CIRCULAR TO SHAREHOLDERS IN RELATION TO ...ir.chartnexus.com/umland/website_HTML/attachments/...THIS CIRCULAR CONTAINS IMPORTANT INFORMATION FOR YOUR ATTENTION. If you are in any doubt

THIS CIRCULAR CONTAINS IMPORTANT INFORMATION FOR YOUR ATTENTION. If you are in any doubt as to what action you should take, please consult an appropriate independent professional adviser. Bursa Malaysia Securities Berhad takes no responsibility for the contents of this Circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this Circular.

(Company No. 4131-M) (Incorporated in Malaysia)

CIRCULAR TO SHAREHOLDERS

IN RELATION TO

• PROPOSED SHAREHOLDERS’ MANDATE FOR RECURRENT RELATED PARTY

TRANSACTIONS • PROPOSED GENERAL MANDATE FOR THE PROVISION OF FINANCIAL

ASSISTANCE

AND

NOTICE OF EXTRAORDINARY GENERAL MEETING The Notice of Extraordinary General Meeting (“EGM”) of the Company to be held at Nirwana Ballroom 2, Lower Lobby, Crowne Plaza Mutiara Kuala Lumpur, Jalan Sultan Ismail, 50250 Kuala Lumpur, on Tuesday, 24 June 2008 immediately following the conclusion of or adjournment (as the case may be) of the 47th Annual General Meeting of the Company which will be held at the same venue and on the same day at 10.30 a.m., together with the Form of Proxy is enclosed in this Circular. As a shareholder, you can appoint a proxy or proxies to attend and vote on your behalf. You must complete and deposit the Form of Proxy at the office of the Company’s share registrar, Securities Services (Holdings) Sdn Bhd, at Level 7, Menara Milenium, Jalan Damanlela, Pusat Bandar Damansara, Damansara Heights, 50490 Kuala Lumpur not later than forty-eight (48) hours before the time set for the meeting or any adjournment thereof. You are not precluded from attending and voting in person at the EGM should you wish to do so subsequent to the lodging of the Form of Proxy. Last date and time for lodging the Form of Proxy : Sunday, 22 June 2008 at 10.30 a.m. Date and time for the EGM : Immediately following the conclusion of or adjournment (as the case may be) of the

47th Annual General Meeting on Tuesday, 24 June 2008 at 10.30 a. m. Venue of the EGM : Nirwana Ballroom 2, Lower Lobby, Crowne Plaza Mutiara Kuala Lumpur, Jalan

Sultan Ismail, 50250 Kuala Lumpur

This Circular is dated 2 June 2008

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DEFINITIONS Unless otherwise stated, the following definitions shall have the following meanings: Companies

“AIM” : Ascott International Management (Malaysia) Sdn Bhd, an indirect wholly-owned subsidiary of The Ascott Group Limited, which in turn is an indirect wholly- owned subsidiary of CapitaLand

“AR” : Alpine Return Sdn Bhd, a company in which UMLand has equity interest of 50.00%

“BHD” : Bangi Heights Development Sdn Bhd, a 70.00% owned subsidiary of Country Equity Sdn Bhd, which in turn is a wholly-owned subsidiary of UMLand

“CapitaLand” : CapitaLand Limited, a major shareholder of UMLand with equity interest of 20.71% in UMLand via Opal Holdings Pte Ltd and Prime Equities Pte Ltd

“CRL” : CapitaLand Residential Limited, a wholly-owned subsidiary of CapitaLand

“ES” : Exquisite Skyline Sdn Bhd, a 71.00% owned subsidiary of UMLand

“LCM” : Liang Court (Malaysia) Sdn Bhd, an indirect wholly-owned subsidiary of The Ascott Group Limited, which in turn is an indirect wholly- owned subsidiary of CapitaLand

“MRCB” : Malaysian Resources Corporation Berhad

“OSP” : OneSentral Park Sdn Bhd, a company in which MRCB and CapitaLand have direct interest of 51.00% and indirect interest of 49.00% respectively

“SSBC” : SSBC Sdn Bhd, a 50.53% owned subsidiary of UM Residences Sdn Bhd, which in turn is a wholly-owned subsidiary of UMLand

“SSTwo” : Suasana Sentral Two Sdn Bhd, a company in which UMLand and MRCB have equity interest of 70.00% and 30.00% respectively

“TCB” : Tradewinds Corporation Berhad, a major shareholder of UMLand with indirect equity interest of 7.38% in UMLand

“TCB Group” : TCB and its subsidiary companies, collectively

“TIIB” : Tradewinds International Insurance Broker Sdn Bhd, a wholly-owned subsidiary of TCB

“TP” : Tradewinds Properties Sdn Bhd, a wholly-owned subsidiary of TCB

“TRSB” : Tradewinds Resources Sdn Bhd, a wholly-owned subsidiary of TCB

“UMLand” or “Company” : United Malayan Land Bhd

“UMLand Group” or “Group” : UMLand, its subsidiaries and associated companies, collectively

Proposals

“Mandated Related Parties” : AIM, BHD, ES, LCM, SSBC, SSTwo, TIIB and TP

“Proposals” : Proposed Shareholders’ Mandate and Proposed Provision of Financial Assistance, collectively

“Proposed Provision of Financial Assistance”

: Proposed general mandate for the provision of financial assistance

“Proposed Shareholders’ Mandate”

: Proposed shareholders’ mandate for Recurrent Related Party Transactions

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DEFINITIONS (Cont’d) “Recurrent Related Party Transaction”

: A recurrent transaction of a revenue or trading nature entered into by UMLand Group which involves the interest, direct or indirect, of a related party

Authorities/Regulations

“Act” : Companies Act, 1965, as amended from time to time

“Bursa Securities” : Bursa Malaysia Securities Berhad

“Listing Requirements” : Listing Requirements of Bursa Securities, including any amendments that may be made from time to time

Others

“AGM” : Annual General Meeting

“Board” : The Board of Directors of UMLand

“EGM” : Extraordinary General Meeting

“RM” and “sen” : Ringgit Malaysia and sen, respectively

“Share(s)” : Ordinary share(s) of RM1.00 each in UMLand We have inserted headings and sub-headings in this Circular for convenience of reference only.

The rest of this page has been intentionally left blank

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TABLE OF CONTENTS LETTER TO SHAREHOLDERS OF UMLAND CONTAINING: SECTION PAGE 1. INTRODUCTION 1

2. THE PROPOSALS 2

3. RATIONALE FOR THE PROPOSALS 12

4. FINANCIAL EFFECTS OF THE PROPOSALS 13

5. CONDITIONS OF THE PROPOSALS 13

6. INTERESTS OF INTERESTED DIRECTORS AND MAJOR SHAREHOLDERS 14

7. DIRECTORS’ RECOMMENDATION 15

8. EGM 15

9. FURTHER INFORMATION 16 APPENDIX I FURTHER INFORMATION 17

NOTICE OF EGM 19

FORM OF PROXY ENCLOSED


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Registered Office: Suite 1.1, 1st Floor Kompleks Antarabangsa Jalan Sultan Ismail 50250 Kuala Lumpur 2 June 2008

Board of Directors: Tun Musa Hitam (Chairman / Independent Non-Executive Director) Lui Chong Chee (Joint Deputy Chairman / Non-Independent Non-Executive Director) Dato’ Ng Eng Tee (Joint Deputy Chairman / Non-Independent Executive Director) Datuk Syed Ahmad Khalid Bin Syed Mohammed (Independent Non-Executive Director) Datuk Nur Jazlan Bin Tan Sri Mohamed (Independent Non-Executive Director) Syed Azmin Bin Mohd Nursin @ Syed Nor (Non-Independent Non-Executive Director) Chen Lian Pang (Non Independent Non-Executive Director) Ng Eng Soon (Non-Independent Non-Executive Director) Pakhruddin Bin Sulaiman (Non-Independent Non-Executive Director) Ho Kiam Kheong (Alternate Director to Lui Chong Chee and Chen Lian Pang) To: The Shareholders of United Malayan Land Bhd Dear Sirs, • PROPOSED SHAREHOLDERS’ MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS • PROPOSED GENERAL MANDATE FOR THE PROVISION OF FINANCIAL ASSISTANCE 1. INTRODUCTION

On 25 June 2007, the Company announced that the shareholders of UMLand had at the EGM held on 25 June 2007 approved, inter alia, the following: (i) renewal of shareholders’ mandate for the Company and its subsidiaries to enter into Recurrent

Related Party Transactions and authority for the Company and its subsidiaries to enter into additional Recurrent Related Party Transactions until: (a) the conclusion of the 47th AGM of the Company on 24 June 2008 at which time it will

lapse, unless by a resolution passed at the meeting, the authority is renewed; (b) the expiration of the period within which the next AGM after the date it is required to be

held pursuant to Section 143 (1) of the Act but shall not extend to such extension as may be allowed pursuant to Section 143 (2) of the Act; or

(c) revoked or varied by resolution passed by the shareholders in general meeting; whichever is the earlier; and

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(ii) authority for the Company and/or its subsidiaries to provide/procure financial assistance on a short term basis to/from AR, BHD, ES, SSBC and SSTwo via the pooling of funds.

The above approvals shall expire at the conclusion of the 47th AGM of the Company, which will be held on 24 June 2008. On 27 March 2008, the Company announced that it is proposing to: (i) renew the shareholders’ mandate for the Company and its subsidiaries to enter into Recurrent

Related Party Transactions; and (ii) renew the shareholders’ mandate for the Company and/or its subsidiary companies to

provide/procure financial assistance on a short term basis to/from AR, BHD, ES, SSBC and SSTwo via the pooling of funds.

In addition, the Company announced on even date that it proposes to seek approval from its shareholders for the Company and/or its subsidiary companies to enter into additional Recurrent Related Party Transactions with LCM. The purpose of this Circular is to provide you with the relevant information on the Proposals, to set out your Board’s recommendation on the Proposals and to seek your approval for the resolutions to be tabled at the forthcoming EGM to be convened at Nirwana Ballroom 2, Lower Lobby, Crowne Plaza Mutiara Kuala Lumpur, Jalan Sultan Ismail, 50250 Kuala Lumpur on 24 June 2008 immediately following the conclusion of or adjournment (as the case may be) of the 47th AGM of the Company which will be held at the same venue and on the same day at 10.30 a.m., whichever is the later. The Notice of EGM together with the Form of Proxy are enclosed in this Circular. WE ADVISE THE SHAREHOLDERS OF UMLAND TO READ AND CONSIDER CAREFULLY THE CONTENTS OF THIS CIRCULAR BEFORE VOTING ON THE RESOLUTIONS TO GIVE EFFECT TO THE PROPOSALS AT THE FORTHCOMING EGM.

2. THE PROPOSALS

2.1 Proposed Shareholders’ Mandate

2.1.1 Paragraph 10.09 of the Listing Requirements

Under Paragraph 10.09 (1) of the Listing Requirements, the Company may seek a shareholders’ mandate in respect of related party transactions involving recurrent transactions of a revenue or trading nature which are necessary for its day-to-day operations subject to the following: (i) the transactions are in the ordinary course of business and are on terms not more favourable to

the related party than those generally available to the public; (ii) the shareholders’ mandate is subject to annual renewal and disclosure is made in the annual

report of the aggregate value of transactions conducted pursuant to the shareholders’ mandate during the financial year where the aggregate value is equal to or exceed the applicable prescribed threshold under paragraph 2.1 of Practice Note 12/2001 of the Listing Requirements;.

(iii) the issuing of a Circular to shareholders; and (iv) in a meeting to obtain shareholders’ mandate, the interested Director, interested major

shareholder or interested persons connected to a Director or major shareholder; and where it involves the interest of an interested person connected to a Director or major shareholder, such Director or major shareholder, must not vote on the resolution approving the transactions. An interested Director or interested major shareholder must ensure that persons connected to him abstain from voting on the resolution approving the transactions.

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2.1.2 Shareholders’ Mandate for Existing and Additional Recurrent Related Party Transactions The principal activities of UMLand consist of investment holding and provision of management services. Its subsidiaries are principally involved in property development, property investment and investment holding. It is anticipated that the Group would, in the ordinary course of business, continue to transact and/or may from time to time enter into Recurrent Related Party Transactions which are necessary for its day-to-day operations as set out in Section 2.1.4 below. It is likely that such transactions will occur with some degree of frequency and could arise at any time. The Board is seeking a renewal of the shareholders’ mandate and an approval from the shareholders for the additional Recurrent Related Party Transaction which allow the Group to enter into these Recurrent Related Party Transactions as provided under Paragraph 10.09 of the Listing Requirements with the Mandated Related Parties set out in Section 2.1.3 below provided: • they are carried out at arm’s length; • they are on normal commercial terms consistent with the Group’s usual business practices and

policies; • they are on terms not more favourable to the Mandated Related Parties than those generally

available to the public; and • they are not to the detriment of the minority shareholders. The Recurrent Related Party Transactions will also be subject to the review methods or procedures set out in Section 2.1.5 below. Disclosure will be made in the annual report of the Company of the aggregate value of transactions conducted pursuant to the shareholders’ mandate during the financial year based on the type of the recurrent transactions made, and the names of the Mandated Related Parties involved in each type of the recurrent transactions made and their relationship with the Company and in the annual report of the subsequent year during which the shareholders’ mandate remains in force.


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2.1.3 Classes of Related Parties The classes of related parties of the existing Recurrent Related Party Transactions to be renewed are as follows:

Mandated Related Parties Principal Activities

Interested Directors, Major Shareholders and Connected Persons

(i) AIM Management of serviced residences

Interested major shareholders • Opal Holdings Pte Ltd • CapitaLand Residential Malaysia

Pte Ltd 1 • CRL • CapitaLand • Temasek Holdings (Private)

Limited Interested directors • Lui Chong Chee • Chen Lian Pang • Ho Kiam Kheong

(ii)

BHD Property development and property investment


Pte Ltd 1 • CRL • CapitaLand • Temasek Holdings (Private) Limited Interested directors • Lui Chong Chee • Chen Lian Pang • Ho Kiam Kheong

(iii) ES Property development Interested major shareholders • TRSB • TCB • Perspective Lane (M) Sdn Bhd • Restu Jernih Sdn Bhd • Tan Sri Dato’ Syed Mokthar Shah

Bin Syed Nor Interested director • Syed Azmin Bin Mohd Nursin @

Syed Nor • Pakhruddin Bin Sulaiman

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(iv)

SSBC

Letting, subletting, operating, maintaining, managing and marketing Somerset Seri Bukit Ceylon Serviced Residences



(v) SSTwo Property development Interested major shareholders • Opal Holdings Pte Ltd • CapitaLand Residential Malaysia

Pte Ltd 1 • CRL • CapitaLand • Temasek Holdings (Private) Limited

Interested directors • Lui Chong Chee • Chen Lian Pang • Ho Kiam Kheong Persons connected to major shareholder • MRCB • Shahril Ridza Bin Ridzuan

(vi)

TIIB Insurance broker for direct insurance and reinsurance business

Interested major shareholders • TRSB • TCB • Perspective Lane (M) Sdn Bhd • Restu Jernih Sdn Bhd • Tan Sri Dato’ Syed Mokhtar Shah



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(vii)

TP

Property investment

Interested major shareholders • TRSB • TCB • Perspective Lane (M) Sdn Bhd • Restu Jernih Sdn Bhd • Tan Sri Dato’ Syed Mokhtar Shah



The class of related party of the additional Recurrent Related Party Transactions to be mandated is as follows:

Mandated Related Party Principal Activities


(i) LCM Investment holding Interested major shareholders • Opal Holdings Pte Ltd • CapitaLand Residential Malaysia


Note: 1. Change of name from Vanda Holdings Pte Ltd to CapitaLand Residential Malaysia Investment Pte Ltd on 5

October 2007 and subsequently to CapitaLand Residential Malaysia Pte Ltd on 24 October 2007. The Proposed Shareholders’ Mandate for the Recurrent Related Party Transactions will apply to all the above related party transactions and the details of the nature of the Recurrent Related Party Transactions and its estimated values are set out in Section 2.1.4 below. Relationships of UMLand with the Mandated Related Parties for: The Existing Recurrent Related Party Transactions (i) AIM

AIM is an indirect wholly-owned subsidiary of CapitaLand which in turn is a major shareholder of UMLand, with equity interest of 20.71% in UMLand. Lui Chong Chee, Chen Lian Pang and Ho Kiam Kheong are Directors of UMLand who are nominated to the Board by CapitaLand. They are deemed persons connected to CapitaLand.

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(ii) BHD

BHD is a 70.00% owned subsidiary of Country Equity Sdn Bhd, which in turn is a wholly-owned subsidiary of UMLand. Other than through its interest in UMLand, CapitaLand also has a 30.00% equity interest in BHD via its subsidiary, Sapphire Investment Pte Ltd. Lui Chong Chee, Chen Lian Pang and Ho Kiam Kheong are Directors of UMLand who are nominated to the Board by CapitaLand. They are deemed persons connected to CapitaLand.

(iii) ES ES is a 71.00% owned subsidiary of UMLand. ES has a subsisting joint land development

arrangement with MMC Frigstad Offshore Sdn Bhd which is a wholly-owned subsidiary of MMC Corporation Berhad through Anglo-Oriental (Malaya) Sdn Bhd.

Tan Sri Dato’ Syed Mokhtar Shah Bin Syed Nor is deemed a major shareholder of MMC with direct and indirect interests totaling 51.76%. Tan Sri Dato’ Syed Mokhtar Shah Bin Syed Nor is also a major shareholder of UMLand, with indirect equity interest of 7.38% in UMLand by virtue of his indirect interest in TCB, which is also a major shareholder in UMLand. His interest in TCB arises via his 99.99% interest in Restu Jernih Sdn Bhd and Perspective Lane (M) Sdn Bhd. Restu Jernih Sdn Bhd owns the entire equity interest in Perspective Lane (M) Sdn Bhd which in turn holds 47.07% equity interest in TCB. Pakhruddin Bin Sulaiman is a Director of UMLand who has direct interest totalling 7.59% in TCB. Syed Azmin Bin Mohd Nursin @ Syed Nor is a Director of UMLand who is nominated to the Board by TCB. Syed Azmin Bin Mohd Nursin @ Syed Nor is also the brother of Tan Sri Dato’ Syed Mokhtar Shah Bin Syed Nor, a major shareholder of UMLand. As such, he is deemed a person connected to TCB and Tan Sri Dato’ Syed Mokhtar Shah Bin Syed Nor.

(iv) SSBC

SSBC is a 50.53% owned subsidiary of UM Residences Sdn Bhd, which in turn is a wholly-owned subsidiary of UMLand. CapitaLand has 49.47% equity interest in SSBC through Liang Court (Malaysia) Sdn Bhd, which in turn is an indirect wholly-owned subsidiary of The Ascott Group Limited. Lui Chong Chee, Chen Lian Pang and Ho Kiam Kheong are Directors of UMLand who are nominated to the Board by CapitaLand. They are deemed persons connected to CapitaLand.

(v) SSTwo

SSTwo is a 70.00% owned subsidiary of UMLand and 30.00% owned associated company of MRCB. CapitaLand has a subsisting joint venture arrangement with MRCB through OSP in which CapitaLand and MRCB have indirect equity interest of 49.00% and direct equity interest of 51.00% respectively. As such, MRCB is deemed a person connected to CapitaLand. Lui Chong Chee, Chen Lian Pang and Ho Kiam Kheong are Directors of UMLand who are nominated to the Board by CapitaLand. They are deemed persons connected to CapitaLand. Shahril Ridza Bin Ridzuan is a Director of MRCB and SSTwo and therefore deemed a person connected to CapitaLand.

(vi) TCB Group

TCB is a major shareholder of UMLand through TRSB, with indirect equity interest of 7.38% in UMLand. TIIB is a wholly-owned subsidiary of TCB. Tan Sri Dato’ Syed Mokhtar Shah Bin Syed Nor is a major shareholder of UMLand, with indirect equity interest of 7.38% in UMLand by virtue of his indirect interest in TCB, which is also a major shareholder in UMLand. His interest in TCB arises via his 99.99% interest in Restu Jernih Sdn

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Bhd and Perspective Lane (M) Sdn Bhd. Restu Jernih Sdn Bhd owns the entire equity interest in Perspective Lane (M) Sdn Bhd which in turn holds 47.07% equity interest in TCB. Pakhruddin Bin Sulaiman is a Director of UMLand who has direct interest totalling 7.59% in TCB. Syed Azmin Bin Mohd Nursin @ Syed Nor is a Director of UMLand who is nominated to the Board by TCB. Syed Azmin Bin Mohd Nursin @ Syed Nor is also the brother of Tan Sri Dato’ Syed Mokhtar Shah Bin Syed Nor, a major shareholder of UMLand. As such, he is deemed a person connected to TCB and Tan Sri Dato’ Syed Mokhtar Shah Bin Syed Nor.

The Additional Recurrent Related Party Transactions

(i) LCM

LCM is an indirect wholly-owned subsidiary of The Ascott Group Limited, which in turn is an indirect wholly-owned subsidiary of CapitaLand. LCM has a 49.47% equity interest in SSBC, a 50.53% owned subsidiary of UM Residences Sdn Bhd, which in turn is a wholly-owned subsidiary of UMLand. Lui Chong Chee, Chen Lian Pang and Ho Kiam Kheong are Directors of UMLand who are nominated to the Board by CapitaLand. They are deemed persons connected to CapitaLand.

2.1.4 Nature of Recurrent Related Party Transactions and Estimated Value The Recurrent Related Party Transactions which will be covered by the Proposed Shareholders’ Mandate are general transactions by the UMLand Group relating to the provisions of or procurement from, the Mandated Related Parties, products and services in the ordinary course of business of the UMLand Group which are as follows:

Income / (Expense) to the

UMLand Group Mandated

Related Parties Nature of Transactions Estimated Value During the Validity Period of Mandate

Existing RM

(i) AIM Procurement of technical consultancy and management services

700,000

(ii) BHD Provision of management services 1,920,000

(iii) ES Provision of project management services 1,700,000

Provision of management services N/A1

(iv) TP Rental of office premises 2 , parking, maintenance and other services

(791,600)

(v) SSTwo Provision of management services 375,000

(vi) TIIB Procurement of insurance services N/A1

(vii) SSBC Rental income of serviced residences 3 1,600,000

Additional

(i) LCM Rental expense for serviced residences 3 (1,500,000) Notes: 1. The estimated value of these transactions cannot be determined as they are dependent on projects

awarded/contracts entered into from time to time 2. The office premises is located in Kompleks Antarabangsa, Kuala Lumpur. The lease period is for two (2)

years and the payments are payable on an equal pro-rated monthly basis. The lease arrangement is in compliance with Paragraph 4.2(c) of Practice Note 12/2001 of the Listing Requirements

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3. The lease period is for three (3) years with an automatic renewal of a further six months and the income/expense is receivable/payable on a quarterly basis. The lease arrangement is in compliance with Paragraph 4.2(c) of Practice Note 12/2001 of the Listing Requirements

2.1.5 Review Methods or Procedures for Recurrent Related Party Transactions

The following review methods or procedures have been formulated to ensure that Recurrent Related Party Transactions contemplated under the Proposed Shareholders’ Mandate are undertaken on terms not more favourable to the related party than those generally available to the public and are not to the detriment of the minority shareholders: (a) Identification

All companies within the UMLand Group are required to inform the holding company before entering into any Recurrent Related Party Transactions other than those entered pursuant to the shareholders’ mandate. In addition, all heads of business unit and department are advised to report to the holding company on all transactions involving related parties to ensure appropriate compliance with the Listing Requirements in respect of such transactions. All related party transactions are to be tabled to the Audit Committee for review on a quarterly basis.

(b) Authorisation (i) The transaction prices, terms and conditions are to be determined by market forces,

under similar commercial terms for transactions with the public, which depend on the demand and supply of the products and services. Each Recurrent Related Party Transaction shall comply with UMLand Group’s existing internal procurement procedures. Where quotations are required to be obtained, at least one of the quotations is to be obtained from a third party.

(ii) If a member of the Board or Audit Committee has an interest, direct or indirect, in any

related party transactions as the case may be, he shall abstain from any decision-making by the Board or Audit Committee in respect of the said transaction.

(c) Monitoring and Reporting

(i) Appropriate records shall be maintained by respective companies within the UMLand

Group to record all related party transactions, including Recurrent Related Party Transactions, which are entered into pursuant to the shareholders’ mandate. All related party transactions shall be reported to the Audit Committee on a quarterly basis together with the quarterly financial reports.

(ii) The Audit Committee shall review the quarterly reports on related party transactions to

ascertain that the guidelines and procedures established to monitor Recurrent Related Party Transactions have been complied with.

(iii) The Audit Committee has reviewed and shall continue to review the adequacy and

appropriateness of the procedures as and when required, with the authority to sub-delegate to individuals or committee within the Company, as they deem appropriate.

(iv) If during the periodic review as mentioned in paragraphs (c) (ii) and (c) (iii) above, the

Audit Committee is of the opinion that the guidelines and procedures are not sufficient to ensure that the Recurrent Related Party Transactions are undertaken: • on arm’s length basis; • under normal commercial terms consistent with the Group’s business

practices and policies; • on terms not more favourable to the related parties than those generally

available to the public; and • not to the detriment of the minority shareholders of the Company;

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the Company will procure a fresh mandate from the shareholders based on a new or additional set of review procedures and guidelines.

2.1.6 Audit Committee’s Statement

The Audit Committee of the Company has reviewed the methods or procedures set out in Section 2.1.5 above and are satisfied that the said methods or procedures are sufficient to ensure that the Recurrent Related Party Transactions will be undertaken: • on arm’s length basis; • under normal commercial terms consistent with the Group’s business practices and policies; • on terms not more favourable to the related parties than those generally available to the public;

and • not to the detriment of the minority shareholders of the Company.

2.2 Proposed Provision of Financial Assistance

2.2.1 Paragraph 5.0 of Practice Note 14/2002 of the Listing Requirements Under Paragraph 5.0 of Practice Note 14/2002 of the Listing Requirements, the Company may seek a shareholders’ mandate in respect of the following recurrent transactions: (i) The pooling of funds within the Group via a centralised treasury management function or such

similar arrangements which involves the provision of financial assistance by the Group for a duration not exceeding three (3) years provided that: (a) the Company in seeking such a mandate in accordance with Paragraphs 8.23 and

10.09 of the Listing Requirements, must include in its circular, in addition to such other information as prescribed under the Listing Requirements, the estimated amounts or value of financial assistance (“Estimate”); and

(b) if the actual amount of financial assistance provided or rendered exceeds the Estimate,

the Company must make an immediate announcement of the same. If the percentage ratio of the amount of financial assistance provided or rendered in excess of the Estimate is 5% or more, the Company must comply with paragraph 10.08 of the Listing Requirements.

(ii) The provision of guarantee, indemnity or such other collateral to or in favour of another person

which is necessary in order to procure a contract or secure work from the other person or to enable the other person to commence and/or complete a contract or work for the Company or its subsidiaries.

(iii) The provision of financial assistance in respect of:

(a) leasing, factoring or hire purchase carried out by the Company or its unlisted

subsidiaries; or (b) share financing or share margin financing carried out by the Company or its unlisted

subsidiaries which is a Participating Organisation (as defined in the Listing Requirements); or

(c) such other similar business that may be determined by the Bursa Securities.

The provision of such financial assistance must be fair and reasonable to the Company and is not to the detriment of the Company and its shareholders.

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And in a meeting to obtain shareholders’ mandate, the interested Director, interested major shareholder or interested person connected to a Director or major shareholder, and where it involves the interest of an interested person connected to a Director or major shareholder, such Director or major shareholder, must not vote on the resolution approving the transactions. An interested Director or interested major shareholder must ensure that persons connected to him abstain from voting on the resolution approving the transactions.

2.2.2 Shareholders’ Mandate for the provision of financial assistance It is anticipated that the Group would, in the ordinary course of business, provide financial assistance as set out in Section 2.2.3 below. Furthermore, it is likely that such transactions will occur with some degree of frequency and could arise at any time. The Board is seeking a shareholders’ mandate for the existing financial assistance provided/received which will allow the Group to provide as well as procure financial assistance from the parties set out in Section 2.2.3 below provided that it is fair and reasonable to the Company and not to the detriment of the Company and its shareholders. Disclosure will be made in the annual report of the Company of the aggregate value of financial assistance provided pursuant to the shareholders’ mandate during the financial year and the names of the parties involved in each transaction as well as their relationship with the Company in the annual report of the subsequent year during which the shareholders’ mandate remains in force.

2.2.3 Nature and Estimated Value of Financial Assistance The financial assistance comprises of pooling of funds via centralized treasury management for a duration not exceeding three (3) years. The financial assistance for which the renewal of shareholders’ mandate is sought is as follows:

Financial Assistance Estimated Value During the Validity Period of Mandate

Provided By Provided To

RM

(i) Company and/or its subsidiaries

AR 25,000,000

(ii) Company and/or its subsidiaries

BHD 5,000,000

(iii) BHD Company and/or its subsidiaries

70,000,000

(iv) Company and/or its subsidiaries

ES 20,000,000

(v) Company and/or its subsidiaries

SSBC 1,500,000

(vi) SSBC Company and/or its subsidiaries

500,000

(vii) Company and/or its subsidiaries

SSTwo

5,000,000

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3. RATIONALE FOR THE PROPOSALS

3.1 Proposed Shareholders’ Mandate The Recurrent Related Party Transactions entered or to be entered into by the UMLand Group with the Mandated Related Parties are all in the ordinary course of business. They are recurring transactions of revenue or trading nature, which are likely to occur with some degree of frequency and arise at any time and from time to time. These transactions may be constrained by the time-sensitive nature and confidentiality of such transactions, and it may be impractical to seek shareholders’ approval on a case-to-case basis before entering into such related party transactions. Therefore, the Board is seeking a renewal as well as a new shareholders’ mandate pursuant to Paragraph 10.09 of the Listing Requirements to allow the Group to enter into such Recurrent Related Party Transactions described in Section 2.1.4 above made on an arm’s length basis and on normal commercial terms. The procurement of the shareholders’ mandate on an annual basis would eliminate the need to make ad hoc announcements to Bursa Securities and convene separate general meetings from time to time to seek shareholders’ approval as and when potential Recurrent Related Party Transactions with a Mandated Related Party arise. This would reduce substantially administrative time, inconvenience and expenses associated with the making of announcements and convening of such meetings, without compromising the corporate objectives and adversely affecting the business opportunities available to the UMLand Group. The Recurrent Related Party Transactions undertaken within the UMLand Group are mainly to support its day-to-day operations. The benefits to be derived from the Recurrent Related Party Transactions are as follows: (i) AIM

As part of CapitaLand being a leading serviced residences operator in Asia Pacific, AIM possesses superior technical and industry know-how in the operation of serviced residences. The procurement of management services from AIM will ensure smooth operation of the Group’s serviced residences.

(ii) BHD, SSTwo and ES The provision of management services and project management services to subsidiaries, associated and joint venture companies of UMLand, including BHD, SSTwo and ES, will ensure effective and efficient utilisation of resources within the UMLand Group. This practice will avoid duplication of resources and provide cost-savings to the UMLand Group. Furthermore, the involvement of UMLand in the management of its subsidiaries will result in better control of the Group’s operations whilst steering the Group towards its common vision and objectives.

(iii) TCB Group UMLand Group has a long-standing business relationship with TCB Group. The TCB Group has been a reliable supplier of goods and services required by the UMLand Group for its business.

(iv) SSBC

The rental income received for serviced residences at Somerset Seri Bukit Ceylon Serviced Residences will provide recurring income to the Group.

(v) LCM

The quarterly payment of rental for serviced residences at Somerset Seri Bukit Ceylon Serviced Residences by SSBC to LCM will ensure the smooth operation of the serviced residences.

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3.2 Proposed Provision of Financial Assistance The provisions of financial assistance are recurring transactions which are likely to occur with some degree of frequency and arise at any time and from time to time. These transactions may be constrained by the time-sensitive nature of such transactions, and it may be impractical to seek shareholders’ approval on a case-to-case basis before entering into such transactions. Therefore, the Board is seeking a shareholders’ mandate pursuant to Paragraph 5.0 of Practice Note 14/2002 of the Listing Requirements to allow the Group to enter into such transactions described in Section 2.2.3 above. The shareholders’ mandate would eliminate the need to make ad hoc announcements to Bursa Securities and convene separate general meetings from time to time to seek shareholders’ approval as and when potential transactions arise. This would reduce substantially administrative time, inconvenience and expenses associated with the making of announcements and convening of such meetings, without compromising the corporate objectives and adversely affecting the business efficacy of the UMLand Group. The Proposed Provision of Financial Assistance would also allow better utilisation of financial resources within the Group and efficient allocation of financial resources to the companies which require the resources most. By allocating these resources in a timely manner, it would mitigate the risk of disruption to the daily operations and possible overall savings on interest expense to the Group.

4. FINANCIAL EFFECTS OF THE PROPOSALS

The Proposals will not have any material effects on the share capital, earnings, net assets per Share, and shareholding of directors and major shareholders of UMLand.

5. CONDITIONS OF THE PROPOSALS

The Proposals are conditional upon the approval of the shareholders of UMLand being obtained at the forthcoming EGM.


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6. INTERESTS OF INTERESTED DIRECTORS AND MAJOR SHAREHOLDERS

6.1 Interests of Interested Directors The direct and indirect interests of the interested Directors in respect of the Proposals as at 30 April 2008 are as follows: Name < -----------Direct----------- > < ---------Indirect---------- > No. of Shares No. of Shares ‘000 % ‘000 % Lui Chong Chee - - - - Chen Lian Pang - - - - Ho Kiam Kheong - - - - Syed Azmin Bin Mohd Nursin @ Syed Nor - - - - Pakhruddin Bin Sulaiman

-

-

-

-

Lui Chong Chee, Chen Lian Pang and Ho Kiam Kheong are Directors of UMLand who are nominated to the Board by CapitaLand. Hence, they are deemed persons connected to CapitaLand. Therefore, Lui Chong Chee, Chen Lian Pang and Ho Kiam Kheong are deemed interested in the Proposals. Accordingly, Lui Chong Chee, Chen Lian Pang and Ho Kiam Kheong have abstained and will continue to abstain from all deliberations and voting at Board meetings in relation to the Proposals. Syed Azmin Bin Mohd Nursin @ Syed Nor is a Director of UMLand who is nominated to the Board by TCB. He is also the brother of Tan Sri Dato’ Syed Mokhtar Shah Bin Syed Nor, a major shareholder of UMLand. Hence, he is deemed a person connected to TCB and Tan Sri Dato’ Syed Mokhtar Shah Bin Syed Nor. Therefore, he is deemed interested in the Proposals. Accordingly, he has abstained and will continue to abstain from all deliberations and voting at Board meetings in relation to the Proposals. Pakhruddin Bin Sulaiman is a Director of UMLand and a major shareholder of TCB. Hence, he is deemed a person connected to TCB. Therefore, he is deemed interested in the Proposals. Accordingly, he has abstained and will continue to abstain from all deliberations and voting at Board meetings in relation to the Proposals. Save as disclosed above, none of the other Directors of UMLand and persons connected to them have any interest, direct or indirect, in the Proposals.

6.2 Interests of Interested Major Shareholders The direct and indirect interests of interested major shareholders in respect of the Proposals as at 30 April 2008 are as follows: Name < -----------Direct----------- > < --------Indirect-------- > No. of Shares No. of Shares ‘000 % ‘000 %

Opal Holdings Pte Ltd 48,085 19.89 - -

TRSB 17,826 7.38 - -

CapitaLand Residential Malaysia Pte Ltd 9 - - 48,0851 19.89

CRL - - 50,0652 20.71

CapitaLand - - 50,0653 20.71

Temasek Holdings (Private) Limited - - 50,0654 20.71

TCB - - 17,8265 7.38

Perspective Lane (M) Sdn Bhd - - 17,8266 7.38

Restu Jernih Sdn Bhd - - 17,8267 7.38

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Name < -----------Direct----------- > < --------Indirect-------- > No. of Shares No. of Shares ‘000 % ‘000 % Tan Sri Dato’ Syed Mokhtar Shah Bin Syed Nor

- - 17,8268 7.38

Notes: 1. Deemed interest by virtue of its substantial shareholding in Opal Holdings Pte Ltd pursuant to Section 6A of

the Act 2. Deemed interest by virtue of its substantial shareholding in CapitaLand Residential Malaysia Pte Ltd and

Prime Equities Pte Ltd pursuant to Section 6A of the Act 3. Deemed interest by virtue of its substantial shareholding in CRL pursuant to Section 6A of the Act 4. Deemed interest by virtue of its substantial shareholding in CapitaLand pursuant to Section 6A of the Act 5. Deemed interest by virtue of its substantial shareholding in TRSB pursuant to Section 6A of the Act 6. Deemed interest by virtue of its substantial shareholding in TCB pursuant to Section 6A of the Act 7. Deemed interest by virtue of its substantial shareholding in Perspective Lane (M) Sdn Bhd pursuant to

Section 6A of the Act 8. Deemed interest by virtue of his substantial shareholding in Restu Jernih Sdn Bhd pursuant to Section 6A of

the Act 9. Change of name from Vanda Holdings Pte Ltd to CapitaLand Residential Malaysia Investment Pte Ltd on 5

October 2007 and subsequently to CapitaLand Residential Malaysia Pte Ltd on 24 October 2007. TCB is a Mandated Related Party whilst TRSB is a wholly-owned subsidiary of TCB. Perspective Lane (M) Sdn Bhd, Restu Jernih Sdn Bhd and Tan Sri Dato’ Syed Mokhtar Shah Bin Syed Nor are deemed major shareholders of TCB. As such, they are deemed interested in the Proposals. Accordingly, they will abstain from voting in respect of their direct and indirect shareholdings on the resolution relating to the Proposals at the forthcoming EGM. They have also undertaken that they shall ensure that persons connected to them will abstain from voting on the said resolutions.

CapitaLand, through its subsidiary Sapphire Investment Pte Ltd, holds 30.00% equity interest in BHD, which is a Mandated Related Party. In addition, CapitaLand has a subsisting joint venture arrangement with MRCB through OSP in which CapitaLand and MRCB have indirect equity interest of 49.00% and direct equity interest of 51.00% respectively. Further, UMLand and MRCB are shareholders of a joint venture company namely SSTwo with equity interest of 70.00% and 30.00% respectively. Opal Holdings Pte Ltd, CapitaLand Residential Malaysia Pte Ltd and CRL are subsidiaries of CapitaLand whilst Temasek Holdings (Private) Limited is deemed a major shareholder of CapitaLand. As such, they are deemed interested in the Proposals. Accordingly, they will abstain from voting in respect of their direct and indirect shareholdings on the resolution relating to the Proposals at the forthcoming EGM. They have also undertaken that they shall ensure that persons connected to them will abstain from voting on the said resolutions. Save as disclosed above, none of the other major shareholders of UMLand as well as persons connected to them, have any interest, direct or indirect, in the Proposals.

7. DIRECTORS’ RECOMMENDATION

Having considered all aspects of the Proposals, your Directors (with the exception of Lui Chong Chee, Chen Lian Pang, Ho Kiam Kheong, Syed Azmin Bin Mohd Nursin @ Syed Nor and Pakhruddin Bin Sulaiman) are of the opinion that the Proposals are in the best interest of the UMLand Group. Accordingly, your Directors (with the exception of Lui Chong Chee, Chen Lian Pang, Ho Kiam Kheong, Syed Azmin Bin Mohd Nursin @ Syed Nor and Pakhruddin Bin Sulaiman) recommend that you vote in favour of the resolutions in relation to the Proposals to be tabled at the forthcoming EGM.

8. EGM The EGM, the notice of which is enclosed in this Circular, will be held at Nirwana Ballroom 2, Lower Lobby, Crowne Plaza Mutiara Kuala Lumpur, Jalan Sultan Ismail, 50250 Kuala Lumpur on 24 June 2008 immediately following the conclusion of or adjournment (as the case may be) of the 47th AGM of the Company which will be held at the same venue and on the same day at 10.30 a.m., for the purpose of considering and, if thought fit, passing inter alia the resolutions to give effect to the Proposals.

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If you are unable to attend or vote in person at the EGM you may appoint a proxy by executing the enclosed Form of Proxy in accordance with the instructions printed thereon as soon as possible and in any event to reach the Company’s share registrar, Securities Services (Holdings) Sdn Bhd at Level 7, Menara Milenium, Jalan Damanlela, Pusat Bandar Damansara, Damansara Heights, 50490 Kuala Lumpur not later than forty-eight (48) hours before the time set for the holding of EGM. You are not precluded from attending and voting in person at the EGM should you wish to do so subsequent to the lodging of the Form of Proxy.

9. FURTHER INFORMATION We advise the shareholders to refer to the accompanying appendix for further information.

Yours faithfully For and on behalf of the Board of UNITED MALAYAN LAND BHD TUN MUSA HITAM CHAIRMAN


17

APPENDIX I FURTHER INFORMATION 1. Responsibility Statement

The Directors of the Company have seen and approved this Circular and they collectively and individually accept full responsibility for the accuracy and correctness of the information set out in this Circular. They further confirm that, after having made all reasonable enquiries and to the best of their knowledge and belief, there are no material facts the omission of which would make any statement herein misleading or incorrect.

2. Material Litigation Save as disclosed below, UMLand and/or its subsidiaries have not engaged in any litigation, claims or arbitration, either as plaintiff or defendant, which has a material effect on the financial position of UMLand and/or its subsidiaries and the Directors of UMLand are not aware of any proceedings pending or threatened or of any facts likely to give rise to any proceedings which might materially or adversely affect the financial position or business of UMLand and/or its subsidiaries. The Inland Revenue Board has raised notices of assessment and additional assessment in respect of prior years’ income taxes of a subsidiary company, BHD. The assessments are mainly due to a different tax treatment accorded by Inland Revenue Board on the deduction of capitalised interest expense. The Group does not agree with the assessments and additional assessments and has filed appeals to the Special Commissioner of Income Tax. A deciding order was issued by the Special Commissioner of Income Tax on 22 November 2005 which disallowed the deduction of capitalised interest expense. The Group will continue to defend its position against these assessments and additional assessments and has filed an appeal to the High Court. Hearing at the High Court has been postponed to 11 September 2008.

Pending the resolution of the above matters, the Group has provisionally paid to-date an amount of RM2.1 million as at 31 December 2007. In the opinion of the solicitors representing BHD in the tax appeal, the company has a good case in its pending appeal to the High Court. The Directors are of the opinion that in the event that the High Court upholds the decision of the Special Commissioner of Income Tax, the Group’s financial position will not be adversely affected as all additional income taxes arising from disallowance of capitalised interest expense in respect of its prior years of assessment have been paid in full.

3. Material Contracts

Save as disclosed below, UMLand and/or its subsidiaries have not entered into any material contracts (not being contracts entered into in the ordinary course of business) during the two (2) years immediately preceding the date of this Circular: (i) On 18 January 2006, UMLand had entered into a shareholders’ agreement with Bolton Berhad

(“Bolton”), Acegoal Pte Ltd (“Acegoal”) and AR to govern AR, the joint venture company for the proposed development of a condominium. Pursuant to the said agreement, the issued and paid-up share capital of AR shall be increased to RM40,000,000 and will be subscribed by UMLand, Bolton and Acegoal in the proportion of 35%, 35% and 30% respectively.

On 18 January 2006, AR entered into a conditional sale and purchase agreement with Bolton to acquire eleven (11) contiguous parcels of freehold land measuring approximately 17,383.207 square metres located along Jalan Mayang, Off Jalan Yap Kwan Seng, Kuala Lumpur for a total cash consideration of RM112.287 million for the proposed condominium development to be undertaken by AR ("Proposed Mayang Acquisition").

18

The Proposed Mayang Acquisition was completed on 30 March 2007.

On 30 January 2007, UMLand and Bolton entered into an agreement with Acegoal undertaking to purchase its 30% equity interest in AR representing 75,000 ordinary shares of RM1.00 each in equal proportion of 37,500 ordinary shares each for a consideration of RM37,500 each (“Proposed Share Acquisition”). Upon completion of the Proposed Share Acquisition, UMLand and Bolton will each own 50% of the issued and paid-up share capital of AR. The Proposed Share Acquisition was completed on 29 March 2007. The shareholders’ agreement dated 18 January 2006 was terminated upon completion of Proposed Share Acquisition. It is now replaced by a new shareholders’ agreement dated 29 March 2007 to regulate the relationship of shareholders of AR and on the conduct and management of AR.

(ii) On 31 July 2006, UM Residences Sdn Bhd, a wholly owned subsidiary of UMLand, entered into

a shareholders’ agreement with Liang Court (Malaysia) Sdn Bhd to regulate and govern the material aspects of the affairs and conduct of the business of SSBC, the joint venture company established to undertake the operations of Somerset Seri Bukit Ceylon serviced residences.

(iii) On 24 August 2006, UMLand entered into a joint venture and shareholders’ agreement with

Impian Pasti Sdn Bhd (“IPSB”) to govern ES, a joint venture company, for the development of serviced residences (“Proposed Raja Chulan Joint Venture”). Pursuant to the Proposed Raja Chulan Joint Venture, UMLand and IPSB will hold 71% and 29% equity interest in ES respectively.

On 25 August 2006, ES entered into a joint land development agreement with MMC Frigstad Offshore Sdn Bhd to jointly develop a piece of freehold land measuring approximately 6,070 square metres held under HS (D) 98859 PT 21 Town and district of Kuala Lumpur.

(iv) On 19 January 2007, UM Development Sdn Bhd, a wholly subsidiary of UMLand, had entered into a sale and purchase agreement with Vista Genesis Panel Sdn Bhd to acquire a piece of freehold residential land measuring 3,754 square metres located in Bangsar for a cash consideration of RM24.0 million. The sale and purchase agreement was completed on 27 April 2007 upon payment of the balance of purchase price.

4. Documents Available for Inspection

Copies of the following documents are made available for inspection between 9.00 a.m. and 5.00 p.m. from Monday to Friday (except on public holidays) at the Registered Office of the Company at Suite 1.1, 1st Floor, Kompleks Antarabangsa, Jalan Sultan Ismail, 50250 Kuala Lumpur from the date of this Circular up to and including the date of the EGM. (i) Memorandum and Articles of Association of UMLand; (ii) Audited financial statements of UMLand for the two (2) financial years ended 31 December

2006 and 31 December 2007 and the unaudited results for the three (3)-month period ended 31 March 2008;

(iii) Relevant cause papers in respect of material litigation referred to in Section 2 of this Appendix I;

and, (iv) Material contracts referred to in Section 3 of this Appendix I.

19


NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the Extraordinary General Meeting of United Malayan Land Bhd (“UMLand” or “Company”) will be held at Nirwana Ballroom 2, Lower Lobby, Crowne Plaza Mutiara Kuala Lumpur, Jalan Sultan Ismail, 50250 Kuala Lumpur on 24 June 2008 immediately following the conclusion or adjournment (as the case may be) of the 47th Annual General Meeting (“AGM”) which will be held at the same venue on the same day at 10.30 a.m., for the purpose of considering and, if thought fit, passing with or without modifications the following resolutions: Ordinary Resolution 1 Proposed Shareholders’ Mandate for Recurrent Related Party Transactions “THAT, approval be and is hereby given for the renewal of shareholders’ mandate for the Company and/or its subsidiaries to enter into recurrent related party transactions of a revenue or trading nature which are necessary for its day-to-day operations involving the Related Parties, as set out in Section 2.1.4 of the Circular to Shareholders (“Circular”) dated 2 June 2008, AND THAT a mandate be and is hereby granted for the Company to enter into additional recurrent related party transactions of a revenue or trading nature as set out in Section 2.1.4 of the Circular with the Related Parties mentioned therein subject to the following: (i) the transactions are carried out at arm’s length, on normal commercial terms which are not more

favourable to the Related Parties than those generally available to the public and are not to the detriment of the minority shareholders of the Company; and

(ii) disclosure is made in the annual report of the aggregate value of transactions conducted pursuant to the

shareholders’ mandate during the financial year based on the following information: • the type of the recurrent transactions made; and

• the names of the Related Parties involved in each type of the recurrent transactions made and their relationship with the Company

and any other arrangements and/or transactions as are incidental thereto; THAT such authority shall commence immediately upon the passing of this resolution and shall continue to be in force until: (i) the conclusion of the next AGM of the Company, at which time it will lapse, unless by a resolution passed

at the said AGM, the authority is renewed; (ii) the expiration of the period within which the next AGM of the Company is required to be held pursuant to

Section 143 (1) of the Companies Act, 1965 (“Act”) but shall not extend to such extension as may be allowed pursuant to Section 143 (2) of the Act; or

(iii) revoked or varied by resolution passed by the shareholders in a general meeting; whichever is the earlier; AND THAT the Directors of the Company be empowered to complete and do all such acts and things as they may consider expedient or necessary to give effect to the Proposed Shareholders’ Mandate for Recurrent Related Party Transactions and transactions contemplated and/or authorised by this resolution.”

20

Ordinary Resolution 2 Proposed General Mandate For The Provision of Financial Assistance “THAT approval be and is hereby given for the renewal of a general mandate to the Company and/or its subsidiaries to provide financial assistance on a recurring basis to the related parties and procure financial assistance on a recurring basis from the related parties, as set out in Section 2.2.3 of the Circular subject to the following: (i) the transactions are fair and reasonable to the Company;

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

(iii) disclosure is made in the annual report of the aggregate value of transactions conducted pursuant to the general mandate during the financial year based on the following information: • the type of the recurrent transactions made; and

• the names of the related parties involved in each type of the recurrent transactions made and their relationship with the Company.

AND THAT authority conferred by this resolution will commence immediately upon the passing of this resolution until: (i) the conclusion of the next AGM of the Company, at which time it will lapse, unless by a resolution passed

at the said AGM, the authority is renewed; (ii) the expiration of the period within which the next AGM of the Company is required to be held pursuant to

Section 143 (1) of the Act but shall not extend to such extension as may be allowed pursuant to Section 143 (2) of the Act; or

(iii) revoked or varied by resolution passed by the shareholders in a general meeting; whichever is the earlier; AND THAT the Directors of the Company be empowered to complete and do all such acts and things as they may consider expedient or necessary to give effect to the Proposed General Mandate for the Provision of Financial Assistance and transactions contemplated and/or authorised by this resolution.”

BY ORDER OF THE BOARD ZURAIDAH MOHD YUSOFF MAICSA 7001552 Company Secretary Kuala Lumpur 2 June 2008 Notes: 1. A member may appoint any person to be his proxy and the provisions of Section 149(1)(b) of the Companies Act, 1965 shall

not apply to the Company. 2. If a member appoints two (2) proxies to attend at the same meeting, the appointment(s) shall be invalid unless he specifies

the proportion of his holdings to be represented by each proxy. 3. The instrument appointing a proxy shall be in writing under the hand of the appointer or his attorney duly authorized in writing

or, if the appointor is a corporation, either under its seal or under the hand of an officer duly authorized. 4. The instrument appointing a proxy must be deposited at the Company’s Share Registrar, Securities Services (Holdings)

Sdn Bhd at Level 7, Menara Milenium, Jalan Damanlela, Pusat Bandar Damansara, Damansara Heights, 50490 Kuala Lumpur not less than forty-eight (48) hours before the time set for holding the meeting or any adjournment thereof.


FORM OF PROXY

No. of shares

Please refer to the notes below before completing this Form of Proxy.

I/We NRIC No./Company No. (Name*)

of (Full address)

being a member of United Malayan Land Bhd hereby appoint the Chairman of the Meeting OR the following person(s) (delete whichever is not applicable) as my/our proxy/proxies to attend and vote for me/us and on my/our behalf, at the Extraordinary General Meeting, to be held at Nirwana Ballroom 2, Lower Lobby, Crowne Plaza Mutiara Kuala Lumpur, Jalan Sultan Ismail, 50250 Kuala Lumpur on 24 June 2008 immediately following the conclusion of or adjournment (as the case may be) of the 47th Annual General Meeting of the Company which will be held at the same venue and on the same day at 10.30 a.m. -

Name* NRIC No. Shares to be represented by Proxy (%)

First Proxy

Second Proxy

My/our proxy/proxies is/are to vote as indicated below:

Ordinary Resolutions First Proxy Second Proxy For Against For Against

1. Proposed Shareholders’ Mandate for Recurrent Related Party Transactions

2. Proposed General Mandate for the Provisions of Financial Assistance

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

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

Dated Signature/ Seal

Notes: 1. A member may appoint any person to be his proxy and the provisions of Section 149(1)(b) of the Companies Act, 1965 shall not apply to the

Company. 2. If a member appoints two (2) proxies to attend at the same meeting, the appointment(s) shall be invalid unless he specifies the proportion of

his holdings to be represented by each proxy. 3. The instrument appointing a proxy shall be in writing under the hand of the appointer or his attorney duly authorised in writing or, if the

appointor is a corporation, either under its seal or under the hand of an officer duly authorised. 4. The instrument appointing a proxy must be deposited at the Company’s Share Registrar, Securities Services (Holdings) Sdn Bhd at Level 7,

Menara Milenium, Jalan Damanlela, Pusat Bandar Damansara, Damansara Heights, 50490 Kuala Lumpur not less than forty-eight (48) hours before the time set for holding the meeting or any adjournment thereof.

AFFIXSTAMP

Fold this flap for sealing

Then fold here

1st fold here

Share Registrar/Pendaftar SahamUNITED MALAYAN LAND BHD

C/O SECURITIES SERVICES (HOLDINGS) SDN BHDLevel 7, Menara Milenium, Jalan Damanlela

Pusat Bandar Damansara, Damansara Heights50490 Kuala Lumpur