FROM VISION TO ACTION: UEM LAND HOLDINGS BERHAD ANNUAL REPORT 2008

FROM VISION tO actION
UEM LAND HOLDINGS BERHAD ANNUAL REPORT 2008
UEM LAND HOLDINGS BERHAD
FROM VISION TO ACTION
Long before the southern span of Johor was given a second glance as an economic region, we had trained our sights on it. Seen the possibilities. Appraised the strengths. Sensed and understood the potential. Prodded by our own sure sense of belief, we took what began as a vision and nurtured it to full flight. Looking back at what had been in our minds eye, is today the unfolding of that one unwavering focus. Nusajaya.
PICTURE ON COVER
A birds eye view of current developments in Nusajaya, with Puteri Harbour waterfront development in the foreground and a completed Johor State New Administrative Centre (JSNAC) in part of the background.
FIRST ANNUAL GENERAL MEETING
Date
Wednesday, 10 June 2009

Time
10.30 a.m.
Venue
Grand Ballroom, 1st Floor Sime Darby Convention Centre 1A Jalan Bukit Kiara 1 60000 Kuala Lumpur
CONTENTS
004 008 024 025 026 027 028 030 031 032 033 034 035 036 037 041 045 048 054 058 060 062 064 069 070 073 076 080 144 149 150 152 154 Chairmans Statement Vision & Mission Corporate Profile Corporate Information Corporate Structure Milestones Organisation Structure Four-Year Financial Highlights Four-Year Group Performance 2008 Group Quarterly Performance Four-Year Financial Review of the Group Simplified Group Balance Sheet Statement of Value Added & Distribution Employees & Productivity Share Price & Volume Traded Profile of Directors Profile of Senior Management MD/CEO Operations Review Corporate Responsibility Human Capital Development, QASHE, CRM & CSR Media Highlights Event Highlights 2008 Corporate Event Highlights 2008 CSR Corporate Governance Statement Additional Compliance Information Audit Committee Report Statement on Internal Control Risk Management Financial Statements Analysis of Shareholdings Properties of UEM Land Holdings Group Recurrent Related Party Transactions Notice of First Annual General Meeting Statement Accompanying Notice of The First Annual General Meeting Proxy Form Corporate Directory
Through Nusajayas myriad international-class developments, it will become a city hub of the future a fully integrated urban environment for business, industry, living and leisure. Borderless in its appeal, with every conceivable sophisticated infrastructure ahead of its time.
CREATING A GlObAl COmmuNITy
The Golf Precinct, Horizon Hills
Nusa Idaman
CHAIRmANS STATEmENT
4 COMMENDABLE RESULTS IN A CHALLENGING ENVIRONMENT
The financial and business conditions in 2008 were undoubtedly challenging. In spite of that, the financial performance of UEM Land Holdings for FY2008 has been commendable. The Group achieved a total revenue of RM511.6 million and profit after tax of RM75.1 million compared with RM1,871.5 million and RM529.7 million respectively in financial year ended 2007 (FY2007). Although this is a decline from the previous financial years record results, the FY2008 financial performance has to be viewed in the light of a one-off land sale to Khazanah Nasional Berhad (Khazanah) in FY2007, which accounted for a revenue of RM1,430.4 million. After stripping out the effects from the Khazanah land sale in FY2007, UEM Land Holdings financial performance for FY2008 showed a commendable 16% increase in revenue from RM441.1 million (FY2007) and a 46% increase in profit after tax from RM51.5 million (FY2007). We are mindful of our shareholders need for an income stream from their investments. However, the Board has not recommended a dividend for FY2008 as we would like to build sufficient reserves to take advantage of growth opportunities which may arise in the future. The outlook for financial year 2009 (FY2009) remains uncertain, with global economies and demand expected to remain weak. However, we are cautiously optimistic that UEM Land Holdings, through its flagship development, Nusajaya, will be able to continue to capitalise on the growth potential of Iskandar Malaysia. The Governments second economic stimulus package will indirectly benefit Nusajaya, as RM1.7 billion of the RM10 billion earmarked for Khazanah will be used to implement development projects in Iskandar Malaysia. UEM Land Holdings will remain committed to create sustainable shareholders value and meet our shareholders expectations. As part of the Groups transparent performance management practice, we will continue to set appropriate performance targets for each operating entity within the Group. For FY2009, UEM Land Holdings aspires to achieve the following Headline Key Performance Indicator (KPI) targets:
Dear Shareholders, It is my great pleasure to write to you in UEM Land Holdings Berhads inaugural Annual Report and to present the Financial Statements for the financial year ended 31 December 2008 (FY2008). UEM Land Holdings Berhad (UEM Land Holdings or the Company), incorporated on 20 August 2008, made a successful debut on the Main Board of Bursa Malaysia Securities Berhad on 18 November 2008. This resulted from a major restructuring exercise undertaken by UEM Group Berhad (UEM Group) and UEM World Berhad to reposition UEM Land Holdings as the property wing of the UEM Group of companies and to unlock value for our stakeholders, whilst enabling direct equity participation by the investing public in its exciting next phase of growth.
Revenue growth of 20% Return on Equity (ROE) of 6%
NUSAJAYA THE KEY DRIVER OF ISKANDAR MALAYSIA
Iskandar Malaysia is one of the key catalysts, high impact developments and engines of growth identified under the Ninth Malaysia Plan (9MP). Nusajaya, the city at the heart of Iskandar Malaysia, will be the key driver for the successful development of this region into a strong, sustainable metropolis of international standing.
Nusajaya, spanning 23,875 acres, will become one of the largest and most prestigious integrated urban developments in South East Asia. UEM Land Berhad (UEM Land), the master developer of Nusajaya, intends to develop Nusajaya into a model regional city which raises the benchmark for integrated developments around the globe. With its current existing infrastructure, strategic location and potential to tap an Asian consumer market of more than 3 billion people within a six-hour flight radius, Nusajaya is a compelling investment proposition for far-sighted investors unperturbed by short-term volatility and who believe in the long-term prosperity of Asia. As part of the strategy to achieve our vision of Nusajaya as The World In One City and the preferred destination for living, business and leisure in South East Asia, UEM Land has entered into strategic alliances and collaboration arrangements with reputable international partners and investors like General Electric, Limitless, Damac and local partners like Gamuda and United Malayan Land. Collaboration and strategic partnerships allow us to tap into the best expertise and experience available and expedite the implementation of our projects. As we progress through the current year, we expect to face increasing competition due to slowing demand in a challenging economic environment. To differentiate ourselves from our competitors, UEM Land Holdings will continue to build brand awareness of Nusajaya and utilise Integrated Brand Marketing Communication tools to enhance the Nusajaya brand as a world class destination which will enrich the lives of its residents and visitors. In the medium to long term, the Nusajaya brand will showcase our ability to execute such complex integrated projects globally and will feature prominently in our diversification programs of going forward into other areas in Malaysia and overseas. Nusajaya comprises eight unique signature projects, which will catalyse the development of the region. These include:
A Risk Management Committee, chaired by the Managing Director/ Chief Executive Officer, and comprising top management and senior executives with various functional responsibilities has been set up since 2006 to assist the Board in carrying out its responsibilities. From the inception of projects, risks are identified and appropriate actions will be implemented according to a systematic methodology formulated to address unacceptable risk return profiles. The risk management systems and methodologies are continuously reviewed and enhanced to respond effectively to the constantly changing environment the Group is operating in. The outcome of this entire risk management process is thorough risk governance, which enables UEM Land Holdings to optimise risk return relationship for the Groups investments and enhance our shareholders value. In our move forward to become a global player and to take the UEM Land and Nusajaya brands international, our disciplined approach to risk management will strengthen our competitive edge.
HUMAN CAPITAL AND ORGANISATIONAL DEVELOPMENT
Training and development of our human resources is a vital part of the corporate culture in the Group and one of the focus areas of our Groups Value Creation Strategy. Human resource development, as an integral part of organisational development, is a necessity in an increasingly competitive business environment. Notwithstanding the economic uncertainties ahead, we will continue to allocate significant management and financial resources in FY2009 to develop a highly skilled team with core values respected by the business and social communities. We will continue to inculcate a learning culture and introduce best practices in learning to drive the Groups financial performance in difficult times.
QUALITY ASSURANCE, OCCUPATIONAL SAFETY, HEALTH & ENVIRONMENT (QASHE)
Johor State New Administrative Centre (JSNAC) Puteri Harbour Waterfront Development Southern Industrial and Logistics Clusters (SiLC) Afiat Healthpark Educity International Destination Resort Nusajaya Residences comprising East Ledang, Horizon Hills, Ledang Heights and Nusa Idaman Medini
At UEM Land Holdings, we continually strive to achieve higher standards of quality, workplace health and safety, whilst minimising any undesirable impact of our projects on the environment. Strict quality control standards and procedures are applied along the entire development chain, from project conceptualisation to the timely delivery of the product to the customer. UEM Land Holdings has been certified with the upgraded MS ISO 9001:2008, an international standard on Quality Management System and the upgraded Occupational Health and Safety Advisory Service (OHSAS) 18001:2007, a standard on workplace safety and health. Meanwhile, we have set up our Environmental Management System (EMS) and are in the process of securing the MS ISO 14001:2004, a standard on EMS which is recognised worldwide. We are also engaging the Building Authority of Singapore for Construction Quality Assessment System (CONQUAS) certification for selected projects.
Following the sale of some land parcels to Khazanah in 2007, the development of Educity, the International Destination Resort and Medini is currently driven by Iskandar Investment Berhad.
RISK MANAGEMENT
Risk management plays an integral role in our entire decision making process at all levels of the organisation. To address and manage risks, the Board of Directors (Board) has implemented an Enterprise Wide Risk Strategy.
CHAIRmANS STATEmENT
CUSTOMER RELATIONSHIP MANAGEMENT (CRM)
UEM Land Holdings is fully committed to understanding its customers, meeting their needs and expectations, and providing excellent customer service. To execute our commitment, the Group initiated a CRM project in 2008 to enhance customer satisfaction, increase customer retention and improve perception. This allows the Company to fully integrate customer data in order for us to obtain better knowledge and understanding of our customers, investors and business partners. This project, when fully implemented in early 2010, will not only enable us to streamline our processes in servicing our customers better but will also add further impetus to our ongoing image and brand building efforts.
OUR COMMITMENT TO CORPORATE SOCIAL RESPONSIBILITY (CSR)
Funds from the second stimulus package, earmarked for catalytic project development and infrastructure spending in Iskandar Malaysia will ensure continuity and viability of Nusajaya, as well as enhance the valuation of our assets in the long term. At the operational level, the momentum of our activities will not be deflected by the current economic downturn. We are putting in place the necessary infrastructure in preparation for the next upsurge. Physical property development typically takes two to three years to come on stream to the market and it is likely that the economy would have turned around in that timeframe. In the immediate future, our focus is on ensuring that all the enablers are in place to realise our vision of developing Nusajaya into a model regional city, but looking ahead, we intend to grow UEM Land Holdings into an international player. With a healthy balance sheet and our ability to access funding, we will capitalise on growth opportunities beyond Nusajaya to create sustainable shareholder value.
ACKNOWLEDGEMENT
As a responsible corporate citizen, UEM Land Holdings has a strong commitment to nation building at both the macro and micro level. At the macro level, we align our efforts and resources with the aspiration of the nation as is apparent in our Nusajaya project. In collaboration with the Government, we endeavour to contribute to a balanced medium and long term socio economic development of the nation by attracting more local and foreign investments, as well as providing more employment and entrepreneurial opportunities in the communities in which we have a presence. At the micro level, we are committed to educating and giving back to the people in the local communities, ultimately enhancing the standard of living and the quality of lives in these communities. In 2008, UEM Land Holdings supported a wide spectrum of community needs like education, welfare, general social well being and environment conservation. We see education as a prime enabler in closing the existing socio economic gap prevalent in the Nusajaya communities and have therefore, intensified our CSR activities through our flagship education programs, which include the Promoting Intelligence, Nurturing Talent and Advocating Responsibility (PINTAR) Program for primary and secondary schools and the Pintar Al-Quran Program for pre-schoolers.
OUTLOOK AND STRATEGIES MANAGING UNCERTAINTIES
On behalf of the Board of Directors, I warmly welcome Dato Ikmal Hijaz Hashim who joined the Board on 1 March 2009 and Omar Siddiq Amin Noer Rashid who joined the Board on 1 April 2009. The Group will undoubtedly benefit greatly from their invaluable experience, knowledge and business acumen. I would like to thank our stakeholders, shareholders, customers, business associates and partners for their contribution and continued support in making 2008 a successful year for UEM Land Holdings. I would like to express my appreciation to my fellow Directors for their invaluable counsel and business insights during the year, especially to Dato Ahmad Pardas Senin who will be retiring from the Board after more than 17 years of service in UEM Group. Last but not least, my utmost gratitude to our Management and staff for their unwavering dedication, commitment and hard work. With your continued support, commitment and dedication, we will navigate the economic turbulence together and achieve our vision for the Company.
The Malaysian economy is expected to grow by about 1% in 2009, compared with 4.6% in 2008 and 6.3% in 2007. To buffer the domestic economy from a prolonged global slowdown and alleviate the risk of recession, the Government has recently committed to a second economic stimulus package of RM60 billion. It is uncertain when we will see a sustainable recovery in the global economies, but we can expect that at some point, the unprecedented size of the stimulus packages by various Governments and the prevailing low global interest rates will start to have some positive impact on the economies when credit markets start functioning again and consumer confidence returns.
A PICTORIAl uPDATE ON THE mAKING OF A 21ST CENTuRy CITy
NUSAJAYA
PUTERI HARBOUR
Luxurys New Attitude, Puteri Harbour, is an integrated waterfront and marina development spanning 688 acres in Nusajaya, which will embrace an impeccable blend of commerce and leisure, business and pleasure.
JOHOR STATE NEW ADMINISTRATIVE CENTRE (JSNAC)
Nusa IdamaN
A new administrative centre for the Johor State and Federal Government with state-of-the-art facilities dedicated to efficiency and progress.
2 PUTERI HARBOUR
This hillside suburb provides an eco-friendly lifestyle which encourages interaction among residents and convenient accessibility to a multitude of modern facilities and services.
m A l AyS I A
SECO
This waterfront precinct, ideally located for global and regional commerce and events, will shape the future perception of a luxurious lifestyle.
3 10 HORIZON HILLS
sOuTHERN INdusTRIaL aNd LOGIsTICs CLusTERs (siLC)
This clean and green industrial park supported by excellent infrastructure will be the new gateway to Asia offering positive revaluation potential for forward looking investors. The Afiat Healthpark will be a fusion of the entire range of medical facilities, from the latest specialist medical care to traditional complementary medicine and wellness.
ES N D LI N K EXPR
aFIaT HE aLTHpaRk a aT 11
An exclusive gated residential and golf course development spanning 1,227 acres of land with emphasis on design quality, community and healthy lifestyle that puts safety and security foremost.
4 EAST LEDANg
A prestigious gated residential enclave surrounded by landscaped parks and natural forest, this development enables a contemporary lifestyle which blends seamlessly with nature.
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A gated enclave of exclusive bungalows on 360 acres of rolling hills with lake views and landscaped central park.
6
SiLC
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JOHOR BAHRU CITY CENTRE CIQ
3
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SENTOSA ISLAND
NUSAJAYAA PICTORIAL UPDATE ON THE MAKING OF A 21ST CENTURY CITY
PuTERI HARbOuR
12
The luxurious appeal of Puteri Harbour is unrivalled in the region. Regarded as the Jewel of Nusajaya, it will be developed into a world class integrated waterfront precinct and marina, offering unsurpassed luxurious waterfront living, dining, entertainment, arts and culture, with panoramic views of the Straits of Johor. Puteri Harbour will be spread over 688 acres of prime land and will include high end residential, commercial and retail properties, resorts, hotels, a convention centre, a 76-berth public marina and a 200-berth private marina for boats up to 90 meters, a mega yacht berthing terminal for boats up to 120 meters, a satellite clubhouse, a sales gallery and many other amenities. The public marina and satellite clubhouse have been completed and opened to the public since January 2009.
13
jOHOR STATE NEw ADmINISTRATIvE CENTRE

jSNAC 14
Set amidst landscaped gardens and parks, JSNAC is a centralised government precinct that will house the Johor State Government and Federal Government offices. Having both Governments offices and agencies in one modern and progressive environment will substantially improve efficiencies for both the State and Federal Government. With this, the public administrative sector is better able to provide enhanced support to existing businesses, as well as attract new local and foreign investors to Nusajaya.
15
RESIDENCES
16
With emphasis on design quality, community and healthy lifestyle, these signature residences offer a variety of residential products, from affordable housing to high end residences. Comprising Horizon Hills, East Ledang and Nusa Idaman, these residential developments aim to meet the discerning needs of up to 500,000 residents.
EAST lEDANG
17
Amongst the more prestigious offerings in Nusajaya, this development is meticulously designed to allow modern lifestyles to blend seamlessly with nature. Comprising contemporary and spacious luxury resort homes, surrounded by a 20-acre forest with 31 themed gardens including seven landscaped parks with ornamental waterways, East Ledang is also designed to ensure the highest level of security for its residents. Phase 1, better known as Serenity Park is expected to be completed and handed over to the owners in the latter part of 2009.
RESIDENCES
18
NUSA IDAMAN
19
This hillside suburb provides an eco-friendly lifestyle and the convenience of being situated amidst Nusajayas signature developments with ready infrastructure for easy accessibility and high quality living. Apart from the adjacent 650-acre Regional Park, Nusa Idaman also features a large linear park and a recreational lake that encourages closer interaction among neighbours within a safe and guarded environment. To date, six out of eight phases have been launched and the first three phases have been handed over to the owners.
RESIDENCES
20
HORIzON HILLS
21
This is an exclusive gated, resort style development comprising an 18-hole international championship golf course on 200 acres of natural undulating land and eight themed precincts on sprawling greens and hills that offer unsurpassed luxurious lifestyles to its residents. The natural beauty of Horizon Hills is further accentuated by state-of-the-art landscaping with water features, canals, lakes and streams.
SOuTHERN INDuSTRIAl AND lOGISTICS CluSTERS

SilC 22
AFIAT HEAlTHPARK
This distinctive development on 1,300 acres of industrial park focuses on advanced and innovation driven green and clean industries like electronics and biotechnology. SiLCs strategic location with its proximity to cargo hubs, two international airports and five seaports in Johor and Singapore, will allow industries in its location to tap into a growing and increasingly affluent Asian market of 3 billion potential consumers. Together with its land size which offers extensive expansion capacity and existing fully integrated infrastructure, SiLC is a compelling location for industry players of the future.
Afiat Healthpark is one of the catalyst projects conceptualised to position Nusajaya as a comprehensive medical hub. Spread over 68 acres, Afiat Healthpark has been tailored to specifically meet the present gaps in the healthcare market and respond to increasing demand for premier healthcare services and facilities by local and international customers. It will cater to three distinct areas in healthcare; modern medicine, traditional and complementary medicine and wellness. This development will include a health screening centre, private specialist clinics, outpatient clinics, a commercial village, a nursing college, a rehabilitation centre and a dialysis centre.
23
CORPORATE PROFIlE
24
UEM Land Holdings Berhad (UEM Land Holdings or the Company) was incorporated on 20 August 2008 as part of a restructuring exercise undertaken by UEM World Berhad. The restructuring was undertaken to move UEM Land Holdings to the next growth paradigm and unlock value for shareholders, as well as allow direct equity participation in the Company by public investors. This culminated in the successful public listing of UEM Land Holdings on Bursa Securities on 18 November 2008. UEM Land Holdings is the flagship company for real estate investment and property development in UEM Group Berhad (UEM Group) and Khazanah Nasional Berhad (Khazanah). UEM Group is a wholly-owned subsidiary of Khazanah, an investment holding company of the Malaysian Government. The jewel in UEM Land Holdings portfolio, Nusajaya, is located in one of the five flagship zones of Iskandar Malaysia, identified by the Government as one of the key drivers of our nations socio economic growth under the Ninth Malaysia Plan. The overall development of Nusajaya as an integrated modern city with diverse catalyst projects, is expected to be fully completed by 2025. Embracing innovative building processes and technology, Nusajaya will be a role model of an economically, socially and environmentally sustainable city for South East Asia. With its modern infrastructure and cutting edge architectural design, the expected local and foreign investment inflows into Nusajaya will propel economic growth and transform south Johor into an exciting centre of economic development. Nusajaya spans a total of 23,875 acres, with UEM Land Holdings owning 9,564 acres which are currently under various stages of development. By 2025, Nusajaya will comprise a range of high quality properties, including the Johor State New Administrative Centre (JSNAC) and the Federal Government offices, the luxurious Puteri Harbour waterfront development, the green and clean fully managed Southern Industrial and Logistics Clusters (SiLC) and Afiat Healthpark, a comprehensive
medical park offering world class healthcare facilities and services. There will also be a mix of residential and commercial properties, hotels, resorts and many other amenities required to transform Nusajaya into a preferred destination to live, work and play. Central to Nusajayas potential success is its strategic location. Adjacent to Singapore and at the crossroads of arterial land, sea and air routes, with 3 billion potential consumers within a six-hour flight radius, Nusajaya has the vital ingredients to become the nucleus of economic growth in Asia. Nusajaya is a compelling investment proposition for long term investors looking to tap a growing and increasingly affluent population. To date, Nusajaya has successfully formed strategic alliances with international developers, Limitless Holdings Pte Ltd (a business unit of Dubai World) and DAMAC Properties (Malaysia) Sdn Bhd (a member of DAMAC Group, the largest private real estate developer in Dubai) and local developer United Malayan Land Bhd. The Company will continue to look for suitable synergistic alliances with reputable local and international companies with strong branding and market reach, as these partnerships will play a key role in helping UEM Land Holdings achieve its vision for Nusajaya. One of the Companys mission is to diversify its income stream and geographical location into high growth areas. This process has been initiated with the formalisation of an acquisition of 98 acres of freehold site adjacent to the Central Business District of Cyberjaya at the end of 2008, with a potential gross development value in excess of RM1 billion.
CORPORATE INFORmATION
BOARD OF DIRECTORS AUDIT COMMITTEE SECRETARIES 25
Tan Sri Dr Ahmad Tajuddin Ali Chairman Wan Abdullah Wan Ibrahim Managing Director/Chief Executive Officer Dato Ahmad Pardas Senin Non-Independent Non-Executive Director Abdul Kadir Md Kassim Non-Independent Non-Executive Director Md Ali Md Dewal Senior Independent Non-Executive Director Oh Kim Sun Independent Non-Executive Director Dato Ikmal Hijaz Hashim Independent Non-Executive Director Appointed on 1 March 2009 Omar Siddiq Amin Noer Rashid Non-Independent Non-Executive Director Appointed on 1 April 2009
Oh Kim Sun Chairman Abdul Kadir Md Kassim Member Md Ali Md Dewal Member Dato Ikmal Hijaz Hashim Member Appointed on 31 March 2009
Tan Hwee Thian MIA 1904 Mohd Nor Azam Mohd Salleh MAICSA 7028137
AUDITORS
Ernst & Young Level 23A Menara Milenium Jalan Damanlela Pusat Bandar Damansara 50490 Kuala Lumpur
PRINCIPAL SOLICITORS
NOMINATIONS & REMUNERATION COMMITTEE
Md Ali Md Dewal Chairman Dato Ahmad Pardas Senin Member Oh Kim Sun Member
BOARD DEVELOPMENT COMMITTEE
Kadir, Andri & Partners 8th Floor Menara Safuan 80 Jalan Ampang 50450 Kuala Lumpur
PRINCIPAL BANKERS
CIMB Bank Berhad Malayan Banking Berhad

REGISTERED OFFICE
Formed on 1 March 2009 Md Ali Md Dewal Chairman

Dato Ahmad Pardas Senin Member Wan Abdullah Wan Ibrahim Member Dato Ikmal Hijaz Hashim Member
BOARD TENDER COMMITTEE
19-2 Mercu UEM Jalan Stesen Sentral 5 Kuala Lumpur Sentral 50470 Kuala Lumpur Tel: 03-2727 6868 Fax: 03-2727 2211
REGISTRARS
Formed on 1 March 2009 Abdul Kadir Md Kassim Chairman

Md Ali Md Dewal Member Oh Kim Sun Member Dato Ikmal Hijaz Hashim Member
Symphony Share Registrars Sdn Bhd Level 26 Menara Multi-Purpose Capital Square No.8 Jalan Munshi Abdullah 50100 Kuala Lumpur Tel: 03-2721 2222 Fax: 03-2721 2530
STOCK EXCHANGE
Main Board of Bursa Malaysia Securities Berhad
CORPORATE STRuCTuRE
AS AT 31 MARCH 2009 26
1 UEM LAND BERHAD
100% Project procurement and management, and strategic investment holding company 100% Investment holding, property development, land trading and an agent for its subsidiary 100% Property development
2 BANDAR NUSAJAYA DEVELOPMENT SDN BHD
3 NUSAJAYA DEVELOPMENT SDN BHD
4 CAHAYA JAUHAR SDN BHD
60% Undertake the turnkey design and build contract for the development of the Johor State New Administrative Centre 50% Property development 40% Property development 25% Property development and sale of land
5 HORIzON HILLS DEVELOPMENT SDN BHD 6 HAUTE PROPERTY SDN BHD 7 SETIA HARUMAN SDN BHD
mIlESTONES
MID90S
Acquisition
of Nusajaya landbank.
2003
Nusajayas
revised development masterplan approved.
2004
Secured
agreement for establishment of JSNAC as first catalyst.
27
Development
commenced.
Nusajaya
repositioned as Regional City with various catalyst developments.
2006
Launched
Nusa Idaman, the first mixed residential project.
2007
Launched
2008
Launched
This table shows you the key milestones in the development of Nusajaya. We expect to achieve Tipping Point in 2012.
Horizon Hills East Ledang. and Nusajaya Industrial Secured Park Phase 2. DAMAC as development partner for part Physical Physical of the Private works works Marina and commenced commenced Commercial on SiLC. on Puteri South Harbour and precincts, secured Undertook Puteri Harbour. Limitless as degearing development exercise partner for involving The listing Residential strategic of UEM Land North, Puteri disposal of Holdings Harbour. 4,500 acres Berhad on in Nusajaya Bursa to Khazanah. Securities.
ORGANISATION STRuCTuRE
28
BOARD OF DIRECTORS
29
INTERNAL AUDIT AUDIT COMMITTEE NOMINATIONS & REMUNERATION COMMITTEE BOARD TENDER COMMITTEE BOARD DEVELOPMENT COMMITTEE CHIEF OPERATING OFFICER
Vacant
MANAGING DIRECTOR/CHIEF EXECUTIVE OFFICER
PROJECT DIRECTORS
CEO CAHAYA JAUHAR
DIRECTOR FINANCE & CORPORATE AFFAIRS
DIRECTOR STRATEGIC MARKETING, CORPORATE COMMUNICATION & PROPERTY INVESTMENTS

STRATEGIC MARKETING MARKETING & SALES CORPORATE COMMUNICATION CRM PROPERTY INVESTMENTS
SUPPORT
SPECIAL PROJECTS HUMAN RESOURCE COST MANAGEMENT & CONTROL RISK MANAGEMENT, TRANSFORMATION & INVESTMENTS QA, OSHE & PROJECT MONITORING PLANNING
NUSAJAYA CYBERJAYA
JSNAC
PUTERI HARBOUR SiLC LEISURE & LIFESTYLE
FINANCE CORPORATE PLANNING INVESTOR RELATIONS LEGAL & SECRETARIAL
The Companys organisation structure was streamlined ahead of the corporate restructuring exercise to ensure that the Group can meet future challenges and its obligations to its shareholders as a public listed entity. The Board of Directors (Board), entrusted with providing strategic direction is responsible for the overall performance of the Group to maximise shareholder value, whilst the Managing Director / Chief Executive Officer (MD/CEO) is responsible for implementing the policies and decisions of the Board, overseeing the operations and managing the development and implementation of the Groups business and corporate strategies. With the reorganisation, the position of Chief Operating Officer (COO) was also created to assist the MD/CEO. Working together with a team of project managers, the COO oversees all operational aspects of project implementation initiatives for Nusajaya, as well as Cyberjaya, as it plans its product launch towards the end of 2009. Practising good corporate governance and ensuring compliance at all times, the Board approved the formation of additional Board and
Management Committees Board Development Committee, Board Tender Committee, Management Planning Committee and Management Tender Committee - with the authority to review specific issues and to report to the Board with recommendations. The Company also centralised several functions to improve operational efficiency within a matrix structure. One of the key initiatives was to centralise all marketing and sales function under a central functional reporting line to the Strategic Marketing division. Within the matrix structure, teams are then assigned to the various catalyst projects to drive sales and marketing efforts. The role of Quality Assurance, Occupational Health and Safety & Environment (QASHE) and Project Monitoring were also expanded to ensure that the formulated and approved quality standards of processes and practices were implemented accordingly throughout the entire development chain. Stringent QASHE guidelines were enforced and monitored for compliance to ensure that our projects are undertaken in a responsible manner that safeguard the wellbeing of our people and the preservation of the environment in which we operate.
FOuR-yEAR FINANCIAl HIGHlIGHTS

30 REVENUE PROFIT BEFORE INCOME TAX EARNINGS PER SHARE
RM 000
1,871,548
RM 000
457,279
Sen
208,350
453,149
511,647
7,538
129,181
75,700
0.1
4.7
24.7
2008 2005
Restated
2005
Restated
2006
2007
2008
2005
Restated
2006
2007
2006
2007
2008
Year Ended 31 December
SHAREHOLDERS EQUITY
TOTAL ASSETS
NET ASSETS PER SHARE
RM 000
RM 000
3,542,222 3,388,545
RM*
0.51
2008
71,531
150,087
1,184,635
1,250,155
2,717,725
3,060,552
0.04
2005
Restated
2006
2007
2008
2005
Restated
2006
2007
2008
2005
Restated
2006
0.09
2007
Year Ended 31 December * Attributable to equity holders of the Company
0.49
3.1
FOuR-yEAR GROuP PERFORmANCE

31 YEAR ENDED 31 DECEMBER IN RM' 000 2005 (RESTATED) 2006 2007 2008
Revenue Cost of sales Operating expenses Operating profit Other income Finance costs Share of result of associates and joint ventures
Profit before income tax
208,350 (134,500) (72,590) 1,260 18,977 (13,619) 920 7,538
453,149 (309,871) (31,700) 111,578 28,818 (6,612) (4,603) 129,181
1,871,548 (1,360,626) (85,552) 425,370 30,634 (594) 1,869 457,279
511,647 (381,159) (62,307) 68,181 2,678 (6,367) 11,208 75,700
Profit attributable to equity holders of the Company Shareholders' equity Earnings per share (sen) Return on equity
2,564 71,531 0.1 3.4%
82,018 150,087 4.7 74.0%
529,128 1,184,635 24.7 79.3%
74,189 1,250,155 3.1 6.1%
2008 GROuP QuARTERly PERFORmANCE

32 IN RM' 000 FIRST QUARTER SECOND QUARTER THIRD QUARTER FOURTH QUARTER 2008
Revenue Cost of sales Operating expenses Operating profit Other income Finance costs Share of result of associates and joint ventures
Profit before income tax
191,130 (116,637) (9,252) 65,241 1,122 (1,637) 1,285 66,011
60,172 (47,749) (14,736) (2,313) 97 (2,111) 2,793 (1,534)
78,365 (61,990) (11,925) 4,450 878 (3,287) 2,231 4,272
181,980 (154,783) (26,394) 803 581 668 4,899 6,951
511,647 (381,159) (62,307) 68,181 2,678 (6,367) 11,208 75,700
Profit attributable to equity holders of the Company Shareholders' equity Earnings per share (sen) Return on equity*
66,349 1,256,751 2.73 7.8%
(1,905) 1,254,810 (0.08) (0.6%)
1,108 1,250,837 0.05 0.4%
8,637 1,250,155 0.36 2.8%
74,189 1,250,155 3.06 6.1%
* Annualised and adjusted for non-recurring.
FOuR-yEAR FINANCIAl REvIEw OF THE GROuP

33 AS AT 31 DECEMBER IN RM' 000 TOTAL ASSETS 2005 (RESTATED) 2006 2007 2008
Property, plant and equipment and prepaid land lease payments Land held for property development, development properties and property development costs Investment in associates, joint ventures and others Inventories Receivables Goodwill Deposits and cash and bank balances Others
Total assets
TOTAL EQUITY AND LIABILITIES
8,422 2,659,266 72,409 51,586 387,982 4,478 204,403 3,388,545
10,456 2,777,054 32,455 35,501 527,878 36,822 83,351 38,705

3,542,222
11,132 2,111,653 22,921 34,797 401,485 39,223 57,809 38,705

2,717,725
12,693 2,255,944 40,457 35,905 612,989 39,223 34,823 28,518

3,060,552
Share capital Merger relief reserves Other reserves Accumulated losses Shareholders' equity Minority interests
Total equity
867,554 22,894 (78,980) (739,937) 71,531 632,842

704,373
867,554 22,894 (84,317) (656,043) 150,087 559,293

709,380
1,214,088 34,330 63,132 (126,915) 1,184,635 451,500

1,636,135
1,214,088 34,330 47,027 (45,290) 1,250,155 452,380

1,702,535
Borrowings Income tax liabilities Payables Provisions and others

Total equity and liabilities
2,390,771 128,994 108,318 56,088

3,388,545
2,445,240 177,747 169,572 40,284

3,542,222
560,289 156,165 330,553 34,583

2,717,725
599,294 145,935 577,418 35,370

3,060,552
Net asset per share attributable to equity holders of the Company (RM)
0.04
0.09
0.49
0.51
SImPlIFIED GROuP bAlANCE SHEET

34 43% 21%
TOTAL ASSETS 2007
TOTAL EQUITY AND LIABILITIES 2007
2% 1% 1% 15% 79% 1% 6% 12% 41% 17% 19%
TOTAL ASSETS 2008
TOTAL EQUITY AND LIABILITIES 2008
1% 1% 20% 74 % 1%
5% 15% 19%
Property, plant and equipment and prepaid land lease payment Land held for property development, development properties and property development costs Investment in associates, joint ventures and others Inventories Receivables Goodwill Deposits and cash and bank balances Others
Shareholders equity Minority interests Borrowings Income tax liabilities Payables Provisions and others
STATEmENT OF vAluE ADDED & DISTRIbuTION

35 IN RM' 000 VALUE ADDED: 2007 2008
Revenue Purchase of goods and services Value added by the Group Other income Share of result of associates and joint ventures
Total value added available for distribution
DISTRIBUTION:
1,871,548 (1,424,276) 447,272 30,634 1,869

479,775
511,647 (423,727) 87,920 2,678 11,208

101,806
To employees salaries and other staff costs To government income tax To provider of capital finance costs Retained for future reinvestment & growth depreciation & amortisation retained profits minority interest
Total distributed
RECONCILIATION:
20,180 (72,464) 594 1,722 529,128 615

479,775
17,562 631 6,367 2,177 74,189 880

101,806
Profit for the year Add : Depreciation & amortisation Finance costs Staff costs Income tax
Total value added
529,743 1,722 594 20,180 (72,464)

479,775
75,069 2,177 6,367 17,562 631

101,806
EmPlOyEES & PRODuCTIvITy

36 EMPLOYEES ETHNIC COMPOSITION EMPLOYEES BY CLASSIFICATION as at 24 March 2009
Bumiputera Chinese Indian Others
336 21 4 1 362
Management UE5 & above Executive UE1 - UE4 Non Executive NE1 NT8
63 176 123 362
EMPLOYEES ETHNIC COMPOSITION
EMPLOYEES BY CLASSIFICATION
MANAGEMENT (UE5 & ABOVE) 17% BUMIPUTERA 93% CHINESE 6% INDIAN 1% OTHERS 0% NON EXECUTIVE (NE1 NT8) 34% EXECUTIVE (UE1 UE4) 49%
SHARE PRICE & vOlumE TRADED

50000000 0.8 600 1000 WEEKLY VOLUME TRADED & HIGHEST-LOWEST SHARE PRICE VOLUME 0.7 WEEK 500 MILLION SHARES TRADED SHARE PRICE HIGHEST (RM) LOWEST (RM) 37
21/11/08
800
31,139,900 14,155,000 3,906,400 7,161,600 5,181,900 1,511,200 3,895,700 18,389,200 45,510,300 11,409,900 13,147,900 13,374,700 21,126,300 9,346,600 4,674,900 4,445,300 10,080,900
0.66 0.595 0.525 0.55 0.585 0.545 0.575 0.715 0.9 0.77 0.76 0.755 0.775 0.775 0.76 0.72 0.745
0.585 0.56 0.51 0.525 0.56 0.53 0.535 0.675 0.79 0.74 0.74 0.725 0.72 0.745 0.74 0.705 0.7
40000000
28/11/08 5/12/08 12/12/08 19/12/08 26/12/08 2/1/09 9/1/09
0.6
0.5
400
600
30000000
16/1/09 23/1/09 30/1/09
300
0.4
6/2/09 13/2/09 20/2/09 27/2/09 6/3/09 11/3/09
20000000
0.3
VOLUME TRADED (MILLION SHARES) 0 10000000
200
SHARE PRICE (RM)
0 200 KUALA LUMPUR COMPOSITE INDEX
0.2
0 100 KLCI PROPERTIES INDEX
0.1
400
WEEKLY VOLUME TRADED SHARE PRICE KLCI PROPERTIES INDEX KUALA LUMPUR COMPOSITE INDEX
21/11/08
28/11/08
2/1/09
9/1/09
16/1/09
23/1/09
30/1/09
12/12/08
19/12/08
20/2/09
5/12/08
6/2/09
13/2/09
27/2/09
6/3/09
26/12/08
11/3/09
Being a fairly large and established corporation, we have made ourselves nimble on our feet in embracing change and its many effects. This has seen us through a major restructuring of our operations, with minimum friction and maximum results.
Horizon Hills Golf and Country Club
Puteri Harbour
RESHAPING OuR buSINESS
BOARD OF DiRectORs
40
FROM LEFT
MD ALI MD DEWAL DATO AHMAD PARDAS SENIN WAN ABDULLAH WAN IBRAHIM TAN SRI DR AHMAD TAJUDDIN ALI ABDUL KADIR MD KASSIM OH KIM SUN DATO IKMAL HIJAZ HASHIM
NOT IN PICTURE
OMAR SIDDIq AMIN NOER RASHID
PROFiLe OF DiRectORs
TAN SRI DR AHMAD TAJUDDIN ALI WAN ABDULLAH WAN IBRAHIM 41
Aged 60 Chairman
Aged 51 Managing Director/Chief Executive Officer
Tan Sri Dr Ahmad Tajuddin Ali was appointed to the Board on 15 September 2008 as a nominee of UEM Group Berhad (UEM Group). He was appointed as the Chairman of UEM Group on 1 April 2007. He was previously the Director-General of SIRIM, the Chairman and Chief Executive of Tenaga Nasional Berhad, Chairman of Zelan Berhad, Tricubes Berhad, Opus Group Berhad, Opus International Limited and Sime Engineering Services Berhad. He is currently the Chairman of Malaysian Oxygen Berhad and also sits on the boards of Sime Darby Berhad, Bangi Golf Berhad and several other private limited companies. He is a Registered Professional Engineer with the Board of Engineers, a Fellow of the Institution of Engineers Malaysia and a Foundation Fellow of the Academy of Science, Malaysia. He is the Chairman of the Malaysian Standards and Accreditation Council, a member of the Governing Council of the International Organisation for Standardisation (ISO), Geneva and a member of the Governing Council for the Federation of Malaysian Manufacturers. He holds a B.Sc (Engineering) First Class Honours from Kings College, University of London in 1973, and a Ph.D. in Nuclear Engineering from Queen Mary College, University of London in 1977. He is a graduate of Harvard Business Schools Advanced Management Programme and was conferred the Honorary Doctor of Science from Universiti Putra Malaysia in 2000 and in 2008 he was conferred the Honorary Doctor of Engineering degree by Universiti Tenaga Nasional (UNITEN). Tan Sri Tajuddin attended all four of the Board meetings held for the financial year ended 31 December 2008, since his appointment to the Board.
Wan Abdullah Wan Ibrahim was appointed to the Board on 15 September 2008. He is also a member of the Board Development Committee. He joined UEM Land Berhad (UEM Land) on 1 January 2006 as the Managing Director. Prior to joining UEM Land, he was the Group Chief Executive Officer of United Malayan Land Bhd, a property company listed on Bursa Securities. From 1996 to 2004, he was with Kumpulan Guthrie Berhad, where his last position held was the Director of Property Division. In that capacity, he was tasked to lead the property development activities of the group, which covers three listed companies namely, Kumpulan Guthrie Berhad, Highlands & Lowlands Berhad and Guthrie Ropel Berhad. He was also responsible for the conceptualisation and submission of plans for the Guthrie Corridor Planned Communities that covered an area of 11,650 acres linked and accessed by the Guthrie Corridor Expressway. Prior to this, he spent 10 years with the Emkay Group of companies, whose core activity was property development, and has held several positions including Group Executive Director. He holds a degree in Business Administration (majoring in Accounting) from the Bolton Institute of Technology, United Kingdom. Wan Abdullah attended all four of the Board meetings held for the financial year ended 31 December 2008, since his appointment to the Board.
PROFiLe OF DiRectORs
42
DATO AHMAD PARDAS SENIN
ABDUL KADIR MD KASSIM
Aged 56 Non-Independent Non-Executive Director
Dato Ahmad Pardas Senin was appointed to the Board on 15 September 2008. He is also a member of the Nominations & Remuneration Committee and Board Development Committee. He currently holds directorships in UEM Group Berhad, Pharmaniaga Berhad and Universiti Teknologi Mara (UiTM) and is Chairman of The Malaysian Directors Academy (MINDA). He is also the Deputy Chairman of PLUS Expressways Berhad. Dato Ahmad Pardas is a Fellow of The Chartered Institute of Management Accountants (FCMA), a Chartered Member of the Malaysian Institute of Accountants (MIA), a Member of the Institute of Internal Auditors, Inc. and a Member of the Financial Reporting Foundation (FRF). He has been with the UEM Group for more than 17 years since 1992. During this period, Dato Ahmad Pardas has served in various other positions in the UEM Group including as the Group Managing Director of Renong Berhad, Managing Director of TIME Engineering Berhad, Executive Director/Chief Executive Officer of TIME dotCom Berhad, Managing Director of EPE Power Corporation Berhad (now renamed Ranhill Power Berhad), Executive Director and Chief Executive Officer of Silterra Malaysia Sdn Bhd and Managing Director/ Chief Executive Officer of UEM World Berhad. He has also served on the boards of UEM Builders Berhad, Opus Group Berhad, Projek Lebuhraya Utara-Selatan Berhad, Faber Group Berhad, The Malaysian Industry-Government Group for High Technology (MIGHT) and Costain Group Plc. Prior to joining the UEM Group, Dato Ahmad Pardas had more than 17 years service with British-American Tobacco Group. Dato Ahmad Pardas attended all four of the Board meetings held for the financial year ended 31 December 2008, since his appointment to the Board.
Abdul Kadir Md Kassim was appointed to the Board on 15 September 2008. He is the Chairman of the Board Tender Committee and a member of the Audit Committee. He is also a Director of UEM Group, Proton Holdings Berhad, Suria Capital Holdings Berhad, TIME dotCom Berhad, Sino Hua-An International Berhad, Petroliam Nasional Berhad and Chairman of the Committee of Labuan International Financial Exchange Inc. He is currently the managing partner of Messrs Kadir, Andri & Partners and has previously worked in the Judicial and Legal Service between 1966 and 1973. He holds a Bachelor of Law degree from the University of Singapore. Abdul Kadir attended all four of the Board meetings held for the financial year ended 31 December 2008, since his appointment to the Board.
MD ALI MD DEWAL
Aged 68 Senior Independent Non-Executive Director
Md Ali Md Dewal was appointed to the Board on 15 September 2008. He is the Chairman of the Nominations & Remuneration Committee and Board Development Committee and is a member of the Audit Committee and Board Tender Committee. He is currently the Chairman of Madon Sdn Bhd, and sits on the Boards of Institut Jantung Negara Sdn Bhd, Valuecap Sdn Bhd, Proton Edar Sdn Bhd, Proton Cars (UK) Limited and several other private limited companies. He holds a Master of Business Administration Degree from Tulane University, New Orleans, United States. Md Ali attended all four of the Board meetings held for the financial year ended 31 December 2008, since his appointment to the Board.
OH KIM SUN
OMAR SIDDIq AMIN NOER RASHID
43
Aged 60 Independent Non-Executive Director
Oh Kim Sun was appointed to the Board on 15 September 2008. He is the Chairman of the Audit Committee and a member of the Nominations & Remuneration Committee and the Board Tender Committee. He is also a Director of Pharmaniaga Berhad, Faber Group Berhad, Nikko Electronics Berhad and IMPAX Laboratories Inc, a company listed on the NASDAQ. He has previously worked as Group Executive Director of Chemical Company of Malaysia Berhad, Finance Director of Taiko Plantations Sdn Bhd, Financial Controller of ICI Malaysia and Finance Manager (Secondment) of ICI Headquarters in London. He is an accountant by training and is a member of the Malaysian Institute of Certified Public Accountants. Oh attended all four of the Board meetings held for the financial year ended 31 December 2008, since his appointment to the Board.
DATO IKMAL HIJAZ HASHIM
Omar Siddiq Amin Noer Rashid was appointed to the Board on 1 April 2009. He currently holds the post of Director, Investments at Khazanah Nasional Berhad. He was previously a Director in Investment Banking at CIMB Investment Bank Berhad. Prior to that, he was an Executive Director in the Corporate Finance Practice of PricewaterhouseCoopers in Kuala Lumpur. He joined the firm in London in 1996 before moving to Kuala Lumpur in 2001. Omar holds a BSc (Econ) from the London School of Economics and Political Science, London (1996). He is also an Associate member of the Institute of Chartered Accountants of England & Wales since 1999 and a CFA charter holder as awarded by the CFA Institute since 2002.
Aged 56 Independent Non-Executive Director
Dato Ikmal Hijaz Hashim was appointed to the Board on 1 March 2009. He sits on the Audit Committee, Board Development Committee and Board Tender Committee. He was previously the Chief Executive Officer of Iskandar Regional Development Authority (IRDA) from February 2007 until end of February 2009. Prior to his appointment to IRDA, Dato Ikmal joined Pos Malaysia Berhad and his last position was the Group Managing Director/Chief Executive Officer. Dato Ikmal began his career by serving in the Administrative and Diplomatic Service of the Government from 1976 to 1990. He then joined United Engineers (Malaysia) Berhad as the General Manager of the Malaysian-Singapore Second Crossing Project. On 1 January 1993, Dato Ikmal became the Chief Operating Officer of Projek Lebuhraya Utara-Selatan Berhad and subsequently as its Managing Director in 1999 and remained as a Director until November 2001. Dato Ikmal was appointed as the Managing Director of Prolink Development Sdn Bhd (Prolink) (now known as Bandar Nusajaya Development Sdn Bhd) and Acting Chairman of the Supervisory Board, Property Division of Renong Group in July 1999. In February 2000, Dato Ikmal was appointed President of the Property Division of the Renong Group while maintaining his position as Managing Director of Prolink. He held the position of Managing Director at Renong Berhad from 2002 until October 2003. Dato Ikmal holds a Master of Philosophy (Land Management) from University of Reading, United Kingdom, and Bachelor of Arts (Honours) from Universiti Malaya.
None of the Directors has:
Any family relationship with any Director and/ or major shareholder of UEM Land Holdings. Any conflict of interest with UEM Land Holdings. Any conviction for offences within the past 10 years other than traffic offences, if any.
All the Directors are Malaysians.
seniOR mAnAgement
44
TAN HWEE THIAN

JOINT COMPANY SECRETARY
SITTING FROM LEFT
STANDING FROM LEFT
ZAMRy IBRAHIM KARIMAH TAN ABDULLAH ZAMANI KASIM MAHMUD DATO DR HJ ABBAS RAZMAN RADZI TENgKU AZAHARI TENgKU AZIB
MOHD NOR AZAM MOHD SALLEH

JOINT COMPANY SECRETARY
MOHD ZAKIR OMAR JOHAN RAMLI RUSLI ZAINAL ABIDIN MOHD AUZIR MOHD TAHIR SAIfUL ANUAR ABD gHANI SUHAIRI RAMLy MOHD ZAHID DASAHI ZULKIfLI TAHMALI yUSOf TAHMALI
NOT IN PICTURE
ADNAN AZHAR ISMAIL
PROFiLe OF seniOR mAnAgement

ZULKIfLI TAHMALI yUSOf TAHMALI MOHD ZAKIR OMAR
Director, Strategic Marketing, Corporate Communication & Property Investments
Director, Finance & Corporate Affairs
Zulkifli Tahmali Yusof Tahmali joined UEM Land Berhad (UEM Land) in 2006. He started his career in the United States as an Architect with Westfield Inc, an Australian shopping centre owner and developer from September 1987 to September 1991. Upon his return to Malaysia, he served Perunding Alam Bina Sdn Bhd as a Senior Architect, Metacorp Berhad as a Senior Manager, Golden Hope Development Sdn Bhd as a General Manager and Budaya Hikmat Sdn Bhd as a Project Director. The last position held before joining UEM Land was Director, Operations at United Malayan Land from April 2005 to June 2006. He holds a Master of Business Administration (Finance) from Universiti Putra Malaysia (2002) and a Bachelor of Architecture degree from the University of Southwestern Louisiana (currently known as University of Louisiana at Lafayette), United States where he graduated in 1987. He is a Licensed Architect in the State of Connecticut, United States since 1991 and a registered Professional Architect in Malaysia since 1995.
Mohd Zakir Omar joined UEM Land in 2003. Prior to joining UEM Land, he was with Faber Group Berhad from 2000 to 2003 with the last position as Senior Manager, Business Development. He has previously worked for Business Focus Group as an Accountant and subsequently as Head of Finance from 1997 to 2000 and for Deloitte Touche Tohmatsu from 1994 to 1997. He has been a Fellow Member of the Association of Chartered Certified Accountants and a Chartered Accountant with the Malaysian Institute of Accountants since 1998. He holds a BA(Hons) Combined Studies, Accounting and Law from DeMontfort University, Leicester, England where he graduated in 1993.
MAHMUD DATO DR HJ ABBAS
Executive Director at Markas Sdn Bhd and General Manager, Development at ENSTEK Sdn Bhd, before he joined MAA Alliance Sdn Bhd in 2002 as Managing/Project Director. Mahmud Abbas has a Sloan Fellowship from the London Business School and is a Member of the Chartered Institute of Building, United Kingdom.
MOHD AUZIR MOHD TAHIR
been a member of the Malaysian Institute of Accountants since 1995. He holds a degree in Accountancy from Universiti Teknologi Mara where he graduated in 1992. He has been involved in managing and monitoring various property investments for UEM Land.
TENgKU AZAHARI TENgKU AZIB
45
General Manager, Cost Management & Control
CEO, Cahaya Jauhar Sdn Bhd
Project Director, Central Region
Mahmud Dato Dr Hj Abbas joined UEM Land in 2009 with almost 27 years of experience in Development, Construction and Project Management. He started his career as a Project Engineer at Lend Lease (M) Sdn Bhd, an Australian Project Management company in 1982, after graduating from Brighton University with a degree in Building the same year. He joined the PERNAS Group of companies in 1983 and held several management positions in the group until his departure in 1996. His last position with Pernas was General Manager and Director of its subsidiary, Perspec Prime (M) Sdn Bhd. After that, he worked as
Mohd Auzir Mohd Tahir joined the UEM Group in 1988, rising to his current position in January 2005. He has previously worked for various companies within the UEM Group, including Pengurusan Lebuhraya Berhad, Renong Overseas Corporation Sdn Bhd, Rocpoint (Pty) Limited, Bandar Nusajaya Development Sdn Bhd (BND) and UEM Land. He holds a degree in Civil Engineering from the University of Wales, United Kingdom where he graduated in 1982 and he has more than 25 years experience in project management and property development.
MOHD ZAHID DASAHI
General Manager, Risk Management, Transformation & Investment
Mohd Zahid Dasahi joined UEM Land in 1996, where he held several positions prior to his current appointment. He has previously worked for PricewaterhouseCoopers in their Audit and Business Advisory Division from 1992 to 1995. He is a Fellow Certified Practicing Accountant of Australia and also a Chartered Accountant with the Malaysian Institute of Accountants. He has
Tengku Azahari Tengku Azib joined UEM Land in 2007. He began his career in 1989 with McBride and Son Corporation, Missouri, United States. Since then, he has held positions as Assistant General Manager for the Project Implementation Division of Syarikat Perumahan Negara Berhad from 2004 to 2007, Project Planning and Product Manager for Negara Properties (M) Berhad from 2002 to 2004, Head of the Project Management Department for Permodalan Nasional Berhad from 1995 to 2000 and Project Manager for Panelex Sdn Bhd from 1991 to 1995. He holds a Masters in Construction Management from Washington University, St. Louis, Missouri, United States where he graduated in 1 990 and a degree in Construction Technology from California State University, Fresno, United States where he graduated in 1987. He has extensive experience in project management, design development, procurement, project site administration, cost control and construction works.
PROFiLe OF seniOR mAnAgement
46
RAZMAN RADZI
SUHAIRI RAMLy
JOHAN RAMLI
General Manager, Human Resource & Administration
General Manager, Direct Development
General Manager, Southern Industrial & Logistics Clusters
Razman Radzi joined UEM Land in 2007. He previously worked for Sarawak Shell Berhad, Goodyear Malaysia Berhad, Linatex Rubber Products Sdn Bhd (formerly known as Harisons & Crossfields), Island & Peninsular Berhad, Malaysia Mining Corporation Berhad, Kumpulan Guthrie Berhad and Affin Bank Berhad. He holds a degree in Business Administration from International Islamic University where he graduated in 1989 and a diploma in Personnel Management from Malaysian Institute of Personnel Management where he graduated in 1994. He has more than 19 years of experience in Human Resources management and development, both at the operational and strategic levels.
RUSLI ZAINAL ABIDIN
Suhairi Ramly joined UEM Land in 2006, bringing with him more than 18 years of working experience in the property development and construction sector. He began his career with development and construction conglomerates such as The Lion Group, Encorp Group Berhad and AlBukhary Foundation. He has extensive experience in the various aspects of project and construction management, as well as marketing. His involvement in the property and construction sector in major development projects include Horizon Hills in Nusajaya, Cahaya Alam in Shah Alam, Menara Citibank in Jalan Ampang and Bandar Bukit Mahkota in Bangi. He holds a BSc(Hons) Construction Management from the University of Westminster, United Kingdom.
ZAMANI KASIM
Johan Ramli joined UEM Land in 2006. He previously worked with the Property Division of Arab-Malaysian Development Berhad for 15 years and was in the quantity surveying practice at Juru Ukur Bahan Malaysia, for seven years. He holds a degree in Quantity Surveying from University of Reading, United Kingdom where he graduated in 1981.
SAIfUL ANUAR ABD gHANI
General Manager, Special Projects
General Manager, Township & Infrastructure Planning Bandar Nusajaya Development
Rusli Zainal Abidin joined UEM Group in 1995 as a Senior Manager for BND and left in 1998 to join Puncak Niaga Berhad. He rejoined BND in 2000 as the General Manager of the Township & Infrastructure Planning Department. He has previously worked at Erinco Sdn Bhd as a Senior Engineer from 1991 to 1995, Assistant Resident Manager for AngkasaGhd Engineers in 1991 and Project Engineer for Antah Biwater Joint Venture from 1987 to 1991. He holds a degree in Civil Engineering from HerriotWatt University, Edinburgh, Scotland where he graduated in 1985 and a Masters in Construction Management from the same university where he graduated in 1987.
General Manager, Waterfront Development
Zamani Kasim joined UEM Land in 2006. He previously worked for Seloga Holdings Bhd and Seloga Engineering Sdn Bhd from 2004 to 2006. He was the General Manager for the AlBukhary group from 2002 to 2004, a Project Director for Azrahi Project Management Sdn Bhd from 1997 to 2001, and a Director for Definite Spectrum Sdn Bhd from 1996 to 1997. He has also held key positions in various other companies such as Koperasi Belia Nasional Berhad, Trimula Development Sdn Bhd and Arab-Malaysian Development Berhad. He holds a degree in Housing, Building and Planning from Universiti Sains Malaysia where he graduated in 1978. He has more than 30 years of experience in construction and property development.
Saiful Anuar Abd Ghani joined UEM Land in 2007. He is a Professional Architect registered with Lembaga Arkitek Malaysia, a Corporate Member of Malaysian Institute of Architects, a Corporate Member of Malaysian Institute of Interior Designers and a Member of the National Institute in the Alternative Dispute Resolution, Malaysian Institute of Arbitrators. He holds a degree in Architectural Studies from University of Nebraska, Lincoln, United States and Masters in Architecture from the Washington University-St. Louis, United States. He possesses more than 18 years of experience in various building industries, ranging from inception of the layout to overseeing the total operations of development.
ADNAN AZHAR ISMAIL
ZAMRy IBRAHIM
General Manager, Leisure & Lifestyle
General Manager, Strategic Marketing
MOHD NOR AZAM MOHD SALLEH
47
Joint Company Secretary
Adnan Azhar Ismail joined UEM Land in 2000. He was previously a General Manager of Strategic Planning for Kedah Cement Holdings Bhd and for Esso Production Malaysia Inc where he worked as an analyst in the materials department and later the information systems department. He holds an International Baccalaureate Diploma from the United World College of the Atlantic, United Kingdom which he received in 1980. He holds a degree in Civil Engineering from University of Wales, United Kingdom where he graduated in 1984 and a Masters in Business Administration from the University of Miami, Florida, United States where he graduated in 1985.
KARIMAH TAN ABDULLAH
Zamry Ibrahim joined UEM Land in 2006. He has more than 17 years of experience in property marketing and sales and was previously attached to United Malayan Land Bhd, Malaysian Industrial Estates Bhd, Negara Properties (M) Berhad, the Encorp Group and the AlBukhary group. He possesses a degree in Business Administration in Finance from Wilkes University Pennsylvania, United States where he graduated in 1990 and a Masters in Business Administration in Finance from University of Lehigh, Pennsylvania, United States where he graduated in 1991.
TAN HWEE THIAN
Mohd Nor Azam Mohd Salleh joined UEM Group in 2001 as the Company Secretary of BND and subsequently as the Joint Company Secretary of UEM Land and other companies within the Group. He started his career with Signet & Co, the secretarial arm of Ernst & Young, and subsequently with Permodalan Nasional Berhad. He is a member of the Institute of Chartered Secretaries & Administrators, United Kingdom. Presently, he is a Manager at the Legal & Secretarial of UEM Group Management.
Joint Company Secretary
General Manager, Corporate Communication
Karimah Tan Abdullah joined UEM Land in 2007. She has been with the UEM Group since September 1995 and has held various positions within the UEM Group, including Vice President of Corporate Communication at TIME dotCom Berhad in 2001. Before joining UEM Group, Karimah was in the advertising industry where she worked in various local and international agencies including KHK Needham, Wings BBDO and AMC Advertising. Her last position in the advertising industry was that of Account Director at Limkokwing Integrated Sdn Bhd. She graduated with an Honours degree in Science from National University of Singapore and holds a Diploma in Education from the same university.
Tan Hwee Thian is the Director, Legal & Secretarial of UEM Group Management Sdn Bhd (UEM Group Management) and the Joint Company Secretary of the Company. He is also the Joint Company Secretary of UEM Group, PLUS Expressways Berhad and other companies in UEM Group. He is a Fellow of the Association of Chartered Certified Accountants, United Kingdom, a member of the Institute of Chartered Secretaries & Administrators, United Kingdom and a Chartered Member of the Malaysian Institute of Accountants (MIA).
mD/ceO OPeRAtiOns Review

48 WE WILL cONTINUE TO TRANSLATE OUR VISION INTO AcTION
It all began with a vision. A vision to build Nusajaya, a model regional city powered by the diversity of its developments and drawing together the best in practices, standards and human capital. Much has happened on the ground in the last three years to realise our objective for Nusajaya, the regional city, to come alive in 2011. Phase 1 of the Johor State New Administrative Centre (JSNAC) has been completed and the state government began operations in the new premises in Q1 of 2009. At Puteri Harbour, our 688-acre waterfront development, earthworks which commenced in 2006 has progressed at a rapid pace. With the completion of the Clubhouse, promenade and public marina ahead of schedule, Puteri Harbour opened its channel for the first yacht to sail in on 15 January 2009. Phase 1 of our managed industrial park, SiLC, catering to clean and green industries, commenced in 2006 and today it is close to 60% taken up. We launched various phases of our residences in Horizon Hills, a 50:50 joint venture with Gamuda Berhad, Nusa Idaman and East Ledang in the last three years, and all were well taken up. It has been a good year for UEM Land Holdings Berhad (UEM Land Holdings or the Company) with a number of highlights that topped off a set of positive financial results for the year ended 2008 (FY2008) despite the meltdown in the global financial markets. After stripping away the effects from the one-off land sale to Khazanah Nasional Berhad (Khazanah) in 2007, UEM Land Holdings turned in a set of commendable results, increasing revenue by 16% to RM511.6 million (FY2007: RM441.1 million ex-Khazanah land sale) and profit after tax by 46% to RM75.1 million (FY2007: RM51.5 million ex-Khazanah land sale). Revenue from property development improved by 10.7% to RM423.8 million driven by contribution from sales in Puteri Harbour, Southern Industrial and Logistics Clusters (SiLC), East Ledang and Nusa Idaman, with the balance revenue of RM81.5 million arising from strategic land sales, and RM6.3 million from harvesting and land leasing activities. Total operating expenses for the period fell by 37% to RM62 million and total Shareholders Funds as at 31 December 2008, stood at RM1,250.2 million. Phase 1 land parcels covering 36 acres in Afiat Healthpark are now ready for development by healthcare operators with the completion of the secondary infrastructure work. The first operator, Columbia Asia Sdn Bhd has started construction of its hospital, slated to be completed in 2010. The KM19.1 Interchange, currently under construction, will benefit both Nusa Idaman and Afiat Healthpark with the additional access once completed. In the forthcoming year, we will persist with our efforts to build and maintain a dominant presence in our key markets by building additional growth platforms through successful launches, land acquisitions and strategic collaborations.
WE WILL cOLLABORATE TO AcHIEVE SUccESS
Collaboration is the key to business success and it is a business strategy that we have adopted. At UEM Land Holdings, we wholeheartedly embrace the concept of working together with collaborative partners for mutual benefit. By seeking out the right collaborative partners, who have the expertise, skills, market reach, reputation and a host of other attributes, it helps us stay ahead of the curve and gain competitive advantage.
In the last two years, we have successfully engaged in collaborations with both international and local partners that help drive our strategic initiatives and catalyse the progress of our developments. We have collaborated with local partners:
WE WILL SEEK OUT STRATEgIc PARTNERSHIPS TO LEAP fROg OUR DEVELOPMENT
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Iskandar Regional Development Authority, Iskandar Investment Berhad and Danga Bay on marketing initiatives overseas to put Iskandar Malaysia on the radar of international investors; Universiti Kebangsaan Malaysia to develop a Nusajaya Environment Masterplan; Telekom Malaysia Bhd and TT dotCom Sdn Bhd to create a multi-telco environment; Gamuda Berhad and United Malayan Land for various developments;
To achieve our mission for Nusajaya to come alive by 2011 we believe that one of the underlying formulae for success in building this city is collaboration with multiple world-class developers for concurrent development, an approach we have adopted since 2007. We have executed strategic partnerships with international developers Limitless LLC of Dubai, Damac Properties and local developers Gamuda Berhad and United Malayan Land Bhd; and will continue to seek out strategic partnerships to realise our vision.
WE WILL DRIVE OUR OPERATIONAL ExcELLENcE TO ITS PINNAcLE THROUgH VARIOUS INITIATIVES
and international partners:
General Electric on Safety & Security, Infrastructure and Environment; and Limitless and DAMAC Properties for the various developments in Puteri Harbour.
With the roll out of our Culture of Excellence program to all Group staff, we aim to inculcate and sustain operational excellence and productivity throughout the entire operational chain in order to drive the Groups financial performance in difficult times. We will strengthen internal processes by adopting the worlds best practices and we remain committed to empowering our people with knowledge and skills through various training programs in Construction Quality Assessment (CONQUAS), Quality Management Systems, Environment Management Systems, and others. By developing and fostering a collaborative culture of trust, empowerment and excellence, UEM Land Holdings will be able to attract and retain the best in a diversity of talents.
WE WILL MAINTAIN OUR AggRESSIVE MARKETINg Of NUSAJAyA DEVELOPMENTS AND cONTINUE TO DRIVE cUSTOMER ExPERIENcE
WE WILL DIffERENTIATE NUSAJAyA THROUgH STRATEgIc INITIATIVES
At UEM Land Holdings, we have identified four key areas that will not only set us apart from other cities which have evolved organically but will thrust us into the global arena. As Nusajaya is a relatively green field, we have the opportunity to do it right the first time especially where infrastructure is concerned: 1. The Nusajaya Intelligent City Management Platform an integrated business platform where data and information are derived from city management systems and used to enhance the management of the city and provide services to the Nusajaya community and its visitors; Safety & Security where a comprehensive Security Masterplan will be systematically implemented throughout Nusajaya on a philosophy that hinges on the integration of three controls: planning & design, technology and management; Eco-Nusajaya - where our environment policy will ensure sustainable development of Nusajaya through the effective planning and management of water, energy, waste and environment conservation;
2.
To add impetus to our marketing and branding efforts, we initiated a customer relationship management (CRM) project in 2008 with the goal of optimising overall experience, satisfaction and perception of our brands, Nusajaya The World In One City, Puteri Harbour Luxurys New Attitude, UEM Land Master Developer of Nusajaya and Nusajaya - The Key Driver of Iskandar Malaysia . We will maintain our strong momentum from project conceptualisation to implementation of our strategic marketing initiatives, leverage on our existing operations to deliver organic growth and use our core strengths and experience to pursue new businesses, to contribute to our revenue growth.
WE WILL PROcEED WITH ExTRA cAUTION AND PRUDENcE TO ENSURE cREATION Of LONg TERM SHAREHOLDER VALUE
3.
And last but not least, 4. Telecommunications where our aim is to ensure world class communication services in a multi-telco environment.
All these strategic initiatives are under planning and at various stages of execution.
The Risk Management Committee regularly reviews the risk return profile of our investments to ensure that for every investment undertaken, the potential returns commensurate with the risks undertaken so as to create value for our shareholders on a risk adjusted basis.
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In view of the risks arising from the continued global economic uncertainties, we expect a challenging business environment for the forthcoming financial year. We will improve as well as practise extra prudence in the management of our financial and human resources, whilst driving operational excellence to achieve greater efficiency through upgrading our processes and systems like Quality Management, Environment Management and Occupational Safety and Health.
THE ONgOINg cATALyTIc AND INfRASTRUcTURE DEVELOPMENT IN ISKANDAR MALAySIA cOMPLEMENT OUR INITIATIVES
OUR PROJEcTS UPcLOSE
Johor State New Administrative Centre (JSNAC) JSNAC is being developed by Cahaya Jauhar Sdn Bhd (CJSB), a 60:40 joint venture between UEM Land Berhad (UEM Land) and the Johor State Government, on 320 acres of land. JSNAC will bring both the State and Federal Government offices together in one area, a move which will contribute substantially to efficiencies in the workings of both the State and Federal Government.
Given that Iskandar Malaysia is a priority project for the Government and will be one of the beneficiaries of the recent RM60 billion stimulus package, we are confident that Nusajaya will be able to capitalise on the growth potential of Iskandar Malaysia and remain an attractive investment proposition. Moreover, we can expect spill over benefits from concurrent development of catalytic projects like Legoland Theme Park, Educity and Medini as well as the Johor Bahru Nusajaya Coastal Highway, which is currently under construction, that will further enhance the investment value of Nusajaya.
gREAT DIffIcULTIES ARE KNOWN TO HAVE INSPIRED gREAT INNOVATIONS
Phase 1of JSNAC comprises the Dewan Negeri Johor, the Menteri Besar and State Secretary Office Complex, two clusters of State Government Department complexes and an open plaza Dataran Mahkota. Phase 1, which is fully funded by the Johor State Government, has been completed. Phase 2A involves the development of a mosque next to the Dewan Negeri Johor, with a total capacity of 6,000 jemaah. Other facilities include a mini library, counselling room, seminar room, mini clinic and dialysis centre. The earthwork and piling works have been completed and the mosque is scheduled to be completed in 2010. Phase 2B comprises the development of staff quarters for the Johor State Government in three separate parcels over 136 acres. Currently construction has not started but we expect it to be fully completed by end of 2011. Phase 3 which is still pending approval from the Federal Government, will be the development of the Federal Administrative Centre consisting of four office clusters capable of accommodating 3,000 staff from 33 departments. Phase 4 involves the development of the State Government Department complex on a site fronting the Puteri Harbour lagoon. This phase is expected to commence in 2010 and complete by 2012. Phase 5 known as Laman Jauhar, is a tourism-based project that is expected to commence in 2010 and complete in 2012.
Puteri Harbour The luxurious appeal of Puteri Harbour is unrivalled in the region and will shape the future perception of luxury. UEM Land Holdings will develop Puteri Harbour into a world class integrated waterfront and marina, offering unsurpassed luxurious waterfront living, dining, entertainment, arts and culture, with panoramic views of the Straits of Johor. Puteri Harbour will be spread over 688 acres of land and will include high end residential, commercial and retail properties, resorts, hotels, a convention centre, a 76-berth public marina and a 200-berth private marina, a mega yacht berthing terminal, a clubhouse, a sales gallery and many other amenities.
The challenging environment will not detract us from our determination to act on our vision. We view this difficult period as an opportunity for us to stay ahead of the game. Hence, we will continue to push the boundaries of innovation and creativity in our entire development chain to drive our performance in 2009. A dedicated team, known as Planning & Product Development, is already in place to look into various innovations, from the use of the latest building material and technology to cutting edge designs, to create products which redefine lifestyles.
ExPANDINg OUR BUSINESS
Having translated our vision for Nusajaya, our aspiration is to expand our footprint into Klang Valley. This was realised with the acquisition of 98 acres of development-ready contiguous land in Cyberjaya on 31 December 2008. We believe that this investment comes at an opportune time given the recent completion of the Maju Expressway, a dedicated highway that directly links Kuala Lumpur to Putrajaya / Cyberjaya, which has made Cyberjaya more accessible than ever before. Whilst Nusajaya remain our key focus in the short to medium term, we will continue to look out for good opportunities to diversify geographically.
WE ARE UNDETERRED By cHALLENgES
Accordingly, we have set challenging Headline Key Performance Indicator (KPI) targets of 20% for revenue growth and 6% for return on equity for FY2009.
This project will be developed in multiple phases, with expected completion in 2020. The initial Phases 1, 2 and 3 will concentrate on creating development ready land for building construction and providing public amenities which include an inner and outer lagoon, public marina, satellite clubhouse, promenade and mega yacht berthing facilities.
The facilities completed to date include the clubhouse, public marina, hardscape and softscape at the promenade. On 15 January 2009, Puteri Harbour opened its channel to the Straits of Johor and welcomed the first yacht into its public marina. On the marketing side, we continued to gain international visibility with our participation in Boat Asia 2008 held at Keppel Marina in Singapore. We also persisted with our strategy of securing strategic development partnerships, particularly with international investors with track records in developing luxurious waterfront projects. This opportunity allows us to leverage on their branding and market reach. Since securing our first partner, Limitless LLC Holdings Pte Ltd, a business unit of Dubai World, in December 2007, we have secured two other strategic partners. In June 2008, we signed a Sale and Purchase Agreement with DAMAC Properties Malaysia Sdn Bhd, a member of the DAMAC Group of Dubai, for the purchase of 43.5 acres of commercial land in the Commercial South and Private Marina precincts for RM396.4 million, to be developed into commercial and residential properties with an estimated gross development value of RM3.8 billion. Furthermore, we entered into a Subscription and Joint Venture Agreement with United Malayan Land Bhd in October 2008 to develop residential, commercial and retail properties on 8.8 acres of land. With these strategic partnerships in place, we hope to expedite the development of Puteri Harbour and diversify our development and implementation risks. Moving forward, we also intend to develop selected components within Puteri Harbour ourselves to add to our property portfolio. This will help diversify our income stream in the future through either sale or lease of completed units.
Southern Industrial and Logistics Clusters (SiLC) SiLC will be a managed industrial park focused on the development of the value chains of integrated clean and green industrial clusters in advanced technology, logistics as well as health and nutrition. SiLCs objective is to build an industrial community comprising major production players, supporting industries, research houses, regulatory bodies and other related parties to achieve business efficiency and promote innovation.
Afiat Healthpark Spread over 68 acres, Afiat Healthpark, designed to meet the present gaps in the healthcare market and respond to increasing public demand for better health care services and facilities, will cater to three distinct areas in healthcare; modern medicine, traditional and complementary medicine and wellness. This development will include a health screening centre, private specialist clinics, outpatient clinics, a commercial village, a nursing college, a rehabilitation centre, a dialysis centre and facilities for traditional and complementary medicine.
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The estimated gross development value for the developed land parcels in Afiat Healthpark is RM92.7 million (excluding building). During the year under review, we have completed the secondary infrastructure works for Phase 1 covering 36 acres and the land is now ready for development by multiple healthcare and medical operators. In April 2008, we sold 2.7 acres of land to Columbia Asia Sdn Bhd for the development of a 80-bedded hospital. This proposed hospital development will serve as a launching platform for other initiatives.
East Ledang To be developed in seven phases, East Ledang is a gated high-end, low density, resort style residential development. Its secured, gated and guarded residential precinct covers an area of 275 acres and will comprise 861 high-end residential units while a further 90 acres have been allocated for future developments including international and private schools, a clubhouse, commercial properties and condominium units. Completion is expected in 2015. Its East meets West theme combines tropical gardens, forests, lakes and wetlands with state-of-the-art facilities, fixtures and fittings.
Phase 1, comprising 139 units, was launched in February 2008 and has a current take up rate of 75%, with a price range between RM590,000 to RM960,000 and estimated gross development value of RM88.6 million. Preparation is currently underway for the launch of Phase 2. The gross development value of this entire project is estimated at RM2.4 billion.
Horizon Hills Horizon Hills is being developed on 1,227 acres of land in Nusajaya, by Horizon Hills Development Sdn Bhd, a 50:50 joint venture between UEM Land and Gamuda Berhad. This will be executed in 12 phases and will have 12 exclusive gated precincts on completion, expected in 2020.
The earthworks and infrastructure works for Phase 1, developed over a gross land area of 300 acres, with a net saleable area of 211 acres for light and medium industries was completed in 2008. Close to 60% has been taken up by both local and international investors to date. Earthworks have started in Phase 2A which covers a gross land area of approximately 85 acres, with a net saleable area of 64 acres for light and medium industries, of which 26 acres have already been pre-sold. Infrastructure work is expected to be completed by end of 2009. The gross development value of the current phases is RM287.5 million (excluding building) while the overall value is RM901.7 million (excluding building). Under planning is the creation of a biotechnology centre of excellence and a logistics terminal precinct to further spur the growth of SiLC as a premier industrial development.
Horizon Hills is a mixed residential and golf course development with emphasis on design quality, community, amenities, healthy lifestyle and security. To date, a total of 821 property units have been launched in the Gateway Precinct, Golf Precinct and Expatriate Village and Shops. 75% of these have been sold.
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The 18-hole signature golf course and clubhouse were completed in July 2008 and the sold units in Gateway Precinct were delivered to their happy owners in February 2009. The Golf Precinct and Expatriate Village and Shops are expected to be completed by 2010. The gross development values of the Gateway Precinct, Golf Precinct and Expatriate Villages are RM34.0 million, RM74.0 million and RM20.0 million respectively, with an overall value of RM2.7 billion for the entire project.
Nusa Idaman Nusa Idaman positioned as a mid-market mixed development comprising residential and commercial units will be developed in eight phases and the entire project is expected to be completed by 2012 with a gross development value of RM776.0 million.
For Phases 1 to 4, about 387 units have been sold out of a total of 464 units launched. For Phase 5B, which is currently under construction and will be completed this year, 113 units have been launched with 72 units sold.
Ledang Heights Ledang Heights is a gated community of exclusive bungalows around a landscaped central park. It is developed on 360 acres of rolling hills with lake views. Originally sold as vacant bungalow lots with 72% sold by 2006, the company made a strategic decision at the end of 2006 to offer the remaining unsold lots as completed bungalow homes. We expect to complete the overall development of the bungalows in 2010. Blocks 20-24, Cyberjaya We are continually on the lookout for good investment opportunities to tap into growth potential locally and overseas to meet our long term strategy of diversifying the geographical location of our developments as well as our source of income. At the end of 2008, we expanded our footprint into Cyberjaya, a project which met our stringent investment criteria, with the acquisition of 98 acres of freehold site adjacent to the Central Business District of Cyberjaya.
This development will be divided into several parcels with each having a different theme and design concept. It will comprise a total of 2,865 residential units of mixed landed and high rise strata, and limited commercial components in the form of SOHO units contained in a block of high rise building and the Village Centre. There will also be a Club Village, designed as a series of pavilions scattered along the length of the stroll garden and linked by covered walkways. The entire project will take eight to 10 years to complete and the gross development value is estimated to be in excess of RM1 billion.
NOTE All figures for the projects are as at end of February 2009.
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cORPORAte ResPOnsiBiLity
54 BUILDINg IcONS By BUILDINg cOMMUNITIES, BUILDINg PEOPLE AND BUILDINg EcO-cONScIOUSNESS
Business Communication, among others. These training workshops were attended by a total of 250 participants from the Group. At the heart of our culture is the focus on excellence in leadership, innovation, quality and service which is formalized by our new structured Culture of Excellence Program. This program was implemented in the fourth quarter of 2008 covering all employees. Future phases in 2009 will be more focused on front-line employees with the objective of fostering and strengthening employee-stakeholder relations to make us more competitive and customer-centric. Efforts are being made to have this program jointly certified with UEM Academy. In support of the Groups human capital development initiatives, managers and management staff are given the opportunity to attend various modules of the leadership development program, leading to a Masters degree in Business Leadership from Northumbria University and Newcastle Business School. New recruits are also encouraged to participate as part of their long term career and skills development plan. More than 50% of our managers have enrolled and participated in this program. As part of our commitment to upgrade our employees skills and enhance their knowledge, our employees are also sent to participate in public conferences, seminars and programs conducted by UEM Academy and other conference organizers/training providers. To further strengthen our human capital, we have embarked on a Competency Assessment for five job families; Human Resource, Finance, Business Development, ICT and Corporate Communication. This exercise was launched with the aim of identifying competency gaps and development opportunities in a structured framework. The results of the Assessment will also be used for Succession Planning purposes and long term development of our human capital. Recognising that employee engagement is key to driving the Group ahead, we constantly seek innovative ways to improve employee communication, staff bonding and teamwork. With this in mind, a collaborative effort between Human Resource, Corporate Communication and ICT resulted in the launch of the Companys employee web portal which created new communication channels between employees, by encouraging postings and feedbacks. Project updates, company news and events, as well as announcements on new employees, marriages and employee welfare matters are posted on this portal to keep all employees apprised. At the same time, various employee activities like weekly aerobic classes, zapin dancing classes and monthly religious talks were held throughout the year to reinforce our teambuilding initiatives, and contribute to developing a healthy workforce with balanced work life. Events such as the Staff & Family BBQ Nite at Puteri Harbour in December 2008 further engages employees by recognising their contributions towards organisational objectives and appreciating their respective families. The Group also promotes employee welfare through contributions towards marriages, births and bereavements. In the area of recruitment, we are an equal opportunity employer, offering employment entirely based on merit, without any bias towards gender or personal background. Our current workforce comprises 59% male employees and 41% female employees. We believe that
OUR CORPORATE RESPONSIBILITY The focus on leadership, quality, innovation, eco-consciousness, community building, workplace safety and health, as well as service excellence is the heart of our corporate responsibility.
We believe that our human capital is the driving force behind our success and the key building block in our aspiration to become a world class entrepreneurial, profitable and sustainable property company reputed for innovative and quality real estate products and services. Our employees welfare, safety and health are hence of paramount importance to us and we ensure their well being by observing strict Safety and Health standards in our workplace. The Group is also constantly aware of our duty to empower our people with skills and knowledge to achieve a quality, motivated and dedicated workforce which not only sharpens the Groups competitive advantage, but has a positive impact on our workplace, customer relations, business partnerships and the communities in which we have a presence. Also, recognising the need for sustainable business practices, we embrace international standards of quality and environment management systems by implementing stringent site controls and adopting cleaner building technology to mitigate any impact our projects may have on the environment. Simultaneously, our drive towards being a more customer focused organisation is manifested through the development of our Customer Relationship Management (CRM) system, designed to help us understand our customers and meeting their expectations better, ultimately enhancing our customers experience with our brand. Our desire to play a positive role in the community has spurred us to initiate and support an extensive range of programs in aid of youth education, community welfare and development as well as the environment.
EMPOWERINg OUR PEOPLE WITH KNOWLEDgE TO PARTIcIPATE IN BUILDINg A PROSPEROUS AND LASTINg ORgANISATION
HUMAN CAPITAL DEVELOPMENT We believe that our people are our most valuable resource and the cornerstone of our success. Human Capital Development is an integral part of our corporate culture and is essential for building our organisational capabilities and sharpening our competitive advantage.
To empower our people with knowledge and improve their functional skills, which ultimately will have a positive impact on them as well as the company, our business partners and the community, training remains a top priority. In 2008, on top of external training, we implemented 10 in-house training programs on a wide range of business competencies, from leadership development to English language competency. This translated to an average of one in-house training program a month and an average of 2.16 training man-days in 2008. Throughout the year, we carried out training workshops on Construction Quality and Assessment System (CONQUAS), First Aid & CPR, Key Performance Indicators (KPI), seven Quality Control (QC) Tools and English for
employees with the best talent will help us propel our business to greater heights of achievement. The same merit principle also applies to the issue of promotion. With our Performance Management System in place, deserving employees with proven track records of high performance over a period of three consecutive years are considered for promotions when appropriate vacancies arise. Whilst planning our future need for trained human capital, we found the opportunity to contribute to building our communities at the same time through our internship and graduate training programs. We implemented the Young Executive Scheme (YES) as part of our effort and contribution towards providing training for young graduates from various backgrounds and disciplines. YES trainees are exposed to the real work environment over the entire 12-month program with quarterly assessments of their level of performance. Those who make the grade may be absorbed as permanent staff. To date, we have offered permanent employment to 25 trainees. A concurrent program also provides work exposure and training for undergraduates from local universities and polytechnics. Interns are taken in for a 3-month practical training program in which they are trained in various aspects of work life. As at December 2008, we have a total of 10 practical trainees within the Group.
ENHANcINg THE WORKPLAcE TO ENgAgE OUR PEOPLE fOR MUTUAL BENEfITS
UEM Land Berhad (UEM Land) was also certified to an upgraded Occupational Safety and Health, OHSAS 18001:2007, in November 2008, reflecting our commitment to safeguard the health and safety of our employees, customers and suppliers. Constantly striving to achieve even higher standards of environmental management to mitigate the impact of our projects on the environment, UEM Land Holdings implemented a comprehensive Environment Management System in January 2009. This is scheduled to proceed with SIRIM certification to MS ISO 14001:2004 standards in October 2009. There is an increasing demand from customers, regulatory bodies and the community on organisations to demonstrate responsible environmental performance, provide a safe working environment, provide quality products and services and practise effective construction safety. In response to this trend, we plan to start the implementation of an Integrated Management System, which allows us to manage quality, safety and environmental issues more efficiently. One integrated certificate will be available for all three management systems by the third quarter of this year, eliminating unnecessary duplication and enabling savings in our time, money and resources. Construction Quality Assessment (CONQUAS) training was initiated in November 2007 with the Building Construction Authority (BCA) International in Singapore. The CONQUAS system will promote standardisation of quality in our mixed development and enhance our image as an eco-friendly developer that consistently delivers environmentally sustainable projects. All our construction tenders have incorporated the CONQUAS requirement since the beginning of the year under review.
DRIVINg cUSTOMER ExPERIENcE WITH SERVIcE ExcELLENcE
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QUALITY, HEALTH, SAFETY AND ENVIRONMENT At UEM Land Holdings, we continually strive to achieve higher standards in our entire development and operational chain by regularly re-establishing our benchmarks on the quality of our products and services, health and safety of our employees and management of our environment, in order to ensure that we stay on track to achieve our goal of becoming a world class prosperous and lasting real estate company . Consequently, policies in quality, workplace health and safety as well as eco-conscious practices, are firmly entrenched along our entire value chain. We have systematic checks and balances in place, to ensure that strict observation of these standards are enforced.
CUSTOMER RELATIONSHIP MANAGEMENT (CRM) A CRM project was initiated in 2008 with the objectives of enhancing customer satisfaction, increasing customer retention and improving overall customer and investor perception. Simultaneously, this allows the Company to fully integrate customer data in order for us to obtain fuller knowledge and understanding of our customers, investors and business partners and their needs.
Over time, our firm commitment to quality, workplace health and safety, and safeguarding the environment, not only enhances customer satisfaction and our community, but also contributes to building UEM Land Holdings into a profitable and sustainable organisation with an engaged workforce. To reinforce our commitment to continually achieve higher standards in our operations along the entire development chain, from project conceptualisation to the timely delivery of quality products to our customers, we have obtained a number of internationally recognised certifications. Our Quality Management System was awarded the MS ISO 9001:2000 in November 2008 and this was further upgraded to an even higher standard with the MS ISO 9001:2008 certification. These certifications promote the adoption of a process approach to development, implementation and improvement of our Quality Management System. This approach emphasises the importance of understanding customers and meeting their various requirements.
A CRM Initiative Study has been presented to the Board with findings, recommendations and an action plan. Currently, potential CRM proprietary vendors are being evaluated based on the adequacy and functionality of their products. This project, when fully implemented in early 2010, will add further impetus to our customer centric business processes and in achieving customer service excellence.
REAcHINg OUT.... BUILDINg AN ABUNDANT fUTURE fOR OUR cOMMUNITIES
CORPORATE SOCIAL RESPONSIBILITY (CSR) The Group has great respect for the social norms and ethics of our local communities and we strongly believe in giving back to these communities through the provision of products, services and employment opportunities. Whilst enhancing the quality of life and standard of living of the communities in which we operate, we also keep in sight our commitment to create shareholder value. This constitutes the fundamental principles of all our operations.
cORPORAte ResPOnsiBiLity
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The Groups CSR policy is focused on education and community building. Our programs are designed to contribute to capacity building and human capital development to enable the local communities in Nusajaya to participate and benefit from its extensive development. In 2008, the Group intensified many CSR activities which reflect our serious intent to contribute to these communities in a meaningful and sustainable manner. The Group continuously supports a wide spectrum of community needs which include education, community welfare, environment enhancement and general communal well being.
Education Education has been identified as a key enabler that will contribute towards bridging the socio economic and digital divide between the urban and rural communities. Cognizant of this and in view of the current status of the local communities, the Group had committed to CSR on education for the Nusajaya communities since 2007. This commitment was further strengthened in 2008 when UEM Land officially adopted 16 schools comprising 12 primary schools and four secondary schools under the Promoting Intelligence, Nurturing Talent and Advocating Responsibility (PINTAR) Program.
ICT Knowledge and Appreciation Program The ICT Knowledge and Appreciation Program was designed to create awareness of the importance of ICT and instil appreciation of its application among the students. Started in 2007 to complement the Governments efforts to encourage the application of Information, Communications and Technology (ICT) in education, our program aims to contribute to bridging the digital divide between the urban and rural communities in Gelang Patah.
The programs curriculum covers basic aspects of using IT with practical hands-on training software application and the Internet. Some 1500 students from Form 1 to Form 5 participated in the workshops which stretched over three months from February 2008. This was later followed by the ICT classes in June for primary schools, which benefitted some 750 students from 12 schools. In August 2008, the ICT program was expanded to include PINTAR school teachers with its inaugural workshop series for teachers to increase their competency and proficiency, with the ultimate objective to enable them to assist their students in developing IT skills. The 2-day workshop involved some 60 teachers who were exclusively trained by certified ICT instructors on basic and intermediate aspects like Microsoft OfficeWord, Excel, Power Point, Internet and eApplication.
Pintar Al-Quran Program The Group continually looks for ways in which we can play a meaningful role in education and community development. The Al-Quran reading program, initiated and fully funded by UEM Land Holdings, for preschoolers was rooted in the belief that educating the young to become Al-Quran literate will instil spiritual and moral values which ultimately benefits the community.
PINTAR, spearheaded by Khazanah Nasional Berhad, an investment holding arm of the Government of Malaysia, was launched in December 2006. PINTARs mission is to ensure a conducive learning environment which motivates school children. Working together with the Johor Bahru District Education Office, UEM Land identified and selected needy schools to implement two major flagship programs under the PINTAR umbrella the Academic Excellence Program and ICT Knowledge and Appreciation Program, which have benefitted more than 2,600 students to date.
Academic Excellence Program The long term objective of the Academic Excellence Program is to help schools raise the academic performance of their students and to bridge the gap between the various socio-economic sectors of the community. Since 2007, the Group has been actively supporting educational activities designed to help the students achieve outstanding academic results.
In April 2008, the Group collaborated with Berita Harian, noted for its Didik, Minda and Skor programs, to organise a series of educational clinics and workshops for UPSR, PMR and SPM students. These educational series were conducted at Universiti Teknologi Malaysia (UTM), benefitting 750 of our PINTAR students; the PMR Workshop on 5 - 6 April 2008, the SPM Workshop on 12 - 13 April 2008 and concluded with UPSR Clinic on 19 -20 April 2008. It covered core subjects such as Bahasa Melayu, English, Mathematics, Science and History. Our PINTAR students were taught the correct formats, techniques and strategies in answering examination questions and to enhance their level of confidence. Our efforts in the Academic Excellence Program over the last two years were reflected in the overall improvement in the examination performance in our PINTAR schools in 2008; with 32% increase in the number of students achieving 5As in their UPSR and an impressive 93% increase in the number of students achieving 7As and 8As in their PMR, compared with the previous year.
The Teachers Training Course for Pintar Al-Quran Program started on 28 June 2008, as part of the pilot Pintar Al-Quran program for pre-schoolers in Gelang Patah. Throughout the 2-day course, the Terengganu Islamic Foundation (YIT) as Program Advisor and Modules Provider, exclusively trained 16 certified religious school teachers on teaching techniques and methodology. Another 2-day refresher course was held on 31 January 2009 to further boost the teachers enthusiasm and commitment. The latest CSR project was held on 30 June 2008 at five pre-selected KEMAS kindergartens in Gelang Patah. The Pintar Al-Quran Program is specifically designed for children aged five and six years old, and has benefitted an estimated 150 pre-school children.
Sponsorship in Education In additional to our flagship CSR programs, the Group has also sponsored and supported the following education programs:
SMK Kompleks Sultan Abu Bakars SPM Excellence and Motivation Program to produce Straight A students, from 12 April 8 November 2008; Gelang Patah Community Service and Education Camp organised by Kolej Perdana, Universiti Teknologi Malaysia, from 7-11 June 2008;
Human Capital Leadership Camp organised by SMK Taman Nusajaya to help students build their leadership skills, from 13-15 June 2008; Pursuing Your Dreams, an event organised at SK Ladang Pendas to increase awareness of the importance of education on 9 August 2008; A 4-day UPSR Workshop and Motivation program for Year Six of SK Sungai Melayu students from 18 - 22 August 2008.
further manifested through the strategic management of Nusajayas water, waste and energy, as well as environment conservation. On 8 November 2008, UEM Land collaborated with Universiti Kebangsaan Malaysia (UKM) to draw up an Environment Masterplan for Nusajaya as part of our strategic efforts to provide a sustainable development for Nusajaya. Given that Nusajaya is located adjacent to the 91.2 square kilometres Sungai Pulai Ramsar site, the largest in West Malaysia, we are acutely conscious of our responsibility to maintain the biodiversity and eco-balance of the area and mitigate any impact of our development on the site. As part of the Groups environmental conservation strategy of promoting public awareness and appreciation of the intrinsic value and functional significance of the mangrove ecosystem of Sungai Pulai Ramsar, UEM Land sponsored a coffee table book produced by UKM on Bio-Diversity of Sungai Pulai Ramsar Site Johor, a simple introductory guide to the rich flora and fauna biodiversity of the area. The book has been distributed to public libraries, academic institutions and our PINTAR schools in Gelang Patah. Further conservation efforts included a tree planting activity at the Ramsar site, in collaboration with the Ministry of Environment and UKM, which saw participation of UKM undergraduates and students from Gelang Patah area.
57
Community Development One of the Groups key community development philosophies is to support and enhance the lives and livelihood of the community in which we operate, through our various contributions.
Contributions in the last few years included a fixed lease at a nominal fee for a 500-acre mature oil palm plantation to Koperasi Nusajaya, whose members include the villagers of Gelang Patah who derive income from the harvest; cost of preparing the Pasar Tani site in Gelang Patah to provide trading opportunities and convenience for residents; upgrading and repair works for the existing mosque at Kampung Sungai Melayu; and donations to the needy during the Hari Raya festivals. In early February 2008, we donated a custom-built boat for the villagers of Kampung Sungai Melayu for transporting school children as well as teachers between Kampung Sungai Melayu and their schools in Johor Bahru. In August 2008, UEM Land participated in the Community Policing Nusajaya Zone B program to promote better relations between the community and the police in preventing crime in the Nusajaya neighbourhood. In October, UEM Land organised Buka Puasa events for the underprivileged within the Gelang Patah community. In collaboration with UMNO Gelang Patah, the underprivileged communities were then identified and given assistance in the form of food supplies such as cooking oil, tea and coffee, flour, sugar, rice as well as duit raya. The recipients were from Kampung Ulu Pulai, Kampung Sungai Melayu, Kampung Tebing Runtuh and Kampung Pendas Laut comprising senior citizens, single mothers and the physically challenged. UEM Land also joined forces with Jabatan Agama Islam Johor to provide Raya goodies to the Orang Asli community at Kampung Simpang Arang. UEM Land also donated a set of computer and printer to the Village Security and Development Committee of Kampung Ulu Pulai in Gelang Patah .
Environment During the planning and design of Nusajaya, the Group made a strategic decision to take a balanced approach towards its development by considering the economic, social and environmental dimensions that would contribute towards a sustainable development.
A network of green open spaces has been planned in Nusajaya together with the 650-acre Regional Park which would form the green lung of South-West Johor. Our commitment to the environment is
meDiA HigHLigHts
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59
event HigHLigHts 2008cORPORAte

60 23 fEBRUARy 1 12 JUNE 4
East Ledang, UEM Lands signature resort residential estate development was unveiled in Nusajaya. Planned and designed around the concept of East meets West, East Ledang has 31 themed gardens that include a 20-acre forest, wetland gardens and lake gardens with a tropical resort ambience.
1 2
1012 APRIL
UEM Land organised a Security Conference & Training to get buy-in from key stakeholders through understanding, information and knowledge sharing, to ensure the successful implementation of the Nusajaya Security Blueprint. Speakers at the Conference included the Royal Malaysian Police, GE Security, Sinclair Knight Merz and UEM Land.
3 4
UEM Land entered into a conditional Sales and Purchase Agreement valued at RM396.4 million with DAMAC Group of Dubai for the sale of three parcels of commercial land totalling approximately 43.5 acres that forms part of the 688-acre Puteri Harbour development. DAMAC plans to develop commercial and residential properties and a private marina with a projected gross development value of approximately RM3.8 billion.
27 JUNE
The new OSHE Policy was officially launched to all staff at Nusajaya Centre by Wan Abdullah Wan Ibrahim. The approach Towards Incident Prevention was adopted and a target of ZERO ACCIDENT at the workplace was set.
05 JULy 5
1517 APRIL
UEM Land joined forces with Iskandar Regional Development Authority (IRDA), Iskandar Investment Bhd and Danga Bay Sdn Bhd to jointly promote, exhibit and showcase the development and investment opportunities in Iskandar Malaysia at the second Cityscape Asia, Suntec Singapore. Cityscape Asia is an influential annual networking exhibition and conference on all aspects of the property development cycle.
05 JUNE 3
The Southern Industrial and Logistics Clusters (SiLC) held a seminar Investment Opportunities In The Southern Industrial and Logistics Clusters at Suntec City, Singapore to highlight the advantages of the managed industrial park to potential manufacturers, industrialists, small and medium enterprises and investors.
7 8
UEM Land signed two separate Memorandum of Collaboration (MOC) agreements with Telekom Malaysia Bhd and TTdotCom Sdn Bhd, a subsidiary of TIME dotCom Bhd to create a multi-telco environment in Nusajaya. In addition to their existing nationwide infrastructure, the two service providers will put in additional network infrastructure and the latest telecommunication technologies to provide the connectivity for high speed data, voice, video and image communication services that will showcase Nusajaya as a model modern digital city. This additional infrastructure will form the backbone for Nusajayas Intelligent City Management Platform.
07 JULy
14 OcTOBER
0203 DEcEMBER
61
Horizon Hills Golf & Country Club saw its maiden tee-off by VIPs, comprising Tan Sri Dr Ahmad Tajuddin Ali, Tan Sri Dato Mohd Sheriff Kassim, Dato Ir Abdul Rahim Abu Bakar, YB Dato Hj Abd Aziz Sapian ADUN Nusajaya, Dato Ikmal Hijaz Hashim and Wan Abdullah Wan Ibrahim.
08 JULy 6
UEM Land signed a Subscription and Joint Venture Agreement with United Malayan Land Bhd to form a joint venture to develop 8.8 acres of prime land in Puteri Harbour.
30 OcT O B E R 02 NOVEMBER 10
The 3rd UEM Group Chairmens Forum and Directors Gathering were attended by some 40 Chairmen and Directors from the UEM Group of companies.
1718 DEcEMBER
Some 30 members of the various media organisations, from mainstream to golf publications, attended the Media Preview for Horizon Hills Golf & Country Club to experience the unique characteristics of this new golf course.
15 JULy 7
Nusajaya was the co-sponsor of the Iskandar Johor Open which attracted 156 players from 25 countries with a prize money of US$ 500,000. Twice U.S. Open Champion, Retief Goosen seized the title and was presented the winning trophy by Tan Sri Dr Ahmad Tajuddin Ali.
13 NOVEMBER
Tun Musa Hitam paid a visit to Nusajaya and was briefed on the current and future developments at Nusajaya by Dato Ahmad Pardas Senin and Zulkifli Tahmali, followed by a visit to East Ledang, JSNAC and Puteri Harbour.
30 JULy
UEM Land hosted a Hari Raya Open House at Persada Johor Convention Centre for some 600 guests as a show of appreciation to all its stakeholders.
18 NOVEMBER 11
UEM Land Holdings launched its Quality Assurance, Occupational Safety, Health and Environment (QASHE) Week 2008 at Puteri Pacific, Johor Bahru. The two-day seminar attended by 200 people, comprising UEM Land Holdings staff, consultants and contractors was themed QASHE Culture in the workplace: Towards Better Quality Products with Zero Incident at Workplace. At the launch ceremony, UEM Land Holdings was awarded the ISO 9001:2000 and OHSAS 18001:2007 certifications by SIRIM Chairman and Chief Executive Officer, Tuan Hj Yahaya Hj Ahmad.
23 DEcEMBER
10
A team of seven Singaporebased journalists from Standard & Poor, Media Corps 938 Live!, Today, BERNAMA, Smart Investor and Thomson Reuters visited Nusajaya. The day started with a 20-minute presentation by Zamry Ibrahim of Strategic Marketing, followed by a tour of East Ledang, JSNAC, Puteri Harbour and SiLC.
27 AUgUST 8
UEM Land Holdings debut on Bursa Securities marked the culmination of a major restructuring exercise which repositioned the Group to take full advantage of its next phase of growth.
27 NOVEMBER 12
Nusajaya received a royal visit from HM Sultan Hassanal Bolkiah of Brunei, who wanted to observe firsthand the ongoing development in the area. The Sultan, who was in Johor for the 12th Malaysian-Brunei annual leaders consultation, was accompanied by YAB Prime Minister Datuk Seri Abdullah Ahmad Badawi.
Subsidiary Nusajaya Development Sdn Bhd, the developer of Nusa Idaman, signed a Sale and Purchase Agreement with R.E.A.L. Education Group, for the sale of half an acre of land in Nusa Idaman for the establishment of a Child Enrichment Centre (CEC) kindergarten.
To end the year in style and as an expression of gratitude for the unwavering support and dedication of the staff, the Groups Annual Family Day was held at the Promenade in Puteri Harbour. The event was attended by 800 guests, comprising UEM Land Holdings staff and their families.
11
12
event HigHLigHts 2008csR

62 22 fEBRUARy 13 JUNE
The villagers of Kampung Sungai Melayu received a new custombuilt fibreglass boat from UEM Land. The new boat will be used to transport school children as well as teachers to their schools in Johor Bahru.
28 fEBRUARy 14
The ICT Knowledge and Appreciation Program, initiated in February at the secondary school level was followed through with a 2-month program at all the PINTAR primary schools.
25 JUNE
13
UEM Land kickstarted a 3-month ICT Knowledge and Appreciation Program at the secondary level in all the PINTAR schools to create awareness on the importance of ICT and to develop their IT skills.
APRIL
UEM Land officiated the Schools of Johor Bahru District Pencak Silat Competition for Year 2008 at Dewan Bistari of SMK Gelang Patah, one of its adopted PINTAR schools.
28 JUNE 15
14
The series of UPSR, PMR and SPM Skor A workshops for PINTAR schools were conducted in collaboration with Berita Harian over three consecutive weeks in April; the PMR Workshop on 5 - 6 April 2008, then followed by the SPM Workshop on 12 - 13 April 2008 and concluded with the UPSR Clinic on 19 -20 April 2008. It covered core subjects such as Bahasa Melayu, English, Mathematics, Science and History.
13 MAy
UEM Land kickstarted the Teachers Module Training Course for Pintar Al-Quran Program on 28 June, as part of its pilot Pintar Al-Quran Program for pre-schoolers in Gelang Patah. Following the training course, this latest CSR project was implemented on 30 June, at five pre-selected KEMAS kindergartens in Gelang Patah.
02 JULy
15
An Evening in Nusajaya brought together UEM Lands 16 PINTAR school heads at Nusajaya Centre to give them a better understanding of UEM Lands Corporate Social Responsibility (CSR) Program, PINTAR. The occasion provided the forum for school heads and UEM Land management to informally interact and get acquainted. The event concluded with a site visit to JSNAC, Puteri Harbour and East Ledang followed by high tea at Nusajaya Sales Gallery.
Some 40 participants from Johors Geography Teachers Association participated in a site visit to Nusajaya to get better insights to the development of Nusajayas catalysts projects.
23 JULy
UEM Land shared its experience on the PINTAR program at the 9th Roundtable Meeting organised by Khazanah. The meeting provided a knowledge platform for GLCs to interact, network and share their best practices in the implementation of PINTAR. Apart from PINTAR members, the mainstream civil society organisations such as MERCY Malaysia and Yayasan Warisan Anak Alam, were also present to share their views on possible programs that can be carried out as PINTARs Blanket Program.
16
Other presenters included the Penang Education Department, Malaysia Airlines and Proton.
09 AUgUST
08 NOVEMBER
19
63
Sponsored by UEM Land, teachers and some parents of SK Ladang Pendas teamed up to organise a get-together with the students to increase awareness of the importance of education. SK Ladang Pendas, one of UEM Lands PINTAR Schools, is attended by 94% of the Orang Asli community from Kampung Simpang Arang.
18 AUgUST
The coffee table book Bio Diversity: Ramsar Site Sungai Pulai produced by Universiti Kebangsaan Malaysia and sponsored by UEM Land was launched. The book is a simple introductory guide to the rich flora and fauna biodiversity of the Sungai Pulai mangrove forest and the Ramsar site of South Johor, aimed at promoting public awareness and appreciation of the intrinsic value and functional significance of the mangrove forest ecosystem.
08 NOVEMBER 20
17
UEM Land launched its inaugural PINTAR Teachers ICT Knowledge and Appreciation Program series, in collaboration with Johor Bahru Education Office, Johor Educational Technology Division and the respective PINTAR school heads. Specifically designed for teachers, it is aimed to improve their competency and proficiency in ICT, ultimately enabling them to assist their students in developing IT skills.
30 AUgUST 16
UEM Land signed a Grant Agreement with Universiti Kebangsaan Malaysia for a research fund of RM230,000 to develop the Environment Masterplan for Nusajaya.
19 DEcEMBER
Distribution of copies of A Second Chance Life and Mission of Arsyad Ayub to all UEM Lands PINTAR schools in Gelang Patah.
30 DEcEMBER
18
Themed Nusa Idaman Celebrates Merdeka, the 2-day event with various carnival activities, symbolised our commitment to enhance the lives of the communities in Nusajaya and promote unity amongst the residents by embracing the spirit of patriotism, nationalism and loyalty in our Merdeka celebration.
OcTOBER 17 & 18
UEM donated a computer with multipurpose printer to the Village Security and Development Committee of Kampung Ulu Pulai in Gelang Patah.
19
In keeping with the spirit of giving and sharing during Ramadhan, UEM Land organised Buka Puasa events for the underprivileged in the Gelang Patah community and donated food supplies, Raya goodies and duit raya. The orang asli community, senior citizens, single mothers and the disabled in the other Nusajaya villages, also received donations for their Hari Raya celebrations.
20
cORPORAte gOveRnAnce stAtement

64
UEM Land Holdings Berhad (UEM Land Holdings or the Company) was listed on 18 November 2008 following the completion of the restructuring exercise of UEM World Berhad. UEM Land Holdings recognises the importance of good corporate governance and is committed to applying high standards of corporate governance throughout the Group to safeguard the interest of its stakeholders and to achieve best practice in its standards of business integrity in all its activities as set out in the Malaysian Code of Corporate Governance (the Code). Set out here is a statement on how the Company has applied the principles of the Code and the extent to which it has complied with Best Practices of the Code during the financial year ended 31 December 2008.
BOARD Of DIREcTORS
1.1 The Board Composition In accordance with the Companys Articles of Association and unless determined by the Company in General Meeting, the number of Directors shall not be less than two (2) or more than fifteen (15). The Board of Directors consists of eight (8) Members comprising one (1) Managing Director/Chief Executive Officer, four (4) Non-Independent Non-Executive Directors and three (3) Independent Non-Executive Directors. The three (3) Independent Directors fulfill the criteria of independence as defined in the Listing Requirements of Bursa Malaysia Securities Berhad (Bursa Securities). 1.2 Duties and Responsibilities of the Board The Board of Directors of UEM Land Holdings is responsible for the overall performance of the Group. It provides stewardship to the Groups strategic direction and operations in order to maximise shareholders value. The Boards principal responsibilities are as follows:
Reviewing and adopting a strategic plan for the Group; Overseeing the conduct of the Groups business to evaluate Identifying principal risks and ensuring the implementation of Succession planning, including appointing, training, reviewing
the compensation and retention or replacement of senior management; Developing and implementing an investor relations program or shareholder communications policy for the Group; and Reviewing the adequacy and the integrity of the Groups internal control systems and management information systems, including systems for compliance with applicable laws, regulations, rules, directives and guidelines. appropriate systems to manage these risks; whether the business is being properly managed;
UEM Land Holdings is led and managed by a Board comprising members with a wide range of experience in relevant fields such as accounting, legal, banking, corporate finance, engineering and property development. Together, the Directors bring a broad range of skills, experience and knowledge required to successfully direct and supervise the Companys business activities, which are vital to the success of the Group. The Board of Directors meetings are chaired by the Non-Executive Chairman, whose role is clearly separated from the role of the Managing Director/Chief Executive Officer. This is to ensure a balance of power and authority. The Non-Executive Chairman leads the Board effectively and encourages contribution from all members. The Managing Director/Chief Executive Officer is responsible for implementing the policies and decisions of the Board, overseeing the operations and managing the development and implementation of the Companys business and corporate strategies.
The roles of the Managing Director/Chief Executive Officer and Non-Executive Directors are delineated, both having fiduciary duties towards shareholders. Non-Executive Directors have the necessary skill, financial and business experience to bring effective judgment to bear on the issues of strategy, performance and resources. The three (3) Independent Non-Executive Directors provide independent views; advice and judgment, taking into account the interests of the Group and the minority shareholders, and are actively involved with both the internal and external auditors. This is especially so for Oh Kim Sun who is the Chairman of the Audit Committee. Another Independent Non-Executive Director, Md Ali Md Dewal, is the designated Senior Independent Director to whom concerns relating to the Company may be conveyed by shareholders and other stakeholders. 1.3 Conflict of Interest Directors are required to declare their respective shareholdings in the Company and related companies and their interests in contracts or proposed contracts with the Company or any of its related companies. The Directors concerned will abstain from any decision made in relation to these transactions. 1.4 Dealings in Securities of the Company Directors and employees of the Group who are in possession of price-sensitive information regarding the Company which are not publicly available, and who deal in the securities of the Company are required to notify the Company within a specific timeframe following the date of the dealing. 1.5 Board Meetings and Supply of Information The Board will meet at least four (4) times for the next financial year, with additional meetings to be convened when necessary. Board meetings for each financial year are scheduled before the end of the preceding financial year. The Directors have full and unrestricted access to all information pertaining to the Groups business affairs, whether as a full Board or in their individual capacity, to enable them to discharge their duties. There are matters specifically reserved for the Boards decision to ensure that the direction and control of the Group is firmly in its hands. Prior to the Board meetings, all Directors receive the agenda together with a set of Board papers containing information relevant to the business of the meeting. This allows the Directors to obtain further explanations/ clarifications from management, where necessary, in order to be properly briefed before the meetings. All Directors have full access to the advice and services of the Company Secretaries who ensure that Board procedures are adhered to at all times during meetings and advise the Board on matters including corporate governance issues, and Directors responsibilities in complying with relevant legislation and regulations. The Directors may, if necessary, obtain independent professional advice from external consultants, at the Companys expense.
For the financial year ended 31 December 2008, the Board held four (4) meetings. Details of the Directors meeting attendances for the financial year ended 31 December 2008 are as follows:
65
Directors
Status
Meetings Attended
Tan Sri Dr Ahmad Tajuddin Ali
Non-Independent Non-Executive Director/ Chairman Non-Independent Non-Executive Director Managing Director/Chief Executive Officer Non-Independent Non-Executive Director Senior Independent Non-Executive Director Independent Non-Executive Director Independent Non-Executive Director Non-Independent Non-Executive Director
4/4
Dato Ahmad Pardas Senin Wan Abdullah Wan Ibrahim Abdul Kadir Md Kassim Md Ali Md Dewal
4/4
4/4
4/4
4/4
Oh Kim Sun Dato Ikmal Hijaz Hashim

(Appointed on 1 March 2009)
4/4
0/0
Omar Siddiq Amin Noer Rashid

(Appointed on 1 April 2009)
0/0
1.6 Re-election of Directors In accordance with the Companys Articles of Association, all Directors, including the Managing Director, shall retire from office once at least in each three (3) years but shall be eligible for re-election. At the first annual general meeting and in every year thereafter one-third (1/3) of the Directors for the time being, or if their number is not a multiple of three (3), then the number nearest to one-third (1/3), shall retire from office at each Annual General Meeting (AGM). All retiring Directors can offer themselves for re-election.
Directors who are appointed by the Board during the financial period before an AGM are subject to re-election by the shareholders at the next AGM to be held following their appointments.
66
Directors who are over seventy (70) years of age are required to submit themselves for re-appointment annually in accordance with Section 129 of the Companies Act, 1965. All the Directors are due for re-election at the First Annual General Meeting (1st AGM) pursuant to Article 92 of the Companys Articles of Association. Details of the Directors seeking re-election at the 1st AGM are set out in their respective profiles which appear in the Profile of Directors on pages 41 to 43 of this Annual Report. The details of their interest in the securities of the Company, are set out in the Analysis of Shareholdings which appear on pages 144 to 148 of this Annual Report.
1.7 Training and Development of Directors The Group acknowledges that continuous education is vital for the Board members to gain insight into the state of economy, technological advances, regulatory updates and management strategies to enhance the Boards skills and knowledge in discharging its responsibilities.
Audit Committee
Members Attendance at meetings
Oh Kim Sun Chairman

Independent Non-Executive
2/2 2/2
Md Ali Md Dewal Member

Senior Independent Non-Executive
Abdul Kadir Md Kassim Member

Non-Independent Non-Executive
2/2
Dato Ikmal Hijaz Hashim

Independent Non-Executive Appointed on 31 March 2009
0/0
During the year, the Board of Directors participated in two (2) in-house training sessions organised by the Legal & Secretarial Division of UEM Group Management Sdn Bhd, to keep themselves abreast of developments in the market as well as new statutory and regulatory requirements. Some of the topics covered under these two sessions were as follows: Directors Duties And Liabilities Beyond compliance Directors Performance Evaluation Building a High Performance Board Overview On Iskandar Malaysia
1.8 Board and Management Committees In discharging its fiduciary duties, the Board has delegated specific tasks to Board and Management Committees. All the Committees have the authority to review specific issues delegated by the Board and to report back to the Board together with its recommendations and the ultimate responsibility for the final decision on all matters lies with the entire Board. Two (2) Board Committees namely the Audit Committee and the Nominations & Remuneration Committee were formed in 2008 and in 2009 the Board approved the formation of the following additional Board and Management Committees:
The salient terms of reference of the Board Committees are as follows:
Audit Committee
The terms of reference of the Audit Committee together with its report are presented on pages 70 to 72 of the Annual Report. The Nominations & Remuneration Committee is made up entirely of Non-Executive Directors with a majority of them being Independent Directors. The members are as follows: 1 Md Ali Md Dewal Chairman/Senior Independent Non-Executive Director 2 Dato Ahmad Pardas Senin Non-Independent Non-Executive Director 3 Oh Kim Sun Independent Non-Executive Director
Nominations & Remuneration Committee
The responsibilities of the Nominations & Remuneration Committee include:
assessing the size of the Board, relevant mix of skills
(a) (b) (c) (d)
Board Development Committee; Board Tender Committee; Management Planning Committee; and Management Tender Committee.
As the Company was incorporated in the last quarter of 2008, only the Audit Committee met twice during the year ended 31 December 2008. The composition of the Board Committees and the attendances of the members at the Board Committees meetings held in 2008 are as follows:
and experience and other qualities of Non-Executive Directors and effectiveness of each individual Director; reviewing and recommending to the Board the annual remuneration for the Executive Director(s); reviewing the performance of Senior Management and the other Directors annually; designing and implementing an evaluation procedure for Executive Directors; and reviewing the proposals for the remuneration package of each member of the Companys Committees As the Nominations & Remuneration Committee was only formed on 26 September 2008, there was no meeting held for the financial year ended 31 December 2008. However, the decision of the Nominations & Remuneration Committee had been made via circular resolution.
Board Development Committee
The Board Development Committee was formed on 1 March 2009. The members are as follows: 1 Md Ali Md Dewal Chairman 2 Dato Ahmad Pardas Senin Member 3 Wan Abdullah Wan Ibrahim Member 4 Dato Ikmal Hijaz Hashim Member
2.2 The Companys policy on Directors remuneration is to attract and retain Directors of high calibre needed to run the Group successfully. The Managing Director/Chief Executive Officer is being paid by a subsidiary and comprised a monthly salary and other benefits and emoluments which are in line with the Companys general remuneration policy for its senior management. His remuneration is structured so as to link rewards to corporate and individual performance. He is not paid any Directors fees and meeting allowances for the Board and Board Committee meetings that he attends. In the case of Non-Executive Directors, the level of remuneration reflects experience and level of responsibilities undertaken by each of them. 2.3 Aggregate remuneration of Directors, paid or payable, categorised into appropriate components as at 31 December 2008 is as follows: (a) Aggregate remuneration of Directors categorised into appropriate components:
Executive Director (RM000) Non-Executive Directors (RM000)
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The functions and responsibilities of the Board Development Committee is to:
provide strategic direction and guidance on development
matters such as project justification, development concept and rationale and overall positioning and expected returns/ feasibility for the projects; review and approve the design and development consultants in line with the Discretionary Authority Limit requirement; evaluate new projects/development proposals; approve major changes in direction of the development projects; and evaluate, review and recommend to the Board on the development proposals that require Boards approval.
Fees and allowance Basic salaries, bonus and EPF

* **
1,145**
115*
Board Tender Committee

The Board Tender Committee was established on 1 March 2009 to ensure that the tender process complies with relevant policies requirements. The Committee comprises wholly of Non-Executive Directors with a majority of them being Independent Directors. The members are as follows: 1 Abdul Kadir Md Kassim Chairman 2 Md Ali Md Dewal Member 3 Oh Kim Sun Member 4 Dato Ikmal Hijaz Hashim Member The principal functions and responsibilities of the Board Tender Committee are to consider, evaluate, approve the award of contracts after taking into consideration the list of tenders received, nature of procurement and the technical and commercial evaluation of tenders ranging from RM20 million to RM50 million and making recommendation to the Board for tenders above RM50 million.
2 DIREcTORS REMUNERATION 3
For the period from 15 September 2008 (date of appointment of the Non-Executive Directors) to 31 December 2008 From 1 January 2008 to 31 December 2008
(b) The number of Directors of the Company whose total remuneration falls within the following bands:
Number of Directors Executive (RM000) Non-Executive (RM000)
RM50,000 and below Above RM1,000,000
SHAREHOLDERS
3.1 Dialogue between the Company and Investors The Company recognises the importance of timely dissemination of information to shareholders and other stakeholders and the Board is committed to ensure that the shareholders and other stakeholders are well informed of major developments of the Company and the information is communicated to them through the following channels:
2.1 The Company pays its Non-Executive Directors annual fees that are to be approved annually by the shareholders. In addition, non-executive members of the Board and Board Committees are paid a meeting allowance for each meeting they attended or participated through teleconferencing.
(i) (ii)
the Annual Report; the various disclosures and announcements to Bursa Securities including quarterly results; and
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(iii)
Corporate Planning Department and Corporate Communication Department that are fully responsible for briefing and updating financial analysts and fund managers of the Groups operations, financial performances and other strategic issues.
3.2 Annual General Meeting (AGM) The AGM of the Company serves as the principal forum that provides the opportunity for shareholders to raise questions pertaining to issues in the Annual Report, Audited Financial Statements, corporate developments in the Group, the resolutions being proposed and on the businesses of the Group. The Chairman as well as the Managing Director/Chief Executive Officer and the external auditors, if so required, will respond to shareholders questions during the meeting. Each item of special business included in the notice of the meeting is accompanied by an explanatory statement for the proposed resolution to facilitate full understanding and evaluation of issues involved.
4.4 Relationship with Auditors The Company maintains a transparent relationship with its auditors and seeks their professional advice to ensure that accounting standards are complied with. It is a policy of the AC to meet up with the external auditors at least twice a year without the presence of the Executive Director and Management, in accordance with the requirements of the Code. In February 2009, the AC met up with the external auditors in the absence of Management.
5 DIREcTORS RESPONSIBILITy STATEMENT IN RESPEcT Of fINANcIAL STATEMENTS
The Directors are required to prepare the financial statements for each financial year which give a true and fair view of the state of affairs of the Group and of the Company at the end of the financial year and of the results and cash flows of the Group and of the Company for the financial year then ended. The Directors consider that, in preparing the financial statements for the financial year ended 31 December 2008, the Group has used appropriate accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent. The Directors also consider that all applicable Financial Reporting Standards in Malaysia have been followed and confirm that the financial statements have been prepared on a going concern basis. The Directors are responsible for ensuring that the Group and the Company keep accounting records which disclose with reasonable accuracy at any time the financial position of the Group and of the Company and which enable them to ensure that the financial statements comply with the provisions of the Companies Act, 1965 and the applicable Financial Reporting Standards in Malaysia.
6 cOMPLIANcE STATEMENT
AccOUNTABILITy AND AUDIT
4.1 Primary Responsibilities of the Audit Committee The financial reporting and internal control system of the Group is overseen by an Audit Committee (AC), which comprises three (3) Independent Non-Executive Directors and one (1) NonIndependent Non-Executive Director. The primary responsibilities of the AC are set out on pages 70 to 72 of the Annual Report. 4.2 Financial Reporting The Directors are responsible for ensuring that the financial statements prepared are drawn up in accordance with the provisions of the Companies Act, 1965; and applicable Financial Reporting Standards in Malaysia. In presenting the financial statements, the Company has used appropriate accounting policies, consistently applied and supported by reasonable judgments and estimates.
The quarterly financial results and audited financial statements were reviewed by the AC and approved by the Board of Directors before being released to Bursa Securities. The details of the Company and the Groups financial statements for the financial year ended 31 December 2008 can be found from pages 80 to 143.
4.3 Internal Control and Risk Management The Board of Directors has overall responsibility for maintaining a sound system of internal controls, to safeguard shareholders investments and the Companys assets.
Given that the Company was only listed on 18 November 2008, the Board considers that it has largely complied with the principles given in Part 1 and best practices in Part 2 of the Code except for the following:
The AC did not meet up with the external auditors in the
The Board of Directors acknowledges that while the internal control system is devised to cater for particular needs of the Group as well as risk management, such controls by their nature can only provide reasonable assurance but not absolute assurance against material misstatements or loss. A statement on the state of internal control in the Group is set out on pages 73 to 75. The Company outsources its internal audit functions to UEM Group Management Sdn Bhd who assists the AC to discharge its duties and responsibilities.
absence of the Executive Director for the year ended 31 December 2008; and The annual assessment of the board effectiveness of the Board and Board Committees as a whole as well as the contribution from individual Director was not conducted. The above non-compliant items will however be carried out for the financial year ending 31 December 2009. This Statement on Corporate Governance is made in accordance with the resolution of the Board of Directors dated 31 March 2009.
ADDitiOnAL cOmPLiAnce inFORmAtiOn

UTILISATION Of PROcEEDS VARIATION IN RESULTS
IN AccORDANcE WITH APPENDIx 9c Of THE LISTINg REqUIREMENTS
69
There were no corporate proposals to raise funds during the financial year ended 31 December 2008.
SHARE BUy-BAcKS
There was no share buy-backs during the financial year ended 31 December 2008.
OPTIONS, WARRANTS OR cONVERTIBLE SEcURITIES ExERcISED
The interim financial report previously announced for the Fourth (4th) Quarter 2008 financial period was based on audited results and therefore there is no material variance to report on.
PROfIT gUARANTEE
The Company did not issue any profit guarantee for the financial year ended 31 December 2008.
MATERIAL cONTRAcTS
The Company has not issued any options, warrants or convertible securities in respect of the financial year ended 31 December 2008.
AMERIcAN DEPOSITORy REcEIPT (ADR) OR gLOBAL DEPOSITORy REcEIPT (gDR)
Other than those disclosed in the financial statements, there were no material contracts including contracts relating to any loans entered into by the Company and its subsidiaries involving Directors and major shareholders interests.
REVALUATION POLIcy
The Company has not sponsored any ADR or GDR programme for the financial year ended 31 December 2008.
SANcTIONS AND/OR PENALTIES
The Company has not adopted a regular revaluation policy on landed properties.
REcURRENT RELATED PARTy TRANSAcTIONS (RRPT) Of REVENUE NATURE
The Company and its subsidiaries, Directors and Management have not been imposed with any sanctions and/or penalties by any regulatory bodies.
NON-AUDIT fEES
The Company will be seeking the shareholders approval for RRPT at the forthcoming Annual General Meeting to be held on Wednesday, 10 June 2009.
During the financial year under review, non-audit fees paid to the external auditors of the Company amount to RM106,000.00
AuDit cOmmittee RePORt

70 1 MEMBERS
The Audit Committee consists of four (4) members of the Board of which three (3) are Independent Non-Executive Directors and one (1) is a Non-Independent Non-Executive Director. UEM Land Holdings Berhad (the Company) has complied with Paragraph 15.10 of the Bursa Malaysia Securities Berhads (Bursa Securities) Listing Requirements, which requires the majority of the Audit Committee to be Independent Directors. The members of the Audit Committee and their details are:Name Designation Directorship/Qualification
Detailed audit reports by Group Internal Audit, together with Managements responses are circulated to the Audit Committee members and Managing Director/Chief Executive Officer for review. Significant issues are discussed at the Board meetings.
4 cOMPOSITION AND TERMS Of REfERENcE
4.1 Composition of the Audit Committee The Audit Committee shall be appointed by the Board from amongst their numbers, which fulfills the following requirements:
Oh Kim Sun
Chairman
Independent Non-Executive Director/Member of the Malaysian Institute of Certified Public Accountants Senior Independent Non-Executive Director/Master of Business Administration Degree Non-Independent Non-Executive Director/Bachelor of Laws Degree Independent Non-Executive Director/Master of Philosophy (Land Management)
i ii
The Audit Committee must comprise at least three (3) Directors. All members of the Audit Committee must be Non-Executive Directors, a majority of whom must be Independent Directors.
Md Ali Md Dewal Abdul Kadir Md Kassim Dato Ikmal Hijaz Hashim
Member
Member Member
iii All members of the Audit Committee must be financially literate and at least one member of the Audit Committee must be a member of an accounting association or body. iv No alternate director shall be appointed as a member of the Audit Committee. v In the event of any vacancy in the Audit Committee, the Board must fill the vacancy within three months.
cONSTITUTION
The Audit Committee of the Company was established by the Board of Directors (the Board) on 15 September 2008.
3 MEETINgS
The members of the Audit Committee shall elect a Chairman from among themselves who shall be an Independent Director. All members of the Audit Committee, including the Chairman, will hold office only so long as they serve as Directors of the Company.
4.2 Secretary of the Audit Committee The Company Secretaries of the Company and/or their representative shall be the Secretaries of the Audit Committee. 4.3 Duties and Responsibilities of the Audit Committee The following are the main duties and responsibilities of the Committee collectively:
Two (2) meetings were held during the financial year ended 31 December 2008 and details of the attendance of the members at the Audit Committee meetings were as follows:Name of Audit Committee member No. of meetings attended
Oh Kim Sun Md Ali Md Dewal Abdul Kadir Md Kassim Dato Ikmal Hijaz Hashim
(Appointed on 31 March 2009)
2/2 2/2 2/2 0/0
Oversee the Companys internal control structure to assure operational effectiveness and efficiency, reduce the risk of unreliable financial reporting, protect the Companys assets from misappropriation and encourage legal and regulatory compliance. Assist the Board in identifying the principal risks in the achievement of the Companys objectives and ensuring the implementation of appropriate systemsto manage these risks. Recommend to the Board on the appointment and annual reappointment of the external auditors and their audit fee, after taking into consideration the independence and objectivity of the external auditors and the cost effectiveness of the audit.
ii
The Managing Director/Chief Executive Officer, certain senior management and representatives from the internal and external auditors attended the meetings upon invitation.
iii
iv
Review with the external auditors before the audit commences, the nature and scope of the audit and ensure co-ordination where more than one audit firm is involved. Review with external auditors, their audit report.
xiv Review any related party transactions and conflict of interest situations that may arise within the Company or the Group, including any transaction, procedure or course of conduct that raises questions of Management integrity. xv Consider other matters as defined by the Board.
4.4 Powers of the Audit Committee In carrying out its duties and responsibilities, the Audit Committee will have the following rights:
71
vi Review the quarterly interim results, half-year and annual financial statements of the Company and the Group prior to approval by the Board, focusing particularly on:
Any changes in accounting policies and practices. Significant adjustments arising from the audit. The going concern assumption. Compliance with accounting standards and other
legal requirements. vii Discuss problems and reservations arising from the interim and final audits and any matter the auditors may wish to discuss in the absence of the Management where necessary. viii Review the external auditors management letter and Managements response. ix Review with the external auditors the draft statement to be made by the Board with regard to the state of internal control of the Company and its Group, and report the results thereof to the Board. x Review the assistance and co-operation given by the Company and its Groups officers to the external and internal auditors.
i ii
Explicit authority to investigate any matter within its terms of reference. The resources that are required to perform its duties.
iii Full, free and unrestricted access to any information, records, properties and personnel of the Company and of any other company within its Group. iv Direct communication channels with the external auditors and person(s) carrying out the internal audit function or activity. v Be able to obtain independent professional or other advice and to invite outsiders with relevant experience to attend the Committees meetings (if required) and to brief the Committee.
xi Review any letter of resignation from the external auditors and any questions of resignation or dismissal. xii Review the adequacy of the scope, functions, competency and resources of the Internal Audit function and that it has appropriate standing within the Company and its subsidiary companies to undertake its activities independently and objectively, including but not limited to the following:
vi Be able to convene meetings with the external auditors, the internal auditors or both, excluding the attendance of other directors and employees of the Company, whenever deemed necessary. The attendance at any particular Audit Committee meeting by other Directors and employees of the Company shall be at the Audit Committees invitation and discretion, and must be for the specific agenda to the relevant meeting. Where the Audit Committee is of the view that a matter reported by it to the Board has not been satisfactorily resolved resulting in a breach of Bursa Securities Listing Requirements, the Audit Committee must promptly report such matter to Bursa Securities.
4.5 Audit Committee meetings i The Audit Committee will meet at least four (4) times in each financial year although additional meetings may be called at any time, at the discretion of the Audit Committee Chairman.
Reviewing and approving the Annual Internal Audit
Plan and ensuring adequate risk and governance coverage; Reviewing the results of the internal audit process and where necessary ensuring that appropriate actions are taken on the recommendations of the internal auditors; Reviewing the overall performance of the Internal Audit function; Approving any appointment or termination of the party that provides the internal audit function; and Taking cognisance of resignations of senior internal audit staff members and provide the resigning staff member an opportunity to submit his/her reasons for resigning.
ii
The quorum for each meeting shall consist of at least two (2) members, both of whom shall be Independent Directors.
iii Recommendations of the Audit Committee are submitted to the Board for approval. iv The Secretaries of the Audit Committee and/or their representatives shall be in attendance at all Audit Committee meetings and record the proceedings of the meeting thereat.
xiii Consider the major findings of internal investigations and Managements response.
AuDit cOmmittee RePORt
72
Minutes of each meeting shall be kept as part of the statutory record of the Company upon adoption by the Audit Committee.
SUMMARy Of AcTIVITIES Of AUDIT cOMMITTEE fOR THE fINANcIAL yEAR ENDED 31 DEcEMBER 2008
vi A resolution in writing signed and approved by all the Audit Committee members who may at the time be present in Malaysia and who are sufficient to form a quorum, shall be valid and effectual as if it had been passed at a meeting of the Audit Committee duly called and constituted. All such resolution shall be forwarded or otherwise delivered to the Secretaries of the Audit Committee without delay and shall be recorded by him in the Companys Minute Book. Any such resolution may consist of several documents in like form each signed by one or more Audit Committee members. vii A meeting of the Audit Committee may be held by means of telephone, video conference or telephone conference or other telecommunication facilities, which permits all persons participating in the meeting to communicate with each other. A person so participating shall be deemed to be present in person at such meeting and shall be counted in a quorum and be entitled to vote. viii The Managing Director and/or the Chief Executive Officer and/or other appropriate officer may be invited to attend where their presence are considered appropriate as determined by the Audit Committee Chairman. ix The internal and/or external auditors have the right to appear and be heard at any meeting of the Audit Committee and are recommended to attend each Audit Committee meeting. x Upon the request of the auditor(s), the Audit Committee Chairman shall also convene a meeting of the Audit Committee to consider any matter the auditor(s) believes should be brought to the attention of the Board or the shareholders.
As the Company was only listed on Bursa Securities on 18 November 2008, the Audit Committee has had only two (2) meetings during the financial year ended 31 December 2008. The internal and external auditors, the Managing Director/Chief Executive Officer and members of the senior management attended most of the meetings and the following matters, inter-alia, were reviewed: i ii Financial results. External auditors plan, strategy and scope of statutory audits of the Groups financial statements.
INTERNAL AUDIT fUNcTION
6.1 The Company outsources its internal audit function to UEM Group Management Sdn Bhd (UEMGM) which has adequate resources and has appropriate standing to undertake its activities independently and objectively to assist the Audit Committee in discharging its duties and responsibilities more effectively. The head of the Internal Audit reports directly to the Audit Committee. As at 31 December 2008, the reimbursable costs incurred for the audit function is RM161,655. 6.2 It is the responsibility of Internal Audit to provide the Audit Committee with independent and objective reports on the state of internal control of the various operating divisions within the Group, and the extent of compliance of the divisions with the Groups established policies and procedures as well as relevant statutory requirements.
xi The Audit Committee shall meet with external auditors without the presence of the Executive Director and Management at least twice a year, and whenever deemed necessary.
stAtement On inteRnAL cOntROL

The Malaysian Code on Corporate Governance requires listed companies to maintain a sound system of internal control to safeguard shareholders investments and the companies assets. Bursa Malaysia Securities Berhad (Bursa Securities) Listing Requirements necessitate directors of listed companies to include a statement in their annual reports on the state of the internal controls in the company and the group. Bursa Securities Statement On Internal Control: Guidance For Directors of Public Listed Companies (Guidance) provides guidance for compliance with these requirements. The Board of Directors (Board) is pleased to provide the following statement on the nature and scope of internal control of the Company and of the Group during the year, which has been prepared in accordance with the Guidance.
BOARD RESPONSIBILITIES cONTROL STRUcTURE & MONITORINg AcTIVITIES 73
Apart from Risk Management activities, other key elements of the control structure of the Group are:
Board Committees To promote corporate governance and transparency, Board Committees were set up by the Company. Specific terms of reference and authority are assigned to the Board Committees for areas within their scope.
The Board Committees formed by the Company are:
Audit Committee Nominations & Remuneration Committee Board Development Committee Board Tender Committee
The Board recognises the importance of sound internal control and Risk Management practices to good corporate governance. The Board acknowledges that it is ultimately responsible for the Groups system of internal control, which includes the establishment of an appropriate control environment and framework, as well as reviewing its adequacy and integrity. The system covers controls relating to financial, operational, Risk Management, management information systems and compliance with applicable laws, regulations, rules directives and guidelines. Generally, the need or requirement for a system of internal control is designed to meet the business objectives and to manage the risks to which the companies are exposed to. It should be noted however, that any internal control system, by nature, provides only reasonable and not absolute assurance against material misstatement, loss and fraud.
RISK MANAgEMENT
The Committees report to the Board and make recommendations for the Boards decision.
Board Meetings Regular Board meetings are scheduled. The Chairman in consultation with the Managing Director/Chief Executive Officer decides the agenda items for the meetings. Board papers are distributed to the members ahead of the meetings and Board members have access to all relevant information. Any urgent business is dealt with and decided only after all the required information is presented and deliberated.
This ensures that the Board maintains full and effective supervision over key issues.
Group and Organisational Structure The Group has a well-defined structure that is aligned to business and operational requirements. Additionally, clear lines of accountability and responsibility have been set and communicated via Organisation Charts, Strategic Plans, Budgets and Authority Limits. Strategic Plans & Budgets The Group undertakes a comprehensive strategy review and budgeting process to establish goals and targets against which performance is monitored on an ongoing basis. The Board participates in the review and approval of the Strategic Plans and Budget.
Risk Management is firmly embedded in the Groups system of internal control as it is regarded by the Board to be an integral part of the operations and strategic planning. The Group has in place a Risk Management Framework to guide the Risk Management process and to streamline the Risk Management reporting for the Group. This structured and enterprise-wide approach to Risk Management provides the fundamental steps towards protecting the investment of its shareholders as well as its assets. Further details on Risk Management are included in pages 76 to 77 of this report.
A periodic monitoring and reporting system is in place which highlights significant variances of key performance indicators against plans and budget to monitor performance, with key variances investigated and followed up by management. The quarterly financial results, announced to shareholders are prepared by Management and reviewed by the Audit Committee prior to recommendation to the Board for approval. This enables the Board to give their input and guidance on areas requiring their attention.
stAtement On inteRnAL cOntROL
74
Authority Limits and Approved Policies UEM Land Holdings has Discretionary Authority Limits (DAL) that specify the approval limits for financial and non-financial transactions. The purposes of the DAL are to provide limits to enable decisions to be taken timely and at the same time provide a check and balance on the amounts and types of commitments that Management can undertake on behalf of the Group.
Information and Communication Technology (ICT) Security Policies The Groups ICT Security Policies prescribe the requirements to maintain an adequate level of security for IT systems and information used to support the Groups activities. Human Resource System Manpower planning, selection and recruitment are carried out to ensure that key positions in the Group, are filled by staff with the relevant competencies. A computerised Human Resource Management System provides a comprehensive employee database and an efficient support system for managing human resource functions.
The Board has also approved significant financial and operating policies, which were drawn up to comply with laws and regulations where applicable, to guide the behaviour of Management in performing their day-to-day operations.
Quality Management System The Group has a dedicated quality control team for quality assurance, project monitoring and occupational safety and health and environment. The quality control team monitors the projects in terms of technical findings and defects inspection and ensures that the products constructed and delivered are in accordance with contract specifications and internal guidelines.
The Groups Quality Management Systems was awarded the ISO 9001:2000 in November 2008 and this was further upgraded to an even higher standard with the MS ISO9001:2008 certification. These certifications promote the adoption of a process approach to development, implementation and improvement of our Quality Management System. This approach emphasises the importance of understanding customers and meeting their various stringent requirements. UEM Land Berhad (UEM Land) was also certified to an upgraded Occupational Safety and Health, OSHAS 18001:2007, in November 2008, reflecting our commitment to safeguard the health and safety of our employees, customers and suppliers. Constantly, striving to achieve even higher standards of environmental management to mitigate the impact of our projects on the environment, UEM Land implemented a comprehensive Environment Management System in January 2009. This is scheduled to proceed with SIRIM certification to MS ISO 14001:2004 standards in October 2009.
Insurance on Key Assets Adequate insurances of the major assets and resources of the Group are in place to ensure that these are sufficiently covered against any mishaps that may result in material losses to the Group. Management Information System Comprehensive Management Information Systems exist throughout the Group. Relevant data is captured, compiled, analysed and reported. These systems enable Management to make decisions in an accurate and timely manner towards meeting the targeted business objectives.
A standardised, robust Performance Management System is adopted throughout the Group to ensure that monitoring and measuring of implementation progress is complete, coherent and clear, and to provide a platform for improving employees performance. At senior management level, a strategic performance management approach via key performance indicators (KPIs) has been adopted using the Balanced Scorecard concept, in line with the Governments guidelines for Government Linked Companies. With this approach, the Group can establish their Corporate Scorecards, and cascade these KPIs to the Heads of Division and other employees. The Corporate KPIs are based on the Groups 5-point focus value creation strategies and create greater visibility and transparency over the performance metrics, for better control of subsidiaries within the Group. Training needs analysis in the Group is facilitated through UEM Group Berhads training centre called UEM Academy. Courses are prioritised according to the results of the analysis and the employees are sent to the relevant courses to enhance their knowledge, skills and abilities. Leadership Management Programs are in place to identify and nurture emerging leaders and employees with high potential, as well as to enhance the leadership skills of existing leaders. This will ensure that the Group has a robust leadership inventory to meet future challenges and for succession planning. These initiatives are facilitated by UEM Academy and UEM Leadership Centre.
Code of Conduct All employees are required to sign and adhere to the Groups Code of Conduct, which emphasises corporate values. The Code of Conduct represents the undertakings by the employees to the minimum standard of behaviour and ethical conduct of the Group.
Internal Audit The Group has in place an adequately resourced internal audit function at UEM Group Management Sdn Bhd (UEMGM), which provides the Audit Committee and Board with much of the assurance they require regarding the adequacy and effectiveness of Risk Management, internal control and governance systems.
cONcLUSION
75
For the financial year under review, after due and careful inquiry and based on the information and assurance provided, the Board is satisfied that a system of internal control is in place. The statement is made in accordance with the resolution of the Board dated 31 March 2009.
This is done through ongoing reviews of internal controls relating to operational, financial and management information systems, as well as reviews of the Groups compliance with the principles and best practices of the Malaysian Code on Corporate Governance. To ensure the adequacy of coverage, internal audit assignments are prioritised based on the results of the Risk Management exercise, audit cycle and discussions with senior management. The Annual Internal Audit Plan is presented to the Audit Committee for approval. The Audit Committee holds regular meetings to deliberate on audit findings and recommendations, and report them back to the Board. The internal audit activities undertaken by UEMGM are in conformance with the International Standards for the Professional Practice of Internal Auditing issued by the Institute of Internal Auditors. Transformation Program for Government-Linked Companies The Putrajaya Committee on Government-Linked Companies (GLCs) High Performance was set up by the Government to design and implement comprehensive national policies and guidelines to transform GLCs into high performing entities and establish the institutional framework to program-manage and subsequently to oversee the execution of these policies and guidelines. The initiatives that have been implemented in the Group include: i ii iii Review and revamp procurement; Manage and develop human capital; and Intensify performance management.
Business Continuity Management The Business Continuity Management Plan was established to ensure that the Group is able to continue operations and minimise business disruptions in the event of any major disaster. The Business Continuity initiatives are continuously being reviewed. Joint ventures and associates In the case of material joint ventures and associate companies, the Group is represented through Board representatives. However, the management of the joint ventures/associate companies are responsible for the administration, operation and performance of the joint venture/ associate companies. Financial and operational information of these joint ventures/associate companies are provided regularly to the Management of the Group.
RisK mAnAgement
76 OVERVIEW OVERALL ENTERPRISE-RISK MANAgEMENT POLIcy
UEM Land Holdings Berhad (UEM Land Holdings or the Company) and its group of companies (the Group) is the flagship company for the real estate investment and development business of UEM Group Berhad and is involved in a broad range of activities within the industry. Currently, the Groups main focus is the development of its extensive reserves of land in Johor, known as Nusajaya, with the main aim of positioning Nusajaya as a regional city and one of the key drivers of Iskandar Malaysia. The acquisition of Blocks 2024 in Cyberjaya during the year under review also saw the Group starting its expansion into other areas outside Iskandar Malaysia and marks a significant step in the Groups journey towards realising its vision to become a global community builder. The opportunities and other benefits of this development also carry with them new risks and challenges to the Group. Being aware and alert to this scenario, the Group has diligently taken measures to integrate all possible consequences of the existing and new businesses into its risk management system to handle both actual and anticipated events that will affect the Group as a whole. To address and manage these risks the Board of Directors (Board) has embraced an Enterprise-Wide Risk Management strategy. A Risk Management Framework has been established since 2006 and to assist the Board in carrying out its responsibilities, a Risk Management Committee (RMC ) was set up comprising the top management and senior management from various functional responsibilities. The Managing Director/Chief Executive Officer is the Chairman of the RMC. The Board monitors the principal risk of the Group through the RMC and the Audit Committee. Risk identification and mitigation activities are embedded in the overall strategic planning, business planning and decision making processes. As such, the comprehensive system is able to assist the Group to address strategic and operational risks by helping it to identify and take the best course of preventive and corrective actions. Preventive measures are taken to prevent certain events from happening, while corrective measures are designed to mitigate the effect of unavoidable events on the Company. Both preventive and corrective steps that are initiated and undertaken by the Companys risk management apparatus follow all planned methods for handling identified risks, and are always formulated to embody the best treatment for the risks, while minimising costs and keeping the Companys overall objectives and stakeholders interests at the forefront. Lines of communication between the various committees and risk owners are always kept open, and together with other efforts already mentioned, has made Risk Management an integral part of the Companys corporate culture.
Generally, the Risk Management policy of the Group is to put in place an adequate and effective process of managing risks that will enable it to achieve business objectives and provide reasonable assurance to the Board and other stakeholders on the state of internal controls of the Company and its ability to increase shareholders value and confidence.
OVERALL ENTERPRISE-RISK MANAgEMENT fRAMEWORK
The Risk Management framework of the Group has been designed to be comprehensive in that it encompasses effective policies, objectives, clear lines of responsibilities and accountabilities. Everyone in the organisation is involved in Risk Management and has been made aware of the requirements of the system and their roles and duties in it. In a nutshell, the Groups Risk Management Framework provides clear guidelines on the following:
The overall Risk Management policy of the Group; The key objective of Risk Management; The Risk Management Guiding Principles; The Groups Risk Appetite and how different magnitudes of risk exposures are to be managed and monitored ; The risks which are unacceptable to the Group and to be avoided; and The roles of the Board, the Management, the Risk Management Committee, the Risk Owners and the Risk Management Secretariat.
ENTERPRISE-RISK MANAgEMENT PROcESS

STEP 1 STEP 2 STEP 3
77
Determine policy, objectives and define risk
Risk Identification
Risk Assessment
Corporate Risk Key objectives for

Management policy Risk Management Define risk Acceptable risk appetite
Identify internal and

external forces of risk Recognise risk areas Types of risks
Likelihood Impact Overall risk

rating matrix
INTERNAL cONTROL
STEP 6
STEP 5
STEP 4
Monitor and Review Risks
Frequent reviews Environment & organisation Strategy
Risk Management or Treatment
Risk Evaluation & Prioritisation
Accept Avoid Transfer Reduce likelihood and/

or impact
Identify acceptable
or unacceptable risks Prioritise risks for treatment
ENTERPRISE-RISK MANAgEMENT ASSESSMENT
cONcLUSION
Consistent with Risk Management being a continuous process, regular reviews on the nature and magnitude of the risks faced and the status of action plans are performed by the RMC, and then reported to the Audit Committee to deliberate and to the Board for notation. Similar Risk Management Frameworks, Committees and the processes also exist in all operating subsidiaries and projects undertaken by the Group. The RMC met formally on a quarterly basis, to review the risk profile of the Group and the result of these reviews are tabled to, and deliberated by the Audit Committee and the Board.
The Board is of the opinion that the Groups Risk Management system is effective and functioning adequately, and that everyone in the Group has been made aware of and alert to the requirements of the system and its procedures. The Board has also found that all identified risks are being managed to an acceptable level, and that the system is proficient in helping to keep the Group in line with its long-term goals and objectives.
cOMMUNIcATION
As the key driver of Iskandar Malaysia, we are well-placed and well-timed to maximise our opportunities with our participation and established base.
unLOcKing OuR POtentiAL
East Ledang
JSNAC
Directors report
80
Directors report The directors have pleasure in presenting their report together with the audited financial statements of the Group and of the Company for the financial period ended 31 December 2008. principal activities The Company was incorporated on 20 August 2008 pursuant to the Restructuring exercise by UEM World Berhad (UEM World) as announced by UEM World on 15 February (Restructuring Scheme) which resulted in the Company became the holding company of UEM Land Berhad (formerly known as UEM Land Sdn. Bhd.)("UEMLB") and its group of companies. The principal activity of the Company is investment holding. The principal activities of the subsidiaries are property development, turnkey development and construction, land trading, property investment, project procurement and management and investment holding. There have been no significant changes in the nature of the principal activities of the subsidiaries during the financial year. The Restructuring Scheme resulted in the listing and quotation of the Companys entire issued and paid-up ordinary shares of RM0.50 each on the Main Board of Bursa Malaysia Securities Berhad on 18 November 2008. The Restructuring Scheme is disclosed in Note 35(a) to the financial statements. results Group RM000 Profit/(loss) for the year/period Attributable to: Equity holders of the Company Minority interests 74,189 880 75,069 (1,503) (1,503) 75,069 company RM000 (1,503)
There were no material transfers to or from reserves or provisions during the financial year/period, other than as disclosed in the financial statements. In the opinion of the directors, the results of the operations of the Group and of the Company during the financial year/period were not substantially affected by any item, transaction or event of a material and unusual nature. DiviDenDs The directors do not recommend the payment of any dividend in respect of the current financial period. Directors The names of the directors of the Company in office since the date of incorporation and at the date of this report are: Tan Sri Dr Ahmad Tajuddin Ali Wan Abdullah Wan Ibrahim Dato Ahmad Pardas Senin Abdul Kadir Md. Kassim Md. Ali Md. Dewal Oh Kim Sun Mohd Zakir Omar Azmy Mahbot (appointed on 15 September 2008) (appointed on 15 September 2008) (appointed on 15 September 2008) (appointed on 15 September 2008) (appointed on 15 September 2008) (appointed on 15 September 2008) (first director, resigned on 16 September 2008) (first director, resigned on 16 September 2008)
Directors benefits Neither at the end of the financial period, nor at any time during that period, did there subsist any arrangement to which the Company was a party, whereby the directors might acquire benefits by means of acquisition of shares and debentures of the Company or any other body corporate, other than those pursuant to or in furtherance of the Employee Equity Scheme ("EES") with regards to shares of UEM World in conjunction with UEM Group Berhad ("UEM"), the Companys immediate holding company, group wide restructuring scheme in 2003. Since the date of incorporation, no director has received or become entitled to receive a benefit (other than benefits included in the aggregate amount of emoluments received or due and receivable by the directors or the fixed salary of a full-time employee of the Company as shown in Note 5 to the financial statements) by reason of a contract made by the Company or a related corporation with any director or with a firm of which he is a member, or with a company in which he has a substantial financial interest. Directors interests According to the register of directors shareholdings, the interests of directors in office at the end of the financial period in shares in the Company and its related corporations during the financial period were as follows: NuMbeR of oRdiNaRy ShaReS of RM0.50 each At date of appointment The company direct interest Wan Abdullah Wan Ibrahim Dato Ahmad Pardas Senin
#
81
During the period Accepted/Bought Sold
At 31.12.2008
375,000 # 2,500,000 @
375,000 2,500,000
Shares issued to replace 300,000 UEM World shares pursuant to the distribution of dividend-in-specie of 5 of the Companys shares for every 4 UEM World shares held. Include 1,250,000 of the Companys shares issued to replace 1,000,000 UEM World shares pursuant to the distribution of dividend-inspecie of 5 of the Companys shares for every 4 UEM World shares held.
NuMbeR of oRdiNaRy ShaReS of RM0.25 each At date of appointment Related company PLUS Expressways Berhad direct interest Dato Ahmad Pardas Senin Abdul Kadir Md. Kassim indirect interest Oh Kim Sun During the period Bought Sold At 31.12.2008
20,000 40,000
20,000 40,000
180,000
(180,000)
Directors report
82
Directors interests (contD.) NuMbeR of oRdiNaRy ShaReS of RM1.00 each At date of appointment Related company Pharmaniaga Berhad indirect interest Oh Kim Sun During the period Bought Sold At 31.12.2008
177,000
177,000
share capital The Company was incorporated on 20 August 2008 with an authorised share capital of 5,000,000,000 ordinary shares of RM0.50 each and 200,000,000 mandatory convertible redeemable preference shares of RM0.01 each, and an issued and paid-up share capital of RM2, represented by 4 shares of RM0.50 each. During the financial period, the Company issued 2,428,176,907 new ordinary shares of RM0.50 each at an issue price of RM0.52 per ordinary share amounting to RM1,214,088,453.50 as purchase consideration for the acquisition of UEMLB to the following parties: (i) UEM for the acquisition of 623,867,734 ordinary shares of RM0.50 each representing 28.54% equity interest in UEMLB from UEM for the sum of RM357,969,543 via the issuance of 693,068,053 new ordinary shares of the Company.
(ii) UEM World for the acquisition of 1,561,864,562 ordinary shares of RM0.50 each representing 71.46% equity interest in UEMLB from UEM World for the sum of RM896,183,457 via the issuance of 1,735,108,854 new ordinary shares of the Company. The new ordinary shares rank pari passu in all respects with the existing ordinary shares of the Company. On 18 November 2008, pursuant to the Restructuring Scheme, the entire 2,428,176,911 ordinary shares of RM0.50 each of the Company in issue were listed and quoted on the Main Board of the Bursa Malaysia Securities Berhad. other statutory information (a) Before the income statements and balance sheets 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 allowance for doubtful debts and satisfied themselves that all known bad debts had been written off and that adequate allowance had been made for doubtful debts; and
(ii) to ensure that any current assets which were unlikely to realise their values 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. (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 allowance for doubtful debts in the financial statements of the Group and of the Company inadequate to any substantial extent; and
(ii) the values attributed to the current assets in the financial 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.
other statutory information (contD.) (d) At the date of this report, the directors are not aware of any circumstances not otherwise dealt with in this report or the financial statements of the Group and of the Company which would render any amount stated in the financial statements misleading. (e) 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 financial period which secures the liabilities of any other person; or
83
(ii) any contingent liability of the Group or of the Company which has arisen since the end of the financial period. (f) In the opinion of the directors: (i) no contingent or other liability has become enforceable or is likely to become enforceable within the period of twelve months after the end of the financial period 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 financial period 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 financial period in which this report is made. siGnificant events Significant events are disclosed in Note 35 to the financial statements. auDitors The auditors, Ernst & Young, have expressed their willingness to continue in office. Signed on behalf of the Board in accordance with a resolution of the directors dated 26 February 2009.
Tan Sri dr ahmad Tajuddin ali Chairman
Wan abdullah Wan ibrahim Managing Director/Chief Executive Officer
statement by Directors
84
pursuant to section 169(15) of the companies act, 1965 We, Tan Sri Dr Ahmad Tajuddin Ali and Wan Abdullah Wan Ibrahim, being two of the directors of UEM Land Holdings Berhad, do hereby state that, in the opinion of the directors, the accompanying financial statements set out on pages 88 to 143 are drawn up in accordance with the provisions of the Companies Act, 1965 and applicable Financial Reporting Standards in Malaysia so as to give a true and fair view of the financial position of the Group and of the Company as at 31 December 2008 and of the results and the cash flows of the Group and of the Company for the period then ended. Signed on behalf of the Board in accordance with a resolution of the directors dated 26 February 2009.
Tan Sri dr ahmad Tajuddin ali Chairman
Wan abdullah Wan ibrahim Managing Director/Chief Executive Officer
statutory Declaration
pursuant to section 169(16) of the companies act, 1965 I, Mohd Zakir Omar, being the officer primarily responsible for the financial management of UEM Land Holdings Berhad, do solemnly and sincerely declare that the accompanying financial statements set out on pages 88 to 143 are in my opinion correct, and I make this solemn declaration conscientiously believing the same to be true and by virtue of the provisions of the Statutory Declarations Act, 1960.
85
Subscribed and solemnly declared by the abovenamed Mohd Zakir Omar at Kuala Lumpur in the Federal Territory on 26 February 2009 Before me,
Mohd Zakir omar
inDepenDent auDitors report

to the members of uem lanD holDinGs berhaD
86
We have audited the financial statements of UEM Land Holdings Berhad, which comprise the balance sheets as at 31 December 2008 of the Group and of the Company, and the income statements, statements of changes in equity and cash flow statements of the Group and of the Company for the period then ended, and a summary of significant accounting policies and other explanatory notes, as set out on pages 88 to 143 . Directors responsibility for the financial statements The directors of the Company are responsible for the preparation and fair presentation of these financial statements in accordance with Financial Reporting Standards and the Companies Act, 1965 in Malaysia. This responsibility includes: designing, implementing and maintaining internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances. auDitors responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with approved standards on auditing in Malaysia. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on our judgment, including the assessment of risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the Companys preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Companys internal control. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. opinion In our opinion, the financial statements have been properly drawn up in accordance with Financial Reporting Standards and the Companies Act, 1965 in Malaysia so as to give a true and fair view of the financial position of the Group and of the Company as at 31 December 2008 and of the financial performance and cash flows of the Group and of the Company for the period then ended. report on other leGal anD reGulatory requirements In accordance with the requirements of the Companies Act, 1965 in Malaysia, we also report the following: (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 accounts and the auditors reports of all the subsidiaries of which we have not acted as auditors, which are indicated in Note 38 to the financial statements. (c) We are satisfied that the accounts of the subsidiaries that have been consolidated with the financial statements of the Company are in form and content appropriate and proper for the purposes of the preparation of the consolidated financial statements and we have received satisfactory information and explanations required by us for those purposes. (d) The auditors reports on the accounts of the subsidiaries were not subject to any qualification and did not include any comment required to be made under Section 174(3) of the Act.
other matters This report is made solely to the members of the Company, as a body, in accordance with Section 174 of the Companies Act, 1965 in Malaysia and for no other purpose. We do not assume responsibility to any other person for the content of this report.
87
ernst & young AF: 0039 Chartered Accountants Kuala Lumpur, Malaysia 26 February 2009
ahmad Zahirudin bin abdul Rahim No. 2607/12/10(J) Chartered Accountant
income statements
for the year enDeD 31 December 2008
88
Group 1.1.2008 to 31.12.2008 rm000 1.1.2007 to 31.12.2007 rm000
company 20.08.2008 to 31.12.2008 rm000
note continuing operations Revenue Cost of sales Gross profit Other income Selling and distribution expenses Other expenses Operating profit/(loss) Finance costs Share of result of associates Share of result of jointly controlled entities Profit/(loss) before income tax Income tax Profit/(loss) for the year/period from continuing operations Attributable to: Equity holders of the Company Minority interests 5 6 3 4
511,647 (381,159) 130,488 2,678 (21,603) (40,704) 70,859 (6,367) 5,741 5,467 75,700 (631) 75,069
1,871,548 (1,360,626) 510,922 30,634 (3,570) (81,982) 456,004 (594) 4,084 (2,215) 457,279 72,464 529,743
(1,503) (1,503) (1,503) (1,503)
74,189 880 75,069
529,128 615 529,743
(1,503) (1,503)
Earnings per share attributable to equity holders of the Company (sen): Basic, for profit for the year Diluted, for profit for the year 8 8 3.1 2.4 24.7 18.5
The accompanying notes form an integral part of the financial statements.
balance sheets
as at 31 December 2008
Group note assets Non-current assets Property, plant and equipment Prepaid land lease payments Land held for property development Investment in subsidiaries Investment in associates Investment in joint ventures Long term investments Long term receivable Goodwill Non-current deposits Amount due from subsidiary current assets Property development costs Inventories Receivables Amount due from immediate holding company Amount due from joint ventures Amount due from associates Short term investments Short term deposits Cash and bank balances Assets of disposal group classified as held for sale total assets 22 23 24 25 15 14 26 20 20 9 711,644 35,905 447,472 74,272 27,022 7 6,595 26,810 1,329,727 28,518 3,060,552 564,829 34,797 282,527 419 24,442 28,574 7 29,117 27,274 991,986 38,705 2,717,725 10 11 12 13 14 15 16 17 18 20 21 12,359 334 1,544,300 15,081 25,211 158 64,223 39,223 1,418 1,702,307 10,725 407 1,546,824 11,563 10,586 765 65,523 39,223 1,418 1,687,034 2008 rm000 2007 rm000
company 2008 rm000
89
1,254,153 152,264 1,406,417 1,406,417
balance sheets
as at 31 December 2008 contd.
90
Group note equity anD liabilities equity attributable to equity holders of the company Share capital Merger relief reserves Other reserves Accumulated losses Minority interests total equity Non-current liabilities Borrowings Deferred tax liabilities 29 19 590,661 144,997 735,658 current liabilities Provisions Payables Borrowings Amount due to immediate holding company Tax payable Liabilities of disposal group classified as held for sale Total liabilities Total equity and liabilities 30 31 29 25 35,370 389,546 8,633 187,872 938 622,359 1,358,017 3,060,552 34,583 261,217 10,710 68,389 1,378 376,277 947 1,081,590 2,717,725 549,579 154,787 704,366 27 28 1,214,088 34,330 47,027 (45,290) 1,250,155 452,380 1,702,535 1,214,088 34,330 63,132 (126,915) 1,184,635 451,500 1,636,135 2008 rm000 2007 rm000
company 2008 rm000
1,214,088 34,330 (1,503) 1,246,915 1,246,915
159,502 159,502 159,502 1,406,417
statements of chanGes in equity

91
attributable to equity holDers of the company non-Distributable Share capital RM000 1,214,088 Merger relief reserves RM000 34,330 Other Accumulated reserves losses RM000 RM000 63,132 (126,915)
minority interests #
total equity
GROUp at 1 January 2008 Foreign currency translation differences, representing net loss recognised directly in equity Profit for the year Total recognised income and expense for the year Share options: granted transferred at 31 december 2008
Note
Total RM000 1,184,635
RM000 451,500
RM000 1,636,135
28(ii)
(9,113) (9,113)
74,189 74,189
(9,113) 74,189 65,076
880 880
(9,113) 75,069 65,956
1,214,088
34,330
444 (7,436) 47,027
7,436 (45,290)
444 1,250,155
452,380
444 1,702,535
at 1 January 2007 Foreign currency translation differences, representing net gain recognised directly in equity Profit for the year Total recognised income and expense for the year Issue of ordinary shares Net accretion of interest in subsidiary Share options granted under EES at 31 december 2007
867,554
22,894
(90,053)
(656,043)
144,352
559,293
703,645
346,534 1,214,088
11,436 34,330
354 354 147,363 5,468 63,132
529,128 529,128 (126,915)
354 529,128 529,482 505,333 5,468 1,184,635
615 615 (108,408) 451,500
354 529,743 530,097 505,333 (108,408) 5,468 1,636,135
Included in the minority interests is the Redeemable Convertible Preference Shares held by UEM Group Berhad amounting to RM450 million, details of which are disclosed in Note 29.
statements of chanGes in equity

for the year enDeD 31 December 2008 contd.
92
non-Distributable Share capital RM000 Merger relief reserves RM000 Accumulated losses RM000 (1,503) (1,503) Total equity RM000 (1,503) 1,248,418 1,246,915
COMpANY at date of incorporation Loss for the period, representing total recognised income and expense for the period Issue of ordinary shares (Note 27) at 31 december 2008
*
1,214,088 1,214,088
34,330 @ 34,330
*
@
The Company was incorporated on 20 August 2008 with an issued and paid up capital of RM2 represented by 4 ordinary shares of RM0.50 each. Net of expenses incurred in relation to the issue of ordinary shares.
cash flow statements

Group 1.1.2008 to 31.12.2008 rm000 cash flows from operating activities Cash receipts from customers Repayment from previous immediate holding company Receipts from other related parties Receipts from joint ventures Cash payments to suppliers Cash payments to contractors Cash payments for land and development related costs Cash payments to other related parties Cash payments to employees and for expenses Cash (used in)/generated from operations Net income tax paid Interest received Net cash used in discontinued operations Net cash (used in)/generated from operating activities cash flows from investing activities Dividend received from associate Proceeds from disposals of: property, plant and equipment long term investments Purchase of property, plant and equipment Equity contribution to joint venture Investment in land held for property development Investment in joint venture entities Net cash used in investing activities cash flows from financing activities Proceeds from issuance of ordinary shares Drawdown of bridging loan Advance from immediate holding company Redemption of SPV Bond Transfer to deposits held in trust and reserve accounts Net cash generated from/(used in) financing activities Net decrease in cash and cash equivalents Effects of foreign exchange rate changes Cash and cash equivalents at beginning of year/period cash anD cash equivalents at enD of year/ perioD (note 20) 117,000 117,000 (21,585) (235) 46,639 24,819 505,333 1,841 63,000 (1,935,710) (397) (1,365,933) (36,650) 83,289 46,639 2,250 5 450 (3,816) (50,000) (23,285) (11,539) (85,935) 2,250 4 57 (2,468) (13,061) (5,500) (18,718) 265,656 16,865 125,466 (26,983) (142,867) (160,689) (26,771) (71,309) (20,632) (32,540) 1,198 (676) (52,650) 211,111 114,452 1,452,168 (6,116) (236,085) (112,048) (7,468) (45,875) 1,370,139 (25,898) 3,760 1,348,001 1.1.2007 to 31.12.2007 rm000
company 20.08.2008 to 31.12.2008 rm000
93
notes to the financial statements

31 December 2008
94
(1)
corporate information The Company was incorporated on 20 August 2008 pursuant to the Restructuring Scheme of UEM World with details as disclosed in Note 35(a), which resulted the Company became the holding company of UEMLB and its group of companies. The Company is a public limited liability company, incorporated and domiciled in Malaysia. The registered office of the Company is located at 19-2 Mercu UEM, Jalan Stesen Sentral 5, Kuala Lumpur Sentral, 50470 Kuala Lumpur and the principal place of business is at 16-1 Mercu UEM, Jalan Stesen Sentral 5, Kuala Lumpur Sentral, 50470 Kuala Lumpur. The principal activity of the Company is investment holding. The principal activities of the subsidiaries are property development, turnkey development and construction, land trading, property investment, project procurement and management and investment holding. There have been no significant changes in the nature of the principal activities during the financial period. The immediate holding company of the Company is UEM and the ultimate holding company is Khazanah Nasional Berhad ("Khazanah"), both of which are incorporated in Malaysia. The financial statements were authorised for issue by the Board of Directors in accordance with a resolution of the directors on 26 February 2009.
(2) siGnificant accountinG policies 2.1 basis of preparation The financial statements of the Group and of the Company are prepared under the historical cost convention, unless otherwise disclosed in the summary of significant accounting policies below, and comply with applicable Financial Reporting Standards in Malaysia. The financial statements are presented in Ringgit Malaysia (RM) and all values are rounded to the nearest thousand (RM000) except where otherwise indicated. 2.2 Summary of significant accounting policies (a) basis of consolidation (i) Subsidiaries Subsidiaries are entities over which the Group has the ability to control the financial and operating policies so as to obtain benefits from their activities. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Group has such power over another entity. In the Companys separate financial statements, investments in subsidiaries are stated at cost less impairment losses. On disposal of such investments, the difference between net disposal proceeds and their carrying amounts is included in profit or loss. (ii) Basis of consolidation The consolidated financial statements incorporate the financial statements of the Company for the period from the date of incorporation, 20 August 2008 to 31 December 2008 and of the subsidiaries for the year ended 31 December 2008. The subsidiaries are indicated in Note 38 to the financial statements. Pursuant to the Restructuring Scheme, the Company was introduced as a new parent company. The introduction of the Company constitutes a Group reconstruction and has been accounted for using merger accounting principles as the combination of the companies meet the relevant criteria for merger, thus depicting the combination of those entities as if they have been in the combination for the current and previous financial years. Business combinations involving entities under common control are accounted for by applying the merger accounting method. The assets and liabilities of the combining entities are reflected at their carrying amounts reported in the consolidated financial statements of the controlling holding company. Any difference between the consideration paid
(2)
siGnificant accountinG policies (contD.) 2.2 Summary of significant accounting policies (contd.) (a) basis of consolidation (contd.) (ii) Basis of consolidation (Contd.) and the share capital of the acquired entity is reflected within equity as merger reserve/deficit. The income statement reflects the results of the combining entities for the full year, irrespective of when the combination takes place. Comparatives are presented as if the entities had always been combined since the date the entities had come under common control. For other subsidiaries, they are consolidated from the date of acquisition, being the date on which the Group obtains control, and continue to be consolidated until the date that such control ceases. In preparing the consolidated financial statements, intragroup balances, transactions and unrealised gains or losses are eliminated in full. Uniform accounting policies are adopted in the consolidated financial statements for transactions and events in similar circumstances. Acquisitions of subsidiaries are accounted for using the purchase method. The purchase method of accounting involves allocating the cost of the acquisition to the fair value of the assets acquired and liabilities and contingent liabilities assumed at the date of acquisition. The cost of an acquisition is measured as the aggregate of the fair values, at the date of exchange, of the assets given, liabilities incurred or assumed, and equity instruments issued, plus any costs directly attributable to the acquisition. Any excess of the cost of the acquisition over the Groups interest in the net fair value of the identifiable assets, liabilities and contingent liabilities represents goodwill. Any excess of the Groups interest in the net fair value of the identifiable assets, liabilities and contingent liabilities over the cost of acquisition is recognised immediately in profit or loss. Minority interests represent the portion of profit or loss and net assets in subsidiaries not held by the Group. It is measured at the minorities share of the fair value of the subsidiaries identifiable assets and liabilities at the acquisition date and the minorities share of changes in the subsidiaries equity since then. (iii) Associates Associates are entities in which the Group has significant influence and that is neither a subsidiary nor an interest in a joint venture. Significant influence is the power to participate in the financial and operating policy decisions of the investee but not in control or joint control over those policies. Investments in associates are accounted for in the consolidated financial statements using the equity method of accounting. Under the equity method, the investment in associate is carried in the consolidated balance sheet at cost adjusted for post-acquisition changes in the Groups share of net assets of the associate. The Groups share of the net profit or loss of the associate is recognised in the consolidated profit or loss. Where there has been a change recognised directly in the equity of the associate, the Group recognises its share of such changes. In applying the equity method, unrealised gains and losses on transactions between the Group and the associate are eliminated to the extent of the Groups interest in the associate. After application of the equity method, the Group determines whether it is necessary to recognise any additional impairment loss with respect to the Groups net investment in the associate.The associate is equity accounted for from the date the Group obtains significant influence until the date the Group ceases to have significant influence over the associate. When the Groups share of losses in an associate equals or exceeds its interest in the associate, including any long-term interests that, in substance, form part of the Groups net investment in the associates, the Group does not recognise further losses, unless it has incurred obligations or made payments on behalf of the associate.
95

31 December 2008
96
(2)
siGnificant accountinG policies (contD.) 2.2 Summary of significant accounting policies (contd.) (a) basis of consolidation (contd.) (iii) Associates (Contd.) Goodwill relating to an associate is included in the carrying amount of the investment and is not amortised. Any excess of the Groups share of the net fair value of the associates identifiable assets, liabilities and contingent liabilities over the cost of the investment is excluded from the carrying amount of the investment and is instead included as income in the determination of the Groups share of the associates profit or loss in the period in which the investment is acquired. The most recent available audited financial statements or management financial statements of the associates are used by the Group in applying the equity method. Where the dates of the audited financial statements used are not co-terminous with those of the Group, the share of results is arrived at from the audited financial statements available or management financial statements to the end of the accounting period. Uniform accounting polices are adopted for transactions and events in similar circumstances. In the Companys separate financial statements, investments in associates are stated at cost less impairment losses. On disposal of such investments, the difference between net disposal proceeds and their carrying amounts is included in profit or loss. (iv) Joint Ventures Joint ventures are contractual arrangements whereby two or more parties undertake an economic activity that is subject to joint control, and a jointly controlled entity is a joint venture that involves the establishment of a separate entity in which each venturer has an interest. Investments in joint ventures are accounted for in the consolidated financial statements using the equity method of accounting as described in Note 2.2(a)(iii). In the Companys separate financial statements, investments in joint ventures are stated at cost less impairment losses. On disposal of such investments, the difference between net disposal proceeds and their carrying amounts is included in profit or loss. (b) Goodwill Goodwill acquired in a business combination is capitalised as an asset and is initially measured at cost. Following the initial recognition, goodwill is measured at cost less any accumulated impairment losses. The policy for the recognition and measurement of impairment losses is in accordance with Note 2.2(m). Any impairment losses recognised for goodwill shall not be reversed in a subsequent period. (c) Property, plant and equipment and depreciation All items of property, plant and equipment are initially recorded at cost. Subsequent costs are included in the assets carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognised. All other repairs and maintenance are charged to the income statement during the financial year in which they are incurred. Subsequent to recognition, property, plant and equipment are stated at cost less accumulated depreciation and any accumulated impairment losses.
(2)
siGnificant accountinG policies (contD.) 2.2 Summary of significant accounting policies (contd.) (c) Property, plant and equipment and depreciation (contd.) Depreciation of property, plant and equipment is provided on a straight-line basis to write off the cost of each asset to its residual value over the estimated useful life, at the following annual rates: Freehold land and building Renovation Motor vehicles Others 2% 5% - 10% 25% 10% - 50%
97
An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the income statement in the year the asset is derecognised. The assets residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each financial year-end. Upon the disposal of an item of property, plant and equipment, the difference between the net disposal proceeds and the carrying amount is charged or credited to the income statement. (d) cash flow statement and consolidated cash flow statement The cash flow statement and consolidated cash flow statement classify movements in cash and cash equivalents according to operating, investing and financing activities. The Group and the Company do not consider any of its assets other than fixed deposits with licensed financial institutions, cash and bank balances reduced by bank overdrafts as meeting the definition of cash and cash equivalents. (e) Land held for property development and property development costs Land held for property development consists of land where no development activity has been carried out or where development activities are not expected to be completed within the normal operating cycle. Land held for property development is classified within non-current assets and is stated at cost less impairment losses. Cost consists of land and development expenditure which include borrowing costs relating to the financing of the land and development. The policy for the recognition and measurement of impairment losses is in accordance with Note 2.2(m). Profit on sale of land held for property development is recognised only when it is probable that the economic benefits associated with the transaction will flow to the Group. Property development costs are those assets on which significant works have been undertaken and are expected to be completed within the normal operating cycle. Property development costs are stated at cost. Cost consists of land and development expenditure. Development expenditure includes borrowing costs relating to the financing of the land and development. Profit on sale of property development costs is recognised when the outcome of the contract can be reasonably estimated using the percentage of completion method to the extent of total sales value of units sold. The percentage of completion is based on total cost incurred to date over total estimated cost of the project. Provision is made for all foreseeable losses on property development costs. The excess of revenue recognised in the income statement over billings to purchasers is classified as accrued billings within trade receivables and the excess of billings to purchasers over revenue recognised in the income statement is classified as progress billings within payables.

31 December 2008
98
(2)
siGnificant accountinG policies (contD.) 2.2 Summary of significant accounting policies (contd.) (f) construction and turnkey development contracts Where the outcome of construction and turnkey development contracts can be reliably estimated, contract revenue and contract costs are recognised as revenue and expenses respectively by using the stage of completion method. The stage of completion is measured by reference to the proportion of contract costs incurred for work performed to date to the estimated total contract costs. Where the outcome of construction and turnkey development contracts cannot be reliably estimated, contract revenue is recognised to the extent of contract costs incurred that it is probable will be recoverable. Contract costs are recognised as expenses in the period in which they are incurred. When it is probable that total contract costs will exceed total contract revenue, the expected loss is recognised as an expense immediately. When the total of costs incurred on construction and turnkey development contracts plus, recognised profits (less recognised losses), exceeds progress billings, the balance is classified as amount due from customers on contracts. When progress billings exceed costs incurred plus, recognised profits (less recognised losses), the balance is classified as amount due to customers on contracts. (g) Provisions Provisions are recognised when the Group has a present obligation as a result of a past event and it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and a reliable estimate of the amount can be made. Provisions are reviewed at each balance sheet date and adjusted to reflect the current best estimate. Where the effect of the time value of money is material, the amount of a provision is the present value of the expenditure expected to be required to settle the obligation. (h) inventories Completed properties held for sale are stated at the lower of cost and net realisable value. Cost is determined on the specific identification basis and includes cost of land, construction and appropriate development overheads. Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale. (i) income tax Income tax on the profit or loss for the year/period comprises current and deferred tax. Current tax is the expected amount of income taxes payable in respect of the taxable profit for the year/period and is measured using the tax rates that have been enacted at the balance sheet date. Deferred tax is provided for, using the liability method. In principle, deferred tax liabilities are recognised for all taxable temporary differences and deferred tax assets are recognised for all deductible temporary differences, unused tax losses and unused tax credits to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, unused tax losses and unused tax credits can be utilised. Deferred tax is not recognised if the temporary difference arises from goodwill or from the initial recognition of an asset or liability in a transaction which is not a business combination and at the time of the transaction, affects neither accounting profit nor taxable profit.
(2)
siGnificant accountinG policies (contD.) 2.2 Summary of significant accounting policies (contd.) (i) income tax (contd.) Deferred tax is measured at the tax rates that are expected to apply in the period when the asset is realised or the liability is settled, based on tax rates that have been enacted or substantively enacted at the balance sheet date. Deferred tax is recognised as income or an expense and included in the profit or loss for the period, except when it arises from a transaction which is recognised directly in equity, in which case the deferred tax is also recognised directly in equity, or when it arises from a business combination that is an acquisition, in which case the deferred tax is included in the resulting goodwill or the amount of any excess of the acquirers interest is the net fair value of the acquirees identifiable assets, liabilities and contingent liabilities over the cost of the combination. (j) employee benefits (i) Short term benefits Wages, salaries, bonuses and social security contributions are recognised as an expense in the period in which the associated services are rendered by employees of the Group. Short term accumulating compensated absences such as paid annual leave are recognised when services are rendered by employees that increase their entitlement to future compensated absences, and short term non-accumulating compensated absences such as sick leave are recognised when the absences occur. (ii) Defined contribution plan Defined contribution plans are post-employment benefit plans under which the Group pays fixed contributions into separate entities or funds and will have no legal or constructive obligation to pay further contributions if any of the funds do not hold sufficient assets to pay all employee benefits relating to employee services in the current and preceding financial years. Such contributions are recognised as an expense in the profit or loss as incurred. As required by law, companies in Malaysia make such contributions to the Employees Provident Fund (EPF). Some of the Groups foreign subsidiaries also make contributions to their respective countries statutory pension schemes. (iii) Equity-settled share-based payment transactions with employees UEM undertakes an Employee Equity Scheme ("EES") whereby employees (including senior executives) of the Group receive part of their remuneration in the form of share-based payment transaction, entitlement to the EES Shares ("equity-settled transactions"). The cost of equity-settled transactions with employees is measured by reference to the fair value of the options at the date at which they are granted. This cost is recognised as an employee cost in the income statement, together with a corresponding increase in equity, over the period in which the performance and/or service conditions are fulfilled, ending on the date on which the relevant employees become fully entitled to the award ("the vesting date"). No expense is recognised for awards that do not ultimately vest. Where vesting is conditional upon a market condition, it is treated as vesting irrespective of whether or not the market condition is satisfied, provided that all other performance conditions are satisfied. Upon expiry of EES on 22 October 2008, the balance of share based payment reserves were transferred to accumulated losses. (k) foreign currencies The individual financial statements of each entity in the Group are measured using the currency of the primary economic environment in which the entity operates (the functional currency). The consolidated financial statements are presented in Ringgit Malaysia (RM), which is also the Companys functional currency.
99

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100
(2)
siGnificant accountinG policies (contD.) 2.2 Summary of significant accounting policies (contd.) (k) foreign currencies (contd.) In preparing the financial statements of the individual entities, transactions in currencies other than the entitys functional currency (foreign currencies) are recorded in the functional currencies using the exchange rates prevailing at the dates of the transactions. At each balance sheet date, monetary items denominated in foreign currencies are translated at the rates prevailing on the balance sheet date. Non-monetary items carried at fair value that are denominated in foreign currencies are translated at the rates prevailing on the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not translated. Exchange differences arising on the settlement of monetary items, and on the translation of monetary items, are included in profit or loss for the period except for exchange differences arising on monetary items that form part of the Groups net investment in foreign operation. Exchange differences arising on monetary items that form part of the Groups net investment in foreign operation, where that monetary item is denominated in either the functional currency of the reporting entity or the foreign operation, are initially taken directly to the foreign currency translation reserve within equity until the disposal of the foreign operations, at which time they are recognised in profit or loss. Exchange differences arising on monetary items that form part of the Groups net investment in foreign operation, where that monetary item is denominated in a currency other than the functional currency of either the reporting entity or the foreign operation, are recognised in profit or loss for the period. Exchange differences arising on monetary items that form part of the Companys net investment in foreign operation, regardless of the currency of the monetary item, are recognised in profit or loss in the Companys financial statements or the individual financial statements of the foreign operation, as appropriate. Exchange differences arising on the translation of non-monetary items carried at fair value are included in profit or loss for the period except for the differences arising on the translation of non-monetary items in respect of which gains and losses are recognised directly in equity. Exchange differences arising from such non-monetary items are also recognised directly in equity. (l) Revenue recognition Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. The following specific recognition criteria must also be met before revenue is recognised: (i) Property development (a) Sale of developed land Sale of developed land is recognised only when it is probable that the economic benefits associated with the transactions will flow to the Group. (b) construction and turnkey development contracts Revenue from construction and turnkey development contracts are accounted for using the percentage of completion method as described in Note 2.2(f) above. (c) Sale of development properties Revenue from sale of development properties classified as property development costs is accounted for by the percentage of completion method. The percentage of completion is determined by reference to the costs incurred to date to the total estimated costs where the outcome of the projects can be reliably estimated. (d) Sale of completed development properties Sale of completed development properties is recognised only when it is probable that the economic benefits associated with the transactions will flow to the Group.
(2)
siGnificant accountinG policies (contD.) 2.2 Summary of significant accounting policies (contd.) (l) Revenue recognition (contd.) (ii) Strategic land sales Contracts for strategic land sales are recognised only when it is probable that the economic benefits associated with the transactions will flow to the Group. (iii) interest Interest income is recognised on an accrual basis. Where recoverability is uncertain, interest income will be recognised on a receipt basis. (iv) dividends Dividends from subsidiaries, associates and other investments are included in the income statement when the shareholders right to receive payment has been established. (m) impairment of assets The carrying amount of the Groups and the Companys assets are reviewed at each balance sheet reporting date to determine whether there is any indication of impairment. Intangible asset with indefinite useful lives such as goodwill is tested for impairment annually at financial year-end or more frequently if events or changes in circumstances indicate that the carrying value may be impaired either individually or at the cash-generating unit level. The carrying value of development costs is reviewed for impairment annually when the asset is not yet in use or more frequently when an indication of impairment arises during the reporting year. If any such indication exist, or when annual impairment testing for an asset is required, the recoverable amount is estimated and an impairment loss is recognised whenever the recoverable amount of the asset or a cash-generating unit is less than its carrying amount. The recoverable amount of an asset or a cash-generating unit is the higher of its fair value less costs to sell and its value in use. In assessing value in use, the estimated future cash flow are discounted to their present value using pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. Impairment losses of continuing operations are recognised in the income statement in those expense categories consistent with the function of the impaired asset. The impairment loss is recognised in the income statement immediately except for the impairment on a revalued asset where the impairment loss is recognised directly against the revaluation surplus account to the extent of the surplus credited from the previous revaluation for the same asset, with the excess of the impairment loss charged to the income statement. All reversals of impairment losses are recognised as income immediately in the income statement except for the reversal of an impairment loss on a revalued asset where the reversal of the impairment loss is treated as a revaluation increase and credited to the revaluation surplus account of the same asset. An impairment loss is reversed if there has been a change in estimates used to determine the recoverable amount. An impairment loss is only reversed to the extent that the carrying amount of the assets does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment had been recognised. (n) financial instruments Financial instruments are recognised in the balance sheet when the Group has become a party to the contractual provisions of the instrument.
101

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102
(2)
siGnificant accountinG policies (contD.) 2.2 Summary of significant accounting policies (contd.) (n) financial instruments (contd.) Financial instruments are classified as liabilities or equity in accordance with the substance of the contractual arrangement. Interest, dividends, gains and losses relating to a financial instrument classified as a liability, are reported as expense or income. Distributions to holders of financial instruments classified as equity are charged directly to equity. Financial instruments are offset when the Group has a legally enforceable right to offset and intends to settle either on a net basis or to realise the asset and settle the liability simultaneously. (i) other non-current investments Non-current investments other than investments in subsidiaries, associates and joint ventures are stated at cost less accumulated impairment losses. The policy for the recognition and measurement of impairment losses is in accordance with Note 2.2(m). On disposal of an investment, the difference between net disposal proceeds and the carrying amount is charged or credited to the income statement. (ii) Short term investments Short term investments are stated at the lower of cost and market value. Increases or decreases in the carrying amount of investments are credited or charged to the income statement. On disposal of an investment, the difference between net disposal proceeds and the carrying amount is charged or credited to the income statement. (iii) Receivables Receivables are carried at anticipated realisable values. Bad debts are written off when identified. An estimate is made for doubtful debt based on a review of all outstanding amounts as at the balance sheet date. (iv) Payables Payables are stated at cost which is the fair value of the consideration to be paid in the future for goods and services received. (v) interest-bearing borrowings Interest-bearing loans and overdrafts are initially recognised at the fair value of the consideration received less direct attributable transaction costs. After initial recognition, interest bearing borrowings are subsequently measured at amortised cost using the effective interest method. (vi) equity instruments Ordinary shares are classified as equity. Dividends on ordinary shares are recognised in equity in the period in which they are approved and declared. (o) Project development costs Project development costs are recognised as an expense except that costs incurred on an individual development project are recognised as development asset to the extent that such expenditure is expected to generate future economic benefits. Development costs are only recognised as an asset when it is probable that future economic benefits will be realised as a result of the specific expenditure and the costs can be measured reliably.
(2)
siGnificant accountinG policies (contD.) 2.2 Summary of significant accounting policies (contd.) (o) Project development costs (contd.) Following the initial recognition of the development expenditure, the asset is carried at cost less any accumulated impairment losses. The policy for the recognition and measurement of impairment losses is in accordance with Note 2.2(m) except that impairment losses are not written back even if there are changes to circumstances or events that led to the impairment. Development costs are derecognised when they are disposed of or when no future economic benefit is expected from the disposal. Development expenditure that has been capitalised is expensed off over the period of expected future sales from the related project. (p) disposal group held for sale Disposal group is classified as held for sale if its carrying amount will be recovered principally through a sale transaction rather than through continuing use. This condition is regarded as met only when the sale is highly probable and the disposal group is available for immediate sale in its present condition subject only to terms that are usual and customary. Immediately before classification as held for sale, the measurement of all the assets and liabilities in a disposal group is brought up-to-date in accordance with applicable FRS 5. Then, on initial classification as held for sale, disposal group are measured in accordance with FRS 5 that is at the lower of carrying amount and fair value less costs to sell. Any differences are included in income statement. (q) Prepaid land lease payments Prepaid land lease payments are accounted for as operating leases where substantially all the rewards and risk of ownership of assets remain with the lessor. Prepaid land lease payments under operating leases are initially stated at cost and subsequently recognised on a straight-line basis over the lease terms. 2.3 changes in accounting policies and effects arising from adoption of new fRS and ic interpretation (a) adoption of ic interpretation On 1 January 2008/date of incorporation, the Group and the Company adopted the following applicable IC Interpretation: IC Interpretation 8 Scope of FRS 2
103
The adoption of the above interpretation does not result in significant changes to the accounting policies and does not have significant financial impact on the Group and on the Company. (b) Standards and interpretations in issue but not yet effective effective for financial perioDs beGinninG on or after 1 January 2010 1 July 2009 1 January 2010 1 January 2010 1 January 2010
frs, amenDment to frs anD interpretations FRS 7: Financial Instruments: Disclosures FRS 8: Operating Segments FRS 139: Financial Instruments: Recognition and Measurement IC Interpretation 9: Reassessment of Embedded Derivatives IC Interpretation 10: Interim Financial Reporting and Impairment
The new FRS and Interpretations above are expected to have no significant impact on the financial statements of the Group and the Company upon their initial application except for the changes in disclosures arising from the adoption of FRS 7 and FRS 8.

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(2) siGnificant accountinG policies (contD.) 2.3 changes in accounting policies and effects arising from adoption of new fRS and ic interpretation (contd.) (b) Standards and interpretations in issue but not yet effective (contd.) The Group and the Company are exempted from disclosing the possible impact, if any, to the financial statements upon the initial application of FRS 139. 2.4 critical judgements and accounting estimates Judgements, estimates and assumptions concerning the future are made in the preparation of the financial statements. They affect the application of the Groups accounting policies, reported amounts of assets, liabilities, income and expenses, and disclosures made. They are assessed on an on-going basis and are based on experience and relevant factors, including expectations of future events that are believed to be reasonable under the circumstances. (a) Key sources of estimation uncertainty (i) impairment of goodwill The Group determines whether goodwill is impaired at least on an annual basis. This requires an estimation of the value-in-use of the cash-generating units to which the goodwill is allocated. Estimating the value-in-use requires the Group to make an estimate of the expected future cash flows from the cash-generating unit and also to apply a suitable discount rate in order to calculate the present value of those cash flows. The carrying amount of the Groups goodwill as at 31 December 2008 was RM39,223,000 (2007: RM39,223,000). Further details on goodwill are disclosed in Note 18. (ii) Property development costs, construction and turnkey development contracts The Group recognises property development, construction and turnkey development contracts revenue and expenses in the income statement using the stage of completion method. The stage of completion is determined by reference to the proportion of costs incurred for the work performed to date to the estimated total costs where the outcome of the projects can be reliably estimated. Significant judgement is required in determining the stage of completion, the extent of the costs incurred and the estimated total revenue and costs, as well as recoverability of the property development, construction and turnkey development contracts projects. In making the judgement, the Group evaluates based on past experience, external economic factors and by relying on the work of specialists. Details of the property development costs and construction and turnkey development contracts are disclosed in Note 22 and Note 24 (ii) respectively. (iii) depreciation of property, plant and equipment The cost of property, plant and equipment is depreciated on a straight-line basis over the assets useful lives. Management estimates the useful lives of these plant, machinery and equipment to be within 2 to 50 years. These are common life expectancies applied in the industry. Changes in the expected level of usage and technological development could impact the economic useful lives and the residual values of these assets, therefore future depreciation charges could be revised. (iv) income taxes Judgement is involved in determining the provision for income taxes. There are certain transactions and computations for which the ultimate tax determination is uncertain during the ordinary course of business. The Group recognises liabilities for expected tax based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that were initially recognised, such differences will impact the income tax and deferred tax provisions in the period in which such determination is made.
(3)
revenue Group 1.1.2008 to 31.12.2008 rm000 Property development: Sale of developed land Turnkey development contracts Sale of development properties Strategic land sales Harvesting and leasing income 242,499 94,880 86,789 424,168 81,466 6,013 511,647 52,864 223,784 106,312 382,960 1,482,652 5,936 1,871,548 1.1.2007 to 31.12.2007 rm000 company 20.08.2008 to 31.12.2008 rm000
105
(4)
cost of sales Cost of sales represents the proportion of cost of land sold, development properties and turnkey development contracts.

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(5) operatinG profit/(loss) (a) The following amounts have been included in arriving at operating profit/(loss): Group 1.1.2008 to 31.12.2008 rm000 607 1,300 581 12 20 8 1 3,980 703 196 297 231 2,153 24 2,641 17,562 3 (5,258) (450) (1,198) 1.1.2007 to 31.12.2007 rm000 12,856 10,538 10,671 533 247 246 101 1,698 24 2 1,742 20,180 (27,757) 2,507 (3,760) (317) (254) (23) company 20.08.2008 to 31.12.2008 rm000 50 103
note Impairment loss on investment associates long term investments Allowance for doubtful debts long term receivable due from related parties due from associates others Bad debts written off due from related parties due from associates others Rental expenses of land and building equipment Auditors remuneration Statutory audit Special audit Depreciation of property, plant and equipment Amortisation of prepaid land lease payments Loss on foreign exchange Directors remuneration Staff costs Loss on disposal of property, plant and equipment Write back of allowance for doubtful debts Recovery of long term investment written off Impairment of inventories Interest income from: deposits with licensed banks UEM World Gain on disposal of: subsidiary investment
(i) (ii)
(5) operatinG profit/(loss) (contD.) (a) The following amounts have been included in arriving at operating profit/(loss): (Contd.) Group 1.1.2008 to 31.12.2008 rm000 (i) Directors remuneration directors of the company Executive: Salary and other emoluments Benefits-in-kind Non-executive: Fees Other emoluments other directors of subsidiaries Executive: Salary and other emoluments Benefits-in-kind 1,350 161 1,511 2,931 Analysis of total directors remuneration excluding benefits-in-kind: executive non-executive Total directors remuneration excluding benefits-in-kind 1,742 103 1,016 129 1,145 252 23 275 1,625 1,625 108 9 117 90 13 103 1.1.2007 to 31.12.2007 rm000 company 20.08.2008 to 31.12.2008 rm000
107
2,366 275 2,641
1,625 117 1,742
103 103
The number of directors of the Company whose total remuneration during the financial period fell within the following bands is analysed below: number of Directors 2008 Executive directors: RM800,001-RM900,000 RM900,001-RM1,000,000 RM1,000,001-RM1,100,000 RM1,100,001-RM1,200,000 Non-executive directors: RM50,000 and below 5 1

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(5) operatinG profit/(loss) (contD.) (a) The following amounts have been included in arriving at operating profit/(loss): (Contd.) Group 1.1.2008 to 31.12.2008 rm000 (ii) Staff costs Wages and salaries Statutory contribution to EPF and social security costs Staff benefits and welfare Training and others Cost of share options Capitalised to: Land held for property development (Note 12) Property development costs (Note 22) 12,926 2,035 6,273 1,407 416 23,057 (1,309) (4,186) 17,562 9,690 1,645 4,243 626 5,219 21,423 (975) (268) 20,180 1.1.2007 to 31.12.2007 rm000
(6)
finance costs Group 1.1.2008 to 31.12.2008 rm000 Finance costs incurred and accrued during the year/period on: term loan bridging loan bank overdraft shareholders advances Capitalised to: land held for property development (Note 12) property development costs (Note 22) 41,082 216 733 8,433 50,464 (32,963) (11,134) (44,097) 6,367 38,214 136 274 185 38,809 (30,931) (7,284) (38,215) 594 1.1.2007 to 31.12.2007 rm000
(7) income tax Group 1.1.2008 to 31.12.2008 rm000 continuing operations Malaysian income tax: Current year Underprovision in prior years Deferred tax (Note 19): Relating to origination and reversal of temporary differences Effect on opening deferred tax of reduction in Malaysian income tax rate Under/(over) provision of deferred tax in prior year total income tax expense 7,217 3,204 10,421 (7,962) (2,791) 963 (9,790) 631 15,599 752 16,351 (71,753) (2,829) (14,233) (88,815) (72,464) 1.1.2007 to 31.12.2007 rm000 company 20.08.2008 to 31.12.2008 rm000
109
Domestic income tax is calculated at the Malaysian statutory tax rate of 26% (2007: 27%) of the estimated assessable profit for the year/period. The domestic statutory tax rate will be reduced to 25% from the current years rate of 26%, effective year of assessment 2009. The computation of deferred tax as at 31 December 2008 has reflected these changes. Taxation for other jurisdictions is calculated at the rates prevailing in the respective jurisdictions. There are no tax charges for the Company as it is in a tax loss position. A reconciliation of income tax expense applicable to profit/(loss) before tax at the statutory income tax rate to income tax expense at the effective income tax rate of the Group and of the Company is as follows: Group 1.1.2008 to 31.12.2008 rm000 Profit/(loss) before tax Taxation at Malaysian statutory tax rate of 26% (2007: 27%) Effect of different tax rates Income not subject to tax Expenses not deductible for tax purposes Deferred tax recognised at different tax rate Utilisation of previously unrecognised tax losses and unabsorbed capital allowance Deferred tax assets not recognised during the year Tax effect on share of associates results Underprovision of tax expense in prior years Under/(over) provision of deferred tax in prior years Tax expense for the year/period 75,700 19,682 (3) (2,227) 1,296 (2,791) (17,084) 505 (2,914) 3,204 963 631 1.1.2007 to 31.12.2007 rm000 457,279 123,465 (105) (283,479) 1,668 (2,829) (2,066) 104,868 (505) 752 (14,233) (72,464) company 20.08.2008 to 31.12.2008 rm000 (1,503) (391) 391

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(8) earninGs per share (a) basic Basic earnings per share amounts are calculated by dividing profit for the year attributable to ordinary equity holders of the Company by the weighted average number of ordinary shares in issue during the financial period held by the Company, which included the assumed issuance of the MCRPS, which was issued subsequent to financial year end, as disclosed in Note 35(d). Group 2008 Profit for the year attributable to ordinary equity holders of the Company (RM000) Weighted average number of ordinary shares in issue (000) Basic earnings per share (sen) 74,189 2,428,177 3.1 2007 529,128 2,141,455 24.7
(b) diluted For the purpose of calculating diluted earnings per share, the profit for the year attributable to ordinary equity holders of the Company and the weighted average number of ordinary shares in issue during the financial year have been adjusted for the dilutive effects of all potential ordinary shares. Group 2008 rm000 Profit for the year attributable to ordinary equity holders of the Company Profit for the year of subsidiaries attributable to minority interests arising from dilutive impact of unexercised options Profit for the year attributable to ordinary equity holders of the Company including assumed conversion Weighted average number of ordinary shares in issue (000) Diluted earnings per share (sen) 74,189 (16,719) 2007 rm000 529,128 (133,012)
57,470 2,436,795 2.4
396,116 2,141,455 18.5
(9)
Disposal Group classifieD as helD for sale Renong Overseas Corporation Sdn Bhd (ROC), a wholly-owned subsidiary of the Company, entered into an agreement to dispose of its entire interests in Renong Overseas Corporation S.A. (Proprietary) Limited (ROCSA) on 1 February 2006. This agreement has since lapsed. On 8 January 2007, ROC entered into an agreement with Bonatla Property Holdings Ltd ("Bonatla") to dispose of its interest in ROCSA for a cash consideration of Rand 150,000,000 (equivalent to approximately RM55.1 million (2007: RM71.1 million)) and the disposal is currently pending fulfillment of certain conditions precedent. During the financial year, Vullindlela Holdings (Pty) Limited has jointly with Vullindlela Investments (Pty) Limited (Applicants) filed an interlocutory proceedings in the High Court of South Africa, Durban and Coast Local Division against ROC, a wholly-owned subsidiary of the Company. The Applicants are companies incorporated in South Africa and hold direct and indirect interest in ROC-Union (Pty) Ltd, a subsidiary of ROCSA, which in turn is a wholly owned subsidiary of ROC. The Applicants are requesting for a relief to injunct ROC from completing its sale of shares in ROCSA to Bonatla and/or its nominee, N. Georgiou Trust. ROCSA and Vullindlela Investments (Pty) Limited respectively hold 80.4% and 19.6% equity interests in ROC-Union (Pty) Ltd. Save for the above, ROC remains committed in the sale transaction and are currently in negotiation with the Applicants for an out of court settlement. The major classes of assets and liabilities of the investment classified as held for sale on the consolidated balance sheet as at 31 December 2008 are as follows: Group 2008 rm000 Assets: Property, plant and equipment Investment in associates Receivables Cash and bank balances (Note 20) Assets of disposal group classified as held for sale Liability, representing liabilities of disposal group classified as held for sale: Payables Net assets attributable to discontinued operations 6 28,359 106 47 28,518 2007 rm000 13 37,584 150 958 38,705
111
28,518
(947) 37,758

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112
(10) property, plant anD equipment freehold land rm000 freehold building renovation rm000 rm000 motor vehicles rm000
Group at 31 december 2008 Net carrying amount at 1 January 2008 Currency translation differences Additions Disposals Depreciation charge Net carrying amount at 31 December 2008 Cost Accumulated depreciation Net carrying amount
others rm000
total rm000
300 300 300 300
4,396 87 (91) 4,392 4,667 (275) 4,392
263 (32) 231 318 (87) 231
142 (2) 1,156 (96) 1,200 2,899 (1,699) 1,200
5,624 (19) 2,573 (8) (1,934) 6,236 13,831 (7,595) 6,236
10,725 (21) 3,816 (8) (2,153) 12,359 22,015 (9,656) 12,359
at 31 december 2007 Net carrying amount at 1 January 2007 Currency translation differences Additions Disposals Depreciation charge Net carrying amount at 31 December 2007 Cost Accumulated depreciation Net carrying amount 300 300 300 300 4,463 24 (91) 4,396 4,580 (184) 4,396 278 17 (32) 263 318 (55) 263 219 3 (80) 142 1,745 (1,603) 142 4,724 (28) 2,427 (4) (1,495) 5,624 11,285 (5,661) 5,624 9,984 (25) 2,468 (4) (1,698) 10,725 18,228 (7,503) 10,725
(11) prepaiD lanD lease payments Group 2008 rm000 Long term leasehold land At 1 January Foreign exchange adjustment Amortisation for the year At 31 December 407 (49) (24) 334 472 (41) (24) 407 2007 rm000
113
(12) lanD helD for property Development Group 2008 rm000 freehold land cost At 1 January Fair value adjustment # Addition Transfer to property development costs (Note 22) Change in estimate * At 31 December 1,546,824 213,743 (221,150) 4,883 1,544,300 2,248,796 239,760 41,193 (985,498) 2,573 1,546,824 2007 rm000
This development originally comprised 23,875 acres of freehold land zoned for residential, commercial and industrial development known as Nusajaya that is spearheaded by a subsidiary, UEM Land Berhad (formerly known as UEM Land Sdn. Bhd.) (UEMLB). Nusajaya is located in the southern tip of Johor adjacent to the Malaysia-Singapore Second Crossing and is accessible to major expressways, airports and ports. As a master township developer, its development activities include, inter-alia, reviewing the development masterplan to maximise land usage and re-zoning areas identified for specific catalyst development to accelerate the development of the township. Currently, certain subsidiaries are actively pursuing these activities to accelerate the township development. In addition to its own property development where the related land costs and development expenditure are classified in Note 22, as property development costs, UEMLB also disposed of parcels of land to established developers to further accelerate the development of the township. The balance of unsold freehold land after reduction of public areas, electricity distribution sub-stations and others is approximately 8,749 acres (2007: 8,924 acres) of which approximately 2,468 acres (2007: 2,136 acres) are classified under property development costs which comprises parcels of land where active development activities have commenced as well as parcels of land that were previously sold but subsequently aborted during the economic crisis in 1998. The land titles for approximately 1,950 acres (2007: 1,950 acres) of the above freehold land have been deposited with the immediate holding company as security for a borrowing taken by a subsidiary which restrict their disposals or transfers. Further details on the borrowing are disclosed in Note 29. Land titles for approximately 589 acres (2007: 654 acres) of the above freehold land are subject to a third party charge as security for borrowings taken by a joint venture company.

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(12) lanD helD for property Development (contD.) Included in addition to the land held for property development of the Group during the financial year are as follows: Group 2008 rm000 Interest capitalised Staff costs 32,963 1,309 2007 rm000 30,931 975
In the previous financial year, the adjustment was related to the acquisition of remaining 18% interest in an existing subsidiary, Bandar Nusajaya Development Sdn. Bhd. (BND) by UEMLB. The Group allocated costs included in land held for property development and property development costs (Note 22) based on the estimated net land acreage after deducting land for open space and infrastructure reserve areas. The change in estimate resulted from the change in the open space and infrastructure reserve areas and the costs have been reallocated accordingly.
Included in land held for property development of the Group are parcels of land committed through various agreements as follows: (i) option to Purchase agreement between Panoramic industrial development Sdn. bhd. and bNd BND and Panoramic Industrial Development Sdn. Bhd. ("Panoramic") entered into an Option to Purchase Agreement on 31 May 2004 which became unconditional on 1 December 2005 when all the Condition Precedents ("CP") have been fulfilled ("Option Date"). Upon receipt of a consideration sum of RM2 million from Panoramic, BND, as agent for and on behalf of Nusajaya Heights Sdn. Bhd. ("Nusajaya Heights") granted Panoramic the following: (i) (ii) the right to develop and sell parcels of land and/or the sublots measuring in aggregate approximately 341.8827 acres all in Mukim of Pulai, Daerah Johor Bahru, Negeri Johor Darul Tazim ("the Panoramic Development Land"); and the option, at any time and from time to time during the Option Period to purchase any of the lands and/or the sublots.
Under the Option to Purchase Agreement, the parties agreed that Panoramic shall complete the Panoramic Development Land in three (3) phases within a period of 8 years commencing from the Option Date as follows ("Option Period"): (i) (ii) Phase 1 of the Panoramic Development Land held under PTD 123299, PTD 123300 and PTD 123304 measuring in aggregate approximately 185.6226 acres; Phase 2 of the Panoramic Development Land held under PTD 123296 and PTD 123298 measuring in aggregate approximately 54.4149 acres;
(iii) Phase 3 of the Panoramic Development Land comprising parcels of land held under PTD 123292, PTD 123293 and PTD 123294 measuring in aggregate approximately 101.8452 acres; The Parties also agreed that Panoramic shall be obliged to purchase a minimum area of the Panoramic Development Land as follows: (i) (ii) during the period of 3 years beginning from the Option Date ( the "1st Period"), at least an aggregate of 50 acres of Phase 1 of the Panoramic Development Land; during the period of 2 years beginning from the date of the expiry of the 1st Period (the "2nd period"), at least an aggregate of 50 acres of Phase 1 of the Panoramic Development Land;
(iii) during the period of 2 years beginning from the date of the expiry of the 2nd Period, at least an aggregate of 50 acres of Phase 1 of the Panoramic Development Land.
(12) lanD helD for property Development (contD.) (ii) development agreement between horizon hills development Sdn. bhd. ("horizon hills") and Nusajaya Greens Sdn. bhd. ("Greens") On 16 June 2005, BND, as the sole and exclusive agent of its 100% subsidiary, Greens, entered into a Development Agreement with Horizon Hills, a 50:50 joint venture company between UEMLB and Gamuda Berhad, for a proposed mixed development of 1,000 acres ("Mixed Development Land") and an integrated golf course development of 200 acres ("Golf Course Land") of land in Mukim Pulai, Daerah Johor Bahru, Negeri Johor Darul Tazim for a total purchase consideration of RM391.39 million to be completed over a period of 15 years based on agreed series of put and call option arrangements between both parties. The Development Agreement became unconditional on 5 September 2005 upon completion of all conditions precedent. As at the balance sheet date, Horizon Hills has exercised option to purchase the following: mixeD Development lanD acres 200.00 106.00 67.22 64.39 437.61 Golf course lanD acres 40.00 20.00 140.00 200.00
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financial year 2005 2006 2007 2008
total acres 240.00 126.00 207.22 64.39 637.61
(13) investment in subsiDiaries company 2008 rm000 Unquoted shares, at cost Details of the subsidiaries are disclosed in Note 38. During the period, the Company acquired 100% interest in UEMLB for a consideration amounting to RM1,254,153,000 satisfied by issuance of the Company's shares pursuant to the Restructuring Scheme as disclosed in Note 35(a) to the financial statements. (14) investment in associates Group 2008 rm000 In Malaysia: Unquoted share at cost Ordinary shares Share of post-acquisition reserves Premium on acquisition written off Negative goodwill on acquisition transferred to accumulated losses Accumulated impairment losses 2007 rm000 1,254,153
52,169 (20,612) 31,557 (193) 479 (16,762) 15,081
52,169 (24,130) 28,039 (193) 479 (16,762) 11,563

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(14) investment in associates (contD.) Group 2008 rm000 The amount due from associates comprise the following: Trade Non-trade 27,022 27,022 28,563 11 28,574 2007 rm000
The non-trade amount due from associates are unsecured, interest free and repayable on demand. Details of associates are disclosed in Note 39. Note (i) The Group's aggregate share of the revenue and profit for the year, assets and liabilities of the associates based on management financial statements are as follows: Group 2008 rm000 Results Revenue Profit for the year assets and liabilities Current assets Non-current assets Current liabilities Share of net assets 58,056 4,888 (47,863) 15,081 48,106 3,663 (40,206) 11,563 21,148 5,741 13,088 4,084 2007 rm000
(15) investment in joint ventures Group 2008 rm000 Unquoted shares, at cost Share of post-acquisition reserves 24,486 725 25,211 2007 rm000 15,327 (4,741) 10,586
The amount due from joint ventures is unsecured, interest free and repayable on demand.
(15) investment in joint ventures (contD.) (i) The Group's aggregate share of the revenue, expenses, assets and liabilities of the joint ventures are as follows: 2008 rm000 Revenue Other income Expenses, including finance costs 130,654 813 (126,000) 5,467 Current assets Non-current assets Current liabilities Non-current liabilities Net assets 98,548 185,378 (158,715) (100,000) 25,211 2007 rm000 13,155 261 (15,631) (2,215) 58,372 138,837 (141,623) (45,000) 10,586
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During the financial year, UEMLB subscribed to additional 115,000 redeemable preference shares in Horizon Hills Development Sdn. Bhd. ("Horizon Hills") at nominal and premium of RM1.00 and RM99.00 each respectively per share through cash payment of RM11,500,000. Pursuant to the Subscription and Shareholders Agreement dated 19 December 2007 between UEMLB, Limitless Holdings Pte. Ltd. and Haute Property Sdn. Bhd. ("HPSB"), HPSB has issued and allotted to UEMLB additional 39,600 ordinary shares of RM1.00 each satisfied by cash during the financial year. There are no contingent liabilities and capital commitments in relation to the Group's interest in joint ventures, except for the balance of consideration payable by HPSB pursuant to the Development Agreement between UEMLB, BND and HPSB as disclosed in Note 35(b). Details of the joint ventures are disclosed in Note 40. (16) lonG term investments Group 2008 rm000 At cost: Unquoted shares in Malaysia Less: Accumulated impairment losses 28,790 (28,632) 158 2007 rm000 28,790 (28,025) 765

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(17) lonG term receivable Group 2008 rm000 Due from a State Government Less: Allowance for doubtful debt 87,893 (23,670) 64,223 2007 rm000 87,893 (22,370) 65,523
This represents the amount due from Perbadanan Kemajuan Negeri Perak which is repayable by way of land to be transferred to the Group. (18) GooDwill Group 2008 rm000 At 1 January Accretion of interest in subsidiary At 31 December 39,223 39,223 2007 rm000 36,822 2,401 39,223
Goodwill is evaluated for impairment on an annual basis by comparing the carrying amount with the recoverable amount, which is based on market prices or value in use. Management is of the opinion that since all the Cash Generating Units ("CGU's") are to be held on a long term basis, value in use would best reflect its recoverable amount. The future cash flows are based on managements five-year business plan, which is a reasonable estimate of future performance. There remains a risk that, due to unforeseen changes in the respective economies in which the CGUs operate and/or global economic conditions, the ability to achieve managements business plan may be adversely affected. In calculating the value in use for each CGU, management has applied the discount rates ranging from 7% to 11% and a growth rate for the period beyond five years of 5%. The following describes the key assumptions on which management has based its cash flow projections for the purposes of evaluating the impairment of goodwill: (a) The discount rate used reflected the management's estimate of return on capital employed required in the respective segments. (b) Growth rate for the period beyond five years has been used based on published industry research for each segment. (c) The profit margin applied to the projections are based on the historical profit margin trend for the individual CGU or budgeted profit margin for predetermined projects obtained. (d) The cash flow projections are based on the assumption that a reasonable percentage of projects tendered and new products launched are successful, based on past experience.
(19) DeferreD tax liabilities Group 2008 rm000 At 1 January Recognised in income statement (Note 7) Fair value adjustment on land held for property development and property development cost At 31 December 154,787 (9,790) 144,997 2007 rm000 168,222 (88,815) 75,380 154,787
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The components and movements of deferred tax liabilities and assets during the financial period/year prior to offsetting are as follows: deferred tax liabilities of the Group: revaluation of lanD anD builDinG rm000 At 1 January 2008 Recognised in the income statement At 31 December 2008 At 1 January 2007 Recognised in the income statement Fair value adjustment on land held for property development and property development costs At 31 December 2007 77,977 (6,006) 71,971 50,472 (47,875) 75,380 77,977
interest capitaliseD rm000 216,650 (12,586) 204,064 317,024 (100,374) 216,650
others rm000 2,456 (176) 2,280 3,782 (1,326) 2,456
total rm000 297,083 (18,768) 278,315 371,278 (149,575) 75,380 297,083

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(19) DeferreD tax liabilities (contD.) deferred tax assets of the Group: tax losses anD capital allowances rm000 (140,243) 9,850 (130,393) (201,385) 61,142 (140,243)
provisions rm000 At 1 January 2008 Recognised in the income statement At 31 December 2008 At 1 January 2007 Recognised in the income statement At 31 December 2007 (2,053) (872) (2,925) (1,671) (382) (2,053)
total rm000 (142,296) 8,978 (133,318) (203,056) 60,760 (142,296)
Deferred tax assets are not recognised in respect of the following items: Group 2008 rm000 Unused tax losses Unabsorbed capital allowances Others 465,201 3,740 468,941 2007 rm000 570,480 3,990 3,185 577,655
The availability of the unused tax losses and unabsorbed capital allowances for offsetting against future taxable profits of the Group are subject to no substantial changes in shareholdings of the respective companies under the Income Tax Act, 1967, and guidelines issued by the tax authority. Deferred tax assets have not been recognised in respect of the above items as it is not probable that future taxable profits will be available in these subsidiaries against which the Group can utilise the benefits.
(20) cash, bank balances anD Deposits Group note Deposits with licensed banks (excluding deposits pledge as security) Cash and bank balances Bank overdraft Cash and bank balances included in assets of disposal group Cash and cash equivalents Deposits with licensed banks: Short term deposits Non-current deposits (i) (ii) 29 9 2008 rm000 6,595 26,810 33,405 (8,633) 47 24,819 2007 rm000 29,117 27,274 56,391 (10,710) 958 46,639 company 2008 rm000
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6,595 1,418 8,013
29,117 1,418 30,535
(i) deposits pledged as security The non-current deposits represent deposits pledged as security for bank guarantee facilities and bank facilities granted to the subsidiaries. (ii) cash and bank balances Included in cash and bank balances of the Group is an amount of RM9,370,000 (2007: RM6,602,000) held in a Housing Development Account as required by Section 7A of the Housing Developers (Control and Licensing) Act, 1966. The average interest rates and maturities of deposits of the Group were 3.67% (2007: 3.39%) and 65 days (2007: 125 days) respectively. (21) amount Due from subsiDiary The amount due from subsidiary is unsecured, interest-free and is not expected to be repaid within the next 12 months.

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(22) property Development costs Group 2008 rm000 at 1 January Freehold land Development costs 457,464 138,555 596,019 Costs incurred during the year: Freehold land Development costs Fair value adjustment # Transfer from: land held for property development (Note 12) other debtors Transfer to amount due from customers on construction contracts Transfer to inventories Change in estimate * Reversal of cost arising from completed projects at 31 december costs recognised in income statement at 1 January Recognised in income statement during the year Reversal of cost arising from completed projects at 31 december Property development costs as at 31 december Included in costs incurred during the year are: Interest expense Staff costs 11,134 4,186 7,284 268 456,234 89,948 546,182 2007 rm000
11,954 224,376 221,150 31,078 (967) (7,057) (4,883) (132,225) 343,426 939,445
9,830 5,542 50,158 985,498 (12,480) (2,573) (986,138) 49,837 596,019
(31,190) (328,836) 132,225 (227,801) 711,644
(17,924) (999,404) 986,138 (31,190) 564,829
Property development costs mainly relate to development activities for Nusa Idaman, Nusajaya Industrial Park, Ledang Heights and East Ledang development projects carried out by the subsidiaries. Included in property development costs is freehold land measuring approximately 2,468 acres (2007: 2,136 acres). Land titles for approximately 97 acres (2007: 97 acres) of the above freehold land are subject to a third party charge to secure borrowing of a subsidiary as disclosed in Note 29.
#
In the previous financial year, the adjustment was related to the acquisition of remaining 18% interest in an existing subsidiary, BND by UEMLB. The Group allocated costs included in land held for property development (Note 12) and property development costs based on the estimated net land acreage after deducting land for open space and infrastructure reserve areas. The change in estimate arose due to the change in the open space and infrastructure reserve areas and the costs have been reallocated accordingly.
(23) inventories Group 2008 rm000 at cost Completed properties 35,905 34,797 2007 rm000
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The cost of inventories and work-in-progress recognised as an expense during the year is RM10,064,000 (2007: RM13,183,000). (24) receivables
Group note 2008 rm000 290,848 33,105 1,237 78,784 63,517 467,491 (20,019) 447,472 2007 rm000 193,995 16,523 1,424 26,077 69,184 307,203 (24,676) 282,527
Trade receivables Accrued billings in respect of property development costs Amount due from related parties Amount due from customers on construction and turnkey development contracts Other receivables Less : Allowance for doubtful debts
(i) (ii) (iii) (iv)
(i)
Related parties refer to those as specified in Note 33.
(ii) Amount due from customers on construction and turnkey development contracts Group 2008 rm000 Costs incurred to date Add : Attributable profit Less : Provision for foreseeable losses Less: Progress billings Net amount due from customers Presented as follows: Amount due from customers Amount due to customers (Note 31) 517,954 13,633 (1,558) 530,029 (453,645) 76,384 2007 rm000 421,563 8,484 (1,558) 428,489 (405,084) 23,405
78,784 (2,400) 76,384
26,077 (2,672) 23,405 223,784 220,317 1,761
Contract revenue recognised as revenue in the year (Note 3) Contract costs recognised as an expense in the year Retention sum receivable on construction and turnkey development contracts
94,880 89,731 1,500

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(24) receivables (contD.) (iii) Other receivables Group 2008 rm000 Project related expenses Sundry debtors and prepayments Interest and bond profit receivable Deposits 20,662 34,516 2,653 5,686 63,517 2007 rm000 23,232 38,660 2,653 4,639 69,184
(iv) Allowance for doubtful debts Trade receivables Projects debtors Amount due from related parties Sundry debtors 173 8,974 581 10,291 20,019 265 10,195 14,216 24,676
(25) amounts Due from/to immeDiate holDinG company The amount due from immediate holding company in the previous financial year is unsecured, interest free and repayable on demand. The amount due to immediate holding company is unsecured, subject to interest at the rate of 5.3% (2007: 5.3%) per annum and repayable on demand. (26) short term investments Group 2008 rm000 Cost of quoted shares in Malaysia Less: Accumulated impairment losses 36 (29) 7 Market value of quoted shares 7 2007 rm000 36 (29) 7 11
(27) share capital number of orDinary shares of rm0.50 each 2008 000 authorised share capital ordinary shares At date of incorporation, 20 August 2008/31 December 2008 5,000,000 2,500,000
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amount rm000
number of preference shares of rm0.01 each 2008 000 Mandatory redeemable convertible preference shares At date of incorporation, 20 August 2008/31 December 2008 200,000
amount rm000 2,000
number of orDinary shares of rm0.50 each issued and fully paid ordinary shares At date of incorporation, 20 August 2008 Ordinary shares issued during the period: Acquisition of subsidiary At 31 December 2008 4 2,428,176,907 2,428,176,911
amount rm000
*
1,214,088 1,214,088
RM2.00 represented by 4 ordinary subscriber's shares of RM0.50 each
ordinary shares issued for acquisition of subsidiary Pursuant to the Restructuring Scheme as disclosed in Note 35(a), the Company issued 2,428,176,907 new ordinary shares of RM0.50 each at an issue price of RM0.52 per ordinary share amounting to RM1,214,088,453.50 as purchase consideration for the acquisition of UEMLB to the following parties: (i) (ii) UEM for the acquisition of 623,867,734 ordinary shares of RM0.50 each representing 28.54% equity interest in UEMLB from UEM for the sum of RM357,969,543 via the issuance of 693,068,053 new ordinary shares of the Company. UEM World for the acquisition of 1,561,864,562 ordinary shares of RM0.50 each representing 71.46% equity interest in UEMLB from UEM World for the sum of RM896,183,457 via the issuance of 1,735,108,854 new ordinary shares of the Company.
The new ordinary shares rank pari passu in all respects with the existing ordinary shares of the Company.

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(28) non-Distributable reserves Group 2008 rm000 (i) Revaluation reserves At 1 January/31 December (ii) Exchange fluctuation reserves At 1 January Foreign currency translation At 31 December (iii) Share-based payment reserve At 1 January Recognised during the year Transferred to accumulated losses At 31 December (iv) Merger reserve/(deficit) At 1 January Issue of ordinary shares At 31 December total 32,112 32,112 47,027 (115,251) 147,363 32,112 63,132 6,992 444 (7,436) 1,524 5,468 6,992 20,759 (9,113) 11,646 20,405 354 20,759 3,269 3,269 2007 rm000
The movements of other reserves are disclosed in the statement of changes in equity. (29) borrowinGs Group note Long term borrowings Secured UEM Term Loan Bridging Loan (a) (b) 588,820 1,841 590,661 Short term borrowings Secured Bank overdraft 20 8,633 10,710 547,738 1,841 549,579 2008 rm000 2007 rm000
(29) borrowinGs (contD.) (a) On 24 June 2005, Khazanah transferred the loan agreement dated 27 June 2003 with BND ("Loan Agreement") inclusive of the amount owing by BND to Khazanah of approximately RM891.7 million as at 31 May 2005 ("Transferred Amount") to UEM Group Berhad ("UEM") ("Transfer"), in consideration of UEM disposing of 297,239,694 ordinary shares of RM0.25 each in PLUS Expressways Berhad ("PEB") representing 5.94% equity interest in PEB to Khazanah. The Transferred Amount together with interest thereon at the rate of 6.5% per annum from 1 June 2005 until the date of final settlement calculated in accordance with the Loan Agreement ("Outstanding Amount") was due and repayable by BND to UEM on or before 30 June 2005. UEM had vide letter dated 28 June 2005 extended the date for repayment to on or before 31 December 2005. Following the Transfer, BND and UEM had on 9 August 2005, entered into the following agreements to refinance the Outstanding Amount:
127
Subscription Agreement for the proposed issuance of 450 million Redeemable Convertible Preference Shares ("RCPS")
of RM1.00 each by BND to UEM; and compounded annually.
a seven-year term loan ("UEM Term Loan") agreement ("Term Loan Agreement") at an interest rate of 7.5% per annum
The Subscription Agreement and the Term Loan Agreement became unconditional on 15 September 2005. On 28 November 2005, the RCPS and Term Loan were issued and effective respectively. The principal amount of the UEM Term Loan was RM470.7 million, being the Outstanding Amount less RM450.0 million RCPS. The land titles to approximately 1,950 acres of freehold land are deposited with UEM as security for the Term Loan and any transfer or disposal of the land are restricted as disclosed in Note 12. (b) The bridging loan taken by Nusajaya Development Sdn. Bhd. ("NDSB"), a wholly-owned subsidiary of the Company, bears an average interest rate of 7.8% per annum. This bridging loan, together with the bank overdraft taken by NDSB as disclosed in Note 20, are secured by:
Third party charged over 1,219 individual titles measuring approximately total net area of 97 acres (subject security); Limited debentures over the subject security; Assignment of all sales proceeds and monies available in the respective Housing Developer Accounts; Corporate Guarantee by UEMLB; and Letter of Undertaking from UEMLB to provide sufficient funds to meet all costs overruns and shortfall in the cashflow and
working capital of the Nusa Idaman Project.

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(30) provisions Group lanD acquisition anD appeal costs rm000 (note a) 2008 At 1 January Utilised Addition At 31 December 2007 At 1 January Utilised Addition At 31 December 18,962 (10,000) 8,962 21,145 (368) 20,777 177 (170) 4,837 4,844 40,284 (10,538) 4,837 34,583 8,962 (8,530) 432 20,777 (325) 20,452 4,844 (2,274) 11,916 14,486 34,583 (11,129) 11,916 35,370 resettlement costs rm000 (note b) provision for construction costs rm000 (note c)
total rm000
(a) Land acquisition and appeal costs Provision for land acquisition and appeal costs is in respect of disputes on the compensation payable to the previous landowners of Nusajaya by BND. The provision is recognised based on award of additional compensation by the High Court and Federal Court. BND is not directly involved in this litigation, but by virtue of the Novation Agreement dated 2 December 1994 entered between BND, UEM and the State Authority ("1994 Novation Agreement"), BND is responsible for the additional cost of land alienated to it, which includes the amounts claimed by the landowners. (b) Resettlement costs BND undertook to relocate certain settlers in Nusajaya. The provision is recognised based on the estimate derived from past experience. (c) Provision for construction costs Provision for construction costs relates to estimated final claims by sub-contractors which have not been finalised. Provision for land acquisition, appeal costs and resettlement costs have been capitalised in the land held for property development and property development costs and recognised as part of cost of sales based on land area sold.
(31) payables Group note Trade payables Amount due to customers on turnkey development contracts Amount due to related parties Accruals for contract claims Other payables and accruals 2008 rm000 42,137 24 (ii) (i) (ii) 2,400 84,103 50,217 210,689 389,546 (i) (ii) Related parties refer to those specified in Note 33. Other payables and accruals Group 2008 rm000 Sundry creditors * Deposits received Accruals Employee benefits External infrastructure contribution from land sales 175,454 3,104 2,734 5,099 24,298 210,689 2007 rm000 10,506 24,176 4,848 3,731 4,381 47,642 company 2008 rm000 159,502 159,502 2007 rm000 43,382 2,672 83,725 83,796 47,642 261,217 company 2008 rm000 159,502 159,502
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Included in sundry creditors of the Group and the Company is an amount of RM154,914,000 (2007: Nil) arising from the acquisitions of parcels of freehold land and equity interests in Finwares Sdn. Bhd., as disclosed in Note 35(d). The acquisitions will be satisfied via issuance of MCRPS of RM0.01 each in the Company at an issue price of RM1.00 per MCRPS. MCRPS was issued on the 8 January 2009 as an equity instrument.

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(32) financial instrument anD financial risk manaGement objectives anD policies The daily operations of the Group require the use of financial instruments. A financial instrument is any contract that gives rise to both a financial asset of one enterprise and a financial liability or equity instrument of another enterprise. Financial asset is any asset that is cash, a contractual right to receive cash or another financial asset, contractual right to exchange financial instruments from other enterprises under conditions that are potentially favourable or an equity instrument of another enterprise, whilst financial liability is any liability that is a contractual obligation to deliver cash or another financial asset to other enterprises or to exchange financial instruments with another enterprise under conditions that are potentially unfavourable. The use of financial instruments exposes the Group to financial risks which are categorised as credit, foreign currency, liquidity, cash flow, interest rate and market risks. The Groups financial risk management policies seek to ensure that adequate financial resources are available for the development of the respective companies businesses whilst managing their risks. Financial risk management is carried out through risk reviews, internal control systems and adherence to the Group financial risk management policies that are approved by the Board. It is the Groups policy not to engage in speculative transactions. As and when the Group undertakes significant transactions with risk exposure, the Group evaluates its exposure and the necessity to hedge such exposure taking into consideration the availability and cost of such hedging instruments. The policies for controlling these risks when applicable are set out below: (a) credit risk The Group controls its credit risk by the application of credit approvals, limits and monitoring procedures. Credit evaluations are performed on all customers requiring credit over a certain amount and strictly limiting the Groups associations to business partners with high credit worthiness. Trade receivables are monitored on an ongoing basis. Generally, the Group does not require collateral in respect of its financial assets. The Group is not duly exposed to any individual customer or counter party nor does it have any major concentration of credit risk related to any financial instrument. (b) foreign currency risk The Group maintains a natural hedge, whenever possible, by borrowing in the currency of the country in which the property or investment is located or by borrowing in currencies that match the future revenue stream to be generated from its investments. Foreign exchange exposures in transactional currencies other than functional currencies of the operating entities are kept to an acceptable level and short-term imbalances are addressed by buying or selling foreign currencies at spot rates. The table below shows the Groups currency exposures, i.e. those transactional (or non-structural) exposures that give rise to the net currency gains and losses recognised in the income statement. Such exposures comprise the monetary assets and monetary liabilities of the Group that are not denominated in the operating currency of the operating units involved. functional currency of Group 2008 rm000 South Africa Rand United States Dollar 29,801 13,652 43,453 2007 rm000 42,137 13,005 55,142
These amounts relate to inter-company balances (eliminated at Group) which are denominated in a different currency to the functional currency of the operating unit involved and are included in the table above as they potentially give rise to currency gains and losses recognised in the income statements.
(32) financial instrument anD financial risk manaGement objectives anD policies (contD.) (c) Liquidity and cash flow risk The Group actively manages its debt maturity profile, operating cash flows and the availability of funding so as to ensure that all refinancing, repayment and funding needs are met. As part of its overall prudent liquidity management, the Group endeavours to maintain sufficient levels of cash or cash convertible investments to meet its working capital requirements. In addition, the Groups objective is to maintain a balance of funding and flexibility through the use of credit facilities, short and long term borrowings. Short-term flexibility is achieved through credit facilities and short-term borrowings. As far as possible, the Group raises committed funding from both capital markets and financial institutions and prudently balances its portfolio with some short term funding so as to achieve overall cost effectiveness. The debt maturity profile of the Group is disclosed as follows: Maturity of bonds and borrowings Group 2008 rm000 Within 1 year Bank overdraft Between 2 and 5 years Bridging loan After five years Term loan 8,633 1,841 588,820 599,294 2007 rm000 10,710 1,841 547,738 560,289
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(d) interest rate risk The Group manages its interest rate exposure by maintaining a prudent mix of fixed and floating rate borrowings. The Group actively reviews its debt portfolio, taking into account the investment holding period and nature of its assets. This strategy allows it to capitalise on cheaper funding in a low interest rate environment and achieve a certain level of protection against rate hikes. The interest profile of the financial assets and liabilities of the Group and of the Company as at balance sheet date is as follows: Group 2008 rm000 financial assets Floating rate Interest free 35,781 653,444 689,225 financial Liabilities Fixed rate Interest free 774,294 397,418 1,171,712 623,289 260,871 884,160 159,502 159,502 58,767 424,406 483,173 1,406,417 1,406,417 2007 rm000 company 2008 rm000

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(32) financial instrument anD financial risk manaGement objectives anD policies (contD.) (d) interest rate risk (contd.) The average interest rates per annum on the financial assets and liabilities as at balance sheet date were as follows: Group 2008 % financial assets Floating rate financial Liabilities Fixed rate 7.08 7.08 3.67 3.39 2007 %
The average interest rates per annum on the financial liabilities can be further analysed as follows: Group 2008 % financial Liabilities Term loan Shareholder's advance Bridging loan Bank overdraft 7.50 5.30 7.75 7.75 7.50 5.30 7.75 7.75 2007 %
(e) Market risk Market risk is the risk that the value of the financial instrument will fluctuate as a result of changes in market prices of the financial instrument or its security assets. For security assets, the Group maintains sufficient financial resources to offer its lenders should the market value of the security assets falls below the margin required by the lenders. (f) fair values The fair values of financial assets and financial liabilities approximate their respective carrying values on the balance sheets of the Group and of the Company, except for the amounts due from/to related parties, holding companies and subsidiaries where it is impracticable to determine their fair values principally due to lack of repayment terms entered into by the parties involved.
(33) siGnificant relateD party transactions (a) in addition to the transactions details elsewhere in the financial statements, the Group and the company had the following transactions with related parties during the financial period: Group 1.1.2008 to 31.12.2008 rm000 Interest payable to UEM: Term loan Shareholder's advances Interest income receivable from UEM World Training fees paid/payable to subsidiaries of UEM: UEM Group Management Sdn. Bhd. UEM Leadership Centre Sdn. Bhd. UEM Academy Sdn. Bhd. Management fees payable to related companies: UEM UEM World Sale of land to joint ventures: Haute Property Sdn. Bhd. Horizon Hills Development Sdn. Bhd. Sale of land to a subsidiary of Khazanah: Nusajaya Property Management Sdn. Bhd. Related parties refer to: 41,082 8,433 758 182 138 349 229 145,055 12,159 1.1.2007 to 31.12.2007 rm000 38,214 185 317 200 698 183 1,430,377
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Khazanah Nasional Berhad, the ultimate holding company, its subsidiaries and associates excluding subsidiaries Directors and key management personnel having authority and representation for planning, directing and controlling enterprises owned by directors and key management personnel; and enterprises that have a member of key management in common with the Company.
(b) compensation of key management personnel The remuneration of members of key management during the year was as follows: Group 1.1.2008 to 31.12.2008 rm000 Salaries and other emoluments Bonus Defined contribution plan Benefits-in-kind 1,605 1,001 386 389 3,381 1.1.2007 to 31.12.2007 rm000 1,594 527 319 347 2,787 company 20.08.2008 to 31.12.2008 rm000 103 103 the activities of the Company and their close family members; and associates of the Company;

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(34) continGent liabilities
Group note 2008 rm000 2007 rm000
unsecured Litigation, claims and legal suits potential compensation payable to Felcra potential compensation payable to the previous landowners Income tax assessment (a) (b) (c) 97,610 201,318 37,641 336,569 (a) Potential compensation payable to felcra settlers (i) A group of thirty three (33) Felcra settlers (the Plaintiffs-1) has collectively served an originating summons against Felcra Berhad (Felcra), District Land Administrator (DLA) and the Johor State Government (State Government) (collectively the Defendants). The Summons pertain to 198 acres of land previously owned by the State Government, developed by Felcra and subsequently alienated to BND, for the development of Nusajaya. The Plaintiffs-1 seek, inter-alia, for the Defendants to pay an additional total sum of RM54.0 million for the 198 acres and an acre of land to each Plaintiff-1. (ii) On 9 June 2003, another group of one hundred ninety seven (197) Felcra settlers (the Plaintiffs-2) has collectively served an originating summons against the Defendants. The summons pertain to 900 acres of land previously owned by the State Government, developed by Felcra and subsequently alienated to BND for the development of Nusajaya. The Plaintiffs-2 seek, inter-alia, for the Defendants to pay to each Plaintiff-2 a sum of RM70,000 per acre, instead of RM29,162 (on average) as awarded by the State Government. The indicative contingent liability to BND is in the region of RM37 million. BND is not directly involved in these litigations, but by virtue of the Novation Agreement, is responsible for the additional land cost of land alienated to it, which includes the amounts claimed by the Plaintiffs-1 and Plaintiffs-2. BND had been informed by the State Legal Advisor's Chamber that the High Court will resume full hearing of the case on 3 and 4 April 2009. (b) Potential compensation payable to the previous landowners There are in total fifty (50) cases referred to High Court involving claims against the State Government for additional compensation amounting to RM634.8 million by the previous landowners of lands acquired for the Malaysia Singapore Second Crossing Project. After hearing the 50 cases, the High Court maintained the amount of compensation awarded by the DLA in 15 cases, and increased the amount of compensation in the remaining 35 cases. The parties involved however, made further appeals to the Court of Appeal for higher compensation. However, the Court of Appeal ordered that all land acquisition appeals to be transferred to the Federal Court. Of these 50 cases: (i) (ii) (iii) (iv) (v) 1 has been heard and dismissed by the Court of Appeal; 4 have been heard and dismissed by the Federal Court; 2 have accepted out-of-court settlements proposed by the Johor State Legal Advisor; 4 have withdrawn the case against DLA; and 2 have been heard and granted additional compensation amounting to RM19.5 million by the Federal Court. 97,610 201,318 37,641 336,569
The remaining thirty seven (37) cases, which the plaintiffs are seeking compensation with a total amount of RM201.3 million, are pending hearing at the Federal Court. BND is not directly involved in these litigations but by virtue of the Novation Agreement, is responsible for the additional land cost of land alienated to it, which includes the amounts claimed by the previous landowners. To date, the hearing for the remaining 37 cases have not been fixed.
(34) continGent liabilities (contD.) (c) income tax assessment On 16 January 2007, UEMLB received an additional assessment from the Inland Revenue Board ("IRB") for additional tax payable and tax penalties in respect of years of assessment 2003 and 2004, which would have resulted in an additional expense to the Group and UEMLB of RM37,640,702. UEMLB has started the appeal process against the additional assessment. On 29 May 2008, the Director of Technical Department of IRB informed UEMLB that the said appeal had been forwarded to the Special Commissioners of Income Tax. The Special Commissioners of Income Tax had set the hearing date on 2 and 3 April 2009. Based on the advice received from the tax agent, no provision for income tax and tax penalties have been made by UEMLB for this additional tax assessment and penalty as the Directors believe that the grounds for the appeal are valid. (d) Third party charge On 18 May 2007, Horizon Hills entered into the following: (i) The issue of, offer for subscription or purchase of, or invitation to subscribe for or purchase of Islamic Securities of up to RM270 million nominal value by Horizon Hills, comprising:
135
up to 12-year Islamic Bank Guarantee Medium-Term Notes Programme of up to RM200 million nominal value under
the principles of Murabahah (IMTN Programme); and of Murabahah.
up to 7-year Islamic Commercial Papers Programme of up to RM70 million nominal value under the principles
(ii) A Kafalah (bank guarantee) facility of up to RM205 million to guarantee the nominal value of the IMTN Programme of up to RM200 million and one profit payment in respect of the IMTN Programme of up to RM5 million.
Collectively referred to the Facilities In this respect, Nusajaya Greens Sdn. Bhd. had provided a third party charge over approximately 1,227 acres of land in favour of the security trustee for the Facilities (Charge). 638 acres out of the total of 1,227 acres had been purchased and paid by Horizon Hills. Save and except in the event of a default on the Facilities, the Charge is not expected to have a financial impact on the Group. (35) siGnificant events (a) Restructuring Scheme On 15 February 2008, UEM World Berhad ("UEM World") announced a proposed Restructuring Scheme which among others, entailed the following: (i) Non-renounceable restricted offer for sale of its equity interests in its listed subsidiaries, namely UEM Builders Berhad, Opus International (M) Berhad, Pharmaniaga Berhad and Cement Industries Of Malaysia Berhad on a basket basis, to its shareholders on a rights basis; Internal reorganisation through disposal by UEM World of 71.5% equity interest in the UEMLB to the Company, in consideration for shares in the Company. The Company would also acquire from UEM, a further 28.5% equity interest in UEMLB, in consideration for shares in the Company;
(ii)
(iii) Dividend-in-specie of 5 ordinary shares of RM0.50 each in the Company for every 4 existing ordinary shares of RM1.00 each in UEM World ("Proposed DIS"); (iv) Listing of the Company on the Main Board of Bursa Malaysia Securities Berhad after the Proposed DIS; Following the completion of all of the above, the Company was successfully listed on the Main Board of Bursa Malaysia Securities Berhad on 18 November 2008.

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(35) siGnificant events (contD.) (b) Subscription and Shareholders agreement between ueMLb, Limitless holdings Pte. Ltd. ("Limitless") and haute Property Sdn. bhd. ("hPSb") and development agreement between ueMLb, bNd and hPSb On 19 December 2007, UEMLB, Limitless and HPSB entered into the following agreements: (i) (ii) Subscription and Shareholders Agreement between UEMLB, Limitless and HPSB with a proposed shareholding structure in HPSB of 60:40 between Limitless and UEMLB respectively; and Development Agreement between UEMLB, BND and HPSB for the proposed development of a high end residential enclave over 111 acres held under HS (D) 453895 PTD 154910, Mukim Pulai, Daerah Johor Bahru, Johor Darul Tazim within Nusajaya. In the previous financial year, UEMLB received an amount of RM24,175,800, being the 10% deposit on the consideration sum of RM241,758,000 payable pursuant to the Development Agreement. A further consideration of RM125,000,000 was received in the current financial year. The Subscription and Shareholders' Agreement was completed on 18 February 2008. (c) Proposed disposal of Puteri harbour Land On 12 June 2008, UEM World announced a proposed disposal of approximately 43.54 acres of land in Puteri Harbour ("the Land"), to DAMAC Properties (Malaysia) Sdn. Bhd. ("DAMAC") ("Proposed Disposal"). On the same day, DAMAC, BND and UEMLB entered into a Sale And Purchase Agreement ("SPA") to give effect to the Proposed Disposal. The salient terms of the Proposed Disposal are as follows: (i) (ii) BND, the registered owner of the land, has appointed UEMLB as the master developer of Puteri Harbour, and granted power to deal with and decide on and implement all aspects of the development related to Puteri Harbour; UEMLB has agreed to sell and DAMAC has agreed to purchase the Land subject to the express conditions and restrictions-ininterest as may be prescribed in the issue document of titles to the land in accordance to the provisions of the SPA;
(iii) the SPA is conditional upon the conditions precedent within 6 months from the SPA date with an automatic extension of another 6 months thereafter; and (iv) the cash consideration of RM396,438,495 under the Proposed Disposal shall be satisfied in installments over a period of approximately 4 years from the effective date of the SPA, which shall be the immediate day after the date when all the conditions precedent have been fulfilled. The Proposed Disposal is subject to the following conditions precedent: (i) (ii) approval from the Foreign Investment Committee for the sale of land; approval from the relevant authorities for the amended layout plan for Puteri Harbour;
(iii) issuance of the individual land titles to the land with category of land use; and (iv) the consent of the State Authority for the sale of the land.
(35) siGnificant events (contD.) (d) acquisitions of freehold lands and equity interests in finwares Sdn. bhd. UEMLB had on 24 June 2008 entered into the following agreements: (i) a conditional sale and purchase agreement with UEM Construction Sdn. Bhd. ("UEMC") (a wholly-owned subsidiary of UEM Builders Berhad, ("UEM Builders"), a subsidiary of UEM World) for the acquisition of 20 parcels of freehold land measuring approximately 57.2 acres located in Mukim of Tanjung Kupang, District of Johor Bahru, Johor Darul Tazim for a purchase consideration of RM46,146,000 to be satisfied via the issuance of 46,146,000 Mandatory Convertible Redeemable Preference Share ("MCRPS") at an issue price of RM1.00 per MCRPS ("UEMC Land Acquisition"); a conditional sale of shares agreement with UEMC for the acquisition of 2 ordinary shares of RM1.00 each in Finwares Sdn. Bhd. ("Finwares") representing the entire issued and paid-up share capital of Finwares, for a purchase consideration of RM79,796,162 to be satisfied via the issuance of 79,796,162 MCRPS at an issue price of RM1.00 per MCRPS. Finwares holds 73.36% shares in an undivided freehold land parcel measuring approximately 261.70 acres identified as HS (D) 297739, Lot PTD 2987 located at Mukim of Tanjung Kupang, District of Johor Bahru, Johor Darul Tazim ("PTD 2987 Parcel") ("Finwares Acquisition"); and
137
(ii)
(iii) a conditional sale and purchase agreement with Hartanah Lintasan Kedua Sdn. Bhd. ("Hartanah"), a wholly owned subsidiary of UEM Group for the acquisition of Hartanah's 26.64% share of the PTD 2987 Parcel measuring approximately 95.01 acres for a total purchase consideration of RM28,971,840 to be satisfied via the issuance of 28,971,840 MCRPS at an issue price of RM1.00 per MCRPS. ("Hartanah Land Acquisition"). (collectively referred to as the "Acquisitions") The UEMC Land Acquisition, Finwares Acquisition and Hartanah Land Acquisition are not conditional upon each other. The Acquisitions are subject to approvals to be obtained from the following parties: (i) (ii) the Securities Commission ("SC") for the issuance, listing of and quotation for the MCRPS and new ordinary shares in the Company arising from the conversion of the MCRPS on the Main Board of Bursa Securities Malaysia Berhad; the SC (under the Guideline on the Acquisition of Interests, Mergers and Take-Overs by Local and Foreign Interests issued by the Foreign Investment Committee ("FIC")), for the following: (a) (b) (c) Finwares Acquisition; the issuance of the MCRPS; and new ordinary shares in the Company arising from the conversion of the MCRPS.
(iii) the SC (under the Guideline on the Acquisition of Properties by Local and Foreign Interests issued by the FIC), for the following: (a) (b) UEMC Land Acquisition; and Hartanah Land Acquisition.
(iv) UEM World's shareholders, for the Acquisition and the issuance and allotment of the MCRPS by the Company at an extraordinary general meeting to be convened; (v) UEM Builders' shareholders, for the following: (a) (b) UEMC Land Acquisition; and Finwares Acquisition.
(vi) UEM, for the Proposed Hartanah Land Acquisition; and (vii) any other relevant parties, regulatory bodies and/or authorities. As at balance sheet date, the Acquisitions were completed. The MCRPS was issued on 8 January 2009.

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(35) siGnificant events (contD.) (e) Proposed acquisition of land parcels in cyberjaya flagship Zone (Phase 2) On 31 December 2008, the Company announced that its wholly-owned subsidiary, UEMLB has entered into a conditional Sale and Purchase Agreement ("SPA") with Cyberview Sdn. Bhd. ("Cyberview"), as proprietor, and Setia Haruman Sdn. Bhd. ("Setia Haruman"), as developer, for the proposed acquisition of approximately 98.037 acres of freehold land identified as Blocks 20, 21, 22, 23 and 24 situated in the Mukim of Dengkil, District of Sepang, Selangor Darul Ehsan ("Land Parcels") for a total consideration of RM102,491,801 or approximately RM24.00 per square foot. The proposed acquisition is conditional upon the fulfillment of inter-alia, the following conditions precedent within a period of twelve months ("Approval Period") from the date of the SPA: (i) (ii) the Foreign Investment Committee approval being obtained by UEMLB; Setia Haruman obtaining the document of titles to the Land Parcels registered in the name of Cyberview; and
(iii) Setia Haruman obtaining the approval for the consent to transfer the Land Parcels from the relevant authorities in respect of the transfer of the Land Parcels from Cyberview to UEMLB. The SPA shall become unconditional on the date on which the last of the conditions precedent to be fulfilled within the Approval Period and/or the extended period. (f) Subscription and Joint Venture agreement ("SJV agreement") between ueMLb, Nusajaya consolidated Sdn. bhd. ("NcSb"), a wholly-owned subsidiary of ueMLb and united Malayan Land bhd ("uML") On 14 October 2008, UEMLB entered into a SJV Agreement with UML and NCSB for the subscription by UML of the new shares in NCSB ("Proposed JV"). On the same day, UEMLB, BND and NCSB entered into an agreement for the option to purchase two (2) pieces of land in Puteri Harbour, Nusajaya, Johor, with a total area measuring approximately 8.8 acres at the option price of RM67,154,274. The Proposed JV is subject to approvals from the Foreign Investment Committee for the subscription of shares in NCSB by UML and any other approvals, if required. (36) seGmental reportinG Segmental reporting is not applicable to the Group on the basis that the revenue of the Group is solely from property development and construction activities and the Group operates principally in Malaysia. (37) comparatives There are no comparative figures in respect of the Company as this is the first set of financial statements prepared by the Company since the date of incorporation, 20 August 2008. In accordance with the principles of merger accounting, the income statements, balance sheets, statements of changes in equity, cash flow statements and the related notes to the financial statements of the Group are presented as if the subsidiaries have been owned throughout the current and preceding financial periods. Accordingly, comparative figures of the Group have been presented.
(38) subsiDiaries country of incorporation effective interest 2008 % UEM Land Berhad (f.k.a. UEM Land Sdn. Bhd.) Subsidiaries of ueM Land berhad (f.k.a. ueM Land Sdn. bhd.) Amra Resources Sdn. Bhd. Cahaya Jauhar Sdn. Bhd. Investment holding Undertake the turnkey design and build contract for the development of the Johor State New Administrative Centre Investment holding Investment holding General trading Investment holding Property development and undertaking construction and turnkey development contracts Property development Dormant Dormant Dormant Dormant Property development Dormant Malaysia Malaysia 100 60 100 60 Project procurement and management, and strategic investment holding Malaysia 100 2007 % 100
139
name of subsiDiaries
principal activities
Finwares Sdn. Bhd. Fleet Group Sdn. Bhd. Grand Influx Sdn. Bhd. Hatibudi Nominees (Tempatan) Sdn. Bhd. Mahisa Sdn. Bhd.
Malaysia Malaysia Malaysia Malaysia Malaysia
100 100 100 100 100
100 100 100 100
Mangrove Riviera Sdn. Bhd. Marak Unggul Sdn. Bhd.
Malaysia Malaysia Malaysia Malaysia Malaysia Malaysia Malaysia
100 50.01 100 100 100 100 100 100 100 100 100
100 50.01 100 100 99.9 100 100 99.9 100 100
* *
Marina Management Sdn. Bhd. (f.k.a Hing Yiap Fibremakers Sdn. Bhd.) Nilaimas Sdn. Bhd. Nusajaya Consolidated Sdn. Bhd. Nusajaya Development Sdn. Bhd. Nusajaya Hotels Sdn. Bhd.
Nusajaya Medical Park Sdn. Bhd. Nusajaya Resort Sdn. Bhd.
Construct, manage and/or operate Malaysia specialized buildings for long term lease Dormant In liquidation Ceased operations Malaysia Malaysia Malaysia
++ Projek Usahasama Transit Ringan Automatik Sdn. Bhd.
Renong Credit & Leasing Sdn. Bhd.

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(38) subsiDiaries (contD.) name of subsiDiaries principal activities country of incorporation effective interest 2008 % 2007 % 99.99 100 100 100 100 100 100 100 51
**
Renong Debt Management Sdn. Bhd. Renong Nusantara Sdn. Bhd. Renong Overseas Corporation Sdn. Bhd. Renong Pacific Sdn. Bhd. Renong Solutions (M) Sdn. Bhd. Renong Ventures Sdn. Bhd.
Investment holding Investment holding Provision of reimbursable support services to the Group Investment holding Ceased operations Investment holding Dormant Ceased operations Promoter and manager for diversified real estate investment trust
Malaysia Malaysia Malaysia Malaysia Malaysia Malaysia Malaysia Malaysia Malaysia
99.99 100 100 100 100 100 100 100 72
* *
Renong-India Sdn. Bhd. Teck Hwa Knitting Industries Sdn. Bhd. UEML-ZRE Reit Managers Sdn. Bhd. (f.k.a. UEML-ZRE-AMP Capital Management Sdn. Bhd.) Subsidiary of amra Resources Sdn. bhd. Bandar Nusajaya Development Sdn. Bhd.
Investment holding, property development, land trading and an agent for its subsidiaries
Malaysia
100
100
Subsidiaries of bandar Nusajaya development Sdn. bhd. Nusajaya Campus Sdn. Bhd. Nusajaya Energy Sdn. Bhd. Nusajaya Gardens Sdn. Bhd. Nusajaya Greens Sdn. Bhd. Nusajaya Group Sdn. Bhd. Nusajaya Healthcare Sdn. Bhd. Nusajaya Heights Sdn. Bhd. Nusajaya Hotels Sdn. Bhd. Nusajaya Industrial Park Sdn. Bhd. Dormant Dormant Land trading and investment holding Malaysia Malaysia Malaysia 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100
Property development, land trading and Malaysia investment holding Investment holding Dormant Malaysia Malaysia
Property development, land trading and Malaysia investment holding Dormant Property development Malaysia Malaysia
(38) subsiDiaries (contD.) name of subsiDiaries principal activities country of incorporation effective interest 2008 % Subsidiaries of bandar Nusajaya development Sdn. bhd. (contd.) Nusajaya Infra Sdn. Bhd. Nusajaya Leisure Sdn. Bhd. Nusajaya Management Services Sdn. Bhd. Nusajaya Rise Sdn. Bhd. Nusajaya Riverside Sdn. Bhd. Nusajaya Seaview Sdn. Bhd. Nusajaya Warehousing Sdn. Bhd. Preferred Resources Sdn. Bhd. Subsidiary of Nusajaya Group Sdn. bhd. Nusajaya Land Sdn. Bhd. Subsidiaries of Nusajaya infra Sdn. bhd. Nusajaya Business Park Sdn. Bhd. Nusajaya Equity Sdn. Bhd. Subsidiary of Nusajaya Riverside Sdn. bhd. Nusajaya High-Tech Park Sdn. Bhd. Subsidiaries of fleet Group Cantuman Bahagia Sdn. Bhd. Fibroceil Manufacturing (Malaysia) Sdn. Bhd. Jaguh Mutiara Sdn. Bhd. Subsidiary of Renong Nusantara Sdn. bhd. P.T. Bias Permata Investment holding Indonesia 100 100 Investment holding Investment holding Investment holding Malaysia Malaysia Malaysia 100 100 100 100 100 100 Dormant Malaysia 99.9 99.9 Dormant Dormant Malaysia Malaysia 99.9 99.9 99.9 99.9 Property development Malaysia 100 100 Investment holding Land trading and investment holding Dormant Malaysia Malaysia Malaysia 99.9 100 100 100 99.9 100 100 70 99.9 100 100 100 99.9 100 100 70 2007 %
141
Property development, land trading and Malaysia investment holding Investment holding Land trading and investment holding Dormant Dormant Malaysia Malaysia Malaysia Malaysia

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(38) subsiDiaries (contD.) name of subsiDiaries principal activities country of incorporation effective interest 2008 % Subsidiary of P.T. bias Permata P.T. Hardja Setia Subsidiary of Renong overseas corporation Sdn. bhd. Agriculture, plantation, trading, mining and construction Indonesia 100 2007 % 100
Renong Overseas Corporation (S.A.) (Proprietary) Ltd Subsidiaries of Renong overseas corporation (S.a.) (Proprietary) Ltd
Investment holding
South Africa
100
100
* *
R.O.C. Management Services (Proprietary) Ltd Roc-Union (Proprietary) Ltd Subsidiary of Roc-union (Proprietary) Ltd
Representation of holding company in South Africa Investment holding
South Africa South Africa
100 80.4
100 80.4
Rocpoint (Proprietary) Ltd Subsidiary of Renong Ventures Sdn. bhd.
Acquisition and development of land
South Africa
80.4
80.4
Merak Indera Sdn. Bhd. Note: * Subsidiaries not audited by Ernst & Young ** One special ordinary share is held by UEM ++ Under liquidation
Dormant
Malaysia
100
100
(39) associates country of incorporation effective interest 2008 % Equinox Film Production & Distributors Sdn. Bhd. OptixLab Sdn. Bhd. Probalance Sdn. Bhd. Setia Haruman Sdn. Bhd. Touch N Go Sdn. Bhd. Dormant Ceased operations Under members liquidation Property development and sale of land Operation of a central clearing house for contactless smartcard and related services Malaysia Malaysia Malaysia Malaysia Malaysia 25 50 47.2 25 20 2007 % 25 50 47.2 25 20
143
name of associate
associate of hatibudi Nominees (Tempatan) Sdn. bhd. BIB Insurance Brokers Sdn. Bhd. Insurance brokers, insurance consultants, commission agents and investment holding Malaysia 30 30
(40) joint ventures country of incorporation effective interest 2008 % Haute Property Sdn. Bhd. Horizon Hills Development Sdn. Bhd. Subsidiaries of horizon hills development Sdn. bhd. Horizon Hills Property Services Sdn. Bhd. Horizon Hills Resort Bhd. Management and maintenance services Malaysia Proprietor of a club and management of Malaysia a golf course 100 100 100 Property development Property development Malaysia Malaysia 40 50 2007 % 40 50
name of joint ventures
analysis of shareholDinGs
as at 31 march 2009
144
authoriseD capital RM2,502,000,000.00 comprising 5,000,000,000 ordinary shares of RM0.50 each and 200,000,000 mandatory convertible redeemable preference shares of RM0.01 each ("MCRPS") issueD anD fully paiD RM1,215,637,595.52 comprising 2,428,176,911 ordinary shares of RM0.50 each and 154,914,002 MCRPS of RM0.01 each class of shares Ordinary shares of RM0.50 each MCRPS of RM0.01 each no. of shareholDers 34,598 ordinary shareholders 2 MCRPS holders votinG riGht 1 vote per ordinary share No voting right for MCRPS orDinary shares size of holDinGs no. of shareholDers % of shareholDers no. of shares helD % of issueD capital
Less than 100 100 to 1,000 1,001 to 10,000 10,001 to 100,000 100,001 to less than 5% of issued shares 5% and above of issued shares total
2,482 13,760 14,903 3,102 350 1 34,598
7.17 39.77 43.08 8.97 1.01 0.00 100.00
100,941 6,585,637 51,337,062 88,388,547 408,711,012 1,873,053,712 2,428,176,911
0.00 0.27 2.12 3.64 16.83 77.14 100.00
30 larGest orDinary shareholDers as per the reGister of Depositors AS AT 31 MARCH 2009 no. of shares helD 1,873,053,712 121,071,075 98,814,463 12,679,693 8,549,250 7,000,000 6,620,253 6,000,000 5,780,250 4,815,375 4,212,500 3,955,000 3,410,812 3,187,500 2,550,241 2,527,983 2,434,000 2,429,000 % of issueD capital 77.14 4.99 4.07 0.52 0.35 0.29 0.27 0.25 0.24 0.20 0.17 0.16 0.14 0.13 0.11 0.10 0.10 0.10
145
name of shareholDer 1 UEM Group Berhad 2 HSBC Nominees (Asing) Sdn Bhd Exempt An For Morgan Stanley & Co.Incoprorated 3 Employees Provident Fund Board 4 Citigroup Nominees (Asing) Sdn Bhd Exempt An For Mellon Bank (Mellon) 5 Alliancegroup Nominees (Tempatan) Sdn Bhd Pheim Asset Management Sdn Bhd For Employees Provident Fund 6 HDM Nominees (Tempatan) Sdn Bhd UOB Kay Hian Pte Ltd For Gooi Seong Gum (margin) 7 Citigroup Nominees (Asing) Sdn Bhd Exempt An For Merrill Lynch Pierce Fenner & Smith Incorporated (Foreign) 8 HSBC Nominees (Asing) Sdn Bhd Exempt An For JP Morgan Chase Bank, National Association (Norges Bank) 9 Cartaban Nominees (Asing) Sdn Bhd State Street Luxembourg Fund 9T02 For Emerging Markets High Value Teilfonds 10 Citigroup Nominees (Asing) Sdn Bhd CBNY For DFA Emerging Markets Fund 11 UOBM Nominees (Asing) Sdn Bhd UOB-IOD For United Overseas Bank Limited (ACU) 12 CIMB Group Nominees (Tempatan) Sdn Bhd CIMB Trustee Berhad For Pacific Dana Aman (371 7 TRO1) 13 Pacific & Orient Insurance Co Berhad 14 Kenanga Nominees (Tempatan) Sdn Bhd Public Bank Group Officers' Retirement Benefits Fund 15 Yee Hoong Hing 16 Citigroup Nominees (Asing) Sdn Bhd Exempt An For OCBC Securities Private Limited (Client A/C-NR) 17 RHB Capital Nominees (Temptan) Sdn Bhd Pledged Securities Account For Noor Azman @ Noor Hizam b Mohd Nurdin (CEB) 18 Citigroup Nominees (Tempatan) Sdn Bhd Exempt An For Prudential Fund Management Berhad
as at 31 march 2009
146
30 larGest orDinary shareholDers as per the reGister of Depositors (contD.) AS AT 31 MARCH 2009 name of shareholDer 19 Malaysia Nominees (Asing) Sendirian Berhad British And Malayan Trustees Limited For Lionglobal Singapore/Malaysia Fund (BMT A/C 9001Z) 20 Soo Yow Lee 21 Amanah Raya Nominees (Tempatan) Sdn Bhd Public Savings Fund 22 Low Yew Hock 23 Kumpulan Wang Simpanan Pekerja 24 HSBC Nominees (Asing) Sdn Bhd BNY Brussels For Greatlink Asean Growth Fund 25 AIBB Nominees (Tempatan) Sdn Bhd Pledged Securities Account For Tan Han Chong 26 CIMB Group Nominees (Tempatan) Sdn Bhd BHLB Trustee Berhad For Prugrowth Fund (50138 TR01) 27 Citigroup Nominees (Asing) Sdn Bhd CB Spore GW For Lionglobal Malaysia Fund 28 Lee Kay Huat 29 HSBC Nominees (Asing) Sdn Bhd DZ Bank INTL For Uni Em Fernost Treuhandkonto, Luxembourg 30 Amanah Raya Nominees (Tempatan) Sdn Bhd Public Dividend Select Fund Total no. of shares helD 2,237,500 % of issueD capital 0.09
2,000,000 1,875,000 1,875,000 1,865,000 1,821,500 1,812,500 1,780,000 1,706,250 1,700,000 1,680,000 1,625,000 2,191,068,857
0.08 0.08 0.08 0.08 0.08 0.07 0.07 0.07 0.07 0.07 0.07 90.24
manDatory convertible reDeemable preference shareholDers AS AT 31 MARCH 2009 no. of mcrps helD 125,942,162 28,971,840 154,914,002
name of mcrps holDer 1 UEM Group Berhad 2 Hartanah Lintasan Kedua Sdn Bhd Total
% 81.30 18.70 100.00
substantial shareholDers AS PER THE REGISTER OF SUBSTANTIAL SHAREHOLDERS, ExCLUDING BARE TRUSTEES AS AT 31 MARCH 2009
147
no. of orDinary shares helD name UEM Group Berhad Khazanah Nasional Berhad Notes a Deemed interested by virtue of being the holding company of UEM Group Berhad Direct 1,873,053,712 % 77.14 inDirect 1,873,053,712a % 77.14
statement of Directors' interests in the company anD its relateD corporations AS AT 31 MARCH 2009 The company ueM Land holdings berhad
no.of orDinary shares of rm0.50 each name Tan Sri Dr Ahmad Tajuddin Ali Dato' Ahmad Pardas Senin Wan Abdullah Wan Ibrahim Abdul Kadir Md Kassim Md Ali Md Dewal Oh Kim Sun Dato' Ikmal Hijaz Hashim Omar Siddiq Amin Noer Rashid Direct 2,500,000 375,000 % 0.10 0.01 inDirect %
as at 31 march 2009
148
statement of Directors' interests in the company anD its relateD corporations (contD.) AS AT 31 MARCH 2009 Subsidiary of holding company PLuS expressways berhad
no.of orDinary shares of rm0.25 each name Tan Sri Dr Ahmad Tajuddin Ali Dato' Ahmad Pardas Senin Wan Abdullah Wan Ibrahim Abdul Kadir Md Kassim Md Ali Md Dewal Oh Kim Sun Dato' Ikmal Hijaz Hashim Omar Siddiq Amin Noer Rashid Direct 20,000 40,000 % inDirect %
* *
Less than 0.01%
Subsidiary of holding company Pharmaniaga berhad
no.of orDinary shares of rm1.00 each name Tan Sri Dr Ahmad Tajuddin Ali Dato' Ahmad Pardas Senin Wan Abdullah Wan Ibrahim Abdul Kadir Md Kassim Md Ali Md Dewal Oh Kim Sun Dato' Ikmal Hijaz Hashim Omar Siddiq Amin Noer Rashid Direct % inDirect 177,000 % 0.17
properties of uem lanD holDinGs Group

149
location anD aDDress of property Nusajaya Iskandar Development Region Johor Darul Tazim
brief Description anD existinG use Land held for property development and development-inprogress Agriculture land
area (sq meters) 34,310,104
tenure anD year of expiry Freehold
aGe of builDinG (years)
net book value as at Date of 31/12/2008 revaluation/ rm000 acquisition 1,924,654 1995
PTD 2987 Taman Industri Perintis Mukim Tanjung Kupang Nusajaya Johor Darul Tazim PTD 2994, 2995, 2999, 3001-4, 3006-15, 3050, 3053 Taman Industri Perintis Mukim Tanjung Kupang Nusajaya Johor Darul Tazim Lot no. 247 Mukim of Pulai, Johor Part of PTD 72263 Mukim Pulai, Johor
1,443,424
Freehold
108,768
17.11.2008
Industrial and agriculture land
231,446
Freehold
46,146
17.11.2008
Agriculture land Title no : GM 237 Single storey office building
8,182 12,224
Freehold Freehold
300 4,667
01.09.2004 31.12.2005
recurrent relateD party transactions

150
On 13 October 2008, UEM Land Holdings Berhad (UEM Land Holdings or the Company) obtained the approval of its shareholders for the mandates for UEM Land Holdings and its subsidiaries to enter into recurrent related party transactions (Recurrent Transactions) in the ordinary course of business, with certain related parties. The following is the disclosure of the aggregate value of transactions conducted based on the nature of the Recurrent Transactions made, name of related parties involved in each type of transaction made and their relation with UEM Land Holdings and its subsidiaries during the financial period ended 31 December 2008:interesteD major shareholDers, Directors anD persons connecteD with them Khazanah Nasional Berhad (Khazanah), UEM Group Berhad (UEMG), Tan Sri Dr Ahmad Tajuddin Ali, Dato Ahmad Pardas Senin, Abdul Kadir Md Kassim
item 1
company in uem lanD holDinGs Group UEM Land Berhad and its subsidiaries (UEM Land Group)
relateD party UEM Group Management Sdn Bhd (UEMGM)
nature of relationship UEM Land Berhad (UEM Land) is a wholly-owned subsidiary of the Company which in turn is a 77.1% subsidiary of UEMG UEMGM is a wholly-owned subsidiary of UEMG UEM Land is a wholly-owned subsidiary of the Company which in turn is a 77.1% subsidiary of UEMG UEM Builders is a wholly-owned subsidiary of UEMG
nature of transaction Provision of corporate, training and administrative support services
rm000 426
UEM Land Group
UEM Builders Berhad Khazanah, UEMG, and its subsidiaries Tan Sri Dr Ahmad Tajuddin Ali, (UEM Builders) Dato Ahmad Pardas Senin, Abdul Kadir Md Kassim
Provision of construction and engineering services
14,405
UEM Land Group
Opus Group Berhad (Opus)
Khazanah, UEMG, Tan Sri Dr Ahmad Tajuddin Ali, Dato Ahmad Pardas Senin, Abdul Kadir Md Kassim
UEM Land is a wholly-owned subsidiary of the Company which in turn is a 77.1% subsidiary of UEMG Opus is a 95.1% subsidiary of UEMG
Provision of project management and engineering consulting services
1,837
UEM Land Group
Cermin Cahaya Sdn Bhd (Cermin Cahaya)
Khazanah, UEMG, Tan Sri Dr Ahmad Tajuddin Ali, Dato Ahmad Pardas Senin, Abdul Kadir Md Kassim, Oh Kim Sun
UEM Land is a wholly-owned subsidiary of the Company which in turn is a 77.1% subsidiary of UEMG Cermin Cahaya is a whollyowned subsidiary of Faber Medi-Serve Sdn Bhd which in turn is a wholly-owned subsidiary of Faber Group Berhad, a 34.3% associate of UEMG UEM Land is a wholly-owned subsidiary of the Company which in turn is a 77.1% subsidiary of UEMG TdC Group is a 28.7% associate of TIME Engineering Berhad, which is a 45.0% associate of UEMG
Provision of maintenance and cleaning services at Faber Towers
UEM Land Group
TIME dotCom Berhad Khazanah, UEMG, and its subsidiaries Tan Sri Dr Ahmad Tajuddin Ali, (TdC Group) Dato Ahmad Pardas Senin, Abdul Kadir Md Kassim
Provision of internet lease services
56
item 6
company in uem lanD holDinGs Group UEM Land Group
relateD party Forte Tech Solution Sdn Bhd (Forte Tech)
interesteD major shareholDers, Directors anD persons connecteD with them Khazanah, UEMG, Tan Sri Dr Ahmad Tajuddin Ali, Dato Ahmad Pardas Senin, Abdul Kadir Md Kassim
151
nature of relationship UEM Land is a wholly-owned subsidiary of the Company which in turn is a 77.1% subsidiary of UEMG Forte Tech is a 96.0% subsidiary of UEMG by virtue of its 70.0% direct interest and 30.0% indirect interest held through Pharmaniaga Berhad which in turn is a 86.8% subsidiary of UEMG
nature of transaction Provision of Network Extended UEM Environment (NEURON) services and other ICT shared services
rm000 168
UEM Land Group
Kadir Andri & Partners UEMG, Abdul Kadir Md Kassim (KAAP)
Abdul Kadir Md Kassim is the Managing Partner of KAAP. He is also a Director of the Company and UEMG UEM Land is a wholly-owned subsidiary of the Company which in turn is a 77.1% subsidiary of UEM Teras is a wholly-owned subsidiary of UEMG
Provision of legal advisory services
55
UEM Land Group
Teras Teknologi Sdn Bhd (Teras)
Provision of ICT services, security and access system in Ledang Heights
11
Cahaya Jauhar Sdn Bhd (CJSB)
UEMGM
CJSB is a 60% subsidiary of UEM Land which in turn is a wholly-owned subsidiary of the Company which in turn is a 77.1% subsidiary of UEMG UEMGM is a wholly-owned subsidiary of UEMG
Provision of corporate, training and administrative support services
24
10
CJSB
UEM Builders
CJSB is a 60% subsidiary of UEM Land which in turn is a wholly-owned subsidiary of the Company which in turn is a 77.1% subsidiary of UEMG UEM Builders is a wholly-owned subsidiary of UEMG
Provision of construction and engineering services
23,619
Total
40,605
notice of first annual General meetinG

152
NOTICE IS HEREBY GIVEN THAT the First Annual General Meeting of the Company will be held at Grand Ballroom, 1st Floor, Sime Darby Convention Centre, 1A Jalan Bukit Kiara 1, 60000 Kuala Lumpur on Wednesday, 10 June 2009 at 10.30 a.m. for the purpose of transacting the following businesses: aGenDa 1 To receive the Audited Financial Statements for the year ended 31 December 2008 together with the Reports of the Directors and Auditors thereon.
As Ordinary Business 2 To re-elect the following Directors retiring in accordance with Article 92 of the Companys Articles of Association and who being eligible, have offered themselves for re-election: i) ii) iii) iv) v) vi) vii) 3 4 Tan Sri Dr Ahmad Tajuddin Ali Wan Abdullah Wan Ibrahim Abdul Kadir Md Kassim Md Ali Md Dewal Oh Kim Sun Dato Ikmal Hijaz Hashim Omar Siddiq Amin Noer Rashid Resolution 1 Resolution 2 Resolution 3 Resolution 4 Resolution 5 Resolution 6 Resolution 7 Resolution 8 Resolution 9
To approve the payment of Directors remuneration in respect of the financial year ended 31 December 2008. To re-appoint Messrs Ernst & Young as Auditors and to authorise the Directors to fix their remuneration.
As Special Business To consider and, if thought fit, to pass the following as ordinary resolutions: 5 PROPOSED AUTHORITY TO ALLOT AND ISSUE SHARES PURSUANT TO SECTION 132D OF THE COMPANIES ACT, 1965 THAT pursuant to Section 132D of the Companies Act, 1965, the Directors be and are hereby authorised to allot and issue shares in the Company at any time and upon such terms and conditions and for such purposes as the Directors may, in their absolute discretion deem fit, provided that the aggregate number of shares issued pursuant to this resolution does not exceed 10% of the issued capital of the Company as at the date of this Annual General Meeting and that the Directors be and are also empowered to obtain the approval for the listing and quotation for the additional shares so issued on Bursa Malaysia Securities Berhad and that such authority shall continue to be in force until the conclusion of the next Annual General Meeting of the Company. 6 PROPOSED MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE THAT pursuant to paragraph 10.09 of the Listing Requirements of Bursa Malaysia Securities Berhad, approval be and is hereby given for the Shareholders Mandate for the Company and/or its subsidiaries (UEM Land Holdings Group) to enter into recurrent related party transactions of a revenue or trading nature, which are necessary for the day-to-day operations of UEM Land Holdings Group to be entered into by UEM Land Holdings Group provided such transactions are in the ordinary course of business and are on terms not more favorable to the related party than those generally available to the public, particulars of which are set out in Section 2.2 of the Circular to Shareholders of the Company dated 8 May 2009 AND THAT such approval conferred by the mandate shall continue to be in force until: a) the conclusion of the next Annual General Meeting (AGM) of the Company following this AGM at which such mandate is passed, at which time it will lapse, unless by a resolution passed at such general meeting whereby the authority is renewed; b) the expiration of the period within which the next AGM of the Company after that date is required to be held pursuant to Section 143(1) of the Companies Act, 1965 (Act) (but shall not extend to such extensions as may be allowed pursuant to Section 143(2) of the Act); or
Resolution 10
c) revoked or varied by resolution passed by the shareholders in a general meeting, whichever is the earlier, AND FURTHER THAT the Directors of the Company and/or any of them be and are/is (as the case may be) hereby authorised to complete and do all such acts and things (including executing such documents under the common seal in accordance with the provisions of the Articles of Association of the Company, as may be required) as they may consider expedient or necessary to give effect to the Proposed Mandate. 7 To transact any other business for which due notice shall have been given.
153
Resolution 11
By Order of the Board TAN HWEE THIAN (MIA 1904) MOHD NOR AZAM MOHD SALLEH (MAICSA 7028137) Company Secretaries Kuala Lumpur 8 May 2009
NoTe 1 1 Every member is entitled to appoint a proxy or in the case of a corporation, to appoint a representative to attend and vote in his place. A proxy may but need not be a member of the Company and the provision of Section 149(1)(b) of the Companies Act, 1965 need not be complied with. 2 To be valid, the original form of proxy duly completed must be deposited at the Share Registrars office, Symphony Share Registrars Sdn Bhd, Level 26, Menara Multi-Purpose, Capital Square, No. 8, Jalan Munshi Abdullah, 50100 Kuala Lumpur not less than 48 hours before the time of holding the Meeting. 3 The instrument appointing a proxy shall be in writing under the hand of the appointor or his attorney duly authorised in writing or if such appointor is a corporation, under its common seal or under the hand of its attorney. 4 If the Form of Proxy is returned without any indication as to how the proxy shall vote, the proxy will vote or abstain as he thinks fit. 5 If no name is inserted in the space provided for the name of your proxy, the Chairman of the Meeting will act as your proxy. 6 A member holding one thousand (1,000) ordinary shares or less may appoint only one (1) proxy to attend and vote at a general meeting who shall represent all the shares held by such member. A member holding more than one thousand (1,000) ordinary shares may appoint up to ten (10) proxies to attend and vote at the same meeting and each proxy appointed, shall represent a minimum of one thousand (1,000) ordinary shares. Where a member appoints one (1) or more proxies to attend and vote at the same meeting, such appointments shall be invalid unless the member specifies the proportion of his shareholding to be represented by each proxy. NoTe 2 Resolution pursuant to Section 132d of the companies act, 1965 The proposed Resolution 10, if passed, would enable the Directors to issue up to a maximum of 10% of the issued share capital of the Company as at the date of this Annual General Meeting for such purposes as the Directors consider would be in the best interest of the Company. This authority, unless revoked or varied by the Company at a General Meeting, will expire at the next Annual General Meeting. NoTe 3 Resolution on the Proposed Mandate for Recurrent Related Party Transactions of a Revenue or Trading Nature For Resolution 11, further information on the Recurrent Related Party Transactions is set out in the Circular to Shareholders of the Company dated 8 May 2009 which is despatched together with the Companys Annual Report 2008.
statement accompanyinG notice of the first annual General meetinG
154
Directors who are seekinG re-election at the first annual General meetinG of the company The details of all the Directors seeking re-election are set out in their respective profiles which appear in the Profile of Directors on pages 41 to 43 of this Annual Report. The details of their interest in the securities of the Company are set out in the Analysis of Shareholdings on pages 144 to 148 of this Annual Report.
proxy form
I/We, of being a member of UEM LAND HOLDINGS BERHAD (the Company), hereby appoint of or failing him/her the Chairman of the meeting as my/our proxy to vote for me/us and on my/our behalf at the First Annual General Meeting of the Company to be held at Grand Ballroom, 1st Floor, Sime Darby Convention Centre, 1A Jalan Bukit Kiara 1, 60000 Kuala Lumpur on Wednesday, 10 June 2009 at 10.30 a.m. and at any adjournment thereof.
(Please indicate with an or x in the boxes provided how you wish your vote to be cast. If you do not do so, the proxy will vote or abstain from voting at his discretion.)
Resolution To re-elect the following Directors retiring in accordance with Article 92 of the Companys Articles of Association: i) Tan Sri Dr Ahmad Tajuddin Ali ii) Wan Abdullah Wan Ibrahim iii) Abdul Kadir Md Kassim iv) Md Ali Md Dewal v) Oh Kim Sun vi) Dato Ikmal Hijaz Hashim vii) Omar Siddiq Amin Noer Rashid To approve the payment of Directors remuneration in respect of the financial year ended 31 December 2008. To re-appoint Messrs Ernst & Young as Auditors and to authorise the Directors to fix their remuneration. To authorise Directors to allot and issue shares pursuant to Section 132D of the Companies Act, 1965. To approve the Proposed Mandate for Recurrent Related Party Transactions of a Revenue or Trading Nature. 1 2 3 4 5 6 7 8 9 10 11
For
Against
No. of shares SIGNATURE

(If shareholder is a corporation, this part should be executed under seal)
CDS Account Number
DATED THIS
DAY OF
2009
Telephone No.
NoTe 1 Every member is entitled to appoint a proxy or in the case of a corporation, to appoint a representative to attend and vote in his place. A proxy may but need not be a member of the Company and the provision of Section 149(1)(b) of the Companies Act, 1965 need not be complied with. 2 To be valid, the original form of proxy duly completed must be deposited at the Share Registrars office, Symphony Share Registrars Sdn Bhd, Level 26, Menara Multi-purpose, Capital Square, No. 8, Jalan Munshi Abdullah, 50100 Kuala Lumpur not less than 48 hours before the time of holding the Meeting. 3 The instrument appointing a proxy shall be in writing under the hand of the appointor or his attorney duly authorised in writing or if such appointor is a corporation, under its common seal or under the hand of its attorney. 4 If the Form of proxy is returned without any indication as to how the proxy shall vote, the proxy will vote or abstain as he thinks fit. 5 If no name is inserted in the space provided for the name of your proxy, the Chairman of the Meeting will act as your proxy. 6 A member holding one thousand (1,000) ordinary shares or less may appoint only one (1) proxy to attend and vote at a general meeting who shall represent all the shares held by such member. A member holding more than one thousand (1,000) ordinary shares may appoint up to ten (10) proxies to attend and vote at the same meeting and each proxy appointed, shall represent a minimum of one thousand (1,000) ordinary shares. Where a member appoints one (1) or more proxies to attend and vote at the same meeting, such appointments shall be invalid unless the member specifies the proportion of his shareholding to be represented by each proxy.
fold this flap to seal
Affix stamp here
the share reGistrars office Symphony Share Registrars Sdn Bhd Level 26, Menara Multi-Purpose Capital Square No. 8 Jalan Munshi Abdullah 50100 Kuala Lumpur
fold here
CORPORATE DIRECTORy
CORPORATE HEADqUARTERS
16-1 Mercu UEM Jalan Stesen Sentral 5 Kuala Lumpur Sentral 50470 Kuala Lumpur Malaysia
TEL FAX
BUSINESS OFFICE, SALES AND MARKETING OPERATIONS
+603-2727 6000 +603-2727 2000 www.uemland.com
Nusajaya Centre No. 8, Ledang Heights 79100 Nusajaya Johor Darul Tazim Malaysia
+607-277 3700 +607-277 3701 www.nusajayacity.com

TEL FAX
Puteri Harbour Satellite Clubhouse Lot PTD141090 79100 Nusajaya Johor Darul Tazim Malaysia
TEL FAX
+607-530 2122 +607-530 2125/2126
Horizon Hills Golf & Country Club No. 1 Jalan Eka Horizon Hills 79100 Nusajaya Johor Darul Tazim Malaysia
TEL FAX
+607-232 3166 +607-232 3919
Cahaya Jauhar Sdn Bhd 27 & 29, Jalan Indah 15/3 Bukit Indah 79100 Nusajaya Johor Darul Tazim Malaysia
TEL FAX
+607-235 0800 +607-235 0890
Setia Haruman Sdn Bhd The Lodge 63000 Cyberjaya Selangor Darul Ehsan Malaysia
TEL FAX
+603-8312 8000 +603-8312 8100
830144-W

FROM VISION TO ACTION: UEM LAND HOLDINGS BERHAD ANNUAL REPORT 2008

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FROM VISION TO ACTION: UEM LAND HOLDINGS BERHAD ANNUAL REPORT 2008

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UEM LAND HOLDINGS BERHAD ANNUAL REPORT 2008

UEM LAND HOLDINGS BERHAD