangsa Maju WTP • Rehabilitation of automation system for fi ltration plant at the SSP2 WTP • Installation of automatic carbon dioxide fi re suppression system at the Sg Langat WTP

WATER FILTER PERFORMANCE

We continuously and constantly monitor the water fi lter performance by tracking each fi lter’s running hours as fi ltration is the fi nal step in the water treatment process, removing fi ne suspended solids remaining after the clarifi cation process, and further cleansing and polishing the treated water.

Details of the Filter Performance Monitoring are set out under the “Preserving Our Environment” section on pages 150 to 163 of this Annual Report.

Water Quality Testing at WTP

Annual Report 2012 Puncak Niaga Holdings Berhad Raw Water Drawn for Treatment 87

The following table summarises the amount of raw water drawn from the various rivers and dams for treatment at PNSB’s WTPs in 2012.

No. Source Volume withdrawn (m3) Operations Review 1 Sg Selangor 393,963,473 Puncak Niaga 2 Sg Bernam 11,526,977 (M) Sdn Bhd 3 Sg Dusun 488,755 4 Sg Tengi 635,379 5 Sg Batang Kali 5,044,594 6 Sg Darah 206,627 7 Sg Gerachi 2,420,317 8 Sg Inki 2,308,354 9 Sg Ampang 6,807,759 10 Sg Gombak 12,417,835 11 Sg Rumput 416,262 12 Sg Rangkap 3,256,339 13 Sg Kepong 858,433 14 Sg Langat 193,552,339 15 Sg Labu 1,808,958 16 Sg Pangsoon 1,358,180 17 Sg Lolo 1,754,583 18 Sg Serai 435,435 19 Sg Sireh 9,375,357 20 Klang Gates Dam 63,216,187 Sedimentation tank at 21 Tasik Subang Dam 5,072,407 Sg Batu WTP 22 Batu Dam 45,317,890

Total 762,242,440

DAM OPERATIONS

PNSB operates and maintains the Sg Langat, Klang Gates and Tasik Subang Dams in accordance with the Guidelines for Operation, Maintenance and Surveillance of Dams issued by the Malaysian Inter-Departmental Committee on Dam Safety, October 1989. Performance in 2012 was good, and there was no critical storage drawdown at any of the Dams.

During the year, total annual rainfall at two of the three Dam catchment areas was lower than the mean average rainfall based on data from 1998 to 2011, but higher at the third Dam catchment area, as shown in Table B:- Mean Variance Annual rainfall average rainfall against Dam 2012 (mm) 1998–2011 (mm) average (%)

Sg Langat Dam 2,291.70 2,399.41 -4.49 Klang Gates Dam 2,805.90 2,824.35 -0.65 Tasik Subang Dam 2,804.00 2,457.41 14.10 Actifl o plant inspection at SSP2 WTP Total 7,901.60 7,681.17

Table B: Annual Rainfall 2012

Puncak Niaga Holdings Berhad Annual Report 2012 88 To ensure the safety and stability of the Dams, PNSB completed an annual Dam Visual Safety Inspection in 2012, including a fi eld inspection and an instrumentation analysis for all major Dam structures and M&E equipment. No major defi ciencies were identifi ed except for the gate and control valves at the Sg Langat Dam drawn off tower, which need to be replaced on an urgent basis. The replacement work is presently undertaken by the Selangor State Operations Government through their appointed consultant and contractor. Review Puncak Niaga The Dam operations staff utilise the Reservoir Operations Rules Curves (“RORC”) methodology (M) Sdn Bhd to decide a release rate from the dams based on current dams storage and expected rainfall throughout the year. This helps the operators to meet the demand from the WTPs while conserving as much reservoir water as possible.

At Sg Langat Dam, the reservoir levels were maintained above RORC No. 1 throughout 2012, while at the Klang Gates Dam, the reservoir level was drawn down below RORC Nos. 2 and 3 from early September 2012 until the end of October 2012. The Tasik Subang Dam’s reservoir level was drawn down below RORC No. 1 from mid August 2012 until the end of October 2012. All three Dams, however, met the water demand of the respective WTPs.

With prudent, proper and effective planning for the management of the dams, PNSB ensures With prudent, the sustainability of the water supply in Selangor and the Federal Territories of Kuala Lumpur proper and and Putrajaya. effective planning One component of PNSB’s commitment to corporate social responsibility (“CSR”) is a standing for the management invitation to the various stakeholders to visit the dams with the objective of educating guests of the dams, on the dams’ functions and operations. In 2012, PNSB welcomed visitors from schools, PNSB ensures the universities, government agencies, NGOs and the general public. Prominent organisations sustainability of that visited the dams included Jabatan Pengairan Dan Saliran, Pejabat Pegawai Keselamatan Kerajaan Malaysia and Lembaga Urus Air Selangor. the water supply in Selangor and the CERTIFICATIONS Federal Territories of Kuala Lumpur ISO 9001:2008 (Quality Management System) and Putrajaya In 2012, additional nine WTPs had been certifi ed with ISO 9001:2008 Quality Management System (“QMS”). As at August 2012, all Regional Offi ces and 26 WTPs have obtained the internationally recognised standard ISO 9001:2008 QMS certifi cation. The ISO 9001:2008 certifi cation refl ects PNSB’s commitment towards Quality Management in managing the WTPs.

ISO 14001 (Environmental Management System)

SSP2 WTP had successfully maintained the certifi cation until todate.

OHSAS 18001:2007 (Safety Management System)

27 of our WTPs and three Regional Offi ces have successfully maintained the certifi cation todate.

INFORMATION AND COMMUNICATIONS TECHNOLOGY (“ICT”)

In 2012, PNSB’s Information Technology Department (“ITD”) continued to introduce technologies that provide strategic tools for business success, implementing systems that reduce manual processes, improve work-fl ow and standardise procedures.

Annual Report 2012 Puncak Niaga Holdings Berhad Business Applications 89

ITD continued to enable process improvements and Standard Operating Procedures (“SOP”), and to centralise information via a work-fl ow application, working closely with each division to migrate all manual processes to the online system. ITD also implemented improved Human Resources Administration and Accounting systems that monitor manpower, manage capital Operations resources and analyse costing strategies. Review Puncak Niaga IT Infrastructure Platform (M) Sdn Bhd

ITD developed and deployed a computer data centre infrastructure, equipped with virtualised systems and high-availability system management. The data is designed to operate without downtime.

PREVENTIVE MAINTENANCE

Predictive & Preventive Plant Maintenance

Throughout the year we undertook systematic monitoring and maintenance of plant and equipment to ensure the smooth and continuous operation of all our 29 WTPs. Predictive and preventive plant maintenance follows an annual maintenance plan, and performance was closely monitored by two maintenance software systems, Maximo and Maintpro.

In 2012, our WTP staff conducted 25,128 preventive maintenance works. WATER FACTS

Preventive IT Maintenance A person can live for weeks Preventive IT Maintenance is important to ensure that all systems are running smoothly. As without food. in previous years, PNSB’s ITD continuously supported and maintained all the 29 WTPs via Without water, a person its programme of scheduled preventive IT Maintenance. For servers and critical equipment, can only live a few days preventive IT Maintenance is conducted every six months. For 2012, ITD conducted a PC replacement programme to further improve its productivity as well as to reduce maintenance cost. This programme shall be a continuous effort by ITD on a yearly basis for IT assets that are more than fi ve years old.

INNOVATIVE AND COST-CUTTING MEASURES

PNSB on a yearly basis conducts Innovative & Creative Circle (“ICC”) Programme to encourage staff to generate innovative inventions or measures.

Details of the activities and achievements of the Company’s ICC Programme are set out under the “Quality Policy & Report” section on pages 214 to 215 of this Annual Report.

ACHIEVEMENTS

On 11 October 2012, PNSB achieved the Bronze Award for the 12th Malaysia HR Awards 2012 Employer of Choice.

In 2012, the Sg Selisek, Kalumpang, Sg Batu, Bukit Tampoi, Wangsa Maju and SSP2 Water quality inspection WTPs won Gold (Class I) Awards from the Malaysian Society for Occupational Safety & at Central Laboratory Health (“MSOSH”), while the Sg Dusun and Ampang Intake WTPs received Gold (Class II) Awards from MSOSH. The National Council of Occupational Safety & Health (“NCOSH”) honoured the Sg Langat WTP with a Gold Trophy Award under the water utility sector on 30 October 2012.

PNSB’s Central Laboratory’s/SSP2 WTP Laboratory’s high standards for training, health and safety earned them the Institut Kimia Malaysia (“IKM”) Laboratory Excellence Award 2012 on 30 November 2012.

Puncak Niaga Holdings Berhad Annual Report 2012 90 THOUGH 2012 WAS ANOTHER CHALLENGING YEAR FOR SYARIKAT BEKALAN AIR SELANGOR SDN BHD (“SYABAS”), THE SOLE WATER DISTRIBUTOR FOR SELANGOR AND THE FEDERAL TERRITORIES OF KUALA LUMPUR AND PUTRAJAYA, THE COMPANY SUCCEEDED IN ACHIEVING ALL OF ITS KEY TARGETS FOR 2012. THE MANAGEMENT AND STAFF OF SYABAS REMAINED COMMITTED, DEDICATED AND Operations HARDWORKING TO CONTINUE TO DELIVER TO THE BEST OF THEIR ABILITIES Review IN 2012. Syarikat Bekalan Air CHALLENGES Selangor Water demand in 2012 in Selangor and the Federal Territories of Kuala Lumpur and Putrajaya grew with an average production for 2012 of 4.30% as compared to 2011, while the metered Sdn Bhd consumption grew with an average production for 2012 of 3.70% as compared to 2011.

Against this backdrop, in 2012, there was very tight treated water supply-demand situation in Selangor and the Federal Territories of Kuala Lumpur and Putrajaya which resulted in water supply interruptions from time to time in various areas namely, Sg Way in Petaling District, Hicom in Klang District, Bukit Gasing in Petaling District, Meru in Klang District, Wisma Putra, KL Sentral and Cheras in Kuala Lumpur District.

The reserve margin for the supply of treated water is standing at less than 3% of the average demand for Selangor and the Federal Territories of Kuala Lumpur and Putrajaya. The reserve margin will still remain below 3% of the average demand even with the completion in due course of the ongoing KeTTHA Mitigation 1 and Mitigation 2 Programme as approved by the Federal Government for increased treated water distributable capacity, as the supply capacity from these programmes can hardly meet the increasing water demand. Unless more programmes to increase the supply of treated water are implemented by the Government, the critical water supply situation will persist and continue into 2013 with the continued increase in demand for treated water but with limited additional distributable capacity.

The thin reserve margin of treated water supply with no certainty of any new additional water supply has compelled SYABAS not able to provide support of any new development projects due to consideration of the potential legal implication. In 2012, SYABAS deferred its support for 450 projects relating to additional water demand. This matter has been communicated to the regulator, the National Water Services Commission [Suruhanjaya Perkhidmatan Air Negara] (“SPAN”) for their direction.

The impending issue of the Selangor State Government’s Proposed Restructuring since 2008 and the refusal of the Selangor State Government from 1 January 2009 to either gazette the water tariff adjustment or to pay compensation in lieu thereof under the Concession Agreement dated 15 December 2004 signed between SYABAS, the Federal Government and the Selangor State Government (“SYABAS Concession Agreement”) continued, further add on to SYABAS’ constraints on its fi nancial capacity.

This also continued to prevent SYABAS from drawing down its arranged loan facilities or taking on any new commercial loans which resulted in insuffi cient cash fl ow to fully pay Media briefi ng on water crisis the water treatment operators. The accumulated outstanding debt to water treatment operators has sparked legal suits of claims by all the three water treatment operators, namely Konsortium ABASS Sdn Bhd (“Konsortium ABASS”), Syarikat Pengeluar Air Sungai Selangor Sdn Bhd (“SPLASH”) and Puncak Niaga (M) Sdn Bhd (“PNSB”). The cash fl ow problem has also further hampered the SYABAS Capital Expenditure (“CAPEX”) programme, which has remained frozen since 2008 except for very critical projects, particularly to reduce the Non-Revenue Water (“NRW”) and rehabilitating the old distribution assets.

Annual Report 2012 Puncak Niaga Holdings Berhad The frozen SYABAS CAPEX programme resulted in numerous and frequent pipe bursts and 91 water supply interruptions, to the inevitable detriment of service levels. In 2012, it was once again impossible to rehabilitate or upgrade many old assets, while some were required to operate in overload mode, thereby causing further failures. These occurrences whilst not only increased operation and maintenance costs, also thwarted any reduction in NRW, resulting in a higher purchase cost of treated water. Operations Review Despite the above challenges, SYABAS was able to meet the high expectations and high Syarikat demand of the consumers in Selangor and the Federal Territories of Kuala Lumpur and Bekalan Air Putrajaya in 2012 including solving the water crisis in Hulu Langat in 2012 and Wangsa Maju in the beginning of 2013. This was made possible mainly as a result of the dedication and Selangor commitment of the Management and staff of SYABAS to the consumers. Sdn Bhd

ACHIEVEMENTS

In 2012, despite the many challenges, SYABAS to the best of its ability, continued to maintain the high service levels as required by the SYABAS Concession Agreement and the Ministry of Health’s (“MOH”) National Standard for Drinking Water Quality (2004) (“NSDWQ”). As a result, SYABAS successfully exceeded the 2012 performance targets it had set for itself, which were higher than the requirements of the SYABAS Concession Agreement. In 2012, In a bid to continue to supply consumers with good quality treated water in 2012 with limited despite the many funding for CAPEX investment, SYABAS continued to focus on enhancing its operating challenges, SYABAS standards and effi ciency by upgrading and improving the existing Standard Operating Procedures (“SOP”), introducing new SOPs, researching into more effi cient methodologies to the best of its and making internal innovations with cost optimisation. ability, continued to maintain the SYABAS also implemented a very critical CAPEX programme with the limited approval of work programmes by SPAN in Selangor and the Federal Territories of Kuala Lumpur and high service Putrajaya and the programmes carried out were mainly for the rehabilitation and upgrading levels as required of pumphouses and leaking water tanks, improvement of distribution network to resolve low by the SYABAS pressures zones, and preventing the NRW from creeping up. Concession In 2012, SYABAS responded to 93.90% of all water quality complaints within half an hour Agreement and the and also boosted its Billing and Collection Effi ciency, the details of which are as set out in Ministry of Health’s the headings “Immediate Response to Consumer Complaints” and “Billing & Collection”, National Standard respectively in this Operations Review. for Drinking Water Despite the SYABAS CAPEX freeze, the average 2012 NRW level for Selangor and the Quality (2004) Federal Territories of Kuala Lumpur and Putrajaya was computed as 33.06%, and lower than the targeted 2012 NRW target of 33.49%. However, the NRW level increased by 0.75% compared with 2011 average of 32.31%. Details of NRW are set out under the heading “Non Revenue Water” of this Operations Review.

As part of SYABAS’ continuous effort to further enhance customer service, with effect from 1 January 2013, PUSPEL was upgraded to double its capacity to handle customer calls. Various upgrading of facilities were carried out too to provide better service to consumers including more conducive working environment for SYABAS staff.

In 2012, SYABAS received the Anugerah Industri Sukan Negara 2012 – Promosi Gaya Hidup Sihat Melalui Sukan. SYABAS also earned the Malaysian Society for Occupational Safety & Health (“MSOSH”) Awards for all of its ten districts in 2012. Seven Districts, namely Kuala Lumpur, Hulu Langat, Petaling, Gombak, Sabak Bernam, Hulu Selangor and Kuala Selangor obtained Gold (Class I) Awards. Three districts, namely Kuala Langat, Sepang and Klang, earned the Gold (Class II) Awards.

Three SYABAS districts were accredited with OHSAS 18001:2007 (Health and Safety). In addition, SYABAS’ Human Resources & Administration Department was awarded with ISO 9001:2008 certifi cation in 2012.

Puncak Niaga Holdings Berhad Annual Report 2012 92 WATER DISTRIBUTION SERVICES

In 2012, SYABAS distributed a daily average of 4,322 MLD of treated water to about 7.50 million residential and commercial consumers in Selangor and the Federal Territories of Kuala Lumpur and Putrajaya. This amounted to 179 MLD (4.30%) of treated water more than Operations in 2011. Review Syarikat SYABAS maintains 26,425 km of water pipes, 1,527 service reservoirs, elevated water tanks Bekalan Air and suction tanks; and 589 booster pumping stations. The number of these assets increased Selangor by 1.1%, 3.9% and 5.7% over the previous year’s count, respectively. Water supply coverage Sdn Bhd is 100% in urban areas and 99% in rural areas.

NON REVENUE WATER (“NRW”)

Progress to Date

In the eight years since the signing of SYABAS Concession Agreement, SYABAS has achieved a reduction in NRW from 42.78% as at 1 January 2005 to 33.06% as at 31 December 2012, as shown in Table A: Metered Water Input Consumption NRW Period MLD MLD MLD %

2005 3,766 2,155 1,611 42.78 2012 4,322 2,893 1,429 33.06 Difference in fi gures for 2005 and 2012 +556 +738 -182 -9.72

Note: (1) Unbilled Authorised Consumption averaging 0.5% has been included and counted as NRW

Table A: NRW Reduction Achievement

The average 2012 NRW recorded at 33.06% was compared favourably with the Company’s targeted 2012 NRW of 33.49%.

Since 2008, the CAPEX freeze has prevented SYABAS from carrying out any but very critical works to reduce NRW, and the saving from critical works is only suffi cient to offset the increase in leakage due to the Natural Rate of Rise. Nevertheless, despite limited CAPEX and the effect of the ageing distribution network in 2012, SYABAS was able to sustain the NRW at the level achieved by the end of 2008 recorded at 33.17%. Without the various diligent efforts by SYABAS, the NRW level would have crept up to a much higher level.

NRW Reduction Works in 2012

The replacement of 210 km of pipes under the KeTTHA Mitigation 1 Programme for 30 critical areas at an approved budget of RM170.0 million progressed on schedule. The four-year programme began in 2011 with a target completion date of 2014. Eight pipe replacement packages comprising 59 km of pipes were completed in 2012 and another 22 packages are SYABAS’ operation on scheduled to be implemented in 2013-2014. illegal water piping SYABAS was also granted approval by SPAN to carry out a number of critical NRW programmes using its own internal funding, as follows:-

(a) Between February and November 2012, large area pressure management using the Advanced Pressure Management (“APM”) system known as i20 technology was implemented for four new Pressure Management Zones (“PMZ”), namely Kuala Langat, Kuala Selangor and Hulu Selangor (two numbers). The pressure controls achieved a cumulative saving of 8 MLD as against a target of 4 MLD.

Annual Report 2012 Puncak Niaga Holdings Berhad (b) Between April and December 2012, i20 APM systems were installed at 20 zones in 93 existing District Metering Zones (“DMZ”) in the Petaling, Klang, Hulu Langat and Gombak Districts, saving 4 MLD, as per the target set previously.

(c) The NRW Phase 3 programme also continued. This is a long term performance contract awarded in 2007 for completion by the end of 2013 with a target to achieve a cumulative Operations saving of 300 MLD by June 2012. As at June 2012, a total saving of 303 MLD had been Review achieved. Syarikat Bekalan Air In addition, under the approved programmes for 2012, SYABAS embarked on two meter replacement programmes to further reduce commercial losses. Between May and December Selangor 2012, 180,000 aged meters (nine years and above) were replaced, realising commercial Sdn Bhd gains of about 18 MLD. Meanwhile, the replacement of AMR EM Flow Meters at 100 large consumer accounts commenced in January 2013 and is expected to be completed by May 2013 with total predicted gains of 5 MLD.

Other NRW activities by SYABAS in-house teams included reservoir overfl ow monitoring and the maintenance and monitoring of 80 KTAK DMZ and 112 PMZ.

Factors such as the CAPEX freeze are outside SYABAS’ control and materially affect its ability to reduce NRW. Accordingly, to allow for the impact of these uncontrollable factors, SYABAS has applied to SPAN and the Selangor State Government to revise the NRW KPI target in SYABAS Concession Agreement to allow for the impact of the uncontrollable factors. To date no decision has been reached for the application.

CAPEX WORKS

Under the privatisation of water supply services in Selangor and the Federal Territories of Kuala Lumpur and Putrajaya, SYABAS, as the concessionaire, has put in place a CAPEX programme for the rehabilitation and upgrading of the water distribution assets it operates.

The CAPEX programme for 2011 and 2012 was funded mainly from RPS 2009 (RM65.24 million), RPS 2010 (RM131.60 million) and SYABAS’ internal funding (RM448.18 million). The cumulative CAPEX expenditure from 1 January 2005 to 31 December 2012 amounted to RM2,537.1 million.

In year 2012, a total expenditure of RM77.12 million has been invested to upgrade and rehabilitate the distribution infrastructure including replacement and/or repairing of leaking water tanks and slopes, improvement works to low pressure areas, improvement works for enhancement of water quality, pumphouse upgrading and rehabilitation works, ICT upgrading works, old pipes replacement works, etc.

As mentioned under the heading “Achievements” of this Operation Review, SYABAS also implemented very critical CAPEX programme with the approval by SPAN in Selangor and the Federal Territories of Kuala Lumpur and Putrajaya. The programmes carried out were mainly for the rehabilitation and upgrading of pumphouses and leaking water tanks, improvement of distribution network to resolve low pressure zones, and preventing the NRW from creeping up. In 2012, SYABAS managed to complete 30 projects and commenced 44 projects.

As mentioned under the heading, “Non Revenue Water” of this Operation Review, the SYABAS Consumer replacement of 210 km of pipes under the KeTTHA Mitigation 1 Programme for 30 critical Awareness Programme areas at an approved budget of RM170.0 million progressed on schedule with a target completion date of 2014.

Puncak Niaga Holdings Berhad Annual Report 2012 94 Operation Command Centre (“OCC”) and the Geographical Information System (“GIS”)

In 2012, OCC has further expanded by the implementation and integration of a few systems thus further improved its operational capabilities. A new 2 Mbps leaseline, fully operational in November 2012 cater for additional 2000 remote monitoring sites (originally 250 remote Operations sites). Review Syarikat The status of implementation of the GIS/SCADA/Hydraulic Modelling-related works as at Bekalan Air 31 December 2012 were as follows:- Selangor Phase 1A – Development of GIS (Infrastructure and Application) Sdn Bhd The GIS captures information on pipeline and reservoir for all ten Districts and as of 31 December 2012, registered 26,433 km length of pipeline, 1,527 service reservoirs and 589 booster pumping stations.

Phase 1B – Development of GIS (Geo-Coding)

2,566 major consumers (0.1 MLD) have been geo-coded in their respective Districts.

Phase 2 – Development of SCADA with GIS and Network Modelling

The data for the 250 remote sites can now be accessed and viewed over GIS system seamlessly without the need to access SCADA monitoring system directly which has only 20 connection licences to key Departments and users. This has made the SCADA data available to more staff for faster and better daily operation.

Phase 3 – Hydraulic Model

Hydraulic models for all ten Districts were completed and are being deployed for use of planning and operations.

WATER QUALITY ENHANCEMENT

In 2012, SYABAS complied fully with MOH’s NSDWQ and Quality Assurance Programme (“QAP”), as well as maintaining the Mandatory Level of Service (“MLS”) as stipulated in SYABAS’ Concession Agreement.

The quality of the water supplied from Water Treatment Plants into SYABAS’ distribution system is both systematically monitored by MOH by way of sampling and testing and is tracked by its QAP. In 2012, MOH had carried out tests or analyses based on monthly average of 2,696 (as at 31 December 2012) water samples from 1,107 (as at 31 December 2012) sampling stations located at various treatment plant outlets, balancing reservoir outlets, service reservoir outlets and at the distribution pipelines in the concession area.

Since 2008, SYABAS has been aggressively implementing a Water Quality Improvement Master Plan (“WQIM Plan”), and the results have been excellent. The details of the programmes under the WQIM Plan namely, the Air Scouring Programme and the Reservoir Cleaning and Briefi ng on water status by YBhg Dato’ Ir Lee at Inspection Programme are set out in the “Delivering Quality” section on pages 111 to 123 of Sg Langat WTP this Annual Report.

Annual Report 2012 Puncak Niaga Holdings Berhad Immediate Response to Consumer Complaints 95

In 2012, SYABAS achieved a 93.90% compliance rate in responding to consumer complaints within half an hour. The immediate response to consumer complaints did not achieve a 100% compliance rate due to the receipt of some complaints at night. The total number of consumer complaints received during 2012 was 2,278. Operations Review Consumer Awareness & Education Programme (“CAE Programme”) Syarikat Bekalan Air The CAE Programme’s goal is to instil public confi dence in the water quality provided Selangor by SYABAS and also to educate consumers about their responsibility for inspecting and Sdn Bhd maintaining their internal plumbing systems and storage tanks regularly. It also addresses misconceptions about household water fi lters. In 2012, SYABAS devised Standard Operating Procedures (“SOPs”) for the CAE Programme, as well as an enhanced consumer feedback survey to evaluate the programme’s effectiveness.

For further details of the CAE Programme, please turn to the “Preserving Our Environment” section on pages 150 to 163 of this Annual Report.

BILLING & COLLECTION

SYABAS revenue and cash fl ow rely heavily upon the effectiveness of its Billing & Recovery Department, and efforts are constantly made to enhance the systems and processes for peak effi ciency.

As at 31 December 2012, the total number of active water supply accounts stood at 1,857,349, representing a growth of 3.6% from the 1,793,580 accounts recorded in 2011. Total billings during the year under review stood at RM1.598 billion, 4.3% up from the billing recorded in 2011 of RM1.532 billion. Table B shows billing records over the last eight years, demonstrating a cumulative growth of 49.3%.

Year 2005 2006 2007 2008 2009 2010 2011 2012

Billing (RM million) 1,070.3 1,136.9 1,333.1 1,394.8 1,435.1 1,487.2 1,531.6 1,597.8

Growth (%) 8% 6% 17% 5% 3% 4% 3% 4%

Table B: Billing For The Last Eight Years

YBhg Dato’ Ruslan giving a speech during SYABAS’ monthly assembly

Puncak Niaga Holdings Berhad Annual Report 2012 96 Total current trade bill payments collected for the year stood at RM1.590 billion, of which is 4.0% higher than the RM1.529 billion collected in 2011. The overall 2012 collection effi ciency was 99.5%.

Total current trade receivables as at 31 December 2012 amounted to RM158.9 million, Operations representing a 9.1% increase on the RM145.7 million reported in 2011. The higher amount Review derived from the rise in total billings during the year and the increase in the amount of free Syarikat water rebate owed by the Selangor State Government. Bekalan Air Selangor The debtors’ turnover in 2012 (excluding the debt owed by the Selangor State Government) Sdn Bhd stood at an average of 36 days as compared to 34 days in 2011. Aggressive monitoring and controls were put in place by the Management for more effi cient recovery of debts.

Disconnection actions as enforcement for bills collection increased by 18.2%, from 155,409 disconnections in 2011 to 183,740 disconnections in 2012, while the reconnection ratio improved from 85.2% in 2011 to 85.7% in 2012, attributed to the improved communication procedures put in place for the benefi t of consumers.

MIGRATION OF BULK METER WATER SUPPLY ACCOUNTS TO INDIVIDUAL METER WATER SUPPLY ACCOUNTS (“MIGRATION”)

Migration of bulk meter water supply accounts to individual meter water supply accounts is still slow since it was available in May 2007.

As at 31 December 2012, a total of 1,295 applications involving 267,307 individual accounts were received by SYABAS for processing. Out of the total applications received, 568 Majlis Penyampaian applications involving 114,233 individual accounts were approved for Migration while 289 Hadiah Pelanggan Prihatin applications involving 61,047 individual accounts completed the Migration.

2007 – 2012 Bulk Meter Individual Particulars Account Account

No. of applications received 1,295 267,307

No. of applications approved 568 114,233

No. of applications approved and migrated 289 61,047

Table C: Progress of Migration from Bulk Meter Water Supply Accounts to Individual Meter Water Supply Accounts up to 31 December 2012.

The Migration to individual meter account would enable the individual dwelling unit in an apartment or condominium to enjoy the domestic tariff rate for landed premises. The individual meter would be read and billed by SYABAS, and will facilitate SYABAS to enforce actions for non-payment accounts by disconnecting individual accounts instead of the bulk meter accounts which will affect all units of apartment or condominium.

As shown in the above statistics, despite various efforts by SYABAS to promote Migration, Briefi ng on water crisis it has been slow due to various factors. One of the alternatives as proposed by SYABAS to that occured at four Districts, namely the authority is to make Migration mandatory, which is still pending the gazettement of the Petaling, Sepang, New Water Supply Rules under WSIA 2006. Hulu Langat and Kuala Langat Districts

Annual Report 2012 Puncak Niaga Holdings Berhad INFORMATION AND COMMUNICATION TECHNOLOGY (“ICT”) 97

In 2012, ICT reinforced its capability to meet the increasing needs of SYABAS users. The increasing number of end users has resulted in higher transaction counts and more data. ICT staff employed effective maintenance practices to ensure high availability with no major disruptions. The average monthly service availability for all systems was 99.98%. Operations Review SYABAS increasingly turns to ICT solutions to be more effective in its business activities, and Syarikat in 2012, the staff continued implementation of 32 system enhancements and initiated 12 new Bekalan Air projects. Some of the major projects included: Selangor Sdn Bhd • A long-term asset replacement programme which kicked off in 2012 to maximise the utilisation of assets whilst maintaining stable cash fl ow planning. • A new telephony system for the PUSPEL service centre which increased the number of lines to 120 to improve customers’ ability to access to PUSPEL. • BASIS server hardware upgrades and a back-up system for district offi ces to ensure continuous availability and accessibility without disruption. • New Spot Billing Machines and portable printers including Spot Meter Reading Software for the Billing & Recovery Department to replace the meter readers’ obsolete hand-held equipment. • The launch of the Development Plan Approval Submission Management System (“eDPLAS”) online, a value-added, internally developed initiative which allows users to apply to SYABAS online for water supply system plan approval. OIL & GAS • The implementation of a Point of Sale (“iPOS”) system, a new collection system for all SAVING TIPS SYABAS’ counters to simplify the collection process and to reduce maintenance cost. • Enhancement of the eMesra intranet portal, a one-stop centre for all electronic Keep your car communication between SYABAS’ employees, Departments and Districts, to ensure all well maintained information stays relevant and easy to access for SYABAS’ daily operation applications.

In conclusion, the ICT Department accomplished all of its goals for 2012.

Puncak Niaga Holdings Berhad Annual Report 2012 98 IN 2012, PNHB’S WHOLLY-OWNED SUBSIDIARY, PUNCAK OIL & GAS SDN BHD (“POG”) COMPLETED ITS FIRST FULL YEAR OF OPERATION IN THE OIL & GAS INDUSTRY VIA ITS WHOLLY-OWNED SUBSIDIARY, GOM RESOURCES SDN BHD (“GOM RESOURCES“) WHICH WAS ACQUIRED BY POG IN 2011. IT WAS A YEAR OF OUTSTANDING ACHIEVEMENT FOR PNHB GROUP IN THE OIL & GAS INDUSTRY. Operations REVENUE FOR THE OIL & GAS DIVISION ALMOST TRIPLED TO RM778.0 MILLION FROM RM289.5 MILLION IN 2011, CONTRIBUTING 20.8% OF THE GROUP’S REVENUE Review FOR THE YEAR 2012. Puncak Oil & Gas BACKGROUND World primary energy consumption is projected to grow by 1.6% p.a. over the period 2010 Sdn Bhd, to 2030, adding 39% to global consumption by 2030, with the annual growth rate standing GOM at approximately 2.0% over the next decade. Some 96% of the growth is expected to come from countries outside the Organisation for Economic Co-operation & Development (“OECD”) Resources area, with China as the most important consumer market. Sdn Bhd and In Malaysia, where oil output has been falling over the past years, fresh attempts are being KGL Ltd. made to enhance production from existing and marginal fi elds and to boost the development of new fi elds in deeper offshore areas. Under the Economic Transformation Program (“ETP”), the Government is working towards building Malaysia into regional oil storage and trading hub. In addition, Malaysia is set to emerge as a top petroleum investment spot in 2013, as Petroliam Nasional Berhad (“PETRONAS”) places renewed emphasis on maximising domestic oil resources after years of international expansion. Indeed, PETRONAS has announced a plan to raise capital expenditures to US$59 billion over the next fi ve years with the aim of increasing domestic production. Tower operations running anchors & Malaysia’s petroleum industry therefore looks set to start the year on an optimistic note. monitoring tension (Source: Statistical Review of World Energy, June 2012)

PUNCAK OIL & GAS SDN BHD (“POG”)

In addition to the six months (primary) contract awarded on 23 December 2011, POG managed to secure extension contracts from Perunding Ranhill Worley-Muhibbah Consortium to provide work barge, work boat and support vessels for a regasifi cation facilities project at Sungai Udang Melaka for Petronas Gas Bhd. The work barge can accommodate up to 300 workers while the work boat is used for anchor handling and towing. The contract also includes catering for contractor’s live-in personnel. The Project was completed on 31 October 2012.

In 2012, POG had a rationalization exercise. First, POG’s offi ce was relocated to Tower 1 Etiqa Twins, Jalan Pinang in June 2012. In October 2012, POG’s employees were seconded to GOM Resources to build a committed team to enrich the Oil & Gas Division with diversity skills and experiences to deliver exceptional results for the client.

GOM RESOURCES SDN BHD (“GOM RESOURCES”)

GOM Resources is involved in the business of engineering, procurement, installation and Construction crew working commissioning (“EPIC”) contracting services, subsea services and marine support services in the pipe tunnel to the offshore Oil & Gas industry in Malaysia. GOM Resources had a proven track record in undertaking oil and gas works, both at home and abroad with range of expertise from simple jobs to highly complex jobs.

KGL LTD. (“KGL”)

KGL is involved in the business of offshore leasing of vessels on bareboat basis. KGL owns the Derrick Lay Barge 264 (“DLB264”).

Annual Report 2012 Puncak Niaga Holdings Berhad In 2012, GOM Resources completed the works of the Integrated Transportation and 99 Installation of Offshore Facilities contract (2010-2012) for “Pipelay Barge Package A” for Petronas Carigali Sdn Bhd as awarded by Petronas (“KPOC Project 2010 - 2012”) and was subsequently further awarded the Offshore Installation Contractor (“OIC”) status, which entails a 3+1+1 contract (2010 to 2014). For the offshore installation and pipe laying works, GOM Resources operates the DLB264 which is owned by KGL. Operations Review In 2012, apart from the KPOC Project 2010-2012, GOM Resources successfully brought the Puncak following projects to completion: Oil & Gas 1. Kebabangan Petroleum Operating Company (KPOC) Sdn Bhd, - Installation of KBB 24” x 123 km pipeline from Sabah Oil Gas Terminal (“SOGT”) to GOM Kebabangan (“KBB”) Resources - Installation of KBB 14” x 123 km pipeline from SOGT to KBB Sdn Bhd and - Installation of KPOC - Malikai 1 km pipeline from KBB toward Malikai KGL Ltd.

2. Petronas Carigali Sdn Bhd (PCSB) - Installation of Bekok 6” x 7.6 km pipeline from Tiong A to Bekok A - Pre-commissioning of 24” x 140 km pipeline from SOGT to KNPGB

CHALLENGES

The Group’s Oil & Gas Division currently has only the Integrated Transportation and Installation of Offshore Facilities which has been renewed for one year (2013) with an extension option WATER FACTS of one year. The Oil & Gas Division will have to make greater business development efforts to gain other Oil & Gas projects locally and overseas. Water helps to maintain a healthy body weight One of the key challenges facing PNHB’s Oil & Gas Division during the year was the need to integrate the Oil & Gas personnel into the Group’s culture, vision and mission, apart from having to manage the human resources elements that arose from the impact of a company takeover.

Monthly management visit to the DLB 264 was arranged to meet the client and the offshore crew to show that the new management is serious in the new business and in the project operation works and take great interest and time to meet the client and crew. Many other activities were organised for the Oil & Gas Division’s staff such as luncheon, teambuilding, inter company bowling, majlis berbuka puasa and Safety Campaign.

It is pleasing to report that the integration was well managed and achieved not only harmoniously but successfully and a new and entrepreneurial team spirit was built within the Oil & Gas Division. The Oil & Gas Division personnel has also participated in the Transformation and Motivational Programme arranged by the Group to ensure that the Oil & Gas Division is united with the Group in its vision and mission.

ADVANCES IN INFORMATION TECHNOLOGY

In parallel with the integration, the Information Technology Department of GOM Resources had diligently addressed the Oil & Gas Division’s ever-changing technology needs to be in line with PNSB’s SAP system whereby the Oil & Gas Division had implemented a full SAP System which went live on 7 January 2013 to provide better support for the client and Stalk-on riser installation the staff. at KNPGB Platform

In 2012, apart from the successful implementation of a full SAP System, GOM Resources implemented a Computer Refresh Project whereby computers inventory was improved to better serve end-users; a GOM Resources Website (www.gomresources.com) was offi cially launched on 19 October 2012 to provide a greater emphasis on the range of products, services and vision and enable GOM Resources to communicate with the customers and to launch future online features and functionality; the existing GOM Resources network infrastructure was upgraded and confi gured into multiple segments or Virtual LANs.

Puncak Niaga Holdings Berhad Annual Report 2012 100 In 2012, KGL’s pipelay barge “DLB 264” was equipped with a satellite system (VSAT system) to provide data and voice communication service while at sea for the benefi ts of the crew/ staff and clients including contractors onboard the DLB 264.

ACHIEVEMENTS Operations Review For KPOC Project 2010-2012, GOM Resources successfully achieved a total Loss Time Injury Puncak free man-hours of 3,186,655 hours as at 31 December 2012, an outstanding achievement Oil & Gas in preventing work-place injuries. This was achieved via the enforcement of the HSE related Sdn Bhd, policies namely, HSE Protection Policy, Drug & Alcohol Abuse Policy, Smoking Policy and GOM Stop Work For Safety Policy. Resources Sdn Bhd and GOM Resources’ HSE motto is “Productivity is Priority, Safety is Mandatory”. KGL Ltd. Another milestone for GOM Resources in 2012 is the certifi cation from DNV Business Assurance Malaysia conforming GOM Resources’ Integrated Management System (“IMS”) accreditation, which consist of ISO 9001-2008 (Quality Management System), ISO14001- 2004 (Environment Management System), ISO/TS 29001-2010 (Petroleum, Petrochemical and Natural Gas Industries – Section Specifi c Quality Management System) and OHSAS One of the key 18001-2007 (Occupational Health and Safety Management System). challenges facing PNHB’s Oil & Gas BUSINESS DEVELOPMENT Division during the Apart from local ground, the Oil & Gas Division is also focusing on an ambitious programme year was the need of expanding abroad to ASEAN countries and Turkmenistan. to integrate the Oil & Gas personnel into In September 2012, GOM Resources set up an Exploration & Production (“E&P”) department for purposes of evaluating and to conduct business development locally and in overseas. the Group’s culture, vision and mission In 2013, POG incorporated a wholly owned limited company in The Republic of the Union of Myanmar, namely GOM Resources Limited, to undertake the business of transportation and installation of pipelines and other services for the onshore and offshore operations of the Oil & Gas industry. POG is currently in the process of registering a branch in Turkmenistan.

Looking ahead, POG Group will aim to clinch potential Oil & Gas Projects and contracts locally and overseas and is building a committed team with a wealth of skills and experiences to deliver exceptional results for the Group and the client. POG Group will continue to grow its Oil & Gas operations organically and/or by merger and acquisition, and aims to be the worthwhile contributor to the Group’s profi tability within the next one to two years.

Mattress installation on board DLB264

Annual Report 2012 Puncak Niaga Holdings Berhad Between 2000 and 2050, the global demand for water is projected to increase by 55%. Many 101 countries are increasingly recognising that water scarcity is a serious and growing concern. The inadequacy of the water supply will be further compounded by issues of water quality, and resolving the global water crisis will require a level of funding commensurate with the scale of the problem. Business (Source: Economic Intelligence Unit, December 2012 and World Bank, 2010) Expansion This situation augurs well for the Group to take on projects in the water, wastewater and environment related sector as well as the oil and gas sector, not just in Malaysia but in China, India and the ASEAN countries.

Nevertheless, given the volatile economic environment and political risks involved in overseas projects, our main focus remains the local market whilst cautiously looking at overseas for business expansion.

MALAYSIA

Sarawak The successful Rural Water Supply Project implementation of the Sarawak The Rural Water Supply Project in Sarawak (“Sarawak BALB Project”) is a Federal Government initiative designed to upgrade the living standards of the rural population of BALB Project Sarawak by providing clean piped water to over 91,000 households, thereby increasing the has given the water coverage from 59% to 90% by the end of 2012. RM1.378 billion has been allocated Group a presence for this purpose. in Sarawak’s The RM667.32 million contract for the Sarawak BALB Project clinched by the 40:60 waterworks unincorporated joint venture between Puncak Niaga Holdings Berhad (“PNHB”) and Quality industry sector Concrete Holdings Bhd, namely Konsortium Puncak Niaga Holdings Bhd – Quality Concrete (“KPNHB-QC”), from the Rural and Regional Development Ministry (“KKLW”) involves 15 Work Orders. The scope of works includes pipe laying, reticulation works, and the construction and commissioning of three water treatment plants (“WTP”), booster pumping stations and reservoir covering six divisions from Kuching to Sibu.

As at 31 December 2012, KPNHB-QC completed ten of the Work Orders. The remaining Work Orders are expected to be completed by mid 2013. The successful implementation of the Sarawak BALB Project has given the Group a presence in Sarawak’s waterworks industry sector and the Group is on the lookout to secure potential projects in East Malaysia in the near future.

Selangor

Kelana Jaya (“KLJ”) Line Extension Project

The KLJ Line Extension Project, PNSB’s RM15.3 million contract from Syarikat Prasarana Negara Bhd (“SPNB”) involving the relocation works of SYABAS water mains and Indah Water Konsortium Sdn Bhd (“IWK”) sewer pipes, is expected to complete in June 2013.

Project Mass Rapid Transit (MRT) Lembah Klang

The Relocation of The Existing Sewerage & Water Main For Cochrane Launching Shaft – Package D2 Project was awarded to PNSB by SPNB. It involved relocating SYABAS main pipes and carrying out cement/sand grouting for existing sewer main pipes under the existing road, and was completed on 15 March 2012.

Puncak Niaga Holdings Berhad Annual Report 2012 102 CHINA

In the coming years, GDP growth in China is expected to moderate from the nearly 10% recorded over the fi rst three decades of its reform period, though the growth rate should remain above 8% from 2013 to 2017. The projected slowdown is attributable to falling growth Business in demand for China’s exports combined with reduced labour force growth and the slackening Expansion of productivity gains as a result of the shifting of labour from agriculture to industry and the adoption of various technologies.

(Source: Organisation for Economic Co-operation and Development Southeast Asian Economic Outlook 2013)

In line with China’s rapid development, however, the need to tackle the issue of water supply and quality is especially acute. Indeed, water pollution is so widespread that 21% of available surface water resources are unfi t even for agriculture.

(Source: 2030 Water Resources Group, 2009)

Via its 98.65% owned Singapore subsidiary, Sino Water Pte Ltd (“Sino Water”), the PNHB Group has been in the China market since 2008 and, currently, its projects in China include both water supply and wastewater projects.

Lushan Water Supply Project Located in Lushan County, Pingdingshan City, Henan Province

Luwei (Pingdingshan) Water Co Ltd, a Sino Water 91.94% owned China subsidiary, supplies water from a 2.0 million-litre-per day (“MLD”) underground water well pumping station to around 6,400 consumer accounts in Lushan County township. Water is abstracted from underground and supplied directly to consumers by six pumping stations, with the daily supply ranging from 1.4 MLD to 1.8 MLD.

Phase 1 of the Lushan Water Supply Project, with an investment cost of RMB70.0 million, 66% funded by the World Bank Loan, involves rehabilitating the existing water distribution pipeline in Lushan County Township; building a new 30 MLD WTP and laying a 14.7 km raw water pipeline constructed of a combination of concrete and mild steel. This work is now complete and the WTP, which was successfully commissioned in November 2012, will become fully operational once the laying of the distribution pipeline crossing railway track is completed.

With the new 30 MLD WTP, the existing private wells will gradually be closed. Over the next two years, it is expected that the number of consumer accounts will increase from 6,400 to 24,000, with the daily supply volume increasing to more than 11 MLD. More effi cient systems for registering water usage, billings, collections and customer service will be established for implementation within the next two years in Lushan County Township to serve the estimated 130,000 population.

Binzhou Wastewater Project Luwei (Pingdingshan) Located in Yangxin County, Binzhou City, Shandong Province Water Co Ltd’s Administrative Building Sino Water’s wholly owned China subsidiary, Xinnuo Water (Binzhou) Co. Ltd (“Xinnuo Co Ltd”) is responsible for the construction of a 30 MLD wastewater treatment plant (“WWTP”) in two phases of 15 MLD each.

Annual Report 2012 Puncak Niaga Holdings Berhad The WWTP is designed to treat high strength wastewater mainly from four tanneries located in 103 Chen Lou Industry Park. The 15 MLD WWTP under Phase 1, with a total estimated investment cost of RMB43.0 million, became fully operational in August 2012 and the current treatment volume averages 5 MLD. Xinnuo Co Ltd has started billing the tanneries and collection is done via Laodian Town Government based on incoming wastewater fl ow, which is recorded at range of 2,500 – 3,000 m3/day. Business Expansion Due to the changes on the incoming waste parameters, after research was carried out by design institute and discussion with Yangxin County Government and Laodian Town Government, it was concluded that an upgrading to the existing treatment facility will be implemented. The upgrading work is expected to commence in May 2013 and completed by August 2013.

The operation of Binzhou WWTP has helped to clean up the wastewater discharge by factories, thus improving the environment in Chenlou Industry Park. By the end of 2013, Chenlou Industry Park will house seven tanneries and it is expected that the daily wastewater discharge volume will increase to more than 10 MLD once the factories achieve full production.

With the development of tannery factories at the Chenlou Industry Park, it is expected that the 2nd phase work shall commence in 2015.

Luancheng Dayu Water Supply Project Located in Luancheng County, Shijiazhuang City, Hebei Province OIL & GAS SAVING TIPS Sino Water’s 83.99% owned China subsidiary, Luancheng Dayu Water Supply Co Ltd, supplies water to around 3,500 consumers in Luancheng County Township. Water is abstracted from Purchase a more underground and supplied directly to consumers by ten pumping stations, with the daily fuel effi cient vehicle supply ranging from 1.8 MLD to 2.5 MLD.

Yuanshi Industrial Water Supply Project Located in Yuanshi County, Shijiazhuang City, Hebei Province

Sino Water’s 80% owned China subsidiary, Hebei Sino Panlong Industrial Water Supply Co Ltd, uses gravity fl ow to supply water abstracted from the Ba-Yi Reservoir via a 15.5 km pipeline directly to the thermal plant in Yuanshi County. PNHB is currently conducting a feasibility study on Phase 2 of this project, consisting of a 60 MLD domestic WTP and 55 MLD industrial WTP. There were no major construction works in 2012.

INDIA

Inadequate water supply and sanitation remain major issues in India, and the Group is exploring ways to capitalise on the governmental budgets allocated to these works so as to expand its programme of overseas business development.

(Source: National Water Policy, New Delhi, 2002)

For the period 2012-2014, growth in India is anticipated to remain relatively subdued at around 7%, held back by monetary policy tightening, stalled reforms, fi scal defi cits, entrenched Luwei WTP’s Filter Gallery infl ation, and electricity shortages, all of which in turn hamper investment activity.

(Source: World Bank Global Economic Prospects Volume 5)

Puncak Niaga Holdings Berhad Annual Report 2012 104 Nevertheless, with India’s population of nearly 1.2 billion, the demand for both clean and continuous drinking water and effective wastewater management is vast, and the government has allocated substantial budgets for infrastructure improvement works that are likely to continue for the next decade. This presents the Group with immense opportunities for expanding its overseas operations. Business Expansion (Source: UNICEF India – Water Environmental and Sanitation)

PNHB’s wholly owned subsidiary in India, Puncak Niaga Infrastructures & Projects Private Limited (“PNIP Pte Ltd”) aims to establish itself as an effective Integrated Water, Wastewater and Environmental Solutions provider in India and to contribute signifi cantly towards the expansion of PNHB abroad. Accordingly, PNIP Pte Ltd is currently exploring new business opportunities in the area of integrated water-related projects in India.

ASEAN

Vietnam

In Vietnam, the GDP growth rate over the last ten years has averaged a relatively modest 7.3%, dampened by low internal and external demand. Externally, growth has been weakened in particular by the Eurozone crisis, the sluggish US recovery and slowing growth in China. The prospects for the year ahead are therefore not really positive.

(Source: HSBC Vietnam Economic Outlook 2012-2013)

PNHB’s Representative Offi ce in Ho Chi Minh City continues to be on the lookout for potential water-related projects as well as the possibility of collaborating with local Vietnamese partners for potential oil and gas projects in Vietnam.

Myanmar

The Company’s wholly-owned subsidiary, Puncak Oil & Gas Sdn Bhd (“POG”) has incorporated a wholly owned limited company in The Republic of the Union of Myanmar, namely, GOM Resources Limited, with an authorised capital of USD50,000.00 divided into 50,000 shares of USD1.00 each with 49,999 shares (99.99%) to be held by POG and 1 share (0.01%) to be held in trust by the Executive Chairman of PNHB, YBhg Tan Sri Rozali Ismail for the benefi cial owner, POG. The Form of Permit (Temporary) and a Certifi cate of Incorporation (Temporary) were dated 9 January 2013.

GOM Resources Limited will facilitate the PNHB Group to undertake the business of transportation and installation of pipelines and other services of the onshore and offshore operations of the oil and gas industry in Myanmar.

The PNHB Group is also exploring potential water and wastewater related projects in Myanmar.

Binzhou WWTP’s Oxidation ditch

Annual Report 2012 Puncak Niaga Holdings Berhad SYARIKAT BEKALAN AIR SELANGOR SDN BHD (“SYABAS”) 105

SYABAS ALWAYS GIVE ITS BEST TO PROVIDE ITS CUSTOMERS WITH SPEEDY, QUALITY, COURTEOUS AND EXCELLENT SERVICES. SYABAS HAS A HIGHLY ACCLAIMED AND AWARD WINNING ONE-STOP CONTACT CENTRE NAMELY, PUSAT PERKHIDMATAN PELANGGAN (“PUSPEL”)/CONTACT CENTRE, COUNTER SERVICES, Delivering UNIT KERJASAMA INFORMASI PELANGGAN (“YAKIN”) AND THE INDUSTRIAL Service CONSUMER UNIT (“ICU”) TO SERVE ITS CUSTOMERS AND TO ENSURE BEST QUALITY Excellence SERVICES AT ALL TIMES EVEN EXCEEDING OUR CLIENT CHARTER.

The fi ve major integrated core functions of the Customer Service Department established by SYABAS as one of several consumer-oriented efforts and initiatives for the benefi t of the consumers are namely, PUSPEL/Contact Centre, Counter Services, Unit Kerjasama Informasi Pelanggan (“YAKIN”), Industrial Consumer Unit (“ICU”), and Customer Database Management (“CDM”).

PUSPEL/Contact Centre

PUSPEL, a highly acclaimed and integrated consumer contact centre is one of several consumer-oriented efforts and initiatives for the benefi t of the consumers and the general public. PUSPEL has been entrusted to undertake vital roles in ensuring that consumers and the general public receive the highest level of services as prescribed in the Concession Agreement.

At PUSPEL, customers receive prompt feedback on all water and water supply related queries, reports and complaints in Selangor and the Federal Territories of Kuala Lumpur and Putrajaya. PUSPEL’s logo with the service motto, “Friendly, Committed, and Trusted”, launched on 10 January 2009 is a symbol of our relentless efforts and ongoing commitment to consumers.

PUSPEL operates 24 hours a day, 365 days a year. Customers may interact with PUSPEL staff via toll-free number, facsimile, Short Messaging Service (“SMS”), emails, and letters and follow PUSPEL via social network tools namely, Twitter and Facebook. In delivering service excellence, we are ensuring that we have various channels available for consumers to contact and interact with us easily and without hassle. PUSPEL’s staff practise “SMART” principles in their daily work, namely, S – Smile, M – Manageable, A – Accessible, R – Reliable and T – Timely.

PUSPEL maintains a CDM section. As at 31 December 2012, PUSPEL’s CDM maintains a total of 1,033,081 customer contacts via a web-based application called Customer Database Repository System (“CDRS”) which has been set up both at SYABAS’ headquarters and at all ten district offi ces. PUSPEL targets a total of 1.6 million customer contacts for the CDM by year end.

To ensure an immediate response to customer complaints, our PUSPEL agents are always ready to serve the consumers. All cases are recorded in our complaint management system known as the Pivotal System. The Contact Centre agents are able to update consumers on PUSPEL’s Call Agents the current status of their enquiries or complaints promptly. attending to telephone calls

PUSPEL toll free number, 1-800-88-5252, continues to be widely publicised for the benefi t of the consumers in Selangor and the Federal Territories of Kuala Lumpur and Putrajaya. In order to deliver service excellence, except during crisis situation, it is our general policy that all calls received must be picked up in less than 6 seconds and the handling time within three minutes. Consumers are assured that their complaints will be attended to and addressed immediately.

Puncak Niaga Holdings Berhad Annual Report 2012 106 PUSPEL continues to introduce initiatives and innovations that are geared towards increasing effi ciency and productivity at the workplace, while striving to minimise costs.

2008 2009 2010 2011 2012

Delivering Calls received 600,865 567,970 538,525 640,242 726,837 Service Cases for investigation and Excellence remedial action 196,813 204,430 202,270 223, 551 382,964 Remaining Calls * 404,052 363,540 336,255 416,691 343,873

* The remaining calls were either general inquiries and dropped calls (abandoned).

Table A: PUSPEL statistics of calls received

The number of calls received in 2012 increased by 13.5% to 726,837 calls compared to 640,242 calls in 2011. The Petaling District had the highest number of cases with 92,270 cases, followed by the Klang District and the Kuala Lumpur District with 68,524 and 60,807 cases, respectively.

Table B is a summary of pipe leaks and pipe bursts cases reported in 2011 and 2012. The PUSPEL cases were attended to within the targeted time, as shown in Table C which also show the continues to average number of hours the repair took to complete:- introduce initiatives 2011 2012 and innovations that Pipe leaks 72,824 88,870 are geared towards Pipe burst 5,093 4,864 increasing effi ciency Table B: Summary of cases for pipe leaks and pipe bursts and productivity at the workplace, Repair period as SYABAS Internal Average time provided in Concession target (hours) to complete while striving to Pipe Size Agreement (Target) for repair time repair (hours) minimise costs <200 mm <1 day 4 1.58 201-600 mm <2 days 10 6.58 601-1,200 mm <3 days 16 10.35 >1,200 mm <4 days 20 7.60

Table C: Summary of pipe repair cases

Type of cases 2011 2012

Water supply problems 174,572 311,853 Billing problems 23,890 30,402 Faulty water meters 13,024 24,188 Disconnections and related complaints 11,744 16,201 Others 321 320

Total 223, 551 382,964

Table D: Breakdown of Cases for Investigation and Remedial Action in 2011 and 2012

Based on Table D, cases of water supply problems increased from 174,572 in 2011 to 311,853 in 2012, a rise of 78.6%. During this time, cases of billing problems also rose by 27.3% to 30,402 cases in 2012, up from 23,890 cases in 2011. The cases of faulty water meter issues also rose from 13,024 cases in 2011 to 24,188 cases in 2012. The increase in cases are due to various reasons, inter alia, including the treated water shortage problem become more critical in year 2012, and the increased awareness of consumers in communicating with PUSPEL.

Annual Report 2012 Puncak Niaga Holdings Berhad In spite of the increase in cases for investigation and remedial action in 2012, PUSPEL 107 received 107 calls from consumers that commended its effi ciency and initiative.

In 2012, PUSPEL acknowledged all calls and correspondence within 30 minutes of receipt (“30 Minutes Target”). 100% of calls received and 99.25% of correspondence received surpassed the 30 Minutes Target. Nevertheless, there are calls that could not be received Delivering during peak period of water crisis situations. Service Excellence PUSPEL’s Key Performance Indicators (“KPIs”) were established to ensure that staff handle each call in the most effi cient and effective way. Below are our achievements in 2012:-

Criteria KPI Set KPI Achieved in 2012

% of abandoned calls Not >2% 13% (hourly average)

Average answering time 6 seconds 2 seconds

Average call handling time 3 minutes 3.01 minutes

% of call feedback 100% 100%

Table E: PUSPEL’s KPIs

As illustrated in Table E, PUSPEL exceeded all its KPI targets for 2012 except for percentage of abandoned calls, which is principally attributed to situations during the water crisis.

Visitors are always welcome to visit our PUSPEL/Contact Centre as we encourage knowledge sharing and exchange of information as well as discussions about areas of common interest in relation to treated water supply. This helps us to improve our services and to become a good role model for other companies.

In 2012, SYABAS hosted the following technical visits and briefi ngs for various agencies at SYABAS’ Headquarters and at the Contact Centre:-

DATE VISITORS

14 July 2012 Visit by KAIST-KYOTO-NTU-NUS Symposium to SYABAS

25 September 2012 Briefi ng and Delegation Visit by Majlis Keselamatan Negara Negeri to SYABAS and Puncak Niaga (M) Sdn Bhd (“PNSB”)

Counter Service

Counter Service serves as a “one stop solution centre” at all ten SYABAS’ District Offi ces. Among the services provided at the counter are: new applications, opening of new accounts, closing of accounts, change of account ownership, bill payment, checking and printing of bills, payment of arrears, disconnection of service on request, reconnection of service, work order change meter, meter testing, meter lost/faulty, refund of deposit, buying water via tanker, renting of static tank and general inquiries. To meet consumers’ expectations, we Visit by KAIST-KYOTO-NTU- seek to deliver these services in a manner that is committed, reliable and courteous, with our NUS Symposium to SYABAS speed of response as the key indicator.

PUSPEL constantly seeks to enhance its relationship with its customers and all counters adhere to PUSPEL’s code of ethics, “M.E.S.R.A.” which carries the meaning, M – “Minat” (Interest), E – “Efi sien” (Effi cient), S – “Sabar” (Patience), R – “Ramah” (Friendly) and A – “Adil” (Just).

Puncak Niaga Holdings Berhad Annual Report 2012 108 Walk-in customers can expect to be served within 15 minutes in accordance with SYABAS’ Client Charter and for this, PUSPEL achieved a Quality Management System (“QMS”) rating of 98.8%.

In 2012, the ten District Offi ces served 868,570 customers over the counter. In a bid to further Delivering improve our service, we conducted Professional Customer Service Training to equip our Service counter staff to handle customer queries in a courteous, polite and thoughtful manner. Our Excellence Head of Unit regularly conducts district site visits to check the smooth running of the counter services and the best of services in line with our service motto, “Friendly, Committed and Trusted” are provided.

Additionally, all counter services sections submit consumer survey forms twice a year to PUSPEL Headquarters, providing consumer feedback on ways to improve our services in the future.

PUSPEL’s “follow@puspel” online interaction channels on the social networks, Twitter and Facebook allow our customers to connect with SYABAS and to lodge their complaints or queries easily and effortlessly since their launch on 14 January 2010. As at 31 December 2012, PUSPEL had a total of 7,127 followers on Twitter and 12,883 friends and fans on Facebook. SYABAS is continuously seeking to make these online interaction channels more effective and interesting for our consumers.

Unit Kerjasama Informasi Pelanggan (“YAKIN”)

SYABAS’ Customer Service Department has a separate unit namely, YAKIN, which engages in community activities and programmes such as conducting site visits, briefi ngs on pipe replacement programmes, dialogue sessions, briefi ng and presentations, product and services demonstrations, public relations to promote consumer relationships with Residents’ Associations, “Ketua Kampong/Ketua Taman” and various agencies to give personalised service, creating awareness on issues relating to water supply and providing educational programmes for the community in Selangor and the Federal Territories of Kuala Lumpur and Putrajaya.

Skuad Ronda YAKIN and Sahabat Yakin are two of the main programmes spearheaded by YAKIN as its vehicles for enhancing consumer relationships and delivering educational and consumer awareness activities. The Sahabat Yakin programme focuses on briefi ngs, dialogues and product demonstrations and allow a free fl ow of communication between SYABAS and the consumers on matters related to water issues. The Skuad Ronda YAKIN programme is a customer relationship programme comprising personnel from YAKIN, and the Operation & Maintenance and Water Quality Departments of SYABAS together with the community leader, business community and consumers of a particular location to randomly check the standard and quality of water supplied by SYABAS at that particular area. The aim is to reassure consumers that SYABAS only supplies high quality water.

In 2012, YAKIN successfully conducted a total of 2,265 consumers education and awareness programmes/activities involving domestic consumers in Selangor and the Federal Territories of Kuala Lumpur and Putrajaya. The positive response received from the consumers involved Programme Sahabat YAKIN indicates that consumer satisfaction is our priority.

Annual Report 2012 Puncak Niaga Holdings Berhad Below is the breakdown of the total number of programmes held at each month throughout 109 2012 by YAKIN:- Number of Programmes Held by YAKIN in 2012

262 265 234 247 220 Delivering 193 193 171 154 156 Service 113 Excellence 57

Jan Feb Mar Apr May Jun Jul Aug Sept Oct Nov Dec

YAKIN’s 2012 YAKIN’s 2012 achievements KPIs for consumer for consumer educational activities educational activities Area (Average per month) (Average per month)

Gombak 3 activities 3 activities Hulu Langat 3 activities 3 activities Hulu Selangor 3 activities 3 activities Klang 3 activities 3 activities WATER FACTS Kuala Langat 2 activities 3 activities Kuala Lumpur 3 activities 3 activities Water protects the Kuala Selangor 2 activities 2 activities human eye 3 activities 4 activities Sabak Bernam 2 activities 3 activities Sepang 2 activities 3 activities

Total 26 activities 30 activities

Table F: 2012 KPIs for YAKIN’s consumer educational activities

Table F shows the 2012 KPIs for YAKIN’s consumer educational activities (“Activities”) by area. All areas met or exceeded the KPI requirement for the monthly average number of Activities that were required to be conducted by YAKIN with Petaling Jaya achieving the highest average number of Activities.

Aside from interactive programmes with the local communities, YAKIN operates a system to notify community leaders and Residents’ Associations of scheduled Water Supply Disruptions (“WSD”). YAKIN is sensitive to resident feedback on WSDs, and sends out notices to Community Heads and Residents’ Associations seven working days prior to the scheduled WSD so that residents in the affected areas can prepare for the temporary water cut. In 2012, YAKIN sent out notices in the form of 9,644 SMSes and 544 emails.

In 2012, there were 44 cases of scheduled WSDs. In the event of a scheduled water disruption, the public will be notifi ed by SYABAS at least two days in advance via mass media / fl yers as Programme Sahabat YAKIN stipulated in SYABAS’ Client Charter. However, SYABAS will endeavour to inform the public Wilayah Hulu Langat seven days in advance of such interruptions.

Puncak Niaga Holdings Berhad Annual Report 2012 110 During a major unscheduled water disruption such as a pipeburst or the failure of a water treatment plants which would affect a large number of consumers, SYABAS activates an Emergency Response Plan (“ERP”) to ensure the most effective response with minimal disruption to consumers. In 2012, 23 cases of ERP activation were recorded (comprising 20 Code Green ERP, 2 Code Yellow ERP and 1 Code Red ERP). Delivering Service Industrial Consumer Unit (“ICU”) Excellence The ICU, PUSPEL’s customer service arm for industrial customers, provides a single point of enquiry for all industrial consumers who have problems with their water supply.

The ICU team is responsible for enhancing public relations, building rapport with industrial customers and creating business visibility through relationships with various industrial bodies. The ICU team is responsible for promoting good public relations, rapport through visits to individual consumers and trade associations by sending advance notice on scheduled water disruption, handle cases reported by trade consumers and participating in trade programmes. A total of 6,315 SMSes and 5,133 emails were sent by ICU in 2012 for the advance notices.

Among the ICU’s other duties are disseminating information on water disruptions, collecting data and updating the database of industrial customer profi les, conducting awareness programmes, and taking action on all cases reported by industrial customers.

The ICU also actively alerts the Industrial, Commercial and Trade Associations to water supply related matters, as well as providing information on other SYABAS’ services and products.

The ICU constantly updates PUSPEL on all its activities via monthly activity reports.

In 2012, the ICU implemented Consumer Relationship Enhancement Programmes and visited a total of 2,105 trade consumers and ran 273 Rakan ICU programmes. These programmes included dialogues/briefi ngs (Sua Mesra), public relations programmes, educational programmes and consumer awareness programmes.

Below is the total number of programmes conducted by the ICU each month throughout 2012:- Number of Programmes Held by ICU in 2012

275 254 230 228 207 216 210 210 186 151 140

71

Jan Feb Mar Apr May Jun Jul Aug Sept Oct Nov Dec

Our courteous and cheerful PUSPEL staff on the job

Annual Report 2012 Puncak Niaga Holdings Berhad PUNCAK NIAGA (M) SDN BHD (“PNSB”) 111

Water Safety Plan Management System ISO 22000:2005

The Water Safety Plan (“WSP”) is the approach of The World Health Organization (“WHO”), which in the third edition of its Guidelines for Drinking Water Quality, has promoted the Delivering development and implementation of risk management strategies to ensure the safety of drinking water supply through the control of hazardous constituents in water from source to Quality consumers’ taps.

PNSB being part of the chain in delivering drinking water, has commenced implementation of the WSP in 2010 in its mission to consistently provide high quality water from its Water Treatment Plants (“WTPs”). The WSP has been developed and implemented at fi ve of PNSB’s WTPs namely the Sg Langat, Sg Batu, North Hummock, Wangsa Maju and SSP2 WTPs. In order to formalize the implementation of the WSP and to demonstrate PNSB’s ability to control water safety hazards to ensure that water supplied from the WTPs is safe, PNSB is taking the initiative to apply for ISO22000:2005 Food Safety Management System certifi cation by the third quarter of 2013 for three WTPs, namely, the SSP2, Wangsa Maju and Sg Langat WTPs.

Water Quality Surveillance Programme (“WQS Programme”) for WTPs

PNSB has in place a WQS Programme to ensure that it consistently delivers a high quality water supply from its WTPs. Raw and treated water at the WTPs is monitored at every critical process stage through the WQS Programme to ensure that the water quality meets or surpasses the standards stipulated by the Ministry of Health’s (“MOH”) National Standard for Drinking Water Quality (2004) (“NSDWQ”) and MOH’s Quality Assurance Programme (“MOH’s QAP”). The testing and monitoring of raw and treated water is carried out at PNSB’s Central Laboratory (“CL”) and is verifi ed by an Independent Accredited Laboratory.

We also conduct bacteriological tests every day at all our WTPs which are more stringent than the weekly tests that are normally required.

Central Laboratory (“CL”)

PNSB’s CL, which is certifi ed for MS ISO/IEC17025, is responsible for conducting water quality surveillance of raw and treated water at all WTPs operated by PNSB in accordance with MOH’s NSDWQ. On 8 March 2012, CL successfully renewed its certifi cate of accreditation with the 24 numbers of accredited parameters that consist of the chemical and microbiology analysis.

In addition, on 30 November 2012, CL/SSP2 WTP Laboratory was awarded with the IKM Laboratory Excellence Award by Institute Kimia Malaysia. The award was designed to recognise laboratories which achieve the International Standard MS ISO/IEC 17025 quality standard as well as laboratory safety and health standards.

CL has been equipped with an Inductively Coupled Plasma-Mass Spectrometer (“ICP-MS”) and a Gas Chromatography-Mass Spectrometer (“GC-MS”), which increase the laboratory’s Water Quality testing at capability for testing heavy metals, pesticides and herbicides in line with MOH’s NSDWQ. Sg Langat WTP

CL also provides laboratory testing services for various activities such as for Puncak Research & Development Centre, environmental investigations conducted by WTPs, and process improvement studies by the Operation & Maintenance Department.

Puncak Niaga Holdings Berhad Annual Report 2012 112 Other than water quality testing, CL also offer support to ensure smooth operation of WTPs as listed below:

• Conducting laboratory assessment for all WTPs to ensure that the laboratories at the WTPs are maintained in good working condition. Delivering • Purchasing laboratory consumables and equipment for all WTPs. Quality • Conducting maintenance, servicing and calibration of laboratory equipment used at all the WTPs to ensure uninterrupted water quality testing. • Assisting in the water quality monitoring at affected WTPs during plant shutdown due to raw water pollution. • Assisting in trouble shooting of treatment process shortcomings or non-compliance. • Providing training for WTP staff in relation to water quality testing and the maintenance of laboratory and testing equipment. • Conducting analyses of WTP process in relation to chemicals supplied to ensure compliance with specifi cations so as not to affect plant production and quality. • Conducting sieve analyses of fi lter media for compliance with specifi cation prior to usage at the WTPs.

Raw and Treated Water Quality Performances

For 2012, CL achieved 100% sampling requirements for both raw and treated water for all the WTPs operated by PNSB.

The 2012 water quality analysis breakdown as conducted by CL and the appointed Independent Laboratory is as shown in Table A: Analysis conducted for PNSB’s WTPs By appointed By Central Independent Item Laboratory Laboratory

Raw water 6,384 8,034 Treated water 12,551 9,394

Total 18,935 17,428

Table A: Analyses conducted for PNSB’s WTPs in 2012

Based on the water quality monitoring carried out by CL and the appointed Independent Laboratory, treated water compliance achieved was 99.8%. For raw water, although not part of concessionaire obligation is being monitored as part of operation and noted the compliance achieved was 92.1%.

Out of the 21,945 analyses conducted for treated water, a total of 35 cases of non-compliance (0.16%) were detected, which were mainly due to the presence of aluminium, for example as detected at the Ampang Intake and the Sg Sireh WTPs.

For the Ampang Intake WTP, the violation was due to the deteriorating raw water quality Pre-treatment of due to turbidity, which was above the recommended raw water quality criterion set by MOH Wangsa Maju WTP (>1,000 NTU) and which was beyond the plant’s treatment capability. The violation was due to occurrence of a landslide within the water catchment area since March 2012. As an alternative to control the raw water pollution, PNSB has submitted proposals to upgrade the plant back in 2008 and 2010 but the proposals were put on hold pending the proposed restructuring of the water services industry in Selangor by the Selangor State Government.

Details of the non-compliance for treated water at the Sg Sireh WTP are set out under the heading “Research and Process Unit of Water Quality and Research Section” of this Report.

Annual Report 2012 Puncak Niaga Holdings Berhad Research and Process Unit of Water Quality and Research Section 113

The Research and Process Unit (“RPU”) of the Water Quality and Research Section (“WQRS”) carried out a range of projects and studies in 2012 as part of PNSB’s initiatives to improve water treatment effi ciencies and to ensure quality of water supply. The different categories of project undertaken by RPU consist of process improvement, water quality monitoring, fi lter Delivering performance monitoring and value-added projects. Descriptions of the projects undertaken Quality by RPU in 2012 are as follows:-

Process Improvement

Process improvement comprise the process of fi ne-tuning at WTPs with the objective to improve its treatment process for water quality enhancement and or production cost optimization. RPU also played the role to provide solutions for continuous water treatment process optimization.

1. Process Improvement at Sg Sireh WTP

The violation at Sg Sireh WTP was due to a raw water quality problem that normally occurs during the wet season. During the wet season, raw water at the Sg Sireh WTP is of high colour, low alkalinity, high turbidity and organic matter is present, especially aquatic humic substances. This requires treatment with a high alum dosage which subsequently results in a high aluminium residual in the treated water. Numerous studies have been carried out by PNSB to improve its treated water quality and some studies are still in progress.

Various chemicals were tested on laboratory scale at the plant such as ferric chloride, activated carbon and sodium aluminate. In the laboratory scale study using ferric chloride, high colour was observed in the settled water due to residual iron. Chemicals such as powdered activated carbon and sodium aluminate were found to be ineffective as the use of both chemicals results in higher settled water colour and turbidity compared to when using alum alone for coagulation. Hence, alum is considered to be the better coagulant at the Sg Sireh WTP.

In collaboration with Puncak’s Research & Development Centre, the use of two types of equipment has been studied to optimise the treatment process at the Sg Sireh WTP. A Photometric Dispersion Analyser (“PDA”) determines the optimum coagulant dosage and measures the fl oc strength while UV 254 measures the level of organic matter in the raw water.

Both types of equipment were installed in May 2012. Based on the preliminary study of the data gathered, and given that the application of both types of equipment is still new to PNSB, further optimization studies and fi ne tuning for optimal performance are currently being conducted prior to full utilisation for treatment process control at the plant.

2. Process Improvement at North Hummock WTP Water quality inspection In 2012, the North Hummock WTP encountered short fi lter running hours with fi lter media cracking and the presence of mudballs. Assessment and analysis indicated that the surface of the fi lter media grain showed the presence of a high level of iron in comparison with aluminium and manganese.

Puncak Niaga Holdings Berhad Annual Report 2012 114 In view of the encouraging results from the laboratory-scale study conducted in 2011 to evaluate the effectiveness of different chemicals namely, chloride of lime, caustic soda and oxalic acid in fi lter media cleaning, a plant trial using oxalic acid was carried out at one of the fi lters in February 2012. The cleaning of fi lter media with oxalic acid as observed in plant trials conducted has observed improvement as follows:- Delivering Quality i. Reduction in fi lter media cracking. ii. Mudball size becomes smaller and accumulated on the sand surface, thus facilitates the removal of mudballs manually. iii. In terms of removal of the metal contents coating the sand grains, signifi cant reduction of aluminium and iron was observed and this was also shown by the cleanliness of the fi lter wall and media after being soaked with oxalic acid overnight.

With the improvement observed on the fi lter media condition and conformity of treated water quality after the cleaning with oxalic acid, the WTP continues to use oxalic acid to clean its fi lter media every two months.

3. Ammonia Removal Studies

WTPs located downstream of Sg Langat such as the Cheras Mile 11, Bukit Tampoi and Salak Tinggi WTPs are prone to ammonia pollution. At these WTPs, the ammonia level is monitored on an hourly basis so that prompt action can be taken should the plant be required to shut down due to high levels of ammonia.

Ammonia removal studies using an alternative chemical, namely aluminosilicate have been conducted in case there is ever a shortage of supply of treated water due to plant shutdown as a result of ammonia pollution.

Based on the pilot plant trial conducted at Bukit Tampoi WTP from 22 October 2009 till 1 July 2010, it was observed that the use of aluminosilicate in combination as feed chemical and fi lter media could increase the plant’s capability in removing ammonia. At low raw water ammonia level of 0.1 – 0.5 mg/L, ammonia removed through the application of aluminosilicate as feed chemical at the intake and as fi lter media was in the range of 0.01 – 0.46 mg/L compared to the range of 0 – 0.36 mg/L with normal sand media. At higher raw water ammonia level of 0.51 – 0.96 mg/L, ammonia removed by aluminosilicate was in the range of 0.23 – 0.78 mg/L as compared to the range of 0 – 0.47 mg/L with normal sand media.

Due to the encouraging fi ndings, application of aluminosilicate dosing has been extended to the Salak Tinggi WTP in April 2012. Aluminosilicate will be applied intermittently whenever the raw water ammonia level exceeds 1.0 mg/L.

4. Process Improvement at Sg Rumput WTP

The Sg Rumput WTP adopted UF membrane technology to produce treated water in 1997. Since upgrading to full treatment using membrane technology, shutdown due to high raw water turbidity has been reduced. However, as the plant has been operating for Water Quality Surveillance four years, in 2012 thorough assessments were carried out to ascertain the membrane by Central Laboratory performance.

Based on assessments conducted, the membrane condition was observed to have deteriorated and coated with mud, which originated from the raw water it was treating. To prevent breach of water quality, replacement of membrane modules was carried out and concurrently, PNSB is considering to improve the quality of the raw water that fl ows into the membrane module via the installation of auto screen fi lter with the purpose to prolong the lifespan of the membrane modules.

Annual Report 2012 Puncak Niaga Holdings Berhad Water Quality Monitoring of Raw Water 115

Activities such as the river water quality index programme, treated reservoir water quality monitoring and the monitoring of ammonia level are carried out at four critical WTPs along Sg Langat namely, Sg Langat WTP, Salak Tinggi WTP, Bukit Tampoi WTP and Cheras Mile 11 WTP to ensure the quality of the treated water supplied to consumers. Delivering Quality 1. Water Quality Index Programme (“WQI Programme”)

A Water Quality Index (“WQI”) Programme is conducted on a monthly basis for all WTPs to determine the cleanliness and suitability of the raw water for drinking water supply. Details of the WQI Programme and its fi ndings in 2012 are detailed in the “Preserving Our Environment” section on pages 150 to 163 of this Annual Report.

2. Balancing Reservoir Water Quality Monitoring

Balancing Reservoir Water Quality Monitoring is conducted on a quarterly basis to determine whether the reservoir requires cleaning to ensure that the treated water supply is of high quality at all times. Details of the Balancing Reservoir Water Quality Monitoring are set out in the “Preserving Our Environment” section on pages 150 to 163 of this Annual Report.

3. Ammonia Level Monitoring

For early detection and necessary action should the WTPs shut down due to high ammonia level, the ammonia level at four critical WTPs along the Sg Langat Basin namely Sg Langat, Cheras Mile 11, Bukit Tampoi and Salak Tinggi WTPs are closely monitored on hourly basis.

Details of the Ammonia Level Monitoring are set out in the “Preserving Our Environment” section on pages 150 to 163 of this Annual Report.

Filter Performance Monitoring

The fi ltration process is the fi nal step in the water treatment process, removing fi ne suspended solids remaining after the clarifi cation process, and further cleansing and polishing the treated water. Monitoring of the fi lter performance, most importantly tracking the running hours headloss fi gures, is critical to ensure that the fi lter remains in good operating condition. When a given fi lter has reached its specifi ed number of running hours or its headloss level, backwashing is initiated.

Details of the Filter Performance Monitoring are set out in the “Preserving Our Environment” section on pages 150 to 163 of this Annual Report.

Water sampling

Puncak Niaga Holdings Berhad Annual Report 2012 116 Value –Added Projects

Other value-added projects carried out by the RPU in 2012 were as follows:-

(a) Coagulant Performance Evaluation Study at Rantau Panjang and Bukit Tampoi WTPs Delivering Quality A feasibility study was conducted on the usage of lower cost coagulant such as Liquid Alum (“LA”) and Rock Alum to replace costly Polyaluminium Chloride (“PAC”) with a view to minimising the production cost at Rantau Panjang and Bukit Tampoi WTPs.

The study however concluded that PAC was still recommended to be used at both WTPs in view that the settled water quality produced was found to be better with lowest pH depression and aluminum residual as compared to settled water quality with LA and Rock Alum.

(b) Training on Process and Water Quality

For purpose of enhancing knowledge on process and water quality, WQRS has coordinated three (3) sessions of 3-days training programme with the Training Department in May, July and October 2012 involving a total of 56 Process Technician from various WTPs. Since 2007, SYABAS has Raw Water Quality Violation been aggressively In 2012, 15 incidences of pollution occurred where WTPs were shutdown. There are also implementing incidences where the production capacity and quality of treated water from the plants are the Water Quality affected by these pollution. Improvement SYARIKAT BEKALAN AIR SELANGOR SDN BHD (“SYABAS”) Master Plan and the results have Water Quality Improvement Master Plan (“WQIMP”) been excellent Drinking water quality of the customers’ taps has always been SYABAS’ top priority. Water quality results reported as at 31 December 2012 indicated that SYABAS has continued to meet the high standards set out in MOH’s NSDWQ and MOH’s QAP. It also complies with the requirement of the Mandatory Level of Service (“MLS”) specifi ed under the Concession Agreement dated 15 December 2004 signed between SYABAS, the Federal Government and the Selangor State Government (“SYABAS Concession Agreement”).

Since 2007, SYABAS has been aggressively implementing the Water Quality Improvement Master Plan (“WQIMP”), and the results have been excellent. The continuous water quality improvement programmes and monitoring at 1,107 sampling stations had shown greatly reduced water quality violations.

Based on the water quality analyses carried out by SYABAS and MOH in 2012, 99.52% complied with MOH’s NSDWQ with zero violations in the microbiological parameters. The minor instances of non-compliance cases were within the acceptable limit of the MOH’s QAP and had no adverse impact on health. It should be noted that 6.05% of the non-compliance cases relates to the fl uoride parameter, which originates from the dosing of the chemical at the water treatment stage. Any non-compliance is taken seriously, and SYABAS investigates each issue thoroughly and, where necessary, does everything possible to correct the faults.

Annual Report 2012 Puncak Niaga Holdings Berhad Cleaning of Water Reticulation Pipeline 117

(1) Air Scouring Programme (“ASP”)

The ASP is designed to systematically clean all the reticulation pipes using compressed air on a twelve-month cycle, employing 29 Air Scouring (“AS”) machines designated Delivering for this purpose. In 2012, a total of 8,099 km of 100 mm – 200 mm diameter pipes Quality were cleaned in the district’s workable ASP zone. However, 34% of the reticulation main pipe could not be cleaned via ASP due to the unavailability of fi xtures which include air insertion, isolation and scour valves in the system. Such fi xtures have been installed in stages but commencing 2008, such effort was affected by the freeze on approval of Capital Expenditure (“CAPEX”) programmes. As at 31 December 2012, the amount spent on installation of the valves and fi ttings was RM8.40 million. A total budget of RM3.0 million was approved in 2012 for the installations of valves and fi ttings of which were still in tender process.

Overall, the ASP cleaning of the reticulation system has measurably improved the water quality and consequently reduced the number of complaints received from consumers on water quality.

Month *Extent Of Air Scouring Works 2009 (Km) 2010 (Km) 2011 (Km) 2012 (Km)

January 0 904.79 879.67 721.02 February 0 750.01 725.2 737.57 March 1,094.18 978.39 1,022.96 745.84 April 1,095.28 926.08 978.32 684.39 May 1,053.78 922.87 887.8 776.57 June 1,055.96 903.81 876.52 767.12 July 1,235.05 857.83 827.63 496.44 August 1,096.37 676.6 658.92 359.33 September 719.63 587.98 591.37 687.92 October 1,001.33 790.18 707.52 738.75 November 689.05 699.49 640.31 665.46 December 202.02 516.68 353.78 621.73

Grand Total 9,242.65 9,514.71 9,150.00 8,002.14

* Notes: i. Except for 2009, which Air Scouring work frequency was a nine month cycle, 2010 to 2012 had Air Scouring work frequency of 12 month cycle. ii. Total Air Scouring data (workable/non-workable) for 2010 onwards was based on actual/latest update from time to time from the mapping department.

Table B: Air Scouring Works From Year 2009 Until 2012

Preventive Maintenance activity

Puncak Niaga Holdings Berhad Annual Report 2012 118 (2) Scheduled Manual Flushing Programme (“SMFP”)

In order to ensure that all reticulation pipeline sizes of 100 mm – 200 mm diameter are cleaned, non-workable ASP zones are also cleaned using the conventional method via SMFP which was implemented since 2005 and continued in 2012. Delivering Quality Reservoir Cleaning & Inspection Programme (“RCP”)

Under the RCP, all service reservoirs are cleaned manually or using robotic methods and thereafter inspected every six months to test the water quality using ‘depth-samplers’. Subsequent cleaning of the reservoirs is conducted if threshold water quality violations are detected.

SYABAS’ distribution system has more than 1,100 service reservoirs, and as at 31 December 2012, 1,044 of them were active. All these reservoirs have been cleaned since 2005 except those newly brought into service.

Under the RCP, the water quality in these active reservoirs was inspected twice in 2012. Those found to have turbidity violations were slated for cleaning. Two reservoirs were cleaned manually and nine using robotic methods, whilst 120 were cleaned via an open scour fl ushing method to remove the sediment at the bottom of the reservoirs. Wherever possible, SYABAS minimises water supply interruptions during the cleaning programme by utilising the by-pass valves and piping systems at the reservoirs.

Water Quality Surveillance Programme (“WQS PROGRAMME”)

(1) Quality Assurance Programme (“QAP”) by MOH

SYABAS Concession Agreement stipulates that the quality of water supplied to consumers must comply with the limits provided by MOH’s NSDWQ. Water quality supplied from WTPs into SYABAS’ distribution system is systematically and randomly monitored by MOH by way of sampling and testing under QAP. Based on violations recorded by MOH for residual chlorine, total Coliform, E. Coli and aluminium, the percentage of violation for each parameter was well within the QAP limits.

In 2012, a monthly average of 2,696 water samples was taken and 100,522 tests or analyses were carried out by MOH. The samples were taken from designated water sampling stations located at the various WTP outlets, balancing reservoir outlets, service reservoir outlets and the distribution system. Based on the tests or analyses, 99.22% complied with MOH’s NSDWQ with zero violations recorded for microbiological parameters. The chemical violations were mostly for parameters fl uoride and aluminium which originated from the WTPs.

MOH Results For 2011-2012 Nos. Nos. 2012 2011 Of Tests Of Violations Compliance (%) Compliance (%)

100,522 780 99.22 99.47 Bottled water to affected consumers at Table C: Summary of 2011 and 2012 MOH’s Water Quality Assessment for all parameters

Annual Report 2012 Puncak Niaga Holdings Berhad (2) In-house Water Quality Assessment 119

SYABAS started an in-house Water Quality Sampling and Testing Programme in 2006 based on the same frequency of sampling and the nature of parameters as listed in MOH’s NSDWQ. In 2012, grab samples were collected from the designated 1,107 sampling stations by personnel from the districts’ Water Quality Units to be analysed in-situ and Delivering sent to a third party accredited laboratory for analysis. Based on the existing number Quality of sampling stations and the frequency of sampling according to NSDWQ, a monthly average of 1,841 samples were taken and 77,754 analyses carried out. The results also showed that the water quality was within the limit set by MOH and the Mandatory Level of Service (“MLS”) as in the concession, whereby 99.81% of the total of 77,754 analyses had complied with MOH’s NSDWQ. This result is an improvement from 2011 when 99.46% complied with MOH’s NSDWQ.

MOH Compliance Based On QAP Limit For 2011-2012 Nos. Nos. 2012 2011 Of Tests Of Violations Compliance (%) Compliance (%)

77,754 147 99.81 99.46

Table D: Summary of the 2011 and 2012 In-House Water Quality Assessment for all parameters

Immediate Response to Consumer Complaints

The objective is to achieve a quick initial response time for all water quality complaints from consumers followed by resolution of the complaint. Beginning March 2009, the initial response time for water quality complaints was set at half an hour and, as at 31 December 2012, compliance with this half-hour response time was 93.90%.

The scope of work covers initial investigation involving in-situ testing of the physical parameters and the taking of necessary remedial actions or providing advice to the consumers. A Water Quality Consumer Complaint’s Report has to be submitted too. If the initial results obtained show no water quality violation, the consumers will be advised to check their internal plumbing system. If violations are detected, appropriate remedial actions are taken and the distribution system is re-tested to ensure the contaminants have been removed from the system.

The main reason for not achieving a 100% compliance rate for the immediate response to consumers was that some complaints were received at night. All complaints received are recorded and investigated to enable improvements to take place. The most signifi cant area of consumer complaint is on the occasions when long-term suspended solids or iron deposits arising from corrosion in water mains caused the water to be discoloured.

The total number of consumer complaints received in 2012 was 2,278 of which 20.98% were due to internal plumbing problems. Table E shows the number of water quality complaints in 2012 and the half-hour response time achievement.

World Water Day 2012

Puncak Niaga Holdings Berhad Annual Report 2012 120 Item Jan Feb Mar Apr May Jun Jul Aug Sept Oct Nov Dec

No. of 232 147 112 260 183 143 106 123 124 127 133 110 complaints (excluding Delivering complaints Quality due to Internal Plumbing)

1/2 Hour 94.89 99.49 98.08 80.55 91.77 92.35 92.31 98.03 94.27 96.45 97.48 98.62 Response Time (%)

Total 274 195 156 293 231 196 151 152 157 169 159 145 Nos. of Complaints

Table E: Water Quality Complaints 2012

Graph On Nos. of Complaints From 2007-2012

700

600

500

400

300

200

100

Jan Feb Mar Apr May Jun July Aug Sept Oct Nov Dec

• 2007 337 292 291 262 321 207 300 327 247 201 284 210 • 2008 310 212 224 233 430 271 212 210 240 227 199 138 • 2009 212 355 180 189 305 338 318 407 182 275 320 254 • 2010 218 358 415 300 203 290 217 348 175 638 179 173 • 2011 180 208 240 167 163 221 232 171 173 161 157 273 • 2012 274 195 156 293 231 196 151 152 157 169 159 145

Graph A: Trend of Consumer Complaints from January 2007 – December 2012

Consumer Awareness & Education Programme (“CAE Programme”) Water quality inspection The CAE Programme with media coverage is ongoing with an emphasis on consumers’ understanding of the quality of water supplied to their premises and related issues, and their responsibility for maintaining their own internal plumbing system and internal storage tanks. Consumers have greatly benefi ted from SYABAS’ efforts in the CAE Programme.

For further details of the CAE Programme, please turn to the “Preserving Our Environment” section on pages 150 to 163 of this Annual Report.

Annual Report 2012 Puncak Niaga Holdings Berhad Research and Development (“R&D”) Centre 121

PUNCAK RESEARCH CENTRE (PRC)

In 2012, the PNHB Group continued to improve the quality and reliability of water supply by the Group and look to collaborate with local and foreign R&D institutions and universities with Delivering the objectives of advancing and developing the competencies and expertise in the fi eld of Quality water, wastewater and environment.

Through research and development, the PNHB Group continuously strives to improve the quality, sustainability and reliability of Malaysia’s water supply through various projects to modernize and advance the nation’s water technology. Our R&D Team continues to actively brainstorm and develop on ideas to further improve water operational effi ciency and cost control at the WTPs.

DHI-PRC Collaboration

PRC has entered into a Collaboration Agreement with DHI Denmark (“DHI”), a global leader in the fi eld of water treatment on 15 March 2007. Under the collaboration with DHI, our R&D team has completed the study entitled “Optimization of Coagulation Process”. The studies revealed that Aluminium Chlorohydrate (ACH) contribute the best performance with highest color removal and lower aluminium residual. ACH was proven to be able to yield very minimum aluminium residuals at a rate of 65 times better than current Aluminium Sulphate (Alum). The fi ndings have eventually led to the ACH plant trials at Sg Sireh WTP, which was piloted in February 2013.

On 15 March 2013, Puncak Research and DHI have mutually agreed to extend the Collaboration Agreement for a further period of one (1) year, commencing 15 March 2013 until 14 March 2014.

Other Research Activities/Initiatives

R&D Centre has also embarked on the following research activities:-

(1) Composting the WTP residue into fertilizer. The residue has been transformed loose and friable dry soil with reduced content of Aluminium Oxide (Al2O3), to a level similiar to normal soil. R&D is looking to collaborate with the right partner to progress this development in future.

(2) R&D Centre is working with a cement manufacturer to explore if the residue from our WTPs can be utilised as fi ller in the cement industry. Based on the results obtained via accredited laboratory testing as well as from the cement manufacturer’s internal testing, the residue’s main composition, consist of aluminium oxide, iron oxide and silica oxide when added together have fulfi lled the acceptance criteria for safe disposal through resource recovery by co-processing in a cement klin. This could be an alternative method of residue disposal if the schedule waste classifi cation and cost are resolved.

(3) SYABAS have carried out internal research and improved on the various standard Observation on drawings including meter stand and various valve installation which would improve the precipitation test ease of operation and maintenance of operation.

Puncak Niaga Holdings Berhad Annual Report 2012 122 (4) Collaboration between Puncak Niaga Holdings Berhad (“PNHB”) and the Malaysian Armed Forces (“MAF”) on the new and highly innovative fi eld water purifi cation system for drinking known as JERNIH.

JERNIH is one of the most practical and effi cient fi eld water purifi cation systems that is Delivering able to treat very high turbidity water. The current design is able to provide safe drinking Quality water up to maximum of 3,000 litres/day for consumption of 500 people.

PNHB and MAF signed a Memorandum of Agreement on this collaboration at the recent Langkawi International Maritime & Aerospace Exhibition (LIMA) 2013 on 28 March 2013.

The collaboration is in the process of discussion on perfecting the JERNIH design, commercialising JERNIH to potential clients domestically and internationally and running some high impact corporate social responsibility projects in less developed countries.

Crisis Management at PNSB

In delivering high quality, sustainable and expeditious services to our customers and stakeholders in particular during crisis periods, we regard our capacity to deal with crisis periods, as an important aspect of our corporate social responsibility. To this end, we are prepared to deal and offer our assistance with issues or problems that are related to raw water and treated water and/or our services, both within or beyond our control. With our years of experience in the industry, we have expeditiously solved many crises over the years.

PNSB initiated a Crisis Management Plan (“CMP”) and a WTP Emergency Response Plan (“ERP”) in 2001. The CMP and ERP are reviewed on a yearly basis and updated, if required. Both plans ensure the most effective response to any form of emergency, crisis or disaster on our premises with minimal disruption to the Group’s business operations. Both plans also protect the Group’s corporate image.

We have two intervention teams at plant level and at various regional offi ces. These teams are trained to handle chlorine and other chemicals, in addition to being trained in search and rescue.

The CMP was activated two times in 2012 due to the following incidents:-

Date Incident

7 March 2012 – 13 March 2012 Ampang Intake WTP shutdown due to fl ooding.

13 April 2012 – 4 May 2012 SSP2 WTP operation disruption due to fl ashover at Transformer No. 2 at Intake Plant.

SYABAS Emergency Response Plan (“ERP”)

The ERP is an action plan developed by SYABAS in 2005 as a management action plan to deal with a crisis of emergency that could affect the water supply to the consumer. Pipe repair works by Development of an ERP is also in line with the provisions of SYABAS Concession Agreement. SYABAS’ contractors The ERP is constantly updated to ensure that it can be applied in accordance with the conditions/circumstances.

SYABAS has ten districts, which has an ERP Secretariat and Crisis Operations Room (COC-D) that manage ERP activation in the respective district. In 2012, a total of 23 ERP activations were made, that consists of 20 Code Green ERP, 2 Code Yellow ERP and 1 Code Red ERP.

Annual Report 2012 Puncak Niaga Holdings Berhad Total ERP Vs Month 123

Total ERP (Cases) 5

4 3 Delivering 2 Quality

1

0 Jan Feb Mar Apr May Jun Jul Aug Sept Oct Nov Dec

Red Code Yellow Code Green Code

Note: Code Red ERP signifi es high or critical level of emergency Code Yellow ERP signifi es medium level of emergency Code Green ERP signifi es mild or operational level of emergency

Two Code Yellow ERP and one Code Red ERP were activated in 2012 due to the following incidents:-

Date ERP Code Incident

8 March 2012 – 13 March 2012 Yellow Code Ampang Intake WTP Shutdown OIL & GAS due to fl ash fl ood. SAVING TIPS

8 March 2012 – 12 March 2012 Yellow Code Sg Langat WTP Shutdown Anticipate stops and due to high NTU in raw water source. brake less

13 April 2012 – 30 April 2012 Red Code SSP2 WTP Operation Shutdown due to fl ashover at Transformer No. 2 at Intake Plant.

To ensure smooth management assistance, SYABAS have intensifi ed efforts to conduct training to ERP staff, upgrading PUSPEL telephony system, upgrade consumers’ contact information and procurement of additional facilities. To ensure a smooth activation of ERP, the formation of certain committees were also established as a mechanism to facilitate ERP implementation namely Crisis Executive Committee, Crisis Management Group, Crisis Operation Centre and Crisis Recovery Group.

Puncak Niaga Holdings Berhad Annual Report 2012 By securing the good of others, we also secure our own

126 The Group continues to provide a workplace where its people have the opportunity to grow, to mature and to nurture their skills. The Group focuses on creating the right culture and working environment, and providing development and career opportunities with fair processes to all employees. As part of our continuous commitment in delivering value to our stakeholders, various internal best practices have been set to build on the strength of Valuing our workforce. We promote team leadership fostering synergies and sharing commitment to achieve organisation goal and are proud of the diversity of the workforce across all of the Our People Group’s operations. All employees are given equal treatment and discrimination is never tolerated. Due to the nature of our business and in a rapidly-changing environment, the health and safety of our employees and those who are involved in our operations is always a priority.

As part of our effort to promote a healthy culture at the work place, we continue to hold employee engagement activities to boost the spirit of solidarity, teamwork, a sense of belonging and a conducive environment.

In 2012, the Group arranged for the employees to undergo Motivational Transformation Programme with the theme “Teaming for Quantum Growth”. The Programme focused on all employees to unite in strength as one team to achieve the Company’s vision, mission and goal and, on fostering teamwork that will enable us to continue to grow and prosper by In 2012, the Group means of mutual effort and team leadership to sustain a successful business. This is aptly arranged for embodied by the theme for our Annual Report 2012, “Strength In Unity”. the employees to undergo EMPLOYEE PROFILE Motivational Puncak Niaga Holdings Berhad (“PNHB”) Group Transformation Programme with the PNHB Group employed a total of 4,680 personnel as at 31 December 2012, locally and theme “Teaming for overseas. This represented an increase of approximately 3.1% compared to the 4,540 Quantum Growth”. personnel employed in 2011. We continue to promote diversity in the workplace. Any forms The Programmes of discrimination, including discrimination based on age, gender, ethnicity or background, focused on all are not tolerated. employees to unite in strength as one The breakdown of the Group’s employees by ethnic group, excluding employees in the People’s Republic of China (“PRC”) is 92.0% Malays, 2.1% Chinese, 4.9% Indians and 1.0% team to achieve the others. Company’s vision, mission and goal As shown in Table A, the majority of the Group’s workforce (excluding employees in the PRC) consists of non-executive personnel (70.1%) with executives at 23.4% and management at 6.5%. Due to the nature of our work, which involves a lot of manual labour, our total employment by gender ratio is approximately 3:1 (3,394 Men: 1,120 Women).

Category Gender Ethnic Group Non Management Executive Executive Male Female Malay Chinese Indian Others Total

PNSB 99 282 724 862 243 1,005 49 30 21 1,105 SYABAS 155 674 2,422 2,428 823 3,011 37 187 16 3,251 GOM Resources 35 99 20 101 53 133 9 3 9 154 PEKA’s event: Visit to Johor Premium Outlet POG 4 0 0 3 1 4 0 0 0 4 PRC 16 9 141 100 66 0 166 0 0 166

Note: • PNSB denotes Puncak Niaga (M) Sdn Bhd • SYABAS denotes Syarikat Bekalan Air Selangor Sdn Bhd • GOM Resources denotes GOM Resources Sdn Bhd • POG denotes Puncak Oil & Gas Sdn Bhd • PRC denotes The People’s Republic of China

Table A: Breakdown of the Group’s Employees by category, gender and ethnic group

Annual Report 2012 Puncak Niaga Holdings Berhad Puncak Niaga (M) Sdn Bhd (“PNSB”) 127

PNSB is a private limited company in PNHB Group of Companies. PNSB handles the operations, maintenance, management, construction, rehabilitation and refurbishment of water treatment facilities. PNSB had 1,105 employees as at the end of 2012. Out of the total number, 862 employees (78%) were male and 243 (22%) were female. Valuing Our People The employment by gender ratio (men to women) is 3.5:1 due to the nature of PNSB’s operations, which involve a lot of manual labour.

PNSB Workforce Breakdown by Ethnic Group (refer to Chart 1)

PNSB Workforce Breakdown by Category (refer to Chart 2)

Chart 1 More than half (65.52%) of PNSB’s employees were non-executives while 25.52% were executives and the remaining 8.96% were at the Management level. PNSB Workforce Breakdown by Ethnic Group PNSB Workforce Breakdown by Age Group 2.71% 400 4.44% 1.90% 363 353 350

300 268 250 Total 200 Employees (“E”) 150 121 1,105 100 No. of Employees

50

0 90.95% <30 30-39 40-49 >49 Malay (1,005 E) Age Group Chinese (49 E) Indian (30 E) Others (21 E) Employee Turnover

The turnover rate in 2012 for PNSB was 9.5% as compared with 7.14% in 2011. 72.4% of Chart 2 PNSB’s resigned employees are permanent employees, with the remaining 27.6% resigned employees being contract employees. The tables below present PNSB’s employees turnover PNSB Workforce Breakdown for 2012. by Category 8.96% PNSB Employee Turnover by Category 25.52%

Category Turnover (%) Management 1.5 Total Executive 3.8 Employees (“E”) Non-Executive 4.2 1,105

Total 9.5%

65.52% PNSB Employee Turnover by Gender Management (99 E) Gender Turnover (%) Executive (282 E) Male 3.5 Non-Executive (724 E) Female 6.0

Total 9.5%

Puncak Niaga Holdings Berhad Annual Report 2012 128 PNSB Employee Turnover by Ethnic Group

Ethnic Group Turnover (%) Malay 7.69 Chinese 1.45 Valuing Indian 0.09 Our People Others 0.27

Total 9.5%

PNSB Employee Turnover by Age Group

Age Group Turnover (%) Chart 3 <30 4.34 30-39 3.08 SYABAS Workforce Breakdown by Ethnic Group 40-49 1.36 >49 0.72 5.75% 1.14% 0.49% Total 9.5%

Note: Turnover rates are derived from staff terminations, retirements and expiry of contracts.

Total SYARIKAT BEKALAN AIR SELANGOR SDN BHD (“SYABAS”) Employees (“E”) 3,251 SYABAS is a private limited company in the PNHB Group of Companies, which carries out the distribution of treated water within Selangor and the Federal Territories of Kuala Lumpur and Putrajaya. SYABAS had a total of 3,251 employees as at 31 December 2012. Out of the 92.62% total number, 2,428 employees (74.7%) were male and 823 (25.3%) were female.

Malay (3,011 E) The employment by gender ratio (men to women) is 3:1 due to the nature of SYABAS’ Chinese (37 E) operations, which involve a lot of manual labour. Indian (187 E) Others (16 E) SYABAS Workforce Breakdown by Ethnic Group (refer to Chart 3)

SYABAS Workforce Breakdown by Category (refer to Chart 4) Chart 4

SYABAS Workforce More than half (74.50%) of SYABAS’ employees were non-executives while 20.73% were Breakdown by Category executives and the remaining 4.77% were at the Management level. 4.77% 20.73% SYABAS Workforce Breakdown by Age Group

1,400 1,234 1,274 1,200 Total Employees 1,000 (“E”) 800 3,251 600

400 378 365 No. of Employees 74.50% 200

0 Management (155 E) Executive (674 E) <30 30-39 40-49 >49 Non-Executive (2,422 E) Age Group

Annual Report 2012 Puncak Niaga Holdings Berhad Employee Turnover 129

The turnover rate in 2012 for SYABAS was 9.63% as compared with 6.03% in 2011. 97.51% of SYABAS’ resigned employees are permanent employees, with the remaining 2.49% resigned employees being contract employees. The tables below present SYABAS’ employees turnover for 2012. Valuing Our People SYABAS Employee Turnover by Category

Category Turnover (%) Management 0.68 Executive 3.11 Non-Executive 5.84

Total 9.63%

SYABAS Employee Turnover by Gender

Gender Turnover (%) Male 6.92 Female 2.71

Total 9.63%

SYABAS Employee Turnover by Ethnic Group

Ethnic Group Turnover (%) Malay 8.67 Chinese 0.22 Indian 0.71 Others 0.03

Total 9.63%

SYABAS Employee Turnover by Age Group

Age Group Turnover (%) <30 4 30-39 2.86 40-49 0.74 >49 2.03

Total 9.63%

Note: Turnover rates are derived from staff terminations, retirements and expiry of contracts.

PUNCAK OIL & GAS SDN BHD (“POG”)

POG is a private limited company in the PNHB Group of Companies, which is currently GOM Resources & KPOC involved in the offshore logistics service provider and marine management. POG had a total launching the HSE Campaign on board DLB264 of four employees as at 31 December 2012. Out of the total number, three employees (75%) were male and one (25%) was female.

The employment by gender ratio (men to women) is 3:1.

As at 31 December 2012, POG’s employees (100%) were of Malay ethnic group and were at the Management level.

Puncak Niaga Holdings Berhad Annual Report 2012 130 POG Workforce Breakdown by Age Group 2 2

1 1 Valuing 1 Our People No. of Employees

0 30-39 40-49 >49 Age Group Employee Turnover

The turnover rate in 2012 for POG was 91.67%. The reason for the high turnover was because 44 employees were transferred to GOM Resources in 2012 in view of the high volume of works being undertaken by GOM Resources, the new Oil & Gas unit of the Group. 87.5% of POG’s resigned employees are permanent employees, with the remaining 12.5% resigned employees being contract employees. The tables below present POG’s employee turnover for 2012.

POG Employee Turnover by Category

Category Turnover (%) Management 29.17 Executive 50.00 Non-Executive 12.50

Total 91.67%

POG Employee Turnover by Gender

Gender Turnover (%) Male 60.42 Female 31.25

Total 91.67%

POG Employee Turnover by Ethnic Group

Ethnic Group Turnover (%) Malay 79.17 Chinese 8.33 Indian 4.17 Others 0

Total 91.67%

POG Employee Turnover by Age Group GOM Resources Sdn Bhd hosted a Gawai Luncheon Age Group Turnover (%) for its clients >30 22.92 30-39 35.42 40-49 20.83 >49 12.50

Total 91.67%

Note: Turnover rates are derived from staff terminations, retirements and expiry of contracts.

Annual Report 2012 Puncak Niaga Holdings Berhad GOM RESOURCES SDN BHD (“GOM RESOURCES”) 131

GOM Resources is a private limited company in the POG Group of Companies, which is involved as the offshore installation contractor for intergrated transportation & installation of offshore facilities. GOM Resources had a total of 154 employees as at 31 December 2012. Out of the total number, 101 employees (65.6%) were male and 53 (34.4%) were female. Valuing Our People The employment by gender ratio (men to women) is 2:1.

GOM Resources Workforce Breakdown by Ethnic Group (refer to Chart 5)

GOM Resources Workforce Breakdown by Category (refer to Chart 6)

More than half (64.29%) of GOM Resources’ employees were executives while 12.99% were Chart 5 non-executives and the remaining 22.72% were at the Management level. GOM Resources Workforce GOM Resources Workforce Breakdown by Age Group Breakdown by Ethnic Group

1.96% 70 5.84% 63 5.84% 60

50 40 40 30 Total 30 21 Employees (“E”) 20 No. of Employees 154 10

0 <30 30-39 40-49 >49 86.36%

Age Group Malay (133 E) Employee Turnover Chinese (9 E) Indian (3 E) The turnover rate in 2012 for GOM Resources was 15.59% as compared with 16.88% in Others (9 E) 2011. 78.5% of GOM Resources’ resigned employees are permanent employees, with the remaining 21.43% resigned employees being contract employees. The tables below present GOM Resources’ employee turnover for 2012. Chart 6 GOM Resources Workforce GOM Resources Employee Turnover by Category Breakdown by Category

Category Turnover (%) 12.99% 22.72% Management 3.90 Executive 9.74 Non-Executive 1.95 Total Employees Total 15.59 (“E”) 154 GOM Resources Employee Turnover by Gender

Gender Turnover (%) 64.29% Male 9.09 Female 6.50 Management (35 E) Executive (99 E) Total 15.59 Non-Executive (20 E)

Puncak Niaga Holdings Berhad Annual Report 2012 132 GOM Resources Employee Turnover by Ethnic Group

Ethnic Group Turnover (%) Malay 12.99 Chinese 2.60 Valuing Indian 0 Others 0 Our People Total 15.59

GOM Resources Employee Turnover by Age Group

Age Group Turnover (%) <30 4.55 30-39 7.14 40-49 2.60 >49 1.30

Chart 7 Total 15.59

PRC Operations Workforce Note: Turnover rates are derived from staff terminations, retirements and expiry of contracts. Breakdown by Category 9.64% 5.42% THE PEOPLE’S REPUBLIC OF CHINA (“PRC”) OPERATIONS

The Group’s operations in the PRC employed 166 employees as at 31 December 2012, all of whom were hired on a contract basis. Out of the total number, 100 employees (60.2%) were male and 66 were female (39.8%). Total Employees (“E”) The employment by gender ratio (men to women) is 1.5:1. 166 As at 31 December 2012, 100% of the PRC workforce are Chinese.

84.94% PRC Operations Workforce Breakdown by Category (refer to Chart 7)

Management (16 E) More than half (84.94%) of PRC Operations’ employees were non-executives while 5.42% Executive (9 E) were executives and the remaining 9.64% were at the Management level. Non-Executive (141 E) PRC Operations Workforce Breakdown by Age Group

70 62 60

50 49

40 39

30

20 No. of Employees 16

10

0 <30 30-39 40-49 >49

Age Group

Annual Report 2012 Puncak Niaga Holdings Berhad Employee Turnover 133

The turnover rate in 2012 for PRC Operations was 8.2% as compared with 1.4% in 2011.

The tables below present PRC Operations’ employees turnover for 2012. Valuing PRC Operations Employee Turnover by Category Our People

Category Turnover (%) Management 0 Executive 0.59 Non-Executive 7.63

Total 8.2

PRC Operations Employee Turnover by Gender

Gender Turnover (%) Male 5.2 Female 3.0

Total 8.2

PRC Operations Employee Turnover by Ethnic Group

Ethnic Group Turnover (%) Malay 0 Chinese 8.2 Indian 0 SYABAS’ Bubur Lambuk event Others 0

Total 8.2

PRC Operations Employee Turnover by Age Group

Age Group Turnover (%) <30 1.7 30-39 0 40-49 0 >49 6.5

Total 8.2

Note: Turnover rates are derived from staff terminations, retirements and expiry of contracts.

BEST PRACTICES AT THE WORKPLACE

PNHB Group Employee Benefi ts (excluding PRC Operations)

The Group offers a comprehensive employee benefi ts package which includes competitive salary packages with insurance coverage for the staff and the immediate families, housing PEKA’s Bubur Lambuk event and car loan interest subsidies, interest free education assistance loan scheme as well with media and celebrities as Tabung Kebajikan, computers, personal loans, medical benefi ts that cover outpatient treatment, hospitalisation and surgical, dental and maternity benefi t for up to fi ve children. We also contribute more than the statutory rate of employer’s contribution to the Employees Provident Fund (“EPF”) for employees who have served more than two years.

Puncak Niaga Holdings Berhad Annual Report 2012 134 The Group’s competitive remuneration packages enable us to recruit and retain talented and productive employees. Through the Malaysian Employers Federation (“MEF”) and other external sources, we review the Group’s employees’ benefi ts packages from time to time to ensure that the Group is at least at par with the prevailing market in terms of proposed remuneration for our employees. The Group ensures that our employees are adequately Valuing remunerated at all times and in accordance with the prevailing market conditions and the Our People cost of living.

As part of our responsibility as a water treatment and distribution Group, and to ensure that we meet the relevant requirements and criteria as imposed by the relevant authorities, we require our employees, especially employees on the ground, to put in long working hours round the clock under very challenging conditions. We ensure that our employees are provided with the appropriate benefi t packages, facilities and assistance to ensure that their well-being and safety are taken care of at all times and that they are continuously appreciated and rewarded for their hard work.

Effective 1 January 2013, the whole Group are on a Five Day Work Week for non-operation staff as part of its ongoing efforts to enhance employees’ engagement through a healthy work-life balance, to improve employee-employer relationships, and to enhance staff benefi ts PNHB Group to enable the Group to be recognised as an organisation of priority choice. recognises that our employees PRC Operations are core assets To ensure that our PRC employees are compensated adequately for their work, we abide of the Group and by the minimum wage as set by the PRC local authorities. Although all PRC employees are strongly believes hired on a contractual basis, they also receive benefi ts such as overtime pay, leave in lieu, a in rewarding our welfare allowance, pension fund contributions, unemployment fund contributions, medical insurance, work injury insurance and maternity insurance, as required by PRC Labour Laws employees for and the Social Contribution Act. All local PRC employees have their medical costs covered their commitment, by a PRC Medical Insurance Contribution plan. dedication and hard work Expatriate staff are covered by a hospitalisation, medical and personal insurance plan. A subsistence allowance is also provided to our PRC employees for any outstation duties.

Although PRC Labour Laws allow the forming of a union, there were no unions formed by our PRC employees. We do not hire those below the age of 18, which is the minimum age to commence working under PRC Labour Laws. None of our operations was identifi ed as having a signifi cant risk of incidents of forced labour.

RECOGNISING EMPLOYEES’ SUPPORT

PNHB Group recognises that our employees are core assets of the Group and strongly believes in rewarding our employees for their commitment, dedication and hard work.

To recognise good work and to motivate productivity, employees with good and excellent performances are awarded bonuses, salary increments, position upgrades and promotions.

In appreciation of the employees’ contributions, in 2012 SYABAS held a “Majlis Penyerahan Pampasan Kepada Kakitangan Serta Waris Keluarga Kakitangan SYABAS” for existing employees.

At PNSB, “Majlis Penyerahan Insuran Pampasan Kepada Ahli Keluarga Bekas Kakitangan Yang Telah Meninggal Dunia” were held to show PNSB’s appreciation to the demised staff. In addition, PNSB provides fi nancial assistance to the family of the demised staff for a year for those in dire need of fi nancial assistance in view of non-working spouses.

Annual Report 2012 Puncak Niaga Holdings Berhad Career Development 135

The Group has a human capital retention policy to retain the best employees, to provide avenues for employee development and advancement, and to equip the employees with the necessary skills as they grow with the Group. Valuing With a structured performance evaluation framework in place and an emphasis on self Our People development and career development and advancement, we believe that we have managed to groom and retain the best employees as well as providing them with career opportunities/ career path in the Group.

Performance Appraisal Exercises

With the exception of PRC Operations, the Group conduct performance appraisal exercises for all confi rmed employees twice a year.

At PNSB, the Independent Employees Performance Review Committee (“IEPRC”) is responsible for reviewing, evaluating and harmonising the assessment and scoring as rated by the Heads of Departments/Divisions. The fi nal recommendations of the review are submitted to the Executive Committee for approval and decision on the appropriate rewards, based on the individual performance of the employees and the Company’s performance, or the appropriate actions to be taken against those employees whose performances are not up to the Company’s performance requirements. Non-performing employees undergo Performance Improvement Programme (“PIP”) with counselling by the Head of Division and the Counselling Committee to improve their performances. Review of their performance is conducted for six months on a monthly basis. Senamrobik at At SYABAS, this involves a discussion session on performance which is called the ‘Challenge SYABAS Petaling Jaya Session’. Through the ‘Challenge Session’, the Company and the Senior Management are District offi ce able to constantly monitor the employees’ performance and address the challenges faced by the employees in excelling at their work.

Our PRC Operations conduct performance appraisal exercises once a year.

Training

PNHB Group is committed to equip our employees with the best available resources and training to enable them to carry out their responsibilities and prepare them for the challenges of a knowledge-based and demanding industry, as well as to enhance the productivity and competitiveness of the Group. In addition to in-house training, the Group sends its employees for external training, locally and overseas.

Details of the number of training sessions (in-house and external) conducted for PNSB, SYABAS, POG and GOM Resources in 2011 and 2012 are set out in Table B.

POG & GOM PNSB SYABAS Resources Total Category 2011 2012 2011 2012 2011 2012 2011 2012

Management (including Directors) 102 100 157 164 N/A 30 259 294 SYABAS Jom Senamrobik November 2012 Executive 265 283 617 622 N/A 102 882 1,007

Non-Executive 650 533 2,318 2,305 N/A 0 2,968 2,838

Total Personnel 1,017 916 3,092 3,091 N/A 132 4,109 4,139 Trained (92.2%) (82.9%) (97.6%) (95.0%) (83.0%) (96.4%) (91.7%)

Note: The majority of training was provided to non-executive employees.

Table B: Conduct of 2012 Training Sessions (in-house and external)

Puncak Niaga Holdings Berhad Annual Report 2012 136 PNSB’s and SYABAS’ number of training sessions decreased in 2012 as compared to 2011. PNSB trained 82.9% of its employees in 2012 while SYABAS trained 95% of its employees in 2012. 4,139 employees of the Group attended training in 2012 as shown in Table B on page 135 of this Annual Report.

Valuing Our training was conducted in fi ve broad categories namely, personal and leadership Our People development, functional/knowledge, positive mindset, supplementary knowledge, and external courses/public programme (local/overseas) (“Five Broad Categories”). Trainings enabled the employees to develop interpersonal, leadership and language skills, plus job functional skills/knowledge and health and safety knowledge. Our training department also organised motivational talks for the organisation.

New employees are required to attend a comprehensive Induction Programme (“IP”). At PNSB, the IP was for a duration of two days whereas at SYABAS, the IP was for a duration of three days and at GOM Resources, the IP was for a duration of one day only.

The breakdown of PNSB’s, SYABAS’, POG’s and GOM Resources’ training in the Five Broad Categories for 2012 is as set out in Table C.

PNSB SYABAS POG & GOM Resources No. of No. of No. of No. of No. of No. of Category Programmes Participants Programmes Participants Programmes Participants

Personal & Leadership Development 48 765 3 148 0 0 Functional Knowledge 220 1,693 100 4,685 1 9 “Teaming for Quantum Growth” Positive Mindset – – 13 684 0 0 Teambuilding Programme Supplementary Knowledge 25 418 468 12,185 2 29 External Courses / Public Programme (Local/ Overseas) 109 204 75 153 3 94

Total 402 3,080 659 17,855 6 132

Note: Employees may attend more than one training session.

Table C: Breakdown of PNSB’s, SYABAS’, POG’s and GOM Resources’ trainings held in Five Broad Categories for 2012

PNSB spent RM686,457.31 in 2012 on training, 14.1% reduction from the 2011 training cost. SYABAS spent RM886,326.60 in 2012 on training, 38.3% up from the 2011 training cost. POG and GOM Resources spent RM1,123,092.54 in 2012 on training. These are shown in Table D.

Our PRC Operations spent RM6,169.00 on training in 2012.

POG & GOM PNSB (RM) SYABAS (RM) Resources (RM) Category 2011 2012 2011 2012 2011 2012 PEKA Walk Hunt 2012

Internal 250,604.32 474,835.30 271,278.31 561,739.25 N/A 0 External 436,086.66 211,622.01 369,580.33 324,587.35 N/A 1,123,092.54

Total 798,952.98 686,457.31 640,858.64 886,326.60 N/A 1,123,092.54

Note: N/A - Not Applicable

Table D: Cost of Training for PNSB, SYABAS, POG and GOM Resources for 2011 and 2012

Annual Report 2012 Puncak Niaga Holdings Berhad Listening to Our Employees 137

We constantly engage and interact with all our employees through our Monthly Staff Assemblies and staff meetings at Divisional and Departmental levels. Our Senior Management adopts a hands-on approach and engages with our employees regularly. Valuing We believe that listening to and working in tandem with our employees is vital for the growth Our People of our business and our organisation in building a shared vision of the organisation within the competitive environment. We encourage two-way communication for all levels at the workplace vis-à-vis sharing information and knowledge.

In 2012, the Group sent all levels of employees of the Group for Motivational Transformation Programme with the theme “Teaming for Quantum Growth” to promote team leadership and to groom the employees to inculcate a shared vision, mission and goal.

Collective Bargaining Agreement

In 2012, there were two negotiation sessions held between SYABAS and the Kesatuan Pekerja-pekerja PUAS Berhad on the third collective agreement. The agreement was fi nalised in April 2012 and signed in September 2012.

Employees at our PRC operations are allowed to form a union, in accordance with PRC Labour Laws. However, as at 31 December 2012, there were no unions formed by our PRC’s employees.

Ensuring Quality and Work Ethics

In line with good corporate governance, the Group has several Codes of Conduct and Policies which express and support the strategies that steer the Group to achieve its Key Performance Indicators. These Codes and Policies are:

PNHB/PNSB • Standard Operating Procedures • Corporate Disclosure Policy • Information Technology Policies (Software Licence Policy, IT Security Policy and Copying Software Statement) • Investor Relations Policy • Health, Safety & Environmental Policy • Quality Policy • Risk Management Policy • Sexual Harassment Policy • Water Quality Policy • Gender Diversity Policy • Whistle Blowing Policy • Corporate Social Responsibility Policy • Code of Conduct – Board of Directors • Code of Conduct - Employees • No Smoking Policy “Operasi Cegah” in Gombak • Board Charter

Puncak Niaga Holdings Berhad Annual Report 2012 138 SYABAS • Standard Operating Procedures • Quality Telephone Ethics • Standard People Practices Handbooks • Sexual Harassment Policy Valuing • Corporate Responsibility Policy Our People • Code of Business Ethics • Service Counter Ethical Code • Health, Safety & Environment Policy

POG • Standard Operating Procedures • Quality Policy • Health, Safety and Environment Protection Policy • Drug & Alcohol Abuse Policy • Smoking Policy • Stop Work for Safety Policy

GOM Resources The Group • Standard Operating Procedures recognises the • Quality Policy importance of • Health, Safety and Environment Protection Policy • Drug & Alcohol Abuse Policy providing staff with • Smoking Policy an adequate • Stop Work for Safety Policy work-life balance PRC Operations

We have an Anti-Corruption Policy in place in our PRC operations. If any of our employees are found to have violated this policy, their employment with us will be terminated. There were no reported incidences of corruption in 2012.

Caring for Staff

The Group recognises the importance of providing staff with an adequate work-life balance. The Association of Water Supply Workers for Selangor, Kuala Lumpur and Putrajaya (Persatuan Kakitangan Bekalan Air Selangor, Wilayah Persekutuan Kuala Lumpur dan Putrajaya) (“PEKA”) set up on 15 September 2006 is a staff association established to provide welfare assistance and to foster social and cultural bonds between the Group’s employees and the community.

In 2012, PEKA organised various events that included recreational activities, sporting events and cultural and religious programmes. They were:

1. Recreational Activities • Photo Jamboree on 3 March 2012 • Fishing Competition on 27 May 2012 PEKA’s Fishing • Walk Hunt and Mini Carnival on 10 November 2012 Competition 2012 • Visit to Johor Premium Outlets on 1 December 2012

2. Sporting Events • Kuantan Century Ride on 25 March 2012 • Bowling Competition President Cup 2012 on 14 April 2012 • Seminar/talk on Indian Traditional Exercise (Yoga) & Ayurvedic Treatment on 26 May 2012 • Ping Pong Competition on 16 June 2012 • Futsal Competition on 30 June 2012

Annual Report 2012 Puncak Niaga Holdings Berhad • Bowling Competition 3 Penjuru on 14 July 2012 139 • Ipoh Century Ride on 15 July 2012 • Pertandingan Bola Sepak 9 Sebelah on 20 October 2012 • Sepak Takraw Championship on 17 November 2012 • Netball Championship on 8 December 2012 • Volleyball Championship on 29 December 2012 Valuing Our People 3. Cultural & Religious Programmes • Solat Sunat Hajat & Tazkirah every Thursday of the 2nd and 4th week of the month • Maulidur Rasul celebration on 5 February 2012 • Program Bubur Lambuk with Media and Celebrities on 3 August 2012 • Fiesta Aidilfi tri Puncak Niaga at Sg Batu WTP on 8 September 2012, SSP2 WTP on 13 September 2012 and Sg Langat WTP on 15 September 2012 • Majlis Ibadah Qurban on 27 October 2012 • Majlis Berkhatan on 24 November 2012 • Seminars on Religion/Tazkirah at PNSB’s/SYABAS’ offi ce and WTPs

4. Other Events • Seminar on “Alerting parents on child behaviour towards crime” and Self-grooming Class “Be Beauty” on 10 March 2012 • PEKA’s 6th Annual General Meeting on 31 March 2012 • Visit to Rumah Jagaan & Rawatan Orang Tua Al-Ikhlas, , Selangor on 14 April 2012 • Program Kursus Pengurusan Jenazah with Jabatan Agama Islam Selangor (“JAIS”) on 28 April 2012 • PEKA members’ children visit to NSTP & Karangkraf at Shah Alam on 5 June 2012 • Majlis Berbuka Puasa bersama Anak Yatim on 3 August 2012 • Program Gotong Royong at an orphanage home at Bandar Tasek Puteri, Rawang, Netball Championship 2012 Selangor on 13 August 2012 • Visit to demised employee’s family and employees who suffered from sickness etc. • “Program Gotong-Royong” to clean up WTP and staff quarters

Our Executive Directors and Senior Management actively participated in these programmes to give support and encouragement to the employees.

ENSURING HEALTH AND SAFETY

Everyone has the right to work in a healthy and safe environment. As a responsible and caring employer, we always ensure that our employees are treated well and fairly in a healthy, safe environment. We also ensure a safe environment in our premise to our visitors and contractors. The Group takes responsibility for preventing any work-related injuries or illnesses. The Group had in 2012 demonstrated to the best of its ability, its commitment to improving health and safety at our workplace.

PNSB

Health, Safety and Environment

Volleyball Championship on In September 2011, PNSB was awarded the Occupational Health And Safety Assessment 29 December 2012 Series (“OHSAS”) 18001:2007 certifi cations by the Bureau “Det Norske Veritaas” (DNV) for 27 Water Treatment Plants (“WTP”) and three Regional Offi ces. This OHSAS 18001:2007 Award attests to PNSB’s compliance with International Occupational Health & Safety (“OHS”) management system specifi cations and to the Company’s exemplary standards in delivering a high quality potable water supply as well as to its excellent health and safety practices at the workplace.

Puncak Niaga Holdings Berhad Annual Report 2012 140 PNSB established an OHS management system prior to the prestigious accreditation, with the aim of eliminating or minimising risk to employees, visitors, contractors and other parties who are exposed to OHS risks within its operations. Amidst its rapid expansion over the years, PNSB has been investing in establishing, maintaining and improving OHS at its operations.

Valuing This coveted industry certifi cation is evidence of our commitment to OHS and is clear proof of Our People the Company’s high standards of safety awareness, which can be traced back to the fi rst day of its operations. The certifi cation has also motivated us to further strengthen our initiatives towards effi ciently meeting our health and safety obligations and is a rewarding recognition of our dedicated efforts to achieve results that are favourable to all our stakeholders, shareholders, employees and customers.

PNSB’s Occupational Health and Safety Management Performance

PNSB provides the necessary health and safety protections for employees who may be exposed to hazards while performing their duties. Apart from complying with statutory requirements, PNSB has its own internal controls to achieve optimum results for OHS at the workplace. Since 2004, PNSB has a Corporate Health & Safety Committee, to ensure full compliances with OHS requirements in the workplace.

For proper implementation of OHS procedures, PNSB’s employees and permanent contractors must be adequately trained in three categories namely, Statutory Requirements, Competency Training and Awareness Training. All WTPs and dams staff are required to undergo a minimum of two man-days of training annually while permanent contractors must undergo at least one man-day of training a year.

In 2012, Health, Safety and Environment (“HSE”) induction training, and mock drills as well as Emergency Response Plan (“ERP”) training were carried out at all the 28 WTPs and the three dams to ensure staff are responsive and ready in the event of emergencies or crises. ERP drills were conducted to familiarise and to measure the level of readiness among our employees in responding to unforeseeable crisis situations. In addition, our Safety and Health Offi cers conducted 31 Site Safety Inspections at the WTPs and dams.

The objective of these programmes is to ensure that all our WTPs and dams comply with safety regulations and adhere to the safety management system established within PNSB. In the process, matters such as adequate signage as well as proper storage of chemicals and usage of personal protective equipment at the workplace are also reviewed annually.

In 2012, PNSB implemented the following OHS programmes:-

1. Fire Safety Training for ERP Team

Four sessions of Fire Safety Training were held from March to December 2012 at the Akademi Bomba & Penyelamat Kuala Kubu Baru. The training was attended by 120 employees from various WTPs, dams and the Headquarters.

The objective of the training was to expose the staff to fi re safety equipment, to enhance Hand & Finger Campaign their knowledge of fi re safety, and to educate them on how to handle fi re during an emergency. The knowledge of fi re safety is useful not only at the workplace but at home and other premises too.

Annual Report 2012 Puncak Niaga Holdings Berhad 2. Hazard Identifi cation and Risk Assessment 141

The objectives are:-

• To identify hazards associated with the workplace facilities and the activities of all personnel (including subcontractors and visitors), as well as to evaluate and Valuing categorise any identifi ed risks. Our People • To defi ne, via a Risk Management System, the objectives and targets of the management programme, with the aim of preventing and controlling risks. • To check, monitor and review the system at the managerial level to ensure the effectiveness of the management system.

3. Emergency Preparedness and Response Plan

PNSB’s Emergency Preparedness and Response Plan has been continuously enforced and improved and in 2012, the following took place:-

• Modifi cation of the siren signal system to better distinguish the type of alarm. • Reorganisation and retraining of the fi re fi ghting and rescue team and plant support team for increased effi ciency. • One major and three minor mock drills at each of the WTPs and dams. • Regular drills conducted both internally and with the collaboration of external parties such as chemical suppliers.

4. Health and Safety Management Improvement for Contractors

PNSB has implemented a clear health and safety management policy for its contractors by conducting contractors’ HSE briefi ngs at Headquarters’ level. The system was put in place to enhance the health and safety performance of contractors working at or for PNSB.

5. Surveillance Audit / Inspections

A corporate audit of the health and safety management system was performed in 2012 by the OHSAS 18001 Internal Auditors for various Regions and Headquarters to ensure compliance with OHS requirements and to enhance the health management system.

6. Management Review

Top management is responsible for reviewing OHSAS annually at plant to ensure the continuing, suitability, adequacy and effectiveness of the system. The review includes assessing Opportunity for Improvements (OFI), and the needs of the OHS management system, the status of the OHS policy and objectives, OHS resources and other elements of the OHS management system. Records regarding management review decisions and actions prior to possible changes are retained and made available for future communication and consultation.

We are pleased to announce that PNSB is in full compliance with the statutory requirements Health and Safety training regulated by the Department of Occupational Safety and Health (“DOSH”).

In 2012, PNSB held 18 health and safety trainings, briefi ngs and talks such as Chlorine Handling Training, Training and Briefi ng for LEV/GEV & Chemical Exposure Monitoring, ERP Training, Malaysian Society of Occupational Safety & Health (“MSOSH”) Audit – HSE Briefi ng, Safety Talk, Fire Prevention Training, HSE – SOP Briefi ng Workshop and Forklift Defensive Driving Training.

Puncak Niaga Holdings Berhad Annual Report 2012 142 Lost Time Injury (LTI)

No LTIs occurred in 2012, except for two cases of Medical Treatment Injury (MTI) which occurred at the Central and Northern Region.

Valuing We are proud to announce that since its commission in July 1998, the SSP2 WTP has no Our People industrial accidents and the WTP has demonstrated a high level of commitment to health and safety standards at the workplace and its practices and procedures have constantly followed the Integrated Management System covering ISO 9001 (Quality), ISO 14001 (Environment) and OHSAS 18001 (Safety) Management Systems. It is worth noting that, since September 2002, LTIs have included the man hours of contractors and suppliers after they have undergone extensive health and safety training and familiarisation at SSP2 WTP.

The LTIs recorded in 2012 were as follows:-

Accidents/Incidents Occurred in 2012 Wangsa SSP2 Maju Sg Sireh Central Southern Northern PNSB Type of Incident WTP WTP WTP Region Region Region HQ

LTI 0 0 0 0 0 0 0 Medical Treatment 0 0 0 1 0 1 0 First Aid 0 0 0 0 0 0 0 Near Miss 0 0 0 0 0 0 0 Property Damage 0 0 0 0 0 0 0 Spillage 0 0 0 0 0 0 0 Fire 0 0 0 0 0 0 0 Dangerous Occurrence 0 0 0 0 0 0 0 Majlis Berkhatan PEKA 2012 Chemical Release 0 0 0 0 0 0 0 Explosion 0 0 0 0 0 0 0

Total 0 0 0 1 0 1 0

Table E: Breakdown of LTIs in 2012

The total man hours with Zero LTIs were as follows :

WTP Million Man Hours with Zero LTI

SSP2 WTP 4,475,172.27 (SSP2 WTP has had zero LTI since its commissioning on 17 July 1998) Wangsa Maju WTP 1,142,165.22 (Wangsa Maju WTP has had zero LTI since its commissioning on 18 July 1998) Sg Sireh WTP 374,932.67 Central Region 3,453,194.62 Southern Region 2,686,258.99 Northern Region 3,694,666.52 Majlis Berbuka Puasa with Anak Yatim 2012 PNSB HQ 4,423,615.00

Annual Report 2012 Puncak Niaga Holdings Berhad ACHIEVEMENTS 143

1. Awards

(a) Malaysian Society of Occupational Safety & Health (MSOSH) Award: Valuing At the MSOSH Excellence Award 2012 held on 6 July 2012, eight of PNSB’s WTPs Our People won the following awards:-

WTP Award SSP2 WTP Gold Class I Wangsa Maju WTP Gold Class I Bukit Tampoi WTP Gold Class I Sg Batu WTP Gold Class I Kalumpang WTP Gold Class I Sg Selisek WTP Gold Class I Sg Dusun WTP Gold Class II Ampang Intake WTP Gold Class II

(b) National Council of Occupational Safety & Health (NCOSH) Award: All Regional Offi ces and 26 WTPs NCOSH honoured the Sg Langat WTP with a Gold Trophy Award under the water utility sector on 30 October 2012. have obtained the internationally (c) Laboratory Excellence Award By Institute Kimia Malaysia (“IKM”) recognised standard ISO 9001:2008 PNSB’s Central Laboratory’s/SSP2 WTP Laboratory’s high standards for training, health and safety earned them the Institut Kimia Malaysia (“IKM”) Laboratory Quality Management Excellence Award 2012 on 30 November 2012. System certifi cation

CERTIFICATIONS

ISO 9001:2008 CERTIFICATION FOR ALL WTPS

In 2012, additional nine WTPs had been certifi ed with ISO 9001:2008 Quality Management System (“QMS”). As at August 2012, all Regional Offi ces and 26 WTPs have obtained the internationally recognised standard ISO 9001:2008 QMS certifi cation. The ISO 9001:2008 certifi cation refl ects PNSB’s commitment towards Quality Management in managing the WTPs.

SYABAS

Health, Safety And Environment

SYABAS operates a Health, Safety & Environment (“HSE”) Policy backed by Top Management to provide a safe and healthy workplace at all times, and to ensure that its business is conducted to the highest standards.

Puncak’s Cyclist Team at Kuantan Century Ride

Puncak Niaga Holdings Berhad Annual Report 2012 144 SYABAS endeavours to:

• Recognise HSE objectives as an integral part of its business performance. • Continually improved its HSE management system. • Establish and periodically review its safety and environmental objectives and targets. Valuing • Comply with all the applicable HSE legal and other requirements to which SYABAS Our People subscribes. • Provide suffi cient information, instruction, training and supervision to enhance employees’ HSE consciousness so that work is performed safely. • Minimise waste and continually prevent pollution in all activities. • Investigate any incidents whose fi ndings can be used to develop and improve HSE conditions and performance.

SYABAS’ Occupational Safety and Health (“OSH”) programmes are coordinated to ensure that we are able to harmonise and make OSH part of the workplace culture.

ACHIEVEMENTS

1. MSOSH OSH Award Through its Human Resource The objective of participation is to evaluate and assess the effectiveness of the safety & Administration management system implemented by SYABAS and to ensure that its workplaces are safe and healthy. At the MSOSH OSH Award held on 6 July 2012, seven districts namely Department, Kuala Lumpur, Hulu Langat, Petaling, Gombak, Sabak Bernam, Hulu Selangor and SYABAS achieved Kuala Selangor obtained Gold (Class I) Awards and three districts, namely Kuala Langat, ISO 9001:2008 Sepang and Klang obtained Gold (Class II) Awards. certifi cation on CERTIFICATION 4 May 2012 1. OHSAS 18001:2007 (Health and Safety) Certifi cation Programme

The objective of this programme is to gain recognition of the safety management system implemented by SYABAS. Three districts namely, Petaling, Hulu Langat and Kuala Lumpur achieved OHSAS 18001:2007 (Health and Safety) certifi cation on 28 March 2012. The scope of the certifi cation programme is “Distribution and storage of treated water at Petaling, Hulu Langat and Kuala Lumpur districts including their operations and the administrative operations of the HSE Section at Headquarters”.

In 2012, SYABAS implemented the following OSH Programme:-

1. ISO 9001:2008 Certifi cation Programme

Through its Human Resource & Administration Department (“HRAD”), SYABAS achieved ISO 9001:2008 certifi cation on 4 May 2012. The objective of this programme is to ensure that a working system is effectively implemented and monitored by the HRAD.

Bowling Competition 2. SYABAS NIOSH Safety Card (“SNSC”) Programme President Cup 2012 An SNSC Programme was conducted to enhance the compliance standards under the provisions of Section 15(2)(c) of the Occupational Safety & Health Act (“OSHA”) 1994 which requires employers to provide information, instruction, training and supervision to ensure the safety and health of contractors who work at their clients’ premises.

As at 31 December 2012, 120 training sessions involving 1,916 participants had been conducted for SYABAS’ contractors.

Annual Report 2012 Puncak Niaga Holdings Berhad 3. HSE Internal Audit 145

The objectives of the HSE Internal Audit:- • To evaluate the level of implementation of HSE requirements at District offi ces. • To propose corrective action and improvement in all cases of non-conformance. Valuing Two HSE Internal Audits were conducted at every District Offi ce. SYABAS appointed 62 Our People Internal Auditors to assist in the HSE Internal Audit exercise for 2012.

All Non-Conformance Requests were rectifi ed and closed within the agreed timeframe given by the Internal Auditors.

4. National Council of Occupational Safety and Health (NCOSH) Award 2012

SYABAS participated the NCOSH Award 2012 to gauge the level of implementation on safety and health at workplace.

5. Confi ned Space Emergency Drill Programme

The objective of the Confi ned Space Emergency Drill programme is to enhance the skills and the knowledge of workmen who work in confi ned spaces. The programme includes steps to be taken in an emergency situation while working in a confi ned space, and exposure on how to operate rescue equipment.

In 2012, SYABAS conducted the Confi ned Space Emergency Drill programme involving nine more districts and for future planning, SYABAS planned to increase the number of competent staff in confi ned space by organising competencies programme such as GOM Resources’ Authorised Entrants and Standby Person And Authorised Gas Testers by collaboration HSE Rescue Boat Training with NCOSH.

6. Defensive Riding

HSE, SYABAS has initiated a programme in collaboration with MSOSH and the Social Security Organisation (“SOCSO”) to raise awareness to the motorcyclist on the importance of road safety, safe riding methods and emergency preparedness. The programme provided information about types of motorcycles and the safety aspects of motorcycle riding, accident statistics and actions to be taken by motorcyclists in accident situations.

In 2012, the programme was conducted in ten series at three different locations namely, Sg Besi, Kuala Selangor and Gombak. At the end of each session, all participants were given a test to evaluate their understanding of the course.

7. HSE Training

In 2012, SYABAS conducted 73 HSE training sessions involving 1,515 staff, to provide awareness of HSE matters and to equip them with adequate information and knowledge about safety, covering mandatory issues, competency and general training. Fire Drill Programme Authorised Entrant and Standby Person (“AESP”) in Confi ned Space training was conducted at NIOSH for staff who work in confi ned spaces. The training informs staff of their responsibilities as AESPs, safety measures that need to be taken while working in a confi ned space and equipment to be used in confi ned spaces. Authorised Gas Tester Refresher training was also conducted for SYABAS’ seven Authorised Gas Testers (“AGT”).

Puncak Niaga Holdings Berhad Annual Report 2012 146 8. Fire Drill Programme

The Fire Drill Programme was successfully conducted at all District Offi ces with co-operation from the Fire Rescue Department to comply with Section 13 of the Factories & Machinery Act 1970 (Safety, Health Welfare) and with the requirement listed Valuing in OHSAS 18001:2007 Standards. Our People 9. Lost Time Injury (“LTI”)

SYABAS aspires to complete accident and incident reports within three days to ensure cases are resolved quickly.

As at the end of 2012, SYABAS had recorded 6,809,216 manhours without LTIs. This statistic includes the ten District Offi ces covered by SYABAS.

The LTIs recorded in 2012 were as follows:

2012 Type of Injuries Employees Contractors

FATALITIES 0 0 LTI 0 0 Restricted Work Cases 0 0 Medical Treatment Cases 0 0 First Aid 0 0 Equipment Damage 0 4 Near Miss 0 2 Fire 0 0 Spill 0 0 Hydrocarbon Release 0 0 Vehicle Accident 0 0 Others 0 0 Hazards Report 0 109 Manhours 80,524 171,228

In 2012, SYABAS arranged for HSE Trainings for the employees namely, First Aider Training, health talk and safe handling of forklift truck, HSE Knowledge Enhancement Programme for Technician. SYABAS also conducted briefi ngs such as Law Requirements, Working at Heights, Permit to Work, Ergonomics HIRADC and Personal Protective Equipments.

PUNCAK OIL & GAS SDN BHD (“POG”)

Health, Safety And Environment

A Corporate HSE Committee was formed with two meetings held on 18 April 2012 and 9 August 2012 and had participated in monthly Petronas HSE Focal Person meeting.

In 2012, POG implemented the following OHS programmes: Blood donation campaign 2012 in Hulu Langat • Endorsement of four HSE related policies including the HSE Protection Policy; Drug and Alcohol Abuse Policy; the Smoking Policy; and the Stop Work for Safety Policy • Conduct of communication sessions to address offi ce safety, basic life support and offi ce move safety • An Emergency Evacuation Drill was held in July 2012 at POG’s Offi ce

Annual Report 2012 Puncak Niaga Holdings Berhad GOM RESOURCES 147

Health, Safety And Environment

GOM Resources’ Corporate HSE Committee was set up in May 2010. Valuing In 2012, GOM Resources implemented the following OHS programmes: Our People

• A ‘Driving Safely, Buckle Up’ campaign was held with Kebabangan Petroleum Operating Company Sdn Bhd (“KPOC”) in Etiqa building • Monthly management visits were made to project site • HSE induction was conducted for all new staff • A monthly safety campaign on hand and fi nger injury protection; housekeeping; slip trip and fall protection; and lifting safety was held at project sites • Monthly drills were conducted including muster drill, fi re drill, helicopter crash drill, CPR, fi rst aid and stowaway drills • Project pre-mobilization Induction was conducted at Batam, Labuan, Kota Kinabalu and Kemaman • Health Campaign at the worksite includes high blood pressure check, blood cholesterol & glucose • Construction Risk Assessment were conducted for all installation and project campaigns • Monthly Safety Award presentation were made to the Safest Man of the Month, the Best Safety Observation Report (“SOR”), the Highest SOR and the best Stop Work for Safety Initiative • A Petronas Carigali Sdn Bhd (“PCSB”) Project was conducted including Time off For Safety and Touch the Heart sessions • Staff participated in a marine forum and a quarterly contractor conference • Urine testing for drugs and alcohol was conducted for all project crew and spread • Monthly site safety committee meetings were held • A Hazard Hunt and weekly safety walkabouts were held at the work site • Monthly Spread Vessel Visit and Inspection

The LTIs recorded in 2012 were as follows:- 2012 Type of Injuries Employees Contractors

FATALITIES 0 0 LTI 0 0 Restricted Work Cases 0 0 Medical Treatment Cases 1 2 First Aid 0 0 Equipment Damage 4 – Near Miss 5 – Fire 0 – Spill 0 – Hydrocarbon Release 0 – Vehicle Accident 0 – Others 0 – SOR 2,436 – Manhours 1,661,136 – GOM Resources’ launching of HSE campaign ACHIEVEMENTS

Injury Free Recognitions

On 25 May 2012, the management and crew of the Derrick Lay Barge 264 (“DLB 264”) were recognised by GOM Resources for their outstanding achievement in preventing work-place injuries and for achieving 250,000 man-hours LTI-free. The management and crew of DLB 264 were also recognised for achieving 500,000 man-hours LTI-free on 18 July 2012.

Puncak Niaga Holdings Berhad Annual Report 2012 148 The KPOC project received an award for achieving 1,000,000 man hours LTI-free on 15 October 2012.

GOM Resources (DLB264) was awarded for its 2,000,000 man hours LTI-free on 30 October 2012. Valuing Our People CERTIFICATION

1. GOM was awarded the following Integrated Management System certifi cates by Det Norske Veritas (“DNV”):-

• ISO 9001-2008, Quality Management System • ISO 14001-2004, Environment Management System • OHSAS 18001-2007, Occupational Health and Safety Management System • ISO/TS 29001-2010, Petroleum, Petrochemical and Natural Gas Industries – Sector Specifi c Quality Management System

The objectives and benefi ts of implementing an Integrated Management System and of ISO certifi cations are:-

• Meeting clients’ requirement for all companies servicing the Oil & Gas sector to have ISO 9001 certifi cation. • Increasing operational effi ciency by maintaining standard processes. • Uplifting the Company’s image with a high standard of Quality Management System which support GOM Resources operations. • Increasing the Company’s marketing value by winning recognition from an international certifi cation body. • Reducing auditing time by integrating the four systems into one. Staff Monthly Assembly Security Services

On 9 June 2006, PNHB formed its Auxiliary Police with the objectives of enhancing PNHB security services, creating and maintaining a safe working environment for staff, and customers, and protect the Company’s asset. The PNHB Auxiliary Police project a good image by overseeing security and performing the task of developing the trust of PNHB, the Government and the public.

Armed with knowledge gained during Auxiliary Basic Training and the authority granted by the Royal Malaysian Police (“PDRM”) to enforce rules and regulations, in 2012, PNHB Auxiliary Police Agency continued its strong commitment and outstanding services to PNHB and the Government. Besides playing a major role in PNHB, it also continuously provided close rapport with the PDRM and local authorities in order to deal with any security issues.

With a staff strength of 305, the Auxiliary Police have been placed at PNHB’s Management Offi ce, Store, Residency, Billing Counters, WTPs, Pump Houses, Balancing Reservoirs and all sites belonging to PNHB. Besides carrying out standard security duties, the PNHB Auxiliary Police performs the following tasks:-

• Acting as Cash-In-Transit (“CIT”) for cash handling activities Training Drill by • Escorting vehicles of VIPs or any others as required by the Company PNHB’s Auxiliary Police • Ensuring proper protocol for offi cial ceremonies organised by PNHB • Assisting the PDRM in carrying out joint patrols and being omnipresent in specifi ed locations • Performing surveillance tasks as directed by the Management • Participating in PDRM’s offi cial activities by invitation • Carrying out police vetting of newly recruited staff to ensure that they do not have criminal record.

Annual Report 2012 Puncak Niaga Holdings Berhad In order to enhance the knowledge and effi ciency of all the PNHB Auxiliary Police staff, 149 external training is conducted on an ongoing basis. Shooting training is conducted every year to ensure that the PNHB Auxiliary Police staff have good shooting skills and are able to handle fi rearms effi ciently. In ensuring that all PNHB Auxiliary Police staff have a high level of fi tness, they are sent for continuous fi tness training and are tested twice a year. Valuing MANAGING OUR SUPPLIERS AND CONTRACTORS Our People

PNSB

As at 31 December 2012, PNSB had enlisted 203 contractors as panel contractors, suppliers or consultants. Apart from the normal criteria assessment for contractors, suppliers or consultants, such as fi nancial and operating strength, past and current performance record, licence or certifi cation from government and regulatory bodies, history of satisfactory performance with other companies and registration with relevant government agencies or bodies, we ensure the quality of the contractors’ or consultants’ services, by incorporating clauses in our contracts specifying that work done must be of the highest quality and conform to our standard desired practice, failing which, PNSB has the right to reject the goods or services provided by them.

We do not condone contractors who are unable to provide proper services, thereby putting us and the consumers at risk by causing water supply disruptions and other inconveniences or dangers. We do not hesitate to penalise or terminate contractors who do not practise WATER FACTS safety at the work site or who fall short of our requirements. Water increases SYABAS energy levels As at 31 December 2012, there were 543 contractors, suppliers and service providers registered with SYABAS. In addition to that, SYABAS has registered 214 panel contractors for pipes and meters to carry out emergency works for ten SYABAS’ District Offi ces. Like PNSB, SYABAS has a procurement policy with which contractors, suppliers and service providers are appointed. Their appointment and selection also includes non-commercial terms, such as sound and proven track records of their technical capability.

To ensure the quality of works and services, contractors, suppliers and service providers have to abide by SYABAS’ following guidelines:-

• Garis Panduan Kontraktor, Pembekal dan Penyedia Perkhidmatan. • Garis Panduan Bagi Kerja-Kerja Penyenggaraan Paip SYABAS.

We do not condone contractors who are unable to provide proper services, thereby putting us and the consumers at risk by causing water supply disruptions and other inconveniences or dangers. We do not hesitate to penalise or terminate contractors who do not practise safety at the work site or who fall short of our requirements.

Auxiliary Police Shooting Training

Puncak Niaga Holdings Berhad Annual Report 2012 150 At Puncak Niaga Holdings Berhad (“PNHB”), we recognise the need to preserve and to protect the environment and we also recognise the impact that results from our operations. As we operate, the environmental aspects are involved in every area of our business and we continue, to the best of our ability, to minimise the negative effect. Our commitment to preserve the environment is inculcated into all relevant aspects including raw and treated Preserving water quality, water safety and public health and we continually review our operations and Our processes to identify the relevant elements. Environment The Group continues to operate in an ethical and environmentally responsible manner that contributes to sustainable development. Operating in this industry, we recognise our corporate social responsibility for the environment and we endeavour to optimise the use of natural resources. Our environmental initiatives include energy performance, and waste and effl uents management.

Our environmental commitment is also nurtured within our workplace. This is refl ected in the various environmental initiatives practised at our offi ces and Water Treatment Plants (“WTPs”) including reducing paper consumption, and applying 3R (Reduce, Reuse, Recycle) activities and energy conservation practices. We carefully monitor our carbon footprint so as to better manage the emissions derived from the activities of the Company, its employees, The Group suppliers and contractors. continues to operate in an Syarikat Bekalan Air Selangor Sdn Bhd (“SYABAS”) takes its corporate environmental responsibility for the protection, conservation and enhancement of the natural environment ethical and very seriously. One of SYABAS’ most tangible commitments to the sustainability of water environmentally resources in Selangor is its Environmental Surveillance Section (“ESS”), a division fully responsible manner responsible for monitoring issues relating to the environment within the six water catchment that contributes areas in Selangor. Through the ESS, SYABAS has developed Water Resources Surveillance Programmes via its Sanitary Surveys, its Water Quality Index (“WQI”) Programme, to sustainable Environmental Impact Studies and investigations of raw water quality violations. These development programmes focus on preservation of and/or improvement in raw water quality, identifying and monitoring potential pollution sources and activities, and liaising with and making appropriate recommendations to stakeholder groups including water operators, government departments/authorities, government agencies and civil society to mitigate incidences of pollution, and to ensure environmental care.

PUNCAK NIAGA (M) SDN BHD (“PNSB”)

Raw Water Quality and Violation

Raw water pollution is one of the leading causes of WTP shutdowns and operational interruptions.

To determine pollutant levels in raw water sources, we monitor raw water quality violations at 27 water intakes located within six water catchment areas operated by Puncak Niaga (M) Sdn Bhd (“PNSB”). The water quality data is compiled based on the monthly Water Quality Reports.

Annual Report 2012 Puncak Niaga Holdings Berhad The raw water quality is monitored according to the parameters set out under the 151 Recommended Raw Water Quality Limit of the Ministry of Health’s (“MOH’s”) National Standard for Drinking Water Quality (2004) (“NSDWQ”) as categorised in Table A:-

Total Raw Water Quality Violations Recorded Preserving Parameter group 2011 2012 Our Microbiological 496 465 Environment Group I - Physical 409 464 Group II – Inorganic matter 176 184 Group III – Heavy metals 1 1 Group IV – Pesticides 0 0 Group V - Radioactivity 3 0

Total 1,085 1,114

Table A: Breakdown of PNSB’s Violated Parameters in 2011 and 2012

Chart A illustrates the annual raw water quality violations and plant shutdown cases from 1995 until 2012.

1,600 1,485 7000

1,400 1,319 1,268 6000

1,200 1,085 1,114 1,044 5000 957 1,008 1,000 909 810 830 4000 804 802 796 800 658 3000 600 511 522 2000

400 Loss (Hours) Production 273

Frequency of Plant Shutdown Frequency 277 225 247 171 166 164 1000 No. of Raw Water Quality Violation & No. of Raw Water 200 123 87 76 75 99 102 0 85 21 7 918 0 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012

Year Total Raw Water Quality Violations Plant Shutdown Due to Raw Water Violation Production Loss (No. of Hours)

Chart A: Annual Raw Water Quality Violations and Plant Shutdowns (1995-2012)

PNSB’s raw water quality data shows that the number of violations increased by 2.7%, from 1,085 in 2011 to 1,114 in 2012 (Table A).

Based on PNSB’s raw water quality monitoring, it showed that most violations occurred in Sg Langat, Sg Selangor, Sg Bernam and the Sg Tengi basins, as recorded in Table B.

Total Raw Water Quality Total Violations Recorded Catchment Area WTP(s) 2011 2012

Inspection visit at 437 Sg Langat 8 416 Sg Langat WTP Sg Selangor 7 286 272 Sg Bernam 4 188 198 Sg Klang 6 27 42 Sg Buluh 2 20 24 Sg Tengi 2 148 141

Total 29 1,085 1,114

Table B: Breakdown of PNSB’s Violations by Catchment Area in 2011 and 2012 Puncak Niaga Holdings Berhad Annual Report 2012 152 As mentioned earlier, raw water pollution is one of the leading causes of WTP shutdowns and water supply interruptions. When such incidences occur, an environmental investigation is conducted to identify the source of the raw water pollution.

As soon as the source is identifi ed, authorities such as the National Water Services Commission Preserving (“Suruhanjaya Perkhidmatan Air Negara”) (“SPAN”), Jabatan Alam Sekitar (“JAS”) Selangor Our and Selangor Water Management Authority (Lembaga Urus Air Selangor) (“LUAS”) will be Environment informed for further action. Following this, full investigation reports are forwarded to these authorities and other government agencies such as the Ministry of Energy, Green Technology and Water (“Kementerian Tenaga, Teknologi Hijau dan Air”) (“KeTTHA”), the Selangor State Government and the respective municipal councils.

Cooperation from these authorities is necessary for action to be taken against the perpetrators of the pollution. Recommendations and solutions are also put forward to ensure that such incidences of pollution do not occur again.

In 2012, 15 incidences of raw water pollution occurred that resulted in WTPs shutdown. The details of these incidences are as follows:-

Shutdown Type of Probable source No Date WTP hours pollution of pollution

1 24.2.2012 Sg Selisek 6.5 hrs High raw Suspected due to water discharges from ammonia chicken farm level

2 25.2.2012 Sg Selisek 5 hrs High raw Suspected due to water discharges from ammonia and chicken farm manganese level

3 29.2.2012 Sg Selisek 5 hrs High raw Suspected due to water discharges from ammonia chicken farm level

4 7.3.2012 Cheras 9.75 hrs Diesel Suspected from Mile 11 spillage a quarry site

5 7.3.2012 Ampang 3.75 days Landslide and Heavy rainfall resulting Intake fl ood mud and runoffs from nearby forest reserve area enter into treatment plant facilities, fl occulation tank, sedimentation Water quality sampling tank and fi lter tanks and testing 6 26.4.2012 SSP2 15 hrs Abnormal Suspected due to odor leachate contamination (leachate at Sg Air Hitam smell)

Annual Report 2012 Puncak Niaga Holdings Berhad 153 Shutdown Type of Probable source No Date WTP hours pollution of pollution

7 20.5.2012 Sg Selisek 4.75 hrs High raw Suspected due to water discharges from ammonia chicken farm Preserving level Our Environment 8 1.6.2012 Sg Selisek 2.75 hrs High raw Suspected due to water discharges from ammonia chicken farm level

9 5.7.2012 Sg Selisek 5.5 hrs High raw Suspected due to water discharges from ammonia chicken farm level

10 8.7.2012 Sg Selisek 9.5 hrs High raw Suspected due to water discharges from ammonia chicken farm level

11 17.7.2012 Sg Selisek 4.5 hrs High raw Suspected due to water discharges from ammonia chicken farm level

12 6.11.2012 Ampang 4 hrs High raw High loading of silt from Intake water disturbed catchment turbidity due to heavy rainfall

13 21.11.2012 Ampang 2.67 hrs High raw High loading of silt from Intake water disturbed catchment turbidity due to heavy rainfall

14 22.11.2012 Ampang 3 hrs High raw High loading of silt Intake water due to heavy rainfall turbidity

15 22.11.2012 Kuala Kubu 2 hrs High raw High loading of silt Bahru water due to heavy rainfall turbidity

Note: SYABAS also carried out ESS on the above WTP shutdown incidences investigated in 2012.

Table C: Record of Plant Shutdown Cases Due to Raw Water Pollution in 2012 as recorded by PNSB

BPS Eco-Challenge Programme on 27 June 2012

Puncak Niaga Holdings Berhad Annual Report 2012 154 In 2012, the production capacity and quality of treated water of some of the WTPs are also affected by raw water pollution as follows:-

Type of Probable Source Interruption of No Date WTP Pollution of Pollution WTP Operation Preserving Our 1 Monthly Sg Langat High raw Discharge from Reduced production Environment event water sand mining from 10 – 50% turbidity area near during pollution Sg Sub, tributary of Sg Langat

2 During low Salak High raw Suspected Could cause river water Tinggi water Industrial and treated water level ammonia domestic effl uent quality violations level

3 25 – 27 Cheras Abnormal Suspected Could cause January Mile 11 high fl uoride industrial effl uent treated water 2012 level quality violations

4 November – Sg Sireh Low pH Surface runoff Could cause December from peat swamp treated water 2012 during heavy rain quality violations

Table D: Incidences of Raw Water Pollution in 2012 affecting operation of the plants

Treated Water Quality

The Water Quality Surveillance (“WQS”) Programme for all the 29 WTPs managed by PNSB is conducted by the Central Laboratory (“CL”) and verifi ed by an independent accredited laboratory appointed by PNSB. The WQS Programme is carried out as per the requirements of MOH’s NSDWQ and MOH’s Quality Assurance Programme (“QAP”).

Based on the WQS Programme carried out by CL and the independent accredited laboratory in 2012, treated water compliance achieved was 99.8% as shown in Table E:

Nos of Nos of % Year analyses compliance Compliance

2012 21,945 21,910 99.8

Note: The above is based on analysis by Central Laboratory and the Independent Laboratory

Table E: Treated Water Compliance Achieved in 2012

Table F shows that the treated water produced by PNSB complied with MOH’s QAP.

Parameter MOH’s QAP (% violation) 2012 (% violation)

E. Coli < 0.4 0 Visit by students to Free residual chlorine (FRC) < 2.3 0.005 SSP2 WTP E. Coli & FRC < 0.2 0 Turbidity < 2.0 0.015 Aluminium < 10.2 0.351

Note: The above is based on analysis by Central Laboratory, the Independent Laboratory and the WTPs

Table F: Treated Water Quality compliance to QAP

Annual Report 2012 Puncak Niaga Holdings Berhad Water Quality Monitoring 155

1. Water Quality Monitoring Index Programme (“WQI Programme”)

A Water Quality Index (“WQI”) Programme is conducted on a monthly basis for all WTPs to determine the cleanliness and suitability of the raw water for the drinking water supply. Preserving The WQI assessment that is carried out for the 27 water intakes in Selangor and the Our Klang Valley serves as a basis for environmental assessment. The WQI is calculated Environment based on six parameters, namely Dissolved Oxygen, BOD5, COD, Ammoniacal Nitrogen, Total Suspended Solids (“TSS”) and pH.

Based on the WQI value, the rivers can be classifi ed under Class I, II, III, IV or V quality, whereby Class I value indicates best river water quality.

WQI Class Range Water Usage Description

I > 92.7 Water supply I – Practically no treatment necessary (except disinfection or boiling) only II 76.5 – 92.7 Water supply II – Conventional treatment required III 51.9 – 76.5 Water supply III – Extensive treatment required IV 31.0 – 51.9 Irrigation only V < 31.0 Water unsuitable for any of the above uses

(Source: Department of Environment Malaysia)

Note: Class I value indicates best river water quality.

Table G: Water Quality Index Classifi cation According to Department of Environment Malaysia

WQI Class Nos of WTPs WTP

I 8 , Kalumpang, Sungai Pangsoon, Sungai Lolo, Sungai Serai, Sungai Gombak, Sungai Kepong, Sungai Rumput WTPs.

II 12 Rantau Panjang, Headworks, North Hummock, Batang Kali, Sungai Selisek, Sungai Dusun, , , Sungai Langat, Sungai Batu, Ampang Intake, Sungai Rangkap WTPs.

III 7 Sungai Selangor Phase 2 (“SSP2”), Sungai Sireh, Bukit Tampoi, Cheras Mile 11, Salak Tinggi, Bukit Nanas, Wangsa Maju WTPs.

IV 0 None.

V 0 None.

Total 27 World Water Day 2012

Note : Sg Keroh WTP and Sg Pusu WTP have been shutdown.

Table H: Water Quality Index (“WQI”) Record at the WTPs for 2012

The average monthly WQI readings in 2012 for the 27 WTPs showed eight stations fall in Class I, 12 stations in Class II and the remaining seven stations in Class III.

Puncak Niaga Holdings Berhad Annual Report 2012 156 2. Balancing Reservoir Water Quality Monitoring

The treated water from WTPs is stored in reservoirs prior to distribution by SYABAS to consumers.

Preserving Balancing Reservoir Water Quality Monitoring at different depth is conducted on a Our quarterly basis to determine whether the reservoir requires cleaning to ensure that the Environment treated water supply is of high quality at all times.

The status of water quality in the reservoir is monitored through the analysis of water quality parameters such as pH, turbidity, colour, aluminium, iron and manganese. The monitoring results are used to determine whether the reservoir requires fl ushing or cleaning.

Based on the monitoring conducted in 2012, four reservoirs were cleaned either manually or by robotic method at Kuala Kubu Bahru, Ampang Intake, Sg Langat and Matang Pagar.

3. Ammonia Level Monitoring

For early detection and necessary action should the WTPs shut down due to high ammonia level, the ammonia level at four critical WTPs along the Sg Langat basin namely Sg Langat, Cheras Mile 11, Bukit Tampoi and Salak Tinggi WTPs are closely monitored on hourly basis.

Based on the Ammonia Level Monitoring conducted in 2012, the Summary of Daily Ammonia Level in the raw and treated water at the four WTPs along the Sg Langat basin in 2012 were as summarised below:- Ammonia level (mg/L) Raw Water Treated water WTP Min – Max (Average) Min – Max (Average)

Sungai Langat 0.00 – 0.49 (0.09) 0.00 – 0.10 (0.01) Cheras Mile 11 0.03 – 3.50 (0.53) 0.00 – 1.22 (0.01) Salak Tinggi 0.01 – 3.00 (0.78) 0.00 – 0.39 (0.05) Bukit Tampoi 0.14 – 4.50 (0.86) Old : 0.00 – 1.18 (0.09) New : 0.00 – 1.16 (0.09)

Note: MOH’s standard reading for ammonia level is 1.50 mg/L for both raw and treated water.

Table I: 2012 Summary of Daily Ammonia Level at four WTPs Along the Sg Langat Basin

PNSB has highlighted the high raw water ammonia level issue to LUAS who will take the necessary action to reduce the pollution and to prevent further raw water quality deterioration.

Filter Performance Monitoring

Filtration is the fi nal step in the water treatment process, removing fi ne suspended solids Visit by BPS Club & PEKA remaining after the clarifi cation process. Monitoring fi lter performance, most importantly to Sg Langat WTP and Sg Langat Dam tracking the running hours and headloss is critical to ensure that the fi lter remains in good operating condition. When a given fi lter has reached its specifi ed number of running hours or its headloss level whichever is earlier, backwashing is initiated.

Annual Report 2012 Puncak Niaga Holdings Berhad The Research & Process Unit (“R&P”) constantly monitors fi lter performance by tracking each 157 fi lter’s running hours. Based on the monthly statistics for 174 fi lters operating at the 29 WTPs, the breakdown of the fi lter running hours is as tabulated below:-

As at As at December 2011 December 2012 Preserving Filter Run Time Nos Nos Our Per Month (hours) of fi lter % of fi lter % Environment 60 - 72 79 46.7 54 32.4 40 - 59 72 42.6 54 32.3 30 - 39 18 10.7 12 7.2 < 30 0 0 43 28.1

Total 169 100 163 100

Note: Some of fi lters were not in operation as they were either under repair or on standby

Table J: Breakdown of fi lter running hours in 2012

In 2012, the overall fi lter performance deteriorated with an increased number of fi lters having less than 30 running hours compared to 2011. This could be due to deteriorating raw water quality and also problems with the aging of the fi lter system which may require either refurbishment or replacement of the fi lter media.

In order to improve fi lter operation, refurbishment and upgrading of the fi lter system are being actively carried out at most WTPs. Among the fi lter refurbishment works carried out in 2012 were those at the SSP2, North Hummock, Sg Rangkap, Sg Batu, Gombak, Sg Langat, Batang Kali and Rantau Panjang WTPs.

R&P will continue to monitor and perform studies to further improve the running hours with the objective of achieving a backwashing cycle of 72 hours, or whenever fi lter headloss reaches 1.8 metres, whichever occurs fi rst.

SYARIKAT BEKALAN AIR SELANGOR SDN BHD (“SYABAS”)

Water Quality Monitoring

1. Water Quality Monitoring Index (“WQI”) Assessment Programme

The details are set out under the section of PNSB’s Water Quality Monitoring on page 155 of this Annual Report. The monitoring carried out by SYABAS included additional four water intakes i.e. Sg , SSP1- Badong, SSP3-Badong and SSP3-Rasa intakes.

Year 2011 Year 2012 WQI No. No. Class of WTP WTP of WTP WTP BPS Nature Hunt 2012 in I 5 Sungai Pangsoon, Sungai 8 Kuala Kubu Bharu, Hulu Langat Lolo, Ampang Intake, Kalumpang, Sungai Sungai Rangkap, Sungai Pangsoon, Sungai Lolo, Rumput Sungai Serai, Gombak, Sungai Rumput, Kepong

Puncak Niaga Holdings Berhad Annual Report 2012 158 Year 2011 Year 2012 WQI No. No. Class of WTP WTP of WTP WTP

II 21 Bernam River Headworks, 16 Bernam River Preserving North Hummock, Batang Headworks, North Our Kali, Kuala Kubu Bharu, Hummock, Batang Kali, Environment Kalumpang, Sungai Selisek, Sungai Selisek, Sungai Sungai Dusun, Sungai Dusun, Sungai Tengi, Tengi, Sungai Buaya, SSP2, Sungai Buaya, Sungai Sungai Langat, Sungai Langat, Sungai Batu, Serai, Bukit Nanas, Sungai Ampang Intake, SSP1, Batu, Gombak, Kepong, SSP3- Badong, Wangsa Maju, SSP1, SSP3- Rasa, Semenyih, SSP3- Badong, Sungai Rangkap, SSP3- Rasa, Semenyih Rantau Panjang

III 5 Rantau Panjang, Sungai 7 SSP2, Sungai Sireh, Sireh, Bukit Tampoi, Cheras Bukit Tampoi, Cheras Mile 11, Salak Tinggi Mile 11, Salak Tinggi, Bukit Nanas, Wangsa Maju

IV 0 None 0 None

V 0 None 0 None

Total 31 31

BPS Nature Hunt 2012 Notes: • The WQI was derived from the water quality data obtained from the Monthly Report submitted by PNSB (27 intakes) and the monthly raw water sampling carried out by SYABAS (SSP1 – Badong, SSP3- Badong, SSP3-Rasa and Semenyih intakes) in 2011 and 2012. • Name of WTPs in “bold” – the WTP fell into a lower class compared to the previous year. • Name of WTPs in “bold italic” – the WTP improved to a higher class compared to the previous year.

Table K: Water Quality Index (“WQI”) Record at 31 Intakes for 2011 and 2012

Raw water quality at fi ve water intakes was found to have improved from Class II to Class I namely Kuala Kubu Bharu WTP, Kalumpang WTP, Sungai Serai WTP, Gombak WTP and Kepong WTP, whilst Rantau Panjang WTP has climbed from Class III to Class II in Year 2012. Ampang Intake WTP and Sg Rangkap WTP intakes deteriorated from Class I to Class II while three water intakes fell from Class II to Class III, namely SSP2 WTP, Wangsa Maju WTP and Bukit Nanas WTP.

2. Sanitary Surveys

The sanitary survey is a programme conducted to assess the general impact that human activities have on raw water resources and their consequent quality. It also assesses the effi ciency of the WTPs’ treatment process in respect of the raw water components as well as the treated water quality in the distribution lines.

In 2012, eight sanitary surveys were jointly conducted by SYABAS’ team with MOH and World Water Day 2012 WTP operators at the following study areas and the surveys covered the water catchment area, the WTP processes and the distribution area:-

i. Kepong WTP ii. Sungai Sireh WTP iii. Sungai Selisik WTP iv. Bernam River Headworks WTP v. Sungai Semenyih WTP vi. Sungai Semenyih WTP’s Distribution System (Petaling) vii. Sungai Semenyih WTP’s Distribution System (Hulu Langat) viii. Sungai Semenyih WTP’s Distribution System (Klang) Annual Report 2012 Puncak Niaga Holdings Berhad Based on these surveys, several activities that might have raw water pollution impacts 159 were identifi ed such as industry, land clearing, illegal sand mining, stone quarries, open landfi lls and illegal waste dumping sites. These surveys facilitate early detection and provide a general idea about the potential sources of contamination for reference and plant shutdown during the occurrence of pollution events. Preserving The survey fi ndings and recommendations are highlighted to the relevant agencies and Our authorities to mitigate pollution incidents and manage environmental risk before the Environment water supply or the operation of any WTP is jeopardised.

3. Environmental Impact Study (“EIS”)

In 2012, land use assessment for an EIS was carried out for the Sg Selangor, Sg Langat, Sg Bernam, Sg Klang, Sg Tengi and Sg Buloh catchment areas. Land use within the water catchment areas refers to various natural or human activities that may result in contamination of raw water and cause deterioration in its quality. Pollution may affect the raw water quality to the point where water treatment processes are unable to cope, leading to a disruption in the drinking water supply.

In addition to land use assessment, raw water quality monitoring and WQI assessment were also carried out for the water intakes in 2012 on a monthly basis in order to determine The Consumer the current raw water quality. Awareness and Education The EIS programme provides information on the current condition of the raw water quality and any pollution issues and risks faced within the water catchment areas. The Programme is an fi ndings and recommendations are highlighted to the relevant agencies and authorities education campaign to mitigate the environmental risk before the water supply or the operation of any WTP is that was initiated jeopardized. by SYABAS in Public Awareness Programme on Environmental Protection and Conservation 2007 to create immediate consumer The Group successfully organised and/or participated in various environmental awareness campaigns and activities in 2012 in a bid to highlight the impact of environmental pollution, awareness of water and the need to preserve and conserve our water resources (“Activities”). The details of the quality issues Activities are set out in the “Engagement with Our Community” section on pages 164 to 169 of this Annual Report.

Consumer Awareness and Education Programme (“CAE Programme”)

The Consumer Awareness and Education (“CAE”) Programme is an education campaign that was initiated by SYABAS in 2007 to create immediate consumer awareness of water quality issues. It disseminates knowledge and instils consumer confi dence that the water provided by SYABAS is clean and safe for consumption because of the stringent water quality monitoring activities carried out by SYABAS and MOH.

To educate consumers, the CAE Programme which involves media coverage includes educational events, as well as print and electronic advertisements and infomercials on SYABAS. The programme also emphasises the role of consumers in enhancing water quality, such as by inspecting and maintaining internal piping systems and internal storage tanks and by engaging licensed plumbers to ensure that inspections and cleaning are carried out professionally. It also counters misconceptions about household water fi lters, which can sometimes contribute to the deterioration of water quality at the consumers’ premises. In addition, the CAE Programme educates consumers to actively fulfi l their roles and responsibilities in preserving the quality of water supplied to their premises by maintaining the internal plumbing system.

Puncak Niaga Holdings Berhad Annual Report 2012 160 Since 2010, the CAE Programme has been carried out on a larger scale than in previous years at both the headquarters and district levels. The knowledge to be imparted is also delivered in a more interactive atmosphere in the form of educational talks, dialogues, exhibitions and demonstrations, which are not only limited to water quality issues. Thus, the CAE Programme touches on other water supply issues such as low water pressure, pipe Preserving bursts/leaks, billing problems, etc. Demonstrations of the quality of water supplied are also Our carried out at consumers’ premises. Environment To ensure continuous improvement to the CAE Programme, Standard Operating Procedures (“SOP”) for the programme were developed in 2012, together with a consumer feedback survey to evaluate the impact and effectiveness of the programme. The SOP was updated in 2012. Comments and suggestions received from consumers have enabled SYABAS to further enhance its efforts in ensuring that the supply of treated water is always clean and safe for consumption. Year 2007 2008 2009 2010 2011 2012 CAE Programme events 5 16 3 15 20 28 organised by Headquarters CAE Programme events NA 532 957 185 179 285 organised by Districts

Note: NA – Not available. CAE Programme at districts level was only introduced in 2008.

Table L: Summary of CAE Programme events organised by Headquarters and Districts from 2007 to 2012

PNSB AND SYABAS

Waste Management

Waste generated by our activities is generally residue (from our water treatment facilities), paper waste, and construction waste (from our projects and maintenance programme). Our biggest waste issues arise from the generation of residue from our WTPs.

In 2012, 1. SSP2 WTP produced 167,010 metric tonnes (“MT”) of treatment residue. 2. Wangsa Maju WTP produced 220.12 MT of treatment residue.

WTP Residue Treatment

SSP2 and Wangsa Maju WTPs are equipped with sludge treatment facilities (“STF”) to treat the residue.

The Department of Environment Malaysia had approved our application for special management of scheduled waste for the Bukit Badong Depository Area to be developed for the residues from the SSP2 and Wangsa Maju WTPs. The construction of the new depository area was completed in 2012 and the residue from the SSP2 and Wangsa Maju WTPs is now sent to this depository area.

Reducing Paper Usage

Launching of BPS Club In 2012, PNSB’s paper usage decreased by 20.4% as compared to 2011. This decrease was Programme at SMK Ungku Aziz mainly attributed to the Company’s effort in adopting a paperless offi ce. 2010 2011 2012 Paper Consumption (ton) 12.64 14.16 11.27

Carbon Emission (ton of CO2)* 3.41 3.82 3.04

* Note: Offi ce paper produces 0.27 metric ton of carbon equivalent (“MTCE”) per ton of paper (Source: The US EPA report, Solid Waste Management and Greenhouse Gases A :Life-Cycle Assessment of Emission and Sinks 3rd Edition, 2006)

Table M: PNSB Paper Consumption (A4) from 2010 to 2012 Annual Report 2012 Puncak Niaga Holdings Berhad At SYABAS, we utilise paper for our daily operations. Based on internal records, our paper 161 consumption dropped in 2012 compared to the previous year. In 2011, the A4 paper consumption stood at 59.97 ton which is equivalent to 16.19 ton of carbon dioxide (“CO2”). In 2012, the paper consumption comprising A4 and A3 papers reduced by 1.85 ton (3.1%) as compared to the consumption in 2011. 2010 2011 2012 Preserving (A4 Size) (A4 Size) (A4 & A3 Size) Our Paper Consumption (ton) 54.96 59.97 58.12 Environment

Carbon Emission (ton of CO2)* 14.84 16.19 15.69

* Note : Offi ce paper produces 0.27 MTCE per ton of paper (Source: The US EPA report, Solid Waste Management and Greenhouse Gases A :Life-Cycle Assessment of Emission and Sinks 3rd Edition, 2006)

Table N: SYABAS Paper Consumption (A4 and A3) from 2010 to 2012

PNSB and SYABAS will continue to intensify its efforts to reduce paper consumption by adopting green practices. As a start, we have encouraged the dissemination of information electronically.

Reducing Construction Waste

SYABAS requires all its contractors to clean up waste generated from maintenance activities. These contractors are monitored frequently to ensure full compliance. Further information is provided in the section entitled “Managing Our Suppliers And Contractors under the “Valuing Our People” section on pages on 126 to 149 of this Annual Report.

Use of Resources Briefi ng on BPS

Raw Water Drawn for Treatment

The table summarises the amount of raw water drawn from the various rivers and dams for treatment at PNSB’s WTPs in 2012 as provided in PNSB’s Operations Review on pages 84 to 89 of this Annual Report.

The current climate changes make weather patterns harder to predict, making it more important than ever to continue to plan and monitor the fl ow and volume of water in the rivers from which we obtain raw water so as to ensure optimisation of raw water abstraction from the rivers.

Water Utilisation

Water is used for cleaning and maintenance works such as WTP fi lter backwashing, reservoir and storage tank cleaning, cleaning of pipelines, and fl ushing.

We constantly endeavour to fi nd new ways to further reduce water usage. Already, we have cut plant water losses by adopting wash water recovery and by increasing the fi lter backwash cycle to 72 hours. In addition, to clean the pipelines, since 2007, SYABAS has used air Program SYABAS Prihatin at scouring technology instead of conventional fl ushing, which has resulted in less water usage Laman Budaya, Shah Alam in cleaning the pipelines.

In 2012, water usage at PNSB decreased by 9.49% (15,033 m3) compared to the usage amount of 16,609 m3 in 2011.

Puncak Niaga Holdings Berhad Annual Report 2012 162 Reducing water losses makes for more effective utilisation of precious water resources. Between 2005, when it started operations, and 31 December 2012, SYABAS has managed to reduce water losses from 42.78% in 2005 to 33.06% in 2012, a reduction of about 9.72%.

PNSB and SYABAS also provides technical advice to the authorities on rainwater harvesting Preserving and presented various technical papers on environmental issues and protection. Our Environment Electricity Consumption The water industry is electricity-intensive. At PNSB, the WTPs’ pumping systems account for the highest electricity consumption, while SYABAS requires electricity to drive its 589 pumping stations.

PNSB’s and SYABAS’ electricity consumption in 2012 was as set out below:-

• At Wisma Rozali (headquarters), electricity consumption decreased by 0.55% from 1,852,385kWh in 2011 to 1,842,228kWh in 2012. The electricity cost however increased by 2.74% due to tariff rise in June 2011 from RM0.397/kWh to RM0.43/kWh. • At the WTPs, electricity consumption decreased by 2.5% from 2011 to 2012. The decrease was due to the success implementation of energy saving initiatives at several WTPs. • At SYABAS, total electricity consumption increased by 6.33% from 2011 to 2012. The increase resulted from the increase in the quantity of water pumped during the year. SYABAS’ measures to replace old and ineffi cient pumping equipment to reduce electricity usage at booster pumping stations and offi ce buildings were hampered by CAPEX freeze.

Although our electricity optimisation programme is ongoing at the WTPs, only relatively small reductions in electricity consumption are possible as the WTPs are operating at optimal effi ciency in terms of electricity consumption.

Energy Effi ciency Initiatives

In order to make savings wherever possible, in 2012, PNSB conducted the following energy effi ciency initiatives:-

1. Refurbishment of three treated water pump for the Matang Pagar reservoir. 2. Optimization of recirculation pumps at the Actifl o Plant at SSP2 WTP. 3. Replacement of existing lights to energy saving type for street lighting at SPP2 WTP. 4. Programme to reduce carbon footprint through bicycle utilisation at SPP2 WTP.

Use of Raw Materials

We are also pleased to report that PNSB utilised 41,935.35 MT of chemicals in the water treatment process in 2012.

As at 31 December 2012, total production of treated water at all 29 WTPs was 711,003,863 m3 and about 0.059 kg of chemicals were required to treat 1 m3 of water. The amount of chemical usage per m3 of water for 2012 is the same as that of last year.

BPS event at Hulu Langat Carbon Emissions

The fi rst time we reported our carbon emissions based on the Green House Gas (“GHG”) Protocol was in 2009.

Being concerned with global environmental issues, especially climate change, Malaysia has adopted a voluntary target of a reduction of up to 40% in the ratio of its carbon emissions to gross domestic product (“GDP”) to be achieved between 2005 and 2020. The commitment was announced by our Prime Minister, YAB Datuk Seri Mohd Najib Tun Haji Abdul Razak during the United Nations Climate Change Conference held in Copenhagen in December 2009.

Annual Report 2012 Puncak Niaga Holdings Berhad Emission quantifi cation was based on the 2006 Intergovernmental Panel on Climate Change 163 (“IPCC”) Guidelines for National Greenhouse Gas Inventories, the UNEP Tool and Guidelines for Calculating Greenhouse Gas Emissions for Businesses & Non-Commercial Organisations and the Department for Environment, Food and Rural Affairs UK (“DEFRA”).

To play its role in reducing environmental stress, SYABAS is also planning to position the Preserving company on a low-carbon path, which is in line with our vision to ensure the preservation of Our the environment. In May 2010, SYABAS initiated the Carbon Footprint Initiative Programme Environment (“CFIP”) setting a baseline for carbon emissions arising from SYABAS’ operations starting in 2010.

SYABAS’ carbon footprint excludes carbon emission from WTP which are not operated by SYABAS. Table O illustrates SYABAS CO2 emission profi le by source since 2010. Based on the information gathered, electricity consumption (Scope 2) contributed 97.77% to SYABAS’ carbon footprint, fuel consumption by company’s vehicles (Scope 1) contributed 2.21% and the remainder 0.02% was contributed from paper consumption (Scope 1).

2010 2011 2012 CO2 Source (Tonnes CO2) (Tonnes CO2) (Tonnes CO2)

Electricity (Scope 2) 103,539 103,653 109,811 Transport (Scope 1) 3,475 3,557 2,486 Paper Consumption (Scope 1) 14.84 16.19 15.69 OIL & GAS Total 107,028.84 107,226.19 112,312.69 SAVING TIPS

Notes: Use overdrive gears 1) SYABAS carbon footprint has been updated with the new CO2 emission factor published by GreenTech to save gas Malaysia for electricity in Malaysia (0.683 ton CO2/MWh). The previous emission factor used was 0.672 ton CO2/MWh. 2) Scope 1 - Paper consumption data for 2010 and 2011 was for A4 size only, whilst data for year 2012 is inclusive of A3 size paper. 3) Scope 2 - Direct emissions resulting from company vehicles. 4) Scope 3 - Indirect emissions from electricity purchased and used.

Table O: SYABAS CO2 Emission Profi le by Source from 2010 to 2012

The main task of SYABAS’ integrated working group for CFIP are to ensure that all relevant stakeholders are consulted and involved in the programme, to conduct studies on proposed carbon reduction measures and to develop a SYABAS Climate Change Policy.

SYABAS’ CFIP includes short term programmes that promote green habits/culture among staff, suppliers and contractors, medium term programmes which emphasise increasing energy effi ciency, and long term programmes that include studies on the potential to generate renewable energy.

In summary, SYABAS’ CFIP is a voluntary programme that embodies SYABAS’ environmental aspirations which will encourage economic development and contribute positively to the mitigation of climate change. BPS Nature Hunt 2012 2011 2012 Locations (MT CO2 -eq) (MT CO2 -eq)

Wisma Rozali 1,227.61 1,220.88 WTPs 159,708.37 155,779.50 SYABAS 107,210.00 112,312.69

Total 268,145.98 269,313.07

Puncak Niaga Holdings Berhad Annual Report 2012 164 Puncak Niaga Holdings Berhad (“PNHB”) recognises the principles of Corporate Social Responsibility (“CSR”) as sustainable and ethical ways of doing business to safeguard the interests of the environment, communities, employees, shareholders and other affected parties. As an integral part of the Group’s strategy for long-term, sustainable value creation, PNHB recognises the need to continue to foster and nurture meaningful relationships with Engagement its stakeholders. With Our We have a policy that specifi cally addresses various areas, including: Community • The environment

To promote and carry out activities to minimise the risk of pollution and degradation of our environment.

• Employees

To respect the rights and diversity of our employees by providing conducive working conditions and equal opportunities.

• Ethics

To promote high standards of integrity and professionalism.

• Relationship with consumers, suppliers and partners

To satisfy consumers’, suppliers’ and partners’ needs and provide a high quality of customer service and business practice. BPS Nature Hunt 2012 • Community involvement

To support philanthropic and charitable giving and encourage our employees to help local communities.

• Engagement with stakeholders

To listen to and engage with local communities in a responsible and caring manner.

Conserving, protecting and nurturing the diversity of life on earth while helping to protect our sources of clean drinking water is fundamental to our CSR. For this purpose, Syarikat Bekalan Air Selangor Sdn Bhd (“SYABAS”) has developed the tagline “Nurturing Relationships” to represent its commitment to environmental preservation as a core element in its CSR efforts. We continually strive to maintain our reputation as a caring organization towards our community.

COMMUNITY INVESTMENT

As a caring organisation, PNHB Group contributes to community initiatives each year. In Tabung Budi event in Gombak 2012, Puncak Niaga (M) Sdn Bhd (“PNSB”), SYABAS and GOM Resources Sdn Bhd (“GOM Resources”) contributed a total amount of RM5,471,016.00 to various causes, via sponsorship and community care. Some of these included the “Turun Ke Padang” Programme, donations to charitable organisations, sponsorship of community events, and of educational programmes and events organised for the Group’s employees.

Annual Report 2012 Puncak Niaga Holdings Berhad RIVER RESCUE BRIGADE (“BRIGED PENYELAMAT SUNGAI”) (“BPS”) 165

In 2012, our River Rescue Brigade (“BPS”) held various events involving educational and entertainment activities, such as dramatic and choral performances, poetry readings, colouring contests, IQ tests, BPS presentations, jungle trekking, cycling, gotong-royong to clean the river, and water related talks and exhibitions to educate the public and students Engagement from primary, secondary and tertiary levels on water in general and on the importance of With Our conserving and protecting our water resources, in particular. Community

As at 31 December 2012, there were 5,595 BPS club members, comprising students from 281 primary, secondary and tertiary schools in Selangor and the Federal Territories of Kuala Lumpur and Putrajaya, an increase of 965 students on the 2011 fi gure.

Events held in 2012 include:

1. World Water Day 2012 Celebrations on 22 March 2012, offi ciated by YBhg. Tan Sri Rozali Ismail, our Executive Chairman at SYABAS’ Headquarters. 14 schools in Selangor and the Federal Territories of Kuala Lumpur and Putrajaya participated in the event. In 2012, 2. Offi ciating Ceremony of Kelab BPS with Sekolah Menengah Kebangsaan Ungku our River Rescue Aziz Sabak Bernam on 24 March 2012. Brigade held various 3. ECO Challenge BPS in conjunction with World Environmental Day on 27 June 2012 events involving at Nur Laman Bistari, . educational and Four schools around Gombak and the Hulu Selangor area participated in the event. entertainment activities 4. Majlis Berbuka Puasa Jalinan Mesra BPS 2012 on 8 August 2012. The above event which was held during the month of Ramadhan was participated by representatives from the Ministry of Education (”MOE”), District Education Offi ces, NGOs and teachers from Selangor area, aims to strengthen the relationship between the Company and MOE and the Education Departments, and to show our appreciation for their support of our BPS programmes.

5. BPS Nature Hunt 2012 on 18 October 2012 which was offi ciated by YB Dato’ Hajjah , Deputy Minister of Tenaga, Teknologi Hijau dan Air (KeTTHA) at Nur Lembah Pangsun, Hulu Langat. One school and two universities in the Cheras and Sabak Bernam areas participated in the event.

6. 2012 BPS Membership Recruitment Drive. Briefi ng introduction of BPS Club to 80 primary and secondary schools in Selangor and the Federal Territories of Kuala Lumpur and Putrajaya on 7 November 2012 for the purposes of increasing students’ knowledge of conservation and protection of the environment in particular the river water, the source of drinking water.

7. Educational Outreach Programme (“Program Pelestarian Pendidikan”) (“3P”). We organised monthly 3P programmes, conducted in collaboration with the BPS Club, “Misi Bantuan Kemanusiaan to help educate children in primary, secondary and tertiary schools about the importance Bekalan Air” in Terengganu of preserving rivers and the environment. A membership drive for the BPS Club was also conducted during the 3P programmes. Many schools within the area of our operations have benefi ted from this programme.

Six schools participated in the 3P programmes in 2012.

Puncak Niaga Holdings Berhad Annual Report 2012 166 8. Public Awareness Programme In 2012, BPS conducted public awareness programme during Migration programmes and Pelanggan Prihatin programmes, some of which also facilitated activities such as drawing and colouring competitions, exhibitions and membership drive at public venues.

Engagement TABUNG BUDI With Our Community Tabung Budi was founded on 24 August 2010 by staff of SYABAS and PNSB. The “Program Bantuan Bekalan Air Tabung Budi” was launched by PEKA at SYABAS’ Headquarters on 22 October 2010. This programme, inspired by YBhg Tan Sri Rozali Ismail, our Executive Chairman, focuses on helping the poor, the homeless, single parents, the disabled and those in need. To date, 2,770 individuals including PEKA members, employees of SYABAS and PNSB as well as the public are supporting the Program Bantuan Bekalan Air Tabung Budi.

The Tabung Budi team has introduced “Aktiviti Turun Padang Tabung Budi” whereby a presentation ceremony is held at the recipients’ residences.

In 2012, Tabung Budi held 40 events covering ten districts namely, Klang, Petaling, Kuala Lumpur, Hulu Selangor, Kuala Selangor, Sepang, Gombak, Kuala Langat, Hulu Langat and Sabak Bernam.

A total of 377 families have benefited from the Tabung Budi programme since its implementation in 2010. In 2012, 190 families irrespective of their social and ethnic background were selected to benefi t from the Tabung Budi programme. The total donation received to date amount to RM309,984.25. Since the introduction of Tabung Budi, RM304,588.13 of the money raised was utilised for payment of water bill arrears, water connection charges, repair of water pipes and meter stands; installation of water supply for new water account, installation and reconnection charges on water supply to recipients’ residences and payment of monthly bills.

Other Corporate Responsibility Events

1. Sponsorship and Donations 2012

We receive hundreds of requests for contributions and initiatives every year. While we review and respond to all external requests for sponsorship, the emphasis of our sponsorship is on creating or pursuing activities that provide the most effective contribution to, and are best aligned with our business objectives. We follow a set of guidelines to help us determine where to best place our resources:

• Events that enhance relations between us and the Government • Events that strengthen our brand and reputation • Events that promote a greater awareness, understanding and appreciation of our services • Events that augment educational standards, especially to the benefi t of the underprivileged • Events or activities that provide assistance to individuals to start up small businesses Staff’s visit to that are aligned with the company’s business strategy Old Folks Home Al-Ikhlas • Events or activities that enable us to connect to consumer groups • Events or activities that leverage opportunities associated with the sponsorship • Events or activities by individuals or organisations that are able to demonstrate effective community support and involvement • Events or activities that offer value propositions across all segments of society • Events or activities that are able to account effectively for how the investment is to be spent and the outcome of the event/activities

Annual Report 2012 Puncak Niaga Holdings Berhad Some of the communities that benefi ted from our 2012 sponsorship and donation drive 167 included:- • Perdana Leadership Foundation • University Malaya • Sekolah Jenis Kebangsaan Tamil • Sekolah Menengah Kebangsaan TTDI Jaya Engagement • Persatuan Pentadbir Universiti Teknologi Mara With Our • Federation of Public Listed Companies Bhd Community • Suruhanjaya Koperasi Malaysia • Mangsa Banjir Hulu Langat • Sekolah Kebangsaan Bangsar • Mangsa Banjir Hulu Selangor • Sekolah Pendidikan Khas • Malaysia Water Resources Management • Persatuan Down Sindrom Malaysia • UiTM • Tabung Rejimen 514 Askar Wataniah • The Malaysia Oil & Gas Services Council

2. Key Social Responsibilities in 2012

1. On 6 January 2012, we participated in the ”Sumbangan Air Mineral” in conjunction with the Prime Minister, YAB Datuk Seri Mohd Najib Tun Haji Abdul Razak’s visit to the PROTON Shah Alam plant.

2. The launch of World Water Day 2012 on 22 March 2012 at SYABAS’ Headquarters by YBhg Tan Sri Rozali Ismail, our Executive Chairman. Majlis Berbuka Puasa with the orphanage 3. In 2012, we hosted and participated in various Gotong-Royong events with the residents:-

• On 18 March 2012, at Kg. Hulu Rening Batang Kali. • On 13 April 2012, at Masjid As Sabirin Kg. Bukit Changgang. • On 20 April 2012, at Masjid Jamek Jamaiyah . • On 29 April 2012, at Kg. Wawasan Fasa 5, Batang Kali. • On 14 May 2012, at Kg. Baru Batu 9, Cheras. • On 25 May 2012, at Kg Tg Sepat, Kuala Langat. • On 16 June 2012, at Jalan Tanjung, . • On 14 July 2012, at Kg. Sg Manggis, Kuala Langat.

4. On 11 February 2012, we participated in Gotong-Royong with Pejabat Belia Dan Sukan Daerah (“PBSD”), Kuala Selangor at PBSD’s offi ce.

5. In 2012, we participated in various “Misi Bantuan Kemanusiaan Bekalan Air Bersih” events with the following parties:-

• On 10 March 2012, in helping the fl ood victims at Kg. Melayu Ampang. • On 9 May 2012, in helping the fl ood victims at Kg. Sentosa, Batang Kali. Program Migrasi & BPS in • On 7 April 2012, with Rejimen Pakar Air Jurutera Di Raja (RAJD) in helping the Pangsapuri Subang Impian fl ood victims at Gerik, Perak. • On 27 December 2012, with Rejimen Pakar Air Jurutera Di Raja (RAJD) in helping the fl ood victims in Terengganu.

6. On 28 January 2012, we organised a Program Khidmat Masyarakat Bersama Penduduk Masjid Lama Kg. Ampang at Kuala Kubu Bharu.

Puncak Niaga Holdings Berhad Annual Report 2012 168 7. In 2012, 190 families benefi ted from the Program Bantuan Bekalan Air Tabung Budi 2012.

8. In 2012, we hosted the Program Penyerahan Sumbangan Air Bersih at various locations as follows: Engagement With Our • On 5 to 7 February 2012, for the National Blood Centre in conjunction with Community Kempen Derma Darah Daerah Gombak. • On 6 to 7 February 2012, for the Hindu Sevai Sangam temple at in conjunction with Thaipusam celebration.

9. We brought smiles to the unfortunate children and community through various philantrhopic activities. These include:

• On 26 May 2012, we held the “Program Motivasi Anak-Anak Yatim PAYSA Bersama SYABAS” at Rumah Anak Yatim PAYSA, Wilayah Kuala Selangor. • On 15 October 2012, we invited some Down syndrome children for a trip to the Kuala Lumpur Bird Park, Kuala Lumpur. • On 28 November 2012, we treated the orphans from Rumah Amal Al Rahmaniah, to a trip to the Aquaria KLCC, Kuala Lumpur. • On 24 December 2012, we held a “Christmas Cherish” with the paediatric patients at Hospital. • On 27 December 2012, we treated the Anak - Anak Yatim Shifa’ and Rumah Perlindungan Agathians to a theatre musical show, “Beauty & The Beast”.

10. On 9 June 2012, we hosted the Explorasi Bukit Gasing bersama Pihak Berkuasa Tempatan Wilayah Petaling.

11. On 3 to 4 November 2012, we supported the Program Kem Solehah Surau Al Salam Gugusan Dedap .

12. PNSB and SYABAS hosted visits by various agencies, both local and overseas, details as shown below:-

Visitors Venue Date

Compassive SSP2 WTP 8 March 2012 Secondary School, Singapore

Lembaga Urus Air Klang Gates Dam 4 April 2012 Selangor

JKKK Sabak Bernam SSP2 WTP 28 April 2012

JKKK Sabak Bernam Bernam River Headworks WTP 30 June 2012

Universiti Malaya Klang Gates Dam 5 July 2012 Tabung Budi event in Hulu Langat District Malaysia University Bukit Nanas WTP 14 July 2012 Science Technology

SEGI College SSP2 WTP 14 July 2012

KAIST-KYOTO- SYABAS’ Headquarters and 14 July 2012 NTU-NUS Symposium PUSPEL Contact Centre

Annual Report 2012 Puncak Niaga Holdings Berhad Visitors Venue Date 169

The Offi ce of Waterworks, SSP2 WTP 5 September 2012 Seoul Metropolitan Government Engagement Majlis Keselamatan Sg Langat WTP and SYABAS 25 September 2012 With Our Negara, Negeri Kelantan Community Korean ICC Delegation SSP2 WTP 16 October 2012

Japanese School Wangsa Maju WTP 27 November 2012

Politeknik Sultan SSP2 WTP 6 December 2012 Idris Shah

Universiti Putra Malaysia Sg Langat WTP and Langat Dam 8 December 2012

Universiti Putra Malaysia Wangsa Maju WTP 15 December 2012

PEKA Members’ Children Wangsa Maju WTP & 20 December 2012 Klang Gates Dam

13. In conjunction with the month of Ramadhan:- WATER FACTS (a) On 31 July 2012, we organised “Program Bubur Lambuk Amal bersama Media”. Water is the primary mode (b) On 3 August 2012, PEKA organised “Program Bubur Lambuk PEKA bersama of transportation for all Media & Selebriti”. nutrients in our body and is essential for proper circulation

Program Migrasi at Pangsapuri Desa Perangsang

Puncak Niaga Holdings Berhad Annual Report 2012 170 23 FEB PNHB’s Group’s Executive Chairman, 2012 YBhg Tan Sri Rozali Ismail was awarded the Special Individual Achievement Category at the 1st Malaysia Achievement Awards 2012

8 MAR Study visit by students from the Compassive Corporate 2012 Secondary School, Singapore to SSP2 Events 6 JAN Water Treatment Plant (“WTP”) 10 MAR Gotong-royong and contribution of 2012 5 litre mineral water to the fl ood victims at Ampang Intake

22 MAR Launching Ceremony of PNSB’s and 2012 SYABAS’ celebration of World Water Day 2012

24 MAR Contribution of 5,000 bottles of mineral 2012 water in conjunction with the Prime Minister, 9 JAN YAB Datuk Seri Mohd Najib Tun Haji Abdul Razak’s visit to the Institut Kemahiran Belia , Negeri Selangor

4 APR Visit by Lembaga Urus Air Selangor to 2012 Klang Gates Dam

7 APR Launching of the mission of supplying 23 FEB 22 MAR 2012 bottled water to residents in Perak together with Rejimen Pakar Pengendalian Air Ke-60 RAJD (AW)

14 APR Visit by PEKA to “Rumah Jagaan & Rawatan 2012 Orang Tua Al-Ikhlas”

6 MAY SYABAS was awarded the “Anugerah Industri 2012 Sukan Negara 2012 – Promosi Gaya Hidup Sihat Melalui Sukan”

11 MAY Signing Ceremony of the Memorandum of 2012 Understanding (“MOU”) between Puncak Niaga Holdings Berhad and the Government of Malaysia, represented by Politeknik 10 MAR Sultan Idris Shah (“PSIS”)

6 JAN SYABAS’ Klang District Public Relations 2012 Programme – Contribution of mineral water in conjunction with the Prime Minister’s visit to PROTON Shah Alam plant

9 JAN PNHB’s Group’s Executive Chairman, 2012 YBhg Tan Sri Rozali Ismail was awarded the “International Distinguished Entrepreneur Of The Year for the Asia Pacifi c International Brands Summit (Malaysia) 2011” by the 7 APR Asia Entrepreneur Alliance

17 JAN Briefi ng on Water Status to the Federation 2012 of Malaysian Manufacturers Selangor

3 FEB SYABAS’ Klang District Public Relations 2012 Programme – Dialogue session with Nippon Electrical Glass (M) Sdn Bhd 11 MAY 26 JUN

Annual Report 2012 Puncak Niaga Holdings Berhad 22 MAY GOM Resources Sdn Bhd attended the 171 2012 launching of the PAN Malaysia Integrated Offshore Installation 2012 Campaign held at the Rennaisance Hotel, Kuala Lumpur

6 JUN GOM Resources Sdn Bhd hosted Gawai Corporate 2012 Luncheon for clients Events 19 JUN PNHB received two awards namely, 2012 Federation of Public Listed Companies Berhad (“FPLC”) – Top 10 Companies 27 NOV Highest Sponsorship Recognition Award 2010/2011 – CSR in Sport Activities and FPLC Recognition Award – Top 10 Companies Most Active in Professional Development Participation in Seminars and Conferences by FPLC 19 JUN 27 JUN 26 JUN PNHB’s 15th Annual General Meeting held 2012 at Concorde Hotel Shah Alam 14 JUL Visit by participants from KAIST-KYOTO- 27 JUN BPS ECO-Challenge Programme in 2012 NTU-NUS Symposium to SYABAS 2012 conjunction with World Environment Day 2012 5 SEPT Visit by the Offi ce of Waterworks, Seoul 2012 Metropolitan Government to SSP2 WTP 6 JUL PNSB received eight gold awards and 2012 SYABAS received ten gold awards at 25 SEPT Visit by the delegates from Majlis MSOSH Award Ceremony 2012 Keselamatan Negara, Kelantan to Sg Langat WTP

11 OCT PNSB was awarded the Bronze Award 2012 at the 12th Malaysia HR Awards 2012 Employer of Choice

16 OCT Korean Innovative & Creative Circle (“ICC”) 2012 delegation visit to SSP2 WTP

18 OCT BPS Nature Hunt Programme 2012 11 OCT 2012

19 OCT Offi cial launching of GOM Resources Sdn 2012 Bhd’s website at www.gomresources.com

26-27 SYABAS’ exhibition in conjunction with NOV “The Malaysia Water Resources Management 2012 Forum 2012” (MyWRM)

27 NOV PNHB was awarded the Socrates 2012 International Award in London, United Kingdom

6 DEC Study visit by lecturers from Politeknik 18 OCT 2012 Sultan Idris Shah to SSP2 WTP

7 & 8 DEC GOM Resources Sdn Bhd attended the 2012 Ministry of Energy Partners and Operators Appreciation Dinner held in Nay Phi Taw, Myanmar

27 DEC Launching of a mission of supplying clean 2012 water to residents in Terengganu together with Rejimen Pakar Pengendalian Air Ke-60 5 SEPT 27 DEC RAJD (AW)

Puncak Niaga Holdings Berhad Annual Report 2012

174 Statement On Corporate Governance 196 Statement On Internal Control 198 Audit Committee Report Contents 204 Risk Management Policy & Report 208 Corporate Disclosure Policy

ACCOUNTABILITY 209 Corporate Social Responsibility Policy 210 Health, Safety And Environmental Policy 211 Investor Relations Policy & Report 214 Quality Policy & Report 216 Statement Of Directors’ Responsibility For Preparation Of Financial Statements 174 COMPLIANCE STATEMENT

The Board is committed to sustain high standards of corporate governance in Puncak Niaga. This statement demonstrates the Board’s fi rm commitment in promoting and cultivating a strong culture of good governance for the success and sustainable economic growth of the Statement Group and for its accountability to the shareholders and stakeholders. On Corporate Puncak Niaga has in 2012 complied with the principles of the Malaysian Code On Governance Corporate Governance 2012 (“MCCG 2012”), save for the recommendations on the tenure of Independent Director which should not exceed a cumulative term of nine (9) years and the Board composition which must comprise a majority of Independent Directors where the Chairman of the Board is not an Independent Director.

The Group believes that the principles of good corporate governance are integral to Puncak Niaga’s growth and ability to promote the confi dence of its stakeholders and enhancing long-term shareholders value through improving corporate performance and accountability of Puncak Niaga whilst taking into account the interest of all stakeholders. The Board is therefore committed to ensure that where possible, the principles and recommendations of MCCG 2012 are applied throughout Puncak Niaga Group in the best interests of all stakeholders.

Since 2003, the Board has adopted a Board Charter, which provides guidance on how business is to be conducted in line with international best practices and standards of good corporate governance. In 2004, the Board has also adopted a Corporate Disclosure Policy and Procedure, which was formulated in line with the ‘Guide On Best Practices In Corporate Disclosure’ issued by the Task Force on Corporate Disclosure Best Practices established by Bursa Malaysia Securities Berhad (“Bursa Securities”). From time to time, the Group continues to monitor, refi ne and revamp its fi nancial objectives, goals, policies and procedures, controls and risk management framework to meet the evolving corporate environment.

The Company’s governance framework enables the Board to provide strategic guidance and effective oversight of management, clarifi es the role and responsibilities of the Board and Management and ensure a balance of authority.

This report explains how the Group has applied the principles as set out in MCCG 2012 having regard to the recommendations stated under each principle and the Main Market Listing Requirements of Bursa Securities and the extent to which it has complied with the principles and recommendations during the year 2012.

BOARD OF DIRECTORS

(a) THE BOARD OF DIRECTORS

The Group is helmed by an effective and experienced Board, comprising individuals of caliber and credibility with necessary skills and experience from a diverse blend of professional backgrounds. With the adoption of the Board Charter, the Board members, whether acting in their individual capacities or as a whole, share the common objective of ensuring that the Vision and Mission of the Company as set out in this Annual Report, are achieved and the Group meets its responsibilities to its stakeholders.

Each Board member is fully aware of the fi duciary duties and responsibilities and the various legislations and regulations affecting his conduct as Director of the Company, and as such, takes full responsibility for the performance of the Company and of the Group.

Annual Report 2012 Puncak Niaga Holdings Berhad One of the recommendations of the MCCG 2012 is that the positions of Chairman and 175 Managing Director should be held by different individuals, and the Chairman must be a non-executive member of the Board.

The Board Charter of the Company sets out the Board’s strategic intent and the specifi c roles and responsibilities to be discharged by the Board members collectively Statement in discharging its fi duciary and leadership functions, the individual roles expected from On Corporate the Executive Chairman, Managing Director, Executive Directors and Non-Executive Governance Directors, and the role of the Board Committees. The role of the Executive Chairman is distinct and separate from that of the Managing Director. This allocation of responsibilities refl ect the dynamic nature of the relationship necessary for the Company to adapt to changing environment.

The Board reviews its Board Charter, to keep it up to date with changes in regulations. The Board Charter is posted at the Corporate Governance link at the Company’s website, www.puncakniaga.com.my.

Puncak Niaga presently does not have a Managing Director. However, at each operating subsidiary level, there is a Managing Director/Chief Executive Offi cer/President to manage and focus on the day-to-day business and management of the respective operating subsidiaries namely, Puncak Niaga (M) Sdn Bhd (“PNSB”), Syarikat Bekalan Air Selangor Sdn Bhd (“SYABAS”) and Puncak Oil & Gas Sdn Bhd (“POG”)/GOM Resources Sdn Bhd (“GOM Resources”).

The MCCG 2012 recommends that the Board must comprise a majority of Independent Directors where the Chairman of the Board is not an Independent Director. The Board believes that its current structure is able to discharge the Board’s priorities objectively with balance of power and authority on the Board.

YBhg Tan Sri Dato’ Seri Dr Ting Chew Peh is the Company’s Senior Independent Non-Executive Director, to whom shareholders’ concerns may be conveyed. His profi le is set out on page 51 of this Annual Report.

(b) BOARD COMPOSITION

The composition of the Board brings to the Group a diverse wealth of skills, knowledge as well as a balanced mix of experience and expertise to effectively discharge the Board’s responsibilities for competent stewardship of the Group. Together, the Board spearheads the Group’s growth and future direction.

The profi le of the Board Members are set out on pages 44 to 54 of this Annual Report.

None of the Directors has any convictions for any offences within the past ten (10) years (other than traffi c offences, if any) or has any confl ict of interests with the Company or has any family relationship with any Director and/or major shareholder of the Company.

For compliances with Paragraph 15.02 of the Main Market Listing Requirements of Bursa Securities and the MCCG 2012, the Company, through the Nomination Committee and the Board of the Company, annually reviewed the required mix of skills, experiences, competencies and other qualities of the Board and the individual members, the Independent Non-Executive Directors of the Company in their capacities as Independent Directors, and the Audit Committee and the individual members. In 2012, the Nomination Committee and the Board developed criteria specifi cally to assess the independence of the Independent Directors as recommended by the MCCG 2012.

Puncak Niaga Holdings Berhad Annual Report 2012 176 The Board of Puncak Niaga comprises nine (9) Members, of whom three (3) are Executive Directors and six (6) are Non-Executive Directors. The current composition of the Board of Puncak Niaga is in compliance with Paragraph 15.02 of the Main Market Listing Requirements of Bursa Securities with one-third of the Board being independent and of which the Company feels is a balanced Board and appropriate to constitute an effective Statement Board as explained in paragraph 7 of item (a) above. On Corporate Governance The three (3) Independent Non-Executive Directors of the Company fulfi l the criteria of independence as set out in the defi nition of “Independent Director” under Paragraph 1.01 (Defi nitions) of the Main Market Listing Requirements of Bursa Securities.

The Independent Non-Executive Directors are persons of caliber and credibility and exercise independent and sound judgement and act in the best interests of the Company and its shareholders, in particular the minority shareholders since they do not engage in the day-to-day management of the Company and do not participate in any business dealings and are not involved in any other relationship with the Company to ensure that they discharge their duties and responsibilities effectively, void of confl ict of interests situations. The Independent Non-Executive Directors provide the relevant checks and balances and ensuring that high standards of corporate governance are sustained.

The Nomination Committee and the Board have upon their annual assessment, concluded that the Independent Non-Executive Directors of the Company continue to demonstrate proper conduct and behavior that are essential indicators of independence, and that each of them continues to fulfi ll the defi nition of independence as set out in the Main Market Listing Requirements of Bursa Securities.

One of the recommendations of the MCCG 2012 states that the tenure of an Independent Director should not exceed a cumulative term of nine (9) years.

The Nomination Committee and the Board had deliberated on the said recommendation and had concluded that YBhg Tan Sri Dato’ Seri Dr Ting Chew Peh and YBhg Tan Sri Dato’ Hari Narayanan Govindasamy, who had served on the Board of Puncak Niaga for a cumulative term of more than nine (9) years remain objective and independent in expressing their views and in participating in deliberations and decision making during the Board’s and Board Committees’ Meetings. The length of their service on the Board do not in any way interfere with their exercise of independent judgement and ability to act in the best interests of the Company.

Both YBhg Tan Sri Dato’ Seri Dr Ting Chew Peh and YBhg Tan Sri Dato’ Hari Narayanan Govindasamy had proven to be reliable Independent Directors with their professionalism aptitude and outlook of business perspective, devoted suffi cient time and attention to their professional obligations for informed and balanced decision making, and they had expressed their willingness to continue in offi ce as Independent Non-Executive Directors of the Company.

Based on the annual assessment made, the Nomination Committee and the Board of the Company had determined to recommend to the shareholders of the Company for approval to grant the authority to YBhg Tan Sri Dato’ Seri Dr Ting Chew Peh and YBhg Tan Sri Dato’ Hari Narayanan Govindasamy to continue to act as Independent Non-Executive Directors of the Company and to hold offi ce until the conclusion of the next Annual General Meeting of the Company. Kindly refer to Agenda 7 of the Notice of the Sixteenth Annual General Meeting of the Company in this Annual Report.

Annual Report 2012 Puncak Niaga Holdings Berhad (c) BOARD MEETINGS 177

The Board met fi ve (5) times in 2012, all at the Board Room on 12th Floor, Wisma Rozali, No. 4, Persiaran Sukan, Seksyen 13, 40100 Shah Alam, Selangor Darul Ehsan, details of which are as follows:- Statement Day Date Time On Corporate Governance Tuesday 28 February 2012 12.25 p.m. Thursday 26 April 2012 12.30 p.m. Tuesday 29 May 2012 12.03 p.m. Wednesday 29 August 2012 12.20 p.m. Tuesday 27 November 2012 12.50 p.m.

The details of the respective Director’s attendance at the above Board Meetings are as follows:-

No. of Name of Meetings Director Designation attended %

Tan Sri Rozali Ismail Executive Chairman 4 out of 5 80

Dato’ Hashim Mahfar Managing Director 5 out of 5 100 (resigned on 31 December 2012)

Dato’ Ruslan Hassan Non-Independent 5 out of 5 100 Non-Executive Director

Dato’ Ir Lee Miang Koi Non-Independent 5 out of 5 100 Non-Executive Director

Tan Sri Dato’ Hari Independent 3 out of 5 60 Narayanan Govindasamy Non-Executive Director

Tan Sri Dato’ Seri Independent 5 out of 5 100 Dr Ting Chew Peh Non-Executive Director

Dato’ Syed Danial Syed Ariffi n Chief Operating Offi cer 5 out of 5 100

Tengku Dato’ Rahimah Non-Independent 5 out of 5 100 Almarhum Sultan Mahmud Non-Executive Director

Tan Sri Dato’ Ahmad Independent 5 out of 5 100 Fuzi Haji Abdul Razak Non-Executive Director

Ng Wah Tar Executive Director, 5 out of 5 100 Corporate Finance Division

Board meetings are scheduled to be held regularly, at least fi ve times in a financial year with suffi cient notice for all Board Meetings of issues to be discussed. The dates for Board Meetings for the ensuing fi nancial year are scheduled well in advance and the Board has formal schedule of matters specifi cally reserved for the Board’s discussion and/or approval. All issues discussed and all decisions made during the Board Meetings will be properly recorded by the Company Secretaries and reviewed by the Board for completeness and accuracy.

Puncak Niaga Holdings Berhad Annual Report 2012 178 Additional Board Meetings may be called as and when signifi cant issues arise and which require the Board’s review or decision.

In between Board Meetings, approvals on matters requiring the sanction of the Board are sought by way of circular resolutions enclosing all relevant information to enable the Statement Board to make informed decisions. All circular resolutions approved by the Board will be On Corporate tabled for notation and confi rmation at the next Board Meeting. Governance (d) DIRECTORS’ CODE OF ETHICS

The Directors continue to observe and commit a Code of Ethics & Conduct based on the code of conduct expected of Directors of companies as set out in the Company Directors’ Code of Ethics established by the Companies Commission of Malaysia and ensure implementation of appropriate internal systems to support, promote and ensure the compliance of the Directors’ Code of Ethics & Conduct. The Group has a Code of Ethics & Conduct that set out sound principles and standards of good practice, which are observed by the Directors and employees.

These Code of Ethics & Conduct for the Directors and employees together with the Group’s Whistle Blowing Policy are posted at the Corporate Governance link at the Company’s website, www.puncakniaga.com.my.

(e) SUPPLY OF INFORMATION AND ACCESS TO ADVICE

Each Board member is supplied with accurate, complete, adequate, unrestricted and quality information on a timely basis to enable them to effectively discharge their duties and responsibilities. Except under exceptional circumstances, Board members are given at least seven days’ notice before any Board Meeting is held and the comprehensive Board papers are circulated to the Board members at least two (2) working days prior to the date of the Meeting to facilitate the Directors to peruse the Board papers and to review the issues to be deliberated at the Board Meeting well ahead of the meeting date. Where necessary, the Company’s personnel will be called upon by the Board during the Board Meetings to present and to clarify any Board papers presented.

All Board members are expected to participate actively in Board deliberations and to bring the benefi t of their particular knowledge, skills and abilities to the Board. Where a potential confl ict with his duties or of interests as Director arises, it is mandatory for the Director concerned to declare the fact and nature of his interests and extent of the confl ict at a Board Meeting and abstain from the deliberation and decision-making process. In the event the proposal requires shareholders’ approval, the interested Board members will abstain from voting on the resolution at the General Meeting and will ensure that persons connected to them also abstain from voting on the proposal.

The Company Secretaries organise and attend all Board Meetings and ensure that all issues discussed with the conclusions are minuted accurately in the minutes of each meeting and that all records are kept properly at the registered offi ce of the Company.

The Board is regularly updated and kept informed by the Company Secretaries and the Management of the requirements such as restriction in dealing with the securities of the Company and updates as issued by the various regulatory authorities including the latest developments in the legislations and regulatory framework affecting the Group. The Board has unrestricted and constant access to and interaction with the Senior Management of the Company. Each Board member also has full access to the advice and services of the Company Secretaries.

Annual Report 2012 Puncak Niaga Holdings Berhad Where necessary, the Directors may, whether collectively as a Board or in their individual 179 capacities, seek external and independent professional advice from experts on any matter in furtherance of their duties as they may deem necessary and appropriate at the Company’s expense.

(f) COMPANY SECRETARIES Statement On Corporate The Company Secretaries ensure that Board policies and procedures are both followed Governance and reviewed regularly and have the responsibilities in law to ensure that each Board member is made aware of and provided with guidance as to their duties, responsibilities and powers. They are also responsible for ensuring the Group’s compliance with the relevant statutory and regulatory requirements.

(g) APPOINTMENT OF DIRECTORS

All Board appointments and removals (if any) thereof are approved by the Board upon the recommendation of the Nomination Committee.

The Board, through the Nomination Committee, has established a formal and transparent procedure in relation to the assessment and recommendation of candidates for Board appointments as well as for assessing the effectiveness of the Board as a whole, the Audit Committee of the Company, the other Committees of the Board and the contributions of each individual Director, including the Independent Non-Executive Directors (in their capacities as Independent Directors) and the Managing Director.

The review process by the Nomination Committee and the Board on annual basis was based on the competencies, commitment, contribution and performance of the candidates/Board members as well as the required mix of skills, experiences, gender and other qualities of the Directors to ensure that the Board continues to function effectively and effi ciently. During the fi nancial year under review, the Board’s composition was reduced to nine (9) Directors with the resignation of the Managing Director on 31 December 2012.

Nomination Committee

The Nomination Committee comprises three (3) Directors, all of whom should be Independent Non-Executive Directors of the Company.

The primary objectives of the Nomination Committee are:-

(i) To annually review the overall composition of the Board in terms of required mix of the skills and experiences and other qualities, including core competencies and adequacy of balance between Executive Directors, Non-Executive Directors and Independent Directors.

(ii) To assess and recommend to the Board, candidates for all directorships to be fi lled.

(iii) To assess and recommend to the Board, Directors to fi ll the seats on Board Committees.

Puncak Niaga Holdings Berhad Annual Report 2012 180 (iv) To annually assess the effectiveness of the Board as a whole, the committees of the Board and for assessing the contribution of each individual Director.

(v) To examine the size of the Board with a view to determining the impact of the number upon its effectiveness. Statement On Corporate (vi) In the case of persons for the position of Independent Non-Executive Directors, Governance to evaluate the persons’ ability to discharge such responsibilities/functions as expected from Independent Non-Executive Directors.

(vii) To determine annually whether a Director is independent as may be defi ned in Bursa Securities’ Main Market Listing Requirements.

(viii) To ensure that all Directors receive appropriate continuous training programmes in order to broaden their perspectives and to keep abreast with developments in the market place and changes in new statutory requirements.

(ix) To recommend to the Board the removal of a Director if he is ineffective, errant or negligent in discharging his responsibilities.

(x) To assess and recommend to the Board, the terms of reference of Board Committees and to review the adequacy of committee structure of Board Committees.

With respect to nomination and election process of new Directors, the responsibilities of the Nomination Committee shall include as follows:-

• Gathering the nomination and selection of Directors for members of the Board. • Reviewing the competencies, commitment, contribution and performance of the candidates/Board members and the required mix of skills, experiences and gender and other qualities of the Directors. • Making recommendations to the Board on candidates for appointment. • Facilitate the relevant orientation and education programme for the new Board member.

(h) EVALUATION OF BOARD EFFECTIVENESS

As in the previous years, the Board has, with the assistance of the Company Secretaries, conducted an annual peer evaluation of the Board’s effectiveness in the following key areas:-

(i) Compliance; (ii) Board Meetings; (iii) Board Functions; (iv) Board Structure; (v) Board Committees; (vi) Board Operations; (vii) Board Chairman’s Roles and Responsibilities; (viii) Financial and Operational Reporting; (ix) Planning and Objectives; (x) Risk Assessment; (xi) New Business Opportunities and Projects; (xii) Human Resources; and (xiii) Directors’ Observations and Additional Comments.

Annual Report 2012 Puncak Niaga Holdings Berhad The 2012 performance evaluation of the Board has been structured to ensure a balanced 181 and objective review by the Directors for the above key areas.

Following the evaluation, the Board concluded that the Board as a whole and its committees had performed well, were effective and had all the necessary skills, experiences and qualities to lead the Company and each of the Director including the Statement Independent Directors in their capacities as Independent Directors had fulfi lled their On Corporate responsibilities and obligations and have carried out their duties as required and in Governance accordance with the Board Charter of the Company.

In 2012, the Nomination Committee and the Board of the Company had also assessed the independence of its Independent Directors based on the relevant criteria on the assessment of independence as developed by the Nomination Committee.

(i) BOARD COMMITTEES

The Board has delegated specifi c responsibilities to the Board Committees whose functions and authorities are spelt out in their respective terms of reference and consistent with the recommendations of the MCCG 2012. The Board Committees will observe the same rules of conduct and procedures as the Board, unless otherwise determined by the Board. A summary of the various Board Committees at PNHB level and their composition are as follows:- Compliance, Internal Control and Risk Policy Audit Remuneration Nomination Committee Name of Director Committee Committee Committee (CICR)

Tan Sri Rozali Ismail Executive Chairman

Dato’ Hashim Mahfar Managing Director (resigned on 31/12/2012)

Dato’ Ruslan Hassan Non-Independent Non-Executive Director

Dato’ Ir Lee Miang Koi Non-Independent Non-Executive Director

Dato’ Syed Danial Syed Ariffi n Chief Operating Offi cer

Tan Sri Dato’ Member Member Member Hari Narayanan Govindasamy Independent Non-Executive Director

Puncak Niaga Holdings Berhad Annual Report 2012 182 Compliance, Internal Control and Risk Policy Audit Remuneration Nomination Committee Name of Director Committee Committee Committee (CICR) Statement On Corporate Tan Sri Dato’ Seri Chairman Member Member Chairman Governance Dr Ting Chew Peh Independent Non-Executive Director

Tengku Dato’ Member Rahimah Almarhum Sultan Mahmud Non-Independent Non-Executive Director

Tan Sri Dato’ Member Chairman Chairman Ahmad Fuzi Haji Abdul Razak Independent Non-Executive Director

Mr Ng Wah Tar Member Member Executive Director, Corporate Finance

Note : (1) The Audit Committee comprises non-executive directors, a majority of whom are Independent Directors (compliance with Paragraph 15.09 of the Main Market Listing Requirements of Bursa Securities). (2) The Remuneration Committee comprises exclusively or a majority of non-executive directors (as recommended in the MCCG 2012). (3) The Nomination Committee comprises exclusively of non-executive directors, a majority of whom must be independent (as recommended in the MCCG 2012).

The Board Committees exercise transparency and full disclosure in their proceedings. Where applicable, issues are reported to the Board with the appropriate recommendations by the Board Committees.

In order to expedite the Board’s decision-making process at the operating companies’ level, an Executive Committee (“EXCO”) was established at PNSB, SYABAS, POG and GOM Resources. PNSB’s, POG’s and GOM Resources’ EXCO comprise of Executive Directors and Senior Management whereas SYABAS’ EXCO comprise only the Executive Directors. The Board of Directors of Sino Water Pte Ltd (“Sino Water”), the Company’s 98.65% owned Singapore subsidiary company meets at frequent intervals in Malaysia to deliberate on operational matters.

Each of the operating companies has established Limits of Authority (“LOA”) which governs the Group’s operational management matters with the relevant level of authority accorded to the Management. The LOA at each operating company are continuously reviewed to ensure adequacy, effi ciency and integrity in the Group’s internal control systems and management information systems. The Board provides the leadership necessary to enable the Group’s business objectives to be met, whilst ensuring that the Company’s obligations to its stakeholders are met.

Annual Report 2012 Puncak Niaga Holdings Berhad Audit Committee 183

The Audit Committee is authorised by the Board to investigate any activities within its Terms of Reference and has unrestricted access to both the internal and external auditors and members of the senior management of the Group. The activities carried out by the Audit Committee are summarised in the Audit Committee Report together with its Statement Summarised Terms of Reference as stated on pages 198 to 203 of this Annual Report. On Corporate Governance The Audit Committee ensure that the fi nancial statements comply with applicable fi nancial reporting standards as this is integral to the reliability of the fi nancial statements. The Audit Committee also ensure the independence of the External Auditors during the conduct of the audit engagement.

Nomination Committee

The primary objectives of the Nomination Committee are set out under the heading of Appointment of Directors on pages 179 to 180 of this Annual Report.

Remuneration Committee

The Remuneration Committee comprises four (4) Directors, consisting of three (3) Independent Non-Executive Directors of the Company and one (1) Executive Director of the Company.

The primary objectives of the Remuneration Committee are:-

(i) To establish and annually review the remuneration packages for each individual Executive Directors such that the levels of remuneration are suffi cient to attract and retain the Directors needed to run the Company successfully and aligned to the business strategy and long term objectives of the Company.

(ii) The Remuneration Committee shall make its recommendation to the Board and the respective Directors shall abstain from the discussion of their own remuneration.

The levels of remuneration of the Executive Directors should refl ect their experiences, level of responsibilities, expertise and complexity of the Company’s activities and contribution to the Company.

(j) RE-ELECTION OF DIRECTORS

Retirement by rotation

Articles 98 and 99 of the Company’s Articles of Association (“Articles”) provide that one third of the Directors shall retire from offi ce by rotation at each Annual General Meeting and all Directors shall retire from offi ce at least once every three (3) years but, shall be eligible and may offer themselves for re-election.

Upon the recommendation of the Nomination Committee and the Board of the Company, the following Directors shall retire at the forthcoming Sixteenth Annual General Meeting (“16th AGM”) of the Company and being eligible, had offered themselves for re-election:-

i. YBhg Dato’ Ruslan Bin Hassan, retiring pursuant to Article 98 of the Articles; ii. YBhg Dato’ Syed Danial Bin Syed Ariffi n, retiring pursuant to Article 98 of the Articles; and iii. YAM Tengku Dato’ Rahimah Binti Almarhum Sultan Mahmud, retiring pursuant to Article 98 of the Articles.

Puncak Niaga Holdings Berhad Annual Report 2012 184 The information on the Directors standing for re-election at the forthcoming 16th AGM of the Company is contained in the Statement Accompanying the Notice of Annual General Meeting.

Continuing as Independent Directors after serving a tenure of more than nine (9) years Statement On Corporate As highlighted in item (b) above, the Nomination Committee and the Board of the Governance Company had recommended that both YBhg Tan Sri Dato’ Seri Dr Ting Chew Peh and YBhg Tan Sri Dato’ Hari Narayanan Govindasamy, who had served on the Board of the Company for a cumulative term of more than nine (9) years be granted the authority to continue to serve as Independent Non-Executive Directors of the Company and to hold offi ce until the conclusion of the next Annual General Meeting of the Company.

Section 129 of the Companies Act, 1965

Pursuant to Section 129(2) of the Companies Act, 1965 (the “Act”), Directors who attain or who are over the age of 70 years shall retire at every annual general meeting and may offer themselves for re-appointment to hold offi ce until the next annual general meeting.

YBhg Tan Sri Dato’ Seri Dr Ting Chew Peh, the Senior Independent Non-Executive Director of the Company, who will attain the age of 70 years in June 2013, shall retire at the forthcoming 16th AGM pursuant to Section 129(2) of the Act.

The Nomination Committee and the Board of the Company had recommended the re-appointment of YBhg Tan Sri Dato’ Seri Dr Ting Chew Peh pursuant to Section 129 of the Act at the forthcoming 16th AGM of the Company. Kindly refer to Agenda 4 of the Notice of the 16th AGM on pages 431 to 438 of this Annual Report.

The recommendation by the Nomination Committee and the Board of the Company was based on YBhg Tan Sri Dato’ Seri Dr Ting Chew Peh’s continued invaluable contributions to the Company and he had proven to be a reliable Independent Director/Chairman of Audit Committee/Chairman of CICR with his professionalism, aptitude and outlook of business perspective.

Gender Diversity Policy

The Board has approved the establishment of a Gender Diversity Policy for the Group with the objective to achieve an equitable and fair gender rate in its manpower resources including female representation at Board and Senior Management levels.

This policy is posted at the Corporate Governance link at the Company’s website, www.puncakniaga.com.my.

Annual Report 2012 Puncak Niaga Holdings Berhad DIRECTORS’ REMUNERATION 185

(a) PROCEDURE, LEVEL AND MAKE UP OF REMUNERATION

The Company has a formal procedure to determine the remuneration of each Board member which are reviewed, from time to time, against market practices. In the case Statement of the Executive Directors, their remuneration are structured so as to link rewards to On Corporate corporate and individual performance and their remuneration packages comprise salary, Governance allowances, bonuses and other benefi ts as normally accorded to similar positions in other comparable companies and suffi ciently attractive to retain persons of high caliber. Performance is measured against profi ts and other targets set from the Company’s annual budget and business plans as well as achievements of targeted returns to shareholders. In the case of the Independent Non-Executive Directors, their remunerations refl ect their experiences, level of responsibilities and contributions and the time spent attending to the Group’s affairs and they are paid a fi xed monthly allowance, leave passage and meeting allowances for each Board and Board Committee meeting that they attend.

The Remuneration Committee is responsible for recommending the remuneration packages of the Directors to the Board. The Board, as a whole, determines the remuneration of the Non-Executive Directors. Individual Directors shall abstain from discussing and voting on their own remuneration at the Board and Remuneration Committee Meetings.

(b) DISCLOSURE OF DIRECTORS’ REMUNERATION

The details of the remuneration received and receivable by the Company’s Directors from the Company for the fi nancial year ended 31 December 2012 are as follows:-

Employees Leave Provident Name of Director Fees Salaries Bonuses Passage Allowance Fund Total (RM) (RM) (RM) (RM) (RM) (RM) (RM)

Tan Sri Rozali Ismail – – – – – – –

Dato’ Hashim Mahfar – – – – – – – (Resigned on 31/12/2012)

Dato’ Ruslan Hassan – – – 80,000 107,000 – 187,000

Dato’ Ir Lee Miang Koi – – – 70,000 2,000 – 72,000

Dato’ Syed Danial – – – – – – – Syed Ariffi n

Tan Sri Dato’ – – – 50,000 72,000 – 122,000 Hari Narayanan Govindasamy

Tan Sri Dato’ Seri – – – 50,000 104,000 – 154,000 Dr Ting Chew Peh

Tengku Dato’ – – – – 10,000 – 10,000 Rahimah Almarhum Sultan Mahmud

Tan Sri Dato’ Ahmad – – – 50,000 78,000 – 128,000 Fuzi Haji Abdul Razak

Ng Wah Tar – – – – – – –

Puncak Niaga Holdings Berhad Annual Report 2012 186 The remuneration packages of the Directors of the Company received and receivable from the Group for the fi nancial year ended 31 December 2012 are categorised into the appropriate components as follows:-

Executive Directors Non-Executive Directors Statement (RM) (RM) On Corporate Salaries 10,416,459 – Governance Bonuses 1,609,945 – Benefi ts-in-kind 225,685 – Allowances 3,962,204 254,000 Employees Provident Fund 3,217,007 – Leave Passage 780,000 150,000 Retirement Benefi t 20,000,000 –

Total 40,211,300 404,000

Details of the Directors’ Remuneration at Company and Group levels for the fi nancial year ended 31 December 2012, in bands of RM50,000 are tabulated as follows:-

Company Level Group Level No. of No. of Executive Non-Executive No. of Range of Remuneration per annum Directors Directors Directors

RM100,001 to RM150,000 – 2 2 RM150,001 to RM200,000 – 1 1 RM300,001 to RM350,000 – 1 1 RM700,001 to RM750,000 – – 1 RM1,000,001 to RM1,050,000 – – 1 RM1,050,001 to RM1,100,000 – – 1 RM1,700,000 to RM1,750,000 – – 1 RM2,000,001 to RM2,050,000 – – 1 RM33,300,001 to RM33,350,000 – – 1

(c) DIRECTORS’ SHARE OPTIONS

There is no Directors’ Share Options Scheme in the Company during the fi nancial year ended 31 December 2012.

(d) DIRECTORS’ TRAINING

The Directors keep themselves abreast on the latest regulatory and corporate governance developments, besides enhancing professionalism and knowledge to enable them to discharge their duties effectively.

For the fi nancial year ended 31 December 2012, the Directors have attended training programmes, seminars and conferences organised by the Company and the various training providers covering areas such as:-

• Talk on Identity & Prospective Launch • Talk on Campaign Launching Ceremony • EOR Services Forum – Preparing Mindset & Capabilities For Successful Malaysia EOR Projects • Executing Effective Transformation Process – Getting It Right • Financial Essentials for Non-Financial Professionals • Building High Performance Directors • Corporate Disclosure Guide 2011 • Managing Board, Committees And Shareholders

Annual Report 2012 Puncak Niaga Holdings Berhad • National Procurement & Integrity Forum For Malaysian Government Contractors And 187 GLC Vendors 2012 • Related Party Transactions – Doing It Right For Results • FIDE Elective Program – Banking Fundamentals • Roundtable Conference on Malaysia-Indonesia/Thailand/Vietnam Relations Towards Strengthening ASEAN Regionalism & ASEAN : The Way Forward Statement • Roundtable “Regional Cooperation to Combat Climate Change : The Way Forward” On Corporate & Islamic Micro Finance : An Instrument for Poverty Alleviation Governance • International Conference – Plight of the Rohingya: Solutions? International Efforts in Addressing the Suffering of the Rohingya – The Role of NGOs and Civil Society” • MICPA 53rd Anniversary Commemorative Lecture Cum Luncheon • Asia Water • Singapore International Water Week 2012, Singapore • Indonesia Investment Summit • Advocacy Sessions On Disclosure For CEOs And CFOs

In addition, the Executive Chairman and some Directors have also presented papers at seminars and forums on water-related subjects.

SHAREHOLDERS’ COMMUNICATION AND INVESTOR RELATIONS POLICY

The Board acknowledges the need for the Company’s shareholders and investors to be informed of all material business and corporate developments concerning the Group in a timely manner. In addition to various announcements made during the year, the timely release of the Group’s consolidated fi nancial results on quarterly basis provides the shareholders and investors with an overview of the Group’s fi nancial and operational performances.

The Company maintains regular and effective communication with its shareholders and stakeholders through one-to-one or group dialogues, participation in investor conferences organised by local and foreign institutional houses, attending to shareholders’ and investors’ e-mails and phone calls enquiries, Company General Meetings and other Company events. The Notice for the Company’s Annual General Meetings contains relevant information including the shareholders’ rights to demand a poll vote to enable them to exercise their rights.

The Notice for the Company’s Annual General Meeting is posted at the Annual Report link at the Company’s website, www.puncakniaga.com.my.

The Annual Report of Puncak Niaga which is produced in line with best corporate governance practices also serves as a key channel of communication with shareholders and investors.

Another effective communication tool to reach shareholders and investors using information technology is via our corporate website, www.puncakniaga.com.my with a direct link to SYABAS’ website, www.syabas.com.my, POG’s website, www.puncakoil.com, GOM Resources’ website, www.gomresources.com and Sino Water Pte Ltd’s website, www.sino-water.com. which can be accessed easily and promptly for information on the Group as an ongoing commitment to provide more easily accessible information to the shareholders and investors.

The Company’s Investor Relations Policy & Report is set out on pages 211 to 213 of this Annual Report and the Investor Relations Policy is posted at the Corporate Governance link at the Company’s website, www.puncakniaga.com.my.

Puncak Niaga Holdings Berhad Annual Report 2012 188 ACCOUNTABILITY AND AUDIT

(a) FINANCIAL REPORTING

The Board is responsible for the quality and completeness of publicly disclosed fi nancial Statement reports. In presenting the annual fi nancial statements, quarterly reports and the annual On Corporate reports to the shareholders of the Company, the Board takes appropriate steps to Governance present a clear and balanced assessment of the Group’s position and prospects. This also applies to other price-sensitive public announcements and reports to the regulatory authorities.

The Group’s fi nancial statements and quarterly announcements, prepared using appropriate accounting policies, consistently and supported by reasonable and prudent judgements and estimates, will be reviewed and deliberated by the Audit Committee in the presence of the External Auditors, Internal Auditors of the Company and the Executive Director of Finance Division prior to recommending them for adoption by the Board. The Audit Committee ensures that the information to be disclosed are accurate, adequate and in compliance with the various disclosure requirements imposed by the relevant authorities. The Board discusses and reviews the recommendations proposed by the Audit Committee prior to its adoption. The Board also ensures accurate and timely release of the Group’s quarterly and annual fi nancial results to Bursa Securities.

The Statement of Directors’ Responsibility in respect of the preparation of the Annual Audited Financial Statements of the Group is set out on page 216 of this Annual Report.

(b) RELATIONSHIP WITH EXTERNAL AUDITORS

The Board maintains a transparent and professional relationship with the Group’s External Auditors. The External Auditors attended four out of fi ve Audit Committee meetings of the Company held during the fi nancial year. These quarterly meetings enabled the exchange of views on issues requiring attention.

A formal mechanism has been established by the Audit Committee to ensure there is frank and candid dialogue with the External Auditors. The Audit Committee will meet the External Auditors twice a year (April and November) without the presence of the Executive Directors and Management. This allows the Audit Committee and the External Auditors the exchange of free and honest views and opinions in matters related to External Auditors’ audit and fi ndings.

The Audit Committee has considered the provision of non-audit services by the External Auditors during the year and concluded that the provision of these services did not compromise the External Auditors’ independence and objectivity as the amount of the fees paid for these services were not signifi cant when compared to the total fees paid to the External Auditors.

A report by the Audit Committee together with its Summarised Terms of Reference is set out on pages 198 to 203 of this Annual Report.

Annual Report 2012 Puncak Niaga Holdings Berhad (c) INTERNAL CONTROL 189

The Board acknowledges its overall responsibility for maintaining a sound system of internal controls, which provides reasonable assurance in ensuring the effectiveness and effi ciency of the Group’s operations and to safeguard shareholders’ investment and its assets and interests in compliance with the relevant laws and regulations as well as the Statement internal fi nancial administration procedures and guidelines. On Corporate Governance The effectiveness of the system of internal controls of the Group is reviewed by the Audit Committee. The Internal Audit Department, led by the Head of Internal Audit will conduct internal audit covering the fi nancial, operational and compliance controls, processes to identify and evaluate the signifi cant risks faced by the Group including the governance, risk management and internal control processes within the Company. The reports of the Internal Audit Department will be tabled to the Audit Committee for review and deliberation.

The Group’s Statement on Internal Control is set out on pages 196 to 197 of this Annual Report.

(d) RISK MANAGEMENT FRAMEWORK

The Board recognises that risk management involves a structured approach, combining the efforts of all functions within the Group, to minimise the possibility and impact of unexpected damages so as to contribute towards greater effi ciency and better decision-making. The Group’s Enterprise-Wide Risk Profi le is reviewed annually to take into consideration changes in the business environment, strategies and functional activities of the Group for determining the Group’s level of risk tolerance and identify, assess and monitor key business risks to safeguard shareholders’ investments and the Company’s assets.

The Group’s Risk Management Policy and Report is set out on pages 204 to 207 of this Annual Report.

(e) CORPORATE SOCIAL RESPONSIBILITY

Appendix 9C (Part A, Paragraph 29) of the Main Market Listing Requirements of Bursa Securities requires a listed company to provide a description in its annual report of the corporate social responsibility activities and practices undertaken by the listed company and its subsidiaries.

The Group’s Report on Environmental Issues, Social Accountability and Sustainability Report are set out in “Valuing Our People” section on pages 126 to 149 of this Annual Report, in “Engagement With Our Community” section on pages 164 to 169 of this Annual Report and in “Preserving Our Environment” section on pages 150 to 163 of this Annual Report.

The Corporate Disclosure Policy and the Quality Policy & Report are set out on pages 208 and 214 to 215 of this Annual Report, respectively and these policies are also posted at the Corporate Governance link at the Company’s website, www.puncakniaga.com.my.

Puncak Niaga Holdings Berhad Annual Report 2012 190 OTHER COMPLIANCE INFORMATION

(a) SHARE BUY BACK

The Company did not implement any share buy back or resale or cancel any of the Statement Company’s treasury shares during the fi nancial year ended 31 December 2012. As at On Corporate 31 December 2012, the total number of the Company’s treasury shares remained at Governance 2,036,800 ordinary shares of RM1.00 each.

(b) OPTIONS, WARRANTS OR CONVERTIBLE SECURITIES

There were no options, warrants or convertible securities exercised during the fi nancial year ended 31 December 2012 as the options and warrants had expired, lapsed and became void and ceased to be exercisable after the expiry date or the exercisable period respectively.

(c) AMERICAN DEPOSITORY RECEIPT (ADR) / GLOBAL DEPOSITORY RECEIPT (GDR)

The Company does not sponsor any ADR or GDR programme.

(d) SANCTIONS AND/OR PENALTIES

The Company and its subsidiaries, Directors and Management have not been imposed with any sanctions and/or penalties by the relevant regulatory bodies for the fi nancial year ended 31 December 2012.

(e) NON-AUDIT FEES

During the fi nancial year ended 31 December 2012, the Group paid the following non-audit fees to the External Auditors:-

(i) Tax advisory and compliance work – RM184,886 (ii) Other non-audit related service – RM398,310

Non-audit fees payable to the external auditors, Messrs Ernst & Young relates to the review of the Statement of Internal Control and other professional services including adoption of new accounting standards, tax compliance, tax planning and advisory services.

(f) VARIATIONS IN RESULTS

There was no material variation in the Audited Financial Statements for the fi nancial year ended 31 December 2012 contained in this Annual Report as compared with the unaudited consolidated results of the Group for the fi nancial year ended 31 December 2012 which was announced to Bursa Securities on 28 February 2013.

(g) PROFIT GUARANTEE

The Company does not provide any profi t guarantee to any parties.

Annual Report 2012 Puncak Niaga Holdings Berhad (h) RECURRENT RELATED PARTY TRANSACTION 191

The Company did not enter into any recurrent related party transaction, which requires the shareholders’ mandate during the fi nancial year ended 31 December 2012.

(i) MATERIAL CONTRACTS INVOLVING DIRECTORS AND MAJOR SHAREHOLDERS Statement On Corporate Material contracts entered into by the Company and the Group, which involve the interests Governance of Directors and major shareholders of the Company and its subsidiary companies and material contracts which are still subsisting at the end of the fi nancial year ended 31 December 2012, are as follows:-

Relationship Consideration/ with Director/ Nature of Mode of Major Date Contract Parties Satisfaction Shareholder

15 Concession Syarikat Bekalan Not YBhg Tan Sri December Agreement Air Selangor Applicable Rozali Ismail 2004 Sdn Bhd (”TSRI”) is a (“SYABAS”), major shareholder the State of PNHB held Government of directly under Selangor Darul his name and Ehsan and the indirectly held Government through his 100% of Malaysia equity interest in (“Federal Central Plus (M) Government”) Sdn Bhd (“CPlus”) and Corporate Line (M) Sdn Bhd (“CLine”). PNHB in turn, holds 70% equity interest in SYABAS.

31 Shareholders’ PNHB, Not TSRI is a major December Agreement Kumpulan Applicable shareholder 2004 Darul Ehsan of PNHB held Berhad directly under (“KDEB”) his name and and SYABAS indirectly held through his 100% equity interest in CPlus and CLine. PNHB in turn, holds 70% equity interest in SYABAS.

Puncak Niaga Holdings Berhad Annual Report 2012 192 Relationship Consideration/ with Director/ Nature of Mode of Major Date Contract Parties Satisfaction Shareholder

Statement 23 Subscription PNHB, KDEB Not TSRI is a major On Corporate February Agreement In and SYABAS applicable shareholder Governance 2006 Relation To The of PNHB held Subscription directly under For Up To his name and RM1.045 Billion indirectly held Nominal Value through his 100% Of Redeemable equity interest in Cumulative CPlus and CLine. Unsecured PNHB in turn, Loan Stocks holds 70% Of SYABAS equity interest (RCULS) in SYABAS.

8 Subscription Puncak Niaga Not TSRI is a major December Agreement In (M) Sdn Bhd applicable shareholder 2006 Relation To (“PNSB”) (as the of PNHB held The Issue Of Issuer), United directly under RM435.0 Million Overseas Bank his name and Nominal Value (Malaysia) Bhd indirectly held Of Redeemable (as the Facility through his 100% Unsecured Agent and the equity interest Bonds To Issue Agent) in CPlus and PNHB and PNHB CLine. PNHB in turn, holds 100% equity interest in PNSB.

16 Sungai Lolo The State Not TSRI is a major August Water Treatment Government of applicable shareholder 2007 Plant (Extension) Selangor Darul of PNHB held Operation And Ehsan and directly under Maintenance PNSB his name and Agreement indirectly held through his 100% equity interest in CPlus and CLine. PNHB in turn, holds 100% equity interest in PNSB.

Annual Report 2012 Puncak Niaga Holdings Berhad 193 Relationship Consideration/ with Director/ Nature of Mode of Major Date Contract Parties Satisfaction Shareholder

16 Novation The State Not TSRI is a major Statement August Agreement In Government of applicable shareholder On Corporate 2007 Relation To The Selangor Darul of PNHB held Governance Sungai Lolo Ehsan, PNSB directly under Water Treatment and SYABAS his name and Plant (Extension) indirectly held Operation and through his 100% Maintenance equity interest Agreement in CPlus and CLine. PNHB in turn, holds 100% and 70% equity interests in PNSB and SYABAS, respectively.

7 Sg Sireh Water The State Not TSRI is a major March Treatment Plant Government of applicable shareholder 2008 (Extension) Selangor Darul of PNHB held Operation and Ehsan and directly under Maintenance PNSB his name and Agreement indirectly held through his 100% equity interest in CPlus and CLine. PNHB in turn, holds 100% equity interest in PNSB.

7 Novation The State Not TSRI is a major March Agreement To Government of applicable shareholder 2008 The Sg Sireh Selangor Darul of PNHB held Water Treatment Ehsan, PNSB directly under Plant (Extension) and SYABAS his name and Operation and indirectly held Maintenance through his 100% Agreement equity interest in CPlus and CLine. PNHB in turn, holds 100% and 70% equity interests in PNSB and SYABAS, respectively.

Puncak Niaga Holdings Berhad Annual Report 2012 194 Relationship Consideration/ with Director/ Nature of Mode of Major Date Contract Parties Satisfaction Shareholder

Statement 16 Loan Facility SYABAS Not TSRI is a major On Corporate December Agreement (Borrower) and applicable shareholder Governance 2009 (in respect of a the Federal of PNHB held loan facility of Government directly under RM320,800,000.00 (Lender) his name and only). The details indirectly held are set out in the through his 100% Audited Financial equity interest in Statements of CPlus and CLine. the Group and PNHB in turn, the Company holds 70% for the fi nancial equity interest year ended in SYABAS. 31 December 2012 on pages 335 to 336 of this Annual Report

17 Loan Facility SYABAS Not TSRI is a major October Agreement (Borrower) and applicable shareholder 2011 (in respect of a the Federal of PNHB held loan facility of Government directly under RM110,000,000.00 of Malaysia his name and only). The details (Lender) indirectly held are as set out through his 100% in the Audited equity interest in Financial CPlus and CLine. Statements of PNHB in turn, the Group and holds 70% the Company equity interest for the fi nancial in SYABAS. year ended 31 December 2012 on pages 336 to 337 of this Annual Report.

Deed of SYABAS Assignment (as the Assignor) and the Federal Government (as Assignee)

Annual Report 2012 Puncak Niaga Holdings Berhad 195 Relationship Consideration/ with Director/ Nature of Mode of Major Date Contract Parties Satisfaction Shareholder

29 Facility KGL Ltd. Not TSRI is a major Statement February Agreement (Borrower), applicable shareholder On Corporate 2012 (in respect of OCBC Bank of PNHB held Governance Syndicated (Malaysia) directly under Term Loan Berhad and his name and Facility of Hong Leong indirectly held USD36.0 million). Bank Berhad through his 100% The details (Lenders) equity interest in are as set out CPlus and CLine. in the Audited PNHB in turn, Financial holds 100% Statements of equity interest the Group and in Puncak Oil & the Company Gas Sdn Bhd, the for the fi nancial holding company year ended of KGL Ltd. 31 December 2012 on pages 340 to 341 of this Annual Report.

31 Deed of PNHB, KDEB, Not TSRI is a major July Revocation SYABAS and applicable shareholder 2012 to revoke and Kumpulan of PNHB held rescind the Perangsang directly under Supplemental Selangor Berhad his name and Shareholders indirectly held Agreement dated through his 100% 20 February equity interest in 2009. CPlus and CLine. PNHB in turn, holds 70% equity interest in SYABAS.

STATEMENT OF GOING CONCERN

Barring any unforeseen circumstances and upon making due and reasonable enquiry into the affairs of the Group, the Board fi rmly believes that the Group shall continue to operate as a going concern business in the foreseeable future.

This Statement on Corporate Governance has been approved by the Board of PNHB on 29 April 2013.

Puncak Niaga Holdings Berhad Annual Report 2012 196 INTRODUCTION

The Malaysian Code on Corporate Governance 2012 requires the Board of Directors (“Board”) to maintain a sound system of risk management and internal control to safeguard shareholders’ investments and the Group’s assets. The Main Market Listing Requirements of Bursa Malaysia Securities Berhad requires the Board to disclose in the annual report the Statement main features of the company’s risk management and internal control system.The Board is guided by Statement on Risk Management & Internal Control: Guidelines for Directors of On Internal Public Listed Companies (“Guidelines”). Control RESPONSIBILITY

The Board of the Puncak Niaga Holdings Berhad (“PNHB”) Group is responsible for maintaining a sound risk management and internal control system and for reviewing their adequacy and integrity so as to safeguard the shareholders’ investments and the Group’s assets. The Board has mandated the Management to implement a control system designed to identify and manage risks facing the Group in pursuit of its business objectives. This internal control system, by its nature, can only provide reasonable and not absolute assurance against material misstatement or loss.

The Board affi rms that there is an ongoing processes for identifying, evaluating, monitoring and managing signifi cant risks faced by the Group. This process is carried out by the Board of PNHB via a specifi c Board Committee, namely the Compliance, Internal Control and Risk Policy Committee, which dedicates its time at periodic intervals throughout the year for discussion on this matter.

RISK MANAGEMENT FRAMEWORK

Risk Management is fi rmly embedded in the Group’s management system and is every employee’s responsibility. In October 2001, the Board of PNHB formally approved a systematic risk management structure and process for the Group. Since then, the structure and process have been fully implemented by the Management and employees of the PNHB Group. The Group’s risk management framework is explained in detail in the Risk Management Policy & Report set out on pages 204 to 207 of the Annual Report.

INTERNAL CONTROL SYSTEM

The key elements of the Group’s internal control system and assurance processes, inter alia, encompass the following:-

• All major decisions require the fi nal approval of the respective Boards/Executive Committees within the Group (PNHB/Puncak Niaga (M) Sdn Bhd (“PNSB”)/Syarikat Bekalan Air Selangor Sdn Bhd (“SYABAS”)/ Sino Water Pte Ltd (“Sino Water”)/Puncak Oil & Gas Sdn Bhd (“POG”) Group) and are only made after appropriate in-depth analysis. The respective Boards/Executive Committees receive regular and comprehensive information covering all Divisions/Departments/Districts in the respective companies within the Group.

• All Divisions and Departments of PNSB and POG Group have clearly documented Procedure Manuals and/or Policies whilst SYABAS has Standard Operating Procedures and/or Policies incorporating control procedures and the scopes of responsibilities and authorities. The Procedure Manuals/Standard Operating Procedures/Policies are updated from time to time to incorporate all elements necessitated by changes in the legislation, industry best practices and business dynamics.

• The Internal Audit Department of PNSB independently reviews the control processes implemented by the Management from time to time and periodically reports on its fi ndings and recommendations to the Audit Committee of PNHB. The duties and responsibilities of PNHB’s Audit Committee are detailed in the Terms of Reference of PNHB’s Audit Committee. The Audit Committee, by consideration of both Internal and External Audit Reports, is able to gauge the effectiveness and adequacy of the internal control system, for presentation of its fi ndings to the Board. The Internal Audit Department of PNSB

Annual Report 2012 Puncak Niaga Holdings Berhad extends a copy of its Final Internal Audit Reports to the Executive Chairman and Managing 197 Director and summarised Status Reports on its activities are regularly submitted to the Management Committee Meetings.

• The Board of SYABAS established an Audit Committee with its own Terms of Reference on 3 August 2007. The Internal Audit Department of SYABAS extends a copy of its Statement Internal Audit Reports to the Executive Chairman and summarised Status Reports on its activities are regularly submitted to the Management of SYABAS. On Internal Control • The Compliance, Internal Control and Risk Policy Committee, which is chaired by YBhg Tan Sri Dato’ Seri Dr Ting Chew Peh, an Independent Non-Executive Director of PNHB was established in October 2001. This Committee closely monitors the Risk Management process within the Group and the extent of compliance with the Statement on Internal Control requirements.

• The Tender and Contracts Committee of PNSB/POG Group and the Tender Committees of SYABAS ensure transparency and competitive pricing in the award of contracts within the Group.

• A detailed budgeting process has been established for PNSB, SYABAS, Sino Water and POG Group requiring all Divisions/Departments/Districts to prepare their respective budgets annually. These budgets are then reviewed and approved by the respective Boards/Executive Committees prior to actual implementation each year. The monitoring of actual performance versus budget for PNSB, SYABAS, Sino Water and POG Group, with major variances being followed up, is done on a monthly basis and Management action is taken to rectify any shortcomings, where necessary.

• PNSB, SYABAS, Sino Water and POG Group have their own Limits of Authorities that have been approved by their respective Boards.

• Self-Assessment Audit Forms (which list key internal controls), have been developed for all Departments of PNSB. All departments are required to submit a quarterly declaration to the Internal Audit Department as to whether all the key internal controls have been complied with. Effective quarter ended 30 September 2012, the Self-Assessment Audit Forms are submitted and monitored online through the Audit Monitoring System.

Board Assessment

The Board is of the view that the Group’s risk management and internal control system for the year under review and as at the date of this statement is sound and suffi cient to safeguard the shareholders’ investment and the Group’s asset.

The Board has received assurance from the respective companies’ CEO and CFO that the Group’s risk management and internal control system are operating adequately and effectively at the operating companies.

This Statement on Internal Control has been prepared in accordance with the Guidelines and has been approved by the Board of PNHB and reviewed by the external auditors.

For and on behalf of the Board of Puncak Niaga Holdings Berhad

TAN SRI DATO’ SERI DR TING CHEW PEH Chairman Compliance, Internal Control and Risk Policy Committee

29 APRIL 2013

Puncak Niaga Holdings Berhad Annual Report 2012 198 The Board of Directors of Puncak Niaga Holdings Berhad (“PNHB”) is pleased to present the report of the Audit Committee for the fi nancial year 2012.

1. MEMBERSHIPS AND MEETINGS

The Audit Committee comprises the following members and details of attendance of Audit each member at the Audit Committee Meetings held during the fi nancial year 2012 were Committee as follows:

Report NUMBER OF NUMBER OF MEETINGS MEETINGS PERCENTAGE COMPOSITION OF COMMITTEE HELD ATTENDED (%)

YBhg Tan Sri Dato’ Seri Dr Ting Chew Peh Chairman/Independent Non-Executive Director 5 5 100

YBhg Tan Sri Dato’ Hari Narayanan Govindasamy Member/Independent Non-Executive Director 5 4 80

YAM Tengku Dato’ Rahimah Almarhum Sultan Mahmud Member/Non-Independent Non-Executive Director 5 5 100

YBhg Tan Sri Dato’ Ahmad Fuzi Haji Abdul Razak Member/Independent Non-Executive Director 5 5 100

The Executive Director (Finance Division), Senior General Manager (Internal Audit Department), Executive Director (Operation & Maintenance Department) and other members of Senior Management attended these meetings upon the invitation by the Chairman of the Audit Committee. The Group’s external auditors were also invited to attend these meetings where matters relating to the audit of the statutory accounts, quarterly fi nancial results and/or the external auditors are to be discussed. The Company Secretaries, Madam Tan Bee Lian and Madam Lim Yew Heang are the Secretaries to the Audit Committee.

2. SUMMARY OF ACTIVITIES

During the fi nancial year 2012, the Audit Committee carried out its duties as set out in the Terms of Reference of the Audit Committee. The main activities carried out by the Audit Committee during the fi nancial year included the following:-

Financial Results

• Reviewed the quarterly and year-to-date unaudited fi nancial results of the Group before tabling to the Board for consideration and approval.

• Reviewed the reports and the audited fi nancial statements of the Company and of the Group together with the external auditors prior to tabling to the Board for approval.

External Audit

• Reviewed the external auditors’ scope of work and audit plan for the year and made recommendations to the Board on their appointment and remuneration.

• Reviewed and discussed the external auditors’ audit report and areas of concern highlighted in the management letter, including management’s response to the concerns raised by the external auditors.

Annual Report 2012 Puncak Niaga Holdings Berhad • Discussed on signifi cant accounting and auditing issues, impact of new or proposed 199 changes in accounting standards and regulatory requirements.

• Met with the external auditors without the presence of the management.

Internal Audit Audit Committee • Reviewed the Internal Audit Plan, programme of resource requirement for the year Report and assessed the performance of the Internal Audit Department.

• Reviewed the Internal Audit reports, which highlighted the audit issues, recommendations and the Management’s responses and directed action to be taken by the Management to rectify and improve the system of internal control.

• Monitored the implementation of recommendations made by the Internal Audit Department arising from its audits in order to obtain assurances that all key risks and control concerns have been fully addressed.

Related Party Transactions

Reviewed all related party transactions entered into by the Company and the Group.

3. INTERNAL AUDIT FUNCTIONS

Puncak Niaga Holdings Berhad (“PNHB”) / Puncak Niaga (M) Sdn Bhd (“PNSB”)

PNHB/PNSB has an established independent Internal Audit Department reporting directly to the Audit Committee. The Internal Audit Department assists the Audit Committee in the discharge of its duties and responsibilities. The Internal Audit Department’s primary responsibility is to provide an independent assurance on the adequacy and effectiveness of risk management, governance and internal control.

The Internal Audit Department focuses on regular and systematic review and has conducted evaluation on the internal control, management information systems, and compliance with established procedures including the system for compliance with applicable laws, regulations, rules, directives and guidelines.

The Annual Internal Audit Plan 2012 of the Internal Audit Department (which was developed based on a risk based approach), was approved by the Audit Committee at the 71st Audit Committee Meeting of the Company held on 23 November 2011. The Internal Audit reports, which highlights internal control weaknesses, were deliberated by the Audit Committee and the recommendations were duly acted upon by the Management.

In 2012, the Internal Audit Department completed a total of 68 major audit assignments covering all the Water Treatment Plants, high-risk areas identifi ed by the Risk Management Scorecard Working Group and ad hoc assignments requested by the Senior Management. Examples of key areas audited by the Internal Audit Department during the Financial Year 2012 were Sludge Lagoon at SSP2, Property Maintenance at Wisma Rozali, Contract Management of Sarawak Project, Incidents Handling & Downtime, Store Operations, Receivables & Payables of Puncak Oil & Gas Sdn Bhd (“POG”) Group and Plant Audits of all Water Treatment Plants etc. All audits were performed in-house.

The Internal Audit Department’s role with regards to the Group’s risk management framework is explained in the Risk Management Policy & Report set out on pages 204 to 207 of this Annual Report.

The total cost incurred by the Internal Audit Department in relation to the conduct of the internal audit function of PNHB/PNSB during the Financial Year 2012 was about RM1.3 million.

Puncak Niaga Holdings Berhad Annual Report 2012 200 As at 31 December 2012, the Internal Audit Department had thirteen staff (four Accountants, four Engineers, one IT specialist and four support staff). Training attended by the Internal Audit Department’s staff in 2012 included the Singapore International Water Week 2012, National IT Governance - Data Protection and Cyber Security Conference for the Public and Private Sector and A Practical Approach to Audit Forensic Accounting & Digital Forensic. Committee Report SYABAS Due to the complexity of its water distribution operations which are dissimilar to that of PNSB’s water treatment operations, the Board of SYABAS formally ratifi ed the establishment of the Internal Audit Department on 1 September 2006, and an Audit Committee with its own Terms of Reference was formed on 3 August 2007.

At SYABAS, the audit emphasis for the Financial Year 2012 was to determine the compliance to Client Charter, Company’s procedures and guidelines, as well as the Authorities’ rules and regulations.

Amongst the audits carried out by the Internal Audit Department were on Savings From DMZ Installation, Application Assessment on e-Complaint, Management of Shell Card, Overtime, Whether Meter in Meter Management System Tally to BASIS System and Sites, Physical Checking on Sampling Station in Accordance With MOH and Safety, Overfl ow Incidence and Monitoring Action by Districts, Compensation imposed on Cases of Illegal Tapping, Compliance to Client Charter 7.3 (c) ix (Pipe Repair) and ii (Pressure) and MLS 2A and 2E and Follow Up Audit On Meter Reader Incentives. Including follow-up audit, the Internal Audit Department conducted in total 83 assignments in 2012.

The cost incurred by the Internal Audit Department in relation to the conduct of internal audit function of SYABAS during the year was about RM1.4 million.

4. SUMMARISED TERMS OF REFERENCE OF PNHB’S AUDIT COMMITTEE

A. Composition

The Board shall elect an Audit Committee from amongst themselves (pursuant to a resolution of the Board of Directors), comprising of at least three (3) Directors which fulfi ls the following requirements:

i. All the members of the Audit Committee must be Non-Executive Directors of the Company (and excluding Alternate Directors) with a majority of them being Independent Directors; and

ii. At least one (1) member of the Audit Committee:

a. must be a member of the Malaysian Institute of Accountants;

b. if he is not a member of the Malaysian Institute of Accountants, he must have at least three (3) years’ working experience and:

1. he must have passed the examinations specifi ed in Part I of the 1st Schedule of the Accountants Act 1967; or

2. he must be a member of one of the associations of accountants specifi ed in Part II of the 1st Schedule of the Accountants Act 1967; or

3. fulfi ls such other requirements as prescribed or approved by the Exchange.

Annual Report 2012 Puncak Niaga Holdings Berhad The members of the Audit Committee shall elect a Chairman from amongst 201 themselves who shall be an Independent Director. It would be advantageous if the Chairman possesses a strong personality, has knowledge and experience in fi nancial reporting, good leadership skills and is keen to get fi nancial reporting and controls right. Audit The Chairman of the Audit Committee will maintain continuous engagement with Committee the Board Members and Senior Management of the Company and the external Report auditors in order to be kept abreast of matters affecting the Company. All members of the Audit Committee should be fi nancially literate.

If the members of the Audit Committee for any reason be reduced to below three (3), the Board of Directors shall within three (3) months of the event, appoint such number of new members as may be required to make up the minimum number of three (3) members.

B. Duties And Responsibilities

In fulfi lling its primary objectives, the Audit Committee will need to undertake the following duties and responsibilities:

B.1 Oversee All Matters Relating to External and Internal Audits

i. The Committee shall meet with the external auditors prior to the commencement of the annual audit to review and discuss:

• The Annual Audit Plan with the external auditors, including the scope, nature and areas of audit of the Group.

• The extent of any planned reliance on the work of the internal auditors and the anticipated effect of this reliance on the examination.

• Any signifi cant accounting and auditing problems that the auditors can foresee and the impact on the fi nancial statements of any new or proposed changes in accounting standards or regulatory requirements.

Following its review of the plan, the Audit Committee may request the external auditors to perform additional audit work directed to specifi c areas of concern to the Committee. Clear policies and procedures must be established and followed to ensure the independence of the external auditors is not impaired by the provision of non-audit services to the Company.

ii. Oversee the Internal Audit Department. The Audit Committee in overseeing the Internal Audit Department will:

• Review the audit programme, scope, performance and fi ndings of the internal auditors.

• Monitor the implementation of the programme so that suffi cient internal audit coverage is accorded.

• Assess the capacity of the Internal Audit Department to fulfi l its responsibilities by considering, amongst other things, the adequacy of the scope of the Department’s authority as presented in the Department’s charter, the competency, qualifi cations and experience level of its employees, the degree to which internal auditors are independent of the activities they audit and the reporting relationship between the Head of Internal Audit and Senior Management.

Puncak Niaga Holdings Berhad Annual Report 2012 202 • Review any appraisal or assessment of the performance of the staff of the Internal Audit Department and approve any appointment or termination of the Head of the Internal Audit Department.

iii. Review the assistance and cooperation given by the Company’s offi cers to the Audit external and internal auditors. Committee Report iv. Consider the appointment of the external auditors, the audit fee and any questions of resignation or dismissal.

v. The external and/or internal auditors shall have the right to appear and be heard at any meeting of the Audit Committee and shall appear before the Audit Committee when required to do so by the Audit Committee.

vi. Upon the request of the external and/or internal auditors, the Chairman of the Audit Committee shall convene a meeting of the Committee to consider any matters the auditors believe should be brought to the attention of the Committee.

vii. The Audit Committee may convene meetings with the external auditors and/or internal auditors, excluding the attendance of other Directors and employees of the Company, whenever deemed necessary.

B.2 Evaluate the Standards of Internal Control and Financial Reporting

i. Hold specifi c discussions with Senior Corporate Management to discuss the overall adequacy of the internal control system.

ii. Meet with the internal and external auditors concerning their evaluation of the system of internal accounting controls.

iii. Consider the nature and disposition of the relevant comments appearing in the reports prepared by the internal auditors and in the external auditors’ management letter.

B.3 Review of Financial Statements

i. Meet with the Management and the external auditors to discuss the annual fi nancial statements of the Company or Group and the results of the audit before recommending approval by the Board.

ii. Review the changes in or implementation of major accounting policy changes, the nature and resolution of any signifi cant accounting and auditing problems encountered during the examination.

iii. It is good practice for the Audit Committee to meet the Management at a regular interval to review the results of the Company or Group, such as quarterly review of the results.

iv. Review the nature of any related party transaction and confl ict of interest situation that may arise within the Company or the Group including any transaction, procedure or course of conduct that raises questions of the Management’s integrity.

v. Review the nature of any signifi cant adjustments and unusual events, reclassifi cations or additional disclosures proposed by the external auditors that are currently signifi cant or may become signifi cant in the future.

vi. Review the adequacy of disclosure of the impact of any changes during the year in accounting policies, standards and/or regulatory requirements.

Annual Report 2012 Puncak Niaga Holdings Berhad 203 vii. Review the reasons for the major fl uctuations in fi nancial statement balances for the current year compared to prior years.

viii. Review for any unusual circumstances or situations refl ected in the nancialfi statements, including identifying any marginal operations. Audit Committee ix. Review the nature of any unusual or signifi cant commitments or contingent Report liabilities.

x. Review of any signifi cant differences between the annual report and other reports, such as reports to the regulatory agencies.

xi. Review for any signifi cant differences in format or disclosure from industry norms.

B.4 Additional Duties and Responsibilities

i. Act upon the Board of Directors’ request to investigate and report on any issues or concerns in regard to the management of the Company.

ii. Such other functions as may be agreed to by the Audit Committee and the Board of Directors.

C. Access To Records

In carrying out their duties and responsibilities, the Audit Committee will in principle have full, free and unrestricted access to all Company records, property and personnel.

D. Meetings and Minutes

i. It is good practice for the Audit Committee to hold a minimum of four (4) meetings a year, although additional meetings may be called at any time at the Chairman’s discretion.

ii. In addition to the Committee members, the Executive Director of Finance Division and the Head of Internal Audit Department will normally be in attendance at the meetings. Representative of the external auditors are to be in attendance at meetings where matters relating to the audit of the statutory accounts and/or the external auditors are to be discussed.

iii. The Chief Executive Offi cer, other Board Members and/or other appropriate offi cers may be invited to attend, except for those portions of the meetings where their presence is considered inappropriate, as determined by the Committee Chairman.

iv. The Audit Committee will meet with the external auditors without the Executive Directors present at least twice a year.

v. Minutes of each meeting shall be kept and distributed to each member of the Committee and also to the members of the Board. The Committee Chairman shall report on each meeting to the Board. The Secretaries to the Audit Committee shall be the Company Secretaries.

Puncak Niaga Holdings Berhad Annual Report 2012 204 RISK MANAGEMENT POLICY

The Board of Puncak Niaga Holdings Berhad (“PNHB”) has approved the following Group’s Risk Management Policy Statement:- Risk “The PNHB Group’s Risk Management Policy is to identify measure and control risks that Management may prevent the Group from achieving its objectives. Policy & Our challenge is to apply risk management to all parts of our business to ensure business Report risks are minimised and opportunities enhanced. We will achieve, maintain and review a proper risk management system which is implemented by the Management and extended to all employees of the Group. This is the commitment of the Board of Directors.

This policy statement assigns responsibility for risk management to all PNHB Group employees and acknowledges that corporate responsibility lies with the Board of Directors of the PNHB Group.”

RISK MANAGEMENT REPORT

There are risks faced by all companies in the various facets of their corporate lives. The nature of such risks including systemic, market, employees, economic, legislation, fi nancial and others, need to be identifi ed and managed to reduce the possibility and impact of any adverse effects. Puncak Niaga recognises this and has initiated risk management programmes to ensure its business risks are minimised and opportunities enhanced.

The following steps were taken by the Board of Puncak Niaga in October 2001, for the management of the Group’s corporate risks:-

1. The preparation of the Group’s Risk Management Policy Statement. 2. The formation of the Compliance, Internal Control and Risk Policy Committee with its own Terms of Reference. 3. The setting up of a Risk Management Section, which reports to the Compliance, Internal Control and Risk Policy Committee.

As a follow up from the Strategic Corporate Risk Management Workshop held for the Board and Senior Management in August 2001, information on Risk Management has been fully disseminated to all employees in the form of posters and through the Group’s internal communications network.

In addition, the risk management framework which was established in October 2001 has since then been fully implemented by the Management and employees of Puncak Niaga.

A second Strategic Enterprise-Wide Risk Management Workshop was conducted for Directors and Senior Management staff, by an external consultant on 11 September 2008.

An internal briefi ng was conducted in March 2013 for Directors and Senior Management on the “An Overview of M’sian Code On Corporate Governance 2012 & Bursa Malaysia Securities Berhad Main Market Listing Requirements”.

Annual Report 2012 Puncak Niaga Holdings Berhad COMPLIANCE, INTERNAL CONTROL AND RISK POLICY COMMITTEE (CICR) 205

The establishment of the CICR was formalised by the Board in October 2001. The current members of the CICR comprise the following:-

Chairman : YBhg Tan Sri Dato’ Seri Dr Ting Chew Peh Risk (Independent Non-Executive Director) Management Policy & Members : Mr Danny Ng Wah Tar Report Executive Director, Corporate Finance Division, PNSB Madam Tan Bee Lian Executive Director, Corporate Services Division, PNSB Madam Wong Ley Chan, Executive Director, Finance Division, PNSB Tuan Haji Sonari Solor Senior General Manager, Internal Audit Department, PNSB Cik Hayati Ab Wahab Senior General Manager, Internal Audit Department - SYABAS

Secretary : Madam Johty Priyatharashani Senior Manager, Internal Audit Department, PNSB

A) TERMS OF REFERENCE OF THE CICR

The CICR shall provide assistance to the Board of Directors of Puncak Niaga in discharging its fi duciary responsibilities relating to safeguarding shareholders’ investment and the Group’s assets through a structured approach to Risk Management. The primary responsibilities of the CICR are:-

• Formulating strategies to manage the overall risks associated with the Group’s activities. This entails decisions on:-

• Long-term and short-term strategies. • Justifi able capital allocation based on return per unit of risk.

• Recommending the appropriate risk management policies and procedures, which shall be reviewed frequently to ensure consistency with fundamental changes in the economy, market conditions and regulations.

• Reviewing periodically the Group’s overall objectives by assessing the current risk portfolio composition and determining the desired exposures of each major area of risk.

• Monitoring and assessing the risk portfolio composition of signifi cant activities of the Group.

• Keeping abreast of both current risk management techniques and theories, and any possible or actual changes in the regulatory environment, and recommending the appropriate action.

Puncak Niaga Holdings Berhad Annual Report 2012 206 B) CICR ACTIVITIES

MEETINGS HELD AND ISSUES COVERED

During the year 2012, the CICR held eight (8) meetings, of which four (4) were chaired by Risk YBhg Tan Sri Dato’ Seri Dr Ting Chew Peh (Chairman of CICR) and four (4) were chaired Management by YBhg Dato’ Hashim Mahfar (Head of CICR). Policy & Report At its meetings, the CICR reviewed in detail, the Status Reports prepared by the Risk Management Section. The issues covered include the following:-

1. The level of readiness of PNSB and the respective Divisions and Departments with regards to the “Statement on Internal Control” requirements.

2. The progress of the risk assessment and risk monitoring exercises at Departmental / Divisional and Enterprise-Wide levels. The main risks, controls and management actions are highlighted for the CICR to deliberate.

3. The effective utilisation of the Q-RADAR Corporate Risk Scorecard software to identify, measure and monitor all corporate risks identifi ed within Puncak Niaga (M) Sdn Bhd (“PNSB”), Syarikat Bekalan Air Selangor Sdn Bhd (“SYABAS”), Sino Water Pte Ltd (“Sino Water”) and Puncak Oil & Gas Sdn Bhd (“POG”) Group.

4. The status of Self-Assessment Audit Forms submitted by the relevant Departments in PNSB as to whether the key internal controls have been complied with.

5. The structure and key changes of Malaysian Code of Corporate Governance 2012 issued by Securities Commission Malaysia effective fi nancial year ending 31 December 2012.

6. Other relevant risk issues affecting the Group, from time to time.

RISK MANAGEMENT SCORECARD WORKING GROUP AND ENTERPRISE-WIDE RISKS

The Group recognises that Risk Management involves a structured approach, combining the efforts of all functions within the Group, to minimise the possibility and impact of unexpected damages so as to contribute towards greater effi ciency and better decision-making. The Group’s Enterprise-Wide Risk Profi le is reviewed annually to take into consideration changes in the business environment, strategies and functional activities of the Group.

RMSWG was held at Group level, comprising all Executive Directors of PNSB, Senior Management of PNSB, SYABAS and POG Group on 11 January 2013 to deliberate on the risks highlighted by the different business sectors and determine the Puncak Niaga Group’s Enterprise-Wide Risk Profi le for year 2013.

The deliberations of the RMSWG were reviewed by the CICR on 18 February 2013. Subsequently, a detailed Board Paper on the Group’s “Top Enterprise Wide Risks Facing the Puncak Niaga Group for year 2013” was tabled during PNHB’s Board of Directors’ Meeting that was held on 26 February 2013.

The Group’s Enterprise-Wide Risk Profi le will be reassessed by the RMSWG on a yearly basis.

Annual Report 2012 Puncak Niaga Holdings Berhad QUARTERLY RISK SCORECARD REPORTING 207 (PNSB, SINO WATER, POG GROUP AND SYABAS)

The respective Heads of Divisions and Departments of PNSB, the Managing Director of Sino Water and the Senior Management of POG Group and SYABAS are responsible for assessing and managing their respective risks. Using the Q-RADAR Corporate Risk Scorecard (“CRS”) Risk software, the respective Heads of Divisions and Departments of PNSB, the Managing Director Management of Sino Water and the Senior Management of POG Group and SYABAS submit their detailed Policy & risk scorecard reports to the Risk Management Section every quarter. Report

Risk Management Section analyses and summarises the risk scorecard reports received for further deliberation by the CICR.

Q-RADAR CORPORATE RISK SCORECARD SOFTWARE

PNHB, PNSB, Sino Water, POG Group and SYABAS utilise a risk management tool namely, the Q-RADAR CRS software to identify, measure and manage all corporate risks affecting the Group. The CRS software offers a systematic approach to the management of enterprise-wide risks facing corporations and assists the Management of Puncak Niaga to successfully achieve their corporate objectives. The software is web-based and allows authorised users to monitor their respective risks on-line from any location.

The CRS also facilitates a Corporate Digital Assurance module which requires Risk Scorecard Owners to validate and positively assure each individual risk, strength of control and management action. The status of this validation and assurance is reported to the CICR on quarterly basis.

As at 31 December 2012, the Q-RADAR CRS software had 110 authorised users covering 25 Departments / Divisions, including SYABAS, POG Group and Sino Water.

The Q-RADAR CRS software is administered by the Risk Management Section.

Puncak Niaga Holdings Berhad Annual Report 2012 208 As a responsible corporate citizen, Puncak Niaga is totally committed to upholding the highest standards of transparency, accountability and integrity in the disclosure of all material information on the Company to the investing public in an accurate, clear, complete and timely manner in accordance with the corporate disclosure requirements as set out in the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (“Bursa Securities”). Corporate Disclosure The primary objectives of Puncak Niaga’s Corporate Disclosure Policy are:- Policy 1. To promote and maintain market integrity and investor confi dence. 2. To provide equal access to the Company’s material information in an accurate, clear, timely and complete manner and to avoid selective disclosure to the investing public.

3. To exercise due diligence such that information disseminated to the investing public will be as far as possible accurate, clear, timely and complete.

4. To put in place an effi cient management of information procedure that promotes accountability for the dissemination of material information to the investing public.

5. To build good investor relations with the investing public based on the principles of trust, honesty, openness, transparency and sound understanding of the Company.

To achieve its objectives, the Company will endeavour to undertake the following:-

1. ESTABLISH POLICIES AND PROCEDURES

• Ensure written policies and procedures of the Company (“Puncak Niaga’s Corporate Disclosure Policy and Procedure”) that encompass the Corporate Disclosure Policy and other requirements relating to corporate disclosure as set out in the Main Market Listing Requirements of Bursa Securities.

• Appoint a senior offi cer of the Company to oversee and coordinate disclosures to ensure the Company complies with the Main Market Listing Requirements of Bursa Securities.

• Ensure that only designated persons are the Company’s spokespersons.

• Ensure due compliance with Puncak Niaga’s Corporate Disclosure Policy And Procedure.

2. EXERCISE DUE DILIGENCE AND PREPARATION

• Ensure that the persons responsible for disseminating material information to the investing public, exercise due diligence in ensuring that information to be released is accurate, clear, timely and complete.

• Ensure that due care is observed when briefi ng and responding to analysts, institutional investors, the media and the investing public.

3. USE OF INFORMATION TECHNOLOGY

• Take advantage of current information technology to disseminate information to the investing public.

Our commitment to the above Policy is driven by the Board of Directors of the PNHB Group and implemented by the Management.

Annual Report 2012 Puncak Niaga Holdings Berhad Puncak Niaga Holdings Berhad (“PNHB”) recognises the signifi cance of being an 209 organisation that practises the highest standard of work ethics. As a responsible company to its shareholders, business associates, suppliers, employees and various stakeholders, we therefore take our corporate social responsibility seriously as we are a Leading Regional Integrated Water, Wastewater And Environmental Solutions Provider And To Emerge As A Signifi cant Player In The Oil And Gas Sector. Our aim is to achieve our business objectives Corporate and expansion in a considerate and responsible manner, whilst balancing the interests in the economic, social and environmental impacts of our activities. Social Responsibility • ENVIRONMENTAL Policy We advocate sustainable environment through managing our daily operation and activities in a responsible manner to minimise activities that could harm the environment and nature. Among the programmes/activities are:-

a) River Rescue Brigade (“BPS”) b) Consumer Awareness & Education Programme (“CAE”) c) Green Initiatives d) Environmental Impact Study (“EIS”)

• COMMUNITY

We support philanthropic and charitable giving, support for and active engagement with local communities through volunteering and other programmes. We also support and encourage our employees to help local community organisations and activities in the areas where we operate in. Among the programmes/activities organised by PNHB are:-

a) Education Study Visit – DAMs, Water Treatment Plants, Operation Command Centre & PUSPEL b) Program Pelestarian Pendidikan (“3P”) c) Tabung Budi d) Public Awareness Programme and Exhibition e) Corporate Social Responsibilities – Visits to Old Folks Home, Orphanage & Gotong-Royong

• STAKEHOLDERS

We protect the interests and priorities of stakeholders as well as managing risks in order to maximise profi ts for the success and growth of the Company.

• EMPLOYEES

We shall respect the rights and diversity of our employees, irrespective of race and gender and whilst providing a dynamic workplace and equal opportunities, improving employee satisfaction, whilst enhancing the intellectual capital through continuous investment in training and development of employees’ skills for the company’s quantum growth.

• STRATEGIC COLLABORATION AND KNOWLEDGE ENHANCEMENT AT ALL LEVELS

We promote continuous education and knowledge enhancement at all levels through collaborations with local and international higher education institutions and corporations.

We are equally dedicated not only to maintaining the highest ethical standards but also to achieving sustainability both in our operations and in our impact on the environment for the benefi ts of our customers, shareholders, stakeholders, and business associates

Puncak Niaga Holdings Berhad Annual Report 2012 210 It is the policy of Puncak Niaga Holdings Berhad and its subsidiaries (Puncak Niaga Group) to provide, so far as is practicable healthy, safe and environmental friendly workplace for all employees, contractors, visitors, Health, interested members of society and others, and in the spirit of consultation Safety And and cooperation, the Management and employees will together strive to Environmental achieve goals and objectives of this Policy. Policy Without prejudice to the generality of the above statement, the Policy of Puncak Niaga Group is:-

• to provide and maintain a healthy, safe and environmental friendly workplace and system of work, and to continually improve its environment and safety performance;

• to continuously emphasise on the prevention of injury, ill health and pollution in all activities;

• to ensure environmental and safety objectives and targets are set and reviewed;

• to ensure all employees are informed, instructed, trained and supervised on how to perform their jobs safely and without risk to health and without any harm to the environment;

• to investigate all occupational health, safety and environment incidents, and to make corrective measures to ensure the incidents will not recur;

• to comply with all legal and other requirements on health, safety and environment and other good practices which the Group subscribes;

• to review this policy as and when appropriate and to ensure it is understood by all employees and is available to all interested parties.

Annual Report 2012 Puncak Niaga Holdings Berhad As a responsible corporate citizen, Puncak Niaga is totally committed to upholding the 211 highest standards of transparency, accountability and integrity in the conduct of our business activities in the best interest of our shareholders as well as to allow potential investors to make careful and informed investment decisions based on full and transparent disclosure of information. Investor Puncak Niaga’s Investor Relations Policy aims to build long-term relationships and credibility with our shareholders and potential investors based on trust, honesty, openness, transparency Relations and sound understanding of the Company. Policy & To achieve its objectives, the Company will endeavour to undertake the following:- Report

1. CREATING QUALITY DIALOGUE

• To create an environment where the effective bilateral communication between the Company and our shareholders and investors both inform and educate through regular, open and transparent provision of relevant and invaluable information over the long-term, which will build mutually benefi cial long-term relationships vis-à-vis to foster a clearer understanding of the shareholders’ and investors’ expectations of the Company.

• To engage in quality dialogue with our shareholders and investors whereby the relationship is based on the principles of honesty, openness and transparency and to foster mutual understanding between the Company and our shareholders and investors.

• To reap the benefi ts of engaging in quality dialogue:- - Perception on our Company’s risk is reduced; - Enhance feedback of our Company’s performance; - Our Company’s share valuation becomes more realistic; - Develop confi dence in our Management team and management style; and - Works as a guide in the evaluation of our Company’s business strategy.

2. INVESTOR COMMUNICATIONS STATEMENT

• To implement an effi cient and effective Investor Relations Programme as part of our ongoing shareholders’ and investors’ communication obligations.

• To provide high quality, meaningful and timely information over and above that is required by law in order to improve the shareholders’ and investors’ understanding of our Company.

• To strive for key competence in the area of professional investor relations vide adequate resources and capabilities.

• To earn the trust, respect and confi dence of our existing shareholders and investors.

• To build and maintain long-term relationships with our existing shareholders and investors.

• To initiate long-term relationship building with potential shareholders and investors.

Our commitment to the above Policy is driven by the Board of Directors of PNHB Group and implemented by the Management.

Puncak Niaga Holdings Berhad Annual Report 2012 212 INVESTOR RELATIONS REPORT

Investor relations is the means by which listed companies maintain dialogue with their existing shareholders and potential investors. It is a strategic management responsibility to present an accurate picture of corporate performance and prospects, thus enabling the investment Investor community, through an informed market, to determine a realistic share price. As a result, Relations investor relations can have a positive impact on the Company’s market value and cost of Policy & capital relative to its industry sector and the overall economic climate. Report The year 2012 had been challenging amidst Puncak Niaga’s relentless pursuit to gain leadership in the water and water related industry and to emerge as a signifi cant player in the Oil & Gas industry whilst, remaining focus in achieving our Vision and Mission.

The Board is therefore pleased to report on Puncak Niaga’s investor relations activities during 2012 as follows:-

DIALOGUES WITH INVESTORS

The Top Management of the Group actively engages in meetings, dialogues and briefi ng sessions with local and foreign institutional groups. In 2012, 13 dialogues and group briefi ng sessions were conducted with existing and potential investors, local and foreign fund managers and fi nancial analysts from research and asset management houses.

INVESTORS’ ACCESS TO INFORMATION

In line with our Investor Relations Policy, Puncak Niaga ensures timely disclosure of information over and above the regulatory authorities’ disclosure requirements so as to enable the investment community to make careful and informed investment decisions on the Company’s securities. Shareholders and investors can contact us at [email protected] and access the Group’s information and corporate announcements at our website, www.puncakniaga.com.my (with a direct link to www.syabas.com.my, www.puncakoil.com and www.gomresources.com) or www.bursamalaysia.com. All announcements made to Bursa Malaysia Securities Berhad (“Bursa Securities”) are published shortly after the same is released on Bursa Securities’ website. All shareholders’ queries will be received by the Group Company Secretary who will provide feedback and responses to shareholders’ queries where such information can be made available to the public.

Since 22 October 2004, in our efforts to meet disclosure obligations towards our shareholders, investors and stakeholders, the Group had adopted and implemented the Puncak Niaga Corporate Disclosure Policy (as set out on page 208 of this Annual Report), formulated in line with the ‘Guide On Best Practices In Corporate Disclosure’ issued by Bursa Securities’ Task Force on Corporate Disclosure Best Practices.

Annual Report 2012 Puncak Niaga Holdings Berhad ANNUAL GENERAL MEETING (“AGM”) 213

The Board of Puncak Niaga fi rmly believes that the AGM is the best forum to promote a closer relationship with our shareholders, enabling us to continue our engagement process with them. Investor Since 2003, our AGMs have been preceded by a Company Presentation followed by a Relations Question and Answer Session. Our shareholders are updated on the Group’s corporate and Policy & fi nancial performances, latest developments and issues of concern to the shareholders. This Report is especially important as we are the water services provider in the State of Selangor and the Federal Territories of Kuala Lumpur and Putrajaya and our shareholders are our consumers. It is Puncak Niaga’s way of saying ‘We value your views’ and ‘We are here to serve you better’. At the same time, our shareholders’ feedbacks, which are relevant to our operations, are taken into consideration in our business decisions. PNHB’s Annual Report in the form of CD-ROM is sent to the entitled shareholders of the Company at least 21 days prior to the AGM as required by the Companies Act, 1965 and the Main Market Listing Requirements of Bursa Securities.

Since 2007, we have set up the PUSPEL customer service counter at a secretariat room at the AGM venue to enable our shareholders to gain online access to SYABAS’ water related enquiries. In view of our role as a water services provider, we will continue with this practice at our future AGMs for the benefi t of our shareholders.

The 2013 AGM will be held on Wednesday, 26 June 2013 at the Concorde Hotel Shah Alam. The Notice of AGM is enclosed with this Annual Report. The results of all resolutions proposed at the 2013 AGM will be posted on Bursa Securities’ website and the Company’s website on the evening of 26 June 2013.

INVESTOR RELATIONS UNIT

The Investor Relations Unit (“IRU”) maintains a database of shareholders and investors who wish to be updated on the Group’s corporate developments and performances via e-mail.

Kindly e-mail us your contact details to the attention of Madam Tan Bee Lian, Group Company Secretary at [email protected] or by mail at Investor Relations Unit, c/o Secretarial Department, Puncak Niaga Holdings Berhad, 10th Floor, Wisma Rozali, No. 4, Persiaran Sukan, Seksyen 13, 40100 Shah Alam, Selangor Darul Ehsan, should you wish to be included in our database.

Similarly, to enable us to further improve our level of services to the community and our stakeholders, kindly forward your comments, views and concerns to us at [email protected] for public enquiries and [email protected] for investors’ enquiries.

All water-related enquiries in the State of Selangor and the Federal Territories of Kuala Lumpur and Putrajaya, such as complaints on water disruptions, pipe bursts or low water pressure, may be addressed to SYABAS Customer Service Centre, [email protected] or the toll-free line, 1-800-88-5252 or SMS ‘PUSPEL’ to 39222 or the social networks on Twitter and Facebook, follow@PUSPEL.

Puncak Niaga Holdings Berhad Annual Report 2012 214 QUALITY POLICY

It is the Policy of Puncak Niaga to provide quality services and products to meet the customer requirements and satisfaction. Quality Puncak Niaga shall strive to consistently adopt and maintain a quality management system based on all regulated requirements, internationally recognised standard which will ensure a Policy & planned, systematic, and proactive approach to quality in all aspects of our work. Report Puncak Niaga is also committed in providing a safe, harmonious and conducive working environment and continuously equips our employees with knowledge and skill to improve our quality systematically.

Puncak Niaga Quality Management will be characterised by:-

• A culture of continual improvement and teamwork.

• Pro-activeness at all levels.

• The consistent application of ‘Right First Time Every Time’ principle.

• Empowerment of personnel to solve problems expeditiously.

All employees shall share the responsibility to understand and diligently implement the Quality Policy.

INNOVATIVE & CREATIVE CIRCLE (“ICC”) PROGRAMME

Puncak Niaga (M) Sdn Bhd (“PNSB”) support national aspiration on innovation and creativity via ICC Programme. It is a platform to measure staff capability in maximising their knowledge and experience to extend creative ideas in solving work-related issues to increase the Company’s productivity and cost-benefi t.

PNSB’s ICC Secretariat (“the Secretariat”) had successfully conducted its seventh ICC Programme. The ICC Programme does not only support productivity enhancement, it is also designed as a channel in developing a customer-centric workforce. The ICC Programme may contribute towards the supply of technically skilled, knowledgeable and innovative workforce who possesses important generic skills such as leadership skills, interpersonal effectiveness, thinking skills, personal and professional effectiveness and effective communication skills. The ICC Programme is a refl ection of the Company’s continuous efforts in enhancing productivity and competitiveness.

For the year 2012-2013 ICC Programme, a total of 24 teams participated in the ICC Programme. They comprised four teams from the Head Offi ce and 20 teams from the Water Treatment Plants (“WTP”). All teams participated in the In-house ICC Convention held on 2 May 2012.

Annual Report 2012 Puncak Niaga Holdings Berhad Based on project evaluation using judging criteria set by the Malaysian Productivity 215 Corporation (“MPC”), the Secretariat shortlisted six teams to participate in the ICC Mini Convention 2012 and 12 teams to participate in the Regional ICC Convention 2012. Six teams were selected by MPC to participate in the National ICC Convention 2012 and one team was selected by MPC to participate in the International Convention on Quality Creative Circle (“ICQCC”) 2012. The successful projects were as follows with project number 1 below Quality being selected for the ICQCC 2012:- Policy & Report Projects:

1. Lime Dosing Problem

2. Handling Support Equipment for Maintenance Work at Actifl o Plant

3. High Polymer Consumption

4. To resolve the frequent malfunction of Chlorination Equipment at Ampang Intake WTP

5. To resolve the faulty treated water sampling pump at Sungai Rangkap WTP

6. Cost Saving for Polymer Chemical

7. High Testing Cost for Microbiology

PNSB received a total of 25 ICC Awards in 2012, surpassing the previous year’s performance. The ICC Awards were as follows:-

Competition Date Awards achieved

Mini ICC Convention 8 May 2012 • Four Gold Awards 2012 • Two Silver Awards

Regional ICC June 2012 and • Nine Gold Awards Convention 2012 July 2012 • Three Silver Awards

National ICC 15 – 17 October • Three 3-Star Gold Awards Convention 2012 2012 • Three 2-Star Gold Awards

The team with project number 3 above (High Polymer Consumption) was one of the best top 10 teams from Service Sector and they will participate in the ICQCC 2013 to be held in Taiwan.

ICQCC 2012 16 October 2012 • One 3-Star Gold Award

The Company’s achievement in ICC activities for 2012-2013 was outstanding and excellent. PNSB will continue to foster the culture of ICC in the workplace.

Puncak Niaga Holdings Berhad Annual Report 2012 216 The fi nancial statements of the Group and Company have been drawn up in accordance with the applicable approved accounting standards in Malaysia and the provisions of the Companies Act, 1965. The Directors Statement Of take responsibility in ensuring that the fi nancial statements give a true and Directors’ fair view of the fi nancial position of the Group and of the Company as at Responsibility 31 December 2012 and of the results and the cash fl ows of the Group and For of the Company for the fi nancial year then ended. Preparation Of Financial In preparing the fi nancial statements, the Directors have: Statements • Selected suitable accounting policies and applied them consistently;

• Made judgements and estimates that are reasonable and prudent;

• Ensured that all applicable accounting standards have been followed; and

• Prepared fi nancial statements on the going concern basis as the Directors have a reasonable expectation, having made appropriate enquiries, that the Group and Company and which enables them to ensure that the fi nancial statements comply with the provisions of the Companies Act, 1965.

The Board has the overall responsibility to take all steps as are reasonably open to them to safeguard the assets of the Group to prevent and detect frauds and other irregularities.

Annual Report 2012 Puncak Niaga Holdings Berhad 218 Defi nitions 222 Directors’ Report 227 Statement by Directors Contents

FINANCIAL 227 Statutory Declaration STATEMENTS 228 Independent Auditors’ Report 230 Income Statements 231 Statements of Comprehensive Income 232 Statements of Financial Position 236 Statements of Changes in Equity 239 Statements of Cash Flows 242 Notes to the Financial Statements 417 Supplementary Information 218

Defi nitions

Except where the context otherwise requires, the following defi nitions shall apply throughout this Directors’ Report and Audited Financial Statements for the fi nancial year ended 31 December 2012:

“ABASS” : Konsortium ABASS Sdn Bhd

“Acqua” : Acqua SPV Berhad

“BACP” : Bai Bithaman Ajil Commercial Papers

“BAIDS” : RM1,020,000,000 10-Year Al-Bai’ Bithaman Ajil Islamic Debt Securities Primary Bonds together with Non-Detachable Secondary Bonds

“BAMTN” : Bai Bithaman Ajil Medium Term Notes

“BIMB” : Bank Islam Malaysia Berhad

“BPMB” : Bank Pembangunan Malaysia Berhad

“Bursa Securities” : Bursa Malaysia Securities Berhad

“CCOA” : Construction Cum Operation Agreement

“CGU” : Cash Generating Unit

“CIMB” : Commerce International Merchant Bankers Berhad

“CIMB Bank” : CIMB Bank Berhad

“CLMSB” : Corporate Line (M) Sdn Bhd

“Company” : Puncak Niaga Holdings Berhad

“CPMSB” : Central Plus (M) Sdn Bhd

“Distribution Area” : The State of Selangor, the Federal Territories of Kuala Lumpur and Putrajaya

“DSRA” : Debt Service Reserve Account

“EPF” : Employees Provident Fund

“Federal Government” : Government of Malaysia

“FRS” : Financial Reporting Standards

Annual Report 2012 Puncak Niaga Holdings Berhad 219

Defi nitions

“GOM Resources” : GOM Resources Sdn Bhd

“Group” : Puncak Niaga Holdings Berhad Group of Companies

“GWGF” : Gabungan Wawasan Generasi Felda Malaysia

“Hebei Sino” : Hebei Sino Panlong Industrial Water Supply Co Ltd

“HSBC” : HSBC Bank Malaysia Berhad

“IRB” : Inland Revenue Board

“JAKS-KDEB” : JAKS-KDEB Consortium Sdn Bhd

“JNA” : Junior Notes A, the 2001/2016 15-Year Redeemable Unconvertible Junior Notes issued by PNSB

“JVA” : Joint Venture Agreement

“KDEB” : Kumpulan Darul Ehsan Berhad

“KGL” : KGL Ltd

“KHEC” : Kris Heavy Engineering & Construction Sdn Bhd

“KeTTHA” : Kementerian Tenaga, Teknologi Hijau dan Air

“Luancheng” : Luancheng Dayu Water Supply Co Ltd

“LUWEI” : Luwei (Pingdingshan) Water Co Ltd

“MCPs” : Al-Murabahah Commercial Papers

“MMTNs” : Al-Murabahah Medium Term Notes

“MOF” : Minister of Finance, Incorporated

“MoU” : Memorandum of Understanding

“NA” : Not Applicable

“NBV” : Net Book Value

“NRW” : Non Revenue Water Works

Puncak Niaga Holdings Berhad Annual Report 2012 220

Defi nitions

“O&M” : Operations & Maintenance

“Oasis Water” : Oasis Water Resources Sdn Bhd

“PAAB” : Pengurusan Aset Air Bhd

“PCCA” : Privatisation Cum Concession Agreement

“PNOC” : Puncak Niaga Overseas Capital Pte Ltd

“PNSB” : Puncak Niaga (M) Sdn Bhd

“POG” : Puncak Oil & Gas Sdn Bhd

“PRC” : People’s Republic of China

“PUAS” : Perbadanan Urus Air Selangor Berhad

“RCULS” : Redeemable Convertible Unsecured Loan Stocks of SYABAS

“RM” : Ringgit Malaysia

“RMB” : Chinese Renminbi

“RPS” : Redeemable Cumulative Preference Shares of SYABAS

“RUBs” : RM435,000,000 Nominal Value Ten (10)-Year Redeemable Unsecured Bonds of PNSB

“RUN” : 2001/2016 15-Year Redeemable Unconvertible Junior Notes issued pursuant to the RUN issue

“RZ Management” : RZ Management Services Sdn Bhd

“Serba Tiara” : Serba Tiara Sdn Bhd

“SGD” : Singapore Dollar

“SINO” : Sino Water Pte Ltd

“Sino Water (Shanghai)” : Sino Water Environmental Consultancy (Shanghai) Co. Ltd

“SPLASH” : Syarikat Pengeluar Air Sungai Selangor Sdn Bhd

“SSP 2” : Sungai Selangor Water Supply Scheme Phase 2, Stages I and II

Annual Report 2012 Puncak Niaga Holdings Berhad 221

Defi nitions

“State Government” : The State

“SYABAS” : Syarikat Bekalan Air Selangor Sdn Bhd

“SYABAS Concession : Concession Agreement dated 15 December 2004 between SYABAS, the Federal Agreement” Government and the State Government

“WWE” : WWE Holdings Berhad

“USD” : United States Dollar

“XINNUO” : Xinnuo Water (Binzhou) Co. Ltd

Puncak Niaga Holdings Berhad Annual Report 2012 222

Directors’ Report

The directors have pleasure in presenting their report together with the audited fi nancial statements of the Group and of the Company for the fi nancial year ended 31 December 2012.

PRINCIPAL ACTIVITIES

The Group is primarily engaged in the treatment and distribution of treated water to consumers in the State of Selangor, the Federal Territories of Kuala Lumpur and Putrajaya, and in the PRC. The Group’s principal activities diversifi ed to the provision of marine spread, onshore and offshore services and engineering works for the oil and gas sector in year 2011. The principal activity of the Company is investment holding.

The principal activities of the subsidiaries, associates and joint ventures are disclosed in Notes 18, 19 and 20 respectively to the fi nancial statements.

There have been no other signifi cant changes in the nature of the principal activities during the fi nancial year other than as disclosed in Note 18 to the fi nancial statements.

RESULTS

Group Company RM RM

Profi t net of tax 232,680,075 6,235,047

Profi t attributable to: Owners of the parent 238,081,852 6,235,047 Non-controlling interest (5,401,777) -

232,680,075 6,235,047

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

In the opinion of the directors, the results of the operations of the Group and of the Company during the fi nancial year were not substantially affected by any item, transaction or event of a material and unusual nature other than as disclosed in the fi nancial statements.

DIVIDENDS

No dividend was paid since the end of the previous fi nancial year.

At the forthcoming Sixteenth Annual General Meeting of the Company, a fi nal single tier dividend of 5 sen per ordinary share amounting to RM20,455,305 in respect of the fi nancial year ended 31 December 2012 will be proposed for the shareholders’ approval. The fi nancial statements for the current financial year do not refl ect this proposed dividend. Such dividend, if approved by the shareholders, will be accounted for in equity as an appropriation of retained earnings in the fi nancial year ending 31 December 2013.

Annual Report 2012 Puncak Niaga Holdings Berhad 223

Directors’ Report

DIRECTORS

The names of the directors of the Company in offi ce since the date of the last report and at the date of this report are:

Tan Sri Rozali bin Ismail Dato’ Ruslan bin Hassan Dato’ Ir Lee Miang Koi Dato’ Syed Danial bin Syed Ariffi n Ng Wah Tar Tan Sri Dato’ Hari Narayanan a/l Govindasamy Tan Sri Dato’ Seri Dr Ting Chew Peh Tengku Dato’ Rahimah binti Almarhum Sultan Mahmud Tan Sri Dato’ Ahmad Fuzi bin Haji Abdul Razak Dato’ Hashim bin Mahfar (Resigned effective 31 December 2012)

In accordance with Article 98 of the Company’s Articles of Association, Dato’ Ruslan bin Hassan, Dato’ Syed Danial bin Syed Ariffi n and Tengku Dato’ Rahimah binti Almarhum Sultan Mahmud shall retire from offi ce by rotation at the forthcoming Sixteenth Annual General Meeting of the Company and, being eligible, had offered themselves for re-election.

DIRECTORS’ BENEFITS

Neither at the end of the fi nancial year, nor at any time during that year, did there subsist any arrangement to which the Company was a party, whereby the directors might acquire benefi ts by means of the acquisition of shares in or debenture of the Company or any other body corporate.

Since the end of the previous fi nancial year, no director has received or become entitled to receive a benefi t (other than benefi ts included in the aggregate amount of emoluments received or due and receivable by the directors or the fi xed salary of a full-time employee of the Company as shown in Note 10 to the fi nancial statements) by reason of a contract made by the Company or a related corporation with any director or with a fi rm of which the director is a member, or with a company in which the director has a substantial fi nancial interest, except for Tan Sri Rozali bin Ismail who has interests in related parties, GWGF and RZ Management, of which RZ Management provides corporate secretarial services to the Group, details of which are provided in Note 40 to the fi nancial statements.

Puncak Niaga Holdings Berhad Annual Report 2012 224

Directors’ Report

DIRECTORS’ INTERESTS

According to the register of directors’ shareholdings, the interests of directors in offi ce at the end of the fi nancial year in shares in the Company and its related corporations during the fi nancial year were as follows:

Number of ordinary shares of RM1.00 Each 1.1.2012 Acquired Sold 31.12.2012

Name of director

Direct Interest: Ordinary shares of the Company Tan Sri Rozali bin Ismail 1,729,000 - - 1,729,000 Dato’ Ir Lee Miang Koi 10,000 - - 10,000

Deemed Interest: Ordinary shares of the Company Tan Sri Rozali bin Ismail 167,037,114 * 19,800,000 (19,800,000) 167,037,114 * Tan Sri Dato’ Seri Dr Ting Chew Peh 42,000 ** - - 42,000 **

* Deemed interest by virtue of 100% shareholding interest in both CPMSB, a substantial corporate shareholder, and in CLMSB, a substantial corporate shareholder of the Company, of which 92.5% is held in his own name and 7.5% in his children’s names.

** Deemed interest by virtue of shares held by his spouse, Tay Boon Ling pursuant to Section 134 of the Companies Act, 1965.

None of the other directors in offi ce at the end of the fi nancial year had any interest in shares in the Company or its related corporations during the fi nancial year.

OTHER STATUTORY INFORMATION

(a) Before the income statements, statements of comprehensive income and statements of fi nancial position of the Group and of the Company were made out, the directors took reasonable steps:

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

(ii) to ensure that any current assets which were unlikely to realise their value as shown in the accounting records in the ordinary course of business had been written down to an amount which they might be expected so to realise.

Annual Report 2012 Puncak Niaga Holdings Berhad 225

Directors’ Report

OTHER STATUTORY INFORMATION (CONTINUED)

(b) At the date of this report, the directors are not aware of any circumstances which would render:

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

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

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

(d) At the date of this report, the directors are not aware of any circumstances not otherwise dealt with in this report or fi nancial statements of the Group and of the Company which would render any amount stated in the fi nancial statements misleading.

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

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

(ii) any contingent liability of the Group or of the Company which has arisen since the end of the fi nancial year.

(f) In the opinion of the directors:

(i) except as disclosed in Note 50, no contingent or other liability has become enforceable or is likely to become enforceable within the period of twelve months after the end of the fi nancial year which will or may affect the ability of the Group or of the Company to meet their obligations when they fall due; and

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

SIGNIFICANT EVENTS

In addition to signifi cant events disclosed elsewhere in this report, other signifi cant events are disclosed in Note 48 to the fi nancial statements.

Puncak Niaga Holdings Berhad Annual Report 2012 226

Directors’ Report

SUBSEQUENT EVENTS

Details of subsequent events are disclosed in Note 49 to the fi nancial statements.

AUDITORS

The auditors, Ernst & Young, retire and are not seeking reappointment at the forthcoming Annual General Meeting.

Signed on behalf of the Board in accordance with a resolution of the directors dated 29 April 2013.

Tan Sri Rozali bin Ismail Dato’ Syed Danial bin Syed Ariffi n

Annual Report 2012 Puncak Niaga Holdings Berhad 227

Statement by Directors Pursuant to Section 169 (15) of the Companies Act, 1965

We, Tan Sri Rozali bin Ismail and Dato’ Syed Danial bin Syed Ariffi n, being two of the directors of Puncak Niaga Holdings Berhad, do hereby state that, in the opinion of the directors, the accompanying fi nancial statements set out on pages 230 to 416 are drawn up in accordance with Malaysian Financial Reporting Standards, International Financial Reporting Standards, and the Companies Act, 1965 in Malaysia so as to give a true and fair view of the fi nancial position of the Group and the Company as at 31 December 2012 and of its fi nancial performance and cash flows for the year then ended.

The information set out in Note 52 to the fi nancial statements have been prepared in accordance with the Guidance on Special Matter No.1, Determination of Realised and Unrealised Profi ts 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 in accordance with a resolution of the directors dated 29 April 2013.

Tan Sri Rozali bin Ismail Dato’ Syed Danial bin Syed Ariffi n

Statutory Declaration Pursuant to Section 169 (16) of the Companies Act, 1965

I, Wong Ley Chan, being the offi cer primarily responsible for the fi nancial management of Puncak Niaga Holdings Berhad, do solemnly and sincerely declare that the accompanying fi nancial statements set out on pages 230 to 417 are in my opinion correct, and I make this solemn declaration conscientiously believing the same to be true and by virtue of the provisions of the Statutory Declarations Act, 1960.

Subscribed and solemnly declared by the abovenamed Wong Ley Chan at Shah Alam in the State of Selangor on 29 April 2013. Wong Ley Chan

Before me,

Puncak Niaga Holdings Berhad Annual Report 2012 228

Independent Auditors’ Report to the member of Puncak Niaga Holdings Berhad (Incorporated in Malaysia)

Report on the fi nancial statements

We have audited the fi nancial statements of Puncak Niaga Holdings Berhad, which comprise the statements of fi nancial position as at 31 December 2012 of the Group and of the Company, and the income statements and statements of comprehensive income, statements of changes in equity and statements of cash fl ows of the Group and of the Company for the year then ended, and a summary of signifi cant accounting policies and other explanatory notes, as set out on pages 230 to 416.

Directors’ responsibility for the fi nancial statements

The directors of the Company are responsible for the preparation of fi nancial statements so as to give a true and fair view in accordance with Malaysian Financial Reporting Standards, International Financial Reporting Standards and the requirements of the Companies Act, 1965 in Malaysia. The directors are also responsible for such internal control as the directors determine is necessary to enable the preparation of fi nancial statements that are free from material misstatement, whether due to fraud or error.

Auditors’ responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the fi nancial statements. The procedures selected depend on our judgement, including the assessment of risks of material misstatement of the fi nancial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the entity’s preparation of fi nancial 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 entity’s internal control. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the fi nancial statements.

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

Opinion

In our opinion, the fi nancial statements give a true and fair view of the fi nancial position of the Group and of the Company as at 31 December 2012 and of their fi nancial performance and cash fl ows for the year then ended in accordance with Malaysian Financial Reporting Standards, International Financial Reporting Standards and the requirement of the Companies Act, 1965 in Malaysia.

Emphasis of Matter

1) We draw attention to Note 4.2, Note 50(e) and Note 50(g) to the fi nancial statements which describe the uncertainty relating to the outcome of the lawsuit fi led by a subsidiary of the Company, SYABAS against the Selangor State Government for the recovery of the water tariff compensation.

2) In view of the signifi cance of the matter, we draw your attention to Note 7(b) to the fi nancial statements in connection with the indemnity payment of RM15 million made to a director, which describes the judgement exercised by the Board of Directors in arriving at their conclusion.

Our opinion is not qualifi ed in respect of the above matters.

Annual Report 2012 Puncak Niaga Holdings Berhad 229

Independent Auditors’ Report to the member of Puncak Niaga Holdings Berhad (Incorporated in Malaysia)

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 of which we have acted as auditors have been properly kept in accordance with the provisions of the Act.

(b) We have considered the fi nancial statements and the auditors’ reports of the subsidiaries which we have not acted as auditors, which are indicated in Note 18 to the fi nancial statements, being fi nancial statements that have been included in the consolidated fi nancial statements.

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

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

Other matters

(i) As stated in Note 2 to the fi nancial statements, Puncak Niaga Holdings Berhad, adopted Malaysian Financial Reporting Standards on 1 January 2012 with a transition date of 1 January 2011. These standards were applied retrospectively by directors to the comparative information in these fi nancial statement, including statements of fi nancial position as at 31 December 2011 and 1 January 2011, and income statements, the statements of comprehensive income, statements of changes in equity and statements of cash fl ows for the year ended 31 December 2011 and related disclosures. We are not engaged to report on the comparative information and it is unaudited. Our responsibilities as part of our audit of the fi nancial statements of the Group and Company for the year ended 31 December 2012 have, in these circumstances, including obtaining suffi cient appropriate audit evidence that the opening balances as at 1 January 2012 do not contain misstatements that materially affect the fi nancial position as of 31 December 2012 and fi nancial performance and cash fl ows for the year then ended.

(ii) The supplementary information set out in Note 52 on page 417 is disclosed to meet the requirement of Bursa Malaysia Securities Berhad. 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 Profi ts or Losses in the Context of Disclosure Pursuant to Bursa Malaysia Securities Berhad’s Main Market 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.

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

ERNST & YOUNG PHANG OY LIN AF: 0039 No.2985/03/14 (J) Chartered Accountants Chartered Accountant

Kuala Lumpur, Malaysia 29 April 2013

Puncak Niaga Holdings Berhad Annual Report 2012 230

Income Statements For the fi nancial year ended 31 December 2012

Group Company Note 2012 2011 2012 2011 RM RM RM RM

Revenue 6 3,743,935,224 2,591,509,091 – – Other income 7(a) 169,523,693 320,099,478 20,688,979 79,980,819 Items of expense Raw materials, consumables and maintenance (1,139,622,609) (1,083,109,917) – – Construction contract expense (307,812,037) (277,484,524) – – Cost of providing oil and gas services (609,125,904) (219,414,230) – – Employee benefi ts expense 9 (349,247,380) (286,636,889) – – Other expenses 7(b) (327,367,858) (318,569,222) (6,412,399) (21,204,991) Depreciation and amortisation expense 7(c) (234,141,105) (176,305,767) (568,323) (774,562) Finance costs 11 (647,688,537) (624,459,577) (17,638) (49,806,510)

Share of results - Associates 19 (1,406) 3,172 – – - Joint venture 20 (147,815) (203,235) – –

Profi t/(loss) before tax 7 298,304,266 (74,571,620) 13,690,619 8,194,756 Income tax expense 12 (65,624,191) (8,559,374) (7,455,572) (4,669,189)

Profi t/(loss) net of tax 232,680,075 (83,130,994) 6,235,047 3,525,567

Profi t/(loss) attributable to: Owners of the parent 238,081,852 9,910,838 6,235,047 3,525,567 Non-controlling interest (5,401,777) (93,041,832) – –

232,680,075 (83,130,994) 6,235,047 3,525,567

Earnings per share attributable to owners of the parent (sen per share)

Basic 13 58.20 2.42

Diluted 13 N/A N/A

Annual Report 2012 Puncak Niaga Holdings Berhad 231

Statements of Comprehensive Income For the fi nancial year ended 31 December 2012

Group Company Note 2012 2011 2012 2011 RM RM RM RM

Profi t/(loss) net of tax 232,680,075 (83,130,994) 6,235,047 3,525,567

Other comprehensive (loss)/income: Foreign currency translation (2,421,522) 2,165,771 – – Fair value gain/(loss) on available-for-sale investment 28 442,298 (591,207) 661,055 – Actuarial loss on retirement benefi t, net of tax 34 (1,039,663) – – – Revaluation surplus on land and buildings 14 – 92,117,262 – 12,108,879 Transfer to deferred tax 37 – (23,029,316) – (3,027,220) Revaluation surplus – 69,087,946 – 9,081,659

Total comprehensive income/(loss) for the year 229,661,188 (12,468,484) 6,896,102 12,607,226

Total comprehensive income/(loss) attributable to: Owners of the parent 235,306,081 80,393,762 6,896,102 12,607,226 Non-controlling interest (5,644,893) (92,862,246) – –

229,661,188 (12,468,484) 6,896,102 12,607,226

The accompanying accounting policies and explanatory notes form an integral part of the fi nancial statements.

Puncak Niaga Holdings Berhad Annual Report 2012 232

Statements of Financial Position As at 31 December 2012

Group Company Note 2012 2011 1.1.2011 2012 2011 1.1.2011 RM RM RM RM RM RM

Assets

Non-current assets Property, plant and equipment 14 462,230,875 452,829,031 245,323,870 19,391,859 19,600,000 7,620,310 Investment property 15 – – – 8,553,688 8,913,870 9,559,243 Operating fi nancial assets 16 7,475,727 6,584,625 2,475,910 – – – Service concession assets 17 7,686,186,879 7,694,673,807 7,685,002,446 – – – Investment in subsidiaries 18 – – – 463,305,380 463,118,040 463,110,960 Investment in associates 19 45,236 43,986 39,738 48,071 45,415 44,339 Investment in joint venture 20 1,104,156 1,641,971 5,634,957 – – 2,476,927 Held-to-maturity fi nancial assets 21 – – – 278,764,629 265,958,665 254,152,376 DSRA 23 255,822,967 306,891,601 297,271,081 – – – Goodwill 24 210,820,140 210,878,972 193,258,671 – – – Trade and other receivables 25 2,319,981,438 1,469,883,064 284,706,684 – – – Deferred tax assets 37 425,928,475 425,211,092 399,546,108 – – –

11,369,595,893 10,568,638,149 9,113,259,465 770,063,627 757,635,990 736,964,155

Annual Report 2012 Puncak Niaga Holdings Berhad 233

Statements of Financial Position As at 31 December 2012

Group Company Note 2012 2011 1.1.2011 2012 2011 1.1.2011 RM RM RM RM RM RM

Current assets Inventories 27 5,789,984 9,483,743 9,887,761 – – – Held-to-maturity fi nancial assets – – – – – 285,568,993 Trade and other receivables 25 365,764,907 361,639,078 1,148,918,467 205,837,615 194,628,490 63,763,440 Other current assets 26 249,717,468 88,759,639 21,118,036 217,098 86,217 8,912,100 Available-for-sale investments 28 59,851,091 9,408,793 – 50,661,055 – – Tax recoverable 1,514 639,110 653,790 – – – Short term funds 29 – 36,281 35,231 – – – Cash and bank balances 31 1,383,740,725 1,268,050,147 1,215,266,678 174,812,115 270,325,861 180,088,126

2,064,865,689 1,738,016,791 2,395,879,963 431,527,883 465,040,568 538,332,659

Total assets 13,434,461,582 12,306,654,940 11,509,139,428 1,201,591,510 1,222,676,558 1,275,296,814

Puncak Niaga Holdings Berhad Annual Report 2012 234

Statements of Financial Position As at 31 December 2012

Group Company Note 2012 2011 1.1.2011 2012 2011 1.1.2011 RM RM RM RM RM RM

Equity and liabilities

Current liabilities Provision for retirement benefi ts 34 324,408 2,283,854 1,539,853 – – – Loans and borrowings 32 937,054,866 471,168,322 806,392,097 – – 285,568,993 Trade and other payables 33 1,560,003,213 1,387,291,014 1,662,607,522 217,075,509 249,872,615 35,872,702 Other current liabilities 35 141,405 – 6,546,029 – – – Service concession obligations 17 369,424,130 337,189,482 313,628,571 – – – Tax payable 90,280,541 27,434,086 14,155,744 286,161 590,847 228,041

2,957,228,563 2,225,366,758 2,804,869,816 217,361,670 250,463,462 321,669,736 Net current (liabilities)/assets (892,362,874) (487,349,967) (408,989,853) 214,166,213 214,577,106 216,662,923

Non-current liabilities

Provision for retirement benefi ts 34 25,171,202 20,475,716 19,224,022 – – – Loans and borrowings 32 4,718,733,590 5,040,961,074 4,680,571,099 – – – Trade and other payables 33 1,823,215,652 1,205,760,654 9,794,600 – – – Government grant 36 308,509,896 285,933,999 282,626,078 – – – Deferred tax liabilities 37 – – – 21,637,528 16,516,886 10,538,094 Service concession obligations 17 3,676,661,105 3,832,349,191 3,971,371,961 – – –

10,552,291,445 10,385,480,634 8,963,587,760 21,637,528 16,516,886 10,538,094

Total liabilities 13,509,520,008 12,610,847,392 11,768,457,576 238,999,198 266,980,348 332,207,830

Net assets (75,058,426) (304,192,452) (259,318,148) 962,592,312 955,696,210 943,088,984

Annual Report 2012 Puncak Niaga Holdings Berhad 235

Statements of Financial Position As at 31 December 2012

Group Company Note 2012 2011 1.1.2011 2012 2011 1.1.2011 RM RM RM RM RM RM

Equity attributable to owners of the parent Share capital 38 411,142,895 411,142,895 411,142,895 411,142,895 411,142,895 411,142,895 Share premium 38 102,878,221 102,878,221 102,878,221 102,878,221 102,878,221 102,878,221 Treasury shares 38 (5,940,688) (5,940,688) (5,940,688) (5,940,688) (5,940,688) (5,940,688) Foreign currency translation reserve 38 (569,747) 1,986,185 – – – – Revaluation reserve 38 69,087,946 69,087,946 – 9,081,659 9,081,659 – Other reserve 38 (340,943,537) (340,416,375) (320,653,591) – – – Available-for-sale reserve 38 94,080 (413,845) – 661,055 – – Retained earnings 39 271,241,376 33,887,288 24,153,812 444,769,170 438,534,123 435,008,556

506,990,546 272,211,627 211,580,649 962,592,312 955,696,210 943,088,984 Non-controlling interest (582,048,972) (576,404,079) (470,898,797) – – –

Total equity (75,058,426) (304,192,452) (259,318,148) 962,592,312 955,696,210 943,088,984

Total equity and liabilities 13,434,461,582 12,306,654,940 11,509,139,428 1,201,591,510 1,222,676,558 1,275,296,814

The accompanying accounting policies and explanatory notes form an integral part of the fi nancial statements.

Puncak Niaga Holdings Berhad Annual Report 2012 236

Statements of Changes in Equity For the fi nancial year ended 31 December 2012

Equity attributable to owners of Equity, the parent, Share Note total total capital RM RM RM

2012 Group

Opening balance at 1 January 2012 17,421,889 107,104,726 411,142,895 - Effects of adoption of MFRS 1 (321,614,341) 165,106,901 –

Opening balance at 1 January 2012 (304,192,452) 272,211,627 411,142,895

Total comprehensive income/(loss) 229,661,188 235,306,081 –

Transactions with owners Net premium paid on acquisition of non-controlling interests (527,162) (527,162) –

Total transactions with owners (527,162) (527,162) –

Closing balance at 31 December 2012 (75,058,426) 506,990,546 411,142,895

2011 Group

Opening balance at 1 January 2011 62,296,193 46,473,748 411,142,895 - Effects of adoption of MFRS 1 (321,614,341) 165,106,901 –

Opening balance at 1 January 2011 (259,318,148) 211,580,649 411,142,895 Total comprehensive (loss)/income (12,468,484) 80,393,762 –

Transactions with owners Net premium paid on acquisition of non-controlling interests 18 (19,762,784) (19,762,784) – Acquisition of non-controlling interests 18 (34,224,947) – – Acquisition of subsidiaries 18 21,581,911 – –

Total transactions with owners (32,405,820) (19,762,784) –

Closing balance at 31 December 2011 (304,192,452) 272,211,627 411,142,895

Annual Report 2012 Puncak Niaga Holdings Berhad 237

Statements of Changes in Equity For the fi nancial year ended 31 December 2012

Attributable to owners of the parent Non-distributable Distributable

Foreign currency Available- Non- Share Treasury translation Revaluation Other for-sale Retained controlling premium shares reserve reserve reserve Reserves earnings interests RM RM RM RM RM RM RM RM

102,878,221 (5,940,688) (1,108,129) 69,087,946 (19,762,784) (413,845) (448,778,890) (89,682,837) – – 3,094,314 – (320,653,591) – 482,666,178 (486,721,242)

102,878,221 (5,940,688) 1,986,185 69,087,946 (340,416,375) (413,845) 33,887,288 (576,404,079)

– – (2,555,932) – – 507,925 237,354,088 (5,644,893)

– – – – (527,162) – – –

– – – – (527,162) – – –

102,878,221 (5,940,688) (569,747) 69,087,946 (340,943,537) 94,080 271,241,376 (582,048,972)

102,878,221 (5,940,688) (3,094,314) – – – (458,512,366) 15,822,445 – – 3,094,314 – (320,653,591) – 482,666,178 (486,721,242)

102,878,221 (5,940,688) – – (320,653,591) – 24,153,812 (470,898,797) – – 1,986,185 69,087,946 – (413,845) 9,733,476 (92,862,246)

– – – – (19,762,784) – – – – – – – – – – (34,224,947) – – – – – – – 21,581,911

– – – – (19,762,784) – – (12,643,036)

102,878,221 (5,940,688) 1,986,185 69,087,946 (340,416,375) (413,845) 33,887,288 (576,404,079)

Puncak Niaga Holdings Berhad Annual Report 2012 238

Statements of Changes in Equity For the fi nancial year ended 31 December 2012

Non-Distributable

Available- Distributable Equity, Share Share Treasury Revaluation for-sale retained total capital premium shares reserve Reserves earnings RM RM RM RM RM RM RM

Company 2012

Opening balance at 1 January 2012 955,696,210 411,142,895 102,878,221 (5,940,688) 9,081,659 – 438,534,123

Total comprehensive income 6,896,102 – – – – 661,055 6,235,047

Closing balance at 31 December 2012 962,592,312 411,142,895 102,878,221 (5,940,688) 9,081,659 661,055 444,769,170

2011

Opening balance at 1 January 2011 943,088,984 411,142,895 102,878,221 (5,940,688) – – 435,008,556

Total comprehensive income 12,607,226 – – – 9,081,659 – 3,525,567

Closing balance at 31 December 2011 955,696,210 411,142,895 102,878,221 (5,940,688) 9,081,659 – 438,534,123

The accompanying accounting policies and explanatory notes form an integral part of the fi nancial statements.

Annual Report 2012 Puncak Niaga Holdings Berhad 239

Statements of Cash Flows For the fi nancial year ended 31 December 2012

Group Company Note 2012 2011 2012 2011 RM RM RM RM Operating activities

Receipts from customers 2,498,912,185 1,918,420,162 – – Other income 76,400,125 75,586,861 55,000 – Payments to water treatment operators (468,803,052) (395,739,973) – – Payments to service concession obligations (215,420,000) (190,430,000) – – Payments for operating expenses (730,138,753) (619,928,751) (3,782,791) (4,122,385) Payments to contractors (727,285,506) (301,842,316) – –

Net cash generated from/(used in) operations 433,664,999 486,065,983 (3,727,791) (4,122,385)

Net deposits received 24,991,273 25,852,252 – – Interest paid (288,247,929) (216,208,730) – (7,408,244) Tax paid (2,510,968) (44,089,652) (2,639,615) (1,354,811) Interest received 48,114,073 44,519,034 5,695,178 26,152,673 (217,653,551) (189,927,096) 3,055,563 17,389,618

Net cash infl ow/(outfl ow) from operating activities 216,011,448 296,138,887 (672,228) 13,267,233

Investing activities

Acquisition of subsidiaries 18(b) & (c) – (49,066,343) – (7,080) Acquisition of non-controlling interest 18(a) & (d) (527,162) (114,207,000) – – Purchase of property, plant and equipment (38,005,312) (14,196,927) – – Additions of service concession assets (197,513,389) (140,079,491) – – Net advances (to)/from subsidiaries – – (45,970,700) 82,990,614 Net advance to associate (2,656) (1,076) (2,656) (1,076) Net advance from/(to) joint venture 1,647,362 (239,267) 1,257,362 (239,267) Cash fl ows (used in)/from investing activities carried forward (234,401,157) (317,790,104) (44,715,994) 82,743,191

Puncak Niaga Holdings Berhad Annual Report 2012 240

Statements of Cash Flows For the fi nancial year ended 31 December 2012

Group Company Note 2012 2011 2012 2011 RM RM RM RM

Investing activities

Cash fl ows (used in)/from investing activities brought forward (234,401,157) (317,790,104) (44,715,994) 82,743,191

Purchase of unquoted investments 28 (50,000,000) (10,000,000) (50,000,000) – Proceeds from disposal of BAIDS – 336,740,180 – 336,740,180 Acquisition of BAIDS – (342,512,869) – (342,512,869) Proceeds from disposal of held-to-maturity investment – – – 327,967,259 Proceeds from disposal of property, plant and equipment 1,638,084 230,690 – – Net cash (outfl ow)/infl ow from investing activities (282,763,073) (333,332,103) (94,715,994) 404,937,761

Financing activities

Proceeds from loan and borrowings 243,629,513 444,848,500 – – Repayment of loan and borrowings (105,450,668) (335,141,667) – (327,967,259) Repayment of obligation under fi nance leases (5,604,347) (8,388,357) – – Net cash infl ow/(outfl ow) from fi nancing activities 132,574,498 101,318,476 – (327,967,259)

Net increase/(decrease) in cash and cash equivalents 65,822,873 64,125,260 (95,388,222) 90,237,735

Annual Report 2012 Puncak Niaga Holdings Berhad 241

Statements of Cash Flows For the fi nancial year ended 31 December 2012

Group Company Note 2012 2011 2012 2011 RM RM RM RM

Effects of exchange rate changes on cash and cash equivalents (1,237,210) (1,720,221) (125,524) –

Cash and cash equivalents at 1 January 1,268,086,428 1,215,301,909 270,325,861 180,088,126 Transfer from/(to) DSRA 23 51,068,634 (9,620,520) – – Deposits held in trust 31 (214,404,967) (186,955,104) – –

Cash and cash equivalents at 31 December 1,169,335,758 1,081,131,324 174,812,115 270,325,861

Cash and cash equivalents comprise: Deposits with licensed banks 1,199,377,428 1,108,293,684 159,163,393 231,152,547 Less: Deposits held in trust 31 (214,404,967) (186,955,104) – – 984,972,461 921,338,580 159,163,393 231,152,547 Cash and bank balances 31 184,363,297 159,756,463 15,648,722 39,173,314 Short term funds 29 – 36,281 – –

1,169,335,758 1,081,131,324 174,812,115 270,325,861

Group 2012 2011 RM RM

(a) Purchase of plant and equipment was fi nanced by:

Cash 38,005,312 14,196,927 Hire Purchase 4,736,625 11,059,773

42,741,937 25,256,700

The accompanying accounting policies and explanatory notes form an integral part of the fi nancial statements.

Puncak Niaga Holdings Berhad Annual Report 2012 242

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

1. CORPORATE INFORMATION

The Company is a public limited liability company, incorporated and domiciled in Malaysia, and is listed on the Main Market of Bursa Securities. The registered offi ce of the Company is located at 10th Floor, Wisma Rozali, No. 4, Persiaran Sukan, Seksyen 13, 40100 Shah Alam, Selangor Darul Ehsan. The principal place of business of the Company is located at 8th Floor, Wisma Rozali, No. 4, Persiaran Sukan, Seksyen 13, 40100 Shah Alam, Selangor Darul Ehsan.

The Company has no corporate shareholder being regarded by the directors of the Company as the ultimate holding company nor as the holding company.

The Group is primarily engaged in the treatment and distribution of treated water to consumers in the State of Selangor, the Federal Territories of Kuala Lumpur and Putrajaya and in the PRC. The Group’s principal activities diversifi ed to the provision of marine spread, onshore and offshore services and engineering works for the oil and gas sector in year 2011. The principal activity of the Company is investment holding.

The principal activities of the subsidiaries are disclosed in Note 18.

There have been no other signifi cant changes in the nature of the principal activities during the fi nancial year other than those disclosed in Note 18.

2. BASIS OF PREPARATION

The fi nancial statements of the Group and of the Company have been prepared in accordance with Malaysian Financial Reporting Standards (“MFRSs”) as issued by Malaysian Accounting Standards Board (“MASB”), International Financial Reporting Standards and the requirements of the Companies Act, 1965 in Malaysia. These fi nancial statements also comply with the International Financial Reporting Standards as issued by the International Accounting Standards Board.

The fi nancial statements have been prepared on the historical cost basis except as disclosed in the accounting policies below. The fi nancial statements are presented in Ringgit Malaysia (“RM”).

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3.1 First-time adoption of Malaysian Financial Reporting Standards (“MFRS”)

These fi nancial statements are the Group’s and the Company’s fi rst MFRS fi nancial statements for the year ended 31 December 2012. MFRS 1 First-Time Adoption of Malaysian Financial Reporting Standards (“MFRS 1”) has been applied.

In the previous years, the fi nancial statements of the Group and the Company were prepared in accordance with Financial Reporting Standards (“FRSs”) in Malaysia.

Annual Report 2012 Puncak Niaga Holdings Berhad 243

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

3.1 First-time adoption of Malaysian Financial Reporting Standards (“MFRS”) (continued)

In preparing its opening MFRS Statement of Financial Position as at 1 January 2011 (which is also the date of transition), the Group has adjusted the amounts previously reported in fi nancial statements prepared in accordance with FRS. An explanation and the fi nancial impact of how the transition from FRS to MFRS has affected the Group’s fi nancial position is set out in Note 3.2 below. These include reconciliations of equity for comparative periods and of equity at the date of transition reported under FRS to those reported for those periods and at the date of transition under MFRS. The transition from FRS to MFRS has not had a material impact on statement of cash fl ow.

3.2 Application of MFRS 1

The audited fi nancial statements of the Group and of the Company for the year ended 31 December 2011 were prepared in accordance with FRS. Except for certain differences, the requirements under FRS and MFRS are similar. The signifi cant accounting policies adopted in preparing these fi nancial statements are consistent with those of the audited fi nancial statements for the year ended 31 December 2011 except as discussed below. Accordingly, notes related to the statement of fi nancial position as at date of transition to MFRSs are only presented for those items.

(a) Business combination

MFRS 1 provides the option to apply MFRS 3 Business Combinations, prospectively from the date of transition or from a specifi c date prior to the date of transition. This provides relief from full retrospective application of MFRS 3 which would require restatement of all business combinations prior to the date of transaction.

The Group has elected to apply MFRS 3 prospectively from the date of business combination of 1 January 2005.

In respect of acquisitions on or after 1 January 2005:

i) The classifi cation of former business combinations and the carrying amount of goodwill recognised under FRS is maintained except for the goodwill recognised on the acquisition of the remaining 17.5% of the ordinary shares of Puncak Niaga (M) Sdn Bhd (“PNSB”) in 2008 amounting to RM321,614,341 (31 December 2011: RM321,614,341) were adjusted to other reserve (RM320,653,541) and retained earnings (RM950,750); and

ii) There is no-remeasurement of original fair values determined at the time of business combination (date of acquisition).

Puncak Niaga Holdings Berhad Annual Report 2012 244

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

3.2 Application of MFRS 1 (continued)

(a) Business combination (continued)

In respect of the Group’s acquisitions prior to 1 January 2005:

i) The classifi cation of former business combinations under FRS is maintained;

ii) There is no-remeasurement of original fair values determined at the time of business combination (date of acquisition); and

iii) The carrying amount of goodwill recognised under FRS is not adjusted.

(b) Foreign currency translation reserve

Under FRS, the Group recognised translation differences on foreign operations as a separate component of equity. Cumulative foreign currency translation differences for all foreign operations are deemed to be zero as at the date of transition to MFRS.

Accordingly, at the date of transition to MFRS, the cumulative foreign currency translation losses of RM3,094,314 (2011: RM3,094,314) were adjusted to retained earnings.

(c) Non-Controlling Interest (“NCI”)

According to MFRS 127 - Consolidated and Separate Financial Statements, total comprehensive income is attributable to the owners of the parent and to the NCI even if this results in the NCI having a defi cit balance and this shall be applied prospectively from 1 January 2011. However, if the entity elects to apply MFRS 3 - Business Combination for an earlier period, MFRS 127 shall also be applied for that earlier period.

The Group elects to adopt MFRS 3 and MFRS 127 on the business combination date of 1 January 2005 as permitted under the MFRS. Accordingly, the impact of these earlier adoptions had been adjusted to the retained earnings and non-controlling interest as disclosed in the reconciliation below.

At the date of transition to MFRS, the cumulative NCI’s share of losses of RM486,721,242 (2011: RM486,721,242) were adjusted to retained earnings.

(d) Estimates

The estimates at 1 January 2011 and 31 December 2011 were consistent with those made for the same dates in accordance with FRS. The estimates used by the Group to present these amounts in accordance with MFRS refl ects conditions at 1 January 2011, the date of transition to MFRS and as of 31 December 2011.

Annual Report 2012 Puncak Niaga Holdings Berhad 245

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

3.2 Application of MFRS 1 (continued)

The reconciliations of equity for comparative periods and of equity at the date of transition reported under FRS to those reported for those periods and at the date of transition under MFRS of the Group, are provided below:

(i) Reconciliation of equity as at 1 January 2011

Note 3.2(b) Foreign Note 3.2(c) FRS as at Currency Non- MFRS as at 1 January Note 3.2(a) Exchange controlling 1 January 2011 Goodwill Reserves interest 2011 RM RM RM RM RM

Statement of fi nancial position

Group

Non-current assets Goodwill 514,873,012 (321,614,341) – – 193,258,671

Equity Foreign currency translation reserve (3,094,314) – 3,094,314 – – Non-controlling interests 15,822,445 – – (486,721,242) (470,898,797) (Accumulated losses)/ Retained earnings (458,512,366) (960,750) (3,094,314) 486,721,242 24,153,812 Other reserve – (320,653,591) – – (320,653,591)

Puncak Niaga Holdings Berhad Annual Report 2012 246

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

3.2 Application of MFRS 1 (continued)

The reconciliations of equity for comparative periods and of equity at the date of transition reported under FRS to those reported for those periods and at the date of transition under MFRS of the Group, are provided below: (continued)

(ii) Reconciliation of equity as at 31 December 2011

Note 3.2(b) Foreign Note 3.2(c) FRS as at Currency Non- MFRS as at 31 December Note 3.2(a) Exchange controlling 31 December 2011 Goodwill Reserves interest 2011 RM RM RM RM RM

Statement of fi nancial position

Group

Non-current assets

Goodwill 532,493,313 (321,614,341) – – 210,878,972

Equity

Foreign currency translation reserve (1,108,129) – 3,094,314 – 1,986,185 Non-controlling interests (89,682,837) – – (486,721,242) (576,404,079) (Accumulated losses)/ Retained earnings (448,778,890) (960,750) (3,094,314) 486,721,242 33,887,288 Other reserve (19,762,784) (320,653,591) – – (340,416,375)

Annual Report 2012 Puncak Niaga Holdings Berhad 247

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

3.3 Standards issued but not yet effective

The standards and interpretations that are issued but not yet effective up to the date of issuance of the Group’s and the Company’s fi nancial statements are disclosed below. The Group and the Company intend to adopt these standards, if applicable, when they become effective.

Effective for annual periods beginning on Description or after

MFRS 101 Presentation of Items of Other Comprehensive Income (Amendments to MFRS 101) 1 July 2012 Amendments to MFRS 101: Presentation of Financial Statements (Annual Improvements 2009-2011 Cycle) 1 January 2013 MFRS 3 Business Combinations (IFRS 3 Business Combinations issued by IASB in March 2004) 1 January 2013 MFRS 10 Consolidated Financial Statements 1 January 2013 MFRS 11 Joint Arrangements 1 January 2013 MFRS 12 Disclosure of interests in Other Entities 1 January 2013 MFRS 13 Fair Value Measurement 1 January 2013 MFRS 119 Employee Benefi ts 1 January 2013 MFRS 127 Separate Financial Statements 1 January 2013 MFRS 128 Investment in Associate and Joint Ventures 1 January 2013 MFRS 127 Consolidated and Separate Financial Statements (IAS 27 as revised by IASB in December 2003) 1 January 2013 Amendments to MFRS 7: Disclosures – Offsetting Financial Assets and Financial Liabilities 1 January 2013 Amendments to MFRS 1: First-time Adoption of Malaysian Financial Reporting Standards – Government Loans 1 January 2013 Amendments to MFRS 1: First-time Adoption of Malaysian Financial Reporting Standards – Annual Improvements 2009-2011 Cycle) 1 January 2013 Amendments to MFRS 116: Property, Plant and Equipment (Annual Improvements 2009-2011 Cycle) 1 January 2013 Amendments to MFRS 132: Financial Instruments: Presentation (Annual Improvements 2009-2011 Cycle) 1 January 2013 Amendments to MFRS134: Interim Financial Reporting (Annual Improvements 2009-2011 Cycle) 1 January 2013 Amendments to MFRS 10: Consolidated Financial Statements: Transition Guidance 1 January 2013 Amendments to MFRS 11: Joint Arrangements: Transition Guidance 1 January 2013 Amendments to MFRS 12: Disclosure of Interests in Other Entities: Transition Guidance 1 January 2013 Amendments to MFRS 132: Offsetting Financial Assets and Financial Liabilities 1 January 2014 Amendments to MFRS 10, MFRS 12 and MFRS 127: Investment Entities 1 January 2014 MFRS 9 Financial Instruments 1 January 2015

Puncak Niaga Holdings Berhad Annual Report 2012 248

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

3.3 Standards issued but not yet effective (continued)

The directors expect that the adoption of the above standards and interpretations will have no material impact on the fi nancial statements in the period of initial application except as discussed below:

MFRS 10 Consolidated Financial Statements

MFRS 10 replaces part of MFRS 127 Consolidated and Separate Financial Statements that deals with consolidated fi nancial statements and IC Interpretations 112 Consolidation - Special Purpose Entities.

Under MFRS 10, an investor controls and investee when (a) the investor has power over an investee, (b) the investor has exposure, or rights, to variable returns from its involvement with the investee, and (c) the investor has ability to use its power over the investee to affect the amount of the investor’s returns. Under MFRS 127 Consolidated and Separate Financial Statements control was defi ned as the power to govern the fi nancial and operating policies of an entity so as to obtain benefi ts from its activities.

MFRS 10 includes detailed guidance to explain when an investor has control over the investee. MFRS 10 requires the investor to take into account all relevant facts and circumstances.

The change in accounting of Group’s investments (if any) will be applied in accordance with the relevant transitional provisions as set out in MFRS 10 as if the acquisitions of the effected entities had been accounted for in accordance with MFRS 3 at the date of acquisition.

MFRS 11 Joint Arrangements

MFRS 11 establishes the principles for classifi cation and accounting for joint arrangements and supersedes MFRS 131, Interest in Joint Ventures. Under MFRS 11, a joint arrangement may be classifi ed as joint venture or joint operation. Interest in joint venture will be accounted for using equity method whilst interest in joint operation will be accounted for using the applicable MFRSs relating to the underlying assets, liabilities, income and expense items arising from the joint operations. The Group is currently assessing the impact of adoption of MFRS 11.

MFRS 12 Disclosure of interests in Other Entities

MFRS 12 includes all disclosure requirements for interests in subsidiaries, joint arrangements, associates and structured entities. A number of new disclosures are required. This standard affects disclosures only and has no impact on the Group’s fi nancial position or performance.

MFRS 127 Separate Financial Statements

As a consequence of the new MFRS 10 and MFRS 12, MFRS 127 is limited to accounting for subsidiaries, jointly controlled entities and associates in separate fi nancial statements.

Annual Report 2012 Puncak Niaga Holdings Berhad 249

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

3.3 Standards issued but not yet effective (continued)

MFRS 128 Investments in Associates and Joint Ventures

As a consequence of new MFRS 11 and MFRS 12, MFRS 128 is renamed as MFRS 128 Investments in Associates and Joint Ventures. This new standard describes the application of the equity method to investments in joint ventures in addition to associates.

MFRS 13 Fair Value Measurement

MFRS 13 establishes a single source of guidance under MFRS for all fair value measurements. MFRS 13 does not change when an entity is required to use fair value, but rather provides guidance on how to measure fair value under MFRS when fair value is required or permitted.

Upon adoption of MFRS 13, the Group will take into consideration the highest and best use of certain properties in measuring the fair value of such properties. The adoption of MFRS 13 is expected to result in higher fair value of certain properties of the Group.

MFRS 3 Business Combinations (IFRS 3 Business Combinations issued by IASB in March 2004) and MFRS 127 Consolidated and Separate Financial Statements (IAS 27 as revised by IASB in December 2003)

An entity shall apply these earlier versions of MFRS 3 and MFRS 127 only if the entity has elected to do so as allowed in MFRS 10 Consolidated Financial Statements. The adoptions of these standards are not expected to have any signifi cant impact to the Group and the Company.

MFRS 119 Employee Benefi ts

The most signifi cant change relates to the accounting for changes in defi ned benefi t obligations and plan assets. The amendments require the recognition of changes in defi ned benefi t obligations and in fair value of plan assets when they occur, and hence eliminate the “corridor approach” as permitted under the previous version of MFRS 119 and accelerate the recognition of past service costs. The amendments require all actuarial gains and losses to be recognised immediately through other comprehensive income in order for the net pension asset or liability recognised in the consolidated statement of fi nancial position to refl ect the full value of the plan defi cit or surplus.

The amendments to MFRS 119 require retrospective application with certain exceptions. The directors anticipate that the application of the amendments to MFRS 119 may have impact on amounts reported in respect of the Group’s defi ned benefi t plans. However, the Group is currently assessing the impact that this standard will have on the fi nancial position and performance of the Group.

Puncak Niaga Holdings Berhad Annual Report 2012 250

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

3.3 Standards issued but not yet effective (continued)

Amendments to MFRS 101: Presentation of Financial Statements (Annual Improvements 2009-2011 Cycle)

The amendments to MFRS 101 change the grouping of items presented in other comprehensive income. Items that could be reclassifi ed (or recycled) to profi t or loss at a future point in time (for example, exchange differences on translation of foreign operations and net loss or gain on available-for-sale fi nancial assets) would be presented separately from items which will never be reclassifi ed (for example, actuarial gains and losses on defi ned benefi t plans and revaluation of land and buildings). The amendment affects presentation only and has no impact on the Group’s fi nancial position and performance.

MFRS 9 Financial Instruments: Classifi cation and Measurement

MFRS 9 refl ects the fi rst phase of the work on the replacement of MFRS 139 Financial Instruments: Recognition and Measurement and applies to classifi cation and measurement of fi nancial assets and fi nancial liabilities as defi ned in MFRS 139 Financial Instruments: Recognition and Measurement. The adoption of the fi rst phase of MFRS 9 will have an effect on the classifi cation and measurement of the Group’s fi nancial assets. The Group will quantify the effect in conjunction with the other phases, when the fi nal standard including all phases is issued.

3.4 Basis of consolidation

The consolidated fi nancial statements comprise the fi nancial statements of the Company and its subsidiaries as at the reporting date. The fi nancial statements of the subsidiaries used in the preparation of the fi nancial statements are prepared for the same reporting date as the Company. Consistent accounting policies are applied to like transactions and events in similar circumstances.

All intra-group balances, income and expenses and unrealised gains and losses resulting from intra-group transactions are eliminated in full except for unrealised losses, which are not eliminated when there are indications of impairment.

A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction. If the Group loses control over a subsidiary, it:

- Derecognises the assets (including goodwill) and liabilities of the subsidiary - Derecognises the carrying amount of any non-controlling interest - Derecognises the cumulative translation differences recorded in equity - Recognises the fair value of the consideration received - Recognises the fair value of any investment retained - Recognises any surplus or defi cit in profi t or loss - Reclassifi es the parent’s share of components previously recognised in other comprehensive income to profi t or loss or retained earnings, as appropriate

Annual Report 2012 Puncak Niaga Holdings Berhad 251

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

3.4 Basis of consolidation (continued)

Business combinations are accounted for using the acquisition method. The cost of an acquisition is measured as aggregate of the consideration transferred measured at acquisition date fair value and the amount of any non- controlling interest in the acquiree at fair value or at the proportionate share of the acquiree’s identifi able net assets. Acquisition-related costs are expensed as incurred and included in administrative expenses.

When the Group acquires a business, it assesses the fi nancial assets and liabilities assumed for appropriate classifi cation and designation in accordance with the contractual terms, economic circumstances and the pertinent conditions as at the acquisition date. This includes the separation of embedded derivatives in host contracts by the acquiree.

If the business combination is achieved in stages, the previously held equity interest is remeasured at its acquisition date fair value and any resulting gain or loss is recognised in statement of comprehensive income.

Any contingent consideration to be transferred by the acquirer will be recognised at fair value at the acquisition date. Contingent consideration classifi ed as an asset or liability that is a fi nancial instrument and within the scope of MFRS 139 Financial Instruments: Recognition and Measurement, is measured at fair value with changes in fair value recognised either in profi t or loss or as a change to other comprehensive income. If the contingent consideration is not within the scope of MFRS 139, it is measured in accordance with the appropriate MFRS. Contingent consideration that is classifi ed as equity is not remeasured and subsequent settlement is accounted for within equity.

3.5 Transactions with non-controlling interest

Non-controlling interests represent the equity in subsidiaries not attributable, directly or indirectly, to the owners of the Company, and is presented separately in the consolidated statement of comprehensive income and within equity in the consolidated statement of fi nancial position, separately from equity attributable to owners of the Company.

Changes in the Company owners’ ownership interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions. In such circumstances, the carrying amounts of the controlling and non- controlling interests are adjusted to refl ect the changes in their relative interests in the subsidiary. Any difference between the amount by which the non-controlling interest is adjusted and the fair value of the consideration paid or received is recognised directly in equity and attributed to owners of the parent.

Total comprehensive income within a subsidiary is attributable to the non-controlling interest even if it results in a defi cit balance.

Puncak Niaga Holdings Berhad Annual Report 2012 252

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

3.6 Currency conversion

The Group’s fi nancial statements are presented in Ringgit Malaysia (“RM”), which is also the functional currency of the Company. All transactions are recorded in Ringgit Malaysia. Each entity in the Group determines its own functional currency and items included in the fi nancial statements of each entity are measured using that functional currency.

(a) Foreign currency transactions

Transactions in foreign currencies are measured in the respective functional currencies of the Company and its subsidiaries and are recorded on initial recognition in the functional currencies at exchange rates approximating those prevailing at the transaction dates. Monetary assets and liabilities denominated in foreign currencies are translated at the rate of exchange prevailing at the end of the reporting period.

Non-monetary items denominated in foreign currencies that are measured at historical cost are translated using the exchange rates at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined.

Exchange differences arising on the settlement of monetary items or on translating monetary items at the end of the reporting period are recognised in profi t or loss except for exchange differences arising on monetary items that form part of the Group’s net investment in foreign operations which are recognised initially in other comprehensive income and accumulated under foreign currency translation reserve in equity. The foreign currency translation reserve is reclassifi ed from equity to profi t or loss of the Group on disposal of the foreign operation.

Exchange differences arising on the translation of non-monetary items carried at fair value are included in profi t or loss except for the differences arising on the translation of non-monetary items in respect of which gains and losses are recognised directly in other comprehensive income. Exchange differences arising from such non- monetary items are also recognised directly in other comprehensive income.

(b) Foreign operations

The assets and liabilities of foreign operations are translated into RM at the rate of exchange ruling at the reporting date and income and expenses are translated at exchange rates at the dates of the transactions. The exchange differences arising on the translation are taken directly to other comprehensive income. On disposal of a foreign operation, the cumulative amount recognised in other comprehensive income and accumulated in equity under foreign currency translation reserve relating to that particular foreign operation is recognised in the profi t or loss.

Goodwill and fair value adjustments arising on the acquisition of foreign operations are treated as assets and liabilities of the foreign operations and are recorded in the functional currency of the foreign operations and translated at the closing rate at the reporting date.

Annual Report 2012 Puncak Niaga Holdings Berhad 253

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

3.7 Property, plant and equipment

All items of property, plant and equipment are initially recorded at cost. The cost of an item of property, plant and equipment is recognised as an asset if, and only if, it is probable that future economic benefi ts associated with the item will fl ow to the Group and the cost of the item can be measured reliably.

Subsequent to recognition, plant and equipment and furniture and fi xtures are measured at cost less accumulated depreciation and accumulated impairment losses. When signifi cant parts of property, plant and equipment are required to be replaced in intervals, the Group recognises such parts as individual assets with specifi c useful lives and depreciation, respectively. Likewise, when a major inspection is performed, its cost is recognised in the carrying amount of the plant and equipment as a replacement if the recognition criteria are satisfi ed. All other repair and maintenance costs are recognised in profi t or loss as incurred.

In the previous fi nancial year, the Group changed from the cost model to the revaluation model for its freehold land, leasehold land and buildings.

Freehold and leasehold land and buildings are measured at fair value less accumulated depreciation on leasehold land and buildings and impairment losses recognised after the date of valuation. Valuations are performed with suffi cient regularity to ensure that the carrying amount does not differ materially from the fair value of the freehold land, leasehold land and buildings at the reporting date.

Any revaluation surplus is recognised in other comprehensive income and accumulated in equity under the asset revaluation reserve, except to the extent that it reverses a revaluation decrease of the same asset previously recognised in profi t or loss, in which case the increase is recognised in profi t or loss. A revaluation defi cit is recognised in profi t or loss, except to the extent that it offsets an existing surplus on the same asset carried in the asset revaluation reserve.

Any accumulated depreciation as at the revaluation date is eliminated against the gross carrying amount of the asset and the net amount is restated to the revalued amount of the asset. The revaluation surplus included in the asset revaluation reserve in respect of an asset is transferred directly to retained earnings on retirement or disposal of the asset.

Freehold land has an unlimited useful life and therefore it is not depreciated. Depreciation of other property, plant and equipment is computed on a straight-line basis over the estimated useful lives of the assets as follows:

- Buildings: 10 to 50 years - Plant and equipment: 4 to 25 years - Offi ce equipment: 4 to 10 years - Furniture and fi ttings: 5 to 10 years - Motor vehicles: 3 to 10 years - Computers and software: 3 to 5 years - Renovation: 3 to 10 years - Signage: 5 to 10 years - Pipelines: 10 years - Vessel: 15 years - Long term leasehold land: over the leasehold period

Puncak Niaga Holdings Berhad Annual Report 2012 254

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

3.7 Property, plant and equipment (continued)

Assets under construction included in plant and equipment are not depreciated as these assets are not yet available for use.

The carrying values of property, plant and equipment are reviewed for impairment when events or changes in circumstances indicate that the carrying value may not be recoverable.

The residual value, useful life and depreciation method are reviewed at each fi nancial year-end, and adjusted prospectively, if appropriate.

An item of property, plant and equipment is derecognised upon disposal or when no future economic benefi ts are expected from its use or disposal. Any gain or loss on derecognition of the asset is included in the profi t or loss in the year the asset is derecognised.

3.8 Investment properties

Investment property is property which are held to earn rental income or for capital appreciation or both. Properties that are occupied by the companies in the Group are accounted for as owner-occupied rather than as investment properties.

Such property are measured initial at cost including transaction costs. Subsequent to recognition, Investment property is stated at cost less accumulated depreciation. The annual depreciation rate for buildings is 2%. The policy for the recognition and measurement of impairment losses is in accordance with Note 3.12.

Investment properties are derecognised when either they have been disposed of or when the investment property is permanently withdrawn from use and no future economic benefi t is expected from its disposal. Any gain or loss on the retirement or disposal of an investment property is recognised in profi t or loss in the year of retirement or disposal.

Transfers are made to or from investment property only when there is a change in use. For a transfer from investment property to owner-occupied property, the deemed cost for subsequent accounting is the fair value at the date of change in use. For a transfer from owner-occupied property to investment property, the property is accounted for in accordance with the accounting policy for property, plant and equipment set out in Note 3.7 up to the date of change in use.

Annual Report 2012 Puncak Niaga Holdings Berhad 255

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

3.9 Service concession assets and obligations

The Group accounts for its service concession arrangement (“SCA”) with the governing bodies, State Government and Federal Government under the Intangible Asset model as it receives the right (license) to charge users of public service. Under the Group’s Concession agreements, the Group is granted the sole and exclusive right and discretion during the concession period to manage, occupy, operate, repair, maintain, decommission and refurbish the identifi ed facilities required to provide water services. The legal title to these assets shall remain with the governing bodies, State Government and Federal Government at the end of the concession period.

The Group amortises its intangible asset contained in the concession arrangement by reference to revenue method over the concession period, consistent with the method adopted for the annual fi nancial statements for the fi nancial year ended 31 December 2012 as follows:

Actual water revenue for the year X Accumulated cost of infrastructure Actual water revenue for the year + and construction assets at Projected total water revenue for the beginning of the year subsequent years to the end of the Concession + Additions for the year

The rationale for using the unit of water revenue method is in line with the pattern in which the assets’ economic benefi ts are consumed by the Group.

The SCA pertain to the fair value of the service concession obligations at drawdown date and construction costs related to the rehabilitation works performed by the Group.

The Group subsequently measures the service concession obligations at amortised costs using the effective interests method as disclosed in Note 3.23.

In addition, the Group recognises and measures revenue in accordance with MFRS 111, Construction Contracts and MFRS 118, Revenue Recognition for the services it performs.

3.10 Operating fi nancial assets

The Group constructs or upgrades infrastructure (construction or upgrade services) used to provide a public service and operates and maintains that infrastructure (operation services) for a specifi ed period of time. These arrangements may include infrastructure used in a public-to-private service concession arrangement for its entire useful life.

The fi nancial asset model is used when the Group has an unconditional contractual right to receive cash or another fi nancial asset from or at the direction of the grantor for the construction services.

Puncak Niaga Holdings Berhad Annual Report 2012 256

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

3.10 Operating fi nancial assets (continued)

When the unconditional right to receive cash covers only part of the service, the intangible asset and fi nancial asset model are combined to account seperately for each component. If the Company performs more than one service (i.e. construction or upgrade services and operation services) under a single contract or arrangement, consideration received or receivable is allocated by reference to the relative fair values of the services delivered, when the amounts are seperately identifi able.

In the fi nancial asset model, the amount due from the grantor meets the defi nition of a receivable which is measured at fair value. It is subsequently measured at amortised cost. The amount initially recognised plus the cumulative interest on that amount is calculated using the effective interest method.

Any asset carried under concession arrangement is derecognised on disposal or when no future economic benefi ts are expected from its future use or disposal or when the contractual rights to the fi nancial asset expire.

3.11 Goodwill

Goodwill is initially measured at cost, being the excess of the aggregate of the consideration transferred and the amount recognised for non-controlling interest over the net identifi able assets acquired and liabilities assumed. If the fair value of the net assets acquired is in excess of the aggregate consideration transferred, the gain is recognised in statement of comprehensive income.

After initial recognition, goodwill is tested annually for impairment and carried at cost less accumulated impairment losses.

Goodwill is allocated to cash-generating units for the purpose of impairment testing. The allocation is made to those cash-generating units or groups of cash-generating units that are expected to benefi t from the synergies of the business combination in which the goodwill arose. The accounting policy on impairment of non-fi nancial assets is disclosed in Note 3.12.

Where goodwill has been allocated to a cash-generating unit and part of the operation within that unit is disposed of, the goodwill associated with the disposed operation is included in the carrying amount of the operation when determining the gain or loss on disposal. Goodwill disposed in these circumstances is measured based on the relative values of the disposed operation and the portion of the cash-generating unit retained.

Annual Report 2012 Puncak Niaga Holdings Berhad 257

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

3.12 Impairment of non-fi nancial assets

The Group assesses at each reporting date whether there is an indication that an asset may be impaired. If any such indication exists, or when an annual impairment assessment for an asset is required, the Group makes an estimate of the asset’s recoverable amount.

An asset’s 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 there are separately identifi able cash flows (“CGU”).

In assessing value in use, the estimated future cash fl ows expected to be generated by the asset are discounted to their present value using a pre-tax discount rate that refl ects current market assessments of the time value of money and the risks specifi c to the asset. Where the carrying amount of an asset exceeds its recoverable amount, the asset is written down to its recoverable amount. Impairment losses recognised in respect of a CGU or groups of CGUs are allocated fi rst to reduce the carrying amount of any goodwill allocated to those units or groups of units and then, to reduce the carrying amount of the other assets in the unit or groups of units on a pro-rata basis.

Impairment losses are recognised in profi t or loss except for assets that are previously revalued where the revaluation was taken to other comprehensive income. In this case the impairment is also recognised in other comprehensive income up to the amount of any previous revaluation.

An assessment is made at each reporting date as to whether there is any indication that previously recognised impairment losses may no longer exist or may have decreased. A previously recognised impairment loss is reversed only if there has been a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss was recognised. If that is the case, the carrying amount of the asset is increased to its recoverable amount. That increase cannot exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised previously. Such reversal is recognised in profi t or loss unless the asset is measured at revalued amount, in which case the reversal is treated as a revaluation increase. Impairment loss on goodwill is not reversed in a subsequent period.

3.13 Subsidiaries

A subsidiary is an entity over which the Group has the power to govern the fi nancial and operating policies so as to obtain benefi ts from its activities.

In the Company’s separate fi nancial statements, investments in subsidiaries are accounted for at cost less impairment losses.

3.14 Associates

An associate is an entity, not being a subsidiary or a joint venture, in which the Group has signifi cant infl uence. An associate is equity accounted for from the date the Group obtains signifi cant infl uence until the date the Group ceases to have signifi cant infl uence over the associate.

Puncak Niaga Holdings Berhad Annual Report 2012 258

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

3.14 Associates (continued)

The Group’s investments in associates are accounted for using the equity method. Under the equity method, the investment in associates is measured in the statement of fi nancial position at cost plus post-acquisition changes in the Group’s share of net assets of the associates. Goodwill relating to associates is included in the carrying amount of the investment. Any excess of the Group’s share of the net fair value of the associate’s identifi able assets, liabilities and contingent liabilities over the cost of the investment is excluded from the carrying amount of the investment and is instead included as income in the determination of the Group’s share of the associate’s profi t or loss for the period in which the investment is acquired.

When the Group’s share of losses in an associate equals or exceeds its interest in the associate, the Group does not recognise further losses, unless it has incurred obligations or made payments on behalf of the associate.

After application of the equity method, the Group determines whether it is necessary to recognise an additional impairment loss on the Group’s investment in its associates. The Group determines at each reporting date whether there is any objective evidence that the investment in the associate is impaired. If this is the case, the Group calculates the amount of impairment as the difference between the recoverable amount of the associate and its carrying value and recognises the amount in profi t or loss.

The fi nancial statements of the associates are prepared as of the same reporting date as the Company. Where the date of the audited fi nancial statements used are not coterminous with those of the Group, the share of results is derived at from the last audited fi nancial statements available and management fi nancial statements to the end of the accounting period. Where necessary, adjustments are made to bring the accounting policies in line with those of the Group.

In the Company’s separate fi nancial statements, investments in associates are stated at cost less impairment losses. On disposal of such investments, the difference between net disposal proceeds and their carrying amounts is included in profi t or loss.

3.15 Joint venture

A joint venture is a contractual arrangement whereby two or more parties undertake an economic activity that is subject to joint control, where the strategic fi nancial and operating decisions relating to the activity require the unanimous consent of the parties sharing control. The Group recognises its interest in joint venture using equity method of accounting as described in Note 3.14.

Adjustments are made in the Group’s consolidated fi nancial statements to eliminate the Group’s share of intragroup balances, income and expenses and unrealised gains and losses on transactions between the Group and its joint controlled entity.

The fi nancial statements of the joint venture are prepared as of the same reporting date as the Company. Where necessary, adjustments are made to bring the accounting policies into line with those of the Group.

Annual Report 2012 Puncak Niaga Holdings Berhad 259

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

3.15 Joint venture (continued)

In the Company’s separate fi nancial statements, its investment in joint venture is stated at cost less impairment losses. On disposal of such investment, the difference between net disposal proceeds and the carrying amount is included in profi t or loss.

3.16 Financial assets

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

When fi nancial assets are recognised initially, they are measured at fair value, plus, in the case of fi nancial assets not at fair value through profi t or loss, directly attributable transaction costs.

The Group and the Company determine the classifi cation of their fi nancial assets at initial recognition, and the categories include fi nancial assets at fair value through profi t or loss, loans and receivables, held-to-maturity investments and available-for-sale fi nancial assets.

(a) Financial assets at fair value through profi t or loss

Financial assets are classifi ed as fi nancial assets at fair value through profi t 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 fi nancial assets acquired principally for the purpose of selling in the near term.

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

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

(b) Loans and receivables

Financial assets with fi xed or determinable payments that are not quoted in an active market are classifi ed as loans and receivables.

Puncak Niaga Holdings Berhad Annual Report 2012 260

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

3.16 Financial assets (continued)

(b) Loans and receivables (continued)

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

Loans and receivables are classifi ed as current assets, except for those having maturity dates later than 12 months after the reporting date which are classifi ed as non-current.

(c) Held-to-maturity investments

Financial assets with fi xed or determinable payments and fi xed maturity are classifi ed as held-to-maturity when the Group has the positive intention and ability to hold the investment to maturity.

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

Held-to-maturity investments are classifi ed as non-current assets, except for those having maturity within 12 months after the reporting date which are classifi ed as current.

(d) Available-for-sale fi nancial assets

Available-for-sale fi nancial assets are fi nancial assets that are designated as available for sale or are not classifi ed in any of the three preceding categories.

After initial recognition, available-for-sale fi nancial assets are measured at fair value. Any gains or losses from changes in fair value of the fi nancial 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 profi t or loss. The cumulative gain or loss previously recognised in other comprehensive income is reclassifi ed from equity to profi t or loss as a reclassifi cation adjustment when the fi nancial asset is derecognised. Interest income calculated using the effective interest method is recognised in profi t or loss. Dividends on an available-for-sale equity instrument are recognised in profi t or loss when the Group and the Company’s right to receive payment is established.

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

Available-for-sale fi nancial assets are classifi ed as non-current assets unless they are expected to be realised within 12 months after the reporting date.

Annual Report 2012 Puncak Niaga Holdings Berhad 261

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

3.16 Financial assets (continued)

(d) Available-for-sale fi nancial assets (continued)

A fi nancial asset is derecognised when the contractual right to receive cash fl ows from the asset has expired. On derecognition of a fi nancial 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 profi t or loss.

Regular way purchases or sales are purchases or sales of fi nancial assets that require delivery of assets within the period generally established by regulation or convention in the marketplace concerned. All regular way purchases and sales of fi nancial assets are recognised or derecognised on the trade date i.e. the date that the Group and the Company commit to purchase or sell the asset.

3.17 Impairment of fi nancial assets

The Group and the Company assess at each reporting date whether there is any objective evidence that a fi nancial asset is impaired.

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

To determine whether there is objective evidence that an impairment loss on fi nancial assets has been incurred, the Group and the Company consider factors such as the probability of insolvency or signifi cant fi nancial diffi culties of the debtor and default or signifi cant delay in payments. For certain categories of fi nancial assets, such as trade receivables, assets that are assessed not to be impaired individually are subsequently assessed for impairment on a collective basis based on similar risk characteristics. 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 the asset’s carrying amount and the present value of estimated future cash fl ows discounted at the fi nancial asset’s original effective interest rate. The impairment loss is recognised in profi t or loss.

The carrying amount of the fi nancial asset is reduced by the impairment loss directly for all fi nancial 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 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 profi t or loss.

Puncak Niaga Holdings Berhad Annual Report 2012 262

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

3.17 Impairment of fi nancial assets (continued)

(b) Unquoted equity securities carried at cost

If there is objective evidence (such as signifi cant adverse changes in the business environment where the issuer operates, probability of insolvency or signifi cant fi nancial diffi culties of the issuer) that an impairment loss on fi nancial assets carried at cost has been incurred, the amount of the loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash fl ows discounted at the current market rate of return for a similar fi nancial asset. Such impairment losses are not reversed in subsequent periods.

(c) Available-for-sale fi nancial assets

Signifi cant or prolonged decline in fair value below cost, signifi cant fi nancial diffi culties 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 classifi ed as available-for-sale fi nancial assets are impaired.

If an available-for-sale fi nancial 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 profi t or loss, is transferred from equity to profi t or loss.

Impairment losses on available-for-sale equity investments are not reversed in profi t or loss in the subsequent 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 profi t 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 profi t or loss.

3.18 Cash and cash equivalents

Cash and cash equivalents comprise cash at bank and in hand, demand deposits, and short-term, highly liquid investments that are readily convertible to known amount of cash and which are subject to an insignifi cant risk of changes in value.

3.19 Construction contracts

Where the outcome of a construction contract can be reliably estimated, contract revenue and contract costs are recognised as revenue and expenses respectively by using the stage of completion method. The stage of completion is measured by reference to the proportion of contract costs incurred for work performed to date to the estimated total contract costs.

Annual Report 2012 Puncak Niaga Holdings Berhad 263

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

3.19 Construction contracts (continued)

Where the outcome of a construction contract cannot be estimated reliably, contract revenue is recognised to the extent of contract costs incurred that are likely to be recoverable. Contract costs are recognised as expense in the period in which they are incurred.

When it is probable that total contract costs will exceed total contract revenue, the expected loss is recognised as an expense immediately.

Contract revenue comprises the initial amount of revenue agreed in the contract and variations in contract work, claims and incentive payments to the extent that it is probable that they will result in revenue and they are capable of being reliably measured.

When the total of costs incurred on construction contracts plus recognised profi ts (less recognised losses) exceeds progress billings, the balance is classifi ed as amount due from customers on contracts. When progress billings exceed costs incurred plus, recognised profi ts (less recognised losses), the balance is classifi ed as amount due to customers on contracts.

3.20 Inventories

Inventories are stated at the lower of cost and net realisable value. Cost is determined on a weighted average basis and includes transportation and handling costs incurred.

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

3.21 Provisions

Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outfl ow of economic resources will be required to settle the obligation and the amount of the obligation can be estimated reliably.

Provisions are reviewed at each reporting date and adjusted to refl ect the current best estimate. If it is no longer probable that an outfl ow of economic resources will be required to settle the obligation, the provision is reversed. If the effect of the time value of money is material, provisions are discounted using a current pre tax rate that refl ects, where appropriate, the risks specifi c to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as a fi nance cost.

Puncak Niaga Holdings Berhad Annual Report 2012 264

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

3.22 Government grants

Government grants are recognised at their fair value where there is reasonable assurance that the grant will be received and all conditions attached will be met. Where the grant relates to an asset, the fair value is recognised as deferred capital grant in the statement of fi nancial position and is amortised to profi t or loss over the expected useful life of the relevant asset by equal annual instalments.

Grants that compensate the Group for the cost of asset are recognised as income on a systematic basis over the useful life of asset, using the unit of water revenue method as disclosed in Note 3.9. The cost of assets to which the grants relate to are capitalised as service concession assets.

When loans or similar assistance are provided by governments or related institutions with an interest rate below the current applicable market rate, the effect of this favourable interest is regarded as a government grant.

3.23 Financial liabilities

Financial liabilities are classifi ed according to the substance of the contractual arrangements entered into and the defi nitions of a fi nancial liability.

Financial liabilities, within the scope of MFRS 139, are recognised in the statement of fi nancial position when, and only when, the Group and the Company become a party to the contractual provisions of the fi nancial instrument.

Financial liabilities are recognised initially at fair value plus directly attributable transaction costs and subsequently measured 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 classifi ed as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the reporting date.

For other fi nancial liabilities, gains and losses are recognised in profi t or loss when the liabilities are derecognised, and through the amortisation process.

A fi nancial liability is derecognised when the obligation under the liability is extinguished. When an existing fi nancial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modifi ed, such an exchange or modifi cation 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 profi t or loss.

Annual Report 2012 Puncak Niaga Holdings Berhad 265

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

3.24 Borrowing costs

Borrowing costs are capitalised as part of the cost of a qualifying asset if they are directly attributable to the acquisition, construction or production of that asset. Capitalisation of borrowing costs commences when the activities to prepare the asset for its intended use or sale are in progress and the expenditures and borrowing costs are incurred. Borrowing costs are capitalised until the assets are substantially completed for their intended use or sale.

All other borrowing costs are recognised in profi t or loss in the period they are incurred. Borrowing costs consist of interest and other costs that the Group and the Company incurred in connection with the borrowing of funds.

3.25 RCULS

The RCULS are regarded as compound instruments, consisting of a liability component and an equity component.

At the date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for a similar instrument. The difference between the proceeds of issue of the convertible loan stocks and the fair value assigned to the liability component, representing the conversion option is included in equity. The liability component is subsequently stated at amortised cost using the effective interest rate method until extinguished on conversion or redemption, whilst the value of the equity component is not adjusted in subsequent periods. Attributable transaction costs are apportioned and deducted directly from the liability and equity component based on their carrying amounts at the date of issue.

3.26 Employee benefi ts

(a) Defi ned contribution plans

The Group participates in the national pension schemes as defi ned by the laws of the countries in which it has operations. The Malaysian companies in the Group make contributions to the EPF in Malaysia, a defi ned contribution pension scheme. Contributions to defi ned contribution pension schemes are recognised as an expense in the period in which the related service is performed. The Group’s foreign subsidiaries also make contributions to their respective countries’ statutory pension schemes.

(b) Defi ned benefi t plans

The Group operates an unfunded, defi ned benefi t Retirement Benefi t Scheme (the “Scheme”) for its eligible employees. The Group’s obligation under the Scheme, calculated using the Projected Unit Credit Method, is determined based on actuarial computations by independent actuaries, through which the amount of benefi t that employees have earned in return for their service in the current and prior years is estimated. That benefi t is discounted in order to determine its present value. Actuarial gains and losses are recognised directly in equity immediately. Past service costs are recognised immediately to the extent that the benefi ts are already vested, and otherwise are amortised on a straight-line basis over the average period until the amended benefi ts become vested.

Puncak Niaga Holdings Berhad Annual Report 2012 266

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

3.26 Employee benefi ts (continued)

(b) Defi ned benefi t plans (continued)

The amount recognised in statement of fi nancial position represents the present value of the defi ned benefi t obligation adjusted for unrecognised actuarial gains and losses and unrecognised past service costs.

(c) Short term benefi ts

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

3.27 Leases

(a) As lessee

Finance leases, which transfer to the Group substantially all the risks and rewards incidental to ownership of the leased item, are capitalised at the inception of the lease at the fair value of the leased asset or, if lower, at the present value of the minimum lease payments. Any initial direct costs are also added to the amount capitalised. Lease payments are apportioned between the fi nance charges and reduction of the lease liability so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are charged to profi t or loss. Contingent rents, if any, are charged as expenses in the periods in which they are incurred.

Leased assets are depreciated over the estimated useful life of the asset. However, if there is no reasonable certainty that the Group will obtain ownership by the end of the lease term, the asset is depreciated over the shorter of the estimated useful life and the lease term.

Operating lease payments are recognised as an expense in profi t or loss on a straight-line basis over the lease term. The aggregate benefi t of incentives provided by the lessor is recognised as a reduction of rental expense over the lease term on a straight-line basis.

(b) As lessor

Leases where the Group retains substantially all the risks and rewards of ownership of the asset are classifi ed as operating leases. Initial direct costs incurred in negotiating an operating lease are added to the carrying amount of the leased asset and recognised over the lease term on the same bases as rental income. The accounting policy for rental income is set out in Note 3.28(f).

Annual Report 2012 Puncak Niaga Holdings Berhad 267

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

3.28 Revenue

Revenue is recognised to the extent that it is probable that the economic benefi ts will fl ow to the Group and the revenue can be reliably measured. Revenue is measured at the fair value of consideration received or receivable.

(a) Supply and distribution of treated water to consumers

Water revenue are recognised when the related water is rendered. Water and sewerage are billed every month according to the bill cycles of the customers. As a result of bill cycle cut-off, monthly service revenue earned but not yet billed at the end of the month are estimated and accrued. These estimated are based on historical consumption of the customers.

(b) Dividend income

Dividend income is recognised when the Group’s right to receive payment is established.

(c) Construction revenue

Revenue from construction contracts is accounted for by the stage of completion method as describe in Note 3.19.

(d) Rehabilitation works

Revenue from rehabilitation works is recognised and measured by the Group in accordance with MFRS 111 and MFRS 118 for the services it performs. Revenue related to rehabilitation works is recorded as part of SCA.

(e) Interest income

Interest income is recognised using the effective interest method.

(f) Rental income

Rental income is accounted for on a straight-line basis over the lease terms. 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.

(g) Oil and gas revenue

Service income is recognised upon rendering of services and income from renting of vessels is recognised on an accrual basis by reference to the underlying rental agreements.

Puncak Niaga Holdings Berhad Annual Report 2012 268

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

3.28 Revenue (continued)

(g) Oil and gas revenue (continued)

Revenue relating to contracts is accounted for based on the percentage of completion method as determined by the proportion of cost incurred todate against the total estimated costs on contracts where the outcome of the contracts can be reliably estimated. Variations in contract work, claims and incentive payments are included to the extent that they have been agreed with customer. Accrued contract revenue attributable to the progress of work performed up to the reporting date for which progress billings have not been rendered is accounted for as unbilled revenue in the statements of fi nancial position.

3.29 Raw materials, consumables and maintenance expenses

Raw materials, consumables and maintenance expenses represent costs incurred in the production of treated water, maintenance works, and provision of oil and gas services. These costs are recognised as an expense in the income statement in the year in which the expenses are incurred.

3.30 Income taxes

(a) Current tax

Current tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted by the reporting date.

Current taxes are recognised in profi t or loss except to the extent that the tax relates to items recognised outside profi t or loss, either in other comprehensive income or directly in equity.

(b) Deferred tax

Deferred tax is provided using the liability method on temporary differences at the reporting date between the tax bases of assets and liabilities and their carrying amounts for fi nancial reporting purposes.

Deferred tax liabilities are recognised for all temporary differences, except:

- where the deferred tax liability arises from the initial recognition of goodwill or of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profi t nor taxable profi t or loss; and

- in respect of taxable temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, where the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future.

Annual Report 2012 Puncak Niaga Holdings Berhad 269

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

3.30 Income taxes (continued)

(b) Deferred tax (continued)

Deferred tax assets are recognised for all deductible temporary differences, carry forward of unused tax credits and unused tax losses, to the extent that it is probable that taxable profi t will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilised except:

- where the deferred tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profi t nor taxable profi t or loss; and

- in respect of deductible temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, deferred tax assets are recognised only to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profi t will be available against which the temporary differences 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 suffi cient taxable profi t will be available to allow all or part of the deferred tax asset to be utilised. Unrecognised deferred tax assets are reassessed at each reporting date and are recognised to the extent that it has become probable that future taxable profi t will allow the deferred tax assets to be utilised.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realised or the liability is settled, based on tax rates and tax laws that have been enacted or substantively enacted at the reporting date.

Deferred tax relating to items recognised outside profi t or loss is recognised outside profi t or loss. Deferred tax items are recognised in correlation to the underlying transaction either in other comprehensive income or directly in equity and deferred tax arising from a business combination is adjusted against goodwill on acquisition.

Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists 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.

3.31 Segment reporting

For management purposes, the Group is organised into operating segments based on their services which are independently managed by the respective segment managers responsible for the performance of the respective segments under their charge. The segment managers report directly to the management of the Company who regularly review the segment results in order to allocate resources to the segments and to assess the segment performance. Additional disclosures on each of these segments are shown in Note 47, including the factors used to identify the reportable segments and the measurement basis of segment information.

Puncak Niaga Holdings Berhad Annual Report 2012 270

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

3.32 Share capital and share issuance expenses

An equity instrument is any contract that evidences a residual interest in the assets of the Group and the Company after deducting all of its liabilities. Ordinary shares are equity instruments.

Ordinary shares are recorded at the proceeds received, net of directly attributable incremental transaction costs. Ordinary shares are classifi ed as equity. Dividends on ordinary shares are recognised in equity in the period in which they are declared.

3.33 Treasury shares

When shares of the Company, that have not been cancelled, recognised as equity are reacquired, the amount of consideration paid is recognised directly in equity. Reacquired shares are classifi ed as treasury shares and presented as a deduction from total equity. No gain or loss is recognised in profi t or loss on the purchase, sale, issue or cancellation of treasury shares. When treasury shares are reissued by resale, the difference between the sales consideration and the carrying amount is recognised in equity.

3.34 Contingencies

A contingent liability or asset is a possible obligation or asset that arises from past events and whose existence will be confi rmed only by the occurrence or non-occurrence of uncertain future event(s) not wholly within the control of the Group.

Contingent liabilities and assets are not recognised in the statements of fi nancial position of the Group.

3.35 Financial guarantee contracts

A fi nancial guarantee contract is a contract that requires the issuer to make specifi ed payments to reimburse the holder for a loss it incurs because a specifi ed debtor fails to make payment when due.

Financial guarantee contracts are recognised initially as a liability at fair value, net of transaction costs. Subsequent to initial recognition, fi nancial guarantee contracts are recognised as income in profi t or loss over the period of the guarantee. If the debtor fails to make payment relating to fi nancial guarantee contract when it is due and the Group, as the issuer, is required to reimburse the holder for the associated loss, the liability is measured at the higher of the best estimate of the expenditure required to settle the present obligation at the reporting date and the amount initially recognised less cumulative amortisation.

Annual Report 2012 Puncak Niaga Holdings Berhad 271

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

4. SIGNIFICANT ACCOUNTING JUDGEMENTS AND ESTIMATES

The preparation of the Group’s fi nancial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the disclosure of contingent liabilities at the reporting date. However, uncertainty about these assumptions and estimates could result in outcomes that could require a material adjustment to the carrying amount of the asset or liability affected in the future.

4.1 Key sources of estimation uncertainty

The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date that have a signifi cant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next fi nancial year are discussed below.

(a) Service Concession Arrangement (“SCA”)

In applying IC Interpretation 12, the Group has made a judgement that the Agreements as discussed in Note 5(b), qualifi es under the Intangible Asset model as disclosed in Note 3.9.

Under the Intangible Asset model, the rehabilitation works performed by the Group (previously recognised as project development expenditure) and the present value of the total estimated concession fee payments were recognised as intangible assets. The intangible assets is amortised using the revenue method over the life of the concession agreement.

During the fi nancial year under review, it has come to the knowledge of the Group that there are differing views within the accounting fraternity regarding the appropriateness of certain methods in amortising intangibles asset contained in a concession arrangement, and the deliberation over this matter is currently ongoing. Pending the fi nalisation of any consensus by the accounting fraternity over this matter, the Group continues to amortise its intangible asset contained in the concession arrangement by reference to revenue method. The Group will continue to monitor the progress and outcome of the ongoing deliberation, and will review the appropriateness of the existing amortisation method should such need arise in future.

As the related service concession obligation is now recognised, this resulted in additional fi nance costs to the Group due to the accretion of the obligation.

In connection with the rehabilitation of works performed, the Group measures the revenue at the fair value of the consideration received or receivable. The fair value is calculated by including certain mark-up, estimated to refl ect a margin consistent with other similar construction work where possible, on the actual costs incurred.

As at 31 December 2012, the carrying amount of service concession assets was RM7,686,186,879 (2011: RM7,694,673,807). The carrying amount of service concession obligations was RM4,046,085,235 (2011: RM4,169,538,673).

Puncak Niaga Holdings Berhad Annual Report 2012 272

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

4. SIGNIFICANT ACCOUNTING JUDGEMENTS AND ESTIMATES (CONTINUED)

4.1 Key sources of estimation uncertainty (continued)

(b) Water tariff compensation

Pursuant to the Concession Agreement (“CA”) dated 15 December 2004, and as disclosed in Note 5(b), SYABAS is entitled to impose a second water tariff review effective from 1 January 2009 and a third water tariff review effective from 1 January 2012 based on a formula contained in the Concession Agreement. The revised water tariff rates are to be submitted by SYABAS to the State Government for gazettement. The second and third revised water tariffs were submitted on 31 March 2008 and 23 May 2011 respectively but as at the reporting date, the State Government has not gazetted the revised rates. The Directors, in consultation with their solicitors, are of the opinion that SYABAS is entitled to the water tariff compensation recognised in the fi nancial statement of RM2,334,992,912 (2011: RM1,311,051,925) as disclosed in Note 25.

(c) Estimated useful life of the vessel

The cost of plant and equipment is depreciated on a straight-line basis over the vessel’s estimated economic useful life. Management estimates the useful life of the vessel to be within 15 years and residual value of USD20 million. These are common life expectancies and residual value applied in the industry for a similar vessel. Management has relied upon professional valuer’s opinion to determine these estimates.

Changes in the expected level of usage and technological developments could impact the economic useful life and the residual value of the vessel, therefore, future depreciation charge could be revised. The carrying amount of the Group’s plant and equipment at the reporting date is disclosed in Note 14.

(d) Impairment of goodwill

The Group determines whether goodwill is impaired at least on an annual basis. This requires estimation of the “value in use” of the CGUs to which the goodwill is allocated. Estimating a value in use amount requires management to make an estimate of the expected future cash fl ows from the CGU and also to choose a suitable discount rate in order to calculate the present value of those cash fl ows. The carrying amount of goodwill as at 31 December 2012 was RM210,820,140 (2011: RM210,878,972 ). Further details are disclosed in Note 24.

(e) Deferred tax

Deferred tax assets are recognised for all unused tax losses and capital allowances to the extent that it is probable that taxable profi t will be available against which the losses and capital allowances can be utilised. Signifi cant management judgement is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and level of future taxable profi ts together with future tax planning strategies.

Annual Report 2012 Puncak Niaga Holdings Berhad 273

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

4. SIGNIFICANT ACCOUNTING JUDGEMENTS AND ESTIMATES (CONTINUED)

4.1 Key sources of estimation uncertainty (continued)

(e) Deferred tax (continued)

The total carrying value of deferred tax assets recognised by the Group as at 31 December 2012 is RM425,928,475 (2011: RM425,211,092).

(f) Impairment allowance on trade receivables

The Group evaluates the collectability of trade receivables and records provisions for doubtful receivables based on historical collection pattern. These provisions are based on, amongst other things, comparisons of the relative age of accounts and consideration of actual write-off history. The actual level of receivables collected may differ from the estimated levels of recovery, which could impact operating results positively or negatively. As at 31 December 2012, the Group’s gross trade receivables were RM2,837,010,331 (2011: RM1,863,241,602) and the provision for doubtful receivables was RM10,436,262 (2011: RM6,617,704).

The tariff compensation amounting to RM2,334,992,912 (2011: RM1,311,051,925) were reclassifi ed to long term receivable based on the Group’s estimated timeframe to conclude the litigation and the recovery of the receivables for the State Government that had an allowance for impairment of RM108,519,566 (2011: RM75,259,744).

(g) Government grant

Government grant is recognised as income to compensate the Group for the cost of an asset over the useful life of the asset. The assets to which the grant relate to are amortised over the concession period using the unit of water revenue method as disclosed in Note 3.22. Similarly, the grant is amortised over the same basis to compensate the Group for the expenses incurred.

Due to the long remaining concession period, the Group does not expect a signifi cant risk of changes in the projected water revenue which may cause a material adjustment to the amortisation of government grant in the future fi nancial periods.

(h) Material litigations

The Group determines whether a present obligation in relation to a material litigation exists at the reporting date by taking into account all available evidence, including, the opinion of the solicitors. The evidence considered includes any additional evidence provided by events after the reporting date. On the basis of such evidence, the Group evaluates if a provision needs to be recognised in the fi nancial statements. Further details of the material litigations involving the Group are disclosed in Note 50.

Puncak Niaga Holdings Berhad Annual Report 2012 274

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

4. SIGNIFICANT ACCOUNTING JUDGEMENTS AND ESTIMATES (CONTINUED)

4.1 Key sources of estimation uncertainty (continued)

(i) Percentage of completion of long-term projects

Revenue and costs of projects with extended duration are recognised by reference to the stage of completion of the contract activity as of the reporting date, based on the ratio of project costs incurred to date to the total estimated costs, taking into account the level of physical completion. This percentage of completion method requires management to make reasonably dependable estimates of progress towards completion of projects.

(j) Unbilled revenue

Within the total revenue earned by the Group, signifi cant estimation is involved in determining the unbilled revenue of the Group which has a carrying value of RM237,253,922 (2011: RM74,780,225) as at the reporting date. It is attributable to work performed based on the contracts with the respective customers, with the external party certifying the daily progress report which forms a signifi cant part of the contracting document for the transfer of risk and rewards.

Management estimates are based on their previous experience with the respective customers and the following assumptions:

(i) The work scope are carried out in accordance with provisions in the oil and gas contracts;

(ii) The stage of the completion of the contract activity as of the reporting date; and

(iii) The associated costs incurred to carry out these work scope are incurred in the period and charged to the income statements.

These work are subject to fi nal approval by respective customers. As such there is time lag between the fi nal approval and the completion of work done by GOM. It is therefore appropriate to recognise revenue on these transactions for the current fi nancial year.

(k) Income taxes

Signifi cant judgement is involved in determining the Group’s provision for income taxes. There are certain transactions and computations for which the ultimate tax determination is uncertain during the ordinary course of business. The Group recognised liabilities for expected tax issues based on estimates of whether additional taxes will be due. Where the fi nal tax outcome of these matters is different from the amounts that were initially recognised, such differences will impact the income tax and deferred tax provisions in the period in which such determination is made. The carrying amount of the Group’s tax payable as at 31 December 2012 and 31 December 2011 was RM90,280,541 and RM27,434,086 respectively.

Annual Report 2012 Puncak Niaga Holdings Berhad 275

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

4. SIGNIFICANT ACCOUNTING JUDGEMENTS AND ESTIMATES (CONTINUED)

4.2 Signifi cant judgement

Recoverability of amount due from State Government

Included in trade receivables is RM2,334,992,912 (2011: RM1,311,051,925) being the water tariff compensation owing from the State Government for the years 2009, 2010, 2011 and 2012 cumulatively. During the fi nancial year 2010, the Directors have instituted legal action claiming for the sum of RM471,642,916 being the compensation due for the period from 1 January 2009 to 31 December 2009 and at the case management held on 28 June 2011, the Kuala Lumpur High Court allowed SYABAS’s application to withdraw with liberty to fi le afresh by way of a writ of summons with no order as to costs as further disclosed per Note 50(e). As disclosed in Note 50(g), on 8 September 2011, SYABAS fi led a Writ and Statement of Claim at the Kuala Lumpur High Court for RM1,054,208,382 being compensation from 1 January 2009 to 31 March 2011. Total water tariff compensation claims submitted to the Selangor State Government up to the period ended 31 December 2012 is RM2,486,972,720. The Directors in assessing the recoverability of this receivables and in consultation with their solicitors, are of the opinion that their case is substantiated by evidence and has merit and hence the amount is likely recoverable from the State Government.

5. AWARD OF CONCESSIONS

(a) PNSB was awarded the following concessions by the State Government:

(i) under the PCCA dated 22 September 1994, to take over, operate, maintain, manage, rehabilitate and refurbish existing water treatment plants located in Selangor and Federal Territories of Kuala Lumpur from the date of the PCCA to 31 December 2020;

(ii) under the CCOA dated 22 March 1995, to design, construct, operate, maintain and manage the new water treatment facilities, namely SSP 2 from the date of the CCOA to 31 December 2020; and

(iii) On 17 January 1998, PNSB was given the rights by the Federal Government to develop a water treatment plant and its related facilities in Wangsa Maju. The construction work commenced in January 1998 and was completed in July 1998. Subsequent to the completion, PNSB has been managing, operating and maintaining the water treatment plant. The Concession Agreement in relation to this water treatment plant for a period of 30 years ending 17 July 2028 was fi nalised and executed with the State Government on 31 December 2004 (“Wangsa Maju WTP Concession Agreement”).

On 31 December 2004, PNSB executed the following agreements in relation to the privatisation of the water supply services in the State of Selangor and the Federal Territories of Kuala Lumpur and Putrajaya:

Puncak Niaga Holdings Berhad Annual Report 2012 276

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

5. AWARD OF CONCESSIONS (CONTINUED)

(a) PNSB was awarded the following concessions by the State Government: (continued)

(i) Novation Agreement to the PCCA and the CCOA between the State Government, PNSB and SYABAS, whereby SYABAS shall assume the State Government’s obligations under the PCCA and CCOA in relation to the following, with effect from 1 January 2005:

- purchase and payment of treated water to PNSB; - the quality of treated water; and - all operational matters relating to such purchase, payment and quality of treated water.

(ii) Novation Agreement to the Wangsa Maju WTP Concession Agreement between the State Government, PNSB and SYABAS, whereby SYABAS shall assume the State Government’s obligations under the Wangsa Maju WTP Concession Agreement in relation to the following with effect from 1 January 2005:

- purchase and payment of treated water to PNSB; - the quality of treated water; and - all operational matters relating to such purchase, payment and quality of treated water.

(iii) Supplemental Agreement (in relation to the PCCA dated 22 September 1994) between the State Government and PNSB. PNSB agrees to a two percent (2%) reduction in the amounts outstanding and owing to PNSB under the PCCA as at 30 June 2004. PNSB further agrees to an eight percent (8%) reduction, with effect from 1 July 2004 in the monthly billings to the State Government under the PCCA.

In addition, PNSB shall be responsible for the management and operation of the Klang Gates, Tasik Subang and Sungai Langat Dams.

(iv) Supplemental Agreement (in relation to the CCOA dated 22 March 1995) between the State Government and PNSB. PNSB agrees to a two percent (2%) reduction in the amounts outstanding and owing to PNSB under the CCOA as at 30 June 2004. PNSB further agrees to an eight percent (8%) reduction, with effect from 1 July 2004 in the monthly billings to the State Government under the CCOA.

PNSB and SYABAS had on 16 August 2007, entered into the following two (2) agreements:

(i) Sungai Lolo Water Treatment Plant (Extension) O&M Agreement [“Sg Lolo WTP (Extension) O&M Agreement”] between the State Government and PNSB in relation to the appointment of PNSB as the Operator to operate, manage, maintain and refurbish the raw water intake and the extended treatment plant situated on a 0.5 acre piece of land located in the District of Hulu Langat, Selangor Darul Ehsan and associated works as more fully described in “Appendix 2” of the Sg Lolo WTP (Extension) O&M Agreement, for a concession period commencing on 1 December 2006 and expiring on 31 December 2034; and

Annual Report 2012 Puncak Niaga Holdings Berhad 277

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

5. AWARD OF CONCESSIONS (CONTINUED)

(a) PNSB was awarded the following concessions by the State Government: (continued)

(ii) Novation Agreement to the Sg Lolo WTP (Extension) O&M Agreement between the State Government, PNSB and SYABAS (“Novation Agreement”) in relation to the assumption of all the State Government’s rights, benefi ts, liabilities and obligations under the Sg Lolo WTP (Extension) O&M Agreement by SYABAS (except on matters relating to land and the maintenance of the raw water quality including matters which are not or are incapable of being exercised by or conferred on SYABAS under the law).

On 7 March 2008, PNSB and SYABAS entered into the following two (2) agreements:

(i) Sungai Sireh Water Treatment Plant O&M Agreement [“Sg Sireh WTP O&M Agreement”] between the State Government and PNSB in relation to the appointment of PNSB as the Operator to operate, manage and maintain the raw water intake and the treatment plant situated on a 6.72 acres piece of land located beside a canal near Sungai Sireh, in the District of Kuala Selangor, Selangor Darul Ehsan and associated works pursuant to Clause 3(a)(vi) of the Concession Agreement dated 15 December 2004 between the Federal Government, the State Government and SYABAS, for a concession period of twenty seven (27) years, commencing on 1 April 2007 and expiring on 30 April 2034; and

(ii) Novation Agreement to the Sg Sireh WTP O&M Agreement between the State Government, PNSB and SYABAS in relation to the assumption of all the State Government’s rights, benefi t, liabilities and obligations under the Sg Sireh WTP O&M Agreement by SYABAS (save and except on matters related to land and the maintenance of the raw water quality including matters which are not or are incapable of being exercised by or conferred on SYABAS under the law).

(b) On 15 December 2004, SYABAS executed a Concession Agreement with the Federal Government and the State Government in relation to the privatisation of the water supply services in the State of Selangor and the Federal Territories of Kuala Lumpur and Putrajaya. SYABAS is granted the right and authority by the Federal Government and the State Government to undertake the following:

(i) the supply and distribution of treated water to consumers in the Distribution Area;

(ii) the purchase of treated water from the three (3) water treatment operators, namely PNSB, SPLASH and ABASS;

(iii) the taking over, upgrading, management, maintenance and protection of all water supply facilities within the Distribution Area;

(iv) the design, construction and completion of new water supply facilities works and the operation, maintenance and protection of the same; and

(v) the right to demand, collect and retain tariff for the supply and distribution of treated water and charges for the sale, rental or installation of water supply facilities, as gazetted by the Federal Government or the State Government.

This Concession Agreement took effect on 1 January 2005, for a period of 30 years ending 31 December 2034.

Puncak Niaga Holdings Berhad Annual Report 2012 278

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

5. AWARD OF CONCESSIONS (CONTINUED)

(c) LUWEI was incorporated on 28 January 2005 to undertake the Lushan County Water Supply Project for a concession period of 30 years commencing from 1 May 2009. Under the concession, LUWEI is to invest, fi nance, construct, design, operate and maintain a 50,000 m3 per day water treatment plant in Lushan County, Henan Province, China. The Group completed the acquisition of LUWEI on 19 August 2008.

(d) XINNUO was incorporated on 7 April 2008 to undertake the Yangxin County Trade Centre Wastewater Treatment Project for a concession period of 28 years commencing from 8 November 2007. Under the concession, XINNUO is to invest, fi nance, construct, design, operate and maintain a 30,000 m3 per day wastewater treatment plant in Laodian Village, Yangxin County, Shandong Province, China. The Group completed the acquisition of XINNUO on 2 July 2008.

(e) Hebei Sino was incorporated on 16 September 2009 to undertake the Yuanshi County Industrial Water Supply Project for a concession period of 30 years commencing from 31 December 2009. Under the concession, Hebei Sino is to invest, fi nance, design, construct, operate and maintain a 10,000 m3 per day distribution of water to the Industrial Water Supply Construction, and to provide services and charge fee to the users.

6. REVENUE

Group Company 2012 2011 2012 2011 RM RM RM RM

Supply and distribution of treated water to consumers 1,599,014,093 1,532,897,384 – – Water tariff compensation 1,023,940,987 458,150,923 – – Oil and gas revenue 778,041,868 289,529,044 – – Construction revenue 342,672,444 310,931,740 – – Others 265,832 – – –

3,743,935,224 2,591,509,091 – –

(a) Supply and distribution of treated water to consumers

The amount relates to the supply and distribution of treated water to consumers in the Distribution Area by SYABAS, with effect from 1 January 2005.

(b) Water tariff compensation

The amount is determined by the directors of SYABAS based on the terms of the SYABAS Concession Agreement signed between the Company, the Federal Government and the State Government as disclosed in Note 4.1(b).

The claim for water tariff compensation had been included as amount owing by the State Government under trade receivables as at 31 December 2012.

Annual Report 2012 Puncak Niaga Holdings Berhad 279

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

6. REVENUE (CONTINUED)

(c) Oil and gas revenue

Oil and gas revenue relates to revenue arising in rendering of offshore personnel services and renting of machineries and vessels and recognised in accordance with Note 3.28(g).

(d) Construction revenue

Construction revenue relates to revenue recognised in accordance with MFRS 111 in respect of service under the concession arrangements. Construction revenue is recognised based on the percentage of completion method during the construction phase.

7. PROFIT/(LOSS) BEFORE TAX

The following items have been included in arriving at profi t/(loss) before tax:

(a) Other income

Group Company 2012 2011 2012 2011 RM RM RM RM

Amortisation of: - deferred government grant (Note 36(a)) (5,378,552) (4,199,561) – – - government grant (Note 36(b) & (c)) (5,423,021) (3,667,198) – – Accretion of interest on long term receivable (Note 25(e)) (9,976,953) (12,134,199) – – Interest income: - Junior Notes A – – – (49,792,877) - RCULS (Note 22) – – (12,805,964) (11,806,289) - BAIDS – – – (8,895,000) Finance income from operating fi nancial asset (499,761) (188,978) – – Profi t earned from deposits (47,799,802) (44,289,735) (5,657,309) (5,451,384) Income from liquidated ascertained damages from contractors (1,884) (109,200) – – Rental income from land and building (404,077) (325,700) (60,000) (60,000)

Puncak Niaga Holdings Berhad Annual Report 2012 280

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

7. PROFIT/(LOSS) BEFORE TAX (CONTINUED)

(a) Other income (continued)

Group Company 2012 2011 2012 2011 RM RM RM RM

Rental income from investment property – – (873,461) (840,056) Unrealised foreign exchange gain – – – (3,135,213) Income from property developers (Note 7(a)(i)) (54,713,859) (43,780,035) – – Gain on extinguishment of debts in regards to JNA (Note 32(c)) – (155,554,087) – – Adjustment on trade and other payables (Note 33(f)) (23,801,845) (19,680,001) – – Negative goodwill (Note 18(e)) – (5,333,824) – – Gain on disposal of BAIDS – (6,740,180) – – Write back on impairment loss on investment in joint venture (Note 20) (1,257,362) – (1,257,362) – Reconnection charges (8,277,317) (7,092,172) – –

(i) Income from property developers represents contributions by developers to improve and upgrade the distribution system.

(b) Other expenses

Group Company 2012 2011 2012 2011 RM RM RM RM

Auditors’ remuneration (Note 8) Auditors of the Company - Statutory audit 785,229 602,659 70,000 56,000 - Others 560,370 724,071 234,496 53,284 Other auditors - Statutory audit 414,715 380,624 – – - Others 22,826 77,077 – –

1,783,140 1,784,431 304,496 109,284

Annual Report 2012 Puncak Niaga Holdings Berhad 281

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

7. PROFIT/(LOSS) BEFORE TAX (CONTINUED)

(b) Other expenses (continued)

Group Company 2012 2011 2012 2011 RM RM RM RM

Others Concession fees 1,000,000 1,000,000 – – Non-Executive Directors’ remuneration (Note 10) 404,000 406,000 404,000 406,000 Impairment loss on other receivables (Note 25) 283 9,142,903 – 9,130,501 Bad debt written off 3,088,310 14,919,957 – – Bad debts recovered (3,397,596) (4,008,696) – – Reversal of allowance for impairment of trade receivables (Note 25(a)) (125,658) (518,244) – – Property, plant and equipment written off 311,599 114,541 – – Impairment loss on: - property, plant and equipment (Note 14) 1,455,092 7,472,794 – – - service concession assets (Note 17) 3,168 20,255 – – - joint venture (Note 20) – 4,029,018 – 2,716,194 - goodwill (Note 24) – 4,137,344 – – Loss on disposal of BAIDS – – – 5,772,689 Operating lease: - minimum lease payments on buildings 7,329,756 5,097,927 128,736 101,357 - minimum lease payments on motor vehicle and equipment 15,999,217 6,859,786 – – Unrealised foreign exchange loss 2,913,017 9,001,163 3,609,875 – Impairment of long term trade receivables (Note 25(b)) 108,519,566 75,259,744 – – Impairment of trade receivables - current (Note 25(a)) 3,876,272 – – – Realised foreign exchange loss 1,890,515 2,783,180 – – Inventory written off 2,344,500 2,422,802 – – Indemnity cost (A) 15,000,000 – – – Loss on disposal of property, plant and equipment 665,881 991,439 – –

Puncak Niaga Holdings Berhad Annual Report 2012 282

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

7. PROFIT/(LOSS) BEFORE TAX (CONTINUED)

(b) Other expenses (continued)

(A) During the current fi nancial year, PNSB paid a sum amounting to RM15,000,000 to its Executive Chairman, Tan Sri Rozali Ismail, being indemnity for losses suffered by him as the agent of PNSB, in defending a legal case brought against him together with two other defendants by a third party arising from a termination of agreement between PNSB and the third party for procurement of water related projects. The indemnity is in respect of the amount which Tan Sri Rozali Ismail was ordered to pay by the High Court. However, upon appeal to the Court of Appeal, the decision of the High Court was reversed in Tan Sri Rozali Ismail’s favour and leave for the third party to appeal to the Federal Court was refused. The total indemnity claimed by Tan Sri Rozali Ismail in connection with this legal suit was RM36,523,693, out of which PNSB had paid a sum of RM15,000,000, with the balance sum of RM21,523,693 subsequently waived by Tan Sri Rozali Ismail. Proceedings are presently ongoing to recover the sum paid by Tan Sri Rozali Ismail pursuant to the High Court decision and upon recovery, it shall accrue to the benefi t of PNSB.

At the point when PNSB Board considered the indemnity claim made by Tan Sri Rozali Ismail, PNSB had relied on 2 legal opinions rendered by reputable legal fi rms and the PNSB Board was satisfi ed with the facts and legal principles set out in the legal opinions that :

(i) the indemnity claim is a legitimate claim which arose from Tan Sri Rozali Ismail’s act as agent of PNSB and having to deal with the plaintiff who pursued Tan Sri Rozali Ismail and requested to be compensated for the termination of the PNSB agreement which exposed Tan Sri Rozali Ismail, as the Executive Chairman of PNSB to the legal suit.

(ii) Tan Sri Rozali Ismail did not exceed his authority as PNSB’s Executive Chairman in dealing with the plaintiff on the terminated PNSB agreement.

(iii) There is nothing to show that Tan Sri Rozali Ismail had any independent or commercial dealings or arrangements with the plaintiff which were unrelated to PNSB as his meetings and negotiations with the plaintiff were all in respect of the terminated PNSB Agreement and the legal opinion stated that the court papers and record of proceedings of the legal suit appears to be consistent with the factual position.

(iv) There was no negligent act or default by Tan Sri Rozali Ismail whilst acting as the agent of PNSB and he had acted in the interest of PNSB by not according any compensation to the plaintiff.

Consequently, PNSB Board was satisfi ed that PNSB is obligated to indemnify its agent, Tan Sri Rozali Ismail for the actual losses suffered by him in the legal suit.

During the course of the year end audit, at the request of the PNHB Board, the Management had sought another legal opinion from a senior legal counsel who opined that Tan Sri Rozali Ismail is entitled to be indemnifi ed by PNSB for the judgement sum paid by him arising from the said legal suit.

Annual Report 2012 Puncak Niaga Holdings Berhad 283

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

7. PROFIT/(LOSS) BEFORE TAX (CONTINUED)

(c) Depreciation and amortisation expense

Group Company 2012 2011 2012 2011 RM RM RM RM

Depreciation of property, plant and equipment (Note 14) 29,195,877 26,791,482 208,141 129,189 Depreciation of investment property (Note 15) – – 360,182 645,373

29,195,877 26,791,482 568,323 774,562 Amortisation of Service concession assets (Note 17) 204,945,228 149,514,285 – –

234,141,105 176,305,767 568,323 774,562

8. AUDITORS’ REMUNERATION

Group 2012 2011 RM RM

Auditors of the Company (Note 7(b)) Statutory audit - current year 780,542 526,009 Statutory audit - under provision in prior year 4,687 76,650 Fees for tax compliance work 162,060 309,841 Other non-audit related services 398,310 414,230

1,345,599 1,326,730

Other auditors (Note 7(b)) Statutory audit 414,715 380,624 Fees for tax compliance work 22,826 77,077

437,541 457,701

1,783,140 1,784,431

Puncak Niaga Holdings Berhad Annual Report 2012 284

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

8. AUDITORS’ REMUNERATION (CONTINUED)

Company 2012 2011 RM RM

Auditors of the Company (Note 7(b)) Statutory audit - current year 56,000 42,000 Statutory audit - under/(over) provision in prior year 14,000 14,000 Fees for tax compliance work 24,696 38,284 Other non-audit related services 209,800 15,000

304,496 109,284

9. EMPLOYEE BENEFITS EXPENSE

Group 2012 2011 RM RM

Wages, salaries and bonuses 236,212,790 201,911,903 Defi ned contribution retirement plan 32,780,868 26,827,452 Defi ned benefi t plan (Note 34) 4,356,101 4,030,312 Gratuity 20,000,000 2,500,000 Unutilised leave 5,070,050 2,712,524 Other staff related expenses 50,827,571 48,654,698

349,247,380 286,636,889

Included in employee benefi ts expenses of the Group and Company are the Executive Directors’ remuneration (excluding benefi ts-in-kind) amounting to RM39,985,615 (2011: RM19,500,455) and RM269,000 (2011: RM NIL) respectively as further disclosed in Note 10.

The number of persons, including the Company’s Executive Directors, employed by the Group at the end of the fi nancial year was 4,795 (2011: 4,427).

Annual Report 2012 Puncak Niaga Holdings Berhad 285

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

10. DIRECTORS’ REMUNERATION

The details of remuneration receivable by directors of the Company during the year are as follows:

Group Company 2012 2011 2012 2011 RM RM RM RM

Executive: Wages, salaries and bonus 14,455,229 13,305,312 – – Defi ned contribution retirement plan 3,217,007 1,777,361 – – Leave passage 780,000 663,582 150,000 – Gratuity 20,000,000 2,500,000 – – Other staff related expenses 1,533,379 1,254,200 119,000 –

Total executive directors’ remuneration (excluding benefi ts-in-kind) (Note 9) 39,985,615 19,500,455 269,000 – Estimated money value of benefi ts-in-kind 225,685 405,646 – –

Total executive directors’ remuneration (including benefi ts-in-kind) 40,211,300 19,906,101 269,000 –

Non-Executive: Allowances 254,000 256,000 254,000 256,000 Leave passage 150,000 150,000 150,000 150,000

Total non-executive directors’ remuneration (Note 7(b)) 404,000 406,000 404,000 406,000

Total directors’ remuneration (Note 40(a)) 40,615,300 20,312,101 673,000 406,000

Puncak Niaga Holdings Berhad Annual Report 2012 286

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

10. DIRECTORS’ REMUNERATION (CONTINUED)

The number of directors of the Company whose total remuneration during the fi nancial year fell within the following bands is analysed below:

Number of directors 2012 2011

RM100,001 to RM200,000 3 3 RM300,001 to RM400,000 1 1 RM700,001 to RM800,000 1 1 RM1,000,001 to RM1,100,000 2 1 RM1,100,001 to RM1,200,000 – 1 RM1,700,001 to RM1,800,000 1 – RM1,800,001 to RM1,900,000 – 1 RM2,000,001 to RM2,100,000 1 – RM3,700,001 to RM3,800,000 – 1 RM11,000,001 to RM11,100,000 – 1 RM33,300,001 to RM33,400,000 1 –

During the current fi nancial year, a retirement gratuity benefi t amounting to RM20,000,000 had been paid to the Executive Chairman upon his statutory retirement date on 9 December 2012.

Included in other staff related expenses of the Group is the payment for unutilised leave to Executive Chairman amounting to RM2,428,825 (2011: RM2,653,677). The payment made in 2011 for unutilised leave to Executive Chairman amounting to RM2,653,677 had been reclassifi ed from other expenses to directors’ remuneration.

11. FINANCE COSTS

Group Company 2012 2011 2012 2011 RM RM RM RM

Finance cost on Islamic banking borrowings - BAIDS 58,794,247 50,046,183 – – - BAMTN 127,089,605 126,806,474 – – Finance cost on conventional borrowings - Government Support Loan 1,242,937 1,454,353 – – - RUN – 49,987,557 – 49,792,877 - JNA 43,579,025 4,156,562 – – - RM410 million and RM250 million Term Loans 37,288,571 37,308,502 – – - RUBs 39,762,957 38,603,249 – – - RCULS 1,831,622 1,720,324 – – - RPS 8,556,552 19,326,865 – – - Government loan RM110 million 1,936,452 52,497 – –

Annual Report 2012 Puncak Niaga Holdings Berhad 287

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

11. FINANCE COSTS (CONTINUED)

Group Company 2012 2011 2012 2011 RM RM RM RM

- USD46.7 million revolving credit 370,354 – – – - USD31 million term loan 1,038,767 894,764 – – - USD36 million term loan 2,699,785 – – – Accretion of fi nance costs in RPS (Note 32(m)) 6,879,073 6,381,330 – – Accretion of interest on service concession obligations 209,493,968 211,930,000 – – Finance cost on long term payables 101,937,474 72,652,309 – – Interest expense on obligation under fi nance leases 948,060 874,807 – – Bank charges 4,106,731 2,253,009 17,638 13,633 Other interest expenses 132,357 10,792 – –

Total fi nance costs 647,688,537 624,459,577 17,638 49,806,510

12. INCOME TAX EXPENSE

Major components of income tax expense

The major components of income tax expense for the years ended 31 December 2012 and 2011 are:

Group Company 2012 2011 2012 2011 RM RM RM RM

Income statements:

Current income tax - Current fi nancial year 101,297,785 58,463,114 1,261,132 1,762,427 - Foreign income tax 103,277 78,966 76,278 76,758 - (Over)/under provision in respect of previous years (35,406,044) (1,159,406) 997,520 (121,568)

65,995,018 57,382,674 2,334,930 1,717,617

Included in the over provision in respect of previous year amounting to RM35,406,044 is PNSB’s tax refund received from Inland Revenue Board (“IRB”) amounting to RM23,214,090 for YA 2006, YA2007 and YA2009 due to IRB using a differential capital allowance rate in the respective Year of Assessment (“YA”).

Puncak Niaga Holdings Berhad Annual Report 2012 288

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

12. INCOME TAX EXPENSE (CONTINUED)

Group Company 2012 2011 2012 2011 RM RM RM RM

Income statements: (continued)

Deferred income tax (Note 37) - Origination and reversal of temporary differences (15,109,047) (46,707,820) 3,180,209 2,951,572 - Under/(over) provision in respect of previous years 14,738,220 (2,115,480) 1,940,433 –

(370,827) (48,823,300) 5,120,642 2,951,572

Income tax recognised in profi t or loss 65,624,191 8,559,374 7,455,572 4,669,189

Domestic income tax is calculated at the Malaysian statutory tax rate of 25% (2011: 25%) of the estimated assessable profi t for the year.

Reconciliation between tax expense and accounting profi t/(loss)

The reconciliation between tax expense and the product of accounting profi t multiplied by the applicable corporate tax rate for the years ended 31 December 2012 and 2011 are as follows:

Group Company 2012 2011 2012 2011 RM RM RM RM

Profi t/(loss) before tax 298,304,266 (74,571,620) 13,690,619 8,194,756

Taxation at Malaysian statutory tax rate of 25% (2011: 25%) 74,576,067 (18,642,905) 3,422,655 2,048,689 Different tax rates in other jurisdictions (8,918,050) (5,709,941) (35,896) 36,121 Income not subject to tax (1,998,248) (1,392,917) (323,061) – Expenses not deductible for tax purposes 21,967,255 34,671,198 1,453,921 2,705,947 (Over)/under provision of current tax in prior years (35,406,044) (1,159,406) 997,520 (121,568) Under/(over) provision of deferred tax in prior years 14,738,220 (2,115,480) 1,940,433 – Utilisation of previously unutilised tax allowances (525,760) – – – Deferred tax assets not recognised 1,190,751 2,908,825 – –

Income tax expense recognised in profi t or loss 65,624,191 8,559,374 7,455,572 4,669,189

Annual Report 2012 Puncak Niaga Holdings Berhad 289

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

12. INCOME TAX EXPENSE (CONTINUED)

The corporate tax rate applicable to the Singapore subsidiary of the Group is 17% on its respective taxable income. Under the relevant PRC income tax law, the PRC companies of the Group are subject to corporate income tax rate of 25% on their respective taxable income.

13. EARNINGS PER SHARE

Basic earnings per share amounts are calculated by dividing profi t for the year, net of tax, attributable to owners of the parent by the weighted average number of ordinary shares outstanding during the fi nancial year.

Diluted earnings per share amounts are calculated by dividing profi t for the year, net of tax, attributable to owners of the parent by the weighted average number of ordinary shares outstanding during the fi nancial year plus the weighted average number of ordinary shares that would be issued on the conversion of all the dilutive potential ordinary shares into ordinary shares. However, there is no dilution in earnings per share.

The following tables refl ect the profi t and share data used in the computation of basic earnings per share for the years ended 31 December:

Group 2012 2011

Profi t net of tax attributable to owners of the parent (RM) 238,081,852 9,910,838

Weighted average number of ordinary shares (RM) 409,106,095 409,106,095

Basic earnings per share (sen) 58.20 2.42

Puncak Niaga Holdings Berhad Annual Report 2012 290

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

14. PROPERTY, PLANT AND EQUIPMENT

Long term Freehold leasehold land land Buildings Buildings Vessel RM RM RM RM RM Cost or valuation: At valuation

Group

At 1 January 2012 2,800,000 180,660,000 30,740,001 11,261,230 148,563,476 Additions – – 278,547 10,174,199 – Reclassifi cation – – – – – Disposals – – – – – Write off – – – – – Exchange difference – – – 14,877 (91,359)

At 31 December 2012 2,800,000 180,660,000 31,018,548 21,450,306 148,472,117

At 1 January 2011 2,557,700 94,054,114 32,982,213 11,266,420 – Additions – – – – – Acquisition of subsidiaries – – – – 146,970,752 Reclassifi cation – – – – – Disposals – – – – – Write off – – – – – Revaluation surplus 242,300 91,869,250 5,712 – – Elimination of accumulated depreciation on revaluation – (5,263,364) (2,247,924) – – Exchange difference – – – (5,190) 1,592,724

At 31 December 2011 2,800,000 180,660,000 30,740,001 11,261,230 148,563,476

Annual Report 2012 Puncak Niaga Holdings Berhad 291

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

Plant Computers, Furniture Construction and software and and Motor in equipment equipment fittings vehicles Renovations Signage progress Total RM RM RM RM RM RM RM RM At cost

24,043,146 66,896,076 16,010,835 78,003,065 94,977,846 12,858,384 8,460,575 675,274,634 3,405,168 9,947,943 396,011 7,864,130 8,962,677 1,142,540 570,722 42,741,937 40,073 (36,198) 20,995 (24,870) – – – (73,095) – (2,937,244) – – – (3,010,339) (33,224) (8,380,683) (782,698) (302,173) (1,400) – – (9,500,178) 19,126 4,421 (4,315) (8,665) (4,001) – – (69,916)

27,474,289 68,358,464 15,640,828 82,619,113 103,910,252 14,000,924 9,031,297 705,436,138

17,353,199 63,126,761 14,903,581 69,419,495 94,223,635 12,855,904 7,447,285 420,190,307 6,728,783 4,592,685 983,364 11,656,300 279,798 2,480 1,013,290 25,256,700 – 747,267 128,000 127,795 476,688 – – 148,450,502 – 13,670 – – (13,670) – – – – (64,151) – (3,225,761) – – – (3,289,912) (38,790) (1,514,989) (8,118) – – – – (1,561,897) – – – – – – – 92,117,262

– – – – – – – (7,511,288) (46) (5,167) 4,008 25,236 11,395 – – 1,622,960

24,043,146 66,896,076 16,010,835 78,003,065 94,977,846 12,858,384 8,460,575 675,274,634

Puncak Niaga Holdings Berhad Annual Report 2012 292

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

14. PROPERTY, PLANT AND EQUIPMENT (CONTINUED)

Long term Freehold leasehold land land Buildings Buildings Vessel RM RM RM RM RM Cost or valuation: At valuation

Group

Accumulated Depreciation & Accumulated Impairment:

At 1 January 2012 – – – 2,180,312 23,458,200 Depreciation charge for the year (Note 7(c)) – 1,835,008 620,371 507,954 3,669,371 Reclassifi cation – – – – – Disposals – – – – – Write off – – – – – Impairment (Note 7(b)) – – 1,455,092 – – Exchange difference – – – 18,847 (110,596)

At 31 December 2012 – 1,835,008 2,075,463 2,707,113 27,016,975

At 1 January 2011 – 4,263,735 1,850,548 1,545,563 – Depreciation charge for the year (Note 7(c)) – 999,629 397,376 651,587 91,931 Acquisition of subsidiaries – – – – 23,114,778 Reclassifi cation – – – – – Disposals – – – – – Write off – – – – – Impairment (Note 7(b)) – – – – – Elimination of accumulated depreciation on revaluation – (5,263,364) (2,247,924) – – Exchange difference – – – (16,838) 251,491

At 31 December 2011 – – – 2,180,312 23,458,200

Net carrying amount:

At 31 December 2012 2,800,000 178,824,992 28,943,085 18,743,193 121,455,142

At 31 December 2011 2,800,000 180,660,000 30,740,001 9,080,918 125,105,276

Annual Report 2012 Puncak Niaga Holdings Berhad 293

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

Plant Computers, Furniture Construction and software and and Motor in equipment equipment fittings vehicles Renovations Signage progress Total RM RM RM RM RM RM RM RM At cost

10,253,027 59,498,499 11,832,285 36,440,830 64,979,133 6,330,523 7,472,794 222,445,603

1,519,085 4,242,278 1,347,517 5,781,955 8,335,785 1,336,553 – 29,195,877 42,017 (39,409) 5,946 – (8,554) – – – – (66,940) – (639,434) – – – (706,374) (16,281) (8,258,085) (747,505) (166,047) (661) – – (9,188,579) – – – – – – – 1,455,092 81,184 13,076 2,450 (1,014) (303) – – 3,644

11,879,032 55,389,419 12,440,693 41,416,290 73,305,400 7,667,076 7,472,794 243,205,263

9,187,807 54,114,386 9,724,769 33,498,661 55,683,087 4,997,881 – 174,866,437 1,168,203 6,400,546 2,106,155 4,828,674 8,814,739 1,332,642 – 26,791,482 – 455,680 9,840 115,016 476,688 – – 24,172,002 – (2,506) – – 2,506 – – – – (58,022) – (2,009,761) – – – (2,067,783) (38,622) (1,401,888) (6,846) – – – – (1,447,356) – – – – – – 7,472,794 7,472,794

– – – – – – – (7,511,288) (64,361) (9,697) (1,633) 8,240 2,113 – – 169,315

10,253,027 59,498,499 11,832,285 36,440,830 64,979,133 6,330,523 7,472,794 222,445,603

15,595,257 12,969,045 3,200,135 41,202,823 30,604,852 6,333,848 1,558,503 462,230,875

13,790,119 7,397,577 4,178,550 41,562,235 29,998,713 6,527,861 987,781 452,829,031

Puncak Niaga Holdings Berhad Annual Report 2012 294

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

14. PROPERTY, PLANT AND EQUIPMENT (CONTINUED)

Long term leasehold land Renovations Total RM RM RM At valuation At cost

Company

At 1 January 2012 and 31 December 2012 19,600,000 892,010 20,492,010

At 1 January 2011 8,716,411 892,010 9,608,421 Revaluation surplus 12,108,879 – 12,108,879 Elimination of accumulated depreciation on revaluation (1,225,290) – (1,225,290)

At 31 December 2011 19,600,000 892,010 20,492,010

Accumulated depreciation:

At 1 January 2012 – 892,010 892,010 Depreciation charge for the year (Note 7(c)) 208,141 – 208,141

31 December 2012 208,141 892,010 1,100,151

At 1 January 2011 1,137,246 850,865 1,988,111 Depreciation charge for the year (Note 7(c)) 88,044 41,145 129,189 Elimination of accumulated depreciation on revaluation (1,225,290) – (1,225,290)

At 31 December 2011 – 892,010 892,010

Net carrying amount:

At 31 December 2012 19,391,859 – 19,391,859

At 31 December 2011 19,600,000 – 19,600,000

Annual Report 2012 Puncak Niaga Holdings Berhad 295

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

14. PROPERTY, PLANT AND EQUIPMENT (CONTINUED)

Assets pledged as security

Property, plant and equipment of the subsidiaries with total carrying amount of RM399,440,802 (2011: RM311,132,223) have been charged as security for borrowings of the Group as disclosed in Note 32(b), Note 32(d) and Note 32(e).

Leasehold land of the Group with a carrying value of RM159,433,133 (2011: RM161,060,000) has been charged as security for borrowings as disclosed in Note 32(b).

Assets held under fi nance leases

During the fi nancial year, the Group acquired property, plant and equipment at aggregate costs of RM42,741,937 (2011: RM25,256,700) of which RM4,736,625 (2011: RM11,059,773) were acquired by means of fi nance leases.

The carrying amount of property, plant and equipment of the Group held under fi nance leases at the reporting date were:

Group 2012 2011 RM RM

Motor vehicles Cost 33,920,868 35,221,816 Accumulated depreciation (8,791,151) (7,223,189)

Net carrying amount 25,129,717 27,998,627

Impairment of property, plant and equipment

In the previous fi nancial year, the Group has assessed its construction in progress in relation to the proposed 30-storey building. The cost in relation to this consist of preliminary and planning expenses. The Group does have any concrete plans in the near future for the said construction yet. Hence the Group had decided to recognise an impairment loss of RM7,472,794 as disclosed in Note 7(b).

Revaluation of freehold land, leasehold land and buildings

Freehold land, leasehold land and buildings have been revalued at 31 December 2011 based on valuations performed by accredited independent valuers. The valuations are based on the comparison and cost or contractor’s method that makes reference to similar properties which have been sold.

Puncak Niaga Holdings Berhad Annual Report 2012 296

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

14. PROPERTY, PLANT AND EQUIPMENT (CONTINUED)

Revaluation of freehold land, leasehold land and buildings (continued)

If the freehold, leasehold and buildings were measured using the cost model, the carrying amounts would have been as follows:

Group 2012 2011 RM RM

Freehold land at 31 December: - Cost and net carrying amount 2,557,700 2,557,700

Leasehold land at 31 December: - Cost 94,054,114 94,054,114 - Accumulated depreciation (6,262,993) (5,263,364)

- Net carrying amount 87,791,121 88,790,750

Buildings at 31 December: - Cost 32,982,213 32,982,213 - Accumulated depreciation (2,645,300) (2,247,924)

- Net carrying amount 30,336,913 30,734,289

120,685,734 122,082,739

Company 2012 2011 RM RM

Leasehold land at 31 December: - Cost 8,716,411 8,716,411 - Accumulated depreciation (1,313,334) (1,225,290)

- Net carrying amount 7,403,077 7,491,121

Annual Report 2012 Puncak Niaga Holdings Berhad 297

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

15. INVESTMENT PROPERTY

Company 2012 2011 Building RM RM

At net carrying value: At 1 January 8,913,870 9,559,243 Depreciation charge for the year (Note 7(c)) (360,182) (645,373)

At 31 December 8,553,688 8,913,870

Fair value 10,520,259 10,000,000

Fair value of investment property

In the previous fi nancial year, fair value is arrived at by reference to market evidence of transaction prices for similar properties and is performed by registered independent valuers having an appropriate recognised professional qualifi cation and recent experience in the location and category of the properties being valued.

During the fi nancial year, the Directors have reassessed the fair value of the investment property and believe that the fair value remains higher than the net carrying value as at the reporting date.

16. OPERATING FINANCIAL ASSETS

The Group has concession arrangements with the various governing bodies or agencies of the government of the People’s Republic of China (the “grantor”) to operate water/wastewater treatment plants. Under the concession agreements, the Group will construct and operate the plants and water distribution networks for Concession Periods of between 25 to 30 years and transfer the plants to the grantors at the end of the Concession Periods. Such concession arrangements fall within the scope of IC Interpretation 12, Service Concession Arrangements. Under IC 12, the revenue for the construction services provided under the arrangements and the corresponding fi nancial assets and/or intangible assets arising are recognised based on the percentage of completion method during the construction phase. The costs for the construction services are included in the “Construction contract expenses” line item in the profi t or loss.

Puncak Niaga Holdings Berhad Annual Report 2012 298

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

17. SERVICE CONCESSION ASSETS AND OBLIGATIONS

Service Concession Assets

The movements in this account follow:

Group 2012 2011 RM RM

Cost

At 1 January 8,430,342,535 8,271,004,036 Additions 197,513,389 157,161,112 Exchange differences (1,106,345) 2,177,387

At 31 December 8,626,749,579 8,430,342,535

Accumulated amortisation and impairment

At 1 January 735,668,728 586,001,590 Amortisation charge for the year (Note 7(c)) 204,945,228 149,514,285 Impairment loss (Note 7(b)) 3,168 20,255 Exchange differences (54,424) 132,598

At 31 December 940,562,700 735,668,728

Net carrying amount 7,686,186,879 7,694,673,807

Service concession assets consist of the fair value of the service concession obligations at drawdown date and construction costs related to rehabilitation works performed by the Group pursuant to the Concession Agreement.

Capital work in progress of rehabilitation work comprise fair value of the consideration receivable for the service delivered during the constuction stage, at 5% mark-up and 14% mark-up on the costs incurred for projects involve external consultants and in-house projects respectively.

The capital work in progress are costs incurred to date in respect of projects to reduce the NRW rate and are not amortised until completed.

The Group’s service concession assets include borrowing costs arising from the borrowings for the purpose of the NRW projects. Details of borrowings are disclosed in Note 32. During the fi nancial year, the net borrowing costs capitalised in capital work-in progress amounted to RM416,343 (2011: RM414,219).

Annual Report 2012 Puncak Niaga Holdings Berhad 299

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

17. SERVICE CONCESSION ASSETS AND OBLIGATIONS (CONTINUED)

Service Concession Obligations

Service concession obligations is the sum of the following:

(a) Annual charges and land use charges payable to State Government; and

(b) Fixed capacity charges payable to water treatment operators.

Service concession obligations are analysed as follows:

Group 2012 2011 RM RM

Analysed as: Current 369,424,130 337,189,482

Non-current: Later than 1 year but not later than 2 years 379,234,386 343,808,577 Later than 2 years but not later than 5 years 739,409,667 879,842,557 Later than 5 years 2,558,017,052 2,608,698,057

3,676,661,105 3,832,349,191

4,046,085,235 4,169,538,673

18. INVESTMENT IN SUBSIDIARIES

Company 2012 2011 RM RM

Unquoted shares, at costs At 1 January 463,118,040 463,110,960 Incorporation of PNIPPL (Note 18(a)) – 7,080 Subscription of additional shares in PNIPPL (Note 18(a)) 187,340 –

At 31 December (Note 47) 463,305,380 463,118,040

Puncak Niaga Holdings Berhad Annual Report 2012 300

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

18. INVESTMENT IN SUBSIDIARIES (CONTINUED)

Proportion (%) of ownership interest Name Principal Activities 2012 2011

Incorporated in Malaysia

PNSB *** Operation, maintenance, management, construction, rehabilitation and refurbishment of water treatment facilities 100 100

SYABAS *** Supply and distribution of treated water within Selangor and the Federal Territories of Kuala Lumpur and Putrajaya 70 70

Puncak Niaga (India) Dormant 100 100 Sdn Bhd *

Puncak Research Research and development and technology development, Centre Sdn Bhd * for water wastewater and environment sectors 100 100

Puncak Seri (M) Food and beverage related activities 100 100 Sdn Bhd *

NS Water System Dormant 100 100 Sdn Bhd *

Puncak Oil & Gas Investment holding and provision of offshore and onshore Sdn Bhd *** engineering works 100 100

Incorporated in Singapore

SINO ** Investment in water and wastewater projects in PRC 98.65 98.65

PNOC ** Investment in water, wastewater, solid waste, environmental and oil and gas in the Asian countries 100 100

Incorporated in India

Puncak Niaga Carry out activities of infrastructures, constructions and Infrastructures and other projects in India 100 100 Projects Private Limited (PNIPPL) *

Annual Report 2012 Puncak Niaga Holdings Berhad 301

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

18. INVESTMENT IN SUBSIDIARIES (CONTINUED)

Proportion (%) of ownership interest Name Principal Activities 2012 2011

Incorporated in Malaysia Subsidiaries of PNSB

Ideal Water Resources Ceased operations 100 100 Sdn Bhd *

Unggul Raya (M) Ceased operations 100 100 Sdn Bhd *

Incorporated in Malaysia Subsidiary of SYABAS

PUAS *** Ceased operations 70 70

Incorporated in PRC Subsidiaries of SINO

LUWEI ** Treatment and distribution of water and related services 90.70 90.11

XINNUO ** Treatment of wastewater and related services 98.65 98.65

Sino Water Consultancy services for water and wastewater projects 98.65 98.65 (Shanghai) **

Luancheng** Treatment and distribution of water and related services 82.86 78.92

Hebei Sino** Distribution of water to industrial areas 78.92 78.92

Incorporated in Malaysia Subsidiaries of POG

GOM Resources Provide offshore personnel services and renting of Sdn Bhd *** machinery and vessels 100 100

KGL Ltd *** Offshore leasing of vessels on bareboat basis. 100 100

* Audited by fi rms other than Ernst & Young ** Audited by member fi rms of Ernst & Young Global in the respective countries *** Audited by Ernst & Young, Malaysia

Puncak Niaga Holdings Berhad Annual Report 2012 302

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

18. INVESTMENT IN SUBSIDIARIES (CONTINUED)

(a) Subscription of additional shares in subsidiary, PNIPPL

PNIPPL was incorporated on 10 March 2011 as a private company limited by shares in India under the Indian Companies Act, 1956 (No 1 of 1956). PNIPPL had a paid up share capital of Rs.1,00,000 (Rupees One Lakh) only divided into 10,000 (Ten Thousand) Equity shares of Rs.10/- each (Rupees Ten) only.

On 10 February 2012, PNIPPL had increased its paid up capital to Rs.30,00,000 with an allotment of 290,000 (two Lakhs ninety thousand) only equity shares of India Rupees Ten (Rs.10) each to the Company.

(b) Subscription of additional equity interest in subsidiary, LUWEI by SINO

On 8 November 2012, SINO increased the paid-up registered capital of LUWEI through capital injection of USD400,000 in cash. As a result, SINO’s shareholding in LUWEI increased from 91.34% to 91.94%.

(c) Subscription of additional equity interest in subsidiary, Luancheng by SINO

On 26 June 2012, SINO increased the paid-up registered capital of Luwei through capital injection of USD196,670 in cash. As a result, SINO’s shareholding in Luwei increased from 80.00% to 83.99%.

Completed in previous fi nancial year

(d) Acquisition of GOM Resources, by POG

On 23 May 2011, POG had entered into a Sale and Purchase Agreement with Global International Vessels Ltd (“GIVL”) to acquire 40% interest in GOM Resources for a purchase consideration of RM24,035,760. On the same date, an option have been granted to POG to purchase the remaining interest in GOM Resources.

The option granted to the POG to purchase the remaining interest, which is 60% in GOM Resources equates to the POG having a control and option gives a potential voting rights to POG. Hence, upon completion of the acquisition on 30 June 2011, GOM Resources became a subsidiary of the POG.

Annual Report 2012 Puncak Niaga Holdings Berhad 303

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

18. INVESTMENT IN SUBSIDIARIES (CONTINUED)

Completed in previous fi nancial year (continued)

(d) Acquisition of GOM Resources, by POG (continued)

The fair value of identifi able assets and liabilities of GOM Resources as at date of acquisition were:

Carrying Fair value amount RM RM

Property, plant and equipment 438,000 438,000 Trade and other receivables 2,641,430 2,641,430 Other current assets 149,405,609 149,405,609 Inventories 5,320,418 5,320,418 Cash and cash equivalents 19,536,076 19,536,076

177,341,533 177,341,533

Trade and other payables (168,591,480) (168,591,480) Deferred tax liabilities (129,000) (129,000) Income tax payable (1,956,860) (1,956,860)

(170,677,340) (170,677,340)

Net assets 6,664,193 6,664,193

Total cost of business combination

The total cash of the business combination is as follows:

RM

Cash paid 24,035,760 Less: Cash and cash equivalents of subsidiary acquired (19,536,076)

Net cash outfl ow on acquisition 4,499,684

Puncak Niaga Holdings Berhad Annual Report 2012 304

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

18. INVESTMENT IN SUBSIDIARIES (CONTINUED)

Completed in previous fi nancial year (continued)

(d) Acquisition of GOM Resources, by POG (continued)

Goodwill arising on acquisition

RM

Net identifi able assets 6,664,193 Less: Non-controlling interests (3,998,516)

Group’s interest in fair value of net identifi able assets 2,665,677 Goodwill on acquisition (Note 24) 21,370,083

Cost of business combination 24,035,760

Goodwill on acquisition is attributable to the signifi cant revenue stream that arose subsequent to the acquisition as well as the oil and gas contracts awarded to GOM Resources.

Accounting on acquisition

As at 31 December 2011, the fair value of GOM Resources’ identifi able assets and liabilities were determined on a provisional basis as the results of PPA exercise is not fi nalised. Goodwill arising from this acquisition will be adjusted accordingly on a retrospective basis when the purchase price allocation exercise is fi nalised.

As at 31 December 2012, the purchase price allocation has been fi nalised. Accordingly, the provisional goodwill of GOM Resources Sdn. Bhd. of RM21,370,083 is deemed to be fi nalised and no further adjustment is required.

Acquisition of non-controlling interest in GOM Resources

On 23 September 2011, POG exercised its option to purchase the remaining 60% equity interest in GOM Resources for a total consideration of RM41,475,000 and the transaction was completed on 28 September 2011. As a result of this acquisition, GOM Resources became a wholly-owned subsidiary of POG.

The difference between the consideration and the book value of the interest acquired is refl ected in equity as premium paid on acquisition of non-controlling interest as follow:

RM

Additional interest acquired 9,935,383 Less: Consideration paid (41,475,000)

Premium paid on acquisition of non-controlling interest (31,539,617)

Annual Report 2012 Puncak Niaga Holdings Berhad 305

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

18. INVESTMENT IN SUBSIDIARIES (CONTINUED)

Completed in previous fi nancial year (continued)

(e) Acquisition of KGL Ltd (“KGL”), by POG

On 23 May 2011, the POG have entered into a Sale and Purchase Agreement with GIVL to acquire 40% interest in KGL for a purchase consideration of RM45,811,280. Upon completion of the acquisition, GIVL assigned 40% rights of the shareholder’s loan (RM39,422,841) to POG. On the same date, an option have been granted to POG to purchase the remaining interest in KGL.

The option granted to POG to purchase the remaining interest in KGL equates to POG having a control and the option gives a potential voting rights to POG. Hence, upon completion of the acquisition on 30 June 2011, KGL became a subsidiary of POG.

The fair value of identifi able assets and liabilities of KGL as at date of acquisition were:

Carrying Fair value amount RM RM

Property, plant and equipment 123,840,500 108,178,479 Trade and other receivables 1,188,717 1,188,717 Cash and cash equivalents 1,244,621 1,244,621

126,273,838 110,611,817

Trade and other payables (96,952,038) (96,952,038) Income tax payable (16,142) (16,142)

(96,968,180) (96,968,180)

Net assets 29,305,658 13,643,637

The effect of the acquisition on cash fl ows is as follows:

RM

Total cost of the business combination/consideration settled in cash 45,811,280 Less: Cash and cash equivalents of subsidiary acquired (1,244,621)

Net cash outfl ow on acquisition 44,566,659

Puncak Niaga Holdings Berhad Annual Report 2012 306

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

18. INVESTMENT IN SUBSIDIARIES (CONTINUED)

Completed in previous fi nancial year (continued)

(e) Acquisition of KGL Ltd (“KGL”), by POG (continued)

Negative goodwill arising on acquisition

RM

Net identifi able assets 29,305,658 Less: Non-controlling interests (17,583,395)

Group’s interest in fair value of net identifi able assets 11,722,263 Negative goodwill on acquisition (Note 7(a)) (5,333,824)

Cost of business combination 6,388,439 Assumption of shareholder’s loan 39,422,841

Consideration paid 45,811,280

POG’s acquisition of KGL has given rise of a gain on bargain purchase as the net assets acquired and the liabilities assumed from the said acquisition are in excess of the consideration paid.

Accounting on acquisition

As at 31 December 2011, the fair value of KGL’s identifi able assets, except for property, plant and equipment, and identifi able liabilities were determined on a provisional basis as the results of PPA exercise is not fi nalised. Negative goodwill arising from this acquisition will be adjusted accordingly on a retrospective basis when the purchase price allocation exercise is fi nalised.

As at 31 December 2012, the purchase price allocation has been fi nalised. Accordingly, the provisional goodwill of KGL, negative goodwill amounting to RM5,333,824 is deemed to be fi nalised and no further adjustment is required.

Acquisition of non-controlling interest in KGL

On 23 September 2011, POG exercised its option to purchase the remaining 60% equity interest in KGL from GIVL with a total consideration of RM72,732,000 and the transaction was completed on 28 September 2011. Upon completion of this acquisition, GIVL assigned the remaining 60% of shareholder’s loan (RM60,219,269) to POG. As a result of this acquisition, KGL became a wholly-owned subsidiary of POG.

Annual Report 2012 Puncak Niaga Holdings Berhad 307

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

18. INVESTMENT IN SUBSIDIARIES (CONTINUED)

Completed in previous fi nancial year (continued)

(e) Acquisition of KGL Ltd (“KGL”), by POG (continued)

Acquisition of non-controlling interest in KGL (continued)

The difference between the consideration, the book value of the interest acquired and the loan assumed is refl ected in equity as discount on acquisition of non-controlling interest.

RM

Additional interest acquired 24,289,564 Assumption of shareholder’s loan 60,219,269 Consideration paid (72,732,000)

Discount on acquisition of non-controlling interest 11,776,833

19. INVESTMENT IN ASSOCIATES

Group Company 2012 2011 2012 2011 RM RM RM RM

Unquoted shares, at cost 42,501 42,501 42,501 42,501 Advance 5,570 2,914 5,570 2,914 Share of post-acquisition reserves (2,835) (1,429) – –

45,236 43,986 48,071 45,415

Proportion (%) of ownership interest Name Principal Activities 2012 2011

Incorporated in Malaysia

Oasis Water * Dormant 40 40

Purnama Persada Sdn Bhd * Dormant 50 50

* Audited by a fi rm other than Ernst & Young

Puncak Niaga Holdings Berhad Annual Report 2012 308

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

19. INVESTMENT IN ASSOCIATES (CONTINUED)

The summarised fi nancial information of the associates are as follows:

Group 2012 2011 RM RM

Assets and liabilities Current assets 92,298 92,298

Current liabilities (20,299) (17,290)

Results Revenue – 11,513 Expenses (3,159) (3,226)

(Loss)/profi t for the year (3,159) 8,287

20. INVESTMENT IN JOINT VENTURE

Group Company 2012 2011 2012 2011 RM RM RM RM

Advances to joint venture 9,295,613 9,295,613 6,449,964 6,449,964 Less: Repayment during the year (1,647,362) – (1,257,362) –

7,648,251 9,295,613 5,192,602 6,449,964

Accumulated impairment At 1 January 5,721,843 1,692,825 6,449,964 3,733,770 Impairment (Note 7(b)) – 4,029,018 – 2,716,194 Write back of impairment (Note 7(a)) (1,257,362) – (1,257,362) –

At 31 December 4,464,481 5,721,843 5,192,602 6,449,964

Share of net liabilities of the joint venture (2,079,614) (1,931,799) – –

1,104,156 1,641,971 – –

Annual Report 2012 Puncak Niaga Holdings Berhad 309

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

20. INVESTMENT IN JOINT VENTURE (CONTINUED)

Name Principal activities Participation interest held (%) 2012 2011

PNHB-Lanco-KHEC Operation and maintenance of Joint Venture (Unincorporated) * water supply augmentation 70 70

POG-ATSB JV (Unincorporated) * Provision of offshore and onshore 50 50 engineering works

PED-PNSB JV (Unincorporated) * Construction of water treatment facilities 40 40

* Audited by a fi rm other than Ernst & Young

The aggregate amounts of the current assets, non-current assets, current liabilities, income and expenses related to the Group’s interests in the investment in joint venture are as follows:

Group 2012 2011 RM RM

Assets and liabilities: Non-current assets 77,808 37,665 Current assets 1,766,318 2,135,436

Total assets 1,844,126 2,173,101

Current liabilities (3,923,740) (4,104,900)

Income and expenses: Income – 886,554 Expenses excluding taxation (147,815) (1,110,875)

Puncak Niaga Holdings Berhad Annual Report 2012 310

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

21. HELD-TO-MATURITY FINANCIAL ASSETS

Company 2012 2011 RM RM

Non-current

RCULS (Note 22) 278,764,629 265,958,665

On 1 November 2011, the Company entered into a conditional Sale and Purchase Agreement with Acqua and PNSB to sell its entire holdings of PNSB Redeemable Unsecured, Coupon Bearing Notes of up to RM328,125,000 of nominal outstanding value at a total consideration of RM328,125,000 (“Sale”). The outstanding principal amount includes the fi fth mandatory partial redemption of RM54,687,500. The sale was completed on 18 November 2011.

22. RCULS

Company 2012 2011 RM RM

Nominal value 212,000,000 212,000,000 Accretion of fi nance costs 66,764,629 53,958,665

At amortised cost (Note 21) 278,764,629 265,958,665

On 23 February 2006, SYABAS entered into a Subscription Agreement with the Company and KDEB in relation to the issue of up to RM1,045 million nominal value of RCULS by SYABAS. The RCULS were issued progressively to the Company and KDEB over the next four (4) years from 2006 to 2009 to fi nance the operations and capital expenditure requirements of SYABAS under SYABAS Concession Agreement. The commitment by the Company and KDEB to subscribe for the RCULS are up to RM731.5 million (70%) and RM313.5 million (30%) respectively and KDEB’s portion of the commitment were subsequently varied pursuant to a Deed of Ratifi cation and Accession dated 22 January 2009 given by Kumpulan Perangsang Selangor Berhad in favour of the Company and KDEB to 15% each between KDEB and Kumpulan Perangsang Selangor Berhad.

SYABAS had on 9 March 2006, issued RM135.0 million of the RCULS to the Company. Call options were given to KDEB by the Company to purchase RM40.5 million of the RCULS from the Company at an Option Premium of RM0.1035 for every RM1.00 of the RCULS and was payable on 22 February 2007. Interest at the rate of 7% per annum on the nominal value of the RCULS was charged to KDEB and is payable to the Company on the date of purchase of the RCULS by KDEB or on 22 February 2007, whichever is the earlier.

On 22 May 2007, SYABAS issued a further RM77 million of RCULS to the Company.

The RCULS will be redeemed in full by SYABAS on the 21st anniversary of the fi rst issue date at their nominal value.

Annual Report 2012 Puncak Niaga Holdings Berhad 311

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

22. RCULS (CONTINUED)

Each RCULS holder is entitled to exercise its conversion rights to convert the RCULS into new shares in SYABAS at the Conversion Price of RM1 payable for every new share to be issued pursuant to the conversion of the RCULS or such other price as may be agreed between SYABAS and the relevant RCULS holder prior to the Conversion Date.

Until the RCULS have been redeemed or converted into shares of SYABAS, SYABAS shall pay to the RCULS holders, coupon on the nominal value of the RCULS outstanding at a fi xed rate of 7% per annum.

Company 2012 2011 RM RM

Interest on RCULS receivable from SYABAS (Note 7(a)) 12,805,964 11,806,289

23. DSRA

Group 2012 2011 RM RM

DSRA maintained in relation to: - RM1,020,000,000 10-Year BAIDS 191,091,213 244,116,849 - BAMTN Programme and RM410 million and RM250 million Term Loans 64,731,754 62,774,752

255,822,967 306,891,601

(i) RM1,020,000,000 10-Year BAIDS

Under the terms of the agreement for the issue of the RM1,020,000,000 10-Year BAIDS Issuance Facility by its subsidiary, PNSB, a deposit equivalent to twelve (12) months projected payment obligations under the BAIDS that are outstanding at any point in time is required to be placed in a DSRA. This DSRA is maintained with licensed fi nancial institutions. PNSB is not entitled to withdraw any money from the DSRA without prior written consent of the Security Trustee except on condition that the BAIDS have been fully redeemed (Note 32(b)).

As at 31 December 2012, the deposits held in the DSRA is maintained for long-term until the full redemption and expiry of the BAIDS on 27 October 2016 (Note 32(b)) and is presently yielding interest income at market interest rates.

The weighted average effective interest rate applicable to the deposits held in the DSRA at the reporting date was 3.17% (2011: 3.16%) per annum.

Puncak Niaga Holdings Berhad Annual Report 2012 312

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

23. DSRA (CONTINUED)

(ii) BAMTN programme and RM410 million and RM250 million Term Loans

Under the terms of the BAMTN Programme and RM410 million and RM250 million Term Loans facility, SYABAS shall ensure that funds are deposited in the DSRA until the balance held in the DSRA is at least equivalent to the aggregate of profi t in relation to the BAMTN and the facilities under the RM410 million and RM250 million Term Loans which will become due and payable in the next six (6) months and the outstanding principal of the BAMTN and the facilities under the RM410 million and RM250 million Term Loans which will become due and payable in the next twelve (12) months (to be built up in twelve (12) equal monthly installments during the preceding twelve (12) months on a straight line basis). This DSRA is maintained with licensed fi nancial institutions.

The deposits are held for long-term until the full redemption/repayment and expiry of the BAMTN Programme and RM410 million and RM250 million Term Loans.

The weighted average effective interest rate applicable to the deposits held in the DSRA for this purpose at the reporting date was 3.15% (2011: 3.18%) per annum.

At the reporting date, the carrying amount of the deposits held in the DSRA approximated its fair value.

24. GOODWILL

Group 2012 2011 1.1.2011 RM RM RM

Net carrying amount: At 1 January 210,878,972 193,258,671 193,698,114 Acquisition of subsidiary - GOM Resources (Note 18(d)) – 21,370,083 – Subscription of additional equity interest in subsidiary – – 68,112 Impairment (Note 7(b)), (Note 24(b)) – (4,137,344) – Exchange differences (58,832) 387,562 (507,555)

At 31 December 210,820,140 210,878,972 193,258,671

(a) SYABAS

The goodwill arising from the acquisitions of SYABAS and PUAS was completed on 15 December 2004 and 1 January 2005 respectively. SYABAS assumed the operations of PUAS following the privatisation of the water supply services in Selangor and Federal Territories of Kuala Lumpur and Putrajaya to SYABAS on 1 January 2005.

Annual Report 2012 Puncak Niaga Holdings Berhad 313

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

24. GOODWILL (CONTINUED)

(a) SYABAS (continued)

SYABAS and PUAS are identifi ed as one combined CGU. The recoverable amount of this CGU is determined based on value-in-use calculations using cash fl ow projections based on fi nancial budgets approved by Management covering the entire concession period of thirty (30) years commencing 1 January 2005 to 31 December 2034. A cash fl ow projection of more than fi ve (5) years is used as the Directors are of the opinion that there are no reasonable possible changes in key assumptions which could cause the carrying value of goodwill on consolidation to exceed its recoverable amount.

The following describes each key assumption on which management has based its cash fl ow projections to undertake impairment testing of goodwill:

(i) Tariff increase

The annual rate of tariff increase used in the projections is based on the scheduled tariff and tariff adjustment formula, as set out in the SYABAS Concession Agreement. It is assumed that the agreed tariff will be gazetted and shall take effect for the applicable operating period on the relevant tariff adjustment dates.

(ii) Water purchase costs

The assumptions on the water purchase are made based on the existing agreements with the water treatment operators and water purchase in the future which have been assessed by the Independent Valuers which will be updated by new studies when historical water demand varies signifi cantly from the projected water demand.

For the purpose of the cash fl ow projections, SYABAS has incorporated escalation rates ranging from 1.5% to 20% per annum of the bulk supply rate and fi xed capacity payment respectively for projection of the cost of purchasing water from the respective water treatment operators.

(iii) NRW

The NRW rate is projected to reduce progressively to meet the fi nal target within the SYABAS Concession Agreement.

(iv) Capital expenditure

The balance of the total value of the capital expenditure as projected under the SYABAS Concession Agreement for development and upgrading of distribution system, asset management and replacement programme and NRW reduction programme is projected to be incurred progressively over the remaining period of the concession.

Puncak Niaga Holdings Berhad Annual Report 2012 314

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

24. GOODWILL (CONTINUED)

(a) SYABAS (continued)

(v) Discount rate

The discount rate used in the cash fl ow projections is 7% per annum.

(vi) Sensitivity to changes in assumptions

There are no reasonable possible changes in key assumptions which could cause the carrying value of goodwill on consolidation to exceed its recoverable amount.

(b) LUWEI and Luancheng

This goodwill arose from the acquisitions of 83% and 80% equity interest in LUWEI and Luancheng respectively which were completed on 19 August 2008 and 27 July 2009. However the goodwill for Luancheng has been fully impaired in fi nancial year 2011.

The recoverable amount of this CGU is determined based on fair value less costs to sell calculations using cash fl ow projections based on fi nancial budgets approved by management covering the entire Concession Period as disclosed in Note 5. Cash fl ow projections of more than fi ve (5) years is used as the directors are of the opinion that there are no reasonable possible changes in key assumptions which could cause the carrying value of goodwill on consolidation to exceed its recoverable amount.

Carrying amount of goodwill allocated to the Group’s CGU is as follows:

Water and Wastewater treatment and distribution of water 2012 2011 RM RM

Net carrying amount: At 1 January 3,470,154 7,219,936 Less: Impairment – (4,137,344) Add: Net exchange difference (78,759) 387,562

At 31 December 3,391,395 3,470,154

Annual Report 2012 Puncak Niaga Holdings Berhad 315

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

24. GOODWILL (CONTINUED)

(b) LUWEI and Luancheng (continued)

The following describes each key assumption on which management has based its cash fl ow projections to undertake impairment testing of goodwill:

(i) Tariff adjustment

The tariff adjustment used in the projection is based on stated applicable law in PRC. The Concession Agreement allows water tariffs to be adjusted subject to relevant approvals of the relevant authorities. These adjustments will consider factors affecting the operating costs.

(ii) Growth rate

The average daily throughput capacity is expected to increase gradually to full capacity for the period between fi nancial year 2013 and fi nancial year 2021. The water treatment plant is expected to maintain 100% throughput capacity starting from fi nancial year 2019 to the end of the concession period.

(iii) Discount rate

The discount rate used in the cash fl ow projection is 10% to 12.5% (2011: 10% to 11%) per annum.

(iv) Sensitivity to changes in assumptions

There are no reasonable possible changes in key assumptions which could cause the carrying value of goodwill on consolidation to exceed its recoverable amount.

In the previous fi nancial year, impairment loss was recognised to write down the carrying amount of goodwill attributed to Luancheng due to the protracted time to fi nalise the Concession Agreement.

(c) GOM Resources

This goodwill arose from the acquisition of 40% equity interest in GOM Resources which was completed on 30 June 2011.

The recoverable amount of this CGU is determined based on value-in-use calculations using cash fl ow projections based on fi nancial budgets approved by management. Cash fl ow projections of fi ve (5) years is used as the directors are of the opinion that there are no reasonable possible changes in key assumptions which could cause the carrying value of goodwill on consolidation to exceed its recoverable amount.

Puncak Niaga Holdings Berhad Annual Report 2012 316

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

24. GOODWILL (CONTINUED)

(c) GOM Resources (continued)

The following describes each key assumption on which management has based its cash fl ow projections to undertake impairment testing of goodwill:

(i) Budgeted gross margins and growth

Management determined budgeted gross margin and results based on its secured contracts and its expected order book in line with its expectations of relevant market development.

(ii) Discount rate

The discount rate used in the cash fl ow projection is 8% (2011: 11%) per annum.

(iii) Sensitivity to changes in assumptions

There are no reasonable possible changes in key assumptions which could cause the carrying value of goodwill on consolidation to exceed its recoverable amount.

25. TRADE AND OTHER RECEIVABLES

Group Company 2012 2011 2012 2011 RM RM RM RM

Current

Trade receivables Third parties 284,494,673 231,839,291 – – Amount due from State Government - free water (Note 25(f)) 24,621,810 11,670,038 – – Amount due from State Government - tariff compensation (Note 25(b)) – – – – Progress billings receivable 24,133,100 74,589,465 – –

333,249,583 318,098,794 – – Less: Allowance for impairment (Note 25(a)) (10,436,262) (6,617,704) – –

Trade receivables, net 322,813,321 311,481,090 – –

Annual Report 2012 Puncak Niaga Holdings Berhad 317

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

25. TRADE AND OTHER RECEIVABLES (CONTINUED)

Group Company 2012 2011 2012 2011 RM RM RM RM

Other receivables Advances and loans to staff 1,451,435 1,519,800 – – Amounts due from subsidiaries (Note 25(c)) – – 203,819,333 194,168,340 Advance to project contractors (Note 25(d)) 6,390,738 13,303,640 – – Interest receivable 3,486,372 3,787,230 146,526 184,395 Amount due from collection agencies 8,633,069 9,393,308 – – Sundry receivables 22,955,771 22,170,701 10,809,520 9,213,520 Deposits 9,176,821 9,126,212 192,737 192,736

52,094,206 59,300,891 214,968,116 203,758,991

Less: Allowance for impairment (Note 7(b)) (9,142,620) (9,142,903) (9,130,501) (9,130,501)

42,951,586 50,157,988 205,837,615 194,628,490

365,764,907 361,639,078 205,837,615 194,628,490

Non-current

Trade receivables Long-term receivables (Note 25(e)) 168,767,836 234,090,883 – – Amount due from State Government - tariff compensation (Note 25(b)) 2,334,992,912 1,311,051,925 – – Less: Allowance for impairment (Note 7(b)) (183,779,310) (75,259,744) – –

2,319,981,438 1,469,883,064 – –

Total trade and other receivables (current and non-current) 2,685,746,345 1,831,522,142 205,837,615 194,628,490 Add: Cash and bank balances (Note 31) 1,383,740,725 1,268,050,147 174,812,115 270,325,861 Short term funds (Note 29) – 36,281 – – Tax recoverable 1,514 639,110 – –

Total loans and receivables 4,069,488,584 3,100,247,680 380,649,730 464,954,351

Puncak Niaga Holdings Berhad Annual Report 2012 318

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

25. TRADE AND OTHER RECEIVABLES (CONTINUED)

(a) Trade receivables

Trade receivables are non-interest bearing and are generally on 30 days (2011: 30 days) terms. Other credit terms are assessed and approved on a case-by-case basis. The credit term for the amount due from State Government - tariff compensation is 90 days (2011: 90 days). They are recognised at their original invoiced amounts which represent their fair values on initial recognition.

The current trade receivables balance included an amount due from Serba Tiara amounting to RM75,300,000 (2011: RM62,750,000) in respect of the supply of bulk quantity of treated water to the State Government as disclosed in Note 25(e).

Ageing analysis of trade receivables

The ageing analysis of the Group’s trade receivables excluding the amount due from State Government - tariff compensation is as follows:

Group 2012 2011 RM RM

Neither past due nor impaired 478,539,826 396,748,222 1 to 30 days past due not impaired 35,249,769 78,771,104 31 to 154 days past due not impaired 18,495,702 88,213,259 155 to 365 days past due not impaired (40,704,140) (32,191,842) More than 365 days past due not impaired – 14,031,230 13,041,331 148,823,751 Impaired 10,436,262 6,617,704

502,017,419 552,189,677

Receivables that are neither past due nor impaired

The above trade receivables that are neither past due nor impaired are creditworthy debtors with good payment records with the Group.

None of the Group’s trade receivables that are neither past due nor impaired have been renegotiated during the fi nancial year.

Receivables that are past due but not impaired

The Group has trade receivables amounting to RM13,041,331 (2011: RM148,823,751) that are past due at the reporting date but not impaired.

Annual Report 2012 Puncak Niaga Holdings Berhad 319

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

25. TRADE AND OTHER RECEIVABLES (CONTINUED)

(a) Trade receivables (continued)

Receivables that are impaired

The Group’s trade receivables that are impaired at the reporting date and the movement of the allowance accounts used to record the impairment are as follows:

Group 2012 2011 RM RM

Individually impaired: Trade receivables–nominal amounts 10,436,262 6,617,704 Less: Allowance for impairment (10,436,262) (6,617,704)

– –

Movement in allowance accounts:

At 1 January 6,617,704 6,058,089 Reversal of impairment losses (Note 7(b)) (125,658) (518,244) (Utilisation)/Reversal of deposit from customers (Note 33(d)) 67,944 1,077,859 Impairment (Note 7(b)) 3,876,272 –

At 31 December 10,436,262 6,617,704

It is the subsidiary’s practice to offset the deposit received from customers with the outstanding due from customers.

The negative balance on the trade receivables more than 154 days past due not impaired arises from deposits placed with the subsidiary against the arrears owed. It is the subsidiary’s policy to offset the deposit received from water account holders with the outstanding due from water account holders if no payments received 3 months after disconnection notices sent to the water accounts holder.

(b) Amount due from the State Government - tariff compensation

This represents cumulative water tariff compensation receivable arising from the new water tariff as disclosed in Note 4.1(b) and Note 4.2. The water tariff compensation is reclassifi ed to long term receivable and impaired due to change in the estimated timeframe of collection.

Impairment allowance of RM108,519,566 (2011: RM75,259,744) was made in the current fi nancial year. The details are disclosed in Note 4.1(f). The movement of the allowance accounts used to record the impairment are as follows:

Puncak Niaga Holdings Berhad Annual Report 2012 320

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

25. TRADE AND OTHER RECEIVABLES (CONTINUED)

(b) Amount due from the State Government - tariff compensation (continued)

Movement in allowance accounts:

Group 2012 2011 RM RM

At 1 January 75,259,744 – Impairment (Note 7(b)) 108,519,566 75,259,744

At 31 December 183,779,310 75,259,744

(c) Amount due from subsidiaries

The amount due from subsidiaries are interest free, unsecured and repayable on demand.

(d) Advance to project contractors

Advance to project contractors represents advance made for the purchase of construction materials and will be repaid through contra against progress billings by the project contractors. The amount is unsecured and interest free.

(e) Long-term receivables - Serba Tiara

The long-term receivables represent an amount due from the State Government, in respect of the supply of bulk quantity of treated water supplied. On 3 February 2005, the State Government entered into a Novation Agreement with Serba Tiara, whereby Serba Tiara shall assume and take over the State Government’s obligations to pay to PNSB RM518.566 million in ten (10) annual installments commencing year 2006.

Group 2012 2011 RM RM

At 1 January 296,840,883 334,906,684 Long-term receivable repaid (62,750,000) (50,200,000) Accretion of interest on long-term receivable (Note 7(a)) 9,976,953 12,134,199

At 31 December (Note 25(a)) 244,067,836 296,840,883

Maturity of loans and receivables:

Due within 1 year included in trade receivables 75,300,000 62,750,000 Due more than 1 year 168,767,836 234,090,883

244,067,836 296,840,883

Annual Report 2012 Puncak Niaga Holdings Berhad 321

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

25. TRADE AND OTHER RECEIVABLES (CONTINUED)

(f) Amount due from the State Government - free water

This represents the amount due from State Government on the quantum of free water usage granted by State Government to certain of the Company’s water account holders.

26. OTHER CURRENT ASSETS

Group Company 2012 2011 2012 2011 RM RM RM RM

Amount due from customer on construction contract (Note 30) 2,028,361 905,996 – – Unbilled revenue (Note 4.1(j)) 237,253,922 74,780,225 – – Prepayments 10,435,185 13,073,418 217,098 86,217

249,717,468 88,759,639 217,098 86,217

27. INVENTORIES

Group 2012 2011 RM RM

Cost Water treatment chemicals 2,617,196 2,602,586 Spare parts and equipment 2,668,881 3,354,384 Fuel 503,907 1,182,273 Mild steel pipe – 2,344,500

5,789,984 9,483,743

During the year, the amount of inventories recognised in the income statement of the Group was RM45,063,286 (2011: RM37,127,803) and is included in the following line items:

Group 2012 2011 RM RM

Raw materials, consumables and maintenance 36,919,941 30,171,494 Cost of providing oil and gas services 8,143,345 6,956,309

45,063,286 37,127,803

Puncak Niaga Holdings Berhad Annual Report 2012 322

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

28. AVAILABLE-FOR-SALE INVESTMENTS

Group 2012 2011 Carrying Market Carrying Market amount value amount value RM RM RM RM

Unquoted At 1 January 9,408,793 – Addition 50,000,000 10,000,000 Fair value gain/(loss) 442,298 (591,207)

At 31 December 59,851,091 59,851,091 9,408,793 9,408,793

Company 2012 Carrying Market amount value RM RM

Unquoted At 1 January – Addition 50,000,000 Fair value gain 661,055

At 31 December 50,661,055 50,661,055

Available-for-sale investments represent fund placements in the RHB Asia Pacifi c MAQASID fund and Hong Leong Asset Management Bhd fund.

29. SHORT TERM FUNDS

Group 2012 2011 RM RM

At 1 January 36,281 35,231 Placement – 1,050 Withdrawal (36,281) –

At 31 December – 36,281

Short term funds represent fund placement in the Aiman Cash Fund.

Annual Report 2012 Puncak Niaga Holdings Berhad 323

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

30. GROSS AMOUNT DUE FROM/(TO) CUSTOMERS FOR CONSTRUCTION CONTRACTS

Group 2012 2011 RM RM

Construction contracts costs incurred to date 677,812,765 486,486,676 Attributable profi ts 38,996,819 15,870,246

716,809,584 502,356,922 Less: Progress billings (714,922,628) (501,450,926)

1,886,956 905,996

Presented as: Due from customers on construction contract (Note 26) 2,028,361 905,996 Due to customers on construction contract (Note 35) (141,405) –

1,886,956 905,996

31. CASH AND BANK BALANCES

Group Company 2012 2011 2012 2011 RM RM RM RM

Deposits with licensed banks 1,199,377,428 1,108,293,684 159,163,393 231,152,547 Cash and bank balances 184,363,297 159,756,463 15,648,722 39,173,314

1,383,740,725 1,268,050,147 174,812,115 270,325,861

Included in cash and bank balances of the Group is an amount of RM2,404,967 (2011: RM1,955,104), being deposits held in trust for water account consumer deposits.

Included in the deposits with licensed banks of the Group are monies of RM212,000,000 (2011: RM185,000,000), representing consumers’ deposits collected by SYABAS with effect from 1 January 2005 following the privatisation of water supply services in Selangor and the Federal Territories of Kuala Lumpur and Putrajaya.

Included in cash and bank balances of the Group, are monies of RM11,072 (2011: RM1,832) arising from government grant, which are only available for NRW works and not for other operational use. NRW refers to such part of the works undertaken by SYABAS for the purpose of reducing non-income generating unaccountable water loss.

Included in the deposits with licensed banks of the Group, are monies of RM1,948,328 (2011: RM1,896,052) arising from government grants.

Puncak Niaga Holdings Berhad Annual Report 2012 324

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

31. CASH AND BANK BALANCES (CONTINUED)

Included in cash and bank balances of the Group, are monies of RM195,861 (2011: RM40,509) arising from government loan of RM110 million for water supply mitigation programmes i.e. Selangor, Kuala Lumpur and Putrajaya.

Included in the deposits with licensed banks of the Group, are monies of RM22,045,940 (2011: RM18,500,000) arising from government loan of RM110 million.

Included in cash and bank balances of the Group are designated collection accounts amounting to RM65,242,177 (2011: RMNil) charged as security for borrowings as disclosed in Note 32(n) and Note 32(o).

The weighted average effective return applicable to deposits with licensed banks at the reporting date was 3.15% (2011: 3.17%) per annum.

Deposits of the Group and the Company with licensed banks have an average maturity of 28 days (2011: 58 days) and 29 days (2011: 30 days) respectively.

32. LOANS AND BORROWINGS

Group Company 2012 2011 2012 2011 RM RM RM RM

Current Secured: Government Support Loan 7,443,982 7,227,167 – – BAIDS 509,661,068 360,000,000 – – BAMTN 308,923,621 – USD36 million term loan 24,464,000 – – – USD31 million term loan – 98,223,500 – – Revolving credit 80,119,599 – – – Obligation under fi nance leases (Note 41(c)) 5,181,507 5,168,006 – –

935,793,777 470,618,673 – –

Unsecured: Lushan MOF Novated World Bank Loan 1,261,089 549,649 – –

1,261,089 549,649 – –

937,054,866 471,168,322 – –

Annual Report 2012 Puncak Niaga Holdings Berhad 325

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

32. LOANS AND BORROWINGS (CONTINUED)

Group Company 2012 2011 2012 2011 RM RM RM RM

Non-current Secured: Government Support Loan 32,077,131 39,521,114 – – BAIDS 507,330,176 656,379,299 – – BAMTN 1,751,470,108 2,049,007,301 – – RM410 million and RM250 million Term Loans 659,974,712 659,974,712 – – USD36 million term loan 79,508,000 – – – Government Loan RM320.8 million 320,800,000 320,800,000 – – Government Loan RM110.0 million 34,049,167 7,377,817 – – Obligation under fi nance leases (Note 41(c)) 11,085,333 11,966,556 – – RPS 618,472,322 611,593,249 – –

4,014,766,949 4,356,620,048 – –

Unsecured: RUBs 471,406,408 479,216,984 – – RCULS 24,308,682 22,477,060 – – JNA 198,872,139 173,981,676 – – Lushan MOF Novated World Bank Loan 9,379,412 8,665,306 – –

703,966,641 684,341,026 – –

4,718,733,590 5,040,961,074 – –

Total loans and borrowings 5,655,788,456 5,512,129,396 – –

Puncak Niaga Holdings Berhad Annual Report 2012 326

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

32. LOANS AND BORROWINGS (CONTINUED)

The remaining maturities of the loans and borrowings as at 31 December 2012 are as follows:

Group Company 2012 2011 2012 2011 RM RM RM RM

On demand or within one year 937,054,866 471,168,322 – – More than 1 year and less than 2 years 388,252,661 469,647,492 – – More than 2 years and less than 5 years 1,746,858,971 1,903,767,350 – – 5 years or more 2,583,621,958 2,667,546,232 – –

5,655,788,456 5,512,129,396 – –

The BAIDS, RUN, BAMTN, JNA and RUBs are further analysed as follows:

Group BAIDS 2012 2011 RM RM

Nominal value 1,020,000,000 1,020,000,000 Less: Yield to maturity * (15,085,005) (15,085,005)

Net proceeds 1,004,914,995 1,004,914,995 Redemption (180,000,000) (180,000,000) Issuance 180,000,000 180,000,000 Accreted fi nance cost 12,076,249 11,464,304

1,016,991,244 1,016,379,299

Group Company BAMTN RUBs 2012 2011 2012 2011 RM RM RM RM

Nominal value 2,125,000,000 2,125,000,000 435,000,000 435,000,000 Less: Yield to maturity * (125,176,289) (125,176,289) (19,704,683) (19,704,683)

Net proceeds 1,999,823,711 1,999,823,711 415,295,317 415,295,317 Accumulative accreted fi nance cost 60,570,018 49,183,590 56,111,091 63,921,667

2,060,393,729 2,049,007,301 471,406,408 479,216,984

Annual Report 2012 Puncak Niaga Holdings Berhad 327

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

32. LOANS AND BORROWINGS (CONTINUED)

Group JNA 2012 2011 RM RM

Nominal value 328,125,000 328,125,000 Accumulated gain on extinguishment of debt (Note 7(a)) (155,554,087) (155,554,087)

172,570,913 172,570,913

Accreted fi nance cost 26,301,226 1,410,763

198,872,139 173,981,676

(a) Government Support Loan

The Government Support Loan from the Federal Government in 1998 was to fi nance the construction of the Wangsa Maju Water Treatment Plant and its related facilities. It is secured on all money standing to the credit of the Special Project Account. The Government Support Loan was originally repayable in equal annual installments over a period of twenty (20) years commencing on 11 April 1999. Interest was originally accrued and payable to the Government at the fi xed rate of 8% per annum.

On 11 April 2004, the Federal Government restructured the Government Support Loan by reducing the interest rate to 3% per annum retrospectively and accordingly revised the repayment schedule of the loan.

(b) BAIDS/MCPs/MMTNs

On 12 October 2000, PNSB entered into several agreements with United Overseas Bank (Malaysia) Bhd and various parties to raise RM1,020,000,000 10-Year BAIDS and RM350,000,000 MCPs/MMTNs Issuance Facility. Subsequently, on 28 October 2000, PNSB issued the entire BAIDS and RM120,000,000 of the MCPs, the proceeds of which were utilised mainly to repay in full the Revolving Underwriting Facility of RM800,000,000 and Term Loan of RM300,000,000.

Puncak Niaga Holdings Berhad Annual Report 2012 328

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

32. LOANS AND BORROWINGS (CONTINUED)

(b) BAIDS/MCPs/MMTNs (continued)

On 19 October 2005, the holders of the BAIDS approved the proposed extension of the BAIDS with the following variations to the BAIDS:

(i) extension of the tenure of the BAIDS with a put and call option for redemptions attached, exercisable on the original maturity dates of the BAIDS as follows:

Nominal value Series RM Maturity dates

Series 1 180,000,000 From 27 October 2005 to 27 October 2015 Series 2 180,000,000 From 27 October 2006 to 27 October 2016 Series 3 180,000,000 From 27 October 2007 to 27 October 2011 Series 4 180,000,000 From 27 October 2008 to 27 October 2012 Series 5 150,000,000 From 27 October 2009 to 27 October 2013 Series 6 150,000,000 From 27 October 2010 to 27 October 2014

1,020,000,000

(ii) revision of the profi t payment in respect of the BAIDS for the extended tenures.

(iii) allowing PNSB to apply monies in the DSRA for undertaking certain forms of permitted investments.

PNSB has obtained the approval from the Securities Commission on 19 December 2005 to revise the tenure of the BAIDS.

The facilities for the BAIDS are secured by way of deposit of an aggregate sum in the DSRA equivalent to twelve (12) months projected payment obligations under the BAIDS that are outstanding at any point in time. PNSB is not entitled to withdraw any money from the DSRA without prior consent from the Security Trustee except on condition that the BAIDS have been fully redeemed. In addition, the facilities are also secured by fi xed charges over all assets of PNSB, the rights of PNSB under the Concession Agreements, construction contracts and project agreements undertaken by PNSB.

No dividend will be declared and paid by PNSB where inter-alia:

(a) the outstanding balance in the DSRA is less than 1.0 time of the aggregate quantum of the Issuer’s payment obligations under the BAIDS for a period of twelve (12) months commencing from the date on which the dividend is contemplated; or

(b) the Annual Debt Service Cover Ratio and the Forward Debt Service Cover Ratio are less than 1.7 times.

Annual Report 2012 Puncak Niaga Holdings Berhad 329

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

32. LOANS AND BORROWINGS (CONTINUED)

(b) BAIDS/MCPs/MMTNs (continued)

PNSB will also be required to maintain the following fi nancial ratios, which will be measured annually commencing on 31 December 2001:

(i) Interest Cover Ratio of at least 2.0 times;

(ii) Debt Equity Ratio of not more than 4.0 times; and

(iii) Annual Debt Service Cover Ratio of at least 1.25 times.

In 2011, Acqua acquired 100% of BAIDS from all bondholders.

In 2011 and 2012, PNSB had obtained indulgence from Acqua to extend the maturity dates for BAIDS Series 3 & 4 as follows:-

Nominal value Series RM Maturity dates

Series 3 180,000,000 From 27 October 2011 to 26 April 2013 Series 4 180,000,000 From 27 October 2012 to 26 April 2013

On 19 April 2013, PNSB had executed the Agreements for restructuring of the outstanding bonds comprising of BAIDs, RUBs and JNA with Acqua.

The revised extension of the tenors for BAIDs is sets out in Note 49(m).

(c) JNA

As per Note 21(a) Acqua has acquired the entire holdings of PNSB JNA from the Company. The terms remain unchanged save and except for the following:

(i) PNSB has agreed to amend, vary and replace Clause 6.9 of the JNA Subscription Agreement dated 5 September 2001 and between PNSB (as issuer); CIMB Investment Bank Berhad (as adviser); and the Company (as noteholders) (“PNSB Subscription Agreement”)

Puncak Niaga Holdings Berhad Annual Report 2012 330

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

32. LOANS AND BORROWINGS (CONTINUED)

(c) JNA (continued)

(ii) The JNA carries a coupon rate of 5.68% per annum and terms of the JNA are set out as follows:

Nominal Value Redemption date RM

18 November 2016 54,687,500 20 November 2017 109,375,000 20 November 2018 109,375,000 20 November 2019 54,687,500

Gross carrying amount 28,125,000 Gain on extinguishment of debts (Note 7(a)) (155,554,087) Accretion of interest 26,301,226

Fair value of the “New” JNA 198,872,139

Fair value is measured in accordance with MFRS 139. The fair value is computed based on the future cash outfl ows discounted using the current interest rate of similar fi nancial liability with similar terms as at 18 November 2011 obtainable from the bond market. This has given rise of a gain on extinguishment of debts of RM155,540,087 recognised in the income statement in the previous fi nancial year.

(d) BACP Programme/BAMTN Programme

On 19 September 2005, SYABAS entered into several agreements with a consortium of banks comprising BIMB, CIMB Bank, CIMB and HSBC in respect of the issue of up to RM200 million nominal value BACP Programme and up to RM3 billion nominal value BAMTN Programme.

On 30 September 2005, SYABAS completed the fi rst issuance of the BAMTN with an aggregate nominal value of RM1.03 billion comprising:

(i) An eight-year RM310 million nominal value tranche;

(ii) A nine-year RM200 million nominal value tranche;

(iii) A ten-year RM200 million nominal value tranche; and

(iv) An eleven-year RM320 million nominal value tranche.

The BAMTN issued on 30 September 2005 will mature beginning 30 September 2013 and on an annual basis, for each series issued. Redemptions will be made at nominal value. The fi rst series amounting to RM310 million has been reclassifi ed to current liabilities as it will mature on 30 September 2013.

Annual Report 2012 Puncak Niaga Holdings Berhad 331

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

32. LOANS AND BORROWINGS (CONTINUED)

(d) BACP Programme/BAMTN Programme (continued)

On 18 May 2007, SYABAS further issued BAMTN with an aggregate nominal value of RM365 million, which will mature beginning 18 May 2017 and on an annual basis, for each series issued as follows:

(i) A ten-year RM125 million nominal value tranche;

(ii) An eleven-year RM120 million nominal value tranche;

(iii) A twelve-year RM120 million nominal value tranche; and

On 20 February 2008, SYABAS issued BAMTN with an aggregate nominal value of RM230 million, which will mature beginning 20 February 2020 and on an annual basis, for each series issued as follows:

(i) A twelve-year RM70 million nominal value tranche;

(ii) A thirteen-year RM60 million nominal value tranche;

(iii) A fourteen-year RM50 million nominal value tranche; and

(iv) A fi fteen-year RM50 million nominal value tranche.

On 31 October 2008, SYABAS further issued BAMTN with an aggregate nominal value of RM500 million, which will mature beginning 31 October 2016 and on an annual basis, for each series issued as follows:

(i) An eight-year RM125 million nominal value tranche;

(ii) A ten-year RM125 million nominal value tranche;

(iii) A twelve-year RM125 million nominal value tranche; and

(iv) A fi fteen-year RM125 million nominal value tranche.

SYABAS is required to maintain the following fi nancial ratios:

(i) Debt to Equity Ratio of not more than 75:25 from 2005 to 2008, both years inclusive and not more than 70:30 from and including 2009 until the expiry of the BAMTN Programme; and

(ii) Finance Service Cover Ratio of not less than 1.25 times from 2005 to 2008, both years inclusive and not less than 1.50 times from and including 2009 until the expiry of the BAMTN Programme.

Puncak Niaga Holdings Berhad Annual Report 2012 332

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

32. LOANS AND BORROWINGS (CONTINUED)

(d) BACP Programme/BAMTN Programme (continued)

BACP/BAMTN are sharing the same securities as listed in Note 32(e). In addition, the BACP/BAMTN are also secured by way of the rights over the Escrow Account and the monies standing to the credit thereof.

SYABAS is restricted from declaring and paying any dividends, whereupon:

(i) an Event of Default has occurred, is continuing and has not been waived, or if following such payment or distribution an Event of Default would occur; or

(ii) the Finance Service Cover Ratio is breached or will be breached if calculated immediately following such payment or distribution; or

(iii) the Debt to Equity Ratio is breached or will be breached if calculated immediately following such payment or distribution; or

(iv) the balance outstanding to the credit of the DSRA both before and after the payment is less than the Minimum Required Balance;

provided that conditions (ii) and (iv) shall not be applicable to dividends paid on RPS from year 2015 onwards.

The effective interest rates per annum of this borrowing at the reporting date range between 5.00% to 8.24% per annum (2011: 5.00% to 8.24% per annum).

(e) RM410 million and RM250 million Term Loans

SYABAS obtained Term Loan facilities of up to RM410 million and RM250 million from BPMB to part fi nance the capital expenditure and the Non-Revenue Water reduction programmes (including the operation, maintenance, development and upgrading of the water distribution system over a period of thirty (30) years) respectively.

These Term Loan are repayable as follows from the date of the fi rst drawdown:

RM410 million RM250 million Term Loan Term Loan RM RM

Month 204 (17 years) 73,240,000 50,000,000 Month 216 (18 years) 77,380,000 50,000,000 Month 228 (19 years) 81,750,000 50,000,000 Month 240 (20 years) 86,370,000 50,000,000 Month 252 (21 years) 91,260,000 50,000,000

410,000,000 250,000,000

Annual Report 2012 Puncak Niaga Holdings Berhad 333

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

32. LOANS AND BORROWINGS (CONTINUED)

(e) RM410 million and RM250 million Term Loans (continued)

The above Term Loans are secured via the following:

- A debenture incorporating fi xed and fl oating charges over all present and future assets of SYABAS, both movable and immovable;

- Assignment of all rights, titles and benefi ts under the SYABAS Concession Agreement;

- Assignment of all contractual rights, titles and benefi ts under the Construction Contract (excluding the performance bonds); and

- Assignment over the Designated Accounts (Collection Account, Operating Account, BPMB Disbursement Account, DSRA and Land Use Charges Reserve Account).

Interest is payable annually at the rate of 5.65% (2011: 5.65%) per annum.

(f) RUBs

During the fi nancial year ended 31 December 2006, PNSB restructured RM320,000,000 shareholders’ advances owing to the Company into a new marketable security via the issuance of RM435,000,000 nominal value of RUBs to the Company.

Following the above, the Company sold the RUBs to ATSB for a total consideration of RM418,969,134 (excluding debt issuance expenses), satisfi ed via a cash consideration of RM132,719,134 and the balance being satisfi ed via the issuance of 286,250,000 preference shares with par value of RM0.01 in ATSB at an issue price of RM1.00 each. The disposal of the RUBs to ATSB effectively resulted in the Group raising additional borrowings of RM418,969,134 on initial recognition, which will be subsequently measured at amortised cost using the effective interest method.

The maturity date of the RUBs is ten (10) years from the issue date. The RUBs shall bear the following coupon rate payable semi-annually in arrears on the amounts outstanding:

From issue date to Year 5 : 5.50% per annum After Year 5 to Year 10 : 11.00% per annum

Unless previously redeemed, purchased and cancelled, the RUBs shall be redeemed by the issuer at par or at its respective nominal value on the maturity date.

Puncak Niaga Holdings Berhad Annual Report 2012 334

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

32. LOANS AND BORROWINGS (CONTINUED)

(g) RCULS

On 23 February 2006, SYABAS entered into a Subscription Agreement with the Company and KDEB in relation to the issue of up to RM1,045 million nominal value of RCULS by SYABAS. The RCULS will be issued progressively to the Company and KDEB over the next four (4) years from 2006 to 2009 to fi nance the operations and capital expenditure requirements of SYABAS under SYABAS Concession Agreement. The commitment by the Company and KDEB to subscribe for the RCULS were up to RM731.5 million (70%) and RM313.5 million (30%) respectively and KDEB’s portion of the commitment were subsequently varied pursuant to a Deed of Ratifi cation and Accession dated 22 January 2009 given by Kumpulan Perangsang Selangor Berhad in favour of the Company and KDEB to 15% each between KDEB and Kumpulan Perangsang Selangor Berhad.

In the event that any party is unable to subscribe for its portion of the relevant RCULS in full on the issue date, the other party shall thereupon be entitled, but not obliged to subscribe for all, or a portion only, of such RCULS as are unable to be subscribed for. SYABAS had on 9 March 2006 issued RM135.0 million of the RCULS to the Company. Interest at the rate of 7% per annum on the nominal value of the RCULS is payable by SYABAS to the RCULS holders.

On 22 May 2007 and 29 May 2007, SYABAS issued a further RM77 million and RM33 million of RCULS to the Company and KDEB respectively.

The RCULS will be redeemed in full by SYABAS on the 21st anniversary of the fi rst issue date at their nominal value.

Each RCULS holder is entitled to exercise its conversion rights to convert the RCULS into new shares in SYABAS at the Conversion Price of RM1.00 payable for every new share to be issued pursuant to the conversion of the RCULS or such other price as may be agreed between SYABAS and the relevant RCULS holder prior to the Conversion Date.

Until the RCULS have been redeemed or converted into shares of SYABAS, SYABAS shall pay to the RCULS holders, coupon on the nominal value of the RCULS outstanding at a fi xed rate of 7% per annum. The RCULS are regarded as compound instruments, consisting of a liability component and an equity component.

The proceeds received from the issue of the RCULS to KDEB have been split between the liability component and equity component, representing the fair value of the conversion option. The RCULS issued to KDEB are accounted for in the statement of fi nancial position of the Group as follows:

Annual Report 2012 Puncak Niaga Holdings Berhad 335

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

32. LOANS AND BORROWINGS (CONTINUED)

(g) RCULS (continued)

Group 2012 2011 RM RM

Liability component Nominal value of RCULS 33,000,000 33,000,000 Equity component, net of deferred taxation (held by non-controlling interest) (Note 38) (13,130,387) (13,130,387) Deferred taxation (4,376,796) (4,376,796)

Liability component as at date of issuance 15,492,817 15,492,817 Accretion of fi nance costs 8,815,865 6,984,243

Liability component as at 31 December (held by non-controlling interest) 24,308,682 22,477,060

(h) Lushan MOF Novated World Bank Loan

This is the loan granted to the PRC government by the World Bank to fund the Water Supply Project in Henan Province, which was novated to LUWEI to fi nance the construction of a water treatment plant and upgrading of existing pipe network. The total loan amount is USD3,830,000 subject to actual drawdown amount approved by the local PRC government. The loan is unsecured and is repayable quarterly commencing on 31 December 2011 and ending on 31 March 2020.

(i) Government Loan RM320.8 million

On 16 December 2009, SYABAS had entered into a Government Loan Agreement with the Federal Government in respect of a loan facility of RM320.8 million (“Government Loan”) granted to SYABAS by the Federal Government.

The salient terms of the Government Loan Agreement are as follows:

i) Facility Amount : RM320.8 million.

ii) Purpose of Loan : Payment for water purchased from the water treatment operators namely, PNSB, ABASS and SPLASH.

iii) Repayment : The Facility Amount to be repayable over sixteen (16) years beginning on the fi fth (5th) year from fi rst (1st) drawdown i.e. grace period of four (4) years.

iv) Default Interest : Eight percent (8.00%) per annum on any overdue principal repayment amount.

Puncak Niaga Holdings Berhad Annual Report 2012 336

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

32. LOANS AND BORROWINGS (CONTINUED)

(i) Government Loan RM320.8 million (continued)

The salient terms of the Government Loan Agreement are as follows: (continued)

v) Events of Default : The Federal Government has the right to call on an event of default without securing or referring to the existing Noteholders and Lenders of SYABAS.

vi) Other Terms : As privately agreed with the Federal Government.

The Government Loan was fully utilised by SYABAS to pay water treatment operators, namely, PNSB, ABASS and SPLASH for water purchased.

(j) Government Loan RM110 million

On 17 October 2011, SYABAS had entered into a Loan Facility Agreement and Deed of Assignment with the Federal Government in respect of a loan facility of RM110.0 million (“Government Loan”) granted to SYABAS by the Federal Government.

The salient terms of the Government Loan Agreement are as follows:

i) Facility Amount : RM110.0 million.

ii) Purpose of Loan : To fi nance capital expenditure works on old pipe replacement project and upgrading of water supply system project.

iii) Tenure : Twenty (20) years.

iv) Drawdown period : Year RM

2011 18,500,000 2012 63,000,000 2013 28,500,000

110,000,000

During the year, SYABAS has drawndown RM58,046,000 from this Facility. The balance will be obtained during the third drawdown in 2013.

Annual Report 2012 Puncak Niaga Holdings Berhad 337

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

32. LOANS AND BORROWINGS (CONTINUED)

(j) Government Loan RM110 million (continued)

The salient terms of the Government Loan Agreement are as follows: (continued)

2012 2011 RM RM

At 1 January 7,377,817 – Drawdown during the year 58,046,000 18,500,000 Effect of adoption MFRS 120 (Note 36(c)) (33,377,470) (11,174,680) Accretion of fi nance costs 1,936,452 52,497 Borrowing costs capitalised 66,368 –

At 31 December 34,049,167 7,377,817

v) Repayment : The Facility amount to be repayable over eighteen (18) years, commencing on the third (3rd) year from the fi rst drawdown date.

Year RM per annum

2014 - 2019 550,000 2020 - 2023 1,100,000 2024 - 2027 1,650,000 2028 13,200,000 2029 22,000,000 2030 27,500,000 2031 33,000,000

vi) Special Loan Account : Deed of Assignment over a Special Loan Account and the credit balances and Security therein.

vii) Interest : Three percent (3.0%) per annum.

viii) Default Interest : Five percent (5.0%) per annum on any overdue principal repayment amount.

ix) Other Terms : As privately agreed with the Federal Government.

Puncak Niaga Holdings Berhad Annual Report 2012 338

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

32. LOANS AND BORROWINGS (CONTINUED)

(k) Obligation under fi nance leases

These obligations are secured by a charge over the leased assets (Note 14). The average discount rate implicit in the leases is 2.97% per annum (2011: 3.01% per annum).

(l) RPS

On 6 May 2005, SYABAS entered into a Subscription Agreement with the MOF in relation to the subscription of 655 million RPS to be issued by SYABAS at a total subscription price of RM655 million. MOF has agreed to subscribe for a total of 655 million RPS of RM0.01 each of SYABAS, to be issued at an issue price of RM1.00 per RPS (a premium of RM0.99 per RPS) within a period of four (4) years, commencing from year 2007 until 2011. The RPS is not convertible into ordinary shares of SYABAS but may be redeemed by SYABAS commencing on 31 December 2021 until 31 December 2025 in fi ve (5) equal tranches of RM131 million nominal value for each of the years.

The subscriptions of the total number of 655 million RPS of RM0.01 each of SYABAS shall be made as follows:

Subscription Period Subscription Number of Price RPS

15 January 2007 to 14 January 2008 125,400,000 125,400,000 15 January 2008 to 14 January 2009 184,200,000 184,200,000 15 January 2009 to 14 January 2010 213,800,000 213,800,000 15 January 2010 to 14 January 2011 131,600,000 131,600,000

655,000,000 655,000,000

2012 2011 RM RM

At 1 January 611,593,249 605,211,919 Accretion of fi nance costs (Note 11) 6,879,073 6,381,330

At 31 December 618,472,322 611,593,249

On 8 May 2007, SYABAS issued 125.4 million of RPS of RM0.01 each at an issue price of RM1.00 per RPS (a premium of RM0.99 per RPS) to MOF.

On 11 March 2008, SYABAS has further issued 184.2 million RPS of RM0.01 each at an issue price of RM1.00 per RPS (a premium of RM0.99 per RPS) to MOF.

On 30 March 2009, SYABAS has further issued 213.8 million RPS of RM0.01 each at an issue price of RM1.00 per RPS (a premium of RM0.99 per RPS) to MOF.

Annual Report 2012 Puncak Niaga Holdings Berhad 339

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

32. LOANS AND BORROWINGS (CONTINUED)

(l) RPS (continued)

On 26 March 2010, SYABAS has further issued 131.6 million RPS of RM0.01 each at an issue price of RM1.00 per RPS (a premium of RM0.99 per RPS) to MOF.

Each RPS shall confer on its holder(s) the following rights:

(i) A fi xed cumulative net dividend of 3% per annum on each RPS, payable in cash on a date falling in the fi nancial year ending not earlier than 31 December 2015 (which date is to be determined at the sole discretion of SYABAS), out of profi ts of SYABAS available for distribution in respect of each fi nancial year or other accounting period of SYABAS prior to such date provided always that no dividend shall be declared or be due and payable except in accordance with the priority of payments set out in the Assignment and Charge I dated 19 January 2005 between SYABAS and the Security Agent.

Net dividend declared for each fi nancial year from the date of issue up to the fi nancial year ending 31 December 2014 shall, once declared be payable in 11 equal installments commencing in the year 2015 and ending in the year 2025. Such installment shall be in addition to the payment of any net dividend declared for the relevant fi nancial year 31 December 2015 and any financial year thereafter.

(ii) Each RPS shall not confer on the holder thereof any right to participate on a return in excess on liquidation, winding up or otherwise of SYABAS, other than redemption, up to the paid-up value of RM1 for each RPS with a par value of RM0.01 and a premium of RM0.99.

(iii) The RPS shall carry no right to receive notice of or to attend or vote at any general meeting of SYABAS other than on a resolution to amend or vary the rights of holders of the RPS.

(iv) SYABAS shall redeem each RPS on the following dates and in the following proportions:

Date RM

31 December 2021 131,000,000 31 December 2022 131,000,000 31 December 2023 131,000,000 31 December 2024 131,000,000 31 December 2025 131,000,000

655,000,000

(v) No RPS shall be convertible into ordinary shares of SYABAS.

(vi) The RPS shall not be transferable in whole or in part and they shall not be listed in Bursa Securities or any other stock exchange.

Puncak Niaga Holdings Berhad Annual Report 2012 340

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

32. LOANS AND BORROWINGS (CONTINUED)

(l) RPS (continued)

The RPS shall rank ahead of all other shares issued or to be issued by SYABAS, be it preference, ordinary or otherwise. In addition, SYABAS shall ensure that all advances or loans from shareholders of SYABAS shall, to the extent permissible by law, rank behind the RPS in terms of payment in a winding-up of SYABAS.

(m) USD31 million term loan

POG obtained a short term loan of USD31 million to part fi nance the acquisition of the remaining 60% interest in GOM Resources and KGL respectively as disclosed in Note 18(d) and Note 18(e).

The above term loan is secured via the following:

- Charge over all KGL Ltd and GOM Resources shares owned by POG;

- Debenture incorporating a fi xed and fl oating charge over all present and future assets of POG; and

- Corporate guarantee from the Company for USD31 million together will interest thereon.

The loan was repayable on 27 October 2011 but has been extended, on a monthly basis, to 27 April 2012. Interest is payable monthly at the rate of 1.75% above one month’s cost of funds. The term loan was fully settled on the repayment due date.

(n) USD36 million term loan

KGL had during the year secured a syndicated term loan facility of USD36 million from two local licensed banks. The loan had been drawndown in April 2012. The facility was originally for a period of six (6) months from the date of fi rst drawing on the facility.

On 14 March 2012, the two local licensed banks have approved to extend the tenure of the facility to fi ve (5) years. The principal is repayable on a quarterly basis and the interest is payable on a quarterly at rate of 2.0% above cost of funds.

The above term loan is secured via the following:

(i) First ship mortgage over KGL’s barge vessel;

(ii) Assignment of all the present and future rights, title and interests in and under the charter contracts of the barge vessel;

(iii) Assignment of all the Designated Collection Accounts of KGL (Note 31);

Annual Report 2012 Puncak Niaga Holdings Berhad 341

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

32. LOANS AND BORROWINGS (CONTINUED)

(n) USD36 million term loan (continued)

(iv) All insurances in relation to the barge vessel;

(v) Any requisition compensation paid or payable by KGL;

(vi) Debenture over all fi xed and fl oating assets of KGL; and

(vii) Corporate guarantee from the Company.

(o) Revolving credit

During the current fi nancial year, a subsidiary of POG, GOM Resources had secured syndicated credit facilities from two local licensed banks. The facilities are secured via the following:

(i) Assignment of all the present and future rights, title, benefi t and interest in and under the project contracts of GOM Resources;

(ii) Debentures over the fi xed and fl oating assets of GOM Resources;

(iii) Assignment of the designated collection accounts of GOM Resources (Note 31); and

(iv) Corporate guarantee by the Company.

(p) Effective interest rates

The effective interest rates per annum applicable to the borrowings at the reporting date were as follows:

Effective interest rate per annum 2012 2011 % %

Group Government Support Loan 3.00 3.00 BAIDS 5.00 - 5.60 5.00 - 5.60 JNA 5.68 5.68 BAMTN 5.00 - 8.24 5.00 - 8.24 RM410 million and RM250 million Term Loans 5.65 5.65 RUBs 8.25 8.25 RCULS 8.02 - 8.50 8.02 - 8.50 Lushan MOF Novated World Bank Loan 1.38 1.38 USD31 million term loan – 3.35 USD36 million term loan 3.35 - 4.05 – Revolving credit 3.25 – Obligation under fi nance leases 2.97 3.01

Puncak Niaga Holdings Berhad Annual Report 2012 342

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

33. TRADE AND OTHER PAYABLES

Group Company 2012 2011 2012 2011 RM RM RM RM

Current Trade payables Third parties 662,283,488 489,472,586 – – Amounts due to contractors 59,657,082 39,490,131 – –

721,940,570 528,962,717 – –

Other payables Amount due to a subsidiary – – 216,425,009 249,260,364 Finance cost payable 127,175,241 117,349,151 – – Deposit from water consumers (Note 33(d)) 425,812,350 403,239,351 – – Accruals (Note 33(c)) 285,075,052 337,739,795 650,500 612,251

838,062,643 858,328,297 217,075,509 249,872,615

1,560,003,213 1,387,291,014 217,075,509 249,872,615

Non-current Trade payables Third parties 1,571,571,675 1,102,557,144 – –

Other payables Long-term payable (Note 33(e)) 6,529,733 8,162,167 – – Accruals (Note 33(f)) 268,916,089 114,721,344 – –

275,445,822 122,883,511 – –

Less: Adjustment (Note 7(a), Note 33(f)) (23,801,845) (19,680,001) – –

251,643,977 103,203,510 – –

1,823,215,652 1,205,760,654 – –

Total trade and other payables 3,383,218,865 2,593,051,668 217,075,509 249,872,615 Add: Loan and borrowings (Note 32) 5,655,788,456 5,512,129,396 – –

Total fi nancial liabilities carried at amortised cost 9,039,007,321 8,105,181,064 217,075,509 249,872,615

Annual Report 2012 Puncak Niaga Holdings Berhad 343

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

33. TRADE AND OTHER PAYABLES (CONTINUED)

(a) Trade payables

These amounts are non-interest bearing. Trade payables are normally settled on 30-90 days (2011: 30-90 days) terms.

Included within the trade payables is an amount of RM2,018,592,734 (2011: RM1,525,365,656) payable by SYABAS to its external water suppliers. These amounts are under litigation as disclosed in Note 50(d) and Note 50(f) respectively.

(b) Amount due to a subsidiary

This amount is unsecured, non-interest bearing and is repayable on demand.

(c) Accruals

Included in accruals of the Group is an amount of RM21,200 (2011: RM42,400), which is amount due to a subsidiary of CPMSB, a substantial corporate shareholder of the Company.

(d) Deposit from water consumers

Group 2012 2011 RM RM

As at 1 January 403,239,351 380,325,879 Addition during the year 48,924,720 47,589,047 Transfer (from) trade receivables (Note 25(a)) (67,944) (1,077,859) Refund (26,291,362) (23,586,082) Bad debt reversal/(written off) 7,585 (11,634)

As at 31 December 425,812,350 403,239,351

(e) Long-term payable

This refers to the interests payable pursuant to the Supplemental Agreement to the Government Support Loan Agreement. The interest payable as at 11 April 2004 is to be paid over a period of one hundred and forty four (144) months commencing April 2005.

Puncak Niaga Holdings Berhad Annual Report 2012 344

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

33. TRADE AND OTHER PAYABLES (CONTINUED)

(e) Long-term payable (continued)

Long-term payable is analysed as follows:

Group 2012 2011 RM RM

Analysed as: Current 1,632,433 1,632,433

Non-current: Later than 1 year but not later than 2 years 1,632,433 1,632,433 Later than 2 years but not later than 5 years 4,897,300 6,529,734

6,529,733 8,162,167

8,162,166 9,794,600

(f) Adjustment for changes in estimate

In the previous fi nancial year ended 31 December 2011, SYABAS revised its estimates of cash outfl ows for payments to its trade payables resulting from the Court of Appeal’s decision on the SPLASH (Kuala Lumpur High Court Civil Suit No. D-22ND-398-2009) litigation (see Note 50(d)). SYABAS anticipates that the total amount outstanding to its third parties trade payables of RM2,018,592,734 (2011: RM1,525,365,656) is likely to be paid in the following timeframe:

Within next 13 - 36 12 months months RM RM

As at 31 December 2012 Trade payables carried at amortised cost 447,021,059 1,571,571,675 Accruals – 268,916,089

Within next 13 - 24 12 months months RM RM

As at 31 December 2011 Trade payables carried at amortised cost 422,808,512 1,102,557,144 Accruals – 114,721,344

Annual Report 2012 Puncak Niaga Holdings Berhad 345

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

33. TRADE AND OTHER PAYABLES (CONTINUED)

(f) Adjustment for changes in estimate (continued)

Arising from the revision in the estimates of cash fl ows, the previous amounts carried at amortised cost have been adjusted as follows:

Trade payables Other payables carried at carried at amortised cost amortised cost Total RM RM RM

As at 31 December 2012 Amortised carrying amount before revision 1,571,571,675 268,916,089 1,840,487,764 Adjustment for changes in estimate recognised in profi t or loss (Note 7(a)) (210,310,130) 186,508,285 (23,801,845)

Amortised carrying amount after revision 1,361,261,545 455,424,374 1,816,685,919

As at 31 December 2011 Amortised carrying amount before revision 1,102,557,144 114,721,344 1,217,278,488 Adjustment for changes in estimate recognised in profi t or loss (Note 7(a)) (139,180,927) 119,500,926 (19,680,001)

Amortised carrying amount after revision 963,376,217 234,222,270 1,197,598,487

34. PROVISION FOR RETIREMENT BENEFITS

The Group operates unfunded, defi ned benefi t Retirement Benefi t Schemes (the “Scheme”) for its eligible employees.

SYABAS’s and PNSB’s eligible employees are entitled to retirement benefi ts of either 0.5 or 1.25 month of their fi nal salary for every year of service with the respective companies on the attainment of their retirement age of 56 (age of 60 effective 1 January 2013) or voluntary retirement age of 50.

Movement of provision of retirement benefi ts is as follows:

Group 2012 2011 RM RM

At 1 January 22,759,570 20,763,875 Add: Provision for the year (Note 9) 4,356,101 4,030,312 Add: Recognition of actuarial differences 1,386,219 – Less: Payment made during the year (3,006,280) (2,034,617)

At 31 December 25,495,610 22,759,570

Puncak Niaga Holdings Berhad Annual Report 2012 346

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

34. PROVISION FOR RETIREMENT BENEFITS (CONTINUED)

Group 2012 2011 RM RM

Maturity of provision: Not later than 1 year 324,408 2,283,854 Later than 1 year but not later than 2 years 331,464 3,269,880 Later than 2 years 24,839,738 17,205,836

25,495,610 22,759,570

Current service cost 3,006,666 2,751,615 Interest cost 1,349,436 1,278,697

Total 4,356,102 4,030,312

The principal actuarial assumptions used are as follows:

Group 2012 2011 % %

Discount rate 6.00 6.50 Rate of compensation increase 6.00 6.00

35. OTHER CURRENT LIABILITIES

Group 2012 2011 RM RM

Amount due to customer on construction contract (Note 30) 141,405 –

Annual Report 2012 Puncak Niaga Holdings Berhad 347

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

36. GOVERNMENT GRANT

(a) A government grant of RM250,000,000 was received by SYABAS in consideration of SYABAS performing its obligations under the SYABAS Concession Agreement. This grant is used solely for the purpose of fi nancing the costs and expenditure of the NRW. NRW refers to such part of the works undertaken by SYABAS for the purpose of reducing non-income generating unaccountable water loss.

Group 2012 2011 RM RM

Net carrying amount At 1 January 226,832,424 231,031,985 Less: Amortisation (Note 7(a)) (5,378,552) (4,199,561)

At 31 December 221,453,872 226,832,424

(b) On 26 March 2010, SYABAS has completed the RPS issuance of RM131.6 million by issuing 131.6 million units of RPS with a nominal value of RM0.01 each at an issue price of RM1.00 per RPS (a premium of RM0.99 per RPS) to MOF for cash consideration of RM131.6 million. MFRS 120 requires the benefi t of the government loan at a below- market rate of interest to be treated as government grants. RM54,309,571 being the difference between the amount received and the present value of estimated cash fl ows discounted at market interest rate is accounted for as government grants.

Group 2012 2011 RM RM

Net carrying amount At 1 January 47,973,455 51,594,093 Less: Amortisation (Note 7(a)) (3,620,638) (3,620,638)

At 31 December 44,352,817 47,973,455

(c) On 17 October 2011, SYABAS had entered into a Loan Facility Agreement and Deed of Assignment with the Federal Government in respect of a loan facility of RM110.0 million granted to the Company by the Federal Government.

During the year, SYABAS had a second drawdown of RM58,046,000 from this Facility. MFRS 120 requires the benefi t of the government loan at a below-market rate of interest to be treated as government grants. RM33,377,740 (2011: RM11,174,680) being the difference between the amount received and the present value of estimated cash fl ows discounted at market interest rate is accounted for as government grants.

Puncak Niaga Holdings Berhad Annual Report 2012 348

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

36. GOVERNMENT GRANT (CONTINUED)

(c) (continued)

Group 2012 2011 RM RM

Net carrying amount At 1 January 11,128,120 – Add: Effect of adoption of MFRS 120 (Note 32(j)) 33,377,470 11,174,680 Less: Amortisation (Note 7(a)) (1,802,383) (46,560)

At 31 December 42,703,207 11,128,120

Total net carrying amount (a) + (b) + (c) 308,509,896 285,933,999

37. DEFERRED TAX

Deferred income tax as at 31 December relates to the following:

As at Recognised As at 31 Recognised As at 1 January Acquisition in profit Recognised December in profit Recognised 31 December 2011 of subsidiary or loss in Equity 2011 or loss in Equity 2012 RM RM RM RM RM RM RM RM

Group

Deferred tax liabilities: Loans and borrowings – – (38,535,831) – (38,535,831) 6,222,616 (32,313,215) Trade payable – – (10,145,744) – (10,145,744) (18,769,144) – (28,914,888) Interest receivable (10,538,094) – (2,951,572) – (13,489,666) (3,201,491) – (16,691,157) Service concession assets (1,502,210,090) – (19,011,935) – (1,521,222,025) (93,692,957) – (1,614,914,982) Revaluation reserve – – – (23,029,316) (23,029,316) 668,471 – (22,360,845) Fair value adjustments on acquisitions of subsidiaries (1,852,232) – 171,194 – (1,681,038) 157,451 – (1,523,587) Others 68,652 – 2,774,155 – 2,842,807 (2,958,057) – (115,250)

(1,514,531,764) – (67,699,733) (23,029,316) (1,605,260,813) (111,573,111) – (1,716,833,924)

Annual Report 2012 Puncak Niaga Holdings Berhad 349

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

37. DEFERRED TAX (CONTINUED)

Deferred income tax as at 31 December relates to the following:

As at Recognised As at 31 Recognised As at 1 January Acquisition in profit Recognised December in profit Recognised 31 December 2011 of subsidiary or loss in Equity 2011 or loss in Equity 2012 RM RM RM RM RM RM RM RM

Deferred tax assets: Tax losses 571,271,270 – 105,468,577 – 676,739,847 (42,523,035) – 634,216,812 Property, plant and equipment 187,606,323 (129,000) 41,905,810 – 229,383,133 17,520,207 – 246,903,340 Service concession obligations 1,108,018,313 – (31,491,552) – 1,076,526,761 87,633,157 – 1,164,159,918 RCULS 4,516,082 – 3,381,652 – 7,897,734 3,659,397 – 11,557,131 Trade receivables 1,514,521 – 24,180,586 – 25,695,107 38,620,834 – 64,315,941 Reinvestment allowance 35,359,632 – (35,359,632) – – – – – Other payables 5,791,731 – 8,437,592 – 14,229,323 6,359,194 – 20,588,517 Provision for retirement benefi ts – – – – – – 346,556 346,556 Exchange difference – – – – – 674,184 – 674,184

1,914,077,872 (129,000) 116,523,033 – 2,030,471,905 111,943,938 346,556 2,142,762,399

399,546,108 (129,000) 48,823,300 (23,029,316) 425,211,092 370,827 346,556 425,928,475

Company

Deferred tax liabilities: Interest receivable (10,538,094) – (2,951,572) – (13,489,666) (3,201,491) – (16,691,157) Property, plant and equipment – – – (3,027,220) (3,027,220) (1,820,745) – (4,847,965) Others – – – – – (98,406) – (98,406)

(10,538,094) – (2,951,572) (3,027,220) (16,516,886) (5,120,642) – (21,637,528)

Puncak Niaga Holdings Berhad Annual Report 2012 350

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

37. DEFERRED TAX (CONTINUED)

Group Company 2012 2011 2012 2011 RM RM RM RM

Presented after appropriate offsetting as follows: Deferred tax assets 2,142,762,399 2,030,471,905 – – Deferred tax liabilities (1,716,833,924) (1,605,260,813) (21,637,528) (16,516,886)

425,928,475 425,211,092 (21,637,528) (16,516,886)

Deferred tax assets are recognised for unabsorbed capital allowances, unutilised tax losses and unutilised reinvestment allowances carried forward to the extent that the realisation of the related tax benefi t through the future taxable profi ts is available. The directors are of the opinion that the Group will be able to reduce tax payable in view of future profi ts and benefi ts accruing to the Group from the existing water concessions which have been awarded to the Group (Note 5) to which the deferred tax asset relates. The unabsorbed capital allowances, unutilised tax losses and unutilised reinvestment allowances are available indefi nitely for offsetting against future taxable profi ts of the respective entities within the Group, subject to no substantial change in shareholdings of those entities under the Income Tax Act, 1967 and guidelines issued by the tax authority.

Deferred tax assets have not been recognised as follows:

Group 2012 2011 RM RM

Tax losses and capital allowances 4,895,738 13,906,455

Annual Report 2012 Puncak Niaga Holdings Berhad 351

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

38. SHARE CAPITAL, SHARE PREMIUM, TREASURY SHARES, FOREIGN CURRENCY TRANSLATION RESERVE, AVAILABLE-FOR-SALE RESERVE AND RCULS

Group and Company Number of ordinary shares of RM1.00 each Amount Share capital Share capital (Issued and (Issued and Total share fully paid) Treasury fully paid) Share capital and Treasury Shares premium share premium Shares RM RM RM RM

At 1 January 2011/ 31 December 2011/ 31 December 2012 411,142,895 (2,036,800) 411,142,895 102,878,221 514,021,116 (5,940,688)

Number of Ordinary Shares of RM1.00 each Amount 2012 2011 2012 2011 RM RM

Authorised: At 1 January/31 December 1,300,000,000 1,300,000,000 1,300,000,000 1,300,000,000

(a) Share capital

The holders of ordinary shares (except treasury shares) are entitled to receive dividends as and when declared by the Company. All ordinary shares carry one vote per share without restrictions and rank equally with regard to the Company residual assets.

(b) Treasury shares

Treasury shares relate to ordinary shares of the Company that are held by the Company. The amount consists of the acquisition costs of treasury shares net of the proceeds received on their subsequent sale or issuance.

The directors of the Company are committed to enhancing the value of the Company for its shareholders and believe that the repurchase plan can be applied in the best interests of the Company and its shareholders. The repurchase transactions were fi nanced by internally generated funds. The shares repurchased are being held as treasury shares.

Puncak Niaga Holdings Berhad Annual Report 2012 352

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

38. SHARE CAPITAL, SHARE PREMIUM, TREASURY SHARES, FOREIGN CURRENCY TRANSLATION RESERVE, AVAILABLE-FOR-SALE RESERVE AND RCULS (CONTINUED)

Foreign currency Revaluation translation Available-for- Other Reserve reserve sale reserve reserve RCULS Total RM RM RM RM RM RM

Group At 1 January 2011 – (3,094,314) – – 13,130,387 10,036,073 - Effects of adoption of MFRS 1 – 3,094,314 – (320,653,591) – (317,559,277)

At 1 January 2011 – – – (320,653,591) 13,130,387 (307,523,204) Revaluation surplus 69,087,946 – – – – 69,087,946 Exchange differences – 1,986,185 – – – 1,986,185 Available-for-sale reserve – – (413,845) – – (413,845) Other reserve – – – (19,762,784) – (19,762,784)

At 31 December 2011 69,087,946 1,986,185 (413,845) (340,416,375) 13,130,387 (256,625,702)

At 1 January 2012 69,087,946 1,986,185 (413,845) (340,416,375) 13,130,387 (256,625,702)

Exchange differences – (2,555,932) – – – (2,555,932) Available-for-sale reserve – – 507,925 – – 507,925 Other reserve – – – (527,162) – (527,162)

At 31 December 2012 69,087,946 (569,747) 94,080 (340,943,537) 13,130,387 (259,200,871)

Revaluation Available-for- Reserve sale reserve Total RM RM RM

Company At 1 January 2011 – – – Revaluation surplus 9,081,659 – 9,081,659

At 31 December 2011 9,081,659 – 9,081,659

At 1 January 2012 9,081,659 – 9,081,659 Available-for-sale reserve – 661,055 661,055

At 31 December 2012 9,081,659 661,055 9,742,714

Annual Report 2012 Puncak Niaga Holdings Berhad 353

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

38. SHARE CAPITAL, SHARE PREMIUM, TREASURY SHARES, FOREIGN CURRENCY TRANSLATION RESERVE, AVAILABLE-FOR-SALE RESERVE AND RCULS (CONTINUED)

(c) RCULS

This represents the residual amount of RCULS after deducting the fair value of the liability component. This amount is presented net of transaction costs and deferred tax liability arising from RCULS.

(d) Revaluation reserves

The asset revaluation reserve represents increases in the fair value of freehold and leasehold land and buildings, net of tax.

(e) Foreign currency translation reserve

The foreign currency translation reserve represents exchange differences arising from the translation of the fi nancial statements of foreign operations whose functional currencies are different from that of the Group’s presentation currency.

(f) Other reserves

This represents the premium paid on acquisition of non-controlling interests in PNSB, KGL, GOM, LUWEI and Luancheng.

(g) Available-for-sale reserves

The available-for-sale reserves represent the fair value gain or losses from the available-for-sale investments.

39. RETAINED EARNINGS

Prior to the year of assessment 2008, Malaysian companies adopted the full imputation system. In accordance with the Finance Act 2007 which was gazetted on 28 December 2007, companies shall not be entitled to deduct tax on dividend paid, credited or distributed to its shareholders, and such dividends will be exempted from tax in the hands of the shareholders (“single tier system”). However, there is a transitional period of six (6) years, expiring on 31 December 2013, to allow companies to frank dividends to their shareholders under limited circumstances. Companies also have an irrevocable option to disregard the Section 108 balance of the Income Tax Act, 1967 (“S.108 balance”) and opt to pay dividends under the single tier system. The change in the tax legislation also provides for the S.108 balance to be locked-in as at 31 December 2007 in accordance with Section 39 of the Finance Act 2007.

The Company has elected for the irrevocable option to disregard the S.108 balance as at 31 December 2007. Hence, the Company will be able distribute dividends out of its entire retained earnings under the single tier system.

As at 31 December 2012, the Company has tax exempt profi ts available for distribution of approximately RM1,077,959 (2011: RM1,077,959), subject to the agreement of the Inland Revenue Board.

Puncak Niaga Holdings Berhad Annual Report 2012 354

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

40. RELATED PARTY TRANSACTIONS

(a) Transactions with related parties

In addition to the related party information disclosed elsewhere in the fi nancial statements, the following signifi cant transactions between the Group and related parties took place at terms agreed between the parties during the fi nancial year:

Group Company 2012 2011 2012 2011 RM RM RM RM

Advances from PNSB – – 229,610,273 644,177,620 Advance to PNSB – – 327,628 501 Repayment to PNSB – – 262,118,000 429,759,100 Advances to POG – – 9,398,793 105,326,830 Repayment from POG – – 20,240,000 – Advance to SINO – – 13,509,529 22,175,017 Rental from SINO – – 873,461 840,056 Advances to PNOC – – 5,074,252 1,072,528 Advances to PSSB – – 4,706,297 392,000 RCULS interest receivable from SYABAS – – 12,805,964 11,806,288 Coupon and discounts on JNA from PNSB – – – 49,792,877 Secretarial fees charged by RZ Management * 240,000 240,000 – – Consultancy work charged by WWE Holdings Bhd* – 946,000 – – Donation to GWGF* 1,282,193 4,557,442 – –

* RZ Management Services Sdn Bhd, WWE Holdings Bhd and GWGF are a Director related corporation.

(b) Key management personnel remuneration

Group Company 2012 2011 2012 2011 RM RM RM RM

Short-term employee benefi ts 19,123,231 14,948,574 – – Defi ned contribution plan 4,234,375 2,451,731 – – Gratuity 20,000,000 2,500,000 – – Other staff related expenses 8,953,456 7,728,095 673,000 406,000

52,311,062 27,628,400 673,000 406,000

Annual Report 2012 Puncak Niaga Holdings Berhad 355

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

40. RELATED PARTY TRANSACTIONS (CONTINUED)

(b) Key management personnel remuneration (continued)

Included in the total key management personnel are:

Group Company 2012 2011 2012 2011 RM RM RM RM

Directors’ remuneration (Note 10) 40,615,300 20,312,101 673,000 406,000

41. COMMITMENTS

(a) Capital commitments

Capital expenditure as at the reporting date is as follows:

Group 2012 2011 RM RM

Capital expenditure: Contracts approved and contracted for 21,022,735 21,354,709

Commitment under the terms of the SYABAS Concession Agreements: - Concession fees over remaining concession period 22,000,000 23,000,000 - Contracts approved and contracted for service concession assets 226,871,753 216,276,962

248,871,753 239,276,962

(b) Operating lease commitments – as lessee

Future minimum rentals payable for premises under non-cancellable operating leases at the reporting date are as follows:

Group 2012 2011 RM RM

Payable within one year 2,793,257 1,429,795 Payable between one and fi ve years 1,587,461 1,822,195 Payable after fi ve years – 761,807

4,380,718 4,013,797

Puncak Niaga Holdings Berhad Annual Report 2012 356

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

41. COMMITMENTS (CONTINUED)

(c) Finance lease commitments

Group 2012 2011 RM RM

Minimum lease payments: Not later than 1 year 5,923,315 5,840,720 Later than 1 year but not later than 2 years 5,904,672 4,903,214 Later than 2 years but not later than 5 years 5,936,821 8,248,888

17,764,808 18,992,822 Less: Amounts representing fi nance charges (1,497,968) (1,858,260)

Present value of minimum lease payables 16,266,840 17,134,562

Present value of payments: Not later than 1 year 5,181,507 5,168,006 Later than 1 year but not later than 2 years 5,401,332 4,347,746 Later than 2 years but not later than 5 years 5,684,001 7,618,810

Present value of minimum lease payables 16,266,840 17,134,562 Less: Amount due within 12 months (Note 32) (5,181,507) (5,168,006)

Amount due after 12 months (Note 32) 11,085,333 11,966,556

42. FINANCIAL GUARANTEES AND CONTINGENT LIABILITIES

Group Company 2012 2011 2012 2011 RM RM RM RM

Secured: Corporate guarantee (a) – – 184,091,600 98,223,500

Unsecured: Trade and performance guarantees extended to third parties 92,784,602 74,293,608 10,000,000 11,221,899

92,784,602 74,293,608 194,091,600 109,445,399

Annual Report 2012 Puncak Niaga Holdings Berhad 357

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

42. FINANCIAL GUARANTEES AND CONTINGENT LIABILITIES (CONTINUED)

(a) Corporate guarantee

The Group and Company has assessed the fi nancial guarantee contract of RM184,091,600 (2011: RM98,223,500) and concluded that the guarantee is more likely not be called upon by the banks and accordingly not recognised as fi nancial liability as at 31 December 2012 and 31 December 2011.

(b) Tax penalty - PNSB

In the previous fi nancial year, PNSB has recognised all the invoices issued to SYABAS in its income statement for the supply of treated water as revenue. The full amount has been recognized in its tax submission as gross income and therefore subject to tax. PNSB did not make any provision for doubtful debts on the uncollectible amount due from SYABAS. Hence, PNSB did not claim any deductions in respect of the portion of invoices not collectible from SYABAS as at end of the respective basis periods. However, PNSB had fully provided for the YA2012 tax payable in the current fi nancial statement.

Subsequently, PNSB had appealed to Inland Revenue Board of Malaysia (“IRB”) to revise the tax computations for YA2009 and YA2010 to take into account the following tax adjustments:

i) To claim a deduction under Section 34(2) of the Income Tax Act 1967 (“the Act”) in respect of the amount owing from SYABAS for treated water supplied which was not collectible as at end of the basis period for both YA2009 and YA2010; and

ii) To include as gross income and subject to tax on the bad/doubtful debts claimed as tax deduction under item above which was recovered from SYABAS in the subsequent years of assessment pursuant to Section 30(1) of the Act,i.e. when the payment is received from SYABAS, it become taxable.

PNSB had fi led in the tax submission based on the full revenue approach for YA2011 and at the same time, fi led in an appeal via Form Q to IRB to revise the tax computation for YA2011 based on the same tax adjustments as mentioned above. PNSB had fully paid all the tax installments for YA2009, YA2010 and YA2011 and is appealing for tax refund from IRB.

However, as at the date of this report, PNSB had yet to receive written approval from IRB as to whether PNSB can claim a deduction under Section 34(2) of the Act in respect of the amount owing from SYABAS for treated water supplied which was not collectible as at end of the respective basis period and to include as gross income and subject to tax on the bad/doubtful debts claimed as tax deduction under item above which was recovered from SYABAS in the subsequent years of assessment pursuant to Section 30(1) of the Act.

During the current fi nancial year, in the revised submission of CP204 form to the IRB, PNSB has submitted a RM NIL tax payable for the year. The revised estimate of tax payable has claimed a tax deduction on the uncollectible portion of the revenue from SYABAS during the current fi nancial year.

Puncak Niaga Holdings Berhad Annual Report 2012 358

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

42. FINANCIAL GUARANTEES AND CONTINGENT LIABILITIES (CONTINUED)

(b) Tax penalty - PNSB (continued)

In the event that IRB refuses to grant approval to PNSB to claim a deduction under Section 34(2) of the Act in respect of amount owing from SYABAS for treated water supplied, PNSB will be exposed to the tax penalty provision as provided in Section 107C(10) of the Act for YA2012. PNSB had expressed its awareness on the matter and the fi nal outcome will be based on IRB’s decision on the matter.

As at reporting date, the tax penalty is possible, pending the outcome of PNSB’s appeal to IRB.

(c) Tax liability - GOM

POG completed the acquisition of the 100% equity interest in GOM Resources on 28 September 2011 from the previous shareholders, Global International Vessels, Ltd (“GIVL”) and Global Asia Pacifi c Industries Sdn Bhd (“GAPI”). The parent company of GIVL and GAPI, namely Global Industries Ltd (“GIL”) has since been taken over by a French based company, Technip International Group (“Technip”).

Since October 2010, the Inland Revenue Board (“IRB”) had initiated a tax investigation on GOM Resources’ past years’ tax submissions. The years of assessment under investigation are 2003 to 2009, which are clearly prior to the acquisition of GOM by the POG. The IRB’s tax investigation is on the following matters:

i) Withholding tax on payment of vessel charter fee for years 2003 – 2009 paid directly to GIL instead of Global Industries Offshore Labuan Ltd (“GIOLL”).

ii) Tax deductibility on management fees paid to Global Industries Offshore Thailand (“GIOT”) and GIL from years 2003 – 2009.

The Management of GOM Resources is currently compiling the relevant information and documents to be furnished to the IRB with the assistance of Technip.

On 4 April 2013, IRB has requested GOM Resources to furnish further documents to facilitate the ongoing tax investigation by 15 April 2013 and to schedule a meeting to discuss on these matters on 18 April 2013. The Management of GOM Resources has sought approval from the IRB for an extension of time to furnish the requested documents to the IRB. Subsequently, IRB had agreed to extend the document submission deadline to 3 May 2013 and re-schedule the meeting to 14 May 2013. Pending the completion of the tax investigation process, the probable outcome is unknown at the point in time.

Annual Report 2012 Puncak Niaga Holdings Berhad 359

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

43. FAIR VALUE OF FINANCIAL INSTRUMENTS

A. Fair value of fi nancial instruments by classes that are not carried at fair value and whose carrying amounts are not reasonable approximation of fair value

Carrying Fair Note amount value RM RM

At 31 December 2012

Group

Financial liabilities: Loans and borrowings - Obligations under fi nance lease 32 (16,266,840) (16,708,521) - Government Support Loan 32 (39,521,113) (34,637,945) - BAIDS 32 (1,016,991,244) (807,997,809) - JNA 32 (198,872,139) (165,968,265) - BAMTN 32 (2,060,393,729) (2,239,763,248) - USD36 million Term Loan 32 (103,972,000) (98,610,981) - RM410 million and RM250 million Term Loans 32 (659,974,712) (674,394,978) - Government Loan RM320.8 million 32 (320,800,000) (96,960,889) - Government Loan RM110.0 million 32 (34,049,167) (32,938,632) - RUBs 32 (471,406,408) (356,615,587) - RCULS 32 (24,308,682) (26,062,699) - Lushan MOF Novated World Bank Loan 32 (10,640,501) (8,394,311) - RPS 32 (618,472,322) (434,928,744) Service concession obligations 17 (4,046,085,235) (3,117,985,763)

Company

Financial assets: RCULS 21 278,764,629 171,944,021

Puncak Niaga Holdings Berhad Annual Report 2012 360

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

43. FAIR VALUE OF FINANCIAL INSTRUMENTS (CONTINUED)

A. Fair value of fi nancial instruments by classes that are not carried at fair value and whose carrying amounts are not reasonable approximation of fair value (continued)

Carrying Fair Note amount value RM RM

At 31 December 2011

Group

Financial liabilities: Loans and borrowings - Obligations under fi nance lease 32 (17,134,562) (17,186,292) - Government Support Loan 32 (46,748,281) (40,136,884) - BAIDS 32 (1,016,379,299) (806,854,526) - JNA 32 (173,981,676) (159,173,702) - BAMTN 32 (2,049,007,301) (2,048,352,107) - RM410 million and RM250 million Term Loans 32 (659,974,712) (520,679,585) - Government Loan RM320.8 million 32 (320,800,000) (89,340,172) - Government Loan RM110.0 million 32 (7,377,817) (7,400,778) - RUBs 32 (479,216,984) (258,193,388) - RCULS 32 (22,477,060) (21,376,093) - Lushan MOF Novated World Bank Loan 32 (9,214,955) (8,697,637) - RPS 32 (611,593,249) (671,097,732) Service concession obligations 17 (4,169,538,672) (3,181,654,775)

Company

Financial assets: RCULS 21 265,958,665 139,875,761

Annual Report 2012 Puncak Niaga Holdings Berhad 361

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

43. FAIR VALUE OF FINANCIAL INSTRUMENTS (CONTINUED)

B. Determination of fair value

Financial instruments that are not carried at fair value and whose carrying amounts are reasonable approximation of fair value

The following are classes of fi nancial instruments that are not carried at fair value and whose carrying amounts are reasonable approximation of fair value:

Note

Available-for-sale investments 28 Trade and other receivables (current) 25 Trade and other payables (current) 33 Borrowings 32 USD31 million term loan Revolving credit

The carrying amounts of these fi nancial assets and liabilities are reasonable approximation of fair values, either due to their short-term nature or that they are fl oating rate instruments that are re-priced to market interest rates on or near the reporting date.

C. Fair value hierarchy

Fair value of unquoted available-for-sale fi nancial assets is estimated using appropriate valuation techniques.

The Group and the Company uses the following hierarchy for determining and disclosing the fair value of fi nancial instruments by valuation technique:

Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities

Level 2: other techniques for which all inputs that have a signifi cant effect on the recorded fair value are observable, either directly or indirectly

Level 3: techniques that use inputs that have a signifi cant effect on the recorded fair value that are not based on observable market data

Puncak Niaga Holdings Berhad Annual Report 2012 362

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

43. FAIR VALUE OF FINANCIAL INSTRUMENTS (CONTINUED)

C. Fair value hierarchy (continued)

As at 31 December 2012, the Group and Company held the following fi nancial instrument at fair value in the statement of fi nancial position:

31 December Level 1 Level 2 Level 3 RM RM RM RM

Assets measured at fair value

Group 2012 Available-for-sale investment 59,851,091 – 59,851,091 –

2011 Available-for-sale investment 9,408,793 – 9,408,793 –

Company 2012 Available-for-sale investment 50,661,055 – 50,661,055 –

2011 Available-for-sale investment – – – –

44. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

The Group and the Company are exposed to fi nancial risks arising from their operations and the use of fi nancial instruments. The key fi nancial risks include credit risk, liquidity risk, interest rate risk, foreign currency risk and market price risk.

The Board of Directors regularly reviews and agrees policies and procedures for the management of these risks.

The following sections provide details on the Group’s and Company’s exposure to the above mentioned fi nancial risks and the objectives and policies for the management of these risks.

(a) Credit risk

Credit risk is the risk of loss that may arise on outstanding fi nancial instruments should a counterparty default on its obligations. The Group’s and the Company’s exposure to credit risk arises primarily from Group’s receivables from water consumers and other receivables.

The Group’s exposure to credit risk is mainly by the individual characteristics of each customers. The Group has set up credit policies which monitors the outstanding balances owing by its water consumers.

Annual Report 2012 Puncak Niaga Holdings Berhad 363

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

44. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (CONTINUED)

(a) Credit risk (continued)

For other fi nancial assets (including other investments, cash and bank balances and short term fund) the Group minimises credit risk by dealing exclusively with high credit rated counterparties.

Credit risk concentration profi le

At the reporting date, approximately:

- 81% (2011: 80%) of the Group’s trade were due from 1 major customer.

As disclosed in Note 4.1(b), the Group has an amount owing by State Government in respect of tariff compensation in lieu of a tariff hike which was to take place with effect from 1 January 2009 for the second water tariff review and from 1 January 2012 for the third water tariff review. Any late or non-repayment by the State Government may have an adverse impact on the cash fl ows and/or profi t of the Group. SYABAS has taken legal action against the State Government as disclosed in Note 50(e) & Note 50(g).

In addition, the Group and its solicitors monitors closely on the status of legal proceedings against the Selangor State Government pertaining to water tariff compensation with the objective to expedite the lengthy process and to resolve the matter amicably, if possible.

Financial assets that are neither past due nor impaired

Information regarding trade and other receivables that are neither past due nor impaired is disclosed in Note 25. Deposits with banks and other fi nancial institutions, other investment securities and short term funds that are neither past due nor impaired are placed with or entered into with reputable fi nancial institutions or companies with high credit ratings and no history of default.

Financial assets that are either past due or impaired

Information regarding fi nancial assets that are either past due or impaired is disclosed in Note 25.

(b) Liquidity risk

Liquidity risk is the risk that the Group or Company will encounter diffi culty in meeting fi nancial obligations due to shortage of funds. The Group’s and the Company’s exposure to liquidity risk arises primarily from mismatches of the maturities of fi nancial assets and liabilities.

The Group manages its liquidity risk by establishing budget with the view to ensure suffi cient bank balances to meet the obligations. In addition, the Group negotiate with fi nancial institutions to reschedule and/or restructure the existing credit facilities to coincide with the present operating environment.

Puncak Niaga Holdings Berhad Annual Report 2012 364

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

44. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (CONTINUED)

(b) Liquidity risk (continued)

As disclosed in Note 33(f), SYABAS has revised its estimates of cash outfl ows for payments to its trade payables resulting from the Court of Appeal’s decision on the SPLASH (Kuala Lumpur High Court Civil Suit No. D-22ND-398-2009) litigation (see Note 50(d)).

Analysis of fi nancial instruments by remaining contractual maturities

The table below summarises the maturity profi le of the Group’s and the Company’s liabilities at the reporting date based on contractual undiscounted repayment obligations.

2012 On demand or within One to Over five one year five years years Total RM RM RM RM

Group

Financial liabilities: Trade and other payables 1,562,719,626 2,207,636,311 – 3,770,355,937 Loans and borrowings 1,207,058,004 2,993,069,530 3,601,411,572 7,801,539,106 Service concession obligations 388,288,682 1,308,454,696 4,627,622,500 6,324,365,878

Total undiscounted fi nancial liabilities 3,158,066,312 6,509,160,537 8,229,034,072 17,896,260,921

Company

Financial liabilities: Trade and other payables 217,075,509 – – 217,075,509

Total undiscounted fi nancial liabilities 217,075,509 – – 217,075,509

Annual Report 2012 Puncak Niaga Holdings Berhad 365

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

44. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (CONTINUED)

(b) Liquidity risk (continued)

2011 On demand or within One to Over five one year five years years Total RM RM RM RM

Group

Financial liabilities: Trade and other payables 1,387,291,014 1,395,858,364 1,632,433 2,784,781,811 Loans and borrowings 471,168,322 2,355,378,990 2,940,173,698 5,766,721,010 Service concession obligations 354,307,500 1,440,230,000 4,861,930,000 6,656,467,500

Total undiscounted fi nancial liabilities 2,212,766,836 5,191,467,354 7,803,736,131 15,207,970,321

Company

Financial liabilities: Trade and other payables 249,872,615 – – 249,872,615

Total undiscounted fi nancial liabilities 249,872,615 – – 249,872,615

(c) Interest rate risk

Interest rate risk is the risk that the fair value or future cash fl ows of the Group’s and the Company’s fi nancial instruments will fl uctuate because of changes in market interest rates.

As at 31 December 2012, 96.7% (2011: 99.9%) of the Group’s borrowings carry fi xed interest rates. The Group’s income and operating cash fl ows are therefore substantially independent of changes in market interest rates.

At the reporting date, if interest rates had been 10 basis points lower/higher, with all other variables held constant, the Group’s profi t net of tax would have been RM103,972 (2011: RM25,632) higher/lower, arising mainly as a result of lower/higher interest expense on fl oating rate loans and borrowings, higher/lower interest income from fl oating rate loans to related parties. The assumed movement in basis points for interest rate sensitivity analysis is based on the currently observable market environment.

(d) Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash fl ows of a fi nancial instrument will fl uctuate because of changes in foreign exchange rates.

Puncak Niaga Holdings Berhad Annual Report 2012 366

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

44. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (CONTINUED)

(d) Foreign currency risk (continued)

The Group operates primarily in Malaysia but have operations in PRC. Thus, it is exposed to various currencies, mainly USD, SGD, and RMB. Foreign currency denominated assets and liabilities together with expected cash fl ows from probable purchases and sales give rise to foreign exchange exposures.

Foreign exchange exposures in transactional currencies other than functional currencies of the operating entities are kept to an acceptable level.

The net unhedged fi nancial assets and financial liabilities of the Group companies that are not denominated in their functional currencies are as follows:

Net financial assets/(liabilities) held in non-functional currencies United States Singapore Renminbi Dollar Dollar Total RM RM RM RM

Group

At 31 December 2012 Cash and bank balances 1,480,602 283,690,958 194,788 285,366,348 Trade and other receivables 746,355 47,435,678 1,096 48,183,129 Trade and other payables 5,786,082 54,011,204 576,810 60,374,096 Loans and borrowings 10,640,502 184,091,600 – 194,732,102

18,653,541 569,229,440 772,694 588,655,675

Company

At 31 December 2012 Cash and bank balances – 30,932 – 30,932 Trade and other receivables – 1,529,000 – 1,529,000

– 1,559,932 – 1,559,932

Sensitivity analysis for foreign currency risk

Profit/(loss) net of tax Group Company 2012 2012 RM RM

USD/RM - strengthened 5% 4,651,192 77,997 - weakened 5% (4,651,192) (77,997) SGD/RM - strengthened 5% (19,046) – - weakened 5% 19,046 – RMB/RM - strengthened 5% (716,154) – - weakened 5% 716,154 –

Annual Report 2012 Puncak Niaga Holdings Berhad 367

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

44. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (CONTINUED)

(e) Market price risk

Market price risk is the risk that the fair value or future cash fl ows of the Group’s fi nancial instruments will fl uctuate because of change in market prices (other than interest or exchange rates). The objective of market risk management is to manage and control market risk exposure within the acceptable parameters, while optimising the return.

The Group is exposed to non equity price risk arising from its investment in unit trust instruments. These instruments are classifi ed as short term funds.

45. CAPITAL MANAGEMENT

The primary objective of the Group’s capital management is to support the Group’s growth strategy and maximise shareholder value with optimal capital structure.

From time to time, the Group purchases its own shares from the market, the timing of these purchase depends on market prices and availability of fi nancial resources.

The Company and its subsidiaries are not subject to externally imposed capital requirements other than certain subsidiaries which are required to maintain certain ratios for the purpose of declaring and payment of dividend as required by the respective borrowing documents.

The Group manages capital using a gearing ratio, which is net debt divided by total capital being the equity attributable to equity holders of the Company plus net debt. The Group includes with in net debts, loans and borrowings, trade and other payables and service concession obligations less cash and bank balance.

At year end, the Group has a net debt of RM11,701,351,831 (2011: RM11,006,669,590) and a total capital of RM12,208,342,377 (2011: RM11,278,881,217) giving rise to a gearing ratio of approximately 96% (2011: 98%).

46. DIVIDENDS

Group and Company 2012 2011 RM RM

Proposed but not recognised as liability as at 31 December:

Dividends on ordinary shares, subject to shareholders’ approval at the Annual General Meeting (“AGM”): - Final tax exempt (single tier) dividend for 2012: 5 sen (2011: Nil) per share 20,455,305 –

At the forthcoming Sixteenth Annual General Meeting of the Company, a fi nal single tier dividend in respect of the fi nancial year ended 31 December 2012, of 5 sen per ordinary share, amounting to a dividend payable of RM20,455,305 will be proposed for the shareholders’ approval. The fi nancial statements of the current fi nancial year do not refl ect this proposed dividend. Such dividend, if approved by the shareholders, will be accounted for in equity as an appropriation of retained earnings in the fi nancial year ending 31 December 2013.

Puncak Niaga Holdings Berhad Annual Report 2012 368

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

47. SEGMENT INFORMATION

Segmental analysis is not presented as the Group is primarily involved in the operation, maintenance, construction, rehabilitation and refurbishment of water treatment facilities and the supply and distribution of treated water to consumers in the Distribution Area. The Group operates principally in Malaysia and the overseas business segments are insignifi cant to the Group.

Water Distribution 2012 RM

Operating Revenue

Sales to external customers 2,622,955,076 Inter-segment sales –

2,622,955,076

Other income 163,893,016

2,786,848,092 Operating expenses (1,961,999,841)

Share of results - Associates – - Joint venture –

Depreciation and amortisation (214,246,581)

Segment results 610,601,670

Finance cost

Profi t before tax

Assets and Liabilities

Investment in associates – Segment assets 11,151,916,640

11,151,916,640 Unallocated assets

Total assets

Segment liabilities 13,676,975,073 Unallocated liabilities

Total liabilities

Annual Report 2012 Puncak Niaga Holdings Berhad 369

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

Per consolidated Water Holding financial Treatment Company Oil and Gas Construction Others Elimination Notes statement 2012 2012 2012 2012 2012 2012 2012 RM RM RM RM RM RM RM

– – 778,041,868 342,672,445 265,835 – 3,743,935,224 559,912,208 – – 25,590 – (559,937,798) A –

559,912,208 – 778,041,868 342,698,035 265,835 (559,937,798) 3,743,935,224

146,122,782 20,688,979 3,007,956 – 1,051,100 (165,240,140) A 169,523,693

706,034,990 20,688,979 781,049,824 342,698,035 1,316,935 (725,177,938) 3,913,458,917 (338,062,648) (6,412,399) (693,045,067) (307,812,037) (17,615,564) 591,771,768 A (2,733,175,788)

– – – – (1,406) – (1,406) – – – – (147,815) – (147,815)

(14,265,374) (568,323) (4,561,947) – (498,880) – (234,141,105)

353,706,968 13,708,257 83,442,810 34,885,998 (16,946,730) (133,406,170) 945,992,803

(647,688,537)

298,304,266

– 45,236 – – – – 45,236 3,550,218,880 1,201,546,274 548,250,201 – 24,276,610 (3,467,720,734) B 13,008,487,871

3,550,218,880 1,201,591,510 548,250,201 – 24,276,610 (3,467,720,734) 13,008,533,107 425,928,475

13,434,461,582

1,835,996,667 217,075,508 500,351,181 – 216,008,270 (3,027,167,232) C 13,419,239,467 90,280,541

13,509,520,008

Puncak Niaga Holdings Berhad Annual Report 2012 370

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

47. SEGMENT INFORMATION (CONTINUED)

Segmental analysis is not presented as the Group is primarily involved in the operation, maintenance, construction, rehabilitation and refurbishment of water treatment facilities and the supply and distribution of treated water to consumers in the Distribution Area. The Group operates principally in Malaysia and the overseas business segments are insignifi cant to the Group.

Water Distribution 2011 RM

Operating Revenue

Sales to external customers 1,991,048,307 Inter-segment sales –

1,991,048,307 Other income 135,049,092

2,126,097,399 Operating expenses (1,838,337,783)

Share of results - Associates - Joint venture

Depreciation and amortisation (160,764,339)

Segment results 126,995,277

Finance cost

Profi t before tax

Assets and Liabilities

Investment in associates Segment assets 10,148,772,446

10,148,772,446 Unallocated assets

Total assets Segment liabilities 12,672,701,129 Unallocated liabilities

Total liabilities

Annual Report 2012 Puncak Niaga Holdings Berhad 371

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

Per consolidated Water Holding financial Treatment Company Oil and Gas Construction Others Elimination Notes statement 2011 2011 2011 2011 2011 2011 2012 RM RM RM RM RM RM RM

– – 289,529,044 310,931,740 – – 2,591,509,091 522,891,400 – – 198,249 – (523,089,649) A –

522,891,400 – 289,529,044 311,129,989 – (523,089,649) 2,591,509,091 303,969,840 79,980,818 5,597,181 – 252,369 (204,749,822) A 320,099,478

826,861,240 79,980,818 295,126,225 311,129,989 252,369 (727,839,471) 2,911,608,569 (309,693,940) (21,204,990) (275,332,873) (277,683,709) (12,838,171) 549,876,684 A (2,185,214,782)

3,172 3,172 (203,235) (203,235)

(14,143,616) (774,563) (212,407) – (410,842) (176,305,767)

503,023,684 58,001,265 19,580,945 33,446,280 (13,196,707) (177,962,787) 549,887,957

(624,459,577)

(74,571,620)

45,415 (1,429) 43,986 3,301,778,708 1,222,631,143 309,073,227 – 29,121,072 (3,129,976,734) B 11,881,399,862

3,301,778,708 1,222,676,558 309,073,227 – 29,121,072 (3,129,978,163) 11,881,443,848 425,211,092

12,306,654,940 1,824,494,408 249,872,615 321,206,467 – 195,363,154 (2,680,224,467) C 12,583,413,306 27,434,086

12,610,847,392

Puncak Niaga Holdings Berhad Annual Report 2012 372

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

47. SEGMENT INFORMATION (CONTINUED)

Notes Nature of adjustments and elimination to arrive at amounts reported in the consolidated fi nancial statements

A Inter-segment revenues and expenses are eliminated on consolidation.

B The following items are (deducted from)/added to segment assets to arrive at total assets reported in the consolidated statement of fi nancial position:

2012 2011 RM RM

Investment in RCULS (278,764,629) (265,958,665) Inter group intercompany balances elimination (2,911,372,316) (2,588,190,736) Investment in subsidiaries (463,305,380) (463,118,040) Goodwill on consolidation 185,970,623 186,038,736 Loss on disposal of Property, plant and equipment (1,353,188) – Reversal of impairment loss in joint venture 1,104,156 1,251,971

(3,467,720,734) (3,129,976,734)

C The following items are (deducted from)/added to segment liabilities to arrive at total liabilities reported in the consolidated statement of fi nancial position: 2012 2011 RM RM

Investment in RCULS (168,899,214) (156,093,250) Inter group intercompany balances (2,911,372,312) (2,588,190,736) Investment in RUBs 53,104,294 64,059,519

(3,027,167,232) (2,680,224,467)

48. SIGNIFICANT EVENTS

(a) On 8 February 2012, the Companies Commission of Malaysia had approved the change of name of the POG’s subsidiary, Global Offshore Malaysia Sdn Bhd.

(b) On 29 February 2012, KGL had secured a syndicated term loan facility of USD36 million from two local licensed banks. The loan is scheduled to be drawndown in April 2012.

The said loan is to be secured by fi rst ship mortgage over KGL’s barge vessel, a corporate guarantee from the Company.

On 25 October 2012, OCBC Bank (Malaysia) Berhad and Hong Leong Bank Berhad (“the Lenders”) had approved an extension of the tenor for KGL Ltd’s USD36.0 million Syndicated Term Loan Facility for four and a half (4.5) years up to 29 April 2017.

Annual Report 2012 Puncak Niaga Holdings Berhad 373

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

48. SIGNIFICANT EVENTS (CONTINUED)

(c) On 16 April 2012, Acqua, a special purpose vehicle set up by Pengurusan Aset Air Bhd (“PAAB”) made an offer to restructure the outstanding borrowings of PNSB which comprise:

(i) RM1,020,000,000 nominal value Al’ Bai Bithaman Ajil secured serial primary bonds together with non-detachable secondary bonds (“BAIDS”);

(ii) RM435,000,000 nominal value redeemable unsecured bonds (“RUBs”); and

(iii) RM546,875,000 nominal value redeemable unsecured coupon bearing notes (“Junior Notes A”)

On 26 April 2012, PNSB has approved the acceptance of the offer and has authorised management to negotiate the yield spreads on the Bonds on a best effort basis as well as to execute all relevant documents.

On 18 September 2012, Acqua has issued a revised offer letter for the restructuring on all outstanding bonds (including BAIDS, RUBs, and Junior Notes A). The Company has accepted the offer letter on 5 October 2012 pending the fi nalisation of detail terms and conditions and legal documentation for the restructuring of all outstanding bonds.

On 23 October 2012, Acqua has again granted the extension for BAIDS Series 3 from 27 October 2012 to 27 November 2012. Acqua has also agreed to extend the BAIDS Series 4 from 27 October 2012 to 27 November 2012 via the same resolution.

On 26 November 2012, Acqua granted the extension on BAIDS Series 3 & 4 from 27 November 2012 to 27 February 2013. Another extension for BAIDS Series 3 & 4 from 27 February 2013 to 27 April 2013 has been granted on 25 February 2013 from Acqua.

(d) The Company had on 11 May 2012 entered into a MoU with the Government of Malaysia, represented by Politeknik Sultan Idris Shah (“PSIS”) (collectively referred to as “the Parties”) to co-operate and collaborate in the areas of technical education and training. The MoU promotes cooperation and collaboration in the areas of technical education and training between Puncak and a leading local polytechnic, PSIS on the basis of reciprocity and mutual benefi t for both Parties and will help in developing the country’s water and wastewater industry which is synergistic to Puncak Group’s business.

The salient terms of the MoU are as follows:

(i) Purpose Of MoU

- Developing a new Diploma Programme of Environmental Engineering (Water and Wastewater) (“New Diploma Programme”) and conduct of lectures in respect of the New Diploma Programme by any of the industrial experts from the Company and its subsidiary, Syarikat Bekalan Air Selangor Sdn Bhd (“SYABAS”) for one (1) to two (2) hours per semester;

Puncak Niaga Holdings Berhad Annual Report 2012 374

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

48. SIGNIFICANT EVENTS (CONTINUED)

(d) (continued)

(i) Purpose Of MoU (continued)

- Provision of expertise knowledge and information related to water and wastewater industry by the Company through advisory services, career talks, career exhibitions, seminars, conferences and other related activities;

- Training of staff and students of PSIS at PNSB and SYABAS that will be of mutual benefi t;

- Conduct potential collaborative research studies by the Company, SYABAS and PSIS for the purpose of exploring mutual project(s) (if any);

- Any other areas of co-operation as may be mutually agreed upon by the Parties.

(ii) Validity

The MoU is valid for a period of three (3) years from the date of execution.

The collaboration between the Company and PSIS under the MOU is currently ongoing.

(e) On 27 September 2012, the Company announced the following:

(i) Proposed issue of up to 40,910,609 free warrants (“Warrants”) on the basis of 1 Warrant for every 10 existing ordinary shares of RM1.00 each in PNHB held (“Proposed Free Warrants Issue”); and

(ii) Proposed issue of a 5-year Redeemable Convertible Secured Sukuk Ijarah of up to RM165.0 million in nominal value (“Proposed Convertible Sukuk Ijarah”).

The Proposed Free Warrants Issue and Proposed Convertible Sukuk Ijarah are inter-conditional upon the relevant approvals being obtained for each other.

Annual Report 2012 Puncak Niaga Holdings Berhad 375

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

48. SIGNIFICANT EVENTS (CONTINUED)

(e) The Proposed Free Warrants Issue will not raise any immediate funds upon its issuance as the Warrants will be issued at no cost to the Entitled Shareholders. Nevertheless, the exact quantum of proceeds that may be raised by the Company from the exercise of the Warrants would depend upon the actual number of Warrants exercised during the tenure of the Warrants. The proceeds to be raised from the exercise of the Warrants shall be utilised for the working capital purposes of the Company and its subsidiaries.

The proceeds of up to RM165.0 million from the Proposed Convertible Sukuk Issue will be utilised in priority to fund future acquisitions in companies to be identifi ed later and/or such other acquisitions and/or investments mutually agreed upon between the Company and the Convertible Sukuk holders which are Shariah compliant within 12 months from the receipt of the proceeds.

On 8 October 2012, the Company has submitted the following applications to:

(i) The Securities Commission Malaysia for the Proposed Convertible Sukuk Issue;

(ii) Bank Negara Malaysia for the issuance of Warrants to non-resident shareholders of the Company; and

(iii) Bursa Malaysia Securities Berhad (“Bursa Securities”) for the following:

- Admission of the Warrants to the Offi cial List of Bursa Securities; and

- The listing of and quotation for the Warrants to be issued pursuant to the Proposed Free Warrants Issue and the new PNHB Shares to be issued arising from the exercise of the Warrants and conversion of the Convertible Sukuk.

On 18 October 2012, Bank Negara Malaysia had, via its letter dated 16 October 2012 which was received on 18 October 2012, approved PNHB’s application for the issuance of Warrants to non-resident shareholders of the Company.

(f) Sino had invested an additional amount of USD400,000 in LUWEI, its 91.34% owned limited liability subsidiary incorporated in Lushan County, Henan Province, in PRC under the China Company Law.

The Company was notifi ed on 8 November 2012 by LUWEI that the regulatory authorities of the PRC had issued the “Enterprise Legal Representative Business Licence” dated 6 November 2012 approving the increase of the paid up registered capital of LUWEI from USD5,400,000 to USD5,800,000.

Accordingly, LUWEI became a 91.94% owned subsidiary of Sino with a total investment of USD5,332,500.

Puncak Niaga Holdings Berhad Annual Report 2012 376

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

48. SIGNIFICANT EVENTS (CONTINUED)

(g) Sino had invested an additional amount of RMB1,246,000 in Luancheng, its 80.00% owned limited liability subsidiary incorporated in Luancheng County, Hebei Province, in the People’s Republic of China under the China Company Law.

The Company was notifi ed on 26 June 2012 by Luancheng that the regulatory authorities of the PRC had issued the “Enterprise Legal Representative Business Licence” dated 25 June 2012 approving the increase of the paid up registered capital of Luancheng Co., Ltd from RMB5,000,000.00 to RMB6,246,000.

Accordingly, Luancheng Co., Ltd is now a 83.99% owned subsidiary of Sino Water with a total investment of RMB5,246,000.

(h) Sino had invested an additional amount of USD280,000 in XINNUO, its 80.00%, a wholly owned subsidiary incorporated in Yangxin County, Shandong Province in the People’s Republic of China. As at 18 July 2012, the paid up registered capital of XINNUO stood at USD3,780,000.

49. EVENTS OCCURRING AFTER THE REPORTING DATE

(a) On 21 January 2013, POG has incorporated a wholly owned limited company in The Republic of the Union of Myanmar, namely GOM Resources Limited.

GOL was incorporated to facilitate the Group to undertake the business of transportation and installation of pipelines and other services of the onshore and offshore operations of the oil and gas industry including submarine pipelines installations, underwater diving and remotely operated vehicle services, marine support vessel services, petrochemicals and engineering services and logistic services in Myanmar.

(b) On 21 January 2013, the Securities Commission Malaysia had, via its letter dated 18 January 2013 which was received on 21 January 2013, approved PNHB’s proposed convertible Sukuk Ijarah under Section 212(5) of the Capital Markets & Services Act 2007.

(c) The 98.65% owned subsidiary in Singapore, Sino Water Pte Ltd had recently invested an additional USD920,000 in Xinnuo, a wholly owned subsidiary incorporated in Yangxin County, Shandong Province in the People’s Republic of China.

As at 4 February 2013, the paid up registered capital of Xinnuo stood at USD4,700,000.

Annual Report 2012 Puncak Niaga Holdings Berhad 377

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

49. EVENTS OCCURRING AFTER THE REPORTING DATE (CONTINUED)

(d) On 20 February 2013, the Company had received two (2) faxed letters from Kumpulan Darul Ehsan Berhad (“”KDEB””) for the following:

(i) Indicative terms and conditions for proposed purchase of 100% equity in PNSB;

(ii) Indicative terms and conditions for proposed purchase of 70% equity in SYABAS other than equity already owned by KDEB.

Set out below are the indicative terms and conditions for the Proposed Purchase of PNSB and Proposed Purchase of SYABAS as stipulated in KDEB’s letters dated 20 February 2013:

(1) Valuation Principles

The values of the equity in PNSB and SYABAS have been derived based on the following principles:

(i) The value of equity in PNSB and SYABAS including a return on equity of 12% per annum.

(ii) The water assets of PNSB and the pro rata share of water assets of SYABAS to be acquired by PAAB.

(iii) Equity includes all forms of investments and contributions by the shareholders (e.g. ordinary or preference shares, advances and, where applicable, debt-equity instruments are also taken into account).

(iv) Return on equity is calculated at 12% per annum up to 31 December 2012 (with no compounding) with deductions for any historical dividend payouts.

(v) Liabilities to be assumed are all outstanding water-related debts owed by PNSB and SYABAS, which include:

- Bonds acquired by ACQUA or remaining in the capital markets;

- Commercial loans, if applicable; and

- Government loans; if applicable.

(vi) PAAB to decide on payment of surplus book value of assets over liabilities, and if agreeable, to be paid by PAAB direct to applicable concessionaires.

Puncak Niaga Holdings Berhad Annual Report 2012 378

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

49. EVENTS OCCURRING AFTER THE REPORTING DATE (CONTINUED)

(d) (continued)

(2) Payment Consideration

Premised on the above principles, the consideration for the Proposed Purchase are as follows:

(i) For PNSB RM million

Equity contribution plus return on equity at 12% per annum 1,117.5 Water Assets to be assumed 1,359.5

Total Value of PNSB Equity 2,477.0

Note 1 : Preliminary value of PNSB equity to be revised pursuant to the due diligence inquiry to be undertaken.

Payment shall be in cash in respect of the portion ascribed to the equity contribution, as detailed in section 1. (iii) and (iv) above, with the remaining value to be via assumption of liabilities of PNSB.

Payment for surplus book value of assets over liabilities to be assumed, if any, shall be subject to the agreement of PAAB.

(ii) For SYABAS RM million

Equity contribution plus return on equity at 12% per annum 437.8 A pro rata share of water assets to be assumed 2,679.2

Total Value of SYABAS Equity 3,117.0

Note 1 : Preliminary value of SYABAS equity to be revised pursuant to the due diligence inquiry to be undertaken.

Payment shall be in cash in respect of the portion ascribed to the equity contribution, as detailed in section 1. (ii) and (iii) above, with the remaining value to be via assumption of a pro rata share of liabilities of SYABAS.

Payment for surplus book value of assets over liabilities to be assumed, if any, shall be subject to the agreement of PAAB.

Annual Report 2012 Puncak Niaga Holdings Berhad 379

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

49. EVENTS OCCURRING AFTER THE REPORTING DATE (CONTINUED)

(d) (continued)

(3) Conditions of the Proposed Purchase of PNSB and Proposed Purchase of SYABAS

The Proposed Purchase of PNSB and Proposed Purchase of SYABAS are conditional upon the following:

(i) Acceptance in principle of the indicative terms and conditions proposed by KDEB by Puncak by 5.00 p.m. (Malaysian time) on or before 6 March 2013 or such other extended or revised closing date(s) as may be decided by KDEB;

(ii) Acceptance in principle of the indicative terms and conditions proposed by KDEB for the acquisition of the equity interest of the other Selangor Water Companies by those respective shareholders to whom such proposals are made by 5.00 p.m. (Malaysian time) on or before 6 March 2013 or such other extended or revised closing date(s) as may be decided by KDEB;

(iii) The execution of the Defi nitive Agreements and all other defi nitive agreements for the purchase of the equity interest of the other Selangor Water Companies and any other legal documentation deemed necessary by solicitors to be appointed by KDEB;

(iv) Satisfactory completion of the due diligence inquiries to be undertaken on PNSB and SYABAS prior to the completion of the Proposed Purchase of PNSB and the Proposed Purchase of SYABAS;

(v) The estimated value for PNSB and SYABAS of RM2,477.0 million and RM3,117.0 million respectively to be revised, if necessary, pursuant to the completion of the due diligence inquiries;

(vi) All corporate approvals required by Puncak including, if applicable, the approval of the Puncak’s minority shareholders and/or shareholders of Puncak’s holding companies at a general meeting of shareholders to be convened;

(vii) Approval and consent of the Federal Government and all related agencies e.g. the Ministry of Energy, Green Energy and Water (“KeTTha”), the Economic Planning Unit and/or the Public Private Partnership Unit (“UKAS”) etc;

(viii) Approval and consent of the Selangor State Government and all related agencies e.g. Selangor Economic Planning Unit (“UPEN”) etc;

(ix) Approval of the National Water Services Commission (“SPAN”), the Securities Commission (“SC”), Bursa Malaysia, if applicable;

(x) Approval of ACQUA SPV and other lenders of PNSB and SYABAS, where applicable;

(xi) The approval of any other authorities or parties, if required;

(xii) Any other terms to be mutually agreed upon by all parties.

Puncak Niaga Holdings Berhad Annual Report 2012 380

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

49. EVENTS OCCURRING AFTER THE REPORTING DATE (CONTINUED)

(d) (continued)

(3) Conditions of the Proposed Purchase of PNSB and Proposed Purchase of SYABAS (continued)

Acceptance in principle of the indicative terms and conditions set out in KDEB’s letters dated 20 February 2013 do not give rise to a contract and are not intended that the indicative terms and conditions stipulated therein represent the fi nal agreements as to the Proposed Purchase of PNSB and the Proposed Purchase of SYABAS. These indicative terms and conditions are subject to the negotiation and execution of the Defi nitive Agreements.

On 6 March 2013, the Board of Directors of the Company announced that after full deliberation of the offer from KDEB and after considering also the advise of Hong Leong Investment Bank Bhd, the Adviser appointed by the Board to assist and advise the Board in evaluating the Offers from KDEB, and in view of the incomplete and inconclusive nature of the Offers as well as the position taken by PAAB was unable to reach a fi nal decision to even consider giving approval in principle or to give acceptance in principle to KDEB in respect of the indicative terms and conditions as set out in KDEB’s letters dated 20 February 2013. Given these circumstances, the Board is also not ready to convene a general meeting for the purpose of tabling the KDEB Offers to the shareholders of the Company for consideration.

The Board further decided that the Company is still willing to hold discussions with KDEB on the Offers, subject to KDEB’s readiness to provide defi nitive answers to all issues raised by the Company.

(e) On 21 February 2013, SYABAS and the National Institute Of Occupational Safety and Health (‘NIOSH”) mutually agreed to extend the duration of the MoU for a further period of two (2) years from 22 February 2013 to 21 February 2015 with an amendment to the MoU whereby SYABAS and NIOSH will review the existing training curriculum and modules, learning guides and assessment modules for OSH-SNSC training and assessment programmes for improvement from time to time. All other terms and conditions of the MoU remain unchanged.

(f) On 3 January 2013, PNSB announced that the completion period for the contract for rural water supply project in the state of Sarawak (“the contract”) for year 2010 to 2012 has been extended from 31 December 2012 to 28 February 2013 under the terms and conditions of the Contract with the Employer. On 27 February 2013, PNSB has further extended the completion period for the contract from 28 February 2013 to 28 March 2013 under the terms and conditions of the Contract with the Government of Malaysia.

(g) On 27 February 2013, the collaboration between the Company’s 70% owned subsidiary, SYABAS and Construction Industry Development Board (“CIDB”) under the Memorandum of Understanding (“MoU”) dated 26 February 2009 in respect of the provision of training and development programmes by CIDB to the Bumiputra contractors, suppliers and consultants registered with SYABAS subsists until the Parties elect to review or terminate the same.

(h) On 15 March 2013, Puncak Research and DHI Water Environment Health (“DHI”) have mutually agreed to extend the Collaboration Agreement for a further period of one (1) year, commencing 15 March 2013 until 14 March 2014.

Annual Report 2012 Puncak Niaga Holdings Berhad 381

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

49. EVENTS OCCURRING AFTER THE REPORTING DATE (CONTINUED)

(d) (continued)

(i) On 22 March 2013, on behalf of the Board of Directors of PNHB, Hong Leong Investment Bank Berhad (formerly known as MIMB Investment Bank Berhad) (“HLIB”) wishes to announce that Bursa Malaysia Securities Berhad (“Bursa Securities”) had, via its letter dated 22 March 2013 has resolved to approve PNHB’s application for the following:

(i) admission to the Offi cial List and the listing and quotation of up to 40,910,609 Warrants to be issued pursuant to the Proposed Free Warrants Issue;

(ii) listing of up to 40,910,609 new PNHB Shares to be issued pursuant to the exercise of the Warrants; and

(iii) listing of up to 165,000,000 new PNHB Shares to be issued pursuant to the conversion of the Convertible Sukuk.

The approval of Bursa Securities is subject to the following conditions:

(i) PNHB and HLIB must fully comply with the relevant provisions under the Main Market Listing Requirements pertaining to the implementation of the Proposals;

(ii) PNHB and HLIB to inform Bursa Securities upon the completion of the Proposals;

(iii) PNHB to furnish Bursa Securities with a written confi rmation of its compliance with the terms and conditions of Bursa Securities’ approval once the Proposals are completed;

(iv) PNHB is required to furnish Bursa Securities on a quarterly basis a summary of the total number of shares listed pursuant to the exercise of Warrants and Convertible Sukuk as at the end of each quarter together with a detailed computation of listing fees payable; and

(v) A certifi ed true copy of the resolution passed by shareholders at the extraordinary general meeting for the Proposals.

(j) On 28 March 2013, GOM Resources and MedcoEnergi have signed a MOA to cooperate in Oil & Gas Field Development Projects and the Risk Service Contract (RSC) Projects in Malaysia and exploration and production opportunities regionally.

(k) On 28 March 2013, PNHB through its R&D units in collaboration with the Malaysian Armed Forces (“MAF”) has developed a new and highly innovative fi eld water purifi cation system for drinking known as JERNIH.

(l) On 7 March 2013, GOM Resources Sdn Bhd had signed a Contract with HESS Exploration And Production Malaysia B.V. (Company Registration number 993963-V) for the Provision Of The Integrated Transportation And Installation Of Offshore Facilities For Early Production Scheme (EPS), Integrated Gas Development (IGD) Project, North Malay Basin (NMB) Field (“Project”).

Puncak Niaga Holdings Berhad Annual Report 2012 382

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

49. EVENTS OCCURRING AFTER THE REPORTING DATE (CONTINUED)

(d) (continued)

(m) On 19 April 2013, PNSB had executed the Agreements for restructuring of the outstanding bonds comprising of BAIDs, RUBs and JNA with Acqua.

Pursuant to the restructuring, the revised terms are as follows:

(i) Extension of the tenors of the BAIDS

Series Nominal Amount Existing Revised RM’million Redemption Date Redemption

Series 1 180.0 27 October 2015 27 October 2016 Series 2 180.0 27 October 2016 27 October 2016 Series 3 180.0 27 October 2011 27 October 2016 Series 4 180.0 27 October 2012 27 October 2016 Series 5 180.0 27 October 2013 27 October 2016 Series 6 180.0 27 October 2014 27 October 2016

(ii) Revision of terms of the BAIDS

Terms Existing term Revised term

Collateral Charge over the DSRA Legal assignment over PNSB’s operating account and mandatory redemption account (to be shared via a security sharing arrangement with JNA and RUB)

Financial covenants (i) Annual debt service cover ratio Not required (ii) Forward debt service cover ratio (iii) Interest cover ratio (iv) Debt to equity ratio

50. MATERIAL LITIGATIONS

(a) KHEC

(i) The First Arbitration Proceedings

KHEC, a sub-contractor for the Chennai Water Supply Augmentation Project 1 - Package III (“Chennai Project”), has initially referred certain disputed claims totalling Rs8,44,26,981 (equivalent to approximately RM6.75 million) against PNHB-LANCO-KHEC JV (“the Consortium”), a jointly controlled entity of the Company in India.

Annual Report 2012 Puncak Niaga Holdings Berhad 383

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

50. MATERIAL LITIGATIONS (CONTINUED)

(a) KHEC (continued)

(i) The First Arbitration Proceedings (continued)

Arising from the arbitration proceedings initiated by KHEC, both KHEC and the Consortium have each appointed a qualifi ed civil engineer as their arbitrator respectively, and both arbitrators have selected a retired Judge of the High Court in Chennai, India as the third arbitrator who will also act as the presiding arbitrator of the arbitral tribunal. The arbitral tribunal was offi cially constituted on 24 September 2005. On 28 September 2005, the Company was informed that the arbitral tribunal has fi xed the following dates for the fi ling of the arbitration cause papers as part of the preliminary procedural formalities:

(i) claim by the claimant, KHEC to be fi led before 4 October 2005;

(ii) rejoinder by the respondent, the Consortium to be fi led before 18 November 2005; and

(iii) reply rejoinder by the claimant, KHEC to be fi led before 5 December 2005.

The Consortium had on 2 January 2006, fi led its counter-claim amounting to Rs13,61,61,931 (equivalent to approximately RM10.89 million) against KHEC’s claim of Rs8,44,26,981 (equivalent to approximately RM6.75 million) to the arbitral tribunal in India.

The Statement of Claim lodged by KHEC had subsequently been revised from Rs8,44,26,981 (equivalent to approximately RM6.75 million) to Rs9,84,58,245 (equivalent to approximately RM7.88 million) whilst the counter- claim submitted by the Consortium, had also been revised as per the rejoinder, from Rs13,61,61,931 (equivalent to approximately RM10.89 million) to Rs13,63,39,505 (equivalent to approximately RM10.91 million).

The Company was notifi ed on 4 March 2009 by solicitors acting on behalf of Consortium that the Arbitration Panel had at its meeting held on 26 February 2009 accepted the letter of withdrawal from the Arbitration Panel dated 18 February 2009 from the arbitrator nominated by KHEC. As such, the date for further meeting of the Arbitration Panel was a to communicated after the appointment of the substitute arbitrator to be nominated by KHEC under Section 15(2) of the Arbitration and Conciliation Act, 1996 of India.

The Company was notifi ed on 25 June 2009 that the fi rst sitting of the newly formed Arbitration Panel for the First Arbitration Proceedings comprising the Presiding Arbitrator, the arbitrator nominated by the Consortium and the substitute arbitrator nominated by KHEC was held on 20 June 2009.

The Arbitration proceedings is currently ongoing in India whereby the Arbitration Panel has yet to schedule a new continued hearing subsequent to the hearing on 19 April 2013.

Based on legal advice, the Consortium is of the view that the claim by KHEC is not sustainable.

Puncak Niaga Holdings Berhad Annual Report 2012 384

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

50. MATERIAL LITIGATIONS (CONTINUED)

(a) KHEC (continued)

(ii) The Second Arbitration Proceedings

KHEC had commenced a second arbitration proceedings against the PNHB-Lanco members of the Consortium (“the Second Arbitration”) on the basis of the terms of the JVA dated 13 February 2003 and the Supplemental Agreement to the JVA dated 26 March 2003 respectively, entered into between the Company, Lanco Infratech Limited and KHEC whereby KHEC is claiming for loss of profi t (inclusive of interest and other cost) amounting to Rs5,44,32,916 (equivalent to approximately RM4.35 million) as they allege that they, despite being a 10% shareowner, received only 4.31% out of the total value of the contract works of the Chennai Project. Subsequently, KHEC had fi led in an amended claim for damages and lost of profi t from Rs5,44,32,916 to Rs55,44,32,916 (equivalent to approximately RM4.35 million to RM44.3 million). PNHB-Lanco’s counsel had fi led an interim application to dismiss the claim of Rs50,00,00,000 (equivalent to approximately RM39.9 million) for compensation for loss of opportunity on the basis that it is frivolous and unreasonable.

The Second Arbitration proceedings which were heard by a single arbitrator have been completed wherein the parties have submitted their respective written submissions on 1 December 2012.

On 1 April 2013, PNHB-Lanco members of the Consortium received the Arbitrator’s Final Award dated 29 March 2013 wherein the PNHB-Lanco members of the Consortium are to pay interest for the delayed payment of enabling cost of Rs.58 Lakhs amounting to Rs14,62,503 (approximately RM83,627.38) only to the claimant, KHEC Heavy Engineering and Construction Sdn Bhd on or before 30 April 2013 and all other claims by the claimant were rejected.

PNHB-Lanco member of consortium has on 27 April 2013 complied with the Final Award of the Arbitration dated 29 March 2013 by paying the interest for the delayed payment of enabling cost of Rs.58 Lakhs amounting to Rs.14,62,503 to KHEC Heavy Engineering & Construction Sdn. Bhd.

(b) JAKS-KDEB

Kuala Lumpur High Court Suit No. D4-22-1452-2006

Both PUAS and SYABAS had been served with:

(i) A Writ of Summons and Statement of Claim dated 6 October 2006;

(ii) Ex-Parte Summons-in-Chambers dated 6 October 2006 (“Ex-Parte SIC”) and its supporting Affi davit affi rmed on 6 October 2006;

(iii) Amended Statement of Claim fi led on 18 October 2006; and

(iv) An Ex-Parte Injunction Order dated 18 October 2006 (“Ex-Parte Order”);

Annual Report 2012 Puncak Niaga Holdings Berhad 385

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

50. MATERIAL LITIGATIONS (CONTINUED)

(b) JAKS-KDEB (continued)

Kuala Lumpur High Court Suit No. D4-22-1452-2006 (continued)

(hereinafter referred to as “the Suit”) in respect of the Suit, by the solicitors of JAKS-KDEB (the “Plaintiff”) on 19 October 2006.

JAKS-KDEB had commenced legal action against PUAS and SYABAS in respect of an agreement dated 25 October 2001 entered into between JAKS-KDEB and the State Government pertaining to the supply of pipes and fi ttings in the State of Selangor Darul Ehsan and the Federal Territories of Kuala Lumpur and Putrajaya.

Vide the Ex-Parte SIC, the Plaintiff prayed for the following:

(i) An order to immediately restrain PUAS and/or SYABAS whether by themselves, their agents, servants, directors, contractors, nominees and/or all related parties to PUAS and/or SYABAS and/or assignees and/or successors- in-title or otherwise howsoever by injunction, be restrained from purchasing and/or obtaining and/or being given and/or dealing with and/or receiving all its requirements for the pipes (which includes straight pipes whether whole or in cut lengths of any material including but not limited to mild steel pipes) and fi ttings (which includes tees, bends, tapes, tapers, collars, fl ange adaptors, blank fl anges, mechanical joints and similar accessories) in respect of all water projects being carried out or to be carried out in the State of Selangor including the Federal Territories of Kuala Lumpur and Putrajaya from any other entities except from the Plaintiff until the disposal of the Plaintiff’s inter-parte application for an injunction;

(ii) An order to immediately restrain PUAS and/or SYABAS whether by themselves, their agents, servants, directors, contractors, nominees and/or all related parties to PUAS and/or SYABAS and/or assignees and/or successors- in-title or otherwise howsoever by injunction, be restrained from taking any further steps in supplying and/or dealing with all of the above pipes and fi ttings and/or including negotiations and/or award of contracts with any other entities arising out of and in connection with the purchasing and/or obtaining and/or being given and/or receiving all of its requirements for pipes and fi ttings in respect of all water projects being carried out or to be carried out in the State of Selangor including the Federal Territories of Kuala Lumpur and Putrajaya until the disposal of the Plaintiff’s inter-parte application for an injunction;

(iii) Costs to be costs in the cause;

(iv) That a date be fi xed for the inter-partes hearing of the Plaintiff’s application therein within 21 days from the date of the Ex-Parte Order; and

(v) Such further and other relief as the High Court deems fi t.

The above prayers were allowed by the High Court on the application of the Plaintiff’s Ex-Parte SIC in the absence of PUAS and SYABAS or their Solicitors being present in High Court on 18 October 2006. The Plaintiff’s Ex-Parte Order was effective for a period of twenty-one (21) days from 18 October 2006 until the date of the inter-partes hearing which has been fi xed on 7 November 2006.

Puncak Niaga Holdings Berhad Annual Report 2012 386

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

50. MATERIAL LITIGATIONS (CONTINUED)

(b) JAKS-KDEB (continued)

Kuala Lumpur High Court Suit No. D4-22-1452-2006 (continued)

PUAS and SYABAS deny and refute all allegations raised by the Plaintiff in the Suit and have instructed their Solicitors to fi le an application vide Summons in Chambers dated 1 November 2006 to set aside the Ex-Parte Order and to vigorously defend themselves against the Plaintiff’s claim on the day of the inter-partes hearing fi xed on 7 November 2006.

At the hearing on 7 November 2006 (the “Hearing”), the High Court on the application of the Plaintiff’s Solicitors, allowed an adjournment of the Hearing to 17 November 2006 to enable the Plaintiff to prepare a reply affi davit to the affi davit fi led by the State Government, the 3rd Defendant to the Suit. Subsequently, the Hearing was adjourned to 20 November 2006.

At the hearing on 20 November 2006, the High Court fi xed 22 November 2006 as the date to give its decision on the Inter-Partes application for injunction. The High Court also ordered that no ad-interim order extending the Ex- Parte injunction would be granted for the period from 20 November until 22 November 2006. This means that for this period, SYABAS was free to obtain its pipe supply from any source.

At the hearing on 22 November 2006, the High Court did not grant the injunction order applied for by JAKS-KDEB and instead proceeded to fi x a date for the Case Management on 15 January 2007. However, the High Court had postponed the Case Management to 13 February 2007 and subsequently to 22 March 2007.

On 22 March 2007, the High Court fi xed the Case Management for mention on 4 April 2007. The application by JAKS-KDEB for Discovery against PUAS and SYABAS and Inspection of SYABAS Concession Agreement was also heard on 22 March 2007 and a decision was fi xed for hearing on 4 April 2007. At the hearing on 4 April 2007, the High Court allowed the application for Discovery by JAKS-KDEB against PUAS and SYABAS and accordingly, ordered the discovery and inspection of SYABAS Concession Agreement.

Upon consultation with its solicitors on the prospect of fi ling an appeal, SYABAS has instructed its solicitors to proceed to fi le an appeal with the Court of Appeal. The appeal was subsequently fi led in the Court of Appeal on 3 May 2007. At the hearing on 15 July 2008 at the Court of Appeal, the Court of Appeal has dismissed SYABAS’ appeal against the Order for Discovery by the High Court dated 4 April 2007 ordering disclosure of the Concession Agreement with costs. SYABAS had instructed its solicitors not to proceed with further appeal to the Federal Court. The decision was based primarily on the fact that the Federal Government and State Government did not object to the disclosure of the Concession Agreement at the High Court.

At the hearing on 3 October 2007, the High Court had allowed the application to amend the Statement of Defence, with costs and ancillary costs to be borne by PUAS and SYABAS.

Annual Report 2012 Puncak Niaga Holdings Berhad 387

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

50. MATERIAL LITIGATIONS (CONTINUED)

(b) JAKS-KDEB (continued)

Kuala Lumpur High Court Suit No. D4-22-1452-2006 (continued)

In view of the dissolution of Jabatan Kawalselia Air Selangor (“JKAS”) previously being the recipient of the written notifi cation and written report as stated in High Court Order dated 22 November 2006, SYABAS had instructed its solicitors to fi le an application in the High Court to amend the said Order by replacing JKAS as the recipient with Suruhanjaya Perkhidmatan Air Negara (“SPAN”) and the said application which was fi xed for Hearing on 20 April 2009 was subsequently postponed to 19 May 2009 and 25 June 2009.

The High Court had on 6 July 2009 fi xed the Hearing of the First and Second Defendants’ application to amend the High Court Order dated 22 November 2006 to 22 July 2009. The High Court had directed the Plaintiff to fi le a further Affi davit to state that the Plaintiff intends to add the State Government in the Order in view that the application is only in respect of amending the entity to SPAN.

On 22 July 2009, the High Court had at the Hearing of the First and Second Defendants’ application to amend the High Court Order dated 22 November 2006 allowed the addition of the words “dan/atau Kerajaan Negeri Selangor” to be added in the Order together with the word “SPAN”. The addition was requested by the Plaintiff and consented by the Selangor State Legal Advisor, representing the 3rd Defendant.

The High Court had subsequently adjourned the matter for Hearing on 30 October 2009 as the 3rd Defendant intends to oppose the Plaintiff’s application to amend the Statement of Claim. The Hearing was adjourned to 12 November 2009 to enable the 3rd Defendant to fi le its Affi davit in Reply to the Plaintiff’s Affi davit in Reply. At the Hearing held on 12 November 2009 for the Plaintiff’s application to amend the Statement of Claim, the High Court had fi xed the matter for decision on 18 November 2009. At the Case Management held on 18 November 2009, the High Court had allowed the Plaintiff’s application to amend the Statement of Claim and fi xed the matter for further Case Management on 12 January 2010. In response, SYABAS has then fi led the Amended Statement of Defence on 22 January 2010 and the matter was fi xed for further Case Management on 25 March 2010.

At the Case Management held on 25 March 2010, the High Court adjourned the matter to 5 April 2010 for mention to ascertain whether the matter can proceed by the way of mediation. On 5 April 2010, the High Court had adjourned the matter to 10 May 2010 for Case Management to enable the parties to comply with the High Court’s directions and to fi x the matter for trial since the parties were not agreeable to mediate. Further Case Management was held on 4 June 2010 and 4 August 2010 and the next Case Management was fi xed on 29 September 2010. The High Court had subsequently adjourned the matter for Hearing on 12 October 2010 with trial date been tentatively fi xed on 16 October 2010 and 17 October 2010 subject to reconfi rmation at the next Case Management date. At the Case Management held on 12 October 2010, the High Court had fi xed the trial dates on 16 December 2010, 17 December 2010, 20 January 2011 and 21 January 2011. The oral submissions will be heard on 24 January 2011 and 25 January 2011.

Puncak Niaga Holdings Berhad Annual Report 2012 388

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

50. MATERIAL LITIGATIONS (CONTINUED)

(b) JAKS-KDEB (continued)

Kuala Lumpur High Court Suit No. D4-22-1452-2006 (continued)

At the hearing on 17 December 2010, the High Court had vacated the trial date on 20 January 2011 and fi xed new trial dates on 28 March 2011 to 31 March 2011. The trial date fi xed on 21 January 2011 and the oral submissions dates fi xed on 24 January 2011 and 25 January 2011 remain unchanged.

At the trial held on 21 January 2011, the High Court had vacated the dates previously fi xed for the oral submissions on 24 January 2011 and 25 January 2011 and fi xed additional dates for continued trials on 24 January 2011, 25 January 2011 and 26 January 2011. The trial dates previously fi xed on 28 March 2011 to 31 March 2011 remain unchanged. At the trial held on 28 March 2011, the High Court vacated the dates on 30 March 2011 and 31 March 2011. The trial dates on 28 March 2011 and 29 March 2011 remain unchanged. The matter was fi xed for further full trial on 5 May 2011, 6 May 2011, 20 May 2011, 8 June 2011, 9 June 2011 and 10 June 2011. Since the trial concluded on 9 June 2011, the trial fi xed for 10 June 2011 was vacated and the matter was fi xed for decision on 12 September 2011.

The High Court had on 12 Sept 2011 postponed the decision date for the matter to 5 October 2011 as post-trial submissions only closed on 9 September 2011. On 5 October 2011, the High Court had dismissed the plaintiff’s claim against the Defendants which include PUAS and SYABAS. On 3 November 2011, JAKS-KDEB had fi led a Notice of Appeal to the Court of Appeal against the decision by the High Court on 5 October 2011.

SYABAS has been informed by its solicitors on 3 December 2012 that the Court of Appeal had fi xed the matter for case management on 10 January 2013.

At the case management held on 10 January 2013, the Court of Appeal had fi xed the matter for further case management on 26 February 2013 to fi x the hearing date on the Appeal fi led by JAKS-KDEB Consortium Sdn Bhd.

At the case management held on 26 February 2013, the Court Of Appeal fi xed the matter for Hearing on 22 May 2013 on the Appeal fi led by JAKS-KDEB Consortium Sdn Bhd.

(c) ADP-PJI Joint Venture (“ADP-PJI JV”)

On 27 February 2009, PNSB was notifi ed by its solicitors on the Points of Claim dated 25 February 2009 served by ADP-PJI JV on 26 February 2009 for arbitration proceedings against PNSB.

The details of the arbitration are as follows:

(i) By way of a Letter of Award dated 5 August 2004, PNSB awarded the design, construction, completion and commissioning of a water treatment plant (“the Works”) for the “Projek Pembinaan Loji/Kolam Takungan dan Paip Utama Telibong dan Telipok, Sabah” (“Sabah Project”) to an unincorporated joint venture known as ADP-PJI JV for a fi xed price lump sum of RM65,161,515.01.

Annual Report 2012 Puncak Niaga Holdings Berhad 389

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

50. MATERIAL LITIGATIONS (CONTINUED)

(c) ADP-PJI Joint Venture (“ADP-PJI JV”) (continued)

(ii) On 26 December 2007, upon the advice of its solicitors, PNSB issued a notice determining the employment of ADP-PJI JV for, inter alia, a failure to proceed regularly and diligently with the Works. ADP-PJI JV disputed the termination and referred the matter to the Superintending Offi cer (‘S.O.’) under the contract for a decision. Following the reference to the S.O. for a decision and being dissatisfi ed with the same, ADP-PJI JV had referred the disputes surrounding the termination of their employment to arbitration.

(iii) ADP-PJI JV via its solicitors had served a Points of Claim dated 25 February 2009 in the arbitration against PNSB via PNSB’s solicitors on 26 February 2009.

(iv) The Points of Claim seeks various reliefs arising from the alleged wrongful determination of ADP-PJI JV’s employment. ADP-PJI JV is claiming for the sum of RM10,080,201.31 for loss, expense and damages, disruption to progress of employment works, failure to pay the amounts certifi ed and for works completed which have not been certifi ed and other breaches of contract or such other sum as ADP-PJI JV may be found entitled to recover from PNSB arising from the alleged wrongful determination of ADP-PJI JV’s employment.

(v) On 27 April 2009, PNSB had served its Points of Defence and Counter Claim in the arbitration stating, among others, that PNSB has rightfully determined the employment of ADP-PJI JV due to ADP-PJI JV’s breaches of the contract for the “Projek Pembinaan Loji/Kolam Takungan dan Paip Utama Telibong dan Telipok, Sabah” and the failure to meet the completion date for the Sabah Project.

PNSB’s Counter Claim involves amongst others, the additional costs incurred in completing the works for the Sabah Project (“Works”), additional costs in respect of the maintenance obligations, management and staff costs, damages, liquidated or general damages by reason of the delay in completion of the Works and overtime claim by the engineers for the purposes of construction supervision.

(vi) PNSB was notifi ed on 1 June 2009 by its solicitors that the latter had been served with ADP-PJI JV’s Reply and Defence to Counterclaim dated 28 May 2009 by the solicitors acting for ADP-PJI JV, which in substance joins issue with PNSB’s Points of Defence and Counterclaim dated 27 April 2009 and reiterates ADP-PJI JV’s earlier position vide its Points of Claim dated 25 February 2009.

(vii) PNSB had on 4 November 2010 closed their case and the Arbitrator had directed for written submissions to be fi led by ADP-PJI JV and PNSB by 29 January 2011 and 1 April 2011 respectively and reply, if any, by 2 May 2011.

(viii) The Arbitrator had subsequently allowed PNSB’s solicitors to fi le in their written submission by 3 May 2011 and correspondingly, ADP-PJI JV’s solicitors is required to submit their reply by 3 June 2011.

(ix) The Respondent’s written submission had been fi led with the Arbitrator on 3 May 2011.

Puncak Niaga Holdings Berhad Annual Report 2012 390

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

50. MATERIAL LITIGATIONS (CONTINUED)

(c) ADP-PJI Joint Venture (“ADP-PJI JV”) (continued)

On 18 February 2013, PNSB’s solicitors received the Arbitrator’s published Final Award dated 31 January 2013 in respect of the arbitration whereby the Arbitrator has, inter alia, decided as follows:

(i) That the determination of the Claimants’ employment under the Contract is unlawful and invalid.

(ii) That the Respondent shall pay to the Claimants the sum of Ringgit Malaysia Seven Million Nine Hundred And Seventy Thousand Nine Hundred And Five And Sen Eighty Seven (RM7,970,905.87) only (“Award Sum”) of which Ringgit Malaysia Three Million Five Hundred And Fifty Two Thousand One Hundred And Seven And Sen Fifty Six (RM3,552,107.56) only and Ringgit Malaysia Three Million Two Hundred And Fifty Eight Thousand And Seventy Five And Sen Seventy Five (RM3,258,075.75) only are payment for certifi ed works and retention monies, respectively.

(iii) That the Respondent shall also pay interests to the Claimants at the rate of 8% per annum on the Award Sum from 26 December 2007. Such interests will continue to run until the actual realisation of the said payments by the Respondent.

(iv) That the Respondent shall bear and pay the Claimants’ costs in the Arbitration Proceedings upon a party and party basis.

(v) That the Respondent shall pay and bear the costs of the Award.

(vi) That all other requests and claims of the Claimants and Respondent are rejected.

On 19 March 2013, the parties have reached an amicable settlement in respect of the Final Award dated 31 January 2013. The full and fi nal settlement sum of Ringgit Malaysia Ten Million One Hundred And One Thousand And Ninety Five And Sen Forty Three (RM10,101,095.43) only made by PNSB mutually releases and discharges the parties from all obligations and liabilities (including any claims as to interest and costs) arising under and/or in connection with the said Final Award.

(d) SPLASH

Kuala Lumpur High Court Civil Suit No. D-22ND-398-2009

On 19 November 2009, SYABAS was served with a Writ and Statement of Claim (“Statement of Claim”) dated 30 October 2009 from the solicitors acting for SPLASH.

SPLASH’s claim is for alleged outstanding amount due and owing in respect of the Supply Charge and Capacity Charge from SYABAS under the Privatisation Agreement dated 24 January 2000, Supplemental Agreement dated 3 February 2005 and the Novation Agreement dated 3 February 2005.

Annual Report 2012 Puncak Niaga Holdings Berhad 391

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

50. MATERIAL LITIGATIONS (CONTINUED)

(d) SPLASH (continued)

Kuala Lumpur High Court Civil Suit No. D-22ND-398-2009 (continued)

In the Statement of Claim, SPLASH sought for, inter alia, the following:

(i) The sum of RM196,343,723.99 being payment for the invoices;

(ii) Interest on the sum of RM22,495,131.18 which is the Capacity Charge for the month of October 2008 at the rate of one percent (1%) per annum plus the Base Lending Rate of Malayan Banking Berhad on a daily basis from 1 February 2009 until the date of full realisation;

(iii) Interest on the sum of RM23,103,687.43 which is the Capacity Charge for the month of November 2008 at the rate of one percent (1%) per annum plus the Base Lending Rate of Malayan Banking Berhad on a daily basis from 1 March 2009 until the date of full realisation;

(iv) Interest on the sum of RM19,387,068.61 which is the Capacity Charge for the month of December 2008 at the rate of one percent (1%) per annum plus the Base Lending Rate of Malayan Banking Berhad on a daily basis from 1 April 2009 until the date of full realisation;

(v) Interest on the sum of RM28,283,988.12 which is the Capacity Charge for the month of January 2009 at the rate of one percent (1%) per annum plus the Base Lending Rate of Malayan Banking Berhad on a daily basis from 1 May 2009 until the date of full realisation;

(vi) Interest on the sum of RM26,653,975.96 which is the Capacity Charge for the month of February 2009 at the rate of one percent (1%) per annum plus the Base Lending Rate of Malayan Banking Berhad on a daily basis from 1 June 2009 until the date of full realisation;

(vii) Interest on the sum of RM27,268,760.61 which is the Capacity Charge for the month of March 2009 at the rate of one percent (1%) per annum plus the Base Lending Rate of Malayan Banking Berhad on a daily basis from 1 July 2009 until the date of full realisation;

(viii) Interest on the sum of RM24,797,813.57 which is the Capacity Charge for the month of April 2009 at the rate of one percent (1%) per annum plus the Base Lending Rate of Malayan Banking Berhad on a daily basis from 1 August 2009 until the date of full realisation;

(ix) Interest on the sum of RM24,353,298.51 which is the Capacity Charge for the month of May 2009 at the rate of one percent (1%) per annum plus the Base Lending Rate of Malayan Banking Berhad on a daily basis from 1 September 2009 until the date of full realisation; and

(x) Costs.

Puncak Niaga Holdings Berhad Annual Report 2012 392

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

50. MATERIAL LITIGATIONS (CONTINUED)

(d) SPLASH (continued)

Kuala Lumpur High Court Civil Suit No. D-22ND-398-2009 (continued)

SYABAS had instructed its solicitors to defend the above claims. The solicitors of SYABAS had on 6 January 2010, fi led and served SYABAS’ Defence to the claim fi led by SPLASH dated 30 October 2009. The High Court had on 26 January 2010 fi xed the case for mention on 22 February 2010 and for further case management on 25 March 2010 for SPLASH to amend the Statement of Claim. The High Court had on 30 April 2010 allowed the Plaintiff’s application to amend their Writ of Summons and Statement of Claim by consent. The solicitors of SYABAS had on 18 May 2010 fi led and served the Amended Defence dated 18 May 2010.

On 20 August 2010, the High Court adjourned the hearing to 29 September 2010 and allowed the parties to exchange affi davits in the meantime. At the hearing on 29 September 2010, the High Court postponed the hearing for SPLASH’s application under Order 33 Rule 2 for the High Court to determine preliminary issues on the construction of the proportionate payment clauses in the Novation Agreement with SYABAS, to 29 October 2010 whilst SYABAS’ application to reamend the Amended Defence was allowed with costs.

At the hearing on 29 October 2010, the High Court had reserved decision of SPLASH’s application to 12 November 2010.

SPLASH’s application under Order 33 Rule 2 to hear the preliminary issues were allowed by the High Court on 12 November 2010 and the matter was fi xed for Hearing on 10 January 2011.

At the Hearing held on 29 November 2010 of the Plaintiff’s application to reamend the Amended Writ of Summons and the Statement of Claim, the High Court fi xed the matter for decision on 3 December 2010. The hearing date of the Writ of Summons and the preliminary issues under SYABAS’ application under Order 33 Rule 2 which was originally fi xed on 10 January 2011 was vacated and the matter was fi xed for hearing on 7 January 2011. The solicitors of SYABAS had fi led a notice of appeal against the decision of the High Court dated 12 November 2010 which allowed SPLASH’s Application under Order 33 Rule 2 for the preliminary issues to be heard. At the hearing on 3 December 2010, the High Court had allowed the Application by the Plaintiff to reamend the Amended Statement of Claim and the matter was fi xed for hearing on 7 January 2011.

At the hearing held on 7 January 2011 on the Writ of Summons and preliminary issues (Order 33 Rule 2 of the High Court), the High Court fi xed the matter for decision on 16 February 2011 which was subsequently fi xed for decision on 21 February 2011. The Court of Appeal had fi xed the appeal for case management on 17 February 2011. The case management originally fi xed on 17 February 2011 by the Court of Appeal for the appeal had been postponed to be fi xed on 25 February 2011 upon application by SYABAS’ solicitors pending decision by the High Court on the plaintiff’s claim which had been fi xed on 21 February 2011.

The SYABAS’ appeal against the Order of the High Court on the Plaintiff’s application pursuant to Order 33 of the Rules of the High Court 1980 for the hearing of the preliminary issues had been fi xed for Case Management on 22 March 2011. The High Court had brought forward the hearing date of the oral application for stay of the order pending appeal from 6 April 2011 to 29 March 2011. SYABAS’ appeal against the Order of the High Court on the Plaintiff’s application pursuant to Order 33 of the Rules of the High Court 1980 had been adjourned to 5 April 2011.

Annual Report 2012 Puncak Niaga Holdings Berhad 393

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

50. MATERIAL LITIGATIONS (CONTINUED)

(d) SPLASH (continued)

Kuala Lumpur High Court Civil Suit No. D-22ND-398-2009 (continued)

On 30 June 2011, the Court of Appeal decided in respect of SYABAS’ appeal as follows:

(i) Order of the High Court dated 11 December 2010 allowing the Plaintiff’s application pursuant to Order 33 of the Rules of the High Court 1980 (“1st Appeal”) was not allowed; and

(ii) SYABAS’ appeal against the Order of the High Court SYABAS’ dated 21 February 2011 (Civil Appeal W-02 (NCC) 504-2011) (“2nd Appeal”) was allowed in part.

At the hearing of SYABAS’ application for a stay of execution of the Order of the High Court dated 21 February 2011 (“Order”) on 29 March 2011, the High Court extended the order for stay of execution of the Order (excluding the taking of accounts) until the disposal of the appeal. SPLASH was granted liberty by consent to apply to set aside the stay should there be any delay in the disposal of the appeal beyond 7 May 2011. The stay of execution does not prevent SPLASH from applying for accounts of all payments due before the Registrar as there is no stay of the proceedings.

The High Court had 21 February 2011 declared that SYABAS must pay in full and not proportionately and subsequently ordered an account of all payments due to SPLASH in respect of invoices issued after the date of the writ to be taken before the Deputy Registrar of the New Commercial Court on a date to be fi xed. The High Court had ordered SYABAS to pay lump sum costs of RM30,000.00 in respect of the Reamended Writ of Summons and the Statement of Claim in lieu of taxation to the plaintiff and also granted SYABAS an interim stay on enforcement of the Judgement until 6 April 2011 pending full argument on stay on merits. The solicitors of SYABAS fi led a Notice of Appeal on 22 February 2011 at the Court of Appeal against the decision of the High Court dated 21 February 2011.

The matter which came up for Case Management on 25 February 2011 at the Court of Appeal, was fi xed for further Case Management on 22 March 2011, pending the fi ling of the Records of Appeal for the appeal dated 22 February 2011 against the Decision of the High Court dated 21 February 2011. The appeal against the Decision of the High Court on 21 February 2011 fi xed for Case Management on 29 March 2011 was subsequently adjourned to 5 April 2011. The Court of Appeal had fi xed the hearing of SYABAS’ appeals against the Orders of the Rules of High Court and the decision of the High Court on 21 February 2011, on 30 May 2011 and the written submissions to be fi led by 16 May 2011. The written submissions date was changed from 16 May 2011 to 14 June 2011.

The earlier hearing date fi xed on 30 May 2011 was vacated.

Puncak Niaga Holdings Berhad Annual Report 2012 394

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

50. MATERIAL LITIGATIONS (CONTINUED)

(d) SPLASH (continued)

Kuala Lumpur High Court Civil Suit No. D-22ND-398-2009 (continued)

On 27 May 2011, a sealed copy of the Plaintiff’s Summon in Chambers for the hearing of the taking of the accounts pursuant to the Decision of the High Court dated 21 February 2011 was served on SYABAS’ solicitors and the matter was fi xed for hearing on 9 June 2011. On 8 June 2011, SYABAS’ solicitors was informed by the Plaintiff’s solicitors that the High Court had approved the Plaintiff’s application to adjourn the hearing for the taking of accounts pursuant to the Decision of the High Court of 21 February 2011 to 24 June 2011. The original hearing date fi xed on 9 June 2011 was vacated. The hearing for the taking of accounts pursuant to the Decision of the High Court of 21 February 2011 was adjourned to 1 July 2011 for continuation of hearing. At the High Court hearing held on 1 July 2011 of the Plaintiff’s application for the taking of accounts of all payments due from the Defendant on all invoices issued after the date of the amended Writ of Summons, the Plaintiff’s application was withdrawn with no order as to costs in view of the decision of the Court of Appeal on 30 June 2011.

At the mention on 15 July 2011 at the High Court, the Plaintiff withdrew the application to remove the stay of execution of the Order dated 21 February 2011 with no order as to costs. In respect of the application for interim payment, after hearing counsel for both parties, the Judge fi xed the said application and any other application that may be fi led for hearing on 22 July 2011. On 20 July 2011, SYABAS’ solicitors was served with a Summons in Chambers dated 19 July 2011 (“SIC”) by the Plaintiff’s solicitors, an application by the Plaintiff for a consequential order for the taking of accounts pursuant to the Decision of the High Court of 21 February 2011. SYABAS had on 21 July 2011 fi led its Affi davit pursuant to the SIC. At the hearing held on 22 July 2011, the High Court fi xed the mention on 19 August 2011 for the parties to seek clarifi cation from the Court of Appeal on the Court of Appeal’s decision dated 30 June 2011.

The matter was fi xed for further mention on 20 September 2011 pending the disposal of the motion of SPLASH to the Court of Appeal (fi led on 2 August 2011) for clarifi cation of the Order of the Court of Appeal dated 30 June 2011. On 28 July 2011, SYABAS’ solicitors were notifi ed by SPLASH’s solicitors that the latter intend to fi le a Notice of Motion for leave to appeal to the Federal Court against the part of decision of the Court of Appeal which was not in their favour. Counsels have perused the Notice of Motion have fi led the affi davit to oppose SPLASH’s application. At the case management on SPLASH’ Notice of Motion held on 11 August 2011, the Federal Court fi xed the matter for hearing on 17 October 2011. The hearing of SPLASH’s application for leave to appeal to the Federal Court against the decision of the Court of Appeal of 30 June 2011 which was fi xed for 17 October 2011 was vacated. The court has fi xed the application for case management on 3 November 2011. At the case management held on 3 November 2011 and upon the request of SPLASH’s solicitors, the Federal Court had fi xed the next case management on 6 December 2011 pending the hearing and disposal of the two (2) motions of SPLASH in the Court of Appeal (for clarifi cation and to amend the Order dated 30 June 2011).

The Federal Court had at the case management held on 6 December 2011 fi xed the matter for further case management on 30 January 2012 pending the hearing and disposal of the two (2) motions of SPLASH in the Court of Appeal (for clarifi cation and to amend the Order dated 30 June 2011).

Annual Report 2012 Puncak Niaga Holdings Berhad 395

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

50. MATERIAL LITIGATIONS (CONTINUED)

(d) SPLASH (continued)

Kuala Lumpur High Court Civil Suit No. D-22ND-398-2009 (continued)

At the case management held on 30 January 2012, the Federal Court had fi xed the matter for further case management on 23 February 2012 pending the hearing and disposal of the two (2) motions of SPLASH in the Court of Appeal (for clarifi cation and to amend the Order dated 30 June 2011).

On 13 February 2011, the Plaintiff’s solicitors informed the Court of Appeal that the Plaintiff’s applications for motion for clarifi cation and to amend the Order of the Court of Appeal dated 30 June 2011 was fi xed for hearing on 20 February 2012.

At the hearing held on 20 February on the Plaintiff’s applications for motion for clarifi cation and to amend the Order of the Court of Appeal dated 30 June 2011 (“Order”), the Court of Appeal had:-

(i) Allowed the Order to be amended so that the relevant parts of the Order will read as:-

“Appeal is allowed in part. Order of the High Court is set aside except the declaration in paragraph 1 of the Order is affi rmed subject to the deletion of the words “tanpa mengambil kira keupayaan Defendan untuk membayar kepada Plaintiff jumlah secara penuh”, with no order as to costs”.

(ii) Not made any Order on the Motion by SPLASH for clarifi cation.

At the hearing held on 21 February 2011 on the Plaintiff’s two (2) Motions namely, the applications for Interim Payment and Consequential Orders, the Plaintiff had withdrawn their motion for the Interim Payment. The High Court had fi xed the hearing for the Consequential Order on 29 March 2012.

On 29 August 2011, SYABAS’ solicitors served a sealed copy of SPLASH’S Notice of Motion and Affi davit in Support which was affi rmed on 3 August 2011. The motion for clarifi cation of the decision of the Court of Appeal on 30 June 2011 fi xed for hearing on 22 September 2011 has been adjourned to 27 October 2011, pending the clarifi cation at the Court of Appeal and hearing of the notice of motion for leave to appeal to the Federal Court. The matter was fi xed for mention on 27 October 2011. The Kuala Lumpur High Court allowed the application by Splash to adjourn the hearing on 27 October 2011, pending the clarifi cation at the Court of Appeal and hearing of the notice of motion for leave to appeal to the Federal Court. The applications by SPLASH’s for Consequential Orders and Interim Payment was fi xed for hearing on 27 October 2011. On 27 October 2011, the Court has fi xed both SPLASH’s application for Consequential Orders and Interim Payment for Mention on 31 October 2011 to fi x a new hearing date. SPLASH’s applications for Consequential Orders and Interim Payment came up for Mention on 31 October 2011 and is now fi xed for Hearing on 21 February 2012.

Puncak Niaga Holdings Berhad Annual Report 2012 396

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

50. MATERIAL LITIGATIONS (CONTINUED)

(d) SPLASH (continued)

Kuala Lumpur High Court Civil Suit No. D-22ND-398-2009 (continued)

On 21 November 2011, SYABAS’ solicitors informed that the Court of Appeal had fi xed the Case Management for the motion for clarifi cation and to amend the Order of the Court of Appeal and Decision dated 30 June 2011 on 22 November 2011. At the Case Management held on 22 November 2011 for the Plaintiff’s application on the motion for clarifi cation and to amend the Order of the Court of Appeal and Decision dated 30 June 2011, the Court of Appeal had informed that the Court will write to the parties once the hearing date is fi xed.

At the case management held on 23 February 2012 pursuant to the motion by SPLASH for leave to appeal to the Federal Court, the Federal Court had fi xed the matter for hearing on 10 May 2012.

At the hearing held on 29 March 2012 on the Plaintiff’s application for a Consequential Order, the High Court had allowed the Plaintiff to withdraw its application and order for the application with loss of RM15,000 to be awarded to SYABAS.

On 10 May 2012, the Federal Court has postponed the hearing of SPLASH’s motion for leave to appeal to the Federal Court to 9 August 2012.

The hearing scheduled to be held on 9 August 2012 for SPLASH’s motion for leave to appeal to the Federal Court had been adjourned as the Court of Appeal has not provided the written grounds of Judgement. The Federal Court will write to the parties to fi x the matter for Case Management and, subject to the availability of the written grounds of Judgement, another date would be fi xed to hear the motion.

At the case management held on 22 October 2012, the Federal Court had fi xed the Motion for Leave to appeal for Hearing on 28 February 2013.

On 28 February 2013, the Federal Court unanimously dismissed the application fi led by SPLASH for leave to appeal against the decision of the Court of Appeal, with cost of RM20,000 awarded to SYABAS. The Motion for Leave was fi led by SPLASH against the decision of the Court of Appeal given on 30 June 2011 which had earlier allowed SYABAS’ appeal against the decision of the High Court. By the Federal Court decision, the decision of the Court of Appeal recognising SYABAS’ right to pay SPLASH on a proportionate basis was upheld by the Federal Court.

Annual Report 2012 Puncak Niaga Holdings Berhad 397

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

50. MATERIAL LITIGATIONS (CONTINUED)

(e) Kerajaan Negeri Selangor (“ State Government”)

Kuala Lumpur High Court Originating Summons No. D-24NCC-388-2010

On 10 November 2010, SYABAS has instituted legal proceedings against Kerajaan Negeri Selangor (“State Government”) at the High Court in Kuala Lumpur vide Originating Summons No: D-24NCC-388-2010 which was supported by an affi davit in support dated 9 November 2010. In the said Originating Summons, SYABAS is seeking the following relief:

(i) A declaration that upon a true construction of the Concession Agreement dated 15 December 2004, there is a sum of RM471,642,916.00 due and owing from the State Government to SYABAS for the period from 1 January 2009 to 31 December 2009;

(ii) That the State Government do pay the said sum of RM471,642,916 to SYABAS forthwith upon making of this Order;

(iii) Costs of the action to be paid by the State Government to SYABAS in any event; and

(iv) Such further or other relief or remedy as the Court shall deem just.

On 18 November 2010, the Originating Summons and the Affi davit in Support were served on the State Government. On 25 November 2010, the State Government’s solicitors entered appearance on behalf of the State Government. The matter came up for case management on 2 December 2010 where the High Court allowed the State Government’s solicitors’ request for a 2 week extension of time to fi le the State Government’s affi davit in reply and thereafter adjourned the matter for further case management on 16 December 2010. On the case management date 16 December 2010, the State Government’s affi davit in reply dated 15 December 2010 was served on SYABAS’ solicitors. The High Court then directed SYABAS to fi le its affi davit in reply by 31 December 2010 and further fi xed the matter for Hearing on 11 February 2011. The High Court also directed parties to fi le their respective submissions by 8 February 2011. The High Court also informed that parties may agree between themselves any extension of time for fi ling of affi davits provided that the hearing date is not affected. In this regard, the State Government’s solicitors agreed to SYABAS fi ling the affi davit in reply by 10 January 2011.

On 10 January 2011, SYABAS’ solicitors fi led SYABAS’ Affi davit in Reply dated 10 January 2011 in the High Court and served a copy of the same on the State Government’s solicitors. On 24 January 2011, the State Government’s affi davit in reply dated 24 January 2011 was served on SYABAS’ solicitors. On 2 February 2011, SYABAS’ solicitors fi led SYABAS’ affi davit (3) dated 28 January 2011 in the High Court and served a copy of the same on the State Government’s solicitors. On 7 February 2011, the State Government’s solicitors served on SYABAS’ solicitors a summons in chambers dated 7 February 2011 (“State Government’s application”) for inter alia, an Order to convert the Originating Summons into a writ action or alternatively that the State Government be given leave to cross-examine the deponent of SYABAS’ affi davits, which was fixed for hearing on 11 February 2011. On 8 February 2011, SYABAS’ solicitors fi led the written submission for the Originating Summons. On 10 February 2011, SYABAS’ solicitors fi led SYABAS’ affi davit dated 10 February 2011 in Court and served a copy of the same on the State Government’s solicitors to oppose the State Government’s application. On 23 February 2011, the State Government fi led their Affi davit in Reply dated 23 February 2011 and served a copy of the same on SYABAS’ solicitors, in reply to Syabas’ Affi davit dated 10 February 2011 in relation to the State Government’s application.

Puncak Niaga Holdings Berhad Annual Report 2012 398

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

50. MATERIAL LITIGATIONS (CONTINUED)

(e) Kerajaan Negeri Selangor (“ State Government”) (continued)

Kuala Lumpur High Court Originating Summons No. D-24NCC-388-2010 (continued)

On 11 February 2011, the High Court decided to hear the State Government’s application fi rst and fi xed it for clarifi cation/decision on 28 February 2011. As for the Originating Summons, the High Court fi xed the matter for case management on 28 February 2011 immediately after the clarifi cation and/or decision in respect of the State Government’s application.

On 28 February 2011, the High Court allowed the State Government’s application to convert the Originating Summons into a writ action. The matter was fi xed for case management on 16 March 2011. The matter was fi xed for further Case Management on 30 March 2011 pending the State Government’s offi cial response on its stand in respect of SYABAS’ claim for compensation and tariff adjustment. The current judge for the case had recused himself from hearing the case any further. The matter was fi xed for case management before a new judge on 11 April 2011 which subsequently upon written request by SYABAS’ solicitors, was rescheduled to 12 April 2011.

The matter came up for Case Management for the fi rst time before NCCI High Court Judge on 12 April 2011. The parties informed the learned Judge that they are working out the mechanics of the proposed hearing. The learned Judge then fi xed a further case management date on 6 May 2011.

The Court has fi xed the matter for further case management on 10 May 2011 to enable the defendant’s leading counsel to attend the same. The Court has further fi xed the case management on 27 May 2011 pending the defendant’s fi ling of an application to join the Federal Government as a party to the proceedings. As the defendant had decided not to bring in the Federal Government as a party to the proceedings, the case management on 27 May 2011 was fi xed for further case management on 28 June 2011 for Syabas to take instruction on the mode of action and pleadings.

At the case management held on 28 June 2011, the High Court allowed SYABAS’ application to withdraw with liberty to fi le afresh by way of a writ of summons with no order as to costs. The withdrawal of the suit by SYABAS with liberty to fi le afresh with no order as to costs are for the following reasons:

(i) It was the defendant’s application to convert the originating summons to a writ;

(ii) It will be more appropriate in the circumstances to have proper pleadings rather than the present affi davit form; and

(iii) The plaintiff still intend to proceed with the claim by way of a fresh writ action.

On 17 April 2012, the Kuala Lumpur High Court has re-scheduled the case management to 27 April 2012.

Annual Report 2012 Puncak Niaga Holdings Berhad 399

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

50. MATERIAL LITIGATIONS (CONTINUED)

(f) ABASS

Kuala Lumpur High Court Writ Summons No: 22NCC-543-2011

SYABAS has been served with a Writ and Statement of Claim (“Statement of Claim”) dated 28 March 2011 from the solicitors acting for ABASS on 30 March 2011.

In the Statement of Claim, ABASS is claiming against SYABAS for, inter alia, the following:

i) A declaration that SYABAS is liable to make full payment on all invoices issued by ABASS pursuant to the Privatization Cum Concession Agreement dated 9 December 2000, the Supplemental Agreements dated 10 February 2001, 28 August 2001 and 15 February 2005 and the Novation Agreement dated 15 February 2005 particularly in accordance to Section 4.04 (c) of the Novation Agreement and that SYABAS’s liability to make payment in full is not in any way diminished or mitigated by reason of its right to make proportionate payment to the water concessionaires;

ii) Judgment for the sum of RM149,478,553.02;

iii) An account of all payments due to ABASS in respect of invoices issued after the date of the Writ herein be taken by the Honourable Court and an order that SYABAS do pay ABASS all such sums found to be due on the taking of such account;

iv) Interest on the outstanding amount of the invoices for the months from January 2010 to October 2010 at the rate of 1% per annum plus the base lending rate of Malayan Banking Berhad calculated on daily basis until the date of full payment by SYABAS;

v) Interest on the outstanding amount of the previous outstanding invoices for the months from June 2006 to December 2009 in the sum of RM6,218,522.57;

vi) Alternative to prayers (3) and (4) above, interest at the rate of 8% per annum on the outstanding amount of each of the outstanding invoices to be calculated from the respective due date until the date of full payment by SYABAS;

vii) Damages for breach of contract; and

viii) Costs.

SYABAS is required to enter appearance within 8 days from 30 March 2011 and the Court fi xed the matter for Case Management on 12 April 2011.

SYABAS’ solicitors fi led the Memorandum of Appearance in relation to the Suit on 4 April 2011 and the same had been served on the Plaintiff’s solicitors on 5 April 2011.

Puncak Niaga Holdings Berhad Annual Report 2012 400

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

50. MATERIAL LITIGATIONS (CONTINUED)

(f) ABASS (continued)

Kuala Lumpur High Court Writ Summons No: 22NCC-543-2011 (continued)

The High Court fi xed the matter for Case Management on 12 April 2011. At the Case Management on 12 April 2011, the High Court fi xed a further Case Management on 30 May 2011 in order for SYABAS to fi le its Defence latest by 6 May 2011 and for ABASS to fi le its reply (if any).

SYABAS’ Defence and Counterclaim had been fi led in Court and a copy thereof served on the solicitors of Konsortium Abass respectively, on 6 May 2011.

The matter came up for Case Management on 30 May 2011 and the Court has fi xed 7 July 2011 for Mention pending SYABAS’ reply to the Plaintiff’s Reply & Defence to counterclaim.

At the Case Management held on 7 July 2011, the Court fi xed the next Case Management on 29 July 2011 for the defendant to fi le a reply affi davit to the plaintiff’s application pursuant to Order 33 Rule 2 Rules of the High Court 1980 for certain preliminary issues to be heard before the trial of other questions or issues in the action, and also for the defendant to serve the application for leave to issue a third party notice on the relevant parties.

At the Case Management on 29 July 2011 the High Court fi xed a further Case Management date on 26 August 2011 to fi x a hearing date for the plaintiff’s application pursuant to Order 33 Rule 2 Rules of the High Court 1980 for certain preliminary issues to be heard before the trial of other questions or issues in the action, and also for the defendant’s application for leave to issue a third party notice on the relevant parties.

On 29 July 2011, SYABAS had fi led a reply affi davit to the plaintiff’s application pursuant to Order 33 Rule 2 Rules of the High Court 1980 for certain preliminary issues to be heard before the trial of other questions or issues in the action, and had served the application for leave to issue a Third Party Notice on the relevant parties.

The High Court has further fi xed 19 August 2011 for the plaintiff to fi le a reply affi davit and for SYABAS to reply, if any, on 26 August 2011. The High Court has also fi xed a further Case Management date on 26 August 2011 for the High Court to fi x a hearing date and on 11 August 2011, the High Court also fi xed 26 August 2011 for the plaintiff to fi le its reply affi davit in respect of the plaintiff’s application pursuant to Order 33 Rule 2 and also the defendant’s application for leave to issue a third party notice. On the same case management date, the defendant is to inform the High Court whether it wishes to fi le any further affi davits in respect of the three applications.

At the case management held on 26 August 2011, the High Court has fi xed the next case management on 26 September 2011 for the defendant to fi le its reply affi davits and for the parties to exhaust all their affi davits in respect of the plaintiff’s application pursuant to Order 33 Rule 2, the defendant’s application for leave to issue a third party notice and also the defendant’s application to amend the Defence and Counterclaim.

Annual Report 2012 Puncak Niaga Holdings Berhad 401

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

50. MATERIAL LITIGATIONS (CONTINUED)

(f) ABASS (continued)

Kuala Lumpur High Court Writ Summons No: 22NCC-543-2011 (continued)

At the case management held on 26 September 2011, the High Court has fi xed the next case management on 5 October 2011 to fi x a hearing date in respect of the plaintiff’s application pursuant to Order 33 Rule 2, the defendant’s application for leave to issue a third party notice and also the defendant’s application to amend the Defence and Counterclaim.

At the case management held on 5 October 2011, the High Court has fi xed the hearing on 21 October 2011 in respect of the defendant’s application for leave to issue a third party notice and also the defendant’s application to amend the Defence and Counterclaim and further fi xed the hearing on 21 November 2011 in respect of the plaintiff’s application pursuant to Order 33 Rule 2.

On 21 October 2011, the High Court has fi xed 31 October 2011 for Decision in respect of the defendant’s application for leave to issue a third party notice and the defendant’s application to amend the Defence and Counterclaim. On 31 October 2011, the Court was postponed the Decision in respect of the defendant’s applications for leave to issue a third party notice and the application to amend the Defence and Counterclaim to 3 November 2011. The High Court had on 3 November 2011 allowed both the defendant’s application for leave to issue a third party notice and the application to amend the Defence and counterclaim. The High Court fi xed a further case management date on 17 November 2011 to enable the defendant to serve the third party notice on the State Government of Selangor and to deliver the Amended Defence and Counterclaim. The plaintiff had appealed to the Judge in chambers against the decisions of the High Court to allow SYABAS’ application for leave to issue a third party notice and application to amend the Defence and counterclaim. The Court has fi xed both appeals for hearing on 23 November 2011.

Pursuant to the Third Party (Selangor State Government) fi ling the memorandum of appearance on 17 November 2011, the matter is now fi xed for further case management on 23 November 2011 for SYABAS to fi le the Summons for Third Party Directions. On 21 November 2011, the High Court had adjourned the hearing for the Plaintiff’s application pursuant to Order 33 Rule 2 to 13 January 2012.

At the hearing held on 13 January 2012, pursuant to the Plaintiff’s application for trial of the preliminary issues pursuant to Order 33 Rule 2, the High Court had adjourned the matter pending the disposal of the hearing of the motion for clarifi cation by SPLASH at the Court of Appeal and the leave to appeal at the Federal Court. The case was fi xed for mention on 13 February 2012.

The plaintiff’s Notices of Appeal to the Judge in chambers against the decisions of the High Court on 3 November 2011 came up for hearing on 23 November 2011. After hearing submission from the counsel, the High Court adjourned the matter for decision on 8 December 2011. At the case management held on 23 November 2011, the High Court was informed that the Summons for Third Party Directions was fi led on 23 November 2011 and the matter was fi xed for hearing on 30 November 2011.

Puncak Niaga Holdings Berhad Annual Report 2012 402

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

50. MATERIAL LITIGATIONS (CONTINUED)

(f) ABASS (continued)

Kuala Lumpur High Court Writ Summons No: 22NCC-543-2011 (continued)

At the hearing held on 30 November 2011, for the Summons for Third Party Directions, the Kuala Lumpur High Court ordered that:-

i) The defendant serve its Statement of Claim on the Third Party within fourteen (14) days from 30 November 2011, who shall plead thereto within fourteen (14) days;

ii) The Third Party be at liberty to appear at the trial of this action and take such part as the Judge shall direct, and be bound by the result of the trial;

iii) The question of liability of the Third Party to indemnify the defendant be tried at the trial of this action, but subsequent thereto; and

iv) The costs of this application be costs in the cause and in the Third Party proceedings.

The High Court had fi xed a further case management on 5 January 2012.

On 8 December 2011, the High Court had dismissed the plaintiff’s Notices of Appeal against the decisions dated 3 November 2011 in allowing the defendant’s application to issue a third party notice and to amend the Defence and counterclaim, with costs awarded to the defendant.

SYABAS’ Statement of Claim on the Third Party was fi led in Court and served on the plaintiff’s and Third Party’s solicitors on 14 December 2011.

At the case management held on 5 January 2012, the Court had fi xed the next case management on 20 January 2012 for the defendant to fi le a reply to the Third Party’s defence.

At the case management held on 20 January 2012, the High Court had fi xed the trial dates tentatively on 19 March 2012 to 21 March 2012. The High Court also fi xed the case management for the matter on 13 February 2012, 5 March 2012 and 12 March 2012, pending the outcome of the Plaintiff’s application for trial of preliminary issues pursuant to Order 33 Rule 2 which was fi xed for mention on 13 February 2012.

The Defendant had been served with a sealed copy of the State Government’s application to set aside the Third Party notice and statement of claim by the Defendant on 2 February 2012. The application was fi xed for case management on 13 February 2012.

At the case management held on 13 February 2012 in relation to the State Government’s application to set aside the Third Party notice and Statement of Claim by the Defendant, the High Court had fi xed the matter for further case management on 5 March 2012.

Annual Report 2012 Puncak Niaga Holdings Berhad 403

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

50. MATERIAL LITIGATIONS (CONTINUED)

(f) ABASS (continued)

Kuala Lumpur High Court Writ Summons No: 22NCC-543-2011 (continued)

At the case management held on 13 February 2012 in relation to the State Government of Selangor’s application to set aside the Third Party notice and Statement of Claim by the Defendant, the High Court had fi xed the matter for further case management on 5 March 2012. At the case management held on 5 March 2012, as the Judge had recused himself, the High Court would transfer the matter to another court and inform the Parties once new dates are fi xed for the said matter. The Company’s solicitors had on 15 March 2012 informed that the High Court had by way of letter dated 14 March 2012 informed the Parties that the case would be heard by a new Judge and the matter was fi xed for case management on 16 March 2012. At the case management held on 16 March 2012, the High Court had fi xed the matter for further case management on 20 April 2012.

In the PNHB’s earlier separate announcements on the SPLASH case (KL High Court Civil Suit No. D-22NCC-398-2009), the Court of Appeal had fi xed 20 February 2012 for clarifi cation of its decision dated 30 June 2011 and that the application for leave by SPLASH to appeal to the Federal Court arising from the decision of the Court of Appeal dated 30 June 2011 had been fi xed for case management on 23 February 2012 at the Federal Court.

At the mention held on 13 February 2012, the High Court had adjourned the matter in relation to the Plaintiff’s application for trial of preliminary issues pursuant to Order 33 Rule 2 to 5 March 2012, pending the clarifi cation at the Court of Appeal and the case management at the Federal Court in the SPLASH case. On 5 March 2012, the learned Judge recused himself from hearing the matter in relation to the Plaintiff’s application for trial of preliminary issues pursuant to Order 33 Rule 2. Accordingly, the case will be referred for transfer to another court and a new date to be advised by the High court Registry in due course. The trial dates tentatively fi xed from 19 to 21 March 2012 had been vacated.

The High Court had by way of a letter dated 14 March 2012 informed the Parties that the case would be heard by a new Judge and the matter is fi xed for Case Management on 16 March 2012 which was subsequently further fi xed to 20 April 2012.

On 20 April 2012, the parties informed the Court that they have no objection that the learned Judge is hearing the matter. The Court directed as follows:

(a) The application by the Third Party Notice and the Statement of Claim against the Third Party is fi xed for Hearing on 28 June 2012 with submissions in reply (if any) to be fi led on or before 15 June 2012; and

(b) The Plaintiff’s application for Trial of Preliminary Issues pursuant to Order 33 Rule 2 is fi xed for Hearing on 10 August 2012.

The Plaintiff’s application for Interim Payment is fi xed for Mention on 10 August 2012.

Puncak Niaga Holdings Berhad Annual Report 2012 404

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

50. MATERIAL LITIGATIONS (CONTINUED)

(f) ABASS (continued)

Kuala Lumpur High Court Writ Summons No: 22NCC-543-2011 (continued)

On 28 June 2012, the High Court had fi xed the application by the Third Party to set aside the Third Party Notice and the Statement of Claim against the Third Party for further hearing on 3 July 2012.

At the hearing held on 3 July 2012 in relation to the application by the Third Party to set aside the Third Party Notice and the Statement of Claim against the Third Party, the High Court had adjourned the matter to 31 July 2012 for decision.

On 31 July 2012, the High Court had allowed the Third Party’s application to set aside the Third Party Notice and the Statement of Claim issued against the Third Party by the Defendant with costs of RM10,000.00 and SYABAS is currently taking legal advice on whether to appeal the decision to the Court of Appeal.

SYABAS’ solicitors had on 2 August 2012 fi led the Notice of Appeal at the Court of Appeal against the decision by the High Court on 31 July 2012 to allow the Third Party’s application to set aside the Third Party Notice and Statement of Claim fi led by SYABAS against the Third Party.

At the hearing held on 10 August 2012 on the plaintiff’s application for Trial of Preliminary Issues pursuant to Order 33 Rule 2 (“Application”), the High Court had adjourned the Application for continued hearing on 23 August 2012 and had also fi xed the Application for decision on 3 September 2012.

The High Court had also at the mention held on 10 August 2012 on the plaintiff’s application for Interim Payment, fi xed the next mention on 3 September 2012.

On 3 September 2012, the High Court had allowed the plaintiff’s application for Trial of Preliminary Issues pursuant to Order 33 Rule 2 (“Application”) with costs in the cause with directions. The Kuala Lumpur High Court had further fi xed the matter for case management on 5 September 2012 to fi x trial dates.

The High Court had at the mention held on 3 September 2012 on the plaintiff’s application for Interim Payment, fi xed the matter for case management on 5 September 2012.

At the case management held on 5 September 2012 on the plaintiff’s application for Trial of Preliminary Issues pursuant to Order 33 Rule 2, SYABAS’ solicitors informed the Kuala Lumpur High Court that by a Notice of Assignment dated 15 August 2012, SYABAS was informed by the plaintiff that by a Deed of Assignment dated 10 August 2012, the plaintiff had assigned to Maybank Investment Bank Berhad its rights title and interest under the Novation Agreement dated 15 February 2005 and in view of this latest development, SYABAS will be making an application to re-amend its defence and counterclaim.

The High Court had adjourned the case management of the action and the plaintiff’s application for Interim Payment to 2 October 2012, pending fi ling of SYABAS’ application to re-amend its defence and counterclaim.

Annual Report 2012 Puncak Niaga Holdings Berhad 405

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

50. MATERIAL LITIGATIONS (CONTINUED)

(f) ABASS (continued)

Kuala Lumpur High Court Writ Summons No: 22NCC-543-2011 (continued)

At the case management held on 13 September 2012, the Court of Appeal had fi xed the matter in relation to the appeal made by SYABAS against the decision by the Kuala Lumpur High Court on 31 July 2012 allowing the Third Party’s application to set aside the Third Party Notice and Statement of Claim fi led by SYABAS against the Third Party, for hearing on 27 November 2012. The Court of Appeal also directed that the appeal record be fi led on or before 27 September 2012.

On 2 October 2012, the High Court had fi xed 8 November 2012 for hearing of SYABAS’ application to re-amend its defence and counterclaim to enable parties to exhaust the fi ling of affi davits and fi xed the next case management of the action and the plaintiff’s application for Interim Payment on 8 November 2012.

On 8 November 2012, the High Court had allowed SYABAS’ application to re-amend its defence and counterclaim with costs in the cause. The High Court had directed SYABAS to re-amend its defence and counterclaim within seven (7) days from today. The High Court had given the plaintiff the liberty to make consequential amendments to its amended reply to defence and defence to counterclaim within fourteen (14) days from the date of service of SYABAS’ re-amended defence and counterclaim.

The High Court also fi xed the trial dates on 22 April 2013, 23 April 2013 and 24 April 2013 and case management of the action and the plaintiff’s application for Interim Payment on 30 November 2012.

On 26 November 2012, following the application made by the counsel of Selangor State Government to the Court of Appeal on 20 November 2012, SYABAS’ solicitors were informed by the counsel of Selangor State Government vide a letter dated 23 November 2012 that the Court of Appeal had granted adjournment and vacated the hearing fi xed on 27 November 2012 in relation to the appeal made by SYABAS against the decision by the High Court on 31 July 2012 allowing the Third Party’s application to set aside the Third Party Notice and Statement of Claim fi led by SYABAS against the Third Party, to a date to be fi xed by the Court of Appeal in due course.

At the case management held on 30 November 2012, the High Court had fi xed further case management on 4 January 2013 for the Plaintiff’s application for Interim Payment and the Plaintiff to fi le the Re-amended Reply and Defence to counter claim.

On 7 December 2012, SYABAS has been informed by its solicitors on even date that the Court of Appeal had fi xed the hearing for the appeal made by SYABAS against the decision by the High Court on 31 July 2012 allowing the Third Party’s application to set aside the Third Party Notice and Statement of Claim fi led by SYABAS against the Third Party on 7 January 2013.

Puncak Niaga Holdings Berhad Annual Report 2012 406

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

50. MATERIAL LITIGATIONS (CONTINUED)

(f) ABASS (continued)

Kuala Lumpur High Court Writ Summons No: 22NCC-543-2011 (continued)

At the case management held on 4 January 2013, the High Court had fi xed 12 March 2013 for the following:

i) Case management for the Plaintiff’s application for Interim Payment;

ii) Hearing for SYABAS’ application to strike out the Plaintiff’s claim; and

iii) Case management of the main action.

The Court of Appeal had adjourned the hearing fi xed on 7 January 2013 for the appeal made by SYABAS against the decision by the High Court on 31 July 2012 allowing the Third Party’s application to set aside the Third Party Notice and Statement of Claim fi led by SYABAS against the Third Party to 21 January 2013.

At the hearing held on 21 January 2013, the Court of Appeal had dismissed the appeal made by SYABAS against the decision by the High Court on 31 July 2012 allowing the Third Party’s application to set aside the Third Party Notice and Statement of Claim fi led by SYABAS against the Third Party with cost. SYABAS is currently seeking advice from its solicitors on the next course of action arising from the said decision.

On 20 February 2013, SYABAS fi led the notice of motion for leave to appeal against the decision made by the Court of Appeal on 21 January 2013 to the Federal Court.

The High Court had on 12 March 2013 adjourned the hearing for SYABAS’ application to strike out the Plaintiff’s claim to 20 March 2013 to enable the parties to prepare their submissions in reply and had also fi xed 20 March 2013 for the following:-

i) case management for the Plaintiff’s application for Interim Payment; and

ii) case management of the main action.

The matters at the High Court on 20 March 2013 was fi xed for the following:-

i) hearing of SYABAS’ application to strike out the Plaintiff’s claim;

ii) the Plaintiff’s application to stay proceedings and to strike out SYABAS’ application to strike out the Plaintiff’s claim and SYABAS Defence and counterclaim;

iii) case management of the main action; and

iv) case management on the Plaintiff’s application for Interim Payment.

Annual Report 2012 Puncak Niaga Holdings Berhad 407

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

50. MATERIAL LITIGATIONS (CONTINUED)

(f) ABASS (continued)

Kuala Lumpur High Court Writ Summons No: 22NCC-543-2011 (continued)

The High Court had adjourned the proceedings to 29 March 2013 for case management to enable the parties to exhaust their affi davits and to revert to the Kuala Lumpur High Court if the parties are proceeding with the applications. This is pursuant to the Plaintiff serving their application to stay proceedings and to strike out SYABAS’ application to strike out the Plaintiff’s claim and SYABAS Defence and counterclaim on 19 March 2013 following which SYABAS had on 20 March 2013 fi led their affi davit in reply.

At the case management held on 27 March 2013, the Federal Court had fi xed 28 August 2013 for hearing of SYABAS’ motion for leave to appeal against the decision of the Court of Appeal dated 21 January 2013.

At the case management held on 29 March 2013, the parties informed the Kuala Lumpur High Court that they are proceeding with SYABAS’ application to strike out the Plaintiff’s claim and the Plaintiff’s application to stay proceedings and to strike out SYABAS’ application to strike out the Plaintiff’s claim and SYABAS’ Defence and Counterclaim.

The High Court has now fi xed the case management for both the applications on 17 April 2013. As the Trial has been fi xed on 22 April 2013, 23 April 2013 and 24 April 2013, the High Court fi xed case management for the Trial on 8 April 2013 and 17 April 2013.

At the case management held on 8 April 2013, the High Court had fi xed SYABAS’ application to strike out the Plaintiff’s claim and the Plaintiff’s application to stay proceedings and to strike out SYABAS’ application to strike out the Plaintiff’s claim and SYABAS’ Defence and Counterclaim for hearing on 24 April 2013. The High Court maintained the case management for both the applications on 17 April 2013, as previously announced.

The High Court vacated the case management for Trial on 17 April 2013 and the Trial dates fi xed on 22 April 2013, 23 April 2013 and 24 April 2013 pending the disposal of SYABAS’ application for leave to appeal at the Federal Court which has been fi xed for hearing on 28 August 2013 and further fi xed the case management for Trial on 4 September 2013.

At the case management held on 17 April 2013, the Kuala Lumpur High Court had vacated the hearing fi xed on 24 April 2013 in respect of the following:

i) SYABAS’ application to strike out the Plaintiff’s Writ of Summons & Statement of Claim dated 28 March 2011 fi led based on the assignment given by the Plaintiff to the Security Agent vide Deed of Assignment dated 23 August 2012 whereby the Plaintiff has absolutely and irrevocably assigned its right to receive payments from the Defendant to the Security Agent; and

ii) the Plaintiff’s application to stay proceedings and to strike out SYABAS’ application to strike out Plaintiff’s claim and SYABAS’ Defence and Counterclaim pursuant to the Plaintiff’s contention that SYABAS has similarly executed an assignment of its legal rights, title, benefi ts and interest of its assigned properties to SYABAS’ Security Agent.

Puncak Niaga Holdings Berhad Annual Report 2012 408

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

50. MATERIAL LITIGATIONS (CONTINUED)

(f) ABASS (continued)

Kuala Lumpur High Court Writ Summons No: 22NCC-543-2011 (continued)

The Kuala Lumpur High Court had further fi xed the case management on the abovementioned applications on 4 September 2013 pending the disposal of SYABAS’ application for leave to appeal at the Federal Court against the decision made by the Court of Appeal dated 21 January 2013, whereby the Court of Appeal had dismissed SYABAS’ appeal against the decision of the Kuala Lumpur High Court on 31 July 2012 in allowing the Third Party’s application to set aside the Third Party Notice and Statement of Claim fi led by SYABAS against the Third Party.

(g) Kerajaan Negeri Selangor (“State Government”)

Kuala Lumpur High Court Suit No: 22NCC-1478-09/2011 - SYABAS vs State Government

On 8 September 2011, SYABAS has instituted legal proceedings against the State Government via the fi ling of a Writ and Statement of Claim at the High Court for a sum of RM1,054,208,382 being compensation from 1 January 2009 to 31 March 2011 from the State Government under the term of the Concession Agreement dated 15 December 2004 between SYABAS, the Federal Government and the State Government.

In the Statement of Claim, SYABAS is praying for the following Orders:-

i) A declaration that upon a true construction of the Concession Agreement dated 15 December 2004, there is a sum of RM1,054,208,382.00 due and owing from the State Government to SYABAS for the period from 1 January 2009 to 31 March 2011;

ii) That the State Government do pay the said sum of RM1,054,208,382.00 to SYABAS forthwith upon making of the Order;

iii) Costs of the action be paid by the State Government to SYABAS in any event; and

iv) Such further or other relief or remedy as the Court shall deem just.

At the case management held on 10 October 2011, the State Government’s solicitors informed the High Court that the Memorandum of Appearance was fi led on 30 September 2011 and an application for leave to fi le Defence was fi led in the Kuala Lumpur High Court on 10 October 2011. The Court then fi xed a further case management on 4 November 2011 for further directions. On 14 October 2011, the Court allowed the defendant to fi le the Defence latest by 4 November 2011 and the plaintiff to fi le the Reply latest by 18 November 2011. The Court maintained the case management scheduled on 4 November 2011 to monitor the progress of the suit. On 4 November 2011, the State Government’s solicitors informed the Court that the Defence was fi led on 4 November 2011. The Court directed SYABAS to fi le the notice to attend pre-trial case management after fi ling the Reply by 18 November 2011. The Court fi xed the next case management on 29 November 2011.

Annual Report 2012 Puncak Niaga Holdings Berhad 409

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

50. MATERIAL LITIGATIONS (CONTINUED)

(g) Kerajaan Negeri Selangor (“State Government”) (continued)

Kuala Lumpur High Court Suit No: 22NCC-1478-09/2011 - SYABAS vs State Government (continued)

On 21 November 2011, SYABAS’ Reply had been fi led in the High Court and served on the defendant’s solicitors on 18 November 2011.

At the case management held on 29 November 2011, the High Court had fi xed a further case management on 14 December 2011 for SYABAS to fi le the notice to attend pre-trial case management upon the close of pleadings and for the State Government to apply for leave to issue a third party notice against the Federal Government.

The matter which came up for case management on 14 December 2011 was fi xed for mention on 23 December 2011 in order to fi x a hearing date for the defendant’s application for leave to issue a Third Party Notice against the Federal Government, which was fi led in Court on 14 December 2011.

At the mention held on 23 December 2011, the Federal Government had objected to the defendant’s application for leave to issue a Third Party Notice against the Federal Government. The High Court had fi xed the matter for another case management on 26 January 2012 and hearing on 16 February 2012.

At the case management held on 26 January 2012 for the defendant’s application to issue a third party notice (in Enclosure 13), the High Court had fi xed 8 February 2012 for the plaintiff to fi le in an affi davit in reply to the defendant’s affi davit dated 25 January 2012 and further fi xed 13 February 2012 for parties to fi le their respective submissions simultaneously. The hearing date previously fi xed on 16 February 2012 was maintained.

At the hearing held on 16 February 2012, the Defendant’s application for leave to issue a Third Party Notice against the Federal Government (“Application”), the High Court had allowed the Defendant’s Application with no order as to cost and had further fi xed the matter for case management for Third Party Direction on 5 March 2012, and Trial of the main Suit on 29 May 2012 and 30 May 2012, respectively.

On 5 March 2012, the Kuala Lumpur High Court had fi xed the matter for case management on 28 March 2012 to allow the State Government and the Federal Government to fi le and serve their respective pleadings in the third party proceedings.

On 28 March 2012, the Kuala Lumpur High Court had fi xed the matter for further case management on 17 April 2012 to allow the parties to fi nalise the issues to be tried, bundle of documents and list of witnesses. The High Court had also fi xed two (2) further trial dates for the matter on 14 and 15 June 2012 in addition to the 29 and 30 May 2012 which had been fi xed earlier. The High Court had rescheduled the call management for application of the Defendant to 27 April 2012 which was subsequently adjourned to 30 April 2012.

The Kuala Lumpur High Court had fi xed the matter for further case management on 8 May 2012 and 15 May 2012.

Puncak Niaga Holdings Berhad Annual Report 2012 410

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

50. MATERIAL LITIGATIONS (CONTINUED)

(g) Kerajaan Negeri Selangor (“State Government”) (continued)

Kuala Lumpur High Court Suit No: 22NCC-1478-09/2011 - SYABAS vs State Government (continued)

At the case management held on 15 May 2012 which was heard together with the hearing fi xed for the application to amend the Statement of Claim fi led by SYABAS on 14 May 2012, the Kuala Lumpur High Court had fi xed a further hearing date on 22 May 2012 to allow the parties to fi le and serve their respective affi davits. The case management is also fi xed on the same date.

At the case management held on 22 May 2012 on the application to amend the Statement of Claim fi led by SYABAS, the High Court had adjourned the matter to 25 May 2012 for decision.

On 25 May 2012, the High Court had adjourned the decision on the application to amend the Statement of Claim fi led by SYABAS to 29 May 2012 to allow the parties to further deliberate and submit on the matter. The trial dates fi xed on 29 May 2012 and 30 May 2012 as announced earlier are now vacated for the aforementioned purpose. The trial dates fi xed on 14 June 2012 and 15 June 2012 remain unchanged.

On 29 May 2012, the High Court had allowed the application to amend the Statement of Claim fi led by SYABAS and further fi xed the matter for case management on 14 June 2012. The trial dates of 14 June 2012 and 15 June 2012 as announced previously have been vacated.

The High Court has further fi xed 4 September 2012, 6 September 2012 and 7 September 2012 as the new trial dates.

At the case management held on 14 June 2012, the High Court had fi xed three (3) additional trial dates on 30 October 2012, 31 October 2012 and 1 November 2012 respectively. The High Court had further directed the parties to fi le additional bundle of documents (if any) and the issues to be tried on or before 31 July 2012, and their respective witness statements one (1) week before the trial.

On 22 June 2012, the Defendant has fi led an appeal to the Court of Appeal against the Order dated 29 May 2012 of the High Court allowing the Plaintiff’s application to amend the Statement of Claim.

On 28 June 2012, the Court of Appeal had fi xed the Defendant’s appeal against the Order dated 29 May 2012 of the High Court allowing SYABAS’ application to amend the Statement of Claim, for Case Management on 12 July 2012.

At the case management held on 12 July 2012 for the Defendant’s appeal against the Order dated 29 May 2012 of the High Court allowing SYABAS’ application to amend the Statement of Claim, the Court of Appeal had fi xed the matter for further case management on 14 August 2012 for further direction.

The Court of Appeal had also directed the Defendant to fi le in the Record of Appeal by 9 August 2012.

Annual Report 2012 Puncak Niaga Holdings Berhad 411

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

50. MATERIAL LITIGATIONS (CONTINUED)

(g) Kerajaan Negeri Selangor (“State Government”) (continued)

Kuala Lumpur High Court Suit No: 22NCC-1478-09/2011 - SYABAS vs State Government (continued)

On 14 August 2012, the Court of Appeal had fi xed the hearing for the Defendant’s appeal against the Order dated 29 May 2012 of the Kuala Lumpur High Court allowing SYABAS’ application to amend the Statement of Claim on 8 October 2012. The Court of Appeal also directed the parties to fi le their respective written submission on or before 24 September 2012.

The Kuala Lumpur High Court had via letter dated 13 August 2012 fi xed the matter for case management on 16 August 2012.

At the case management held on 16 August 2012, the solicitors for the Defendant had requested for the trial dates on 4 September 2012, 6 September 2012 and 7 September 2012 to be vacated pending disposal of the Defendant’s appeal against the Order dated 29 May 2012 of the Kuala Lumpur High Court allowing SYABAS’ application to amend the Statement of Claim (“Appeal”). The Appeal is fi xed for hearing at the Court of Appeal on 8 October 2012, as previously announced by the Company on 14 August 2012.

The High Court agreed to vacate the trial dates on 4 September 2012 and 7 September 2012. The witness for SYABAS will give evidence in chief on 6 September 2012. The trial will continue on 30 October 2012, 31 October 2012, and 1 November 2012 respectively. The parties are to fi le their respective witness statements one (1) week before the commencement of the trial.

The trial held on 6 September 2012 had been adjourned to 30 October 2012, 31 October 2012 and 1 November 2012, the trial dates previously fi xed and announced on 17 August 2012, pending the Plaintiff and the Third Party to file in their respective supplementary/fresh witness statements.

At the hearing held on 8 October 2012 for the State Government’s appeal against the Order dated 29 May 2012 of the High Court allowing SYABAS’ application to amend the Statement of Claim (“Appeal”), the Court of Appeal had allowed the Appeal with costs.

On 15 October 2012, SYABAS’ solicitors had fi led a motion for leave at the Federal Court to appeal against the decision made by the Court of Appeal dated 8 October 2012. The Federal Court had also fi xed the motion for hearing on 23 October 2012.

At the hearing held on 23 October 2012, the Federal Court had granted leave to SYABAS to appeal to the Federal Court against the decision made by the Court of Appeal dated 8 October 2012 (“Appeal”). The Federal Court had also directed for an early date to be fi xed for the hearing of the Appeal. Pursuant to the leave granted by the Federal Court, SYABAS will instruct its solicitors to proceed with the fi ling of the relevant notice of appeal and appeal record.

Puncak Niaga Holdings Berhad Annual Report 2012 412

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

50. MATERIAL LITIGATIONS (CONTINUED)

(g) Kerajaan Negeri Selangor (“State Government”) (continued)

Kuala Lumpur High Court Suit No: 22NCC-1478-09/2011 - SYABAS vs State Government (continued)

In view of the fact that the Federal Court had on 23 October 2012 granted leave to SYABAS to appeal to the Federal Court against the decision dated 8 October 2012 of the Court of Appeal (which allowed the defendant’s appeal against the decision of the High Court on 29 May 2012 granting leave to SYABAS to amend its claim), the High Court had on 30 October 2012 adjourned the trial fi xed for 30 October 2012, 31 October 2012 and 1 November 2012 pending the outcome of SYABAS’ appeal to the Federal Court. The High Court had fi xed new trial dates on 11 January 2013, 13 February 2013, 14 February 2013 and 15 February 2013 and also fi xed case management on 17 December 2012 for the parties to inform the Kuala Lumpur High Court on the outcome of SYABAS’ appeal to the Federal Court.

On 20 November 2012, the Federal Court had fi xed SYABAS’ appeal to the Federal Court against the decision made by the Court of Appeal dated 8 October 2012, for case management on 22 November 2012.

At the case management held on 22 November 2012, the Federal Court had fi xed 10 December 2012 for further case management pending the extraction of the notes of evidence and the grounds of judgment delivered by the Court of Appeal on 8 October 2012.

At the case management held on 10 December 2012, the Federal Court had fi xed 31 January 2013 for hearing of the appeal against the decision delivered by the Court of Appeal on 8 October 2012.

At the case management held on 17 December 2012, the High Court had vacated the trial date fi xed on 11 January 2013 and maintained the trial dates on 13 February 2013, 14 February 2013 and 15 February 2013.

The High Court had also fi xed the case management on 4 February 2013 for the parties to inform KLHC on the outcome of SYABAS’ appeal to the Federal Court which has been fi xed for hearing on 31 January 2013.

On 31 January 2013, the hearing for the appeal against the decision delivered by the Court of Appeal on 8 October 2012 had been vacated by the Federal Court to a date to be fi xed in due course following re-arrangement of cases by the Federal Court.

On 4 February 2013, the Federal Court had fi xed 6 February 2013 as the hearing date for the appeal against the decision delivered by the Court of Appeal on 8 October 2012.

At the case management held on 4 February 2013, the High Court (“KLHC”) had vacated the Trial dates fi xed on 13 February 2013, 14 February 2013 and 15 February 2013, as announced previously, on the request made by the Defendant’s Solicitors. KLHC had fi xed the new Trial dates on 1 July 2013, 2 July 2013, 3 July 2013, 4 July 2013, 8 July 2013, 9 July 2013 and 10 July 2013.

Annual Report 2012 Puncak Niaga Holdings Berhad 413

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

50. MATERIAL LITIGATIONS (CONTINUED)

(g) Kerajaan Negeri Selangor (“State Government”) (continued)

Kuala Lumpur High Court Suit No: 22NCC-1478-09/2011 - SYABAS vs State Government (continued)

KLHC had also fi xed the case management on 15 February 2013 for the parties to inform KLHC on the outcome of SYABAS’ appeal to the Federal Court which has been fi xed for hearing on 6 February 2013.

At the hearing held on 6 February 2013, the Federal Court had allowed the appeal made by SYABAS against the decision delivered by the Court of Appeal on 8 October 2012, which earlier dismissed SYABAS’ application to amend the Statement of Claim and awarded cost to SYABAS.

The High Court postponed the case management fi xed on 15 February 2013 to 28 February 2013.

At the case management held on 28 February 2013, the Kuala Lumpur High Court has maintained the Trial dates on 1 July 2013, 2 July 2013, 3 July 2013, 4 July 2013, 8 July 2013, 9 July 2013 and 10 July 2013, as previously announced.

The High Court had via a letter dated 8 April 2013 vacated the Trial dates on 1 July 2013, 2 July 2013, 3 July 2013, 4 July 2013, 8 July 2013, 9 July 2013 and 10 July 2013, as announced previously and has now rescheduled the Trial to 2 September 2013, 3 September 2013, 4 September 2013, 5 September 2013, 9 September 2013, 10 September 2013 and 11 September 2013 accordingly.

(h) SPLASH vs State Government

Shah Alam High Court Civil Suit No : 21NCVC-34-2011 - SPLASH vs State Government

On 28 October 2011, SYABAS received a Third Party Notice issued by the State Government.

In the suit, SPLASH had commenced action against the State Government for the sum of RM563,732,669.62 together with costs and interest. The State Government claims against the Company in the event of the State Government’s liability to SPLASH, an indemnity for the said sum together with costs and interest. The company is required to enter appearance to the Third Party Notice within twelve (12) days of the service of the Notice and has appointed solicitors to act on its behalf in the matter.

On 1 November 2011, the SYABAS’s solicitors had fi led the memorandum of appearance to the Third Party Notice at the Shah Alam High Court and served on the State Government’s solicitor.

The Plaintiff had withdrawn the Writ of Summons dated 8 March 2012 with liberty to fi le afresh. As such, the Third Party Notice dated 3 October 2011 fi led by the Defendant against SYABAS to join SYABAS as third party in the main suit is now rendered academic.

Puncak Niaga Holdings Berhad Annual Report 2012 414

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

50. MATERIAL LITIGATIONS (CONTINUED)

(h) SPLASH vs State Government (continued)

Shah Alam High Court Civil Suit No : 21NCVC-34-2011 - SPLASH vs State Government (continued)

On 14 April 2013, the High Court had via a letter dated 8 April 2013 vacated the Trial dates on 1 July 2013, 2 July 2013, 3 July 2013, 4 July 2013, 8 July 2013, 9 July 2013 and 10 July 2013, as announced previously and has now rescheduled the Trial to 2 September 2013, 3 September 2013, 4 September 2013, 5 September 2013, 9 September 2013, 10 September 2013 and 11 September 2013 accordingly.

(i) PNSB vs SYABAS

Kuala Lumpur High Court Civil Suit No : 22NCC-1336-08/2012

On 30 August 2012, PNSB had instituted legal proceedings against SYABAS via the fi ling of a Writ of Summons and Statement of Claim dated 30 August 2012 at the High Court for amount due for payment as of 30 April 2012 for the supply and purchase of treated water. (“Amount Due as of 30 April 2012”).

In the Statement of Claim, PNSB is claiming the following:-

i) The Amount Due For Payment of RM1,211,156,583.09 being the unpaid due amount accrued as of 30 April 2012; in the alternative, the Amount Due For Payment of RM1,072,725,761.32 being the unpaid due amount accrued as of 30 April 2012;

ii) Alternatively, such other sum or sums as may be assessed by the Honourable Court to be due to the Plaintiff from the Defendant as at 30 April 2012;

iii) Further, all sums arising and due to the Plaintiff from the Defendant under the provisions of the Water Supply Agreements accruing after 30 April 2012 until the date of Judgment;

iv) Costs;

v) Interest;

vi) Such further and alternative reliefs as the Honourable Court deems fi t and proper.

The solicitors of PNSB had on 4 September 2012 served on SYABAS the Writ of Summons and Statement of Claim dated 30 August 2012 for Amount Due as of 30 April 2012.

The High Court has fi xed the matter for case management on 21 September 2012.

Annual Report 2012 Puncak Niaga Holdings Berhad 415

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

50. MATERIAL LITIGATIONS (CONTINUED)

(i) PNSB vs SYABAS (continued)

Kuala Lumpur High Court Civil Suit No : 22NCC-1336-08/2012 (continued)

SYABAS’ solicitors had fi led a Memorandum of Appearance on behalf of SYABAS on 14 September 2012 and the said Memorandum of Appearance was served on PNSB’s solicitors on 18 September 2012. At the Case Management of this matter held on 21 September 2012, a further Case Management date of 8 November 2012 was fi xed pending SYABAS’ fi ling of its Statement of Defence. SYABAS fi led its Statement of Defence on 17 October 2012 and had subsequently fi led the Amended Statement of Defence dated 25 October 2012.

On 30 October 2012, in addition to the Defence which was fi led by the Defendant on 17 October 2012 as previously announced, the Defendant’s Amended Defence dated 25 October 2012 had been served on the Plaintiff’s solicitors on 25 October 2012.

On 8 November 2012, the High Court had directed the Plaintiff to fi le its Reply to the Defendant’s Amended Defence dated 25 October 2012 by 22 November 2012. The High Court had also fi xed the next case management date on 3 December 2012.

At the case management held on 3 December 2012, the High Court had fi xed the matter for further case management on 16 January 2013 and 8 July 2013 and also fi xed the trial dates on 15, 16, 17 and 18 July 2013.

(j) PNSB vs State Government

Kuala Lumpur High Court Originating Summons No. 24NCVC-369-02/2013

PNSB had on 18 February 2013 instituted legal proceedings against the Selangor State Government via the fi ling of the relevant cause papers all dated 18 February 2013 at the High Court in relation to the Operation and Maintenance Agreement dated 7 March 2008 in respect of the Sungai Sireh Water Treatment Plant between PNSB and the Selangor State Government and the Novation Agreement dated 7 March 2008 in respect of the Sungai Sireh Water Treatment Plant between PNSB, SYABAS and the Selangor State Government (“the Agreements”).

In the Originating Summons and the Notice of Application dated 18 February 2013, PNSB is seeking for the following:-

i) A declaration that the Agreements between PNSB and the Selangor State Government dated 7 March 2008 in respect of the Sungai Sireh Water Treatment Plant between PNSB, SYABAS and the Selangor State Government are valid and enforceable pursuant to the Water Services Industry Act 2006;

ii) An order against the Selangor State Government for specifi c performance of the Agreements;

iii) that the Selangor State Government whether by its servants, agents or howsoever be restrained from terminating the Operation and Maintenance Agreement dated 7 March 2008 in respect of the Sungai Sireh Water Treatment Plant between PNSB and the Selangor State Government and the Novation Agreement dated 7 March 2008 in respect of the Sungai Sireh Water Treatment Plant between PNSB, SYABAS and the Selangor State Government;

Puncak Niaga Holdings Berhad Annual Report 2012 416

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

50. MATERIAL LITIGATIONS (CONTINUED)

(j) PNSB vs State Government (continued)

Kuala Lumpur High Court Originating Summons No. 24NCVC-369-02/2013 (continued)

iv) that the Selangor State Government whether by its servants, agents or howsoever be restrained from handing over howsoever the operations and managements of the Sungai Sireh Water Treatment Plant as defi ned in the Agreements to Konsortium Air Selangor Bhd or whomsoever;

v) Costs; and

vi) Such further or other relief as the Honourable Court deems just and fi t.

The solicitors of PNSB had on 20 February 2013 served the Sealed Copy of Originating Summons, Sealed Copy of Notice of Application and a copy of the Plaintiff’s Affi davit in respect of the Suit on the Selangor State Government.

The High Court has fi xed the matter for hearing on 11 March 2013.

At the hearing held on 11 March 2013, the High Court has directed as follows:-

i) That Parties are to exhaust the exchange of affi davits by 4 June 2013; and

ii) The Originating Summons has been fi xed for hearing on 4 June 2013.

51. AUTHORISATION OF FINANCIAL STATEMENTS FOR ISSUE

The fi nancial statements for the year ended 31 December 2012 were authorised for issue in accordance with a resolution of the directors on 29 April 2013.

Annual Report 2012 Puncak Niaga Holdings Berhad 417

Notes to the Financial Statements For the fi nancial year ended 31 December 2012

52. SUPPLEMENTARY INFORMATION – BREAKDOWN OF RETAINED EARNINGS INTO REALISED AND UNREALISED

The breakdown of the retained earnings of the Group and of the Company as at 31 December 2012 into realised and unrealised profi ts is presented in accordance with the directive issued by Bursa Malaysia Securities Berhad dated 25 March 2010 and prepared in accordance with Guidance on Special Matter No. 1, Determination of Realised and Unrealised Profi ts or Losses in the Context of Disclosure Pursuant to Bursa Securities Main Market Listing Requirements, as issued by the Malaysian Institute of Accountants.

Group Company RM RM

Total (accumulated losses)/retained earnings of the Company and its subsidiaries - Realised (834,630,218) 473,905,759 - Unrealised 393,924,257 (29,136,589)

(440,705,961) 444,769,170 Total share of (accumulated losses) from associated companies: - Realised (2,835) –

Total share of retained earnings from jointly controlled entities: - Realised 1,104,156 –

(439,604,640) 444,769,170

Less: Consolidation adjustments 710,846,016 –

Total group retained earnings as per consolidated accounts 271,241,376 444,769,170

Puncak Niaga Holdings Berhad Annual Report 2012 418

Distribution Schedule of Equity Securities as at 25 April 2013

ANALYSIS OF SHAREHOLDINGS

Authorised Share Capital : RM1,300,000,000.00 Issued And Paid-Up Share Capital : RM411,142,895.00 comprising 411,142,895 ordinary shares of RM1.00 each Class of Shares : Ordinary shares of RM1.00 each Voting Rights : One vote per ordinary share

DISTRIBUTION OF SHAREHOLDINGS

Shareholders No. of Shares Held Malaysian Foreigner Total Malaysian Foreigner Total Size of Shareholdings No % No % No % No % No % No %

Less than 100 463 5.40 5 0.06 468 5.46 12,419 * 154 * 12,573 * 100-1,000 1,271 14.83 9 0.10 1,280 14.93 927,471 0.23 5,645 * 933,116 0.23 1,001-10,000 5,109 59.60 78 0.91 5,187 60.51 19,150,937 4.68 330,311 0.08 19,481,248 4.76 10,001-100,000 1,293 15.08 69 0.81 1,362 15.89 40,723,402 9.95 3,033,686 0.74 43,757,088 10.69 100,001-20,455,303 231# 2.69# 39 0.45 270# 3.14# 155,479,383# 38.01# 20,363,750 4.98 175,843,133# 42.99# (less than 5% of the issued share capital) 20,455,304 6 0.07 0 0 6 0.07 169,078,937 41.33 0 0 169,078,937 41.33 (5% of the issued share capital) and above

TOTAL 8,373# 97.67# 200 2.33 8,573# 100.00# 385,372,549 # 94.20# 23,733,546 5.80 409,106,095 # 100.00# Notes : * Negligible # Excluding a total of 2,036,800 PNHB Shares bought back by PNHB and retained as treasury shares as at 25 April 2013.

LIST OF TOP THIRTY SECURITIES ACCOUNT HOLDERS AS PER RECORD OF DEPOSITORS (Without aggregating the securities from different securities accounts belonging to the same Depositors)

% of Issued and No Name of Shareholder No. of Shares Held Paid-Up Share Capital #

1. CIMB Group Nominees (Tempatan) Sdn Bhd 39,000,000 9.53 Pledged Securities Account For Corporate Line (M) Sdn Bhd (WWE Holdings)

2. RHB Capital Nominees (Tempatan) Sdn Bhd 33,000,700 8.07 Pledged Securities Account For Central Plus (M) Sdn Bhd (681055)

3. Central Plus (M) Sdn Bhd 27,359,537 6.69

4. Lembaga Tabung Haji 26,198,700 6.40

5. AmSec Nominees (Tempatan) Sdn Bhd 21,920,000 5.36 Pledged Securities Account – Ambank (M) Berhad For Central Plus (M) Sdn Bhd

Note : # Excluding a total of 2,036,800 PNHB Shares bought back by PNHB and retained as treasury shares as at 25 April 2013.

Annual Report 2012 Puncak Niaga Holdings Berhad 419

Distribution Schedule of Equity Securities as at 25 April 2013

% of Issued and No Name of Shareholder No. of Shares Held Paid-Up Share Capital #

6. HLIB Nominees (Tempatan) Sdn Bhd 21,600,000 5.28 Pledged Securities Account For Corporate Line (M) Sdn Bhd

7. UOBM Nominees (Tempatan) Sdn Bhd 19,900,000 4.86 Pledged Securities Account For Central Plus (M) Sdn Bhd (PCB)

8. Citigroup Nominees (Tempatan) Sdn Bhd 14,864,583 3.63 Employees Provident Fund Board

9. Citigroup Nominees (Tempatan) Sdn Bhd 7,912,400 1.93 Employees Provident Fund Board (CIMB PRIN)

10. AmanahRaya Trustees Berhad 7,209,640 1.76 Amanah Saham Wawasan 2020

11. TA Nominees (Tempatan) Sdn Bhd 5,250,000 1.28 Pledged Securities Account For Ong Siok Wan

12. Cartaban Nominees (Tempatan) Sdn Bhd 4,812,800 1.18 Exempt An For Eastspring Investments Berhad

13. Citigroup Nominees (Tempatan) Sdn Bhd 3,945,200 0.96 Kumpulan Wang Persaraan (Diperbadankan) (CIMB Equities)

14. Citigroup Nominees (Tempatan) Sdn Bhd 3,341,700 0.82 Employees Provident Fund Board (RHB INV)

15. Maybank Nominees (Tempatan) Sdn Bhd 3,006,100 0.73 Etiqa Takaful Berhad (Family PRF EQ)

16. Ng Yim Hoo 2,979,600 0.73

17. Maybank Nominees (Tempatan) Sdn Bhd 2,500,000 0.61 Pledged Securities Account For Corporate Line (M) Sdn Bhd (41210162038A)

18. HSBC Nominees (Asing) Sdn Bhd 2,256,200 0.55 Exempt An For The Bank Of New York Mellon (Mellon Acct)

19. Kok Chew Leng 2,050,000 0.50

20. ECML Nominees (Tempatan) Sdn Bhd 2,000,000 0.49 Pledged Securities Account For Leong Kam Chee (002)

21. Maybank Nominees (Tempatan) Sdn Bhd 2,000,000 0.49 Etiqa Insurance Berhad (Life Par Fund)

22. Central Plus (M) Sdn Bhd 1,738,250 0.42

Note : # Excluding a total of 2,036,800 PNHB Shares bought back by PNHB and retained as treasury shares as at 25 April 2013.

Puncak Niaga Holdings Berhad Annual Report 2012 420

Distribution Schedule of Equity Securities as at 25 April 2013

% of Issued and No Name of Shareholder No. of Shares Held Paid-Up Share Capital #

23. Rozali Bin Ismail 1,729,000 0.42 24. KAF Trustee Berhad 1,660,040 0.41 KAF Fund Management Sdn Bhd For KAF Seagroatt & Campbell Berhad 25. HSBC Nominees (Asing) Sdn Bhd 1,645,200 0.40 BNY Brussels For Powershares Global Water Portfolio 26. HSBC Nominees (Asing) Sdn Bhd 1,509,200 0.37 Exempt An For JPMorgan Chase Bank, National Association (U.S.A) 27. HLB Nominees (Tempatan) Sdn Bhd 1,500,000 0.37 Quek Sue Yian 28. Employees Provident Fund Board 1,494,000 0.37 29. M & A Nominee (Tempatan) Sdn Bhd 1,450,000 0.35 Pledged Securities Account For Sarah Pauline A/P Melkees (M&A) 30. DB (Malaysia) Nominee (Asing) Sdn Bhd 1,383,900 0.34 Exempt An For Deutsche Bank AG London (Prime Brokerage) Total 267,216,750 65.30

Note : # Excluding a total of 2,036,800 PNHB shares bought back by PNHB and retained as treasury shares as at 25 April 2013.

DIRECTORS’ INTEREST IN ORDINARY SHARES AS PER REGISTER OF DIRECTORS’ SHAREHOLDINGS

No of Shares Held in the Company No Name Of Director Direct Interest % # Indirect Interest % #

1. YBhg Tan Sri Rozali Bin Ismail 1,729,000 0.42 167,037,114 + 40.83 + 2. YBhg Dato’ Ruslan Bin Hassan – – – – 3. YBhg Dato’ Ir Lee Miang Koi 10,000 ** – – 4. YBhg Dato’ Syed Danial Bin Syed Ariffi n – – – – 5. YBhg Tan Sri Dato’ Hari Narayanan Govindasamy – – – – 6. YBhg Tan Sri Dato’ Seri Dr Ting Chew Peh – – 42,000 ^ 0.01 ^ 7. Mr Ng Wah Tar – – – – 8. YAM Tengku Dato’ Rahimah Binti Almarhum Sultan Mahmud – – – – 9. YBhg Tan Sri Dato’ Ahmad Fuzi Bin Haji Abdul Razak – – – –

Note : + Deemed interest by virtue of 100% equity interest each in Central Plus (M) Sdn Bhd and Corporate Line (M) Sdn Bhd of which 92.5% is held in own name and 7.5% is held in his children’s names, respectively. ^ Deemed interest by virtue of shares held by spouse, Tay Boon Ling pursuant to Section 134 of the Companies Act, 1965. # Excluding a total of 2,036,800 PNHB Shares bought back by PNHB and retained as treasury shares as at 25 April 2013. ** Negligible

Annual Report 2012 Puncak Niaga Holdings Berhad 421

Distribution Schedule of Equity Securities as at 25 April 2013

SUBSTANTIAL SHAREHOLDERS BASED ON THE REGISTER OF SUBSTANTIAL SHAREHOLDERS (Excluding Bare Trustees)

No of Shares Held in the Company No Name Of Substantial Shareholder Direct Interest % # Indirect Interest % #

1. YBhg Tan Sri Rozali Bin Ismail 1,729,000 0.42 167,037,114 + 40.83 + 2. Central Plus (M) Sdn Bhd 29,097,787 7.11 74,820,700 * 18.29 * 3. Corporate Line (M) Sdn Bhd 18,627 ** 63,100,000 * 15.42 * 4. Employees Provident Fund Board 1,494,000 0.37 26,086,483 ^ 6.38 ^ 5. Lembaga Tabung Haji 26,198,700 6.40 – –

Note : + Deemed interest by virtue of 100% equity interest each in Central Plus (M) Sdn Bhd and Corporate Line (M) Sdn Bhd of which 92.5% is held in own name and 7.5% is held in his children’s names, respectively. * Held in nominee name(s). ^ Shares held and managed by Portfolio Managers. # Excluding a total of 2,036,800 PNHB Shares bought back by PNHB and retained as treasury shares as at 25 April 2013. ** Negligible

Puncak Niaga Holdings Berhad Annual Report 2012 422

List Of Properties as at 31 December 2012

Date of Net Book Acquisition Value Remaining Description & Date of Valuation (RM) Leasehold Existing Location (if applicable) (V) Land Area as at 31.12.2012 Tenure (Expiry Date) Use

Building & Adjacent Land Wisma Rozali 01/08/2005 12,952 sq.m 53,178,562 99 years 90 years Offi ce No. 4 & 6, Persiaran Sukan 31/12/2011 (V) Leasehold expiring on Premises Seksyen 13 22/01/2102 and 40100 Shah Alam Vacant Land Selangor Darul Ehsan

Offi ce Lots No. 8 Eu Tong Sen Street 03/10/2008 86 sq.m 99 years 87 years Offi ce # 22-85, The Central N/A (V) Leasehold expiring on Premises Singapore 059818 8,553,690 01/01/2100

No. 8 Eu Tong Sen Street 26/09/2008 60 sq.m 99 years 87 years Offi ce # 22-86, The Central N/A (V) Leasehold expiring on Premises Singapore 059818 01/01/2100

Vacant Land H.S.(D) 142037 14/02/1998 10,364 sq.m 19,391,860 99 years 87 years Rented out PT 32, Seksyen 14 31/12/2011 (V) Leasehold expiring on to a car park Bandar Shah Alam 17/12/2099 operator District of Petaling Selangor Darul Ehsan

Vacant Land H.S.(D) 226605, PT 332 06/04/2006 691 sq.m H.S.(D) 226606, PT 333 06/04/2006 711 sq.m 1,267,188 Freehold N/A None H.S.(D) 226607, PT 334 06/04/2006 862 sq.m Pekan N/A (V) Daerah Petaling Selangor Darul Ehsan

Vacant Land H.S.(D) 6163, PT 10653 16/02/2007 331,438 sq.m 99 years 89 years None 31/12/2011 (V) Leasehold expiring on 24/10/2101 H.S.(D) 6164, PT 10654 213,092 sq.m 115,079,391 None H.S.(D) 6165, PT 10655 # 229,299 sq.m Rented out H.S.(D) 6166, PT 10656 229,733 sq.m None Mukim Of District Of Kuala Selangor Selangor Darul Ehsan

# Included a single storey building complete with parking facilities

Annual Report 2012 Puncak Niaga Holdings Berhad 423

List Of Properties as at 31 December 2012

Date of Net Book Acquisition Value Remaining Description & Date of Valuation (RM) Leasehold Existing Location (if applicable) (V) Land Area as at 31.12.2012 Tenure (Expiry Date) Use

4 Storey Shophouse No. 12, Jalan Todak 5 21/03/2007 238 sq.m 1,664,651 99 years 80 years Offi ce Pusat Bandar Seberang Jaya 31/12/2011 (V) Leasehold expiring on Premises 13700 Perai 21/10/2092 Pulau Pinang

Offi ce Lot No. 20-1 & 20-2 01/02/2008 164 sq.m 1,892,000 Freehold N/A Offi ce Jalan Presiden F U1/F 31/12/2011 (V) Premises Accentra Business Park Glenmarie, Seksyen U1 40150 Shah Alam (Lot 63191, H.S. (D) 224581 No. hakmilik 211790 District Of Petaling Selangor Darul Ehsan)

Vacant Land No. 8, Jalan Sultan Mahmud 02/07/2008 2,058 sq.m 1,300,000 Freehold N/A None 21080 Kuala Terengganu 31/12/2011 (V) Terengganu (Lot 2119, Mukim of Batu Buruk District Of Kuala Terengganu Terengganu Darul Iman)

Vacant Land H.S. (D) 2605, PT 1563 01/08/2010 159,996 sq.m 18,076,309 99 years 83 years None Mukim 31/12/2011 (V) Leasehold expiring on District Of Kuala Selangor 1/12/2095 Selangor Darul Ehsan

5 Storey Shophouse Lot 37, Persiaran Sukan 07/06/2011 38,755 sq.m 8,010,047 99 years 96 years Offi ce Laman Seri Business Park N/A (V) Leasehold expiring on Premises Seksyen 13, Shah Alam 21/3/2109 Selangor Darul Ehsan

Building No. 12B, Jalan PJS 8/11 19/10/2011 331 sq.m 5,027,216 90 years 89 years Rented out Dataran Mentari N/A (V) Leasehold expring on 46150 Petaling Jaya 06/11/2102 Selangor Darul Ehsan

Puncak Niaga Holdings Berhad Annual Report 2012 424

GRI Index

GRI G3.1 CONTENT INDEX

In ensuring our compliance to the highest level of transparency in our Corporate Social Responsibility (“CSR”) section of this Report, we have adopted the internationally-recognised reporting framework, the Global Reporting Initiatives (GRI). G3.1 is a finalised update of GRI’s most recent generation of CSR Reporting Guidelines, and is the most comprehensive CSR reporting guidance currently available. Application Levels indicate the extent to which the G3.1 Guidelines have been applied in our sustainability reporting. The GRI Content Index table is presented to guide where information on each GRI indicator can be found.

PROFILE DISCLOSURES

Strategy and Analysis 1.1 Statement from the most senior decision-maker of the organisation P8-16 1.2 Description of key impacts, risks, and opportunities P8-16, P84

Organisational Profi le 2.1 Name of the organisation Front Cover 2.2 Primary brands, products, and/or services P18-19 2.3 Operational structure of the organisation P35 2.4 Location of organisation's headquarters P20 2.5 Number of countries where the organisation operates P20 2.6 Nature of ownership and legal form P35 2.7 Markets served P35 2.8 Scale of the reporting organisation P17 2.9 Signifi cant changes during the reporting period P84 2.10 Awards received in the reporting period P32

Report Parameters 3.1 Reporting period P17 3.2 Date of most recent previous report P17 3.3 Reporting cycle P17 3.4 Contact point for questions regarding the report or its contents P20 3.5 Process for defi ning report content P17 3.6 Boundary of the report P17 3.7 Specifi c limitations on the scope or boundary of the report P17 3.8 Basis for reporting on joint ventures, subsidiaries, etc P17 3.9 Data measurement techniques and the bases of calculations P163 3.10 Explanation of the effect of any re-statements of information P8-16 3.11 Signifi cant changes from previous reporting period P8-16, P84 3.12 Table identifying the location of the Standard Disclosures GRI G3.1 Index Table 3.13 Policy and current practice with regard to seeking external assurance for the report P218 - Audited Financial Statement

Annual Report 2012 Puncak Niaga Holdings Berhad 425

GRI Index

Governance, Commitments, and Engagement 4.1 Governance structure of the organisation P177 4.2 Indicate whether the Chair of the highest governance body is also P174 an executive offi cer 4.3 Independent and/or non-executive members of the Board P176 4.4 Mechanisms for shareholders and employees to provide recommendations or P187 direction to the highest governance body 4.5 Linkage between compensation and the organisation's performance P183 4.6 Processes in place to ensure confl icts of interest are avoided P178 4.7 Qualifi cations and expertise of the Board P44 4.8 Internally developed statements of mission or values, codes of conduct, and P5 principles 4.9 Identifi cation and management of economic, environmental, and social P13 performance, conduct, and principles 4.10 Processes for evaluating the highest governance body's own performance P180 4.11 Explanation of whether and how the precautionary approach or principle is P189 addressed by the organisation 4.12 Externally developed economic, environmental, and social charters, principles P164 4.13 Memberships in associations P24 4.14 List of stakeholder groups engaged by the organisation P140 4.15 Basis for identifi cation and selection of stakeholders with whom to engage P13, P165 4.16 Approaches to stakeholder engagement P13, P165 4.17 Key topics and concerns that have been raised through stakeholder engagement, P13, P165 and how the organisation has responded to those key topics

PERFORMANCE INDICATORS : ECONOMIC

Economic Performance EC1 Direct economic value generated and distributed P78 EC2 Financial implications and other risks and opportunities for the organisation's P162 activities due to climate change EC3 Coverage of the organisation's defi ned benefi t plan obligations P134 EC4 Signifi cant fi nancial assistance received from government P10, P90

Market Presence EC5 Standard entry level wage vs. local minimum wage P134 EC6 Policy, practices, and proportion of spending on locally-based suppliers P149 EC7 Procedures for local hiring P101, P126

Indirect economic impacts EC8 Development and impact of infrastructure investments and services provided P164 primarily for public benefi t EC9 Understanding and describing signifi cant indirect economic impacts P164

Puncak Niaga Holdings Berhad Annual Report 2012 426

GRI Index

PERFORMANCE INDICATORS : ENVIRONMENTAL Materials EN1 Materials used by weight or volume P162 EN2 Percentage of materials used that are recycled input materials P162 EN3 Direct energy consumption by primary energy source P162-163 EN4 Indirect energy consumption by primary source P162-163 EN5 Energy saved due to conservation and effi ciency improvements P162 EN6 Initiatives to provide energy-effi cient or renewable energy P163 EN7 Initiatives to reduce indirect energy consumption and reductions achieved P162

EN8 Total water withdrawal by source P161 EN9 Signifi cant impact of withdrawal of water P161 EN10 Percentage and total volume of water recycled and reused. P161 Biodiversity EN11 Location and size of land owned, leased, managed in, or adjacent to, protected X areas EN12 Description of signifi cant impacts of activities, products, and services on X biodiversity in protected areas EN13 Habitats protected or restored X EN14 Strategies, current actions, and future plans for managing impacts on biodiversity X EN15 Number of IUCN Red List species and national conservation list species with X habitats in areas affected by operations Emissions, Effl uents and Waste EN16 Total direct and indirect greenhouse gas emissions by weight P163 EN17 Other relevant indirect greenhouse gas emissions by weight P163 EN18 Initiatives to reduce greenhouse gas emissions and reductions achieved P163 EN19 Emissions of ozone-depleting substances by weight N/A EN20 NOx, SOx, and other signifi cant air emissions by type and weight X EN21 Total water discharge by quality and destination. P161 EN22 Total weight of waste by type and disposal method P161 EN23 Total number and volume of signifi cant spills P142 EN24 Weight of transported, imported, exported, or treated waste deemed hazardous P161 EN25 Identity, size, protected status, and biodiversity value of water bodies and related P161 habitats signifi cantly affected by the reporting organisation's discharges of water and runoff Products and Services EN26 Initiatives to mitigate environmental impacts of products and services, and extent of P150 impact mitigation. EN27 Percentage of products sold and their packaging materials that are reclaimed by N/A category

Annual Report 2012 Puncak Niaga Holdings Berhad 427

GRI Index

Compliance EN28 Monetary value of signifi cant fi nes and total number of non-monetary sanctions for P150-151 non-compliance with environmental laws and regulations. Transport EN29 Signifi cant environmental impacts of transporting products and other goods and P163 materials used for the organisation's operations, and transporting members of the workforce. Overall EN30 Total environmental protection expenditures and investments by type. P163

PERFORMANCE INDICATORS : SOCIAL - LABOUR PRACTICES AND DECENT WORK Employment LA1 Total workforce by employment type, employment contract, and region P25, P126 LA2 Total number and rate of employee turnover by age group, gender, and region P127-133 LA3 Benefi ts provided to full-time employees that are not provided to temporary or P133-134 part-time employees, by major operations LA15 Return to work and retention rates after parental leave, by gender X Labour/Management Relations LA4 Percentage of employees covered by collective bargaining agreements P137 LA5 Minimum notice period(s) regarding signifi cant operational changes, including P137 whether it is specifi ed in collective agreements Occupational Health and Safety LA6 Percentage of total workforce represented in formal joint management-worker P139 health and safety committees that help monitor and advise on occupational health and safety programs LA7 Rates of injury, occupational diseases, lost days, and absenteeism, and number P142 of work-related fatalities by region LA8 Education, training, counselling, prevention, and risk-control programs in place P140-141 to assist workforce members, their families, or community members regarding serious diseases LA9 Health and safety topics covered in formal agreements with trade unions. P137 Training and Education LA10 Average hours of training per year per employee by employee category P135 LA11 Programs for skills management and lifelong learning that support the continued P135-136 employability of employees and assist them in managing career endings LA12 Percentage of employees receiving regular performance and career development P135 reviews

Puncak Niaga Holdings Berhad Annual Report 2012 428

GRI Index

Diversity and Equal Opportunity LA13 Composition of governance bodies and breakdown of employees per category P25, P126 according to gender, age group, minority group membership, and other indicators of diversity. LA14 Ratio of basic salary of men to women by employee category. P134

PERFORMANCE INDICATORS : SOCIAL - HUMAN RIGHTS Diversity and Equal Opportunity HR1 Percentage and total number of signifi cant investment agreements that include P135 human rights clauses or that have undergone human rights screening HR2 Percentage of signifi cant suppliers and contractors that have undergone screening P149 on human rights and actions taken. HR3 Total hours of employee training on policies and procedures concerning aspects of P135 human rights that are relevant to operations, including the percentage of employees trained. HR4 Total number of incidents of discrimination and actions taken. X HR5 Operations identifi ed in which the right to exercise freedom of association and P137 collective bargaining may be at signifi cant risk, and actions taken to support these rights. Child Labour HR6 Operations identifi ed as having signifi cant risk for incidents of child labour, and X measures taken to contribute to the elimination of child labour. Forced and Compulsory Labour HR7 Operations identifi ed as having signifi cant risk for incidents of forced or compulsory X labour, and measures to contribute to the elimination of forced or compulsory labour. Security Practices HR8 Percentage of security personnel trained in the organisation's policies or P148 procedures concerning aspects of human rights that are relevant to operations. Indigenous Rights HR9 Total number of incidents of violations involving rights of indigenous people and X actions taken. Assessment HR10 Percentage and total number of operations that have been subject to human rights X reviews and/or impact assessments Remediation HR11 Number of grievances related to human rights fi led, addressed, and resolved X through formal grievance mechanism

Annual Report 2012 Puncak Niaga Holdings Berhad 429

GRI Index

PERFORMANCE INDICATORS : SOCIETY Local Community SO1 Nature, scope, and effectiveness of any programs and practices that assess and P164 manage the impacts of operations on communities, including entering, operating, and exiting SO9 Operations with signifi cant potential or actual negative impacts on local P164-165 communities SO10 Prevention and mitigation measured implemented in operations with signifi cant P164-165 potential or actual negative impacts on local community Corruption SO2 Percentage and total number of business units analysed for risks related to P138 corruption. SO3 Percentage of employees trained in organisation's anti-corruption policies and P135 procedures SO4 Actions taken in response to incidents of corruption P138 Public Policy SO5 Public policy positions and participation in public policy development and X lobbying SO6 Total value of fi nancial and in-kind contributions to political parties, politicians, and X related institutions by country Anti-competitive Behaviour SO7 Total number of legal actions for anti-competitive behavior, anti-trust, and X monopoly practices and their outcomes. Compliance SO8 Monetary value of signifi cant fi nes and total number of non-monetary sanctions for P164-165 non-compliance with laws and regulations.

PERFORMANCE INDICATORS : PRODUCT RESPONSIBILITY Customer Health and Safety PR1 Life cycle stages in which health and safety impacts of products and services are P150 assessed for improvement, and percentage of signifi cant products and services categories subject to such procedures. PR2 Total number of incidents of non-compliance with regulations and voluntary codes P150 concerning health and safety impacts of products and services during their life cycle, by type of outcomes.

Puncak Niaga Holdings Berhad Annual Report 2012 430

GRI Index

Product and Service Labelling PR3 Type of product and service information required by procedures, and percentage of P109 signifi cant products and services subject to such information requirements. PR4 Total number of incidents of non-compliance with regulations and voluntary codes P109 concerning product and service information and labelling, by type of outcomes. PR5 Practices related to customer satisfaction, including results of surveys measuring P117, P119 customer satisfaction. Marketing Communications PR6 Programs for adherence to laws, standards, and voluntary codes related to X marketing communications, including advertising, promotion, and sponsorship. PR7 Total number of incidents of non-compliance with regulations and voluntary codes X concerning marketing communications, including advertising, promotion, and sponsorship by type of outcomes. Customer Privacy PR8 Total number of substantiated complaints regarding breaches of customer privacy P119 and losses of customer data. Compliance PR9 Monetary value of signifi cant fi nes for non-compliance with laws and regulations P119 concerning the provision and use of products and services.

Note :

The disclosed GRI indicators above refer to fully or partially disclosed data. x : Not Available. We will continue to improve our data collection and monitoring processes for improved disclosure levels in future reports.

N/A : Not Applicable. These indicators have been found to be irrelevant or not directly related to our nature of operations.

Annual Report 2012 Puncak Niaga Holdings Berhad 431

Notice Of Annual General Meeting

NOTICE IS HEREBY GIVEN THAT the Sixteenth Annual General Meeting of Puncak Niaga Holdings Berhad (416087-U) will be held at Concorde I, Concorde Hotel Shah Alam, Level 2, No. 3, Jalan Tengku Ampuan Zabedah C9/C, 40100 Shah Alam, Selangor Darul Ehsan on Wednesday, 26 June 2013 at 10.00 a.m. for the following purposes: -

AS ORDINARY BUSINESSES

1. To receive the Audited Financial Statements of the Group and of the Company for the fi nancial year ended 31 December 2012 together with the Reports of the Directors and Auditors thereon. Resolution 1

2. To declare a fi nal single tier dividend of 5 sen per ordinary share in respect of the fi nancial year ended 31 December 2012 as recommended by the Directors of the Company. Resolution 2

3. To re-elect the following Directors of the Company who retire by rotation pursuant to Article 98 of the Company’s Articles of Association: -

(a) YBhg Dato’ Ruslan Bin Hassan Resolution 3 (b) YBhg Dato’ Syed Danial Bin Syed Ariffi n Resolution 4 (c) YAM Tengku Dato’ Rahimah Binti Almarhum Sultan Mahmud Resolution 5

4. To consider and, if thought fi t, to pass the following Ordinary Resolution in accordance with Section 129 of the Companies Act, 1965:-

Ordinary Resolution 1

Re-appointment Pursuant To Section 129 Of The Companies Act, 1965

“THAT YBhg Tan Sri Dato’ Seri Dr Ting Chew Peh, retiring pursuant to Section 129 of the Companies Act, 1965, be and is hereby re-appointed as a Director of the Company and to hold offi ce until the next Annual General Meeting of the Company.” Resolution 6

5. To consider and, if thought fi t, to pass the following resolution of which the Notice of Nomination of Auditors pursuant to Section 172(11) of the Companies Act, 1965 is set out in Appendix A of this Notice of Meeting:-

“ THAT Messrs KPMG having given their consent in writing to act, be and are hereby appointed as Auditors of the Company for the fi nancial year ending 31 December 2013 in place of Messrs Ernst & Young who had indicated their intention not to seek for re-election at the forthcoming Sixteenth Annual General Meeting of the Company and to hold offi ce until the conclusion of the next Annual General Meeting of the Company AND THAT authority be and is hereby given for the Directors of the Company to fi x their remuneration.” Resolution 7

Puncak Niaga Holdings Berhad Annual Report 2012 432

Notice Of Annual General Meeting

AS SPECIAL BUSINESSES

To consider and, if thought fi t, to pass the following Ordinary Resolutions: -

6. Ordinary Resolution 2

Allotment Of Shares Pursuant To Section 132D Of The Companies Act, 1965

“THAT subject always to the Companies Act, 1965, the Articles of Association of the Company and the approvals of the relevant governmental/regulatory authorities, the Directors of the Company be and are hereby empowered, pursuant to Section 132D of the Companies Act, 1965, to issue and allot shares in the Company, from time to time, and upon such terms and conditions and for such purposes as the Directors of the Company may deem fi t provided that the aggregate number of shares to be issued pursuant to this resolution does not exceed ten per centum (10%) of the issued share capital of the Company for the time being AND THAT the Directors of the Company be and are hereby also empowered to obtain the approval for the listing of and quotation for the additional shares so issued on Bursa Malaysia Securities Berhad AND FURTHER THAT such authority shall continue to be in force until the conclusion of the next Annual General Meeting of the Company.” Resolution 8

7. Ordinary Resolution 3

Continuing In Offi ce As Independent Non-Executive Director

“ THAT authority be and is hereby given to YBhg Tan Sri Dato’ Seri Dr Ting Chew Peh who has served as an Independent Non-Executive Director of the Company for a cumulative term of more than nine years, to continue to act as an Independent Non-Executive Director of the Company and to hold offi ce until the conclusion of the next Annual General Meeting of the Company.” Resolution 9

8. Ordinary Resolution 4

Continuing In Offi ce As Independent Non-Executive Director

“ THAT authority be and is hereby given to YBhg Tan Sri Dato’ Hari Narayanan A/L Govindasamy who has served as an Independent Non-Executive Director of the Company for a cumulative term of more than nine years, to continue to act as an Independent Non-Executive Director of the Company and to hold offi ce until the conclusion of the next Annual General Meeting of the Company.” Resolution 10

9. To transact any other ordinary business of which due notice shall have been given.

Annual Report 2012 Puncak Niaga Holdings Berhad 433

Notice Of Annual General Meeting

NOTICE OF DIVIDEND ENTITLEMENT AND PAYMENT

NOTICE IS ALSO HEREBY GIVEN THAT subject to the approval of the shareholders of the Company at the Sixteenth Annual General Meeting of the Company of a fi nal single tier dividend of 5 sen per ordinary share for the fi nancial year ended 31 December 2012 under Resolution 2, the dividends will be paid on 6 August 2013 to the Depositors whose names appear in the Record of Depositors of the Company on 15 July 2013.

A Depositor shall qualify for entitlement to the dividends only in respect of:- a. Shares transferred into the Depositor’s Securities Account before 4.00 p.m. on 15 July 2013 in respect of transfers; 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

TAN BEE LIAN (MAICSA 7006285) LIM YEW HEANG (MAICSA 7007653) Secretaries

Shah Alam 4 June 2013

Notes: -

1. In respect of deposited securities, only Members whose names appear in the Record of Depositors on 18 June 2013 (General Meeting Record of Depositors) shall be entitled to attend, speak and vote at this Sixteenth Annual General Meeting.

2. A Member entitled to attend and vote at the Meeting is entitled to appoint another person to attend and vote in his stead.

3. A proxy need not be a Member of the Company and the provision of Section 149(1)(b) of the Companies Act, 1965 shall not apply to the Company. There shall be no restriction as to the qualifi cation of the proxy.

4. A Member shall not be entitled to appoint more than two (2) proxies to attend and vote at the Meeting provided that,

(a) where a Member is an authorised nominee as defi ned in the Central Depositories Act, it may appoint up to two (2) proxies in respect of each Securities Account it holds with ordinary shares of the Company standing to the credit of the said Securities Account.

(b) where a Member is an exempt authorised nominee which holds ordinary shares in the Company for multiple benefi cial owners in one securities account namely, Omnibus Securities Account, there is no limit to the number of proxies which the exempt authorised nominee may appoint in respect of each Omnibus Securities Account it holds with ordinary shares of the Company standing to the credit of the said Omnibus Securities Account.

Where a Member appoints two (2) or more proxies (as the case maybe), the appointments shall be invalid unless he specifi es the proportions of his holdings to be represented by each proxy.

Puncak Niaga Holdings Berhad Annual Report 2012 434

Notice Of Annual General Meeting

5. The instrument appointing a proxy shall be in writing under the hand of the appointer or his attorney duly appointed under a power of attorney or if such appointer is a corporation, either under its common seal or under the hand of an offi cer or attorney duly appointed under a power of attorney. If this Proxy Form is signed under the hand of an offi cer duly authorised, it should be accompanied by a statement reading “signed as authorised offi cer under an Authorisation Document which is still in force, no notice of revocation having been received”. If this Proxy Form is signed under the attorney duly appointed under a power of attorney, it should be accompanied by a statement reading “signed under a power of attorney which is still in force, no notice of revocation having been received”. A copy of the Authorisation Document or the power of attorney, which should be valid in accordance with the laws of the jurisdiction in which it was created and is exercised, should be enclosed with this Proxy Form.

6. Any corporation which is a Member of the Company may by resolution of its Directors or other governing body authorise such person as it thinks fi t to act as its representative at the Meeting in accordance with Article 82 of the Company’s Articles of Association.

7. The instrument appointing the proxy must be deposited at the Offi ce of the Company’s Share Registrar, Tricor Investor Services Sdn Bhd at Level 17, The Gardens North Tower, Mid Valley City, Lingkaran Syed Putra, 59200 Kuala Lumpur not less than 48 hours before the time set for holding the Meeting or any adjournment thereof.

8. At any general meeting, a resolution put to the vote of the Meeting shall be decided on a show of hands unless a poll be (before or on the declaration of the result of the show of hands) demanded by either:-

(a) the Chairman (being a person entitled to vote); or

(b) not less than two Members present in person or by proxy and entitled to vote; or

(c) a Member or Members present in person or by proxy and representing not less than one-twentieth of the total voting rights of all the Members having the right to vote at the Meeting; or

(d) a Member or Members present in person or by proxy and holding shares in the Company conferring a right to vote at the Meeting being shares on which an aggregate sum has been paid up equal to not less than one-twentieth of the total sum paid up on all the shares conferring that right.

9. A demand for a poll may be withdrawn. Unless a poll be so demanded (and the demand be not withdrawn), a declaration by the Chairman that a resolution has been carried or carried unanimously, or by a particular majority, or lost and an entry to that effect in the minute book, shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded for or against such resolution.

10. No poll shall be demanded on the election of a Chairman or on a question of adjournment. A poll demanded on any other question shall be taken either immediately or at such subsequent time (not being more than thirty days from the date of the meeting) and place as the Chairman may direct. No notice need to be given of a poll not taken immediately.

11. On a poll, votes may be given either personally or by proxy and a person entitled to more than one vote need not use all his votes or cast all the votes he uses in the same way.

12. Explanatory Notes And Statement Of Effect For Ordinary Businesses and Special Businesses: -

Ordinary Businesses

Resolution 6: Ordinary Resolution 1 - Re-appointment Pursuant To Section 129 of the Companies Act, 1965

The Nomination Committee and the Board of Directors of the Company had assessed the independence of YBhg Tan Sri Dato’ Seri Dr Ting Chew Peh as an Independent Director of the Company. With YBhg Tan Sri Dato’ Seri Dr Ting Chew Peh’s consent, the Nomination Committee and the Board of Directors of the Company had recommended for YBhg Tan Sri Dato’ Seri Dr Ting Chew Peh who will attain the age of 70 years to be re-appointed as Director of the Company pursuant to Section 129 of the Companies Act, 1965 based on the following reasons:-

(i) YBhg Tan Sri Dato’ Seri Dr Ting Chew Peh has served the Company as an Independent Director for almost thirteen (13) years. YBhg Tan Sri Dato’ Seri Dr Ting Chew Peh had, during his tenure as Independent Director of the Company, Senior Independent Director of the Company, Chairman of Audit Committee of the Company and Chairman of Compliance, Internal Control and Risk Policy (“CICR”) Committee of the Company, acted in the best interests of the Company, exercising his independent judgement during deliberations and decision-making during the Audit Committee Meetings, Board of Directors’ Meetings and CICR Meetings.

Annual Report 2012 Puncak Niaga Holdings Berhad 435

Notice Of Annual General Meeting

(ii) YBhg Tan Sri Dato’ Seri Dr Ting Chew Peh has proven to be a reliable Independent Director/Chairman of Audit Committee/Chairman of CICR with his professionalism, aptitude and outlook of business perspective.

Resolution 7: Appointment Of Messrs KPMG as the Auditors of the Company in place of the retiring Auditors, Messrs Ernst & Young

Our auditors, Messrs Ernst & Young had indicated that they do not wish to seek for re-election at the Sixteenth Annual General Meeting of the Company. The Company received a Notice of Nomination of Auditors pursuant to Section 172(11) of the Companies Act, 1965 for the nomination of Messrs KPMG as the Auditors of the Company in place of the retiring Auditors, Messrs Ernst & Young. A copy of the Notice of Nomination of Auditors dated 22 May 2013 is annexed as “Appendix A” to the Notice of this Sixteenth Annual General Meeting”.

Special Businesses

Resolution 8: Ordinary Resolution 2 - Allotment Of Shares Pursuant To Section 132D Of The Companies Act, 1965

The Ordinary Resolution proposed under Agenda 6 of the Notice of this Sixteenth Annual General Meeting dated 4 June 2013 is for the purpose of seeking a renewal of the general mandate to empower the Directors of the Company pursuant to Section 132D of the Companies Act, 1965, from the date of the above Meeting, to issue and allot ordinary shares from the unissued share capital of the Company for such purposes as the Directors of the Company consider would be in the interest of the Company. This authority will, unless revoked or varied at a General Meeting, expire at the next Annual General Meeting of the Company.

This authority will provide fl exibility to the Company for allotment of shares for any possible fund raising activities, including but not limited to placement of shares, funding future investment(s) and/or working capital.

As at the date of this Notice, the Company did not implement its proposal for new allotment of shares under the general mandate pursuant to Section 132D of the Companies Act, 1965 as granted at the Fifteenth Annual General Meeting of the Company held on 26 June 2012.

Resolutions 9 & 10: Ordinary Resolutions 3 & 4 - Continuing In Offi ce As Independent Non-Executive Directors

The Nomination Committee of the Company and the Board of Directors of the Company had assessed the independence of YBhg Tan Sri Dato’ Seri Dr Ting Chew Peh and YBhg Tan Sri Dato’ Hari Narayanan A/L Govindasamy, who have served as Independent Non-Executive Directors of the Company for a cumulative term of more than nine (9) years, and with their consents, had recommended for both of them to continue to act as Independent Non-Executive Directors of the Company based on the following justifi cations:- a. they fulfi lled the criteria of the defi nition of Independent Director as stated in the Main Market Listing Requirements of Bursa Malaysia Securities Berhad and had expressed their willingness to continue in offi ce as Independent Non-Executive Directors of the Company; b. their vast experiences would enable them to provide the Board with a diverse set of experience, expertise and independent judgement to better manage and run the Group; c. they have served the Company as Independent Directors for a cumulative term of more than nine (9) years during which they had acted in the best interests of the Company, exercising their independent judgement during deliberations and decision making during the Company’s meetings and were familiar with the Company’s business operations and the water industry market; and d. both YBhg Tan Sri Dato’ Seri Dr Ting Chew Peh and YBhg Tan Sri Dato’ Hari Narayanan A/L Govindasamy had proven to be reliable Independent Directors with their professionalism aptitude and outlook of business perspective, devoted suffi cient time and attention to their professional obligations for informed and balance decision making and had also exercised due care during their tenure in the best interests of the Company and the shareholders.

Puncak Niaga Holdings Berhad Annual Report 2012 436

Notice Of Annual General Meeting

APPENDIX A

Wong Shey Lan No. 38, Laluan Pinji Wani Taman Pinji Wani 31650 Ipoh, Perak

22 May 2013

To: The Board of Directors Puncak Niaga Holdings Berhad 10th Floor, Wisma Rozali, No. 4, Persiaran Sukan Seksyen 13, 40100 Shah Alam Selangor Darul Ehsan

Dear Sirs,

RE: NOTICE OF NOMINATION OF AUDITORS PURSUANT TO SECTION 172(11) OF THE COMPANIES ACT, 1965

I, Wong Shey Lan, being the registered holder of 7,565 ordinary shares of RM1.00 each fully paid-up in the capital of Puncak Niaga Holdings Berhad (“Puncak”), hereby give notice pursuant to Section 172(11) of the Companies Act, 1965 of my nomination of Messrs KPMG for appointment as new Auditors of Puncak in place of Messrs Ernst & Young at the forthcoming Sixteenth Annual General Meeting of Puncak.

Therefore, I propose that the following resolution be considered at the forthcoming Sixteenth Annual General Meeting of Puncak:-

“THAT Messrs KPMG having given their consent in writing to act, be and are hereby appointed as Auditors of the Company for the fi nancial year ending 31 December 2013 in place of Messrs Ernst & Young who had indicated their intention not to seek for re-election at the forthcoming Sixteenth Annual General Meeting of the Company and to hold offi ce until the conclusion of the next Annual General Meeting of the Company AND THAT authority be and is hereby given for the Directors of the Company to fi x their remuneration.”

Thank you.

Yours faithfully

Wong Shey Lan (NRIC: 691124-08-5372)

Annual Report 2012 Puncak Niaga Holdings Berhad 437

Statement Accompanying The Notice Of Annual General Meeting

DETAILS OF DIRECTORS STANDING FOR RE-ELECTION AT THE SIXTEENTH ANNUAL GENERAL MEETING:-

YBhg Dato’ YAM Tengku Dato’ YBhg Tan Sri YBhg Tan Sri Name of YBhg Dato’ Syed Danial Bin Rahimah Almarhum Dato’ Seri Dr Ting Dato’ Hari Narayanan Retiring Director Ruslan Bin Hassan Syed Ariffin Sultan Mahmud Chew Peh A/L Govindasamy Re-election By rotation of Directors By rotation of Directors By rotation of Directors • Pursuant to Section Pursuant to MCCG 2012 pursuant to Article 98 of pursuant to Article 98 of pursuant to Article 98 of 129 of the Companies (serving more than 9 years the Company’s Articles of the Company’s Articles of the Company’s Articles of Act, 1965 as Independent Director) Association Association Association • Pursuant to MCCG 2012 (serving more than 9 years as Independent Director)

(Resolution 3) (Resolution 4) (Resolution 5) (Resolutions 6 & 9) (Resolution 10) Age 57 55 47 70 63 Nationality Malaysian Malaysian Malaysian Malaysian Malaysian Qualifi cation Bachelor of Laws Degree BSc (Hons) BSc in Economics and Bachelor of Arts Degree Bachelor’s Degree in Accountancy Master of Science Degree Degree in Electrical and Civil Engineering Doctorate in Philosophy Electronics Engineering Position In Non-Independent Chief Operating Offi cer Non-Independent Independent Independent PNHB Non-Executive Director Non-Executive Director Non-Executive Director Non-Executive Director Working Experience & For details of YBhg For details of YBhg For details of YAM For details of YBhg Tan For details of YBhg Occupation Dato’ Ruslan Hassan’s Dato’ Syed Danial Syed Tengku Dato’ Rahimah Sri Dato’ Seri Dr Ting Tan Sri Dato’ Hari profi le, please refer to Ariffi n’s profi le, please Almarhum Sultan Chew Peh’s profi le, Narayanan A/L his profi le on page 47 refer to his profi le on Mahmud’s profi le, please refer to his profi le Govindasamy’s profi le, of this Annual Report page 49 of this please refer to her on page 51 of this please refer to his profi le Annual Report profi le on page 52 of Annual Report on page 50 of this this Annual Report Annual Report Directorships in the None None Loh & Loh Corporation 1. Pan Malaysia Capital 1. Tenaga Nasional public companies Berhad Berhad Group Berhad 2. Hua Yang 2. SP Setia Berhad Berhad 3. Johan Holdings Berhad 4. Huaren Education Foundation Equity securities None None None For details of YBhg Tan None interests in PNHB and Sri Dato’ Seri Dr Ting its subsidiaries Chew Peh’s equity securities interests in PNHB, please refer to page 420 of this Annual Report Family relationship None None None None None with any director and/or major shareholder of PNHB Any confl ict None None None None None of interests with PNHB List of convictions None None None None None for offences (other than traffi c offences, if any) within the past 10 years

Nota : MCCG 2012 denotes Malaysian Code on Corporate Governance 2012.

Puncak Niaga Holdings Berhad Annual Report 2012 Notes Number of shares held Please fi ll in CDS Account No. Proxy Form

I/We (full name of shareholders as per NRIC, in CAPITAL LETTERS) NRIC No./ Company No. (new) (old) of (full address) being a Member/Members of Puncak Niaga Holdings Berhad hereby appoint (full name of proxy as per NRIC, in CAPITAL LETTERS) NRIC No. (new) (old) of (full address) or failing him/her, the Chairman of the Meeting as my/our proxy to attend and vote for me/us and on my/our behalf at the Sixteenth Annual General Meeting of Puncak Niaga Holdings Berhad to be held at Concorde I, Concorde Hotel Shah Alam, Level 2, No. 3, Jalan Tengku Ampuan Zabedah C9/C, 40100 Shah Alam, Selangor Darul Ehsan on Wednesday, 26 June 2013 at 10.00 a.m. and at any adjournment thereof, as indicated below:- NO. RESOLUTION FOR AGAINST ORDINARY BUSINESSES 1. To receive the Audited Financial Statements of the Group and of the Company for the fi nancial year ended 31 December 2012 together with the Reports of the Directors and Auditors thereon. 2. To declare a fi nal single tier dividend of 5 sen per ordinary share in respect of the fi nancial year ended 31 December 2012 as recommended by the Directors of the Company. 3. To re-elect YBhg Dato’ Ruslan Bin Hassan as Director of the Company. 4. To re-elect YBhg Dato’ Syed Danial Bin Syed Ariffi n as Director of the Company. 5. To re-elect YAM Tengku Dato’ Rahimah Binti Almarhum Sultan Mahmud as Director of the Company. 6. Ordinary Resolution 1: To re-appoint YBhg Tan Sri Dato’ Seri Dr Ting Chew Peh retiring pursuant to Section 129 of the Companies Act, 1965, as Director of the Company. 7. To appoint Messrs KPMG as Auditors of the Company for the fi nancial year ending 31 December 2013 in place of Messrs Ernst & Young and to authorise the Directors of the Company to fi x their remuneration. SPECIAL BUSINESSES 8. Ordinary Resolution 2: To empower the Directors of the Company to issue shares pursuant to Section 132D of the Companies Act, 1965. 9. Ordinary Resolution 3: To approve the continuing in offi ce by YBhg Tan Sri Dato’ Seri Dr Ting Chew Peh as an Independent Non-Executive Director of the Company and to hold offi ce until the conclusion of the next Annual General Meeting of the Company. 10. Ordinary Resolution 4: To approve the continuing in offi ce by YBhg Tan Sri Dato’ Hari Narayanan A/L Govindasamy as an Independent Non-Executive Director of the Company and to hold offi ce until the conclusion of the next Annual General Meeting of the Company.

Please indicate with a cross (X) how you wish your votes to be cast in respect of each Resolution. In the absence of specifi c directions, your proxy will vote or abstain as he thinks fi t.

Signed this day of 2013

Signature(s)/Common Seal of Shareholder NRIC/Company No. : Tel. No. :

Notes: 1. In respect of deposited securities, only Members whose names appear in the Record of Depositors on 18 June 2013 (General Meeting Record of Depositors) shall be entitled to attend, speak and vote at this Sixteenth Annual General Meeting. 2. A Member entitled to attend and vote at the Meeting is entitled to appoint another person to attend and vote in his stead. 3. A proxy need not be a Member of the Company and the provision of Section 149(1)(b) of the Companies Act, 1965 shall not apply to the Company. There shall be no restriction as to the qualifi cation of the proxy. 4. A Member shall not be entitled to appoint more than two (2) proxies to attend and vote at the Meeting provided that, (a) where a Member is an authorised nominee as defi ned in the Central Depositories Act, it may appoint up to two (2) proxies in respect of each Securities Account it holds with ordinary shares of the Company standing to the credit of the said Securities Account. (b) where a Member is an exempt authorised nominee which holds ordinary shares in the Company for multiple benefi cial owners in one securities account namely, Omnibus Securities Account, there is no limit to the number of proxies which the exempt authorised nominee may appoint in respect of each Omnibus Securities Account it holds with ordinary shares of the Company standing to the credit of the said Omnibus Securities Account. Where a Member appoints two (2) or more proxies (as the case maybe), the appointments shall be invalid unless he specifi es the proportions of his holdings to be represented by each proxy. 5. The instrument appointing a proxy shall be in writing under the hand of the appointer or his attorney duly appointed under a power of attorney or if such appointer is a corporation, either under its common seal or under the hand of an offi cer or attorney duly appointed under a power of attorney. If this Proxy Form is signed under the hand of an offi cer duly authorised, it should be accompanied by a statement reading “signed as authorised offi cer under an Authorisation Document which is still in force, no notice of revocation having been received”. If this Proxy Form is signed under the attorney duly appointed under a power of attorney, it should be accompanied by a statement reading “signed under a power of attorney which is still in force, no notice of revocation having been received”. A copy of the Authorisation Document or the power of attorney, which should be valid in accordance with the laws of the jurisdiction in which it was created and is exercised, should be enclosed with this Proxy Form. 6. Any corporation which is a Member of the Company may by resolution of its Directors or other governing body authorise such person as it thinks fi t to act as its representative at the Meeting in accordance with Article 82 of the Company’s Articles of Association. 7. The instrument appointing the proxy must be deposited at the Offi ce of the Company’s Share Registrar, Tricor Investor Services Sdn Bhd at Level 17, The Gardens North Tower, Mid Valley City, Lingkaran Syed Putra, 59200 Kuala Lumpur not less than 48 hours before the time set for holding the Meeting or any adjournment thereof. 8. At any general meeting, a resolution put to the vote of the Meeting shall be decided on a show of hands unless a poll be (before or on the declaration of the result of the show of hands) demanded by either:- (a) the Chairman (being a person entitled to vote); or (b) not less than two Members present in person or by proxy and entitled to vote; or (c) a Member or Members present in person or by proxy and representing not less than one-twentieth of the total voting rights of all the Members having the right to vote at the Meeting; or (d) a Member or Members present in person or by proxy and holding shares in the Company conferring a right to vote at the Meeting being shares on which an aggregate sum has been paid up equal to not less than one-twentieth of the total sum paid up on all the shares conferring that right. 9. A demand for a poll may be withdrawn. Unless a poll be so demanded (and the demand be not withdrawn), a declaration by the Chairman that a resolution has been carried or carried unanimously, or by a particular majority, or lost and an entry to that effect in the minute book, shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded for or against such resolution. 10. No poll shall be demanded on the election of a Chairman or on a question of adjournment. A poll demanded on any other question shall be taken either immediately or at such subsequent time (not being more than thirty days from the date of the meeting) and place as the Chairman may direct. No notice need to be given of a poll not taken immediately. 11. On a poll, votes may be given either personally or by proxy and a person entitled to more than one vote need not use all his votes or cast all the votes he uses in the same way. PLEASE FOLD HERE

STAMP

Share Registrar for Puncak Niaga Holdings Berhad (416087-U) Tricor Investor Services Sdn Bhd (118401-V) Level 17, The Gardens North Tower Mid Valley City Lingkaran Syed Putra 59200 Kuala Lumpur Malaysia

PLEASE FOLD HERE PUNCAK NIAGA SUBSIDIARY OFFICES KGL LTD. HOLDINGS BERHAD c/o Lot 1, 2nd Floor Wisma Rozali In Malaysia Wisma Siamloh No. 4, Persiaran Sukan Jalan Kemajuan Seksyen 13, 40100 Shah Alam PUNCAK NIAGA (M) SDN BHD 87007 Selangor Darul Ehsan Wisma Rozali Federal Territory of Labuan Tel : +603-5522 8589 No. 4, Persiaran Sukan Tel : +608-741 7810 Corporate Fax : +603-5522 8598 Seksyen 13, 40100 Shah Alam Fax : +608-742 4220 e-mail (general): Selangor Darul Ehsan Directory [email protected] Tel : +603-5522 8589 In Singapore e-mail (investors): Fax : +603-5522 8598 [email protected] SINO WATER PTE LTD and Website: SYARIKAT BEKALAN AIR PUNCAK NIAGA OVERSEAS SELANGOR SDN BHD CAPITAL PTE LTD www.puncakniaga.com.my LUANCHENG DAYU WATER (SYABAS) No. 8, Eu Tong Sen Street SUPPLY CO. LTD SYABAS Head Offi ce #22-85 & #22-86 BRANCH OFFICES No. 17, Xinyuan Road Jalan Pantai Baharu The Central Kuala Terengganu Offi ce Luancheng County 59200 Kuala Lumpur Singapore 059818 201B, Jalan Sultan Zainal Abidin Hebei Province Tel : +603-2282 6244 / Tel : +65 6224 9220 (Main Line) 20000 Kuala Terengganu 051430 +603-2088 5400 +65 6222 7926 Terengganu Darul Iman People’s Republic of China Fax : +603-2282 7976 Fax : +65 6222 6812 Tel : +609-623 8589 Tel / Fax: +86-311-8803 1652 Fax : +609-624 8589 e-mail: [email protected] Website: www.syabas.com.my In China HEBEI SINO PANLONG Penang Offi ce Pusat Perkhidmatan SINO WATER INDUSTRIAL WATER SUPPLY No. 12C, Jalan Todak 5 CO. LTD Pusat Bandar Seberang Jaya Pelanggan (PUSPEL) ENVIRONMENTAL Toll Free Helpline: CONSULTANCY (SHANGHAI) No. 117, Renmin Road 13700 Perai, Pulau Pinang Yuanshi County Tel : +604-397 8589 1-800-88-5252 CO. LTD Fax : +603-2295 5168 Unit 301, No. 398 Hebei Province 051130 Sarawak Offi ce SMS to 39222 type City Gateway People’s Republic of China Lot 10864 & 10865 PUSPEL Xuhui District e-mail: [email protected] 200030 Shanghai Jalan Mendu In India 93200 Kuching, Sarawak Network: follow@puspel People’s Republic of China Tel : +6082-332 589 (on Twitter and Facebook) Tel : +86-21-6090 5282 PUNCAK NIAGA Fax : +6082-337 589 Fax : +86-21-6090 5281 INFRASTRUCTURES & PUNCAK OIL & GAS SDN BHD PROJECTS PRIVATE LIMITED Level 17, Tower 1 Liaison Offi ce Sri Aman Site Offi ce No. 12, 7th Main Road st Etiqa Twins Level 28, One Aerospace Center 1 Floor, Lot 440 First Floor No. 11, Jalan Pinang No. 7, Xin Guang Hua Street Block 3, Jalan Council Kasturibai Nagar 50450 Kuala Lumpur Jin Jiang District 95000 Sri Aman, Sarawak Adyar Wilayah Persekutuan 610016 Chengdu Tel : +6083-320 335 Chennai 600020 Tel : +603-2176 2000 People’s Republic of China Fax : +6083-320 340 Tamil Nadu, India Fax : +603-2176 2100 Tel : +86 28 6283 3442/ Tel : +91-44-4210 2058 Sarikei Site Offi ce 43/46/48 Fax : +91-44-4210 2028 1st Floor, No. 82C GOM RESOURCES SDN BHD Fax : +86 28 6283 3550 Level 15, 16 & 17, Tower 1 Wisma CS Kua In Myanmar Jalan Masjid Lama Etiqa Twins LUWEI (PINGDINGSHAN) 96100 Sarikei, Sarawak No. 11, Jalan Pinang WATER CO. LTD GOM RESOURCES LIMITED Tel : +6084-656 206 50450 Kuala Lumpur No. 6, ShunCheng Road (East) c/o No. 79, Taw Win Road Fax : +6084-656 208 Wilayah Persekutuan Lushan County Dagon Township Tel : +603-2176 2000 Henan Province 11191 Yangon Sabah Offi ce Fax : +603-2176 2100 467300 Myanmar No. 5, 1st Floor, Block A People’s Republic of China Tel : +95-973 9999 11/ PUNCAK RESEARCH CENTRE Lorong Plaza Permai 1 Tel / Fax: +86-375-5891036 +95-973 9999 66 SDN BHD Alamesra, Sulaman Coastal Fax : +95-1221 789 Highway Wisma Rozali XINNUO WATER (BINZHOU) 88400 Kota Kinabalu No. 4, Persiaran Sukan CO. LTD REPRESENTATIVE OFFICE Sabah Seksyen 13, 40100 Shah Alam Chenlou Industrial & Tel : +6088-486 070 Selangor Darul Ehsan Commerce Park In Vietnam Fax : +6088-486 069 Tel : +603-5522 8589 Laodian Town Fax : +603-5522 8598 Yangxin County The Representative Shandong Province Offi ce of Puncak Niaga 251802 Holdings Berhad People’s Republic of China 16F, Saigon Tower Tel / Fax: +86-543-898 3008 29, Le Duan Street District 1, Ho Chi Minh City Saigon, Vietnam Tel : +84-8-3520 7601 Fax : +84-8-3520 7604