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PLUS Expressways Berhad

Expanding Reach
annual report 2008

annual report 2008


PLUS EXPRESSWAYS BERHAD
Menara Korporat, Persada PLUS
Persimpangan Bertingkat Subang
KM15, Lebuhraya Baru Lembah Klang
47301 Petaling Jaya
Selangor Darul Ehsan, Malaysia
T +603 7801 6666/7666 4666
F +603 7801 6600/7666 4400

www.plus.com.my

PLUS Expressways Berhad


Expanding
Reach
Everyday, we are touching lives and connecting people. Our efforts at PLUS
Expressways reflect the great responsibility of not only providing millions of road
users optimum convenience and safety but to also ensure that it is coupled with the
capacity to see your ambitions grow. Crucially, we continue to strive to extend this
responsibility in everything we do. As the nation’s premier expressways operator,
we are nurturing and developing people, communities and economies by continually
expanding our reach, enabling you to go even further in realising your dreams.

7 Annual
th

General Meeting
Date
4 June 2009

Time
10.00 am

Venue
Banquet Hall, Menara Korporat
Persada PLUS, Persimpangan Bertingkat Subang
KM15, Lebuhraya Baru Lembah Klang
47301 Petaling Jaya, Selangor Darul Ehsan
Malaysia
We remain committed to managing our
expressways with utmost care and
compassion. Designed for comfort and
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convenience, our rest areas help foster closer
relationships and strengthen family ties.

exit 608

Expanding Reach
We take the time to listen to our customers
to gain a better understanding of their
expectations. Their invaluable feedback
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enables us to constantly deliver new and
improved services.

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Expanding Reach
We fulfill our role by providing an efficient
and sustainable network for your business
needs. This is to enable you to realise your
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expectations the way you envisioned it.

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Expanding Reach
Staying relevant and true as a caring
organisation ensures our long-term
sustainability. We continue to extend a
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helping hand to victims of natural disasters,
highlighting our compassionate role towards
communities beyond our expressways.

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Expanding Reach
We consistently deliver world-class standards
in our performance. As a result of our
endeavours, our success has gained
Malaysia
recognition abroad, paving the way for us in
India and Indonesia.

India Indonesia

Expanding Reach
rationale
Vision Statement
The new PLUS visual identity consists of two
elements: the logo or symbol in the blue “To be a Premier Global Expressway Group”
stylised expressway design, and the green
PLUS brand name in a distinctive font.

Logo/Symbol: The PLUS new identity reflects


Mission Statement
the aspirational values of a world-class expressway “Providing Efficient and Safe Expressway Network
operator. The logo or symbol in the form of a
stylised expressway communicates the corporate
that Enhances Quality of Life”
thrust of efficiency, speed and modernism, where
the deliberate lines of the logo continues into
the PLUS name in one dynamic flow.
Rationale and Interpretation
Brand Name: The unique font of the PLUS name • O u r V i s i o n S t a t e m e n t • O u r M i s s i o n S t a t e m e n t
styled after the outline of an expressway is emphasises the Group’s clear encapsulates a balanced,
intentionally gentle to appeal to consumers as intent to be one of the leading double-edged strategy that
an organisation committed to customer needs and prestigious expressway outlines the role of the
and expectations. The design combines the groups in the world. organisation in pursuing
strength of PLUS as the premier global expressway efficiency for stakeholders, with
• It is a realistic reflection of the
operator/group with the enduring community an emphasis on improving the
Group’s aspirations to move
spirit of a caring organisation. quality of life for everyone.
into the global market place.
Ultimately, this balanced
Corporate Colours: Blue was chosen to reflect • It is comprehensible and can strategy will enhance the
the company’s membership within the UEM be easily understood and Group’s ability to achieve its
Group, while the familiar green in the PLUS name embraced by the Group’s desired Vision in the long run.
has been retained to connect to customers who employees.
• While toll road management
already recognise PLUS as the country’s leading
will remain our core business,
expressway operator.
the Group shall also focus on
non-toll related activities in its
expansion plans with greater
emphasis on environmental,
safety and human aspects.

• O u r V i s i o n a n d M i s s i o n
Statements also underscore the
Group’s continuing economic
and social contributions to the
nation.
Corporate and Work Values

Passion For Teamwork


Success

Our passion for success keeps Teamwork enables us to tap the


us enthusiastic and drives us diverse synergies, talents, skills
forward to excel in all that we and experiences amongst us to
undertake. deliver outstanding
performance.

Integrity Trustworthy Sincerity

Integrity is embedded in all our By being trustworthy, we take Sincerity underlines all our
actions and business activities. responsibility for all that we do actions as we do it from our
and say. hearts.

Caring Financial
Prudence

By caring for all our Financial prudence is our


stakeholders and the management philosophy that
environment, we help to enrich creates enduring shareholder
lives and provide quality living. value and drives our long-term
success.

7 PLUS Expressways Berhad Annual Report 2008


A clear understanding of our strengths and what it takes to be successful...

10 – 14 15 – 32 33 – 48
Structured for Expansion Enriching Returns

Notice of Annual General Meeting Company Profile Five-Year Group Financial Highlights

Statement Accompanying the Awards and Recognition 2008 2008 Group Operational Highlights
Notice of the Seventh Annual General
2008 Corporate Events Simplified Group Balance Sheet
Meeting
Milestones for The Group Group Quarterly Performance
Financial Calendar
Corporate Information Group Financial Review

Group Corporate Structure Statement of Value Added


Group Organisation Structure Share Price & Volume Traded

Media Milestones – Corporate Market Capitalisation

Media Milestones – Financial

91 – 102 103 – 114 115 – 139


Reaching Towards Reaching Out Expanding Good Practices
Excellence
Towards More Impactful Corporate Statement of Corporate Governance
Review of Operations Social Responsibility
Enterprise Risk Management
• Traffic Growth Towards Effective Environmental
Code of Business Ethics
Protection
• Upgrading Projects
Statement of Internal Control
Towards Greater Customer Satisfaction
• Maintenance of Assets
Audit Committee Report
Towards Greater Innovation
• Road Safety and Traffic Management
Management Control Policy
Towards a High Performance Workforce
• Projects Under Development
Media Milestones
– Corporate Social Responsibility
49 – 72 73 – 90
Our Collective Reach Driving Expansion

Board of Directors Chairman’s Statement

Profile of Board of Directors Message from the Managing Director

Top Management

Company Secretaries

Heads of Overseas Subsidiaries

Senior Management

140 – 233 234 – 244


Financial Statements Other Information

Directors’ Report Recurrent Related Party Transactions

Statement by Directors Relationship with Related Parties

Statutory Declaration Analysis of Shareholdings

Independent Auditors’ Report List of Properties

Income Statements Group Directory

Balance Sheets

Statements of Changes in Equity Form of Proxy

Cash Flow Statements

Notes to The Financial Statements


Notice of Annual General Meeting

NOTICE IS HEREBY GIVEN THAT the Seventh Annual General Meeting of the
Company will be held at the Banquet Hall, Menara Korporat, Persada PLUS,

7TH Annual Persimpangan Bertingkat Subang, KM15, Lebuhraya Baru Lembah Klang,
47301 Petaling Jaya, Selangor Darul Ehsan, Malaysia on Thursday, 4 June
General Meeting 2009 at 10.00 am for the purpose of transacting the following businesses:

Agenda:
As Ordinary Business
1 To receive the Audited Financial Statements for the year ended 31 December 2008
together with the Reports of the Directors and Auditors thereon.

2 To declare a single tier final dividend of 9.5 sen per ordinary share for the financial year
ended 31 December 2008 as recommended by the Directors. Resolution 1

3 To re-elect the following Directors retiring in accordance with Article 76 of the Company’s
Articles of Association and who being eligible, have offered themselves for re-election:
i Tan Sri Dato’ Mohd Sheriff Mohd Kassim Resolution 2
ii Noorizah Hj Abd Hamid Resolution 3

4 To re-elect the following Directors retiring in accordance with Article 83 of the Company’s
Articles of Association and who being eligible, have offered themselves for re-election:
i Datuk Seri Panglima Mohd Annuar Zaini Resolution 4
ii Dato’ Seri Ismail Shahudin Resolution 5

5 To approve the Directors’ remuneration. Resolution 6

6 To re-appoint Messrs Ernst & Young as Auditors and to authorise the Directors to fix their
remuneration. Resolution 7

10 PLUS Expressways Berhad Annual Report 2008


Notice of Annual General Meeting continued

As Special Business
To consider and if thought fit, to pass the following as ordinary resolutions:
7 PROPOSED AUTHORITY TO ALLOT 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 (“AGM”) and that the Directors be and are also empowered
to obtain the approval for the listing of 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 AGM of the Company.” Resolution 8

8 PROPOSED RENEWAL OF SHAREHOLDERS’ 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 renewal of the Shareholders’
Mandate for the Company and/or its subsidiaries (“PLUS Expressways Group”) to enter
into recurrent related party transactions of a revenue or trading nature, which are
necessary for the day-to-day operations of the PLUS Expressways Group to be entered
into by the PLUS Expressways Group provided such 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, particulars of which are set out in Section 2.2 of the
Circular to Shareholders of the Company dated 13 May 2009, AND THAT such approval
conferred by the Shareholders’ 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 the
date 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

(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) to give
effect to the Proposed Renewal of Shareholders’ Mandate.” Resolution 9

11 PLUS Expressways Berhad Annual Report 2008


Notice of Annual General Meeting continued

9 PROPOSED NEW MANDATE FOR ADDITIONAL 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 (“PLUS Expressways Group”) to enter into additional
recurrent related party transactions of a revenue or trading nature, which are necessary
for the day-to-day operations of the PLUS Expressways Group to be entered into by the
PLUS Expressways Group provided such 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, particulars of which are set out in Section 2.3 of the Circular to
Shareholders of the Company dated 13 May 2009, AND THAT such approval conferred by
the Shareholders’ 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 the
date 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
(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) to give
effect to the Proposed Shareholders’ Mandate.” Resolution 10

Notice of Dividend Entitlement and Payment


NOTICE IS HEREBY GIVEN THAT subject to the approval of the shareholders at the Seventh Annual General Meeting to be held
on Thursday, 4 June 2009, a single tier final dividend of 9.5 sen per ordinary share for the financial year ended 31 December
2008 will be paid on 2 July 2009 to Depositors whose names appear in the Record of Depositors on 11 June 2009. A Depositor
shall qualify for entitlement only in respect of:
(a) securities transferred to the Depositor’s securities account before 4.00 pm on 11 June 2009 in respect of transfers; and
(b) securities bought on Bursa Malaysia Securities Berhad on a cum entitlement basis according to the Rules of Bursa
Malaysia Securities Berhad.

BY ORDER OF THE BOARD

Tan Hwee Thian (MIA 1904)


Mazyu Sherina Mohamed Yusof (LS 0008780)
Company Secretaries

Kuala Lumpur
Dated: 13 May 2009

12 PLUS Expressways Berhad Annual Report 2008


Notice of Annual General Meeting continued

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 Registrar’s 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 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 appointment(s) shall be invalid unless
the member specifies the proportion of his shareholding to be represented by each proxy.
5 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 deems fit.
6 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.

NOTE 2
Resolution pursuant to Section 132D of the Companies Act, 1965.
The proposed Resolution 8, 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
Resolutions pertaining to the Proposed Renewal of Shareholders’ Mandate for Recurrent Related Party Transactions and Proposed New
Mandate for Additional Recurrent Related Party Transactions of a Revenue or Trading Nature.
For Resolutions 9 and 10, further information on the Recurrent Related Party Transactions are set out in the Circular to Shareholders of the Company
dated 13 May 2009 which is despatched together with the Company’s 2008 Annual Report.

NOTE 4
The following person has been designated to attend to shareholders’ requests:
Name : Khalilah Dato’ Mohd Talha
Designation : Head, Corporate Communications Department
Contact No : +603 7666 4666

Statement Accompanying
the Notice of the Seventh Annual General Meeting

DIRECTORS WHO ARE SEEKING RE-ELECTION The details of the four (4) Directors seeking re-election are set out in their
AT THE SEVENTH ANNUAL GENERAL MEETING respective profiles which appear on pages 52 to 64 of this Annual Report.
OF THE COMPANY The details of their interest in the securities of the Company are set out
in the Analysis of Shareholdings on page 236 of this Annual Report.

13 PLUS Expressways Berhad Annual Report 2008


Financial Calendar

2008

26 February Announcement of financial results for the 4th quarter and year ended 31 December 2007.

Announcement of Key Performance Indicators (“KPI”) for 2008-2010.

13 March Completion of acquisition of Konsortium Lebuhraya Butterworth-Kulim (“KLBK”) Sdn Bhd.

27 May Announcement of financial results for the 1st quarter ended 31 March 2008.

18 June Sixth Annual General Meeting.

16 July Payment of final tax exempt dividend of 8.0 sen per ordinary share for financial year ended
31 December 2007.

21 August Announcement of financial results for the 2nd quarter ended 30 June 2008.

23 September Payment of single tier interim dividend of 6.5 sen per ordinary share for financial year ended
31 December 2008.

17 November Announcement of financial results for the 3rd quarter ended 30 September 2008.

30 December Completion of subscription and issue of 60% shares in PT Cimanggis Cibitung Tollways, Indonesia.

2009

26 February Announcement of financial results for the 4th quarter and year ended 31 December 2008.

Announcement of Key Performance Indicators (“KPI”) for 2009-2010.

14 PLUS Expressways Berhad Annual Report 2008


Structured for Expansion

Company Profile
Corporate Framework
16
Awards and Recognition 2008 18
2008 Corporate Events 20
Milestones for The Group 26
Corporate Information 28
Group Corporate Structure 29
Group Organisation Structure 30
Media Milestones – Corporate 32

15 PLUS Expressways Berhad Annual Report 2008


Company Profile

Who we are...
PLUS Expressways Group is the Incorporated in Malaysia on 29 January 2002, PLUS Expressways Berhad
(“PLUS Expressways”) made its debut on the Main Board of Bursa Malaysia on
largest toll expressway operator 17 July 2002.
in South East Asia and one of the
PLUS Expressways is involved in investment holding and the provision of
largest in the world in terms of expressway operation services. PLUS Expressways wholly owns Projek
market capitalisation. Lebuhraya Utara-Selatan Berhad, Expressway Lingkaran Tengah Sdn Bhd,
Linkedua (Malaysia) Berhad, Konsortium Lebuhraya Butterworth-Kulim
(“KLBK”) Sdn Bhd and is a substantial shareholder of PLUS BKSP Toll Limited,
PT Lintas Marga Sedaya and PT Cimanggis Cibitung Tollways.

Domestic Operations

PLUS ELITE LINKEDUA KLBK


• North-South Expressway • North-South Expressway • Malaysia-Singapore • Butterworth-Kulim
• New Klang Valley Central Link Second Crossing Expressway
Expressway
• Federal Highway Route 2 Length Length Length
• Seremban-Port Dickson 63 km 47 km 17 km
Highway
Concession Period Concession Period Concession Period
Length April 1994 – May 2030 July 1993 – December 2038 June 1994 – June 2026
846 km (36 Years) (45 Years) (32 Years)

Concession Period
March 1988 – December
2038 (50 Years)

16 PLUS Expressways Berhad Annual Report 2008


Company Profile continued

Companies under PLUS Expressways Berhad: Total length in operation:


Domestic 973 km
100% Projek Lebuhraya Utara-Selatan Berhad (“PLUS”)
100% Expressway Lingkaran Tengah Sdn Bhd (“ELITE”) Total assets:
100% Linkedua (Malaysia) Berhad (“LINKEDUA”) RM17 billion
100% Konsortium Lebuhraya Butterworth-Kulim (KLBK) Sdn Bhd (“KLBK”)
Total concessions:
International
6 toll concessions
India
94.12%* PLUS BKSP Toll Limited (“PLUS BKSP”)
Toll Road Business:
Indonesia 21 years experience
55% PT Lintas Marga Sedaya (“LMS”)
60% PT Cimanggis Cibitung Tollways (“CCTW”)
* PLUS Expressways holds 94.12% direct and indirect interest in PLUS BKSP via PLUS
Kalyan (Mauritius) Private Limited.

BHIWANDI
JAKARTA

JAVA ISLAND,
KALYAN INDONESIA

SHIL PHATA

JAKARTA

CIKAMPEK
CIBITUNG

CIMANGGIS
PALIMANAN

International Ventures

PLUS BKSP Toll Limited PT Lintas Marga Sedaya (“LMS”) PT CIMANGGIS CIBITUNG
(“PLUS BKSP”) • Cikampek-Palimanan Expressway in TOLLWAYS (“CCTW”)
• Bhiwandi-Kalyan-Shil Phata Highway West Java, Indonesia • Cimanggis-Cibitung Toll Road in
in Mumbai, India Jakarta, West Java, Indonesia
Length
Length 116 km Length
22 km 25.4 km
Status
Status Land acquisition in progress Status
99% complete. Toll collection Preliminary stage of development
anticipated in first half of 2009

17 PLUS Expressways Berhad Annual Report 2008


Awards and Recognition 2008

1
2 6

7
3

5
4

1. The Brand Laureate Award – Best Brands, Not Shown in Picture:


Infrastructure, Expressways 1. Sri Wijaya Award (Company contribution in support of
2. National Quality Award – Gold Award under the progression and adoption of UEM Group’s corporate
category of R&R Highway Toilet initiatives and activities) – UEM Group Annual Awards
Ministry of Housing and Local Government 2. Sri Cemerlang Award (Image & Perception
3. National Quality Award – Bronze Award under the Management) – UEM Group Annual Awards
category of R&R Highway Toilet 3. Sri Wira Award for Azidah Sahri, Section S5 (Best
Ministry of Housing and Local Government Employee, Non-Executive) – UEM Group Annual Awards
4. The Brand Laureate Award – Branding, SMEs Best 4. Sri Mulia Award for Rene’e Aziz Ahmad, Maintenance
Supporter, Infrastructure Monitoring Department (Contribution of Employee to
5. Corporate Governance Survey 2008 – Joint 14th place the Community) – UEM Group Annual Awards

6. National Quality Award – Silver Award under the 5. Six Sigma Green Belt Certification – Johari Jivisol
category of R&R Highway Toilet Abdullah, Maintenance Monitoring Department
Ministry of Housing and Local Government 6. 1st runner-up for Continual Improvement Competition
7. Sri Cemerlang Award (System & Process (“CIC”) during UEM Excellence Conference 2008
Improvement) – UEM Group Annual Awards 7. Champion in Improvement in Work Quality Competition
(“KMK”) organised by Malaysian Highway Authority

ACHIEVEMENTS IN
2008
18 PLUS Expressways Berhad Annual Report 2008
Awards and Recognition 2008 continued

2007 2005 2002-2003


1. Anugerah Sri Cemerlang – 1. Most Accessible Directors and 1. Best Performing Company
Productivity of Resources Senior Management UEM Group Annual Awards
UEM Group Annual Awards 4th in Asia and first in Malaysia
2. Grade A Clean Premises
2. Anugerah Sri Cipta Euromoney Magazine Survey
All F&B outlets on NSE – Ministry of
Early Fault Detection System 2. Best Performing Company Health
UEM Group Annual Awards UEM Group Sri Cemerlang Award –
3. Gold Award for Quality
3. Anugerah Sri Wira UEM Group Annual Awards 2005
Improvement Competition during
Fisor Md Rashid 3. Best Highway Concessionaire – RSA Mini Konvensyen QCC Wilayah
UEM Group Annual Awards Management Utara
4. Gold Award for Innovative & Northern Region – Team ‘Maju’ from Toll Department
Creative Circle Convention Malaysian Highway Authority Award – Team ‘Jati’ from Section S5
Competition – Team ‘Graviti’ from Section N1
Team ‘Jati’ from Section S5 4. Best Highway Concessionaire –
– Team ‘Dinamik’ from Section C2
Layby Management
5. RAM Award of Distinction Northern Region 4. Leader Road Concessionaire Sector
– Blueprint Awards for New Project Malaysian Highway Authority Award United Engineers Malaysia Bhd Award
Finance Benchmark Deal
Issuance of Sukuk Musyarakah – 5. Winner for Quality Improvement 5. Achievement Award – Finance Asia
RM9.17 billion Competition 2002: Best Local Currency Bond
MHA Quality Day (QCC Team Deal
6. Champion in UEM Group MD/CEO ‘Warisan’ of Section S3) Islamic Bond
Businesss Simulation Challenge
2006/2007 2004
‘Super PLUS Corporation’ – Syairul
Irwan Rased, Shatri Ahmad, Zetty 1. No. 1 in Corporate Governance Certification
Bismaniza, Adila Mustapa Reporting 1. OHSAS 18001:2007 – Projek
Survey among top 100 companies Lebuhraya Utara-Selatan Bhd
2006 listed on Bursa Malaysia Occupational Health and Safety
1. Johor Landscaping Competition Management System
2. 2004 Pertubuhan Arkitek Malaysia
3rd place (“PAM”) Award – Thematic identity 2. ISO 9001:2000 – Operations,
2. Triple Gold Award during National and landscaping concept Research, Planning, Maintenance
Creative Circle Convention Senawang, Pedas Linggi, Tangkak and Development
Team ‘Jati’ from Section S5 and Kampung Bemban Laybys Quality Management System
3. Sri Cemerlang Award 3. Winner for Quality Improvement 3. ISO 9001:2000 – Finance and
Productivity of Resources Competition Support Services
UEM Group Annual Awards MHA Quality Day (QCC Team ‘Jati’ of Quality Management System
Section S5)
4. Gold Award during Regional 4. ISO 14001:2004
Innovative and Creative Circle 4. Company Merit Award Environmental Management System
Convention UEM Group Excellence Conference
Team ‘Jati’ from Section S5 and Team 2004 (EC 2004)
‘Warisan’ of Section S3
5.
Winner for Quality Improvement
5. UEM’s CEO Challenge Trophy and Competition
Best Presentation during UEM UEM – Excellence Conference Award
Continual Improvement (QCC Team ‘Jati’ of Section S5)
Competition 2006 in conjunction
with UEM Excellence Conference
Team ‘Jati’ from Section S5
6. Champion in Continual
Improvement Competition
Team ‘Warisan’ of Section S3 PREVIOUS AWARDS
7.

Best Toilet Design
Tapah Rest and Service Area
(South bound)
2002-2007
Ministry of Housing and Local
Government Award
19 PLUS Expressways Berhad Annual Report 2008
2008 Corporate Events

11 Jan 2008 3 Apr 2008


Department heads perform at the PLUS Expressways 2007 Annual Dinner at Participants receiving helmets for
Sheraton Subang Hotel answering correctly at a “Respect
Your Limits” safety seminar in Ipoh.

28 Jan 2008 1 & 2 Mac 2008


Drivers and operators of heavy Fast and furious action during Round 1 of
vehicles listening intently to the PLUS Rotax Max Challenge 2008 at the
speakers at the “Respect Your Speedway PLUS Circuit
5 Apr 2008
Limits” safety seminar in Alor Setar Having fun while being grilled at an
“It’s All About You” Appreciation
Hi-Tea for loyal customers at Planet
Hollywood

31 Jan 2008
A lion dance performance signaled the launch of “Respect Your Limits” safety
campaign in conjunction with the 2008 Chinese New Year at Sungai Buloh OBR

29 Apr 2008 9 May 2008


Media representatives taking a closer look at PLUS FC team captain presenting a jersey to the PLUS Chairman for the
one of the robots used for culvert inspections team’s promotion to the Malaysian Super League at an appreciation
during a media tour to highlight structured dinner
expressway maintenance regime

20 PLUS Expressways Berhad Annual Report 2008


2008 Corporate Events continued

21 PLUS Expressways Berhad Annual Report 2008


2008 Corporate Events continued

6 Jun 2008 11 Jul 2008


The soft opening of the new Ipoh PLUS swept awards in various categories at the UEM Group Annual Awards Night
Utara Toll Plaza was officiated by
the Works Minister

20-25 Jun 2008 11 Jul 2008


Grim determination on the faces of the PLUS HQ tug-of-war team as they PLUS personnel played a big role in the rear
battle for gold at the 2008 Inter-Region Games seatbelt-wearing advocacy programme

19 & 20 Jul 2008 19 & 20 Jul 2008


Staff and their children having a splashing Go-kart drivers ready to pit their skills during Round 4 of the PLUS Asia
time at the PLUS Family Day in Port Max Challenge at Speedway PLUS Circuit
Dickson

23-26 Jul 2008 9 Aug 2008


The PLUS Sepak Takraw team displaying agility and acrobatic Durian lovers flocked the Bukit Gantang Tropical Fruit
skills at the 2008 Sukan Kerja Raya in Melaka Village (southbound) during a “Jom Makan Durian”
festival

22 PLUS Expressways Berhad Annual Report 2008


2008 Corporate Events continued

23 PLUS Expressways Berhad Annual Report 2008


2008 Corporate Events continued

26 Aug 2008 29 Sep 2008


Speakers of the “Respect Your Limits” safety Launch of “Balik Kampung” safety campaign at the Sungai Besi Toll Plaza
seminar in Kuala Terengganu educating a
participant on the proper way of wearing a
helmet

23 Oct 2008 17 Nov 2008 18 Nov 2008


The unveiling of a new logo signalled a A ‘Doa Selamat’ ceremony was held The PLUS Travel Incentive
more dynamic era for PLUS at Persada PLUS as staff moved in to Programme was unveiled by
the permanent headquarters the Works Minister

4 Dec 2008 21-23 Nov 2008


The PLUS FC team achieved high media The recently launched new PLUS logo made its international debut at the
visibility in its journey to the Super League Malaysian leg of the A1 Grand Prix World Cup of Motor Sport series when
it was telecast live to over 65 tv channels worldwide

17 Dec 2008
Local celebrities endorsing the PLUSMiles Loyalty Card at its launch
ceremony in Sungai Buloh OBR

24 PLUS Expressways Berhad Annual Report 2008


2008 Corporate Events continued

25 PLUS Expressways Berhad Annual Report 2008


Milestones for The Group

2004
2002

2003

26 PLUS Expressways Berhad Annual Report 2008


Milestones for The Group continued

29 January 2002 7 October 2004


PLUS Expressways incorporated in Malaysia as a Public Takeover of operation and maintenance services of
Company Seremban – Port Dickson Highway (“SPDH”) by PLUS

31 MAY 2002 22 April 2005


PLUS issued RM5.1 billion Bai’ Bithaman Ajil Islamic Debt Third Supplemental Concession Agreement Signing
Securities Ceremony between the Government and PLUS

17 July 2002 17 JUNE 2005


Initial Public Listing of PLUS Expressways on the Kuala Issuance of RM2.41 billion nominal value zero coupon
Lumpur Stock Exchange (now known as Bursa Malaysia Serial Bai’ Bithaman Ajil Islamic Securities by PLUS
Securities Berhad)
16 MAY 2006
30 October 2002 Through a consortium, PLUS Expressways won the bid for
Old Nilai Toll Plaza closed the Bhiwandi-Kalyan-Shil Phata Highway in India

31 October 2002 10 OCTOBER 2006


New Nilai Interchange opened Issuance of globally-syariah compliant Islamic securities
under Musyarakah principle amounting to RM9.17 billion
11 DECEMBER 2002 nominal value by PLUS
PLUS issued RM2.26 billion nominal value Bai’ Bithaman
Ajil Serial Bonds 18 OCTOBER 2006
Soft opening of Pendang Interchange
28 MAY 2003
First Annual General Meeting 1 NovEMBER 2006
Signing of Heads of Agreement between PT Baskhara
1 September 2003 Utama Sedaya and PLUS Expressways for proposed
PLUS Expressways provided expressway operation and acquisition of 55% share capital in PT Lintas Marga Sedaya
maintenance services to PLUS, ELITE and LINKEDUA for proposed 116km Cikampek-Palimanan toll highway
project
8 September 2003
27 August 2007
The official opening of Kota Damansara Interchange
PLUS Travel Time Advisory (“TTA”) introduced to the
1 January 2004 public
PLUS Expressways provided expressway operation and 18 SEPTEMBER 2007
maintenance services to Penang Bridge
Through an unincorporated consortium, PLUS Expressways
1 March 2004 won the tender bid for the proposed 25.4km package 4
Cimanggis-Cibitung Toll Road project in Indonesia
Senai Toll Plaza closed
18 DECEMBER 2007
Completion of acquisitions of entire issued and paid-up
share capital of ELITE and LINKEDUA
2005

2006

2007

27 PLUS Expressways Berhad Annual Report 2008


Corporate Information

Board of Directors Audit Committee Members Registered Office


Tan Sri Dato’ Mohd Sheriff Geh Cheng Hooi 19-2 Mercu UEM
Mohd Kassim Chairman Jalan Stesen Sentral 5
Chairman Kuala Lumpur Sentral
Datuk K. Ravindran
50470 Kuala Lumpur, Malaysia
YM Professor DiRaja Ungku Abdul Tel : +603 2727 6868
Dato’ Ahmad Pardas Senin
Aziz Ungku Abdul Hamid Fax: +603 2727 2211
Non-Executive Deputy Chairman
Quah Poh Keat
Noorizah Hj Abd Hamid Auditors
Managing Director
Nomination Committee Messrs Ernst & Young
Members Chartered Accountants
Geh Cheng Hooi Level 23A, Menara Milenium
Senior Independent Non-Executive Tan Sri Dato’ Mohd Sheriff Jalan Damanlela
Director Mohd Kassim Pusat Bandar Damansara
Chairman 50490 Kuala Lumpur
YM Professor DiRaja Ungku Abdul Geh Cheng Hooi P.O. Box 11040
Aziz Ungku Abdul Hamid 50734 Kuala Lumpur, Malaysia
Datuk K. Ravindran Tel: +603 7495 8000
Independent Non-Executive Director
Fax: +603 2095 5332
www.ey.com
Hassan Ja’afar Remuneration Committee
Non-Independent Non-Executive Members
Director Tan Sri Dato’ Mohd Sheriff Head/Management Office
Mohd Kassim Menara Korporat, Persada PLUS
Dato’ Mohamed Azman Yahya Chairman Persimpangan Bertingkat Subang
Non-Independent Non-Executive KM15, Lebuhraya Baru Lembah Klang
Dato’ Ahmad Pardas Senin
Director 47301 Petaling Jaya
Hassan Ja’afar Selangor Darul Ehsan, Malaysia
Tan Sri Razali Ismail Tel: +603 7801 6666/7666 4666
Datuk K. Ravindran
Independent Non-Executive Director Fax: +603 7801 6600/7666 4400
www.plus.com.my
Datuk K. Ravindran Investment Committee
Independent Non-Executive Director Members
Principal Bankers
Tan Sri Dato’ Mohd Sheriff
Quah Poh Keat Mohd Kassim CIMB Bank Berhad
Independent Non-Executive Director Chairman Malayan Banking Berhad
Dato’ Ahmad Pardas Senin
Abdul Farid Alias
(resigned w.e.f. 31 December 2008) Dato’ Mohamed Azman Yahya Share Registrar
Non-Independent Non-Executive Noorizah Hj Abd Hamid Symphony Share Registrars
Director Sdn Bhd
Level 26, Menara Multi-Purpose
Datuk Seri Panglima Mohd Company Secretaries Capital Square
Annuar Zaini No. 8 Jalan Munshi Abdullah
Tan Hwee Thian
(appointed w.e.f. 19 December 2008) 50100 Kuala Lumpur, Malaysia
MIA 1904
Independent Non-Executive Director Tel: +603 2721 2222
Mazyu Sherina Mohamed Yusof Fax: +603 2721 2530/31
LS 0008780 www.symphony.com.my
Dato’ Seri Ismail Shahudin
(appointed w.e.f. 21 April 2009)
Non-Independent Non-Executive Stock Exchange Listing
Director
Main Board,
Bursa Malaysia Securities Berhad

28 PLUS Expressways Berhad Annual Report 2008


Group Corporate Structure
as at 27 April 2009

Khazanah Nasional Berhad


100%

23.66%
UEM Group Berhad Domestic
40.21%
Projek Lebuhraya Utara-Selatan Berhad
100%

Expressway Lingkaran Tengah Sdn Bhd


100%

Linkedua (Malaysia) Berhad


100%

Konsortium Lebuhraya Butterworth-Kulim (KLBK) Sdn Bhd


100%

International

PLUS BKSP Toll Limited (India)


94.12%*

PT Lintas Marga Sedaya (Indonesia)


55%

PT Cimanggis Cibitung Tollways (Indonesia)


60%

* PLUS Expressways Berhad holds 94.12% direct and indirect interest in PLUS BKSP via PLUS Kalyan (Mauritius) Private Limited.

29 PLUS Expressways Berhad Annual Report 2008


Group Organisation Structure

Managing Director

Chief Operating Officer Operations Division



Traffic Safety/Toll/Commercial Facilities/
Operations Security/Regional Operations/
Routine Maintenance Monitoring/
Toll System Monitoring

Maintenance & Development Division



Concession Monitoring Support/
Electronics & Telecommunication Projects/
Projects Monitoring/Maintenance Monitoring

Research & Technical Support Division



Database Management/Research

Planning & Quality Improvement Division



Productivity & Quality Management/Planning

Chief Financial Officer

Staff Support Services Division



Human Resource/Human Capital Development/
Asset Management & Facilities

30 PLUS Expressways Berhad Annual Report 2008


Group Organisation Structure continued

Works Procurement

Special Projects

Corporate Affairs

Accounting

Treasury

Risk Management

Purchasing & Inventory

Management Information System

Managing Director’s Office

Business Development

Corporate Communications

Legal & Secretarial Support

Customer Relationship & Marketing

Internal Audit

31 PLUS Expressways Berhad Annual Report 2008


Media Milestones – Corporate

Corporate News Clippings

32 PLUS Expressways Berhad Annual Report 2008


Enriching Returns

Financial Review
Five-Year Group Financial Highlights 34
2008 Group Operational Highlights 36
Simplified Group Balance Sheet 40
Group Quarterly Performance 41
Group Financial Review 42
Statement of Value Added 46
Share Price & Volume Traded 47
Market Capitalisation 47
Media Milestones – Financial 48

33 PLUS Expressways Berhad Annual Report 2008


Five-Year Group Financial Highlights

2008 2007 2006 2005 2004


Profitability (RM million)
1 Toll collection 2,237 1,820 1,691 1,664 1,499
2 Revenue 2,968 2,282 2,091 1,671 1,650
3 EBITDA* 2,448 2,187 1,977 1,788 1,500
4 Profit before tax 1,516 1,308 1,108 1,071 774
5 Profit attributable to equity holders 1,079 1,248 1,105 1,064 768

Key Balance Sheet Data (RM million)


1 Total assets 17,021 15,893 12,588 12,008 10,783
2 Total borrowings & financial liabilities 10,473 10,080 7,315 6,968 7,063
3 Total liabilities 11,324 10,543 8,070 7,846 7,285
4 Share capital 1,250 1,250 1,250 1,250 1,250
5 Shareholders’ equity 5,678 5,340 4,518 4,161 3,498

Financial Statistics
1 Toll collection growth (%) 22.9 7.7 1.6 11.0 3.9
2 EBITDA margin (%)* 82.5 86.7 84.0 97.0 82.2
3 Return on average equity (%) 19.6 25.3 25.5 27.8 23.4
4 Return on average assets (%) 6.6 8.8 9.0 9.3 7.2
5 Debt/equity (Times) 1.8 1.9 1.6 1.7 2.0

Toll Collection Profit Before Tax Shareholders’ Equity


(RM million) (RM million) (RM million)

5,678
5,340
2,237

4,518
1,516
1,820

4,161
1,691
1,664

1,308
1,499

3,498
1,108
1,071
774

2004 2005 2006 2007 2008 2004 2005 2006 2007 2008 2004 2005 2006 2007 2008

Dividend Per Share Earnings Per Share Net Assets Per Share
(sen) (sen) (sen)
25.0

113.9
107.0
22.1

21.6
21.3
16.0

90.4
83.2
14.0
12.5

15.4

70.0
9.0
7.5

34 PLUS Expressways Berhad Annual Report 2008

2004 2005 2006 2007 2008 2004 2005 2006 2007 2008 2004 2005 2006 2007 2008
Five-Year Group Financial Highlights continued

2008 2007 2006 2005 2004


Share Information
1 Per share (sen)
Earnings 21.6 25.0 22.1 21.3 15.4
Net assets 113.9 107.0 90.4 83.2 70.0
2 Share price (RM)
High 3.28 3.44 3.12 3.42 2.89
Low 2.53 2.78 2.57 2.67 2.16
Closing 2.98 3.28 2.81 3.06 2.80
3 Dividends
Dividends (RM million) 800^ 700 625 450 375
Dividend per share (sen) 16.0^ 14.0 12.5 9.0 7.5
Dividend growth (%) 14 12 39 20 7
Dividend payout ratio (%) 74^ 56 57 42 49
Toll Collection Profit Before Tax Shareholders’ Equity
(RM million) (RM million) (RM million)
* 2004-2007: Before deduction for notional tax on tax exempt dividends and notional interest on Government Support Loan pursuant
to toll compensation arrangement per Second Supplemental Concession Agreement.

5,678
5,340
2,237

2008: No provision for notional tax on tax exempt dividends following election of single tier tax system in 2008.

4,518
1,516
^ Includes single tier final dividend of RM475 million or 9.5 sen per share to be proposed at the forthcoming Seventh Annual General
1,820

4,161
1,691
1,664

1,308

Meeting.
1,499

3,498
1,108
1,071
774

2004 2005 2006 2007 2008 2004 2005 2006 2007 2008 2004 2005 2006 2007 2008

Dividend Per Share Earnings Per Share Net Assets Per Share
(sen) (sen) (sen)
25.0

113.9
107.0
22.1

21.6
21.3
16.0

90.4
83.2
14.0
12.5

15.4

70.0
9.0
7.5

2004 2005 2006 2007 2008 2004 2005 2006 2007 2008 2004 2005 2006 2007 2008

35 PLUS Expressways Berhad Annual Report 2008


2008 Group Operational Highlights

PLUS 2008 2007 2006 2005 2004


Traffic Volume Analysis
1 Traffic volume growth (%) 5.2% 7.7% 1.6% 0.8% 3.9%
2 Total traffic volume (No. of vehicles) 376,531,093 367,666,873 342,424,316 337,472,380 332,519,383
3 Average daily traffic volume 1,028,773 1,007,307 938,149 924,582 908,523
(No. of vehicles)

Method of Payment (%)


1 Manual cash payments 51% 54% 57% 61% 64%
2 Electronic Toll Collection (“ETC”) 49% 46% 43% 39% 36%

Traffic Volume Growth Traffic Volume


(in pcu-km) (Number of vehicles in millions)
7.7% 377
368
333 337 342

5.2%
3.9%

1.6%
0.8%

2004 2005 2006 2007 2008 2004 2005 2006 2007 2008

Average Daily Traffic Volume Method of Toll Payment


(Number of vehicles in thousands)

64% 61% 57% 54% 51%


1,007 1,029
909 925 938

43% 46% 49%


36% 39%

2004 2005 2006 2007 2008

2004 2005 2006 2007 2008 Cash Electronic

36 PLUS Expressways Berhad Annual Report 2008


2008 Group Operational Highlights continued

ELITE 2008 2007 2006 2005 2004


Traffic Volume Analysis
1 Traffic volume growth (%) 4.0% 6.0% 2.8% 8.3% 6.4%
2 Total traffic volume (No. of vehicles) 64,878,032 61,436,481 57,951,567 56,437,362 50,262,278
3 Average daily traffic volume 177,262 168,319 158,771 154,623 137,329
(No. of vehicles)

Method of Payment (%)


1 Manual cash payments 45% 48% 51% 55% 60%
2 Electronic Toll Collection (“ETC”) 55% 52% 49% 45% 40%

Traffic Volume Growth Traffic Volume


(in pcu-km) (Number of vehicles in millions)

8.3% 65
58 61
56
6.4% 50
6.0%

4.0%
2.8%

2004 2005 2006 2007 2008 2004 2005 2006 2007 2008

Average Daily Traffic Volume Method of Toll Payment


(Number of vehicles in thousands)
60% 55% 51% 48% 45%
177
168
155 159
137
49% 52% 55%
40% 45%

2004 2005 2006 2007 2008

2004 2005 2006 2007 2008 Cash Electronic

37 PLUS Expressways Berhad Annual Report 2008


2008 Group Operational Highlights continued

LINKedua 2008 2007 2006 2005 2004


Traffic Volume Analysis
1 Traffic volume growth (%) 19.6% 11.9% 4.4% 7.0% 13.5%
2 Total traffic volume (No. of vehicles) 19,885,326 17,185,244 15,457,326 15,053,416 14,263,742
3 Average daily traffic volume 54,331 47,083 42,349 41,242 38,972
(No. of vehicles)

Method of Payment (%)


1 Manual cash payments 69% 75% 78% 82% 87%
2 Electronic Toll Collection (“ETC”) 31% 25% 22% 18% 13%

Traffic Volume Growth Traffic Volume


(in pcu) (Number of vehicles in millions)
19.6% 20
17
15 15
13.5% 14
11.9%

7.0%
4.4%

2004 2005 2006 2007 2008 2004 2005 2006 2007 2008

Average Daily Traffic Volume Method of Toll Payment


(Number of vehicles in thousands)
87% 82% 78% 75% 69%
54
47
41 42
39

25% 31%
18% 22%
13%
2004 2005 2006 2007 2008

2004 2005 2006 2007 2008 Cash Electronic

38 PLUS Expressways Berhad Annual Report 2008


2008 Group Operational Highlights continued

BKE 2008 2007 2006 2005 2004


Traffic Volume Analysis
1 Traffic volume growth (%) -1.9% 4.1% 4.0% 0.1% 8.7%
2 Total traffic volume (No. of vehicles) 20,206,780 20,662,169 19,811,951 19,042,492 18,994,475
3 Average daily traffic volume 55,210 56,609 54,279 52,171 51,897
(No. of vehicles)

Method of Payment (%)


1 Manual cash payments 56% 60% 64% 68% 72%
2 Electronic Toll Collection (“ETC”) 44% 40% 36% 32% 28%

Traffic Volume Growth Traffic Volume


(in pcu) (Number of vehicles in millions)

8.7% 21
19 20 20
19

4.0% 4.1%

0.1% (1.9%)

2004 2005 2006 2007 2008 2004 2005 2006 2007 2008

Average Daily Traffic Volume Method of Toll Payment


(Number of vehicles in thousands)

57 72% 68% 64% 60% 56%


52 54 55
52

40% 44%
32% 36%
28%

2004 2005 2006 2007 2008

2004 2005 2006 2007 2008 Cash Electronic

39 PLUS Expressways Berhad Annual Report 2008


Simplified Group Balance Sheet

Assets
2008
72.7% Concession Assets

13.1% Cash, Bank Balances


and Short Term Deposit

11.8% Toll Compensation Recoverable


from Government

1.3% Investments

Property, Plant and Equipment, Prepaid Land


0.5%
Lease Payments and Intangible Assets

0.5% Other Assets

0.1% Tax and Deferred Tax Assets

Total Assets RM17,021 million

Liabilities and Shareholders’ Equity


2008

61.5% Financial Liabilities and Borrowings

26.0% Reserves

7.3% Share Capital

2.3% Tax and Deferred Tax Liabilities

1.9% Other Liabilities

0.8% Payables

0.1% Amount Received from


Government for Additional Works

0.1% Minority Interests

Total Liabilities and Shareholders’ Equity RM17,021 million

40 PLUS Expressways Berhad Annual Report 2008


Group Quarterly Performance

2008

(RM million) 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter Full Year

FINANCIAL PERFORMANCE
Revenue 720 738 717 793 2,968
Direct cost of operations (199) (220) (229) (232) (880)

521 518 488 561 2,088


Finance and other income 41 41 37 34 153
General and administration expenses (21) (20) (20) (19) (80)
Finance cost (157) (158) (164) (166) (645)

Profit before tax 384 381 341 410 1,516


Profit after tax 275 266 242 297 1,080
Earnings per share (sen) 5.5 5.3 4.9 5.9 21.6
Dividend per share (sen) — 6.5 — 9.5^ 16.0

2007

(RM million) 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter Full Year

FINANCIAL PERFORMANCE
Revenue 524 570 554 634 2,282
Direct cost of operations (163) (161) (166) (186) (676)

361 409 388 448 1,606


Finance and other income 32 34 29 111 206
General and administration expenses (11) (11) (14) (13) (49)
Finance cost (115) (115) (111) (114) (455)

Profit before tax 267 317 292 432 1,308


Profit after tax 259 310 286 393 1,248
Earnings per share (sen) 5.2 6.2 5.7 7.9 25.0
Dividend per share (sen) — 6.0 — 8.0 14.0

^ To be proposed at the forthcoming Seventh Annual General Meeting.

41 PLUS Expressways Berhad Annual Report 2008


Group Financial Review

INCOME STATEMENT BreakdownofofToll


Breakdown TollCollection
Collection
Revenues
86%
%
RM Million 2008 2007 Variance Change

Toll collection 2,237 1,821 416 23%


Net toll
compensation 731 455 276 61%
Expressway 9%
operation service 4%
fee 0 6 -6 -100% 1%

Total revenues 2,968 2,282 686 30%


PLUS
ELITE

In 2008, consolidated revenues for the Group reached LINKEDUA

RM2,968 million, representing a growth of 30% from RM2,282 KLBK


million in 2007.

The main contributor to the growth was the first time The analysis of toll collection by concession company shows
consolidation of results from new subsidiaries namely, ELITE, that PLUS contributes the highest toll collection of 86%,
LINKEDUA and KLBK with total revenue of RM324 million. The followed by ELITE of 9%, LINKEDUA of 4% and KLBK of 1% for
increase was also due to higher toll collection for PLUS by 2008.
RM92 million on the back of a year-on-year traffic growth of
5.2%.
Operating Costs
Net toll compensation of RM731 million for 2008 consists of
%
non-cash toll compensation of RM536 million and the
RM Million 2008 2007 Variance Change
remaining was compensation for non-toll rate increase in
2008. In 2008, higher non-cash toll compensation was
Routine
recorded as compared to 2007 as there was no deduction for
maintenance 228 201 -27 -13%
notional tax on tax exempt dividends in 2008 following the
election of the single tier tax system effective January 2008. Management
expenditure 348 268 -80 -30%
Depreciation &
amortisation 383 257 -126 -49%

Total operating
costs 959 726 -233 -32%

Consolidation of three new subsidiaries in 2008, increase in


amortisation charges in correspondence to higher toll revenue
and increase in management expenditure contributed to the
higher operating costs in 2008.

42 PLUS Expressways Berhad Annual Report 2008


Group Financial Review continued

The breakdown of management expenditure is shown as BALANCE SHEET


follows: Assets
BreakdownofofManagement
Breakdown ManagementExpenditure
Expenditure
%
RM Million 2008 2007 Variance Change
2008 12%
Non-current assets
10% Concession assets 12,380 11,723 657 6%
Property, plant
and equipment 48 45 3 7%
7% Investments 166 115 51 44%
6% Toll compensation
4% recoverable from
57% the Government 1,910 1,393 517 37%
4%
Others 38 69 -31 -45%

Current assets
Employee Costs
Deposits and cash 2,234 2,418 -184 -8%
General Expenses
Others 245 130 115 88%
Utilities
Toll Consumables & Commission
Total assets 17,021 15,893 1,128 7%
Professional Fees
Repairs & Maintenance
In 2008, total assets reached RM17,021 million, 7% higher
Advertising & Marketing
than 2007.

The increase in concession assets by RM657 million was


2007 11% attributed to additional expressway capital expenditure of
RM353 million and inclusion of KLBK’s concession assets of
10% RM304 million.

The increase in toll compensation recoverable from the


Government is pursuant to toll compensation settlement
8% arrangement as set out in PLUS’s Second Supplemental
5%
Concession Agreement.
4%
59% 3%

Significant costs under management expenditure are


employee costs. At the end of 2008, there was 4,010 staff
(2007: 3,478 staff) with 78% are frontliners for operational
requirements.

Continued corporate and debt refinancing exercises resulted


in higher professional fees, while other costs were generally
kept under control.

43 PLUS Expressways Berhad Annual Report 2008


Group Financial Review continued

Concession assets which consist of expressway development Equity and Liabilities


expenditure, heavy repairs and toll equipment, make up
more than 72% of total assets for the Group. The breakdown %
of concession assets is shown below. RM Million 2008 2007 Variance Change

Equity
BreakdownofofConcession
Breakdown ConcessionAssets
Assets Share Capital 1,250 1,250 0 0%
Reserves 740 761 -21 -3%
2008 91%
Retained earnings 3,688 3,329 359 11%

Shareholders’ equity 5,678 5,340 338 6%


Minority interests 19 10 9 90%

Total equity 5,697 5,350 347 6%

Non-current liabilities
6%
Long term
1%
financial liabilities
2% and borrowings 9,522 8,583 939 11%
Others 573 121 452 >100%

Expressway Development Expenditure Current liabilities


Heavy Repairs Trade and sundry
Other Concession Assets payables 139 153 -14 -9%
Capital Work-In-Progress Short term
financial liabilities
and borrowings 951 1,497 -546 -36%
Others 139 189 -50 -26%
2007 92%
Total liabilities 11,324 10,543 781 7%

Total equity and


liabilities 17,021 15,893 1,128 7%

Change in reserves was mainly due to foreign exchange


translation differences.
5%
1% Retained earnings of RM3,688 million is after dividend
2% distributions of RM725 million, made up of final tax exempt
dividend for FY2007 of RM400 million and the single tier
interim dividend for FY2008 of RM325 million.

44 PLUS Expressways Berhad Annual Report 2008


Group Financial Review continued

The analysis of total debts is as follows:


Rating Outlook
Net Debt
ELITE
RM Million 2008 2007
ELITE BAIDS AA2 Stable
Financial Liabilities 8,589 7,689 KLBK
Borrowings KLBK BAIDS AA3 Stable
Government loans 1,464 1,383
Other loans 420 1,008 The above Islamic financial facilities are rated by a Malaysian
rating agency, RAM Rating Services.
Total financial liabilities and
borrowings 10,473 10,080
Cash and cash equivalents 2,234 2,418 DIVIDENDS
Since the announcement of KPI on dividend in 2006, PEB has
Net Debt 8,239 7,662 consistently achieved the target minimum dividend growth
Net Debt/Equity (times) 1.45 1.43 of 12%.

In 2008, with the payment of single tier interim dividend of


The total financial liabilities as at end 2008 included KLBK’s 6.5 sen per share on 23 September 2008 and the recommended
BAIDS of RM176 million, as consolidated following the single tier final dividend of 9.5 sen per share to be approved
acquisition in March 2008. by the shareholders at the forthcoming Annual General
Meeting, the total dividend payout for FY2008 will be 16.0
The additional financial liabilities during year 2008 are: sen per share or a total of RM800 million, representing a
growth of 14.3% as compared to 14.0 sen per share payout
• issuance of PLUS’s Sukuk Series 3 of RM700 million
in 2007.
nominal value (RM308 million present value on issue
date) in May 2008 to partially redeem PLUS Senior Sukuk;
The payout also represents 74% of the Group’s net profit.
and

• issuance of PLUS SPV Sukuk of RM1,055 million nominal PLUS Expressways will continue to deliver value to its
value (RM762 million present value on issue date) under shareholders and to achieve this, the Board has reviewed its
the RM4,000 million nominal value PLUS SPV Sukuk in dividend payout policy to be a minimum 70% of the Group’s
June 2008 to partially refinance the bridging loan facility. net profit, subject to the availability of cashflows, after taking
into consideration the debt servicing and financing
commitments for the Group companies as well as future
Debt Rating and Outlook expansion plans.

Rating Outlook The effort continues to achieve the KPI on minimum dividend
payout of 16 sen per share for FY2009, despite the many
PLUS Expressways Berhad challenges in the current economic environment.
PLUS SPV Sukuk AA1 Stable

PLUS
PLUS Senior Sukuk AAA Stable
PLUS Sukuk Series 1 AAA Stable
PLUS Sukuk Series 2 AAA Stable
PLUS Sukuk Series 3 AAA Stable

45 PLUS Expressways Berhad Annual Report 2008


Statement of Value Added

Value added is a measure of wealth created. The following statement shows the Group’s value added for 2008 and 2007 and
its distribution by way of payments to employees, government and shareholders, with the balance retained in the Group for
reinvestment and future growth.
2008 2007
RM million RM million

VALUE ADDED
Revenue 2,968 2,282
Other income 57 132
Finance income 96 75
Operating expenses (380) (310)
Finance cost (645) (455)

Value added available for distribution 2,096 1,724

DISTRIBUTION
To Employees
Employees cost 198 159
To Government
Taxation 435 60
To Shareholders
Dividend 725 425
Minority interests 1 —
Retained for reinvestment and future growth
Depreciation, amortisation, disposal & write-off 383 257
Retained earnings 354 823

Total distributed 2,096 1,724

Distribution of Value Added


2008 2007
35.2% 62.7%

Depreciation, amortisation,
disposal & write-off and
retained earnings
34.6% 24.6%

Dividend and
Minority interests
20.8% 3.5%

Taxation

9.4% 9.2%

Employees cost

46 PLUS Expressways Berhad Annual Report 2008



0
3
6
9
12
15

12.0
13.0
14.0
15.0
16.0
17.0
shares
Million

RM’billion
31.01.2008
31.01.2008

29.02.2008
29.02.2008

31.03.2008
31.03.2008

30.04.2008
30.04.2008

Volume
30.05.2008
30.05.2008

30.06.2008
30.06.2008

31.07.2008

Closing
31.07.2008

Market Capitalisation
29.08.2008
29.08.2008

47
30.09.2008
30.09.2008

31.10.2008
31.10.2008

28.11.2008
28.11.2008

31.12.2008
31.12.2008
2.0
2.2
2.4
2.6
2.8
3.0
3.2
3.4
RM

PLUS Expressways Berhad Annual Report 2008


Market Capitalisation
Share Price & Volume Traded
Media Milestones – Financial

Financial News Clippings

48 PLUS Expressways Berhad Annual Report 2008


Our Collective Reach

Overview

Board of Directors 50
Profile of Board of Directors 52
Top Management 66
Company Secretaries 68
Heads of Overseas Subsidiaries 68
Senior Management 70

49 PLUS Expressways Berhad Annual Report 2008


Board of Directors

Sitting: Standing from Left to Right:


1 Tan Sri Dato’ Mohd Sheriff Mohd Kassim 1 Geh Cheng Hooi
2 Hassan Ja’afar
3 Datuk K. Ravindran
4 Dato’ Mohamed Azman Yahya
5 Tan Sri Razali Ismail

50 PLUS Expressways Berhad Annual Report 2008


Board of Directors continued

Sitting from Left to Right: Standing from Left to Right:


1 Dato’ Ahmad Pardas Senin 1 YM Professor DiRaja Ungku Abdul Aziz
2 Noorizah Hj Abd Hamid Ungku Abdul Hamid
2 Datuk Seri Panglima Mohd Annuar Zaini
3 Quah Poh Keat
4 Abdul Farid Alias
5 Dato’ Seri Ismail Shahudin

51 PLUS Expressways Berhad Annual Report 2008


Profile of Board of Directors

Tan Sri Dato’ Mohd Sheriff Mohd


Kassim
Chairman

Tan Sri Dato’ Mohd Sheriff Mohd Kassim, a Malaysian


aged 69, is a Non-Independent Non-Executive Director
and Chairman of PLUS Expressways Berhad. He was
appointed as a Director of the Company on 29 January
2002 and was made Chairman on 7 February 2002.

Tan Sri Dato’ Mohd Sheriff holds a B.A. (Honours)


Economics degree from University of Malaya, a Diploma
in Economic Development from Oxford University,
United Kingdom and a M.A. Economics from Vanderbilt
University, USA. He was the Managing Director of
Khazanah Nasional Berhad from 1994 to August 2003
and previously sat on the Boards of UEM Group Berhad,
RHB Bank Berhad, Renong Berhad and Silterra Malaysia
Sdn Bhd. Prior to joining Khazanah Nasional Berhad, Tan
Sri Dato’ Mohd Sheriff served as the Secretary General
of Treasury, Ministry of Finance for 3 years.

Tan Sri Dato’ Mohd Sheriff is also the Chairman of the


Malaysian Institute of Economic Research, President of
the Malaysian Economic Association and he serves as
the Non-Executive Chairman of Manulife Holdings
Berhad [formerly known as Manulife Insurance (Malaysia)
Berhad], Intelligent Edge Technologies Berhad, Scientex
Berhad and Standard Chartered Bank Malaysia Berhad.
He also sits on the Board of Projek Lebuhraya Utara-
Selatan Berhad, Konsortium Lebuhraya Butterworth-
Kulim (KLBK) Sdn Bhd and Projek Penyelenggaraan
Lebuhraya Berhad.

Tan Sri Dato’ Mohd Sheriff is a Non-Executive Director


nominated by Khazanah Nasional Berhad, a major
shareholder of PLUS Expressways Berhad. He currently
serves as Chairman of the Nomination Committee, the
Remuneration Committee and the Investment
Committee.

52 PLUS Expressways Berhad Annual Report 2008


Profile of Board of Directors continued

Dato’ Ahmad Pardas Senin


Deputy Chairman

Dato’ Ahmad Pardas Senin, aged 56, was appointed as Non- Managing Director of Renong Berhad, Managing Director of
Independent Non-Executive Deputy Chairman of PLUS Time Engineering Berhad, Executive Director & CEO of Time
Expressways Berhad on 1 July 2004. He currently holds dotCom Berhad, Managing Director of EPE Power Corporation
directorships in UEM Group Berhad, UEM Land Holdings Berhad (now renamed Ranhill Power Berhad). During 2003-
Berhad and Pharmaniaga Berhad. He is a Director of Universiti 2004, he was seconded as Executive Director and CEO of
Teknologi Mara (“UiTM”) and the Chairman of The Malaysian Silterra Malaysia Sdn Bhd.
Directors Academy (“MINDA”).
He has also served on the boards UEM Builders Berhad, Opus
Dato’ Ahmad Pardas is a Fellow of The Chartered Institute of Group Berhad, Faber Group Berhad, Costain Group Plc. and
Management Accountants (“FCMA”), a Chartered Member of The Malaysian Industry-Government Group for High
the Malaysian Institute of Accountants (“MIA”) and a Member Technology (“MIGHT”). Prior to joining the UEM Group, Dato’
of the Institute of Internal Auditors, Inc. He is also a member Ahmad Pardas had more than 17 years service with the
of the Financial Reporting Foundation (“FRF”). British-American Tobacco Group.

He has been with the UEM Group for more than seventeen He is a Non-Executive Director nominated by UEM Group
years since 1992. During this period Dato’ Ahmad Pardas has Berhad, a major shareholder of PLUS Expressways Berhad.
served in various other positions in the UEM Group, including Dato’ Ahmad Pardas serves as a member of the Remuneration
as the Managing Director/CEO of UEM World Berhad, Group Committee and the Investment Committee.

53 PLUS Expressways Berhad Annual Report 2008


Profile of Board of Directors continued

Noorizah Hj Abd Hamid


Managing Director

Noorizah Hj Abd Hamid, a Malaysian aged 49, was


appointed as the Managing Director of PLUS Expressways
Berhad on 1 April 2007. Prior to that, she was the
Managing Director of Faber Group Berhad (“Faber Group”)
from 17 March 2003. She was also the Managing Director
of Faber Hotels Holdings Sdn Bhd since 3 August 2002.
She holds a Masters in Business Administration, majoring
in Finance and Management and a Bachelor of Science
in Business Administration from Central Michigan
University, United States of America.

Prior to joining Renong Berhad as the Manager of


Group Corporate Affairs in September 1991, she was
attached to various positions in finance and corporate
advisory with Syarikat Pengurusan Kayu Kayan
Terengganu Sdn Bhd, a subsidiary of the Terengganu
State Development Corporation, Permodalan Nasional
Berhad and Amanah Merchant Bank Berhad.

In January 1992, she joined HBN Management Sdn Bhd


and was later transferred to Projek Lebuhraya Utara-
Selatan Berhad (“PLUS”) as a Senior Manager in the
Treasury Department in January 1994. She was
transferred back to HBN Management Sdn Bhd in
January 1996 and appointed to the post of Senior
Manager of Group Corporate Affairs.

She was posted to PLUS as Senior General Manager,


Finance in 1997 before assuming her designation as the
Chief Operating Officer of Faber Group on 9 August
1999. During her tenure in Faber Group she has also
been appointed as a Director of various subsidiary
companies of Faber Group.

She also sits on the Board of Commissioner of PT Lintas


Marga Sedaya, a PLUS Expressways Berhad’s subsidiary
in Indonesia, Board of Directors of PLUS BKSP Toll
Limited, Board of Projek Lebuhraya Utara-Selatan Berhad
and Board of Konsortium Lebuhraya Butterworth-Kulim
(KLBK) Sdn Bhd. She is also the Executive Director of
Expressway Lingkaran Tengah Sdn Bhd (“ELITE”) and
Linkedua (Malaysia) Berhad effective from 13 February
2008.

54 PLUS Expressways Berhad Annual Report 2008


Profile of Board of Directors continued

Geh Cheng Hooi


Senior Independent Non-Executive Director

Geh Cheng Hooi, a Malaysian aged 74, is the Senior Geh is a Fellow of the Institute of Chartered Accountants in
Independent Non-Executive Director of PLUS Expressways England and Wales and a member of the Malaysian Institute
Berhad. He was appointed a Director of the Company on of Certified Public Accountants (“MICPA”) and had served as
20 May 2002. Chairman and member of several of MICPA’s committees. He
was the Chairman of the technical committee and was
After qualifying as a Chartered Accountant in the United involved in the introduction of the International Accounting
Kingdom in 1959, he worked for Price Waterhouse, London Standards (“IAS”) in Malaysia. Directorships held by him
as a qualified assistant in 1960/1961. include Lingui Developments Berhad, Paramount Corporation
Bhd, NCB Holdings Berhad, Malayan Flour Mills Bhd and
Upon his return to Malaysia in 1961, he joined KPMG Peat Wawasan TKH Holdings Bhd.
Marwick (“KPMG”) and was admitted as a partner in KPMG in
1964. Geh retired as the Senior Partner in 1989. Geh serves as the Chairman of the Audit Committee and a
member of the Nomination Committee.

55 PLUS Expressways Berhad Annual Report 2008


Profile of Board of Directors continued

YM Professor DiRaja Ungku Abdul Aziz


Ungku Abdul Hamid
Independent Non-Executive Director

YM Professor DiRaja Ungku Abdul Aziz Ungku Abdul Hamid, a


Malaysian aged 87, is an Independent Non-Executive Director of
PLUS Expressways Berhad. He was appointed as a Director of the
Company on 11 March 2002.

YM Professor DiRaja Ungku Abdul Aziz is an academician


specialising in rural economics and mind training. He was the Vice-
Chancellor of the University of Malaya from October 1968 to
February 1988. He has received both national and international
awards for his contributions to various fields.

He holds directorships in several other private limited companies.


He is the Chairman of Cosmopoint Sdn Bhd, a Distinguished
Fellow of Institute of Strategic and International Studies Malaysia
and the Malaysian Institute of Economic Research.

YM Professor DiRaja Ungku Abdul Aziz serves as a member of the


Audit Committee.

56 PLUS Expressways Berhad Annual Report 2008


Profile of Board of Directors continued

Hassan Ja’afar
Non-Independent Non-Executive Director

Hassan Ja’afar, a Malaysian aged 62, is a Non-Independent He also sits on the Board of Commissioner of PT Lintas Marga
Non-Executive Director of PLUS Expressways Berhad and was Sedaya and PT Cimanggis Cibitung Tollways, PLUS Expressways
appointed as a Director of the Company on 18 March 2002. Berhad’s subsidiaries in Indonesia and hold directorship in
  Projek Lebuhraya Utara-Selatan Berhad.
Hassan was the past Managing Director of BBMB Securities
Sdn Bhd. He holds a Bachelor of Science Degree in Chemical Hassan is a Non-Executive Director nominated by Khazanah
Engineering from the University of New Brunswick, Canada. Nasional Berhad, a major shareholder of PLUS Expressways
He was a project officer for the Economic Development Berhad. He serves as a member of the Remuneration
Board of Singapore and the Development Bank of Singapore Committee.
Limited from 1969 to 1974. He was an Investment Manager
for Bank Pembangunan Malaysia Berhad from 1974 to 1978.
From 1978 to 1990, he was the General Manager for Bapema
Corporation Sdn Bhd. He was appointed as an Executive
Director of UMBC Securities Sdn Bhd in 1990 and he served
until 1994. He then became an Executive Director of
CapitalCorp Securities Sdn Bhd until 1995. In 1995, he was
appointed as the Executive Director of BBMB Securities
Sdn Bhd.

57 PLUS Expressways Berhad Annual Report 2008


Profile of Board of Directors continued

Dato’ Mohamed Azman Yahya


Non-Independent Non-Executive Director

Dato’ Mohamed Azman Yahya, a Malaysian aged 45, is a Non-


Independent Non-Executive Director of PLUS Expressways Berhad.
He was appointed as a Director of the Company on 3 May 2002.

Dato’ Mohamed Azman graduated with first class honours degree


in Economics from the London School of Economics and Political
Science and is a member of the Institute of Chartered Accountants
in England and Wales, the Malaysian Institute of Accountants and
a fellow of the Malaysian Institute of Banks. He is the founder,
Group Chief Executive and a Director of Symphony House Berhad,
a listed outsourcing group. He is also the Executive Chairman of
Bolton Berhad, a listed property group.

He sits on the advisory panels for the Bursa Malaysia Securities


Market Consultative Panel, the National Council for Scientific
Research and Development, the National Innovation Council, the
Special Taskforce to Facilitate Business (“Pemudah”) and the
Malaysia Economic Council. He is the Chairman of Pharmaniaga
Berhad and sits on the Boards of Malaysian Airline System Berhad,
Scomi Group Berhad, Khazanah Nasional Berhad and several other
private limited companies.

Dato’ Mohamed Azman is a Non-Executive Director nominated by


UEM Group Berhad, a major shareholder of PLUS Expressways
Berhad. He was a member of the Audit Committee and currently
serves as a member of the Investment Committee.

58 PLUS Expressways Berhad Annual Report 2008


Profile of Board of Directors continued

Tan Sri Razali Ismail


Independent Non-Executive Director

Tan Sri Razali Ismail, a Malaysian aged 70, is an Independent In Malaysia Tan Sri Razali Ismail is involved in IT and
Non-Executive Director of PLUS Expressways Berhad and was environmental industries and sits on the boards of companies
appointed to the Board on 6 May 2002. including Leader Universal Holdings Berhad, Allianz General
Insurance Malaysia Berhad and IRIS Corporation Bhd. He is
Tan Sri Razali Ismail retired from government in 1998 after a the Pro-Chancellor of the University Science Malaysia,
career in the Malaysian Diplomatic Service over 35 years. He Chairman of the National Peace Volunteer Corp (“Yayasan
was last appointed Malaysia’s Permanent Representative to Salam”) and the Malaysian Prime Minister’s Special Envoy to
the United Nations in New York. facilitate assistance for natural disaster victims. He is the
President of World Wildlife Fund in Malaysia and advises on
At the United Nations, Tan Sri Razali Ismail was involved in a government supported project on street and displaced
developing positions on issues such as development and children.
sustainability, poverty and marginalisation, reforms in the
United Nations, human rights and the environment. Tan Sri
Razali Ismail was the Secretary-General’s Special Envoy for
Myanmar for more than 5 years (April 2000-December
2005).

59 PLUS Expressways Berhad Annual Report 2008


Profile of Board of Directors continued

Datuk K. Ravindran
Independent Non-Executive Director

Datuk K. Ravindran, a Malaysian aged 51, is an Independent Non-


Executive Director of PLUS Expressways Berhad. He was appointed
a Director of the Company on 6 May 2002.

Datuk K. Ravindran is the Group Executive Director and co-founder


of the ARA group of companies which has interests in infrastructure
development, engineering, construction and transportation. Aided
by a cohort of able colleagues, he was instrumental in developing
the group into a multi-million ringgit company.

Datuk K. Ravindran holds a Bachelor of Science Honours degree


from the University of Madras, India. He has blended his corporate
exertions with involvement in charitable causes, mainly in
education. The main vehicle for the latter is the All-Malaysia
Malayali Education Foundation (“AEF”) of which he is the President.
He sits on the board of several private limited companies.

Datuk K. Ravindran serves as a member of the Audit Committee,


the Nomination Committee and the Remuneration Committee.

60 PLUS Expressways Berhad Annual Report 2008


Profile of Board of Directors continued

Quah Poh Keat


Independent Non-Executive Director

Quah Poh Keat, a Malaysian aged 56, is an Independent Non- PK Quah is a Fellow of the Malaysian Institute of the Taxation,
Executive Director of PLUS Expressways Berhad. He was Member of the Malaysian Institute of Accountants, Member
appointed as a Director on 14 January 2008. He is also of the Malaysian Institute of Certified Public Accountants,
currently an Independent Non-Executive Director of IOI Member of the Chartered Institute of Management
Corporation Bhd, IOI Properties Berhad, Telekom Malaysia Accountants and Fellow of the Association of Chartered
Berhad, Lonpac Insurance Berhad, LPI Capital Berhad and Certified Accountants.
Public Bank Bhd and some of its group companies.
He was the Senior Partner of KPMG (known in some practices
PK Quah was admitted as a member of the Malaysian Institute as Managing Partner) from 1 October 2000 to 30 September
of Certified Public Accountants (“MICPA”) in 1976. He was 2007 and has vast experience in Audit and Taxation in both
also the best student for all three parts of the MICPA Malaysia and United Kingdom. He retired from KPMG Malaysia
Examination and won many awards in the Institute of on 31 December 2007. He is a member of FMM Strategic
Management Accountants Examinations. Policies Committee and was a former Vice-President of the
Malaysian Institute of Taxation.

PK Quah serves as a member of the Audit Committee.

61 PLUS Expressways Berhad Annual Report 2008


Profile of Board of Directors continued

Abdul Farid Alias


Non-Independent Non-Executive Director

Abdul Farid Alias, a Malaysian aged 41, was appointed the Non-
Independent Non-Executive Director of PLUS Expressways Berhad
on 27 February 2008.

Abdul Farid Alias holds a Bachelor of Science in Accounting and


minor in Economics from the Pennsylvania State University, United
States and Masters in Business Administration from University of
Denver, Colorado. He was a former Director, Investments of
Khazanah Nasional Berhad. Prior to joining Khazanah Nasional
Berhad, he was involved in the investment banking area whereby
he was attached to some domestic and international merchant
banks such as Aseambankers Malaysia, International Merchant
Bankers Berhad, Schroders Malaysia and Jardine Fleming/JP
Morgan.

Abdul Farid was a former Director at UEM Group Berhad, UEM


World Berhad, UEM Builders Berhad and a former member of the
Board of Commissioners of PT Bank Lippo Tbk and PT Exelcomindo
Pratama Tbk, both or which are listed on the Bursa Efek Indonesia.
Abdul Farid resigned as a Director of PLUS Expressways Berhad
with effect from 31 December 2008.

Abdul Farid was a Non-Executive Director nominated by Khazanah


Nasional Berhad, a major shareholder of PLUS Expressways
Berhad.

62 PLUS Expressways Berhad Annual Report 2008


Profile of Board of Directors continued

Datuk Seri Panglima Mohd Annuar Zaini


Independent Non-Executive Director

Datuk Seri Panglima Mohd Annuar Zaini, a Malaysian aged appointment as Member of the Council of Elders to HRH
58, is an Independent Non-Executive Director of PLUS Sultan of Perak. He is a Member of the Perak Council of
Expressways Berhad. He was appointed as a Director on Islamic Religion and Malay Customs. He is a Distinguished
19 December 2008. Fellow to Institute of Strategic and International Studies
(“ISIS”) Malaysia, Fellow to Institut Sosial Malaysia, Member of
Datuk Seri Panglima Mohd Annuar Zaini holds a Masters of the Advisory Board of the Public Complaints Bureau of the
Arts in Law & Diplomacy from The Fletcher School of Laws & Prime Minister’s department and Member of the Economic
Diplomacy, Tufts University, USA; and a Bachelor of Arts with Council Malaysia. He is a member of the Board of Directors of
honours in Economics from University Kebangsaan Malaysia. the University Malaya and Chairman of the Board, University
Malaya Specialist Centre.
He began his career in the government service as an
Administrative and Diplomatic Officer in 1977. He served the He is the Chief Executive of Northern Corridor Implementation
Malaysian Government at various ministries and departments. Authority since September 2008. He is also the Adjunct
In 1993, he was appointed General Manager of The Perak Professor of Northern Corridor Economic Region Research
Foundation, a position he held until 1999 before he chose to Centre, Universiti Utara Malaysia since December 2007.
take an optional retirement from the government service.
He holds directorships in Malaysian Airline System Berhad
He has been appointed the Chairman of Malaysian National and several private limited companies.
News Agency (“BERNAMA”) since February 2004. Also in
February 2004, HRH The Sultan of Perak consented his

63 PLUS Expressways Berhad Annual Report 2008


Profile of Board of Directors continued

Dato’ Seri Ismail Shahudin


Non-Independent Non-Executive Director

Dato’ Seri Ismail Shahudin, a Malaysian aged 58 is a Non-


Independent Non-Executive Director of PLUS Expressways Berhad.
He was appointed as a Director of PLUS Expressways Berhad on
21 April 2009.

Dato’ Seri Ismail Shahudin holds a Bachelor of Economics (Honours)


degree from University Malaya, majoring in Bussiness
Administration.

Dato’ Seri Ismail Shahudin joined ESSO Malaysia Berhad, upon his
graduation in 1974 and served for 5 years in its Finance Division.
He then joined Citibank Malaysia in 1979 and served at the bank’s
headquarters in New York in 1984 as part of the team in Asia
Pacific Division. Upon his return to Malaysia, he was promoted to
the position of Vice President & Group Head of the Public Sector
and Financial Institutions Group in Citibank Malaysia. In 1988, he
served United Asian Bank Berhad as Deputy General Manager.
In 1992, he joined Malayan Banking Berhad as General Manager,
Corporate Banking and became the Executive Director in 1997. In
2002 he left Malayan Banking Berhad to become the Group CEO
of MMC Corporation Berhad. He was appointed to the Board of
Bank Muamalat Malaysia Berhad and subsequently appointed as
its Chairman in March 2004 until his retirement in July 2008.

Dato’ Seri Ismail Shahudin currently sits on the Boards of UEM


Group Berhad, Cement Industries of Malaysia Berhad (“CIMA”),
Aseana Properties Limited (a company listed on the London Stock
Exchange), SMPC Corporation Berhad, EP Manufacturing Berhad
and several other private limited companies.

None of the Directors has:


• Any family relationship with any Director and/or major shareholder of PLUS Expressways Berhad
• Any conflict of interest with PLUS Expressways Berhad
• Any conviction for offences within the past 10 years other than traffic offences, if any

All of the Directors are Malaysians.

64 PLUS Expressways Berhad Annual Report 2008


Top Management

Noorizah Hj Abd Hamid (Centre)


Nik Airina Nik Jaffar (Left)
Annuar Marzuki Abdul Aziz (Right)

66 PLUS Expressways Berhad Annual Report 2008


Top Management continued

Nik Airina Nik Jaffar Annuar Marzuki Abdul Aziz


Chief Operating Officer Chief Financial Officer

Nik Airina, a Malaysian aged 46, is the Chief Operating Officer Annuar Marzuki Abdul Aziz, a Malaysian aged 38, is the Chief
of PLUS Expressways Berhad. Prior to her promotion as the Financial Officer of PLUS Expressways Berhad. He sits on the
Chief Operating Officer in June 2006, she was the Senior Board of Konsortium Lebuhraya Butterworth-Kulim (KLBK)
General Manager of the Company’s Planning and Development Sdn Bhd, Expressway Lingkaran Tengah Sdn Bhd and Linkedua
Division. She also sits on the Board of Konsortium Lebuhraya (Malaysia) Berhad, the wholly owned subsidiaries of PLUS
Butterworth-Kulim (KLBK) Sdn Bhd, Expressway Lingkaran Expressways Berhad. He is a Certified Practising Accountant
Tengah Sdn Bhd and Linkedua (Malaysia) Berhad, the wholly of CPA Australia and a Chartered Accountant of the Malaysian
owned subsidiaries of PLUS Expressways Berhad as well as Institute of Accountants. He graduated with a Bachelor in
TERAS Teknologi Sdn Bhd. Accountancy from the International Islamic University in
1993. In 2003, he graduated with a Masters of Business
Nik Airina has been in the highway industry for more than Administration (Finance) from the same university. He also
20 years. She obtained her Bachelor of Science degree in Civil holds a Diploma in Comparative Law from Institute of Islamic
Engineering from the University of Miami in 1985 and further Studies.
pursued her Masters Degree in Civil Engineering at the same
university. She served at the university’s Civil Engineering He started his career in the Audit & Business Advisory Services,
Department before starting her career at Beiswenger, Hoch Pricewaterhouse in 1993 before moving to the Audit
and Associates, an engineering consulting firm in Florida. Department of UMW Corporation Sdn Bhd, a conglomerate
involved in the automotive, engineering and oil and gas
She joined Pengurusan Lebuhraya Berhad (now known as industries. He joined Internal Audit Department of the then
OPUS International (M) Berhad) in 1989 where she was Renong Berhad (now part of the UEM Group) in March 1995.
mainly involved in managing the implementation of the In March 1996 he moved to the Corporate Finance Department
North-South Expressway (“NSE”) project. Upon the completion of what was then the Commerce International Merchant
of the NSE project, she moved to Pengurusan Lantas Berhad Bankers Berhad. Subsequently, in March 1999, he joined
and subsequently headed its Special Projects Division. She Corporate Finance Department, Renong Berhad.
joined Projek Lebuhraya Utara-Selatan Berhad in 2001 as the
General Manager of the Planning and Development Division. In July 2003, he was seconded to TIME Engineering Berhad as
the General Manager, Corporate Finance. In January 2004, he
Nik Airina is Malaysia’s representative for the World Road transferred to United Engineers (Malaysia) Berhad (now
Association’s (PIARC) Technical Committee on Road Network known as UEM Group) as the General Manager, in the office
Operations and is a Fellow of the Institute of Highway and of the Managing Director/Chief Executive Officer. He assumed
Transportation (IHT) UK. She serves as the Honorary Treasurer the position of Chief Financial Officer of PLUS Expressways
of Intelligent Transport System Malaysia and is on the Berhad in June 2006.
committee of IHT Malaysia.

67 PLUS Expressways Berhad Annual Report 2008


Company Secretaries
Company Secretaries continued

Tan Hwee Thian, is the Director, Legal and Secretarial of UEM Group Management Sdn Bhd
and the Joint Company Secretary of PLUS Expressways Berhad. He has been the Secretary of
the Company since its incorporation on 29 January 2002. He is also the joint Company
Secretary of UEM Group Berhad, UEM Land Holdings Berhad and other companies in the UEM
Group. He is a Fellow of the Association of Chartered Certified Accountants, United Kingdom,
a member of the Institute of Chartered Secretaries and Administrators, United Kingdom and a
Chartered member of the Malaysian Institute of Accountants (“MIA”).

Tan Hwee Thian

Heads of Overseas Subsidiaries

From left to right:


Azmee Nin
Muhammad Fadzil Abdul Hamid

68 PLUS Expressways Berhad Annual Report 2008


Company Secretaries continued

Mazyu Sherina is a Director of PT Lintas Marga Sedaya and PT Cimanggis Cibitung Tollways,
both PLUS Expressways Berhad’s subsidiaries in Indonesia and the Joint Company Secretary of
PLUS Expressways Berhad.

She is also the Joint Company Secretary for Projek Lebuhraya Utara-Selatan Berhad, Expressway
Lingkaran Tengah Sdn Bhd, Linkedua (Malaysia) Berhad and Konsortium Butterworth-Kulim
(KLBK) Sdn Bhd.

She was formerly the General Manager and head of the Legal and Secretarial Support
Mazyu Sherina Department of PLUS Expressways Berhad. Prior to joining PLUS Expressways Group, she was
attached to Messrs. Abu Talib Shahrom.
Mohamed Yusof

Heads of Overseas Subsidiaries continued

Azmee Nin Muhammad Fadzil Abdul Hamid


Operations Director, PLUS BKSP President Director, LMS

Azmee Nin, aged 46, is the Operations Director of PLUS BKSP Muhammad Fadzil Abdul Hamid, aged 50, is the President
Toll Limited (“PLUS BKSP”) in India. He graduated with Director of PT Lintas Marga Sedaya and PT Cimanggis Cibitung
Bachelor of Science in Building (Distinction) from Glasgow Tollways, PLUS Expressways Berhad’s subsidiaries in Indonesia.
College of Technology, Building and Printing (now known as He is also a nominee of PLUS Expressways on the Board of
Caledonnian University) in 1990. Director of PLUS BKSP, and was formerly the Senior General
Manager of the Business Development Department of PLUS
He started his career with Ingeback (M) Sdn Bhd, a contractor, Expressways Berhad.
involved in construction of high rise building and houses
around Kuala Lumpur. He joined Projek Lebuhraya Utara- Muhammad Fadzil graduated with Bachelor of Engineering
Selatan Berhad in September 1991 and had served in various degree in Civil Engineering from the University of New South
departments covering projects and operations until 2004. Wales, Sydney in 1982. In 2002, he obtained a Masters degree
in Business Administration (Finance) from University Putra
He was promoted as a General Manager overseeing Malaysia.
Expressway Lingkaran Tengah Sdn Bhd and Linkedua
(Malaysia) Berhad. In December 2007, he was promoted as From 1983 to 1996, Muhammad Fadzil worked as an Engineer
Operations Director of PLUS BKSP in India. at the Public Works Department following which he joined
Linkedua (Malaysia) Berhad as a Contract Manager. In July
2000, he was transferred to Expressway Lingkaran Tengah
Sdn Bhd as the General Manager of Operations and
Engineering. In September 2003, he was transferred to PLUS
Expressways as the Head of the Business Development
Department.

69 PLUS Expressways Berhad Annual Report 2008


Senior Management

Mohamad Rosli Ahmad


1
Managing Director’s Office/Business Development

Rene’e Aziz Ahmad


2
Routine Maintenance Monitoring
1
3 5 Zul Hisham Hamzah
3
Planning & Quality Improvement

Dr. Zainal Abidin Ahmad


4
Research & Technical Support
2 4
Azman Abdul Shukor
5
Works Procurement

70 PLUS Expressways Berhad Annual Report 2008


Senior Management continued

Zakaria Ahmad Zabidi


1
Special Projects

Hassan Sahalan
2
2
Staff Support Services

3 Khalilah Mohd Talha


3
Corporate Communications

1 4 Ir Mohd Zulastri Mohd Amin


4
Maintenance & Development

71 PLUS Expressways Berhad Annual Report 2008


Senior Management continued

How Seet Meng


1
Corporate Affairs

2 3 Azman Masbah
2
Electronic & Telecommunication Projects

Mohammad Fuad Khusairi


3
1 Operations
4
Othman Mohammad
4
Accounting

72 PLUS Expressways Berhad Annual Report 2008


Driving Expansion
Perspectives

74 Chairman’s Statement

82 Message from the Managing Director

73 PLUS Expressways Berhad Annual Report 2008


Chairman’s Statement

Dear Shareholders,
“I am pleased to present the 2008 Annual Report for PLUS Expressways
Berhad (“PLUS Expressways” or “the Group”). 2008 was a good year
for the Group. Despite a challenging operating environment aggravated
by the global financial meltdown and volatile energy prices, we made
strong strides forward on the operational and financial fronts to drive
business expansion and deliver sound results.“

74 PLUS Expressways Berhad Annual Report 2008


Chairman’s Statement continued

Network expansion came by way of assimilating three new expressways. The addition of these concessionaires to the
acquisitions, namely ELITE, LINKEDUA and KLBK, into our Group’s stable underscores our strategy of securing solid
stable of expressways. On the overseas front, we made assets to drive our network expansion and business growth.
encouraging progress in India and Indonesia while exploring
other opportunities elsewhere to expand our international On top of this, our third lane widening project which was
footprint. All in all, it was a year which saw us building upon fully completed during the year, has given the Group an
the growth momentum created in the preceding years to additional 284 lane-km or 7.8% resulting in a total asset base
expand our reach and position as a premier global expressway of 4,575 lane-km. I am pleased to report that these
group. developments have registered 25.7% lane-km growth in 2008
thereby surpassing the year’s Headline Key Performance
Indicator (“KPI”) target of 20% growth. The Group in essence
ROBUST NETWORK EXPANSION owns 62% of Malaysian toll roads in operation to date.
Network expansion through strategic acquisition has ranked
high on our list of priorities these last few years. In December
2007, the Group acquired ELITE and LINKEDUA, while on STRONG FINANCIAL PERFORMANCE
13 March 2008 we completed the acquisition of KLBK. KLBK Effective 1 January 2008, the financial results of ELITE and
holds a 32-year concession (ending in 2026) for the LINKEDUA were incorporated into the Group’s results, while
Butterworth-Kulim Expressway (“BKE”) which is a 17-kilometre KLBK’s results were incorporated effective 1 March 2008. With
dual two lane carriageway extending from Kulim in Kedah to our asset base broadened, the Group’s total toll collection for
Seberang Perai in Penang. As the BKE is linked to PLUS’s the financial year ended 31 December 2008 increased by
North-South Expressway, we expect to garner good 23% or RM416.5 million to RM2,237.0 million from RM1,820.5
operational synergies from this latest acquisition. million in the preceding year. The higher performance was
primarily attributable to a higher toll collection of RM92.3
The inclusion of ELITE’s North-South Expressway Central Link million for PLUS as well as contributions totalling RM324.2
(“NSECL”), LINKEDUA’s Malaysia-Singapore Second Crossing million from ELITE, LINKEDUA and KLBK collectively.
(“MSSC”) and the BKE, has also effectively added another
651 lane-km or 17.9% to our existing 3,640 lane-km of Enhancements to our expressway system and service
improvements did much to attract more users onto our
expressways. PLUS, ELITE and LINKEDUA, all experienced
year-on-year traffic volume growth with the exception of
KLBK that registered a marginal reduction in traffic volume.
As a result of overall higher traffic volume and toll collection,
the Group chalked up a healthy 30.1% or RM686.0 million
increase in revenue, turning in RM2,968.0 million against
RM2,282.0 million the year before.

We registered profit before tax (“PBT”) of RM1,515.7 million in


2008, an increase of RM207.7 million or 15.9% over 2007’s
PBT of RM1,308.0 million. The better performance was mainly
due to RM62.8 million in profit contributions from the three
new subsidiaries. In addition, higher traffic volume from PLUS
also contributed to the improvement in PBT. However, Group
profit after tax (“PAT”) declined by 13.4% or RM167.6 million
to RM1,080.0 million against RM1,247.6 million in 2007. This
was the consequence of the higher provision for deferred
The recently completed Ipoh Selatan-Jelapang stretch taxation in the year 2008.

75 PLUS Expressways Berhad Annual Report 2008


Chairman’s Statement continued

The Group generated cash from operating activities of


RM1,813.6 million, some 26.9% higher than 2007’s figure, Dividend Per Share
(Sen)
with a cash balance of RM2,234.4 million as at 31 December
2008 after dividend payments of RM725 million.

16.0
Under our agreement with the Malaysian Government, the

14.0
rate of toll is to increase by 10% every three years for both
PLUS and ELITE and by an average of 27% and 23% every
five years for LINKEDUA and KLBK respectively. The last time
an increase took place for PLUS was in 2005. While we were
expecting a toll increase on 1 January 2008, in light of the
slowing economy, the Government decided to defer this till
the end of 2009 and will compensate PLUS in accordance
with the Concession Agreement. Meanwhile, ELITE, LINKEDUA
and KLBK, all obtained their toll increases in 2008.

The Group was spared the vagaries of the marketplace in 2007 2008
2008. As a result, we outperformed the Kuala Lumpur
Composite Index (“KLCI”) by 30%. The year saw our share
price reaching a high of RM3.28 and a low of RM2.53 before
Following the higher payout, the Board has reviewed the
closing at RM2.98 on 31 December 2008.
existing dividend payout policy (40% to 60% of Group net
profit) and approved a revised payout policy of a minimum
70% of Group net profit. This is subject to the availability of
ENHANCED SHAREHOLDER VALUE
cash flows after taking into consideration the Group’s debt
The Board of Directors is pleased to recommend a single tier
servicing and financing commitments as well as any future
final dividend of 9.5 sen per ordinary share of RM0.25 each,
expansion plans. Going forward, despite the dismal economic
subject to shareholders’ approval at the forthcoming Annual
outlook, the Board remains committed to delivering returns
General Meeting. Together with the interim dividend of 6.5
to shareholders with a minimum targeted dividend payout of
sen per share paid on 23 September 2008, the total dividend
16 sen per share for financial year 2009.
payout for financial year 2008 will be 16 sen per share
amounting to RM800 million.
With 64% of PLUS Expressways’ equity directly and indirectly
held by Khazanah Nasional Berhad, the Malaysian
This marks the third consecutive year in which the Group has
Government’s investment arm, these profits flow back to the
achieved its KPI commitment to ensure a minimum dividend
people of Malaysia through the Government. Our remaining
growth of 12% for the financial year. The 16 sen per share
shares, some 20%, are held by government-related institutional
payment represents a 14.3% growth from the 14 sen per
shareholders such as Kumpulan Wang Simpanan Pekerja
share payout in financial year 2007 and a dividend payout of
(“KWSP” or “the EPF”), Permodalan Nasional Berhad (“PNB”),
74% of Group net profit. This translates to an attractive
Kumpulan Wang Amanah Pencen (“KWAP”), Lembaga Tabung
dividend yield of approximately 5.5%.
Angkatan Tentera (“LTAT”), Lembaga Tabung Haji (“LTH”) and
Pertubuhan Keselamatan Sosial Malaysia (“PERKESO” or
“SOCSO”), and the benefits they receive also flow back to the
millions of their members.

76 PLUS Expressways Berhad Annual Report 2008


Chairman’s Statement continued

Shareholding Breakdown Approximately 10% of the Group’s equity is held via foreign
shareholding. The year 2008 saw us recording our highest
ever level of foreign shareholding at 10.7% against an average
of 8% in 2007. This reflects the confidence that foreign
6%
Others investors have in the Group.
10%
Foreign

9%
Other
Government-Related IMPROVEMENTS TO OPERATIONAL EFFICIENCY
Institutions
In 2008, the Group went all out to enhance operational
11% efficiency throughout the length and breadth of the
40%
EPF UEM organisation. The completion of our new headquarters at
24% Subang has effectively brought together the Group’s different
Khazanah
operations under one roof, thus enabling the integration of
resources. Enhanced capital management efforts, the
e-bidding procurement system which promotes better
transparency and cost management, innovative Six Sigma
initiatives, and a more structured and proactive maintenance

77 PLUS Expressways Berhad Annual Report 2008


Chairman’s Statement continued

regime, are beginning to produce tangible cost savings. In Indonesia, land acquisition relating to the 116-kilometre
As we continue to bring technological innovation and higher Cikampek-Palimanan Toll Road project is progressing well
standards of excellence into play to enhance our operations, and we are confident of achieving the key milestones within
facilities and services, we are ensuring customer convenience the targeted timeline. Currently, while we are in the midst of
and safety are being taken care of. acquiring land, we are focusing our efforts on re-ascertaining
the costs of the project and raising the additional funding
Our efforts over 2008 would not have been possible without required. The bankers and regulatory authorities are working
our team of around 4,000 dedicated employees. As a forward- with us to get the project moving and we hope to see some
looking organisation, we are committed to optimising the good progress this year.
skills-set of our employees and to ensuring they have an
attractive career path to follow. To this end, we are We have also been awarded the 25.4 km Cimanggis-Cibitung
implementing structured training and development Toll Road project in West Java. Negotiations are currently
programmes as well as providing our employees a conducive underway between the consortium, PT Cimanggis Cibitung
working environment, competitive compensation packages Tollways (“CCTW”), which we have an equity stake in, and the
and long-term career development opportunities. regulatory authorities to finalise the concession agreement.
When this project takes off, it will increase our asset base,
enhance shareholder value and strengthen our market
CONTINUED FOCUS ABROAD position in Indonesia.
2008 was the year in which we made good progress on the
overseas front, particularly in India and Indonesia. In India, India and Indonesia provide growth opportunities for us.
where we initially had some delays due to challenges in While the global economy is undoubtedly slowing down, the
securing certain sections of land, I am happy to report that governments of these two countries are determined to
the work on the Bhiwandi-Kalyan-Shil Phata Highway (“BKSP improve their highway infrastructure as quickly as possible to
Highway”) is substantially completed and we are targeting to stimulate their economies.
have the project fully operational in the second quarter of
2009. The BKSP Highway is expected to start contributing
towards the Group’s revenue this year. The completion of a EFFECTIVE CORPORATE GOVERNANCE MEASURES
new highway in India bodes well for the Group as we set our The Board is committed to upholding the tenets of integrity,
sights on other opportunities in that nation. transparency and accountability in all our business activities.
Stringent internal and external controls are in place to ensure
we employ good corporate governance practices. In the
Corporate Governance Survey Report 2008 jointly conducted
by the Minority Shareholder Watchdog Group and the
University of Nottingham Malaysia Campus in November
2008, the Group was ranked 14th among 960 public listed
companies for overall excellence in corporate governance.

As a service-oriented organisation, it is imperative that our


employees conduct themselves in a professional manner in
all our dealings with our stakeholders. Our Code of Conduct
governs the professional conduct of employees and outlines
their responsibilities to the Group. The Code of Conduct also
touches upon issues of confidentiality and conflicts of interest
as well as sexual harassment.

The Bhiwandi-Kalyan-Shil Phata Highway will be fully operational in the second


quarter 2009

78 PLUS Expressways Berhad Annual Report 2008


Chairman’s Statement continued

On 26 February 2009, the Group introduced the Whistle


Blower Policy that provides a platform for employees to
report instances of unethical behaviour, actual or suspected
fraud or dishonesty, or a violation of the Group’s Code of
Conduct or ethics policy. The Policy also includes protection
for the whistleblowers from any reprisals.

As a transparent organisation, we are committed to


undertaking stakeholder engagement activities. This sees us
interacting regularly and proactively sharing information with
analysts, fund managers, government regulators and the
media, among other groups. We conducted a total of 124
meetings with local and overseas-based investment analysts
and institutional investors in the Asia Pacific region, the
Eurozone and the United States.

IMPACTFUL CORPORATE RESPONSIBILITY


INITIATIVES
As a responsible corporate citizen that has been playing an
active and integral part in nation building, PLUS Expressways
remains committed to creating value and ensuring sustainable
growth for our businesses, employees, customers,
shareholders, partners and the communities and environment
that we operate in.

The year 2008 saw us implementing various corporate


responsibility (“CR”) measures to elevate the well-being of
our various stakeholders. We continued to focus on CR
programmes that emphasised customer safety and comfort
along our expressways as well as those that engaged with
and impacted tangibly upon the communities in the vicinity
of our expressways. We also continued to roll out educational
programmes that inculcated good driving and motoring
habits among the younger generation. More details of 2008’s
CR efforts in the areas of the Workplace, Community,
Marketplace and Environment can be found in 2009’s stand-
alone CR Report.
Our community outreach programmes include contributions to orphanages, blood
donation campaigns by our staff and community services

79 PLUS Expressways Berhad Annual Report 2008


Chairman’s Statement continued

GOING FORWARD As we move forward to implement our existing business


2009 will indeed be a challenging year for PLUS Expressways strategies, we have set our sights on the following Headline
Group given the recession in the global economy. Where the KPI targets for the 2009 to 2010 period. In developing these
Government initially projected GDP growth of 3.5% for Headline KPIs, we have taken into consideration the current
Malaysia in 2009, this has been revised downwards and is business environment and future expansion plans with the
expected to be in the region of between -1.0% and 1.0% at ultimate aim of enhancing shareholder value:
the time of writing. Going forward, the Board expects that • 30% growth in terms of lane-kilometre length of
traffic volume will grow at a slower pace in 2009 despite the expressways by the end of 2009 (base: 3,640 lane-km);
growth of 3.1% registered in the first quarter of 2009.
• Minimum revenue growth of 5% for 2009 and 2010; and
We are confident that our strong financial position will help • Minimum dividend payout of 16 sen per share for 2009.
see us through these challenging economic times. However,
we will not be resting on our laurels but will continue our Locally, the Group will continue to expand its existing
ongoing efforts to enhance operational efficiency and realise expressways network and pursue potential value-accretive
cost savings wherever possible. acquisitions. In the international arena, particularly in relation
to our three highway projects in India and Indonesia, we are
fully committed to implementing these projects while
continuing to explore other strategic value-creating
investments.

80 PLUS Expressways Berhad Annual Report 2008


Chairman’s Statement continued

While toll operations will always remain the main part of our Mr Geh Cheng Hooi, who will be retiring from the Board and
business, we are also open to developing other toll road- are not seeking re-election at the forthcoming Annual General
related business opportunities. For instance, we are looking Meeting. I thank these gentlemen for their invaluable
to capitalise on our more than 20 years of toll management contributions and counsel given to the Group.
experience and expertise by selling our know-how for a fee-
based income. Rest assured that whatever new areas we I am pleased to welcome two new members to the Board,
choose to focus on, we will continue to keep a keen eye on namely Datuk Seri Panglima Mohd Annuar Zaini, who
our core toll expressways business. Moving forward into previously sat on the Boards of PROPEL, ELITE and LINKEDUA,
2009, the Board is confident that the Group will be able to and Dato’ Seri Ismail Shahudin, who has vast experience in
weather the challenges ahead. the banking sector.

I would like to pay special tribute to the Management team


ACKNOWLEDGEMENTS led by the Managing Director, Pn Noorizah Hj Abd Hamid,
On behalf of the Board of Directors of PLUS Expressways, who has shown a very high level of professionalism in leading
I wish to convey my sincere thanks to all stakeholders who her team towards realising our vision of becoming a premier
played a part in helping the Group achieve yet another global expressways player.
successful year. To our customers, a big thank you for your
continued loyalty and support. To our business partners, To the Group’s loyal employees, I would like to express my
suppliers and financiers, please accept my utmost appreciation utmost appreciation for your worthy efforts, dedication and
for your support of the Group. unrelenting commitment to excellence. We could not have
got where we are today without each and every one of you.
To the Ministry of Works, the Malaysian Highway Authority, On our part, rest assured that the Group will endeavour to be
the Ministry of Finance, the Ministry of Transport, the an employer-of-choice, one that you will always be proud to
Economic Planning Unit, the Royal Malaysian Police and be a part of.
other ministries and agencies who have worked with us
directly or indirectly, thank you once again for your invaluable Last but not least, to our valued shareholders, I am truly
support and cooperation. appreciative of your support and confidence in us over the
years. We always welcome your ideas and suggestions to
To my esteemed colleagues on the Board, I would like to help us move the Group forward. As we continue on our
extend my gratitude for your wise counsel, astute financial journey to success, rest assured that the Board will continue
insights and broad strategic thinking. The vision and clarity to adhere to the highest standards of corporate governance
of this very mature and experienced team has been and ethical business practices to deliver value to you.
instrumental to the Group’s success.

I would like to convey my sincere thanks to En Abdul Farid


Alias, the nominee from Khazanah who served as a Non-
Independent Non-Executive Director until 31 December 2008.
I also take this opportunity to express my utmost appreciation TAN SRI DATO’ MOHD SHERIFF MOHD KASSIM
to Dato’ Ahmad Pardas Senin, YM Professor DiRaja Ungku Chairman
Abdul Aziz Ungku Abdul Hamid, Tan Sri Razali Ismail and

81 PLUS Expressways Berhad Annual Report 2008


Message
from the
Managing
Director

Dear Shareholders,
I am glad to report that PLUS Expressways Berhad (“PLUS Expressways”
or “the Group”) successfully weathered the challenges of 2008 and
turned in strong consolidated results on all fronts.

82 PLUS Expressways Berhad Annual Report 2008


Message from the Managing Director continued

We continued to introduce new initiatives as we tapped into our five-point focus


areas in the Group’s value creation strategy to drive business growth and profitability
as well as expand our reach. Our efforts in enhancing operational efficiency and
implementing cost savings initiatives throughout the Group also did much to
bolster 2008’s performance. We have our dedicated staff and my colleagues on the
management team to thank for the good results and for putting in place the
elements that will tide us through the challenging period before us.

GROUP’S VALUE CREATION STRATEGY

PLUS Expressways’ driving formula for success is based on UEM Group’s value
creation strategy which focuses on Productivity of Resources, Expansion and
Growth, People and Organisational Development, Systems and Processes
Improvement, and Image and Perception Management. The Group’s value creation
strategy calls for our people to effectively leverage on the Group’s diversity and
shared values – teamwork, integrity, passion for success and sincerity of intent.

PRODUCTIVITY OF RESOURCES
The Group endeavours to undertake value-creating capital management initiatives
and effective cost control measures.

Better Capital Management


As a Group, we focus on undertaking better capital management through various
efforts including refinancing of our borrowings. This approach enables us to stretch
our debt repayments and utilise available cash for business expansion and dividend
payments. Our efforts during the year included the following:

• On 29 May 2008, PLUS issued RM700 million nominal value (RM308 million
present value on the issue date) zero coupon Sukuk Series 3 pursuant to the
RM4,500 million nominal value of Sukuk Series 3 Medium Term Notes Programme
to partially redeem the Senior Sukuk due in May 2008. The repayment of Sukuk
Series 3 is stretched to 2022.

• On 27 June 2008, PLUS Expressways via a special purpose vehicle company,


established a RM4,000 million nominal value PLUS SPV Sukuk Medium Term
Notes Programme to refinance bridging loans and for general investment
purposes. Pursuant to this programme, RM1,055 million nominal value PLUS SPV
Sukuk was issued on even date, providing total proceeds of RM762 million.

Our success in obtaining financing at competitive cost is an apt reflection of the


Group’s financial standing and credibility, especially in the midst of a difficult market
environment.

83 PLUS Expressways Berhad Annual Report 2008


Message from the Managing Director continued

Slopes are inspected periodically to


assess their condition for preventive
and curative maintenance works Structured Maintenance Regime
For long term preservation of assets and to achieve optimum maintenance
expenditure, we continue to implement a structured maintenance regime that
emphasises preventive maintenance. The regime includes extensive periodical
condition assessment of our major assets to facilitate early intervention. In 2008, our
maintenance activities focused on pavement structural overlays, enhancement of
the slope monitoring system as well as structural strengthening of bridges and
culverts.

Extensive periodical inspections and corresponding preventive maintenance allow


for a more proactive and long-term approach to maintenance works and asset
preservation, resulting in optimum resource allocation.

Six Sigma Initiatives


The Six Sigma Programme launched in 2007 continues to be one of the key
continual improvement platforms that the Group has adopted to achieve our
collective strategic goals. Besides enhancing our operational and financial efficiency
in the way of productivity as well as system and process improvements, it also
contributes to our human capital development. Twenty-two Six Sigma projects are
currently ongoing, covering the core areas of expressway operations and
maintenance. The financial benefit realised to date is almost RM10 million and we
expect more benefits in the next few years as the projects get implemented.

84 PLUS Expressways Berhad Annual Report 2008


Message from the Managing Director continued

EXPANSION AND GROWTH


PLUS Expressways continues to expand and grow its expressways network and
businesses in several areas.

Lane Widening and Upgrading Works


Our lane widening and upgrading efforts are aimed at expanding our existing
network and improving the level of service to our customers, focusing on high-
impact projects that maximise utilisation of available land reserves.

In 2008, we completed the third lane widening of the Seremban-Ayer Keroh and
Rawang-Slim River sections of the NSE, which added 284 lane-km to our existing
network. The Sungai Petani South, Kota Damansara and Juru toll plazas were also
upgraded during the year, with toll lane extension and electronic toll collection
(“ETC”) lane channelisation implemented for better throughput. The project to
facilitate non-stop travel along the Ipoh Selatan-Jelapang stretch of the NSE was
implemented to separate local and mainline traffic for more efficient traffic
distribution and to also increase mainline capacity. The Putra Heights Toll Plaza opened on
19 February 2009

Linkages and Interchanges


In our efforts to generate more traffic into our network, we are constantly looking
at opportunities for potential new linkages and interchanges. In 2008, the Bandar
Saujana Putra Interchange was opened along the North-South Expressway Central
Link (“NSECL”), while the Putra Heights Interchange was opened in February 2009.
Another interchange currently under construction is located along the Putrajaya
Link of the NSECL which will feed in traffic from the surrounding developments.

New interchanges under construction along LINKEDUA’s Malaysia-Singapore Second


Crossing (“MSSC”) will connect to the Senai-Pasir Gudang-Desaru Expressway, the
Johor State New Administrative Centre and Bandar Nusajaya Medical Park. When
completed, these interchanges will facilitate more traffic into the MSSC.

Our existing Pandan Interchange in Johor Bahru will be upgraded to connect to the
new Customs, Immigration and Quarantine Complex (“CIQ”) at Bangunan Sultan
Iskandar via the Eastern Dispersal Link. This will provide a direct connection between
the NSE and our operations at the new CIQ Complex.

Other Expansion Opportunities


During the year, we completed the acquisition of KLBK which added 68 lane-
kilometres of expressway to our network. Going forward, the Group will continue to The Malaysia-Singapore Second Crossing
focus on achieving lane-kilometre growth and exploring toll road and toll-related
services opportunities. In meeting the KPI target of 30% growth (in terms of lane-
kilometre length) by the end of 2009, we achieved 25.7% growth in 2008 and are
committed to attaining another 156 lane-kilometres. We are also exploring possible
acquisitions or looking at taking over the operation and maintenance of other
highways to realise this target.

85 PLUS Expressways Berhad Annual Report 2008


Message from the Managing Director continued

While we adopt an ongoing proactive approach in this area, we will only consider
transactions that add value to the Group’s current portfolio.

Strategic Overseas Expansion


On the overseas front, we continue to focus our efforts in implementing existing
projects in India and Indonesia. We are placing a strong emphasis on these projects
as they serve as a launching pad for further ventures in the region.

In India, the BKSP Highway is expected to start contributing towards the Group’s
revenue as we target to commence the toll collection in the second half of this year.
Following delay in the handover of lands by the Maharashtra State Road Development
Corporation (“MSRDC”) which led to a delay in the completion of the project, we
have been granted an extension to the concession period.

The land acquisition for the 116-kilometre Cikampek-Palimanan Toll Road project in
Indonesia has progressed well. Following the increase in cost of construction
materials, the Government of Indonesia has approved the revised project cost and
the initial toll tariff. Accordingly, we are negotiating with the lenders for additional
funding facilities for this project.

We are also currently engaged in negotiations with the Government of Indonesia to


finalise the concession agreement for our second project, the 25.4 km Cimanggis-
Cibitung Toll Road, which is expected to be concluded this year.

Continuing with our efforts to expand abroad, we have individually and in joint
venture with local partners, participated in the submission of tenders for highway
projects in India. The year saw us entering into partnerships with local players to
jointly participate in the tenders. We have been pre-qualified for several projects by
the National Highway Authority of India.

We are also actively seeking investment opportunities in completed toll roads and
providing expressway operations and maintenance services.

PEOPLE AND ORGANISATIONAL DEVELOPMENT


Our human capital is one of our most valued assets and the Group is committed to
nurturing and retaining a highly-talented workforce through career development
opportunities and providing competitive remuneration and attractive benefits.

Human Resources Initiatives


In 2008, our Human Resources Department established new functional units to drive
people and organisational development initiatives forward. The initiatives include
development of our employee value proposition which emphasises performance,
leadership qualities and participation in Group activities and initiatives. Top talent

86 PLUS Expressways Berhad Annual Report 2008


Message from the Managing Director continued

retention remains one of our priorities. We continue to employ and build a


competent workforce through a structured recruitment drive as well as strategic
training and development programmes.

Training and Development


The Group is committed to enhancing the skills of our employees through ongoing
training programmes and development initiatives. Our frontline and operational
employees attend external training courses as well as motivational reinforcement
sessions at PLUS Training Centre, while our employees at executive and management
levels undergo management and leadership development programmes at UEM
Leadership Centre and UEM Academy.

This year, the Group will also be embarking on a  Personnel Exchange Programme
with Central Nippon Expressway Company Limited which operates the expressways
network in Central Japan. The collaboration, formalised  in February 2009, will
involve the exchange of technology and expertise in the areas of project and
operations management as well as research and innovation.

Caring Employer
As a caring employer, the Group is committed to creating a conducive and safe
work environment to enhance operational efficiency and productivity. To this end,
we have introduced a host of facilities at the Group’s new headquarters in Subang
including training facilities, a sports complex, a gymnasium as well as a child
development centre. Most of the facilities in the office complex are disabled-
friendly.

SYSTEMS AND PROCESSES IMPROVEMENT


Technological innovation plays a major role in ensuring that the systems and
processes that we employ in our day-to-day expressway operations are rolled out in
an effective and efficient manner. The year saw several new developments on this
front aimed at increasing operational and cost efficiencies.

Procurement Improvement Initiatives


The Group has implemented several procurement improvement initiatives with the
objective of increasing efficiencies and transparencies in our procurement activities.
The implementation of the e-bidding procurement system for major procurements
has brought about tangible cost savings of over RM5.5 million to date and provided
our employees with wider exposure in procurement best practices. Moving forward Continuous training and education for a
we will expand further into other procurement applications such as e-tender and progressive workforce
e-registration.

87 PLUS Expressways Berhad Annual Report 2008


Message from the Managing Director continued

Leading-edge Traffic Monitoring Centre


The newly opened Traffic Monitoring Centre (“TMC”) consolidates all our previously
disparate regional communication centres under one roof. Equipped with advanced
Intelligent Transport System technology, the TMC facilitates better communications
and information dissemination thereby improving efficiency and service levels.

Research and Development


In 2008, we established a dedicated Research & Technical Support Division (“RTSD”)
to focus on technical research and innovation. The RTSD has been tasked with
undertaking and coordinating research in new products and methods to improve
operational and maintenance quality and efficiency through collaboration with
relevant institutions and agencies.

IMAGE AND PERCEPTION MANAGEMENT


The Group embarked on several brand and goodwill building initiatives to establish
a stronger market presence and to reinforce our reputation as a leading expressways
group.

Traffic is monitored round-the-clock at the


Traffic Monitoring Centre New Visual Identity
As the year 2008 marked the Group’s 20th anniversary, it was an opportune time to
establish a fresh new brand identity. We launched a new visual identity to position
PLUS Expressways as a highly efficient, dynamic and premier global expressways
group. Our new visual identity will go a long way in helping us to portray our now
enlarged Group as a unified entity with a wealth of knowledge, skills and
experience.

Customer Incentive Programmes


In line with the Group’s move to become a more customer-centric organisation and
in response to the Government’s call to give added value to highway users, we have
launched a loyalty programme and several other incentives. The PLUSMiles Loyalty
Programme was introduced to reward frequent and high usage ETC users. The PLUS
Travel Incentive offers discounts to Class 1 vehicles during daily off-peak hours and
additional discounts during off-peak hours on selected days of festive periods.

88 PLUS Expressways Berhad Annual Report 2008


Message from the Managing Director continued

Our community outreach programmes encourage the spirit of volunteerism amongst staff

Impacting Communities
We continue to achieve visibility as a respected and socially-responsible member
of the community by undertaking corporate social responsibility initiatives that
impact in a tangible manner on the communities around us. 2008 saw us
continuing to roll out community and educational activities focusing on road
safety. From the “Respect Your Limits” road safety campaign aimed at drivers
and operators of heavy vehicles to publishing guidebooks on safe driving, our
aim is to emphasise road safety awareness among different target groups
including school children.

Our Speedway PLUS Circuit promotes motorsport activities in a safe environment,


making the sport more accessible to the masses as well as helping develop a
whole generation of disciplined and skilled drivers. In addition, we have been
supportive of the country’s motorsports development through our sponsorships
of the A1 GP, A1 Team Malaysia and Rotax Max Challenge.

We also engage with local communities through ‘gotong-royong’ activities and


dialogues on health and safety issues.

In support of the Government’s national objective in developing small scale


Bumiputra contractors, we have launched the Mentor-Mentee Programme in
November 2008. To date, 105 Class F contractors have registered in this
programme.

89 PLUS Expressways Berhad Annual Report 2008


Message from the Managing Director continued

GROWTH STRATEGIES
As we move into a more challenging business environment, we will continue to put
in place the strategies that will provide us a strong foundation for growth. Our key
growth strategies are:

Secure New Toll Road Concessions


This strategy calls for the Group to acquire existing toll road companies or secure
new greenfield projects locally and internationally. Whilst we remain focused on
India and Indonesia given the large growth potential in their infrastructure sectors,
we will also explore opportunities that will expand our geographical scope in the
region.

Expansion of existing network


The expansion of our existing network, including lane widening, new linkages and
bypasses along the current corridor, will contribute positively to long-term traffic
growth.

Value-accretive investments or new business


Besides our toll expressway businesses, the Group has plans to venture into other
toll and non-toll related businesses. These include expanding the provision of
operation and maintenance as well as traffic management services to other
expressway companies.

Enhance operational and financial efficiencies


We will intensify our efforts to improve operational and financial efficiencies through
embarking on cost savings initiatives, undertaking effective capital management
and enhancing service levels.

As we pursue our growth strategies to ensure the success of our businesses, the
Group will remain flexible and open to exploring new directions should the need
arise. Going forward, the Management team is committed to delivering a respectable
performance in 2009.

Noorizah Hj Abd Hamid


Managing Director

90 PLUS Expressways Berhad Annual Report 2008


Message from the Managing Director continued

Reaching
Towards Excellence

Business Review

Review of Operations 92

91 PLUS Expressways Berhad Annual Report 2008


Review of Operations
Review of Operations continued

The North-South
Expressway

The North-South
Expressway Central
Link

The Malaysia-Singapore
Second Crossing
The Butterworth-Kulim
Expressway

92 PLUS Expressways Berhad Annual Report 2008


Review of Operations continued

TRAFFIC GROWTH
Overall Traffic Growth
In 2008, more vehicles travelled on our expressways resulting in overall higher traffic
volume and toll collection. Continuous improvements to our expressway system and
service levels have helped strengthen our position as the expressway of choice,
hence attracting additional traffic into our network. PLUS, ELITE and LINKEDUA all
experienced year-on-year traffic volume growth with the exception of KLBK.

Generally the Group recorded higher traffic growth in the first half of 2008 with the
highest recorded in May due to public holidays which coincided with weekends and
school holidays. However, in the second half of 2008, traffic growth declined when
fuel prices in Malaysia surged by 41% in June on the back of the unprecedented rise
in global crude oil prices. The declining trend in traffic growth eventually stabilised
as a result of several downward revisions to fuel prices over the subsequent months.
The recovery was further strengthened by the impact of long school holidays and
festive breaks in the last quarter of the year.

Despite the above, PLUS recorded a 5.2% year-on-year traffic volume growth, while
our three new subsidiaries, ELITE, LINKEDUA and KLBK, turned in traffic volume
growth of 4.0%, 19.6% and -1.9% respectively.

Monthly Traffic Volume Growth 2008 (%)


35
30
25
20
15
10
5
0
-5
-10
Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec

PLUS ELITE LINKEDUA KLBK

PLUS ELITE LINKEDUA KLBK

2008 2007 2008 2008 2008

Traffic 5.2% 7.7% 4.0% 19.6% -1.9%


Growth

93 PLUS Expressways Berhad Annual Report 2008


Review of Operations continued

Breakdown by Concessionaire
PLUS
The traffic volume growth of 5.2% in 2008 is commendable given the sharp fuel
price increase in June as well as the difficult economic conditions in the second-half
of the year.

Key factors contributing to the growth include the full completion of the third lane
widening works from Rawang to Slim River and Seremban to Ayer Keroh where the
traffic for these high-volume stretches recorded a strong growth of 7%. Ongoing
developments of new townships such as Setia Alam and Kota Damansara also
contributed to some localised traffic growth in 2008. The Pendang Interchange and
the improved linkage to the NSE at Jitra in Kedah continued to draw additional
traffic into the network.

We anticipate that the new CIQ complex at Bangunan Sultan Iskandar, Johor Bahru
which was opened to light vehicles and buses in December 2008, will improve the
level of service due to an additional 27 lanes and full implementation of the ETC
system which will provide a smoother passage from Singapore into Malaysia.

ELITE
Traffic volume during the year recorded a healthy growth of 4.0% despite a toll rate
increase of 10% effective 1 January 2008. Strong growth was recorded at Shah
Alam, contributed by the developments along the Sg. Buloh-Shah Alam corridor.
The Putrajaya Interchange also achieved encouraging growth, benefiting from a
newly opened highway linkage constructed by third party.

The opening of new interchanges such as Bandar Saujana Putra in March 2008 and
Putra Heights in February 2009 is expected to be catalysts for traffic growth in the
long term given the on-going development at these new townships.

LINKEDUA
Notwithstanding an average toll rate increase of 27% effective 1 January 2008,
traffic volume during the year increased by 19.60%. Strong growth was recorded at
Perling Toll Plaza, contributed by the rapid development at Bandar Nusajaya as well
as the completion of the upgrading works for the linkage from Johor Bahru.
Increased cross-border travel at the Tanjung Kupang CIQ also contributed to the
traffic growth.

KLBK
Traffic volume dropped by 1.9% due to the 23% toll rate increase effective 1 January
2008. The sharp increase in fuel price in June as well as the difficult economic
conditions in the second-half of the year also contributed to the drop in traffic.

94 PLUS Expressways Berhad Annual Report 2008


Review of Operations continued

UPGRADING PROJECTS
The Group continues to upgrade its infrastructure and facilities to enhance service
levels and make our expressways the preferred mode of travel. In 2008, the Group
invested approximately RM49 million in upgrading our Rest and Service Areas
(“RSAs”), laybys, toll plazas and other facilities.

RSA and Layby Upgrades


With creative development concepts, our RSAs and laybys are popular destinations
on their own and continue to be convenient stopovers for travellers. During the
year, we upgraded the Sungai Perak RSA (southbound), Dengkil RSA (northbound)
and several laybys.

Located adjacent to the historical Sungai Perak, the Sungai Perak RSA (southbound)
features a unique “riverside” concept with innovative designs and additional
facilities, set to attract users. A state agency proposal to build a jetty for scenic boat-
rides will help to enhance the RSA’s popularity as a tourist destination.

The upgraded Dengkil RSA (northbound), the nearest stop from the Kuala Lumpur
International Airport (“KLIA”), was officially launched by the Minister of Works in
February 2009. Themed “Gateway to Cultural Diversity”, the new look RSA features
modern architecture and a variety of outlets.

Other works include upgrading of laybys at Rawang (southbound), Ladang Bikam


(northbound), Sungai Bakap (northbound) and Behrang (north and southbound),
where more restrooms, parking bays and mobile stalls were added to cater to
increased level of patronage.

Toll Plaza and Toll Lane Extensions


The Group continued carrying out level of service assessments of our toll plazas to
identify upgrading requirements for smoother traffic flow. For 2008, Kota Damansara,
Sg. Petani Selatan and Juru toll plazas were selected in view of their location within
urban areas and high volume of traffic.

At Kota Damansara, one mixed mode lane was extended to cater for both manual
and ETC transactions. As a result, service levels and traffic flow at the toll plaza have
improved. At Sg. Petani Selatan, we undertook pavement widening and associated
works. The widening of the exit lane and relocation of the motorcycle track has
facilitated traffic flow during peak periods. At Juru, the creation of semi-permanent
staggered lanes catering to both cash and ETC transactions has improved service
levels.

95 PLUS Expressways Berhad Annual Report 2008


Review of Operations continued

The Variable Message Sign


(“VMS”) provides real-time
traffic information

The Sungai Perak RSA (southbound) has


unique and innovative design features

Bridge inspection using


Automatic Bridge Control
equipment

96 PLUS Expressways Berhad Annual Report 2008


Review of Operations continued

M&E and Telecommunication Projects


To enhance operational efficiency, several mechanical and engineering (“M&E”) and
telecommunication projects were implemented. In November 2008, we completed
all works on the new Traffic Monitoring Centre (“TMC”) in our headquarters in
Subang. The TMC, which is equipped with advanced ITS components such as
Automatic Vehicle Detection System (“AVDS”), Variable Message Sign (“VMS”), and
Closed-Circuit Television (“CCTV”), collates, processes as well as disseminates
information, and is the nerve centre of our operations.

The AVDS, together with the VMS, was installed along strategic stretches to
automatically detect traffic volume and collect traffic data by way of traffic count,
volume, speed and lane occupancy, as well as provide expressway users with real-
time travel information.

Apart from the above, we have also collaborated with the Government to implement
projects which will enhance the level of service to our users. These included new
street lighting along the Nilai-Seremban stretch of the NSE to help enhance visibility
and the safety of road users as well as installation of new toll equipment at the new
CIQ Complex in Bangunan Sultan Iskandar.

Ancillary Facilities
We continue to implement various initiatives to increase the non-toll revenue of our
ancillary facilities. This business segment generated revenue of RM18.48 million, a
33% increase in revenue over the preceding year’s RM17.72 million due to the
inclusion of sub-license fees from ELITE and LINKEDUA stalls as well as several
initiatives aimed at increasing commercial activities at the RSAs. These initiatives
included extending the operating times of mobile vendors from a weekend only
basis to a daily basis, encouraging short-term commercial promotional activities,
securing new tenants for vacant premises, and introducing kiosks as a permanent
retailing feature.

We are currently exploring the possibility of implementing a point of sales (“POS”)


system to streamline and systemise retail operations at the RSA. Apart from
enhancing service levels, the POS system will allow for more effective monitoring
and control of vendor pricing.

MAINTENANCE OF ASSETS
Structured Maintenance Regime
For optimum asset preservation, the Group undertakes asset management activities
that are centred on a structured maintenance regime. This approach focuses on
preventive maintenance to capture defects for early intervention. The structured
regime involves the integration of activities such as network planning, network asset
condition assessment, investigation of defects, detailed inspections and investigations
by specialists, design and procurement, works implementation, information
management as well as technical development and research.

97 PLUS Expressways Berhad Annual Report 2008


Review of Operations continued

Pavement Maintenance Works


In 2008, we implemented pavement structural overlay works for a total length of
220 lane-km. These works increased the structural capacity or strength of the
existing pavements and restored their structural condition. The Group also carried
out general maintenance works on pavements to a further 182 lane-km to improve
their functional condition.

Slope Monitoring Activities


To ensure the safety and stability of slopes along the expressways, we undertook
more than 6,000 periodical inspections in 2008. The results of these inspections
were used to establish an appropriate maintenance programme for
implementation.

Our Real Time Monitoring System (“RTMS”) which utilises rain gauges, allows rainfall
data to be automatically captured and transmitted to our Web-based Management
System (“WBMS”) 24-hours a day, to facilitate early intervention for preventive
maintenance of slopes.

To date, 70 rain gauges have been installed at selected locations along the NSE and
a conceptual study has been completed on the potential behaviour of rock and soil
slopes in relation to rainfall and ground water fluctuation. Based on the study, plans
are underway to implement real time monitoring of additional instrumentation in
the form of piezometers. Meanwhile, the RTMS is also proposed to be extended to
cover monitoring of identified flood prone areas.

Improved Materials
In 2008, we continued to use the modified Stone Mastic Asphalt (“SMA”), a high
performance pavement surfacing material, at selected locations. Compared to
conventional pavement surfacing, the modified SMA is expected to prolong the life
of the pavement and requires less maintenance thereby resulting in less disruption
to operations and optimum expenditure in the long run.

ROAD SAFETY AND TRAFFIC MANAGEMENT


We continue to enhance the safety and well being of our expressways users through
various road safety and traffic management initiatives.

Road Safety Campaigns


As part of our corporate responsibility efforts, we implemented several road safety
campaigns in 2008. These included the nationwide “Respect Your Limits” campaign
to foster safety awareness among drivers and operators of heavy vehicles. We
continued to participate in other safety campaigns and exhibitions in collaboration
with government agencies and third parties.

98 PLUS Expressways Berhad Annual Report 2008


Review of Operations continued

Road Safety Audits


PLUS Expressways undertakes periodical road safety audits to ensure our expressways
and their related safety features are in accordance with established standards.

As part of our improvement initiatives, the Group commissioned an independent


certified auditor to conduct a road safety audit (Stage 5) starting with the Northern
Region. We also appointed an international independent consultant, VicRoads
International of Australia, to undertake safety inspection/assessment along the NSE
emphasising on selected priority locations and benchmarking against international
standards.

The NSE was also assessed under the International Road Assessment Programme
(“iRAP”) which is dedicated to promoting safer road design. The iRAP uses a 1 to 5
Star Rating as a basis to determine the safety of road infrastructure as it relates to
the risks faced by each road user group. A 5-star rating represents the safest road
infrastructure design for the prevailing speed environment, while a 1-star rating
represents a road with relatively poor infrastructure design. Based on the assessment,
PLUS Expressways received a mostly 4 to 5 star rating.

In addition, periodical internal audit inspections are also carried out by the Group
to ensure our operations and maintenance standards comply with established
standards.

Road Safety Features


In keeping with the Group’s emphasis on road safety, several improvement initiatives
were undertaken along the expressways. To increase visibility and improve night
time driving conditions, we installed additional warning signs, chevron signs,
flashing amber lights, road studs and plastic delineator posts at selected locations,
while existing concrete New Jersey Barriers located at the median along the Kuala
Kangsar-Jelapang stretch were upgraded and strengthened in accordance with the
new Road Engineering Association of Malaysia (“REAM”) design specifications. We
also installed new guardrails as well as wire ropes and realigned the existing
guardrail height at selected locations along the NSE.

Road surfaces along certain stretches were treated with porous asphalt to improve
surface condition during wet weather while whisper grip and rumble strips were
applied to improve skid resistance. Speed limit signs, mainline signboards and
approach signage were upgraded for better visibility and guidance.

All in all, 2008’s road safety initiatives contributed to reducing the accident and
fatality rate along our expressway to its lowest level in over a decade.

99 PLUS Expressways Berhad Annual Report 2008


Review of Operations continued

PLUSRonda patrol teams


attend to minor vehicle
breakdowns and assist in
traffic management

Traffic is closely
monitored at the Traffic
Monitoring Centre

During national
emergencies, the PLUS
helicopter unit is
mobilised to assist in
relief efforts

Emergency telephones
are located at every
2km interval

100 PLUS Expressways Berhad Annual Report 2008


Review of Operations continued

Accident and Fatality Rate (per 100 million vehicle km-traveled)

1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008

Accident
Rate 72 75 70 63 63 63 59 55 55 53 51

Fatality
Rate 2.7 2.4 2.6 2.0 2.5 2.5 2.2 2.2 2.1 2.3 2.0

Accident and Fatality Rate (per 100 million vehicle km-traveled)


80
70
60
50
40
30
20
10
0
1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008

Accident Rate Fatality Rate

Traffic Management Efforts


To better manage traffic flow along our expressways and ensure a hassle-free
journey especially during festive periods, we continued to implement the following
measures that have proven successful in the past:

• The Travel Time Advisory (“TTA”), which recommends different journey start
times to customers depending on their origin and destination.

• The PLUS Mobile Alert (“PLUSMA”) which transmits traffic updates via short
messaging service (“SMS”) to subscribers.

• The Headquarters Reserve Unit (“HRU”) which was deployed to selected toll
plazas and RSAs along the expressway to assist in traffic management.

PROJECTS UNDER DEVELOPMENT


Currently, PLUS Expressways has three projects under development – two in
Indonesia and one in India. These two countries hold tremendous growth potential
given the anticipated traffic volume growth from the huge population base. The
Group is fully committed to implementing these projects while exploring other
strategic opportunities that will enlarge our international footprint.

101 PLUS Expressways Berhad Annual Report 2008


Review of Operations continued

Bhiwandi-Kalyan-Shil Phata Highway, India


PLUS BKSP Toll Limited (“PLUS BKSP”) was incorporated on 24 July 2006 in India as
a special purpose vehicle to undertake the implementation of the 21.6 km Bhiwandi-
Kalyan-Shil Phata Highway (“BKSP”) project in the State of Maharashtra. The
concession agreement, executed on 25 August 2006, which includes operating,
maintaining and collecting tolls, was initially for 6 years and 8 months but has been
extended to 7 years, 11 months and 5 days.

The project involves the widening of the existing two-lane BKSP to four lanes, as
well as pavement strengthening and improvement.

The project was initially delayed due to challenges in securing certain sections of
land required for construction. However, as at April 2009, construction has achieved
99.21% progress. The date of commencement of toll collection shall be determined
upon the Maharashtra State Road Development Corporation (“MSRDC”) issuing a
Provisional Completion Certificate. The Group will leverage on the BKSP project to
explore other opportunities in India. 

Cikampek-Palimanan Toll Road, Indonesia


PLUS Expressways acquired a 55% stake in PT Lintas Marga Sedaya (“LMS”), the
concessionaire for the 116 km Cikampek-Palimanan Toll Road, the longest section of
the Trans Java Expressway. The concession is for 35 years from 13 July 2007.

The design of the project was completed and approved by the regulatory authority,
Badan Pengatur Jalan Tol (“BPJT”), in May 2008. As a result of the increase in the
cost of certain major construction materials, the business plan was revised and
approved by BPJT. We are currently actively pursuing the additional funding
required for the project. Land acquisition by the Government of Indonesia is also
ongoing and is expected to be completed within this year.

Cimanggis-Cibitung Toll Road, Indonesia


On 18 September 2007, PLUS Expressways together with PT Bakrie & Brothers Tbk
and PT Capitalinc Investment Tbk succeeded in the bid for the Cimanggis-Cibitung
Toll Road. On 27 February 2008, a joint venture special purpose vehicle, namely PT
Cimanggis-Cibitung Tollways (“CCTW”) was incorporated. PLUS Expressways holds a
60% equity stake in CCTW, making the company a foreign subsidiary of the Group.
The 35-year concession involves the construction, operation and maintenance of the
proposed 25.4 km Jakarta Outer Ring Road 2 (“JORR2”) on the outskirts of the
Jakarta metropolitan area. CCTW is in negotiation with BPJT prior to the concession
agreement being signed.

102 PLUS Expressways Berhad Annual Report 2008


Reaching Out

Towards More Impactful Corporate Social Responsibility


Corporate Social Responsibility 104
Towards Effective Environmental
Protection 106
Towards Greater Customer Satisfaction 108
Towards Greater Innovation 110
Towards a High Performance Workforce 112
Media Milestones
– Corporate Social Responsibility 114

103 PLUS Expressways Berhad Annual Report 2008


Towards More Impactful
Corporate Social
Responsibility
Respect Your Limits “Rebung Project”
Through the “Respect Your Limits” road In collaboration with the Malaysian
safety campaign aimed at drivers and Institute of Integrity, we organised the
operators of heavy vehicles, we spread “Rebung Project” that saw some 400
awareness on road safety nationwide. student leaders from MARA Junior
More than 1,000 drivers benefitted Science Colleges (“MRSM”) nationwide
from seminars involving speakers from undergoing integrity and teambuilding
PLUS, Jabatan Keselamatan Jalan Raya training with stall operators at PLUS
(“JKJR”), the Malaysian Institute of Road RSAs and the Bukit Gantang Tropical
Safety Research (“MIROS”) and Fruit Village. The participants were also
Puspakom. involved in a half-day session on road
safety awareness and ‘gotong-royong’
with the local communities.
Malays i a Z er o F a t al i t y
Vision 2008 – 2010
As a responsible and In August 2008, we signed an MOU Supporting Motor sport
progressive corporate citizen, with JKJR to roll out safe driving The Group’s association with motor
PLUS Expressways is programmes in support of Malaysia’s sport goes back a long way and it has
Zero Fatality Vision. Our collaborative proven to be an effective platform for
committed to elevating the efforts led us to implementing Zero reaching out to grassroot audiences.
quality of life of the Road Fatality Vision Intervention 2008 saw us sponsoring young local
communities we operate in. Programmes, advocating the use of talents to represent Malaysia in the
helmets and rear seatbelts, and Rotax Max Challenge and Formula
We subscribe to the principles of publishing guidebooks on safe driving BMW events. We also undertook
sustainable development and integrate for distribution to schools and the sponsorship of the A1 Team Malaysia
social values within our business public at toll plazas. The first batch of and the A1GP race in Sepang to
activities. In line with recommendations 30,000 books was printed in June 2008 support the growing motor sports
put forth in the GLC Silver Book, the in both Bahasa Malaysia and English. industry.
Group’s Corporate Social Responsibility
(“CSR”) programme for 2008 emphasised In conjunction with the Formula PLUS
on two of the seven core areas Inter-School Go Kart Competition 2008
prescribed – that of community which was organised in Selangor to
involvement and education. Our unearth new motor sport talents, some
community and educational initiatives 120 school children aged 9 to 10 years
in turn, focused on the cause of road old were selected from 60 schools in
safety awareness, an issue that the Selangor to undergo theory and
Group has long championed. practical training in preparation for the
competition.

104 PLUS Expressways Berhad Annual Report 2008


Towards More Impactful Corporate Social Responsibility continued

We have also invested in the Speedway sports day. These efforts have helped Rewarding Customers
PLUS Circuit. This has not only helped build goodwill with many communities We have embarked on customer
elevate motor sports activities in a safe and reduced incidents of stone incentive programmes that offer
environment and making the sport throwing, vandalism and open burning discounts to users during off-peak
accessible to the masses, but it also near our expressways. hours and a loyalty programme that
enabled us to identify young talents rewards frequent and high expressway
and appoint them ambassadors of the PLUS Expressways also continues to usage. These initiatives reflect the
sport as well as icons of road safety. provide opportunities for communities Group’s appreciation of the many loyal
living near our expressway facilities to users who choose to travel on our
supplement their livelihood. By offering expressways especially during these
Impacting Communities affordable rental rates and providing trying times.
The year under review also saw us training on food preparation, hygiene
impacting local communities through and customer service, we are helping PLUS Expressways will continue to look
our support of special interest groups, to grow many of the outlet operators for opportunities to enrich and elevate
orphanages, ‘gotong-royong’ activities at our RSAs into successful the status of the communities we
and regular dialogues with villagers on entrepreneurs. operate in.
health and safety issues. We were also
involved in ‘korban’ and Ramadhan
contributions as well as the sponsorship
of mineral water to schools for their

105 PLUS Expressways Berhad Annual Report 2008


Towards Effective Environmental Protection continued

Towards Effective
Environmental
Protection
Structured Environmental Reducing Congestion and With the completion of widening works
Management System Pollution from Seremban to Ayer Keroh and from
PLUS Expressways’ Environmental As an organisation that cares for our Rawang to Slim River, the congestion
Policy advocates business practices as customers and the environment, we at the mainline too has been minimised
well as products and services that are are also committed to ensuring our and exhaust emissions reduced.
environmentally friendly and environmental efforts to date are Modification works for through traffic
sustainable. To preserve the continuously improved upon. To reduce between Ipoh Selatan and Jelapang,
environment around us, we continue the effect of harmful vehicle exhaust which were recently completed will
to establish comprehensive operational emissions (in particular green house also contribute towards a better
controls, utilise the appropriate gas emissions), from the approximately environment.
technology as well as implement one million vehicles that ply our
sustainable maintenance and expressways daily, we continue to
construction activities. To help us promote the usage of electronic toll M i n i m i s i n g P o te n t i a l
comply with prevailing environmental collection system as it minimises Contamination
regulations in Malaysia, we employ congestion at toll plazas. In 2008, our Our maintenance of the toilets at our
structured Environmental Management efforts to reduce congestion at toll laybys and Rest and Service Areas
System that is systematically plazas saw us achieving 48% of toll (“RSAs”) has not only enhanced
monitored. collection by electronic means via customers’ comfort levels but has also
SmartTAG readers and Touch ‘n Go enabled us to improve the quality of
cards. wastewater discharged into the
environment.

106 PLUS Expressways Berhad Annual Report 2008


Towards Effective Environmental Protection continued

In 2008, we spent about RM1 million to procedures and making continual impact upon the environment. As we
upgrade our sewerage treatment plants improvement to processes and systems, encourage our employees to become
thereby minimising the impact of we achieved approximately 93% active agents of sustainable and
effluent discharge. We also spent over emergency responses within 20 equitable development, we also
RM7.1 million in maintaining these minutes. These early interventions inculcate a sense of environmental
plants. minimised potential pollution of inland consciousness among our expressway
waters and soil. customers and business partners.
We also ensured that all slopes were
maintained to minimise sediment flow Going forward, we will focus on
into natural water courses through Spreading Environmental achieving the Group’s environmental
on-foot and aerial inspections. Consciousness improvement objectives and targets,
All the Group’s employees, stall while continuing to enhance our
The Group is always prepared to operators and contractors are aware of Environmental Management System
respond to any emergency that could the need to adhere to the requirements and environmental protection practices.
potentially impact the environment. of our Environmental Management
By implementing comprehensive System as well as their responsibility to
monitor and control all activities that

107 PLUS Expressways Berhad Annual Report 2008


Towards Greater
Customer Satisfaction
PLUS Expressways is The CRMD is also responsible for
monitoring customer-centric activities
committed to ensuring
and launching new initiatives to ensure
the safety, comfort and customer satisfaction and positive
convenience of our customers experiences. The CRMD analyses traffic
at all times. patterns regularly and develops
marketing programmes to attract traffic
To this end, we continue to provide to the PLUS expressway network.
safe infrastructure, make continuous
improvements to our expressway
facilities and services, as well as ensure Cus t o m er I n c e n t i ve
smooth traffic flow for a more enjoyable Programmes
customer experience. In line with the Group’s move to
become a more customer-centric
organisation and in response to the
E leva t i n g Cus t o m er Government’s call to give added value
Satisfaction Levels to expressway users especially during
In 2008, we took our customer service the current economic period, the Group
efforts up several notches with the launched the PLUS Travel Incentive
establishment of a dedicated Customer and PLUSMiles loyalty programme.
Relationship and Marketing Department
(“CRMD”). This unit has been tasked
with elevating customer satisfaction PLUS Travel Incentive
levels by responding to complaints and The PLUS Travel Incentive (“PTI”) is a
enquiries in a more effective manner dynamic toll pricing mechanism that
as well as through initiating more aims to help smoothen traffic flow
engaging customer-centric and during peak hours by offering discounts
marketing programmes.

108 PLUS Expressways Berhad Annual Report 2008


Towards Greater Customer Satisfaction continued

during off-peak periods. This incentive Going forward, PLUSMiles will enable Customer Requests
programme rewards Class 1 users us to better identify and understand Our Traffic Monitoring Centre recorded
travelling the PLUS and ELITE customer needs so that we can more than 50,000 Vehicle Breakdown
expressways between 12 midnight and implement focused marketing activities. Assistance requests throughout 2008
7 am with a 10% toll discount. The PTI As of mid-April 2009, there were over with the highest number of requests
runs effectively from 1 January 2009 till 20,000 PLUSMiles loyalty card users, relating to car breakdowns (68.4%),
31 December 2010. An additional 10% underlining the success of this followed by lorry and trailer breakdowns
discount will also be given to users initiative. at 9.2% and 8.1% respectively.
during four main festive seasons for
off-peak travel on any six selected
days. Responding to Customers Customer Enquiries
The Group is continuously evaluating The PLUS toll free line responded to
the effectiveness of our facilities and approximately 35,000 enquiries with
Incentive for Buses services through various channels. In 43% of this number enquiring about
In response to the Government’s call to 2008, we received feedback from our the status of traffic and the other 57%
assist public transport operators in customers in the form of requests for enquiring about the reasons for traffic
reducing their operating costs, toll assistance, enquiries, notifications, congestion.
charges for buses were reduced by complaints and compliments, totaling
50% effective 15 September 2008 for a approximately 96,000.
duration of two years.
Customer Compliments
The Group received 30 compliments in
Customer Complaints
PLUSMiles Loyalty Programme 2008 of which 57% was attributed to
In 2008, the overall number of customer the quick response by PLUSRonda
In appreciation of frequent and high
complaints dropped by 31% against teams. Besides that, compliments were
usage electronic toll collection (“ETC”)
2007’s figure. In the Highway Service also received for expressway facilities,
users, we launched the PLUSMiles
and Traffic Safety categories, the toll teller courtesy, traffic monitoring
Loyalty Programme on 1 January 2009.
number of total complaints dropped services and maintenance.
This loyalty programme, the first-of-its-
by 88% mainly due to the successful
kind in Malaysia, recognises and
completion of the Third Lane Widening The Group continues to enhance the
rewards PLUSMiles subscribers
project. In the area of traffic congestion management of customer feedback
spending a minimum of RM200 a
at toll plazas, we managed to reduce through the Customer Complaints
month with a 5% toll rebate. PLUSMiles
complaints by 84%. Proactive measures Management System (“CCOMS”) to
cardholders are also entitled to a host
are being taken in other areas to address our customers’ needs in a more
of benefits including instant discounts
address complaints and elevate structured and effective manner.
and privileges from a growing number
customer satisfaction levels.
of participating merchant outlets.

109 PLUS Expressways Berhad Annual Report 2008


In 2008, the Group continued Our Database Management Department
(“DMD”), now under the purview of the
to bring innovation into play
RTSD, is responsible for maintaining
on several fronts to enhance and further developing our Total
our operational efficiency, Expressway Maintenance Management
productivity and cost System (“TEMAN”) which uses
effectiveness as well as to Geographical Information System-
based (“GIS”) applications, making it
ensure customer safety and
more efficient and marketable.
comfort.

Towards Greater
Innovation
R ese a r c h a n d T e c h n i c a l Operational Innovation
Support Division The PLUSRonda Mobile Reporting
In order to remain competitive in a System (“PROMPTS”) was introduced to
highly challenging operating enhance the efficiency of real-time
environment, we established a reporting between PLUSRonda, our
dedicated Research & Technical Support Traffic Monitoring Centre (“TMC”) and
Division (“RTSD”) to intensify our other relevant departments. A fully-
research efforts and to market the over online computerised system, PROMPTS
two decades of expertise we have simplifies and automates the existing
accumulated. PLUSRonda process flow and
reporting.
The RTSD has been tasked with
undertaking and coordinating research In order to facilitate more effective and
of new products and processes to efficient services for expressway
enhance operational efficiency. Over customers, the integration of the TMC
the long term, research efforts will be with the Region Communications
expanded to other areas of our business Centres was carried out in 2008. This
to help establish PLUS Expressways as integration has improved our overall
the market leader in highway services processes and reduced work duplication,
and products. enabling us to respond faster to any
incidents along our expressways.

110 PLUS Expressways Berhad Annual Report 2008


Towards Greater Innovation continued

The year also saw us rolling out the Cust o mer - f o c use d
web-enabled Executive Information Innovation
System (“EIS”) module of TEMAN. The For the benefit of expressway users,
EIS contains an executive summary of the PLUS Mobile Alert (“PLUSMA”)
other sub-systems within TEMAN, which enabled the transmission of
relevant statistical and economic data traffic updates via short messaging
as well as information on other service (“SMS”), was activated during
expressways, locally and abroad. festive seasons. This service
With this web-based system, our supplemented our existing PLUS Toll-
management now has a more effective free line, radio announcements and
way of retrieving records pertaining to Variable Messaging System (“VMS”).
expressway asset management and
other relevant information to assist To ensure the safety of expressway
them in decision making. users, high friction course pavement
surfacing and rumble strips with high
We also focused our efforts on quality skid resistance features were
developing a cost effective web-based installed at selected areas. To eliminate
Mini TEMAN application for use by incidences that may compromise
smaller toll operators. Rolled out in the safety, new anti-theft fastener guardrails
fourth quarter of 2008, this application and stronger Right-of-Way fencing
underscores our new strategy of were installed.
marketing our in-house system to other
concessionaires.
Recognition
We have also successfully migrated our
Our dedication to employing innovation
existing GIS database to the more
was recognised when our As-built
advanced ArcSDE Geodatabase format.
Drawings Archiving Management
This will make the handling of the GIS
System (“ADAMS”) was acknowledged
data more efficient while enabling the
as one of the top innovative systems
management and analysis of remote
developed within the UEM Group. It is
sensing data as well as satellite images
now being showcased at the UEM
including digital elevation modelling.
Innovative Centre in Petaling Jaya.

111 PLUS Expressways Berhad Annual Report 2008


Towards a High Performance Workforce continued

Towards a High
Performance Workforce
The Group is committed to Strengthening HR Efforts staff engagement through esprit-de-
corp and built a sustainable high
building a high performance The many human capital development
performance work culture.
workforce to drive the initiatives included a Group integrity
plan, employee value proposition, top
Group’s business growth and talent retention plan and reviews of
bring it to new heights of employees’ salaries and benefits. We
Managing E m p l o yee
service and product also focused our efforts on expanding
Performance
excellence. our workforce through a structured
In supporting the Group’s strategic
recruitment drive and enhanced
business plan, we also introduced a
We improved on existing human manpower development and planning
performance management framework,
capital-related initiatives as well as strategies for domestic and overseas
with key performance indicators (“KPIs”)
embarked on new programmes to requirements.
being integrated into our business and
support the Group’s business strategy operational activities. Employees at
to be an Employer of Choice. In addition, we embarked on cost every level and function are accountable
saving measures and process for achieving prescribed performance
improvement initiatives through targets aligned to and focused on the
employee involvement of Six Sigma corporate KPIs.
projects. These projects helped promote

112 PLUS Expressways Berhad Annual Report 2008


Managing E m p l o yee Elevating Human Capital In line with our strategy to create a
Expectations Development Initiatives bigger pool of potential leaders, our
The importance of people and The Group is committed to enhancing employees are provided with
organisational development is spelt the Attitude, Skills and Knowledge managerial and leadership development
out in our Corporate Balanced Scorecard (“ASK”) of our employees through programmes to keep their skills abreast
which places an emphasis on the ongoing training and development with the Group’s aspirations. To retain
development and retention of top initiatives. To ensure higher standards top management talent, implement
talent. In this regard, the Group places of efficiency and productivity, we succession planning and ensure a high-
emphasis on understanding the needs invested a significant amount on performing management and
and expectations of the employees in human capital development leadership team, we have collaborated
order to effectively manage those programmes and initiatives in 2008. closely with the UEM Group for
expectations. An Employee Climate leadership assessment and
Survey was again conducted in 2008 Besides external training courses, PLUS development programmes via a
whereby we successfully achieved an Training Centre provides specially systematic and scientific management
overall corporate score of 85%. Based designed programmes for our frontline approach to support our business
on the detailed results of the survey, and operational staff focusing on roadmap and strategies. All these
we will be able to design more effective motivation, character building and initiatives have helped to narrow the
career development programmes for skills reinforcement. In addition, the employee competency and skill set
our employees and improve productivity centre also conducts IT proficiency and gaps while forging a sense of belonging
in the work environment. Spoken English training programmes to the Group.
for non-executive staff.

113 PLUS Expressways Berhad Annual Report 2008


Media Milestones – Corporate Social Responsibility

Corporate Social Responsibility News Clippings

114 PLUS Expressways Berhad Annual Report 2008


Expanding Good
Practices

Corporate Governance

Statement of Corporate Governance 116


Enterprise Risk Management 128
Code of Business Ethics 131
Statement of Internal Control 132
Audit Committee Report 135
Management Control Policy 139

115 PLUS Expressways Berhad Annual Report 2008


Statement of Corporate Governance

The Board of Directors (“Board”) of PLUS Expressways Berhad (“PLUS Expressways” or “the Company”)
has always upheld a high standard of corporate governance to safeguard the interests of all
stakeholders, which include customers, shareholders, employees, and the community.

The Board is fully dedicated to ensuring that the structure and procedures to
support excellent corporate conduct will continue to exist, not only in their present
form, but will continually be enhanced and fortified.

This statement sets out the commitment of the Board towards good corporate
governance principles and the extent to which it has complied with the best
practices of the Code on Corporate Governance (Revised 2007) (Code) throughout
the financial year ended 31 December 2008.

a The Board of Directors


The Board
PLUS Expressways is led and managed by an experienced Board comprising a
mix of members with a wide range of experience and expertise in the relevant
fields such as accounting, economics and management, sustainable
development, business and banking. With their broad range of skills, experience
and knowledge, they successfully direct and supervise PLUS Expressways
Group’s (“the Group”) business activities.

As a team, the Board brings to bear independent and sound judgement on


issues encompassing strategy, performance, resources and standards of
conduct. The roles and functions of the Board as well as the differing roles of
Executive Directors and Non-Executive Directors have been clearly defined.

Board Composition
The Board has twelve (12) directors comprising one (1) Executive member and
eleven (11) Non-Executive members, six (6) of whom are independent. A brief
profile of each Director is set out on pages 52 to 64 of this Annual Report.

The Independent Non-Executive Directors are independent of management


and free from any business relationships which could materially interfere with
the exercise of their independent judgement. They play an important role in:

• Ensuring that the strategies proposed by the Management are analysed and
deliberated.

• Representing the interests of not only the minority shareholders, but also
of employees, customers, suppliers and other stakeholders.

• Providing an objective and independent view to the Board.

116 PLUS Expressways Berhad Annual Report 2008


Statement of Corporate Governance continued

The Company has complied with the Listing Requirements Board Appointment Process
of Bursa Malaysia Securities Berhad (“Bursa Securities”) The Company has in place formal and transparent
which requires at least two (2) Directors or one-third procedures for the appointment of new Directors. These
(1/3) of the Board, whichever is higher, to be independent procedures ensure that all nominees to the Board are
and non-executive. first considered by the Nominations and Remuneration
Committee taking into account the required mix of skills
The Board’s composition is such that no individual or and experience and other qualities, before making a
group of individuals dominates the Board’s decision recommendation to the Board and major shareholders.
making.

In accordance with the guidelines of the Code, Geh Boards Appraisal Process
Cheng Hooi is the Senior Independent Non-Executive Following the launch of the Green Book on Enhancing
Director whose primary responsibility is to deal with Board Effectiveness developed by the Putrajaya
concerns regarding the Company which are inappropriate Committee on GLC High Performance for Government
to be dealt with by the Chairman or the Managing Linked companies in April 2006, YBhg Tan Sri Dato’
Director. Mohd Sheriff Mohd Kassim, the Non-Executive Chairman
of the Company, has been identified as the Leading
Director to lead the board effectiveness assessment.
Roles of Chairman and Managing Director
The roles of the Non-Independent Non-Executive Director
and Chairman, Tan Sri Dato’ Mohd Sheriff Mohd Kassim Board Responsibilities
and the Managing Director, Noorizah Hj Abd Hamid are The Board retains full and effective control of the
separate with clear distinction of responsibilities between Company. This includes responsibilities in determining
them. the Company’s overall strategic direction, the
development and management of the Group’s businesses
The Chairman is responsible in ensuring the integrity as well as reviewing the adequacy and effectiveness of
and effectiveness of the relationship between Directors. the internal control system of the Company and the
The Managing Director is responsible for the Group as a whole. The Board are also responsible in
implementation of broad policies approved by the identifying principal risks and ensuring the
board and she is obliged to report and discuss at board implementation of the appropriate systems to manage
meetings all material matters currently or potentially these risks.
affecting the Group and its performance, including all
strategic projects and regulatory developments. Key matters, such as approval of annual and interim
financial results, material acquisitions and disposals,
material agreements, major capital expenditures,
Conflict of Interest budgets, the Key Performance Index, the Corporate
The Directors have a continuing responsibility to Scorecard, long-term plans and succession planning for
determine whether they have a potential or actual the top management are reserved for the Board’s
conflict of interest in relation to any matter, which deliberation and decision making.
comes before the Board. The Company and the Group
have adopted a process whereby each Director is
required to make written declarations whether they
have any interest in transactions tabled at regular board
meetings of the Group.

117 PLUS Expressways Berhad Annual Report 2008


Statement of Corporate Governance continued

The Board, as a whole, oversees responsibility for Number of Directorships in Other Companies
developing and revising the Group’s strategies. The Each Director of the Company holds not more than ten
Executive Director is responsible for making and (10) directorships in public listed companies and not
implementing operational decisions generally based on more than fifteen (15) directorships in non-listed
the Discretionary Authority Limit (“DAL”) as approved by companies as defined and in accordance with the Bursa
the Board. The Non-Executive Directors complement the Securities Listing Requirements. Compliance with the
skills and experience of the Executive Director by Bursa Securities Listing Requirements in this respect
contributing their knowledge and experience of other ensures that the Directors are able to commit sufficient
businesses and sectors to the formulation of policies time and resources to effectively discharge their
and decision making of the Company. responsibilities to the Company.

Fiduciary Duties of Directors Board Meetings


The relationship between a Director and the Company is The Board met nine (9) times for the financial year
based on fiduciaries, whereby each Director is required ended 31 December 2008 where it deliberated on and
to act bona fide in the best interests of the Company, as considered various matters including but not limited
a whole. In this respect, the Directors are required to to:
declare their respective shareholdings in the Company
and related companies. Directors are also required to
• The Group’s financial and operational performance,

declare to the Board their interests in any contracts or • Major capital expenditure and investment
proposed contracts with the Company or any of its opportunities,
related companies. The Directors will abstain from any
• Internal controls and risk management,
decision making in relation to transactions in which they
have an interest. • Budgets and dividends,

• Business plan and strategic direction of the Group,


To further assist the Board in discharging its and
responsibilities more effectively; four (4) committees
have been set up – Audit, Nominations, Remuneration • Related party transactions.
and Investment Committees. Each committee has the
authority to review specific issues delegated by the Prior to Board meetings, the Board is furnished with
Board and to report to the Board with its sufficient and appropriate quality information from the
recommendations. The ultimate responsibility for the Management and, where necessary, third party
final decision on all matters, however, lies with the consultants are engaged to advise the Board on the
Board. matter to enable the Board to effectively discharge their
responsibilities. All proceedings of the Board meetings
are recorded.

118 PLUS Expressways Berhad Annual Report 2008


Statement of Corporate Governance continued

Details of each Director’s meeting attendance during the financial year ended 31 December 2008 are as follows:

No. Name of Director Status No. of Board


Meetings Attended

1 Tan Sri Dato’ Mohd Sheriff Mohd Kassim Non-Independent Non-Executive Chairman 9/9

2 Dato’ Ahmad Pardas Senin Non-Independent Non-Executive Deputy Chairman 8/9

3 Noorizah Hj Abd Hamid Managing Director 9/9

4 Geh Cheng Hooi Senior Independent Non-Executive Director 4/9

5 YM Professor DiRaja Ungku Abdul Aziz Independent Non-Executive Director 8/9


Ungku Abdul Hamid

6 Hassan Ja’afar Non-Independent Non-Executive Director 9/9

7 Dato’ Mohamed Azman Yahya Non-Independent Non-Executive Director 8/9

8 Tan Sri Razali Ismail Independent Non-Executive Director 5/9

9 Datuk K. Ravindran Independent Non-Executive Director 8/9

10 Quah Poh Keat Independent Non-Executive Director 7/9

11 Abdul Farid Alias Non-Independent Non-Executive Director 5/9


(Resigned w.e.f. 31 December 2008)

12 Datuk Seri Panglima Mohd Annuar Zaini Independent Non-Executive Director —


(Appointed w.e.f. 19 December 2008)

Access to Information and Advice the previous Board meeting are also circulated to the
The Board recognises that the decision making process Directors and confirmed at each meeting. Minutes of the
is highly dependent on the reliability and completeness Board Meetings are maintained at the Registered Office
of information furnished to it. As such, the Board of the Company.
members have full and unrestricted access to information
on the Group’s business and affairs, whether as a full All Directors also have full access to the advice and
Board or in their individual capacity, in discharging their service of the Company Secretaries in the course of their
duties. The Board receives timely advice on all relevant duties. The Company Secretaries are responsible for
information about the Group. ensuring that Board meeting procedures are adhered to
at all times and that applicable rules and regulations are
Prior to Board meetings, the Directors receive the agenda complied with. Where necessary, the Directors may
and a full set of Board papers containing information obtain independent professional advice at the Company’s
relevant to the matters to be deliberated at the meeting. expense on specific issues to enable the Board to
The Board papers are comprehensive and encompass discharge their duties on the matters being deliberated.
both quantitative and qualitative factors to facilitate
prudent and informed decision making. The minutes of

119 PLUS Expressways Berhad Annual Report 2008


Statement of Corporate Governance continued

Directors’ Training Every Director of the Company undergoes continuous


The Company acknowledges that continuous education training. In year 2008, the Directors have attended
is vital for Board members to gain insight into the state training in relation to amongst others corporate
of the economy, technological development, latest governance, risk management, securities market
regulatory developments and management strategies in regulation and directors’ duties and liabilities.
relations to the Group’s core business.

The training status of Directors as at 31 December 2008, are as follows:

No. Name of Director No. of Training Remarks


Attended
1 Tan Sri Dato’ Mohd Sheriff Mohd Kassim 5 Attendance as participant at seminars/conference/
workshops
2 Dato’ Ahmad Pardas Senin 2 Attendance as participant at seminars/conference/
workshops
3 Noorizah Hj Abd Hamid 5 Attendance as participant at seminars/conference/
workshops
4 Geh Cheng Hooi 1 Attendance as participant at seminars/conference/
workshops
5 YM Professor DiRaja Ungku Abdul Aziz 1 Attendance as participant at seminars/conference/
Ungku Abdul Hamid workshops
6 Hassan Ja’afar 3 Attendance as participant at seminars/conference/
workshops
7 Dato’ Mohamed Azman Yahya 8 Attendance as moderator and/or participant at
seminars/conference/workshops
8 Datuk K. Ravindran 2 Attendance as participant at seminars/conference/
workshops
9 Tan Sri Razali Ismail 2 Attendance as participant at seminars/conference/
workshops
10 Quah Poh Keat 5 Attendance as panelist and/or participant at
seminars/conference/workshops
11 Abdul Farid Alias 4 Attendance as participant at seminars/conference/
workshops
12 Datuk Seri Panglima Mohd Annuar Zaini 3 Attendance as participant at seminars/conference/
workshops

120 PLUS Expressways Berhad Annual Report 2008


Statement of Corporate Governance continued

Re-election of Directors Members


The Company’s Articles of Association provides that Datuk K. Ravindran
one-third (1/3) of the Directors in office for the time Independent Non-Executive Director
being, or if their number is not three (3) or a multiple of
three (3), then the number nearest to one-third (1/3), are YM Professor DiRaja Ungku Abdul Aziz Ungku
subject to retirement by rotation at each Annual General Abdul Hamid
Meeting (“AGM”) and shall be eligible for re-election. Independent Non-Executive Director
The Directors longest in office since their last election
shall retire from office at the forthcoming AGM and shall Quah Poh Keat
be eligible for re-election. Directors who are over 70 Independent Non-Executive Director
years of age are required to submit themselves for
re-appointment and re-election annually in accordance The Board has delegated certain responsibilities to
with Section 129(2) and Section 129(6) of the Companies the Audit Committee, which operates within clearly
Act, 1965. Details of the Directors seeking re-election defined terms of reference. The terms of reference
and re-appointment at the forthcoming AGM are of the Audit Committee and their activities are set
disclosed in the Notice of the AGM on page 10 of this out on pages 135 to 138 of this Annual Report.
Annual Report.
(ii) Nomination Committee
The Nomination Committee consists exclusively of
b Board Committees Non-Executive Directors, a majority of whom are
The Board has delegated specific responsibilities to four independent. The members are as follows:
(4) committees i.e. Audit Committee, Nominations Chairman
Committee, Remuneration Committee and Investment Tan Sri Dato’ Mohd Sheriff Mohd Kassim
Committee. These Committees have clearly defined Non-Independent Non-Executive Chairman
terms of reference to assist and support the Board in its
responsibility to oversee the Company’s operations and Members
to make the necessary recommendations relating thereto Geh Cheng Hooi
for the Boards’ consideration. At all times, the ultimate Senior Independent Non-Executive Director
responsibility for the final decision on all matters, lies
with the Board. Datuk K. Ravindran
Independent Non-Executive Director
(i) Audit Committee
The Audit Committee comprises the following The Managing Director and other members of the
members: Board may attend the Nomination Committee
Chairman meetings upon the invitation by its Chairman.
Geh Cheng Hooi
Senior Independent Non-Executive Director

121 PLUS Expressways Berhad Annual Report 2008


Statement of Corporate Governance continued

The Nomination Committee is responsible for (iii) Remuneration Committee


recommending to the Board the appointment of The members of the Remuneration Committee,
new directors and assessing the size, composition, consisting wholly of Non-Executive Directors, are as
relevance and the effectiveness of the Board and its follows:
other Committees. For good corporate governance,
Chairman
the Nomination Committee also recommends to
Tan Sri Dato’ Mohd Sheriff Mohd Kassim
the Board the appointment of the directors of the
Non-Independent Non-Executive Chairman
Company’s subsidiaries. The required mix of skills
and experiences of directors, including core
Members
competencies which non-executive directors bring
Dato’ Ahmad Pardas Senin
to the Board, are also reviewed annually by the
Non-Independent Non-Executive Deputy Chairman
Board in consultation with the Nomination
Committee.
Hassan Ja’afar
Non-Independent Non-Executive Director
The Nomination Committee has deliberated and
recommended to the Board after considering the
Datuk K. Ravindran
skills, knowledge, expertise, experience,
Independent Non-Executive Director
professionalism and integrity of the new directors
and in the case of the independent non-executive
The Remuneration Committee is responsible for
director, the Nomination Committee has evaluated
recommending to the Board the remuneration
on his ability to discharge his responsibilities as
framework of the Executive Director and the senior
expected. The new directors recommended on
management of the Company.
18 November 2008 are as follows:

• Mohamad Rosli Ahmad as the new nominee The broad policy for directors’ compensation is to
director of PLUS BKSP Toll Limited, PLUS provide a remuneration package necessary to
Expressways Berhad’s subsidiary in India; and attract, retain and motivate Directors of the quality
required to manage the business of the Company
• YBhg Datuk Seri Panglima Mohd Annuar Bin
and to align the interest of the Directors with those
Zaini onto the Board as an independent non-
of the shareholders. Executive Director’s
executive director.
remuneration is linked to corporate and individual
performances.
The Nomination Committee also deliberated and
recommended to the Board for approval, the
On 15 February 2008, the Remuneration Committee
retirement and re-election of certain identified
deliberated and recommended to the Board the
directors at the forthcoming AGM.
fixed fees and meeting allowances for Board of
Commissioners of PT Lintas Marga Sedaya, a wholly-
owned subsidiary of PLUS Expressways Berhad in
Indonesia.

122 PLUS Expressways Berhad Annual Report 2008


Statement of Corporate Governance continued

On 27 May 2008, the Remuneration Committee For the year under review, the Investment
deliberated and recommended to the Board the Committee deliberated on the Company’s
proposed Payment of Bonus 2007 to the top participation in several tenders and request for
management. On even date, the Remuneration qualification in relation to toll road projects in the
Committee also deliberated on the proposed Indian sub-continent and Indonesia. Other than
Payment of Bonus 2007 to Noorizah Hj Abd Hamid, India sub-continent and Indonesia, the Investment
the Managing Director of PLUS Expressways Berhad Committee also looked at the possibility and
and YBhg Dato’ Idrose Mohamed, the former prospect of PLUS Expressways Berhad to invest in
Managing Director of PLUS Expressways Berhad. other part of the globe.

On 27 June 2008, the Remuneration Committee On 11 January 2008, the Investment Committee
deliberated and recommended to the Board the deliberated in length and recommended to the
proposed payment of ex-gratia to YBhg Dato’ Idrose Board for PLUS Expressways Berhad to accept the
Mohamed, the former Managing Director of PLUS letter of offer from the Ministry of Works, Republic
Expressways Berhad. of Indonesia for the award of the concession for
the Cimanggis-Cibitung Toll Road Project (“Project”)
in Indonesia and further recommended to the
(iv) Investment Committee Board for PLUS Expressways Berhad to enter into a
The Investment Committee comprises the following Joint Venture Agreement with PT Bakrie & Brothers
members: Tbk and PT Capitalinc for the formation of a new
toll road concession company for the Project.
Chairman
Tan Sri Dato’ Mohd Sheriff Mohd Kassim
On 23 May 2008, the Investment Committee
Non-Independent Non-Executive Chairman
deliberated on the progress updates of the
Cikampek- Palimanan Toll Road Project in Indonesia
Members
and recommended to the Board for the additional
Dato’ Ahmad Pardas Senin
Shareholder’s Advance to meet the operational
Non-Independent Non-Executive Deputy Chairman
requirements of PT Lintas Marga Sedaya, its
subsidiary in Indonesia. The Investment Committee
Dato’ Mohamed Azman Yahya
on the same date deliberated and further
Non-Independent Non-Executive Director
recommended to the Board for the proposed
additional injection by PLUS Expressways Berhad to
Noorizah Hj Abd Hamid
PLUS BKSP Toll Limited, its subsidiary in India for
Managing Director
the purpose of financing the balance of the
outstanding construction works and operating
The Investment Committee is only allowed to make
cost.
decisions in respect of investments in expressways
related business in Malaysia and overseas at the
On 23 December 2008, the Investment Committee
tender/pre-qualification stage. In the event that the
deliberated on the proposal to submit bid for the
tender/pre-qualification are successful, further
Indore-Dewas project in India but decided not to
details on the investment will be presented to the
proceed with the submission.
Board for its final decision. Other types of
investments which are not related to the
expressways industry will be deliberated by the
Investment Committee and recommended to the
Board for final decision.

123 PLUS Expressways Berhad Annual Report 2008


Statement of Corporate Governance continued

c Directors’ Remuneration
Other than the Managing Director, all Directors are paid a fixed fee and receive a meeting allowance for each Board or
Committee meeting they attend. Directors’ remuneration is subject to approval by the shareholders. The Chairman is paid
a higher fee compared to other Board members in recognition of his additional responsibilities.

The remuneration for the Deputy Chairman and Abdul Farid Alias are paid to UEM Group Berhad and Khazanah Nasional
Berhad respectively. The Managing Director’s remuneration is contractual and reflects the Board’s recognition of her skills
and experience in the industry. The level of remuneration of Non-Executive Directors commensurate with their experiences
and level of responsibilities and is determined by the Board.

The details of the remuneration of the Directors, paid and payable, for the financial year ended 31 December 2008 are
as follows:

RM (’000)
Other
Benefits & Benefit in
No. Name of Directors Salary Fees Emolument Kind Total
1 Tan Sri Dato’ Mohd Sheriff Mohd Kassim — 90 54 — 144
2 Dato’ Ahmad Pardas Senin — 40 10 — 50
3 Noorizah Hj Abd Hamid 1,148* — 35 84 1,267
4 Geh Cheng Hooi — 72 6 — 78
5 YM Professor DiRaja Ungku Abdul Aziz — 54 10 — 64
Ungku Abdul Hamid
6 Hassan Ja’afar — 39 10 — 49
7 Dato’ Mohamed Azman Yahya — 40 10 — 50
8 Tan Sri Razali Ismail — 40 5 — 45
9 Datuk K. Ravindran — 54 11 — 65
10 Quah Poh Keat — 52 10 — 62
11 Abdul Farid Alias — 33 5 — 38
(Resigned w.e.f. 31 December 2008)
12 Datuk Seri Panglima Mohd Annuar Zaini — 1 — — 1
(Appointed w.e.f. 19 December 2008)
Total 1,148 515 166 84 1,913

* The amount is inclusive of salary, ex-gratia, bonus and EPF (employer’s contribution)

124 PLUS Expressways Berhad Annual Report 2008


Statement of Corporate Governance continued

d R e l a t i o n s h i p w i t h S h a re h o l d ers / Investors Relations


Investors Another important avenue of communication with the
The Company recognises the importance of effective shareholders and investment community is through the
communications with its shareholders, other stakeholders investor relations activities. The Board recognises and
and the financial community on all major developments acknowledges the importance of developing and
of the Group on a timely and accurate basis. The maintaining regular contacts with the investment
Company maintains a high level of disclosure and analysts, institutional investors and also potential
communications with its stakeholders through a number investors to disseminate timely and relevant information.
of readily accessible channels. This is carried out through on-going external
communications including meetings, discussions, emails
and phone calls to provide an update of the Group’s
Annual Report and Annual General Meeting performance and strategies as well as exchange of
The annual report is the key channel of communication information concerning the Company.
with shareholders and investors which incorporates
comprehensive and sufficient details about financial From time to time, the Company holds briefing for the
results and activities of the Group throughout the year. investment analysts and media for major corporate
As part of cost-saving initiatives and in support of the developments where the senior management will
government’s effort to increase IT awareness among present the latest corporate proposal and provide the
members of the public, the Group has initiated the audience a better understanding of the subject matter.
despatch of annual reports in electronic form (“CD”) to Teleconference sessions with analysts are also organised
shareholders. A summary of financial data, notice of immediately after the announcement of the quarterly
AGM and other information is distributed together with financial results to the Bursa Securities. These interactive
the CD to shareholders. Shareholders may also request sessions chaired by the Managing Director and attended
for printed copies of the complete annual report in by senior management members; provide key highlights
either the English or Bahasa Malaysia versions. The and a comprehensive review of financial and operational
Annual Report will also be made available on the performance as well as outlook for the Group.
Company’s website.
In order to reach out to the global investment
The AGM is the principal forum for dialogue and community, the Group conducts international road
interaction between the shareholders and the Board of shows and actively participates in investors conferences
Directors and senior management. At the AGM, organised by the major brokerage firms. In 2008, the
shareholders are briefed of the Group’s financial Company took part in 6 investors’ conferences and road
performance and significant operational developments shows in Kuala Lumpur, Singapore, Hong Kong, Sydney,
for the financial year as well as the strategy and outlook New York, London, Paris, Frankfurt, Stockholm and other
for the Group. Shareholders’ participation is highly major cities in Europe and United States of America.
encouraged through the question and answer session
on the Group’s financial and operational performance. While the Company endeavours to provide as much
A press conference is held immediately after the AGM information as possible to its shareholders and other
where the Chairman and Managing Director are present stakeholders, it is fully aware of the legal and regulatory
to clarify and explain issues raised by the media. It is the framework governing the release of material and price-
Company’s policy to promote interaction with its sensitive information. The Company will make every
shareholders in order to give the shareholders a fuller effort to attain a balance between working within such
understanding of the Group’s affairs. restrictions and ensuring material information is widely
available as possible.

125 PLUS Expressways Berhad Annual Report 2008


Statement of Corporate Governance continued

Website Information The Directors have the overall responsibilities of


The Group’s website, www.plus.com.my is an excellent maintaining a sound system of internal control to
medium of communication and source of information to safeguard shareholders’ investment and the assets of
shareholders and the general public by providing the Group which include taking reasonable steps for the
comprehensive and up-to-date information on PLUS detection and prevention of fraud and other
Expressways and all its subsidiaries. The website is being irregularities.
updated regularly to include all relevant financial and
operational information on a timely basis.
Statement on Internal Control
The Statement on Internal Control is set out in pages
e Accountability and Audit 132 to 134 of the Annual Report. It provides an overview
In presenting the annual financial statements and of the internal control structure of the Group.
announcement of the quarterly financial results to the
shareholders, the Board aims to present a balanced and
comprehensible assessment of the Group’s position and Relationship with the Auditors
prospects. The Board is assisted by the Audit Committee An appropriate relationship is maintained with the
to oversee the Group’s financial reporting processes and Company’s Auditors through the Audit Committee and
the quality of its financial reporting. the Board of Directors. The Audit Committee has been
explicitly accorded the power to communicate directly
with both the external and internal auditors.
Director’s Responsibility Statement in respect of the
Preparation of the Audited Financial Statements The Audit Committee meets with the external and
The Directors are required by the Companies Act, 1965 internal auditors to discuss the audit plan, annual
to ensure that the Group’s financial statements are financial statements and their audit findings. The Audit
prepared in accordance with applicable approved Committee maintains a formal yet open and transparent
accounting standards and give a true and fair view of relationship with the external auditors and is at liberty
the state of affairs of the Group and the Company at the to request for a meeting at their discretion.
end of the financial year and of the results and cash
flows of the Group and the Company for the financial The details of the statutory audit, audit related and non
year. audit fees paid/payable in 2008 to the external auditors
are as follows:
In the course of preparing the annual financial
Group Company
statements, the Directors have:
Fees paid/payable: (RM’000) (RM’000)
• adopted applicable accounting policies and applied Statutory Audit Services 549 60
them consistently;
Other Services 658 434
• made judgements and estimates that are prudent
Total 1,207 494
and reasonable;

• ensured that all applicable accounting standards The Audit Committee also met twice with the External
have been followed; and Auditor without the presence of Management for the
• prepared the financial statements on a going concern financial year 2008.
basis.
A full Audit Committee report is set out in pages 135 to
The Directors are responsible in ensuring that the 138 of this Annual Report.
Company keeps proper accounting records in accordance
with the provisions of the Companies Act, 1965.

126 PLUS Expressways Berhad Annual Report 2008


Statement of Corporate Governance continued

Financial Reporting Sanctions and/or Penalties


The Board aims to provide and present a balanced and There were no sanctions and/or penalties imposed on
meaningful assessment of the Company’s financial the Company, Directors or management by the relevant
performance primarily through the annual financial regulatory authorities.
statements and quarterly announcements of the results
to the shareholders as well as the Chairman’s Statement
and review of operations in the annual report. Share Buy-Backs
There was no share buy-backs during the financial year
ended 31 December 2008.
f Compliance Statement
For the financial year ended 31 December 2008, the
Company has complied with the principles and best Options, Warrants or Convertible Securities Exercised
practices as set out in the Code. The Company has not issued any options, warrants or
convertible securities in respect of the financial year
ended 31 December 2008.
g Other Information
Material Contracts
American Depository Receipt (“ADR”) or Global
Other than those disclosed in the financial statements,
Depository Receipt (“GDR”)
there were no material contracts relating to any loans
The Company has not sponsored any ADR or GDR
entered into by the Company and its subsidiary involving
programme for the financial year ended 31 December
Directors and major shareholders’ interests.
2008.

Recurrent Related-Party Transcations (“RRPT”)


Variation in Results
Statement
The Company did not issue any profit forecast for the
The Company had, during the last AGM held on 18 June
financial year ended 31 December 2008. As such, no
2008 obtained a general mandate from its shareholders
commentary is made on variation in results.
to enable the Group in their ordinary course of business,
to enter into recurrent transactions of a revenue or
trading nature with related parties which are necessary
Profit Guarantee
for its day-to-day operations, on terms not more
The Company did not issue any profit guarantee for the
favourable to the related party other than those generally
financial year ended 31 December 2008.
available to the public and are not to the detriment of
the minority shareholders (RRPT Mandate).

Revaluation Policy
The RRPT Mandate is valid until the conclusion of the
The Company has not adopted a revaluation policy on
forthcoming AGM of the Company to be held on 4 June
landed properties.
2009. Details of the recurrent related party transactions
entered into pursuant to the RRPT Mandate for the year
ended 31 December 2008 are set out in page 234 of this
Utilisation of Proceeds
Annual Report.
There was no capital raising exercise carried out by the
Company for the financial year ended 31 December
2008.

127 PLUS Expressways Berhad Annual Report 2008


Enterprise Risk Management

By virtue of PLUS Expressways being an expressways concessionaire operator, our businesses have
unique risks that are specific to our industry. We recognise the fact that these risks must be
effectively managed to ensure the long-term growth and enhancement of shareholder value. As
such, the Group adopts a comprehensive risk management framework that includes effective risk
management policies, visible objectives, clear lines of responsibility and accountability as well as an
efficient framework of procedures and reporting guidelines. Our risk management system is also
linked to the Group’s internal control system, thus providing us an efficient and reliable decision
making tool.

The 2009 Risk Register was approved by the Board of Directors in April 2009 for
adoption by the Group.

Risk Management Policy


The Group’s Risk Management Policy advocates that adequate and effective risk
management processes and practices be set in place to enable us to achieve our
business objectives. It also provides a reasonable assurance to the Board and other
stakeholders of the adequacy of the state of internal control of the Group and our
ability to increase shareholder value and confidence.

Key Objectives of the Policy


Our Risk Management Policy aims to enhance the decision making process within
the Group in order for our strategic objectives to be fulfilled. It also aims to optimise
returns to shareholders while taking into account the interests of other
stakeholders.

The Policy ensures we undertake appropriate and timely responses to changes in


the operating environment that may impact the Group’s ability to achieve its
objectives. It seeks to improve the Group’s operating performance and to reduce
the risk of material misstatement in official announcements and financial
statements.

It helps create a risk-attuned environment to safeguard the Group’s assets and helps
us maintain our reputation. Finally, it ensures we are continuously in compliance
with corporate governance best practices and the relevant laws including Bursa
Malaysia’s Listing Requirements.

128 PLUS Expressways Berhad Annual Report 2008


Enterprise Risk Management continued

Risk Management Structure Role of the Risk Management Steering


The following diagram outlines the risk management structure Committee
that is in place at PLUS Expressways. The Risk Management Steering Committee (“RMSC”) is chaired
by the Managing Director. Its members are appointed from
the senior management team and its covers all divisions and
relevant departments. The RMSC is to review the validity of
PLUS Expressways Board of Directors the identified risks and ensure that actions to mitigate the
risks are being implemented.

The RMSC is also responsible for the following activities:


• Agreeing on the procedures and reporting formats of the
PLUS Expressways Audit Committee
risk management processes;
• Reviewing the adequacy and effectiveness of the risk
management framework;
• Undertaking regular “gap analysis” in order to identify
Risk Management Steering Committee gaps in internal controls;
• Ensuring the Board and Management receive adequate
and appropriate information for purposes of decision
making and review respectively;
Risk Management Working Committee • Communicating and providing a reference point for
dissemination and feedback on the Group risk management
policy and procedures;
• Commissioning, where required, special projects to
investigate, develop or report on special aspects of the
Role of the Board of Directors
risk management processes of the Group; and
The Board is tasked with sanctioning the Group’s risk
• Presenting risk progress reports on risk management to
management objectives and policy. It is to provide stewardship
the Audit Committee and Board.
by identifying and acknowledging the principal risks identified
by the Risk Management Steering Committee and ensuring
the implementation of an appropriate system to manage
Role of the Risk Management Working
these risks. The Board also reviews the adequacy and integrity
Committee (“RMWC”)
of our internal controls and management information system
to ensure compliance with the applicable laws, regulations, The Risk Management Working Committee (“RMWC”) is
rules, directives and guidelines. The Board also considers the chaired by a Risk Management Coordinator (Chairman) and
nature and extent of risk acceptable to the Group as well as its members include Heads of Divisions and Heads of
evaluates the risk implications. Departments covering all areas.

The RMWC is tasked with reviewing changes to risk,


Role of the Audit Committee highlighting any new risk that may arise, and updating the
risk register accordingly. It is responsible for the following
The Audit Committee’s role is to implement and support the
activities:
overseeing function of the Board’s role in risk management.
It reviews the Risk Management Steering Committee’s • Recommending procedures and reporting formats on the
periodic reports as well as highlights any changes to the risk management process;
Group’s risk profile. • Preparing risk progress reports;

129 PLUS Expressways Berhad Annual Report 2008


Enterprise Risk Management continued

• Preparing and recommending the risk management • Discussing and recommending solutions on risk
framework; management issues and procedures that can be
• Communicating the extent and categories of risk for the implemented or incorporated by any function of the
Group to the RMSC; Group to the RMSC.

• Considering new entries for the risk register from the


time of the last review and updating entries of the last
reported register;

Risk Management Process


There are six steps within the risk management process. Within each stage, there are distinct decisive factors to consider
before the next stage is reached:

Figure 1
Risk Management Framework Diagram Step 2: Risk Identification
• Identify internal and
Step 1: Determine policy, objectives external forces of risk
and define risk • Recognise risk areas Step 3: Risk Assessment
• Corporate risk management policy • Type of risks • Likelihood
• Key objective for risk management • Impact
• Define risk • Overall risk rating matrix
• Acceptable appetite for risk

COMMUNICATION
Step 4: Risk Evaluation &
Internal Control Prioritisation
Step 6: Monitor and • Identify acceptable or
Review Risks unacceptable risks
• Frequent reviews • Prioritise risk for treatment
• Strategy
• Environment and
organisation Step 5: Risk Management or
Treatment
• Accept
• Avoid
• Transfer
• Reduce likelihood and/or impact

A structured framework approach to risk management that Conclusion


incorporates all the necessary steps was developed. These The Board is of the opinion that the Group’s Risk Management
steps are depicted in Figure 1 above and described in the System is effective and functioning adequately, and that
following pages. 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 objective.

130 PLUS Expressways Berhad Annual Report 2008


Code of Business Ethics

The Group is committed to maintaining the highest standards of business ethics. As our employees
serve the public in our daily operations, it is imperative that they conduct themselves in a manner
that reflects the Company’s values. Responsible and transparent behaviour on the part of our
employees also helps enhance the Group’s reputation while building goodwill with the public. To
avoid any reputational risk, we have embarked on a series of initiatives that sets the foundation for
strong ethical and responsible behaviour in our organisation.

Code of Conduct
Our Code of Conduct (“the Code”) governs the professional conduct of our
employees and outlines their responsibilities to the Group in performing their
duties. The various policies and guidelines within the Code spell out the standards
and ethics that all employees are expected to adhere to in the course of their work.
It highlights the Group’s expectations of their professional conduct which includes
good attendance, punctuality and appearance, and prohibits instances of alcohol
and drug abuse as well as sexual harassment.

The Code of Ethics within the Code covers issues pertaining to employee commitment
and confidentiality, insubordination and inefficiency, public statements and
appearances, and conflicts of interest. The Code of Ethics also touches upon issues
such as gifts or favours, entertainment, personal solicitation and graft.

The Code is designed to maintain discipline and order in the work place among
employees of all levels. It also sets out the circumstances in which such employees
would be deemed to have breached the Code and the disciplinary actions that can
be taken against them.

Whistle Blower Policy


A Whistle Blower Policy was introduced in 2009 to provide a platform for employees
to report instances of unethical behaviour, actual or suspected fraud or dishonesty,
or a violation of the Company’s Code of Conduct or Ethics Policy.

The Whistle Blower Policy includes protection for the whistleblowers from any
reprisals as a direct consequence of making such disclosures. It also covers the
procedures for disclosure, investigation and the respective outcomes of such
investigations.

The Group expects its employees to act in the Group’s best interests and to maintain
high principles and ethical values. The Group will not tolerate any irresponsible or
unethical behaviour that would jeopardise its good standing and reputation.

131 PLUS Expressways Berhad Annual Report 2008


Statement of Internal Control

The Board of Directors (“Board”) acknowledges and believes in the importance of sound internal
control and risk management practices to enable good corporate governance. Taking cognizance of
the above, the Board assures that the said practices are implemented on Group wide basis including
local and overseas subsidiaries. The Board is ultimately responsible for the overall system of internal
control and risk management, which includes the establishment of an appropriate system as well
as the review of its effectiveness and integrity.

In view of the limitations inherent in any system of internal control, such a system
is designed to mitigate rather than eliminate risks of failure to achieve corporate
objectives. Accordingly, the system can provide only reasonable and not absolute
assurance against material error, misstatements or loss. The systems of internal
control covers, inter alia, risk management, financial, operational and compliance
controls.

Key elements of the Group’s internal control system, including the processes in
place to review its adequacy, are as follows:

Organisational Structure
The Group has a well-defined organisational structure that is aligned to its business
and operational requirements and each strategic operating function is headed by a
responsible Divisional Head. Clear lines of accountability and responsibility, approval,
authorisation, and control procedures have been laid down and communicated
throughout the Group.

Control Environment
The internal control mechanism is embedded in the various work processes and
procedures at appropriate levels in the Group. The work processes and procedures
are documented in various Standard Operating Manuals. A structure for an
organisation wide control has been established. Continuous efforts are undertaken
by the heads of departments to review and update the manuals regularly or when
it is deemed necessary.

Human Resource Management


Formal appraisals guided by Key Performance Index (“KPI’s”) parameters provide a
framework to translate and align the strategy of human capital development to the
PLUS Expressways Berhad Group Strategic Plan and is being used as a performance
measurement tool. The Company continued to emphasise on the talent and
competencies of employees through the recruitment strategic tools and continuous
training and development. Through the KPI’s parameters and Training Needs
Analysis (“TNA”), employees’ competencies and gaps are being properly addressed
and suitable training programme identified to expand on the competencies.

132 PLUS Expressways Berhad Annual Report 2008


Statement of Internal Control continued

Insurance and Physical Safeguards Its terms of reference together with the Audit Committee
The Group undertakes adequate insurance and physical Report are disclosed in pages 135 to 138 of this Annual
safeguard on assets in place to ensure that the assets are Report.
sufficiently covered against any mishap that will result in
material losses to the Group.
Internal Audit Function
The Internal Audit function is performed by the Internal Audit
Business Plan and Budget Department (“IAD” or “the Department”) of PLUS Expressways
The Group undertakes a comprehensive business planning Berhad. The Audit Committee acknowledges that an
and budgeting process each year, to establish goals and independent and adequately resourced internal audit function
targets against which performance is monitored on an is required to provide assurance on the effectiveness of the
ongoing basis. The Board participates in the review and system of the internal control. In financial year 2003, an
approval of the Business Plan and Budget. A monthly Internal Audit Charter which includes the structure to support
reporting and review of financial results and forecast has Internal Audit Function’s independence, was approved by the
been established and is consistently practised. The quarterly Audit Committee.
performance against budget is presented to the Board
periodically. The IAD primarily acts as an assurance unit which reviews the
effectiveness of the system of internal control, highlighting
any areas for improvement and subsequently monitors the
Authority Levels implementation of its recommendations. In discharging its
responsibilities, IAD exercises impartiality, proficiency and
The Group has documented its Discretionary Authority Limits
professionalism. The IAD is guided by the Annual Internal
(“DAL”) which clearly define the lines of authority and
Audit Plan which is approved by the Audit Committee on a
responsibility in making operational and commercial business
yearly basis. The risk-based plan is developed to cover key
decisions. Approving authorities cover various levels of
operational and financial activities that are significant to the
management and includes the Board. The DAL is reviewed
overall performance of the Group.
regularly and any amendments made to the DAL must be
considered and approved by the Board.
The Department also conducts special audits on an ad-hoc
basis based on specific requests either by the Audit Committee
or the Senior Management. Besides that, the Department
Information and Communication
works closely with the External Auditors to resolve any
While the management is responsible to ensure proper control issues raised by the External Auditors. In year 2008,
implementation of internal control procedures, the Board can fourteen (14) audits out of fifteen (15) planned audits based
request to review the state of internal controls as it deems on the 2008 Annual Internal Audit Plan have been finalised.
necessary. The Board can request for information and The remainder one (1) audit was finalised in April 2009. All of
clarification from management as well as to seek inputs from the fourteen (14) completed internal audit reports have been
the Audit Committee, external and internal auditors, and presented to the Audit Committee. Audits undertaken by the
other experts, and any resultant costs shall be borne by the Department during the year has covered the areas of
Group. operations, maintenance, financial, customer service and
legal issues. There were no material or significant control
weaknesses encountered after the completion of the audits.
Audit Committee
The Audit Committee has been established by the Board The Head of IAD is Abdullah Hashim who holds a Bachelor in
since year 2002. The Audit Committee comprises four (4) Accounting from Universiti Malaya and a Master of Business
members of the Board, all of whom are independent Administration from London South Bank University. He is a
directors. Chartered Accountant of the Malaysian Institute of

133 PLUS Expressways Berhad Annual Report 2008


Statement of Internal Control continued

Accountants and a Chartered Member of the Institute of A summary of compliance audits, spot checks and fraud
Internal Auditors. He is also currently completing the final cases investigation performed by RAD in 2008 are as
part of the Certified Internal Auditor qualification. Abdullah follows:
has tendered his resignation in December 2008 and serves
Compliance Spot Fraud
his notice until 3 March 2009. Effective 1 March 2009, Mohd
Regions Audits Checks Cases
Halmi Mohd Hassan is the new Head of IAD.
Northern 11 10 2
As at 31 December 2008, the Department consist of twelve Central 14 23 1
(12) auditors including the Head of Department. The
Department has a composite experience of 62 years in Southern 13 15 3
auditing and have a wide range of experience from relevant Total 38 48 6
industries. The total cost incurred by the Department for
2008 was RM736,377. Compliance audits covered all plazas located along PLUS,
ELITE, LINKEDUA and BKE expressways. Spot checks were
A Quality Assessment Review (“QAR”) has been conducted by conducted at selected toll plazas based on the plazas’ risk of
the Institute of Internal Auditors Malaysia (“IIAM”) in August fraudulent activities and whether their toll transactions
2008 to assess the Department’s compliance to the displayed any anomalies.
International Standards for the Professional Practice of
Internal Auditing (“Standards”). Based on the QAR report, the As at 31 December 2008, the total headcount for RAD stood
Department has complied with the relevant requirements of at twenty (20) comprised of eleven (11) executives and nine
the Standards. (9) non-executives. The total cost incurred for 2008 was
RM1,777,736.

Revenue Assurance Department The Board confirms that the system of internal controls of
Revenue Assurance Department (“RAD”) objectives are to PEB Group was in place during the financial year. The system
evaluate the effectiveness and efficiency of existing internal is subject to regular review by the Board.
controls for toll operations, recommend enhancement to the
internal controls where necessary and to minimise or eliminate
the risk of internal toll fraud. Management Control Policy
On 27 February 2008, the Group has introduced the
In achieving the above objectives, RAD assesses and monitors Management Control Policy that clarifies the responsibilities
the level of compliance to toll operations policy and of the Management with regards to internal controls. This
procedures and conducts frequent spot checks at selected policy shall serve as a guideline to be implemented within
toll plazas. RAD conducts compliance audit on toll procedures the Group.
by reviewing documentations on historical toll transactions.
RAD also analyses traffic volume and toll collection using
Computer Aided Audit Tools (“CAAT”) to identify any Review of the Statement by External
anomalies in toll transactions as a guide for selecting toll Auditors
plazas for spot checks purposes.
The external auditors have reviewed this statement on
Internal Control for the inclusion in the annual report of Plus
In the event of suspected fraudulent practices, RAD will
Expressways Berhad for the year ended 31 December 2008
initiate fraud investigations which include verification of toll
and reported to the Board that nothing has come to their
transactions documentation as well as toll transactions
attention that causes them to believe that the statement is
validity using the Close Circuit Television (“CCTV”) image
inconsistent with their understanding of the process adopted
recordings of toll lanes.
by the Board in reviewing the adequacy and integrity of the
system of internal controls.

134 PLUS Expressways Berhad Annual Report 2008


Audit Committee Report

1 Members 2 Constitution
Geh Cheng Hooi The Audit Committee (“the Committee”) of PLUS Expressways Berhad (“PLUS
Chairman Expressways” or “the Company”) was established by the Board of Directors
Senior Independent Non- (“Board”) on 22 May 2002.
Executive Director and a
member of the Malaysian
Institute of Certified Public 3 Meetings
Accountants (“MICPA”) Five (5) meetings were held during the financial year ended 31 December 2008.
Details of attendance of the members at the respective Audit Committee
Datuk K. Ravindran meetings were as follows:
Member
Independent Non-Executive Name of Audit Committee Member No. of Meetings Attended
Director
Geh Cheng Hooi 3/5
YM Professor DiRaja Ungku Datuk K. Ravindran 5/5
Abdul Aziz Ungku Abdul
Hamid YM Professor DiRaja Ungku Abdul Aziz 4/5
Member Ungku Abdul Hamid
Independent Non-Executive
Quah Poh Keat 5/5
Director

Quah Poh Keat Senior Management including the Managing Director, the Head of the Internal
Member Audit Department and the representatives from the external auditors had
Independent Non-Executive participated in deliberations on relevant items at the Audit Committee meetings
Director and a member of the conducted during the year under review at the invitation of the Audit
Malaysian Institute of Certified Committee.
Public Accountants (MICPA)
and the Malaysian Institute of
Accountants (MIA) 4 Composition and Terms of Reference
4.1 Composition of the Audit Committee
The Audit Committee shall be appointed by the Board from amongst its
members. In selecting the Audit Committee, the following requirements
must be fulfilled:

a The Audit Committee must be composed of no fewer than three (3)


members.

b A majority of the Audit Committee must be Independent Directors.

c At least one member of the Audit Committee must be a member of


the Malaysian Institute of Accountants (“MIA”) or must possess any
other equivalent qualifications recognised by the MIA.

135 PLUS Expressways Berhad Annual Report 2008


Audit Committee Report continued

d No alternate director shall be appointed as a 4.4 Duties and Responsibilities of the Audit
member of the Audit Committee. The members Committee
of the Audit Committee shall then elect a The following are the main duties and responsibilities
Chairman from amongst themselves who shall of the Audit Committee:
be an Independent Director. All members of
4.4.1 Recommend to the Board the appointment
the Audit Committee, including the Chairman,
and annual re-appointment of the external
will hold office as long as they serve as
auditors and their audit fee, including non-
Directors of the Company. The Board must
audit services, after taking into consideration
review the performance of the Committee as a
the independence and objectivity of the
whole and each of its member’s performance
external auditors and the cost effectiveness
at least once in every three (3) years to
of their audit services.
determine whether the Committee has carried
out its duties in accordance with its terms of 4.4.2 Discuss with the external auditors before the
reference. audit commences the nature and scope of
the audit, the audit plan and ensure
4.2 Secretaries of the Audit Committee (“Committee co-ordination where more than one audit
Secretaries”) firm is involved.
The Company Secretaries of the Company or his/
4.4.3 Review the quarterly interim results and
her/their representative shall be the Secretaries of
annual financial statements of PLUS
the Audit Committee.
Expressways and its subsidiaries (“Group”)
prior to approval by the Board whilst
4.3 Objectives of the Audit Committee
ensuring that they are prepared in
The objective of the Audit Committee is to assist
compliance with all relevant accounting
the Board in discharging its responsibilities by
standards and other relevant regulatory
reviewing the adequacy and integrity of the
requirements and, are promptly published.
Company’s and Group’s internal control systems
and management of information systems, including 4.4.4 Discuss matters raised from the interim and
systems for compliance with applicable laws, final financial results and any matters the
regulations, rules, directives and guidelines. external auditors may wish to discuss in the
absence of the Management, where
Furthermore, the Audit Committee shall provide a necessary.
line of communication between the Board and the 4.4.5 Review the external auditors’ management
external auditors. letter and management’s response.

In addition, the Audit Committee needs to 4.4.6 Review whether assistance and co-operation
encourage high standards of corporate disclosure are adequately and promptly given by the
and transparency. The Audit Committee will Group’s officers to the external and internal
endeavour to adopt certain practices aimed at auditors.
maintaining appropriate standards of corporate 4.4.7 Review the adequacy of the competency of
responsibility, integrity and accountability to the the internal audit function and whether
Company’s shareholders. the Internal Audit Department (“IAD”) is
adequately resourced and has an appropriate
standing within the Group.

136 PLUS Expressways Berhad Annual Report 2008


Audit Committee Report continued

4.4.8 Evaluate the adequacy of standards of e Be able to obtain independent professional or


internal controls and financial reporting of other advice and to invite third parties with
the Group. relevant experience and expertise to attend
and brief the Audit Committee during the
4.4.9 Appraise the performance of the head of
meetings (if required);
IAD and review the appraisals of senior staff
members of IAD. f The right to invite any other Director or
employee of the Group to attend the Audit
4.4.10 Approve any appointment or termination of
Committee meetings at its discretion;
the head of IAD and senior staff members of
IAD and review any resignations of other g Be able to convene meetings with external
staff members of IAD and provide resigning auditors without the presence of the executive
staff members an opportunity to submit board members, whenever deemed necessary;
reasons for resigning, where necessary. and

4.4.11 Consider the major findings of internal audit h Where the Audit Committee is of the view that
investigations and the management’s a matter reported by it to the Board of
response. Directors has not been satisfactorily resolved
resulting in a breach of the Listing Requirements
4.4.12 Review any related party transactions and
of Bursa Malaysia Securities Berhad (“Bursa
conflict of interest situation that may arise
Malaysia”), the Audit Committee must promptly
within the Company or the Group and
report such matter to Bursa Malaysia.
ensure that such transactions are undertaken
at arm’s length, on normal commercial terms
4.6 Frequency of Meetings
which are not more favourable to the related
The Audit Committee shall hold a minimum of 4
parties other than those generally available
meetings in a financial year. The number of Audit
to the public and are not to the detriment
Committee meetings held in a financial year and
of the minority shareholders of the Group
the details of attendance of each individual member
and in the best interest of the Group.
in respect of meetings held shall be disclosed
4.4.13 Consider other issues as defined by the annually.
Board.
The Audit Committee meetings shall be chaired by
4.5 Powers of the Audit Committee the Chairman of the Audit Committee or in the
In carrying out its duties and responsibilities, the absence of the Chairman, another member who is
Audit Committee shall have the following an Independent Director nominated by the Audit
authorities: Committee members. The quorum for the meeting
of the Audit Committee shall be 2 members the
a Explicit authority to investigate any matter
majority of whom must be Independent Directors.
within its terms of reference;
The Chairman also has the discretion to call for
b The resources required to perform its duties; additional meetings at any time, as he deems
c Full and unrestricted access to any information, necessary.
records, properties and personnel of the
Group; The Audit Committee shall meet at least twice in a
year with the external auditors without the presence
d Direct communication channels with the of the management.
external auditors and person(s) carrying out
the internal audit functions or activity (if any);

137 PLUS Expressways Berhad Annual Report 2008


Audit Committee Report continued

The Committee Secretaries or his/her/their 9 Reviewed the Internal Audit Charter of the Internal
representative shall attend each Audit Committee Audit Department of the Group.
meeting and record the proceedings of the
10 Reviewed the assistance given by the employees in
meetings.
the Group to the external auditors.

The meetings were appropriately structured through the


5 Activities
use of agendas and Audit Committee Papers, which
In line with the terms of reference of the Audit were distributed to members with sufficient
Committee, the following activities were carried out by notification.
the Audit Committee during the financial year ended
31 December 2008, in discharging its functions:

1 Reviewed with the external auditors the results of 6 Internal Audit Functions
the annual financial audit, the audited financial The IAD of the Group supports the Audit Committee in
statements and the management letter. discharging its duties and responsibilities, giving
assurance that adequate, efficient and effective internal
2 Reviewed the quarterly unaudited financial result
controls system is in place. The principal role of IAD is to
and related announcements and recommended
undertake an independent, regular and systematic
these to the Board for consideration and approval.
review of the system of internal controls so as to provide
The review is to ensure compliance with the Bursa
reasonable assurance that such a system continues to
Malaysia Listing Requirements, applicable
operate satisfactorily and effectively.
accounting standards and other relevant legal and
regulatory requirements.
It is the responsibility of the IAD to provide the Audit
3 Recommended for the Board’s consideration the Committee with independent and objective reports on
re-appointment of external auditors and the audit the state of the internal controls of the various operating
fees. divisions within the Group, and the extent of compliance
of the divisions with the Group’s established policies
4 Reviewed the scope of work and the audit plans of
and procedures as well as relevant statutory
the external and internal auditors.
requirements.
5 Reviewed the internal audit reports presented by
IAD and discussed on management’s actions taken Further details of the activities of the IAD are set out in
to improve the system of internal control and any Statement on Internal Control on pages 132 to 134.
outstanding matters.

6 Reviewed and recommended to the Board for


consideration and approval the Risk Management 7 External Auditors
Progress Reports. The Audit Committee continues to monitor the
performance of the external auditors to ensure that the
7 Reviewed the related party transactions and
external auditors are independent, objective and
recommended to the Board for consideration and
effective in carrying out their duties.
approval.

8 Met twice with the external auditors during the


year, without the presence of the management.

138 PLUS Expressways Berhad Annual Report 2008


Management Control Policy

1.0 Management Control Policy 3.0 Key Control Activities


This document is intended to clarify the responsibilities 3.1 Controlling is a function of management and is an
of the Management with regards to internal controls. integral part of the overall process of managing
operations. As such, it is the responsibility of
managers at all levels of the organisation to:
2.0 Management Responsibilities
3.1.1 Identify and evaluate the exposures to
2.1 Management is charged with the responsibility for loss(es) which relate to their particular
establishing a network of processes with the spheres of operations.
objective of controlling the operations of PLUS
Expressways Group in a manner which provides the 3.1.2 Specify and establish policies, plans, and
board of director’s reasonable assurance that: operating standards, procedures, systems,
and other disciplines to be used to minimise,
2.1.1 Data and information published either mitigate, and/or limit the risks associated
internally or externally is accurate, reliable, with the exposures identified.
and timely.
3.1.3 Establish practical controlling processes that
2.1.2 The actions of directors, officers and require and encourage directors, officers
employees are in compliance with the and employees to carry out their duties and
organisation’s policies, standards, plans and responsibilities in a manner that achieves
procedures, and all relevant laws and the control objectives outlined in the
regulations. preceding paragraph.
2.1.3 The company’s resources (including its 3.1.4 Maintain the effectiveness of the controlling
people, systems, data/information bases, processes they have established and foster
and customer goodwill) are adequately continuous improvement to these
protected. processes.
2.1.4 Resources are acquired economically and 3.1.5 Ensure that appropriate corrective actions
employed profitably; quality business are undertaken to effectively address internal
processes and continuous improvement are control breakdowns identified by company’s
emphasised. officers and employee, Internal Audit
2.1.5 Quality business and operational processes function, external auditors, regulatory bodies
are maintained, and continuous improvement or other outside advisors commissioned by
initiatives are emphasised; and the Management or the Board of Directors.

2.1.6 The company’s plans, programs, goals, and


objectives are achieved.

139 PLUS Expressways Berhad Annual Report 2008


141 Directors’ Report
146 Statement by Directors
146 Statutory Declaration
147 Independent Auditors’ Report
149 Income Statements
150 Balance Sheets
152 Statements of Changes in Equity
154 Cash Flow Statements
156 Notes to the Financial Statements
Directors’ Report

The Directors present their annual report together with the audited financial statements of the Group and of the Company
for the year ended 31 December 2008.

PRINCIPAL ACTIVITIES
The principal activities of the Company are investment holding and provision of expressway operation services.

The Company is principally engaged in the highway concession services through its subsidiaries:
(i) Projek Lebuhraya Utara-Selatan Berhad (“PLUS”); PLUS is involved in the operation and maintenance of a tolled expressway
network comprising the North-South Expressway (“NSE”), the New Klang Valley Expressway (“NKVE”), a section of Federal
Highway Route 2 (“FHR2”) between Subang and Klang, and the Seremban-Port Dickson Highway (“SPDH”) in Peninsular
Malaysia.
(ii) Expressway Lingkaran Tengah Sdn Bhd (“ELITE”); ELITE undertakes the operation, maintenance and toll collection of the
North-South Expressway Central Link (“NSECL”).
(iii) Linkedua (Malaysia) Berhad (“LINKEDUA”); LINKEDUA undertakes the operation, maintenance and toll collection of the
Malaysia-Singapore Second Crossing (“MSSC”).
(iv) Konsortium Lebuhraya Butterworth-Kulim (KLBK) Sdn Bhd (“KLBK”); KLBK is engaged in the operation, maintenance and
toll collection of the Butterworth-Kulim Expressway (“BKE”).

PEB has four foreign subsidiaries namely PLUS Kalyan (Mauritius) Private Limited (“PLUS Kalyan”) in Port Louis, Mauritius, PLUS
BKSP Toll Limited (“PLUS BKSP”) in Kanpur, India, PT Lintas Marga Sedaya (“LMS”) in Indonesia and PT Cimanggis-Cibitung
Tollways (“CCTW”) in Indonesia.

Save and except for PLUS Kalyan, all its foreign subsidiaries are highway concessionaires on a build, operate and transfer basis
(“BOT”). The principal activities of PLUS Kalyan is investment holding.

There have been no significant changes in the nature of the principal activities during the financial year.

The Company completed the acquisition of KLBK on 13 March 2008, and completed the subscription of 60% shares of CCTW,
a company incorporated in Indonesia, on 27 December 2008, and the details are disclosed in Note 43 to the financial
statements.

FINANCIAL RESULTS
GROUP COMPANY
RM’000 RM’000

Profit before tax 1,515,702 809,015


Income tax expense (435,662) 1,184

Profit for the year 1,080,040 810,199

Attributable to:
Equity holders of the Company 1,079,333 810,199
Minority interests 707 —

1,080,040 810,199

141 PLUS Expressways Berhad Annual Report 2008


Directors’ Report continued

FINANCIAL RESULTS (continued)


There were no material transfers to or from reserves or provisions during the financial year other than as disclosed in the
Statements of Changes in Equity.

In the opinion of the Directors, the results of the operations of the Group and of the Company during the financial year have
not been substantially affected by any item, transaction or event of a material and unusual nature.

DIVIDENDS
The amount of dividends paid by the Company since 31 December 2007 were as follows:

2008
RM’000

Final tax exempt dividend for the year ended 31 December 2007 of 8.0 sen per ordinary share
declared on 18 June 2008 and paid on 16 July 2008 400,000

Interim single tier dividend for the year ended 31 December 2008 of 6.5 sen per ordinary share
declared on 21 August 2008 and paid on 23 September 2008 325,000

725,000

At the forthcoming Annual General Meeting, a final single tier dividend in respect of the financial year ended 31 December
2008 of 9.5 sen per ordinary share of RM0.25 each, amounting to a total dividend payable of RM475 million will be proposed
for shareholders’ approval. The financial statements for the current financial year do not reflect this proposed dividend. Such
dividend if approved by the shareholders, will be accounted for in shareholders’ equity as an appropriation of retained profits
in the financial year ending 31 December 2009.

DIRECTORS
The names of the Directors of the Company in office since the date of the last report and at the date of this report are:

Tan Sri Dato' Mohd Sheriff bin Mohd Kassim


Dato' Ahmad Pardas bin Senin
Noorizah binti Hj Abd Hamid
Geh Cheng Hooi
YM Professor DiRaja Ungku Abdul Aziz bin Ungku Abdul Hamid
Hassan bin Ja'afar
Dato' Mohamed Azman bin Yahya
Tan Sri Razali bin Ismail
Datuk K. Ravindran s/o C. Kutty Krishnan
Quah Poh Keat
Datuk Seri Panglima Mohd Annuar bin Zaini (appointed with effect from 19 December 2008)
Abdul Farid bin Alias (resigned with effect from 31 December 2008)

142 PLUS Expressways Berhad Annual Report 2008


Directors’ Report continued

DIRECTORS (continued)
In accordance with Article 76 of the Company’s Articles of Association, Tan Sri Dato’ Mohd Sheriff bin Mohd Kassim, Dato’
Ahmad Pardas bin Senin and Puan Noorizah binti Hj Abd Hamid shall retire at the forthcoming Annual General Meeting and
being eligible, offer themselves for re-election.

In accordance with Article 83 of the Company’s Articles of Association, Datuk Seri Panglima Mohd Annuar bin Zaini shall retire
at the forthcoming Annual General Meeting and being eligible, offers himself for re-election.

In accordance with Section 129(2) of the Companies Act 1965, YM Professor DiRaja Ungku Abdul Aziz bin Ungku Abdul Hamid,
Geh Cheng Hooi and Tan Sri Razali bin Ismail having already attained the age of 70, shall vacate the office of Director of the
Company. However, pursuant to Section 129(6), they may be re-appointed by resolutions passed by a majority of not less than
three-fourth of such number of shareholders of the Company entitled to vote at a general meeting of the Company. The
appointment to hold office shall be until the next Annual General Meeting of the Company. The resolutions to re-appoint
them as Directors of the Company will be proposed at the forthcoming Annual General Meeting.

DIRECTORS’ BENEFITS
Neither at the end of the financial year, nor at any time during the year, did there subsist any arrangement to which the
Company was a party, whereby the Directors might acquire benefits by means of acquisition of shares in, or debentures of
the Company or any other body corporate.

Since the end of the previous financial year, no Director has received or become entitled to receive any benefits (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 disclosed in Note 10 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 the Director is a member or with a company
in which the Director has a substantial financial interest, required to be disclosed by Section 169(8) of the Companies Act
1965.

DIRECTORS’ INTEREST
According to the register of Directors’ shareholdings to be kept under section 134 of the Companies Act, 1965, the interest
of Directors in office at the end of the financial year in shares in the Company and its related corporation during the financial
year were as follows:
The Company
Number of Ordinary Shares of RM0.25 each
As at During the year As at
1/1/2008 Bought Sold 31/12/2008

Direct Interest
Tan Sri Dato' Mohd Sheriff bin Mohd Kassim 60,000 — — 60,000
Dato' Ahmad Pardas bin Senin 20,000 — — 20,000
Noorizah binti Hj Abd Hamid 20,000 — — 20,000
Geh Cheng Hooi 40,000 — — 40,000
YM Professor DiRaja Ungku Abdul Aziz bin Ungku Abdul Hamid 40,000 — — 40,000
Hassan bin Ja'afar 40,000 — — 40,000
Dato' Mohamed Azman bin Yahya 40,000 — — 40,000
Tan Sri Razali bin Ismail 40,000 — — 40,000
Datuk K. Ravindran s/o C. Kutty Krishnan 40,000 — — 40,000

143 PLUS Expressways Berhad Annual Report 2008


Directors’ Report continued

DIRECTORS’ INTEREST (continued)


UEM World Berhad
Number of Ordinary Shares of RM1.00 each
As at During the year As at
1/1/2008 Bought Accepted Sold 31/12/2008

Direct Interest
Tan Sri Dato' Mohd Sheriff bin Mohd Kassim 567,800 — — (567,800)* —
Dato' Ahmad Pardas bin Senin 5,240,000 — 540,000ℓ (5,780,000)** —
Noorizah binti Hj Abd Hamid 964,000 — 162,000ℓ (1,126,000) —

ℓ In respect of UEM World Berhad's Employee Equity Scheme allocation under the performance scheme.

UEM Land Holdings Berhad


Number of Ordinary Shares of RM0.50 each
As at During the year As at
1/1/2008 Bought Accepted Sold 31/12/2008

Direct Interest
Tan Sri Dato’ Mohd Sheriff bin Mohd Kassim — — 666,000* — 666,000
Dato’ Ahmad Pardas bin Senin — 1,250,000 1,250,000** — 2,500,000

* 666,000 ordinary shares of RM0.50 each in UEM Land Holdings Berhad issued to replace the 567,800 UEM World Berhad
shares held pursuant to the distribution of the dividend-in-specie by UEM World Berhad
** Include balance of 1,000,000 shares in UEM World Berhad which was exchanged for 1,250,000 ordinary shares of RM0.50
each in UEM Land Holdings Berhad arising from the distribution of the dividend-in-specie by UEM World Berhad

HOLDING COMPANY
The Directors regard UEM Group Berhad (“UEM”), a company incorporated in Malaysia which owns 40.21% of the Company’s
equity as at 31 December 2008, as the immediate holding company.

OTHER STATUTORY INFORMATION


(a) Before the financial statements 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 there were no known bad debts and that no allowance
for doubtful debts is necessary; and

(ii) to ensure that any current assets which were unlikely to realise their value as shown in the accounting records in
the ordinary course of business had been written down to an amount which they might be expected so to realise.

144 PLUS Expressways Berhad Annual Report 2008


Directors’ Report continued

OTHER STATUTORY INFORMATION (continued)


(b) At the date of this report, the Directors are not aware of any circumstances which would render:
(i) it necessary to write off any debts or to make any allowance in respect of the financial statements of the Group and
of the Company; and
(ii) the values attributed to 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 and liabilities of the Group and of the Company misleading or
inappropriate.

(d) At the date of this report, the Directors are not aware of any circumstances not otherwise dealt with in this report or the
financial statements of the Group and of the Company which would render any amount stated in the financial statements
misleading.

(e) As at the date of this report, there does not exist:


(i) any charge on the assets of the Group and of the Company which has arisen since the end of the financial year
which secures the liabilities of any other person; or
(ii) any contingent liability in respect of the Group and of the Company which has arisen since the end of the financial
year.

(f) In the opinion of the Directors:


(i) no contingent liability or other liability has become enforceable or is likely to become enforceable within the period
of twelve months after the end of the financial year which will or may affect the ability of the Group and of the
Company to meet its 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 year and the date of this report which is likely to affect substantially the results of the Group and of the
Company for the financial year in which this report is made.

SIGNIFICANT EVENTS
Significant events during the year are disclosed in Note 43 to the financial statements.

AUDITORS
The auditors, Ernst & Young, have expressed their willingness to accept reappointment.

Signed on behalf of the Board in accordance with a resolution of the Directors,

TAN SRI DATO' MOHD SHERIFF BIN MOHD KASSIM NOORIZAH BINTI HJ ABD HAMID

Kuala Lumpur, Malaysia


26 February 2009

145 PLUS Expressways Berhad Annual Report 2008


STATEMENT BY DIRECTORS
PURSUANT TO SECTION 169(15) OF THE COMPANIES ACT 1965

We, TAN SRI DATO’ MOHD SHERIFF BIN MOHD KASSIM and NOORIZAH BINTI HJ ABD HAMID, being two of the Directors of
PLUS EXPRESSWAYS BERHAD, do hereby state that in the opinion of the Directors, the financial statements set out on pages
149 to 233 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 year then ended.

Signed on behalf of the Board in accordance with a resolution of the Directors,

TAN SRI DATO’ MOHD SHERIFF BIN MOHD KASSIM NOORIZAH BINTI HJ ABD HAMID

Kuala Lumpur, Malaysia


26 February 2009

STATUTORY DECLARATION
PURSUANT TO SECTION 169(16) OF THE COMPANIES ACT 1965

I, ANNUAR MARZUKI BIN ABDUL AZIZ, being the Officer primarily responsible for the financial management of PLUS
EXPRESSWAYS BERHAD, do solemnly and sincerely declare that the financial statements set out on pages 149 to 233 are in
my opinion correct, and I make this solemn declaration conscientiously believing the same to be true, and by virtue of the
provisions of the Statutory Declarations Act 1960.

Subscribed and solemnly declared by the abovenamed


ANNUAR MARZUKI BIN ABDUL AZIZ at
Kuala Lumpur in the Federal Territory on 26 February 2009

Before me, ANNUAR MARZUKI BIN ABDUL AZIZ

AISHAH BT SHAHUL HAMEED


Commissioner for Oaths
(No. W565)

146 PLUS Expressways Berhad Annual Report 2008


Independent Auditors’ Report
to the members of PLUS EXPRESSWAYS BERHAD
(Incorporated in Malaysia)

Report on the financial statements


We have audited the financial statements of PLUS EXPRESSWAYS 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 year then ended, and a summary of significant accounting policies
and other explanatory notes, as set out on pages 149 to 233.

Directors’ responsibility for the financial statements


Directors 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 Company’s 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 Company’s
internal control. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness
of accounting estimates made by the directors, as well as evaluating the overall presentation of the 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 their financial performance and cash flows of the Group and of the Company for
the year then ended.

147 PLUS Expressways Berhad Annual Report 2008


Independent Auditors’ Report continued

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 subsidiary 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 19 to the financial statements.

(c) We are satisfied that the accounts of the subsidiary 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 subsidiary were not subject to any qualification material to the consolidated
financial statements 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.

Ernst & Young Ahmad Zahirudin bin Abdul Rahim


AF: 0039 No. 2607/12/10 (J)
Chartered Accountants Chartered Accountant

Kuala Lumpur, Malaysia


26 February 2009

148 PLUS Expressways Berhad Annual Report 2008


INCOME STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2008

Group Company
Note 2008 2007 2008 2007
RM’000 RM’000 RM’000 RM’000

Continuing operations
Revenue 5 2,967,958 2,282,010 985,960 813,643
Direct cost of operations (879,509) (676,312) (97,875) (78,374)

Gross profit 2,088,449 1,605,698 888,085 735,269


Other income 6 152,040 206,214 4,030 3,035
General and administration expenses (70,799) (45,634) (21,376) (16,625)
Other expenses (8,789) (3,614) (5,190) (1,172)
Finance costs 7 (645,199) (454,674) (56,534) (1,591)

Profit before tax 8 1,515,702 1,307,990 809,015 718,916


Income tax expense 12(a) (435,662) (60,342) 1,184 (20,995)

Profit for the year 1,080,040 1,247,648 810,199 697,921


Attributable to:
Equity holders of the Company 1,079,333 1,247,843 810,199 697,921
Minority interests 707 (195) — —

1,080,040 1,247,648 810,199 697,921

Earnings per share attributable to equity holders of the


Company (sen) 13 21.59 24.96 16.20 13.96

Interim tax exempt dividends per ordinary share in respect


of the year (sen) 14 — 6.00

Interim single tier dividend per ordinary share in respect


of the year (sen) 14 6.50 —

Final tax exempt dividend per ordinary share in respect


of the year (sen) 14 — 8.00

Final single tier dividend per ordinary share in respect


of the year (sen) 14 9.50* —

* Proposed for shareholders’ approval at the forthcoming Annual General Meeting

The accompanying notes form an integral part of the financial statements.

149 PLUS Expressways Berhad Annual Report 2008


Balance Sheets
AS AT 31 DECEMBER 2008

Group Company
Note 2008 2007 2008 2007
RM’000 RM’000 RM’000 RM’000

ASSETS
Non-current assets
Concession assets 15 12,380,531 11,723,486 — —
Property, plant and equipment 16 47,855 45,487 13,682 11,314
Prepaid land lease payments 17 27,269 27,550 98,635 99,652
Intangible assets 18 3,667 2,824 1,632 1,085
Investments in subsidiaries 19 — — 2,284,361 2,180,800
Other investment 20 165,925 115,244 — —
Deferred tax assets 21 7,154 37,667 4,898 1,293
Toll compensation recoverable from the Government 22 1,909,498 1,392,650 — —
Amount owing by subsidiary 24 — — 85,378 —
Long term deposits 26 483 547 — —

14,542,382 13,345,455 2,488,586 2,294,144

Current assets
Toll compensation recoverable from the Government 22 104,269 — — —
Inventories 27 49 27 49
Sundry receivables, deposits and prepayments 23 57,153 58,363 6,006 32,858
Amount owing by related companies 24 13,806 8,194 74 138
Amount owing by subsidiaries 24 — — 535,823 412,442
Tax recoverable 5,575 — 5,554 —
Short term investments 25 63,389 63,322 — —
Short term deposits with licensed banks 26 2,209,124 2,378,135 6,190 4,770
Cash and bank balances 26 25,306 39,487 253 296

2,478,649 2,547,550 553,927 450,553

TOTAL ASSETS 17,021,031 15,893,005 3,042,513 2,744,697

The accompanying notes form an integral part of the financial statements.

150 PLUS Expressways Berhad Annual Report 2008


Balance Sheets continued

Group Company
Note 2008 2007 2008 2007
RM’000 RM’000 RM’000 RM’000

EQUITY AND LIABILITIES


Equity attributable to equity holders of the Company
Share capital 27 1,250,000 1,250,000 1,250,000 1,250,000
Capital reserve 28 461,138 461,138 — —
Merger reserve 29 298,834 298,834 — —
Other reserves 30 (20,312) 1,040 — 2,037
Retained earnings 31 3,687,948 3,329,186 576,903 488,920

5,677,608 5,340,198 1,826,903 1,740,957


Minority interests 19,344 9,510 — —

Total equity 5,696,952 5,349,708 1,826,903 1,740,957

Non-current liabilities
Long term financial liabilities 32 7,965,604 7,096,256 776,174 —
Long term borrowings 33(a) 1,551,694 1,486,683 — —
Amount due to Government 33(c) 38,096 38,096 — —
Amount owing to immediate holding company 24 6,885 6,885 — —
Amount owing to subsidiary 24 — — 86,850 88,850
Other long term payables 59 65 — —
Retirement benefits 36 14,071 12,822 — —
Deferred liabilities 37 125,737 51,441 — —
Deferred tax liabilities 21 388,239 11,494 — —

10,090,385 8,703,742 863,024 88,850

Current liabilities
Trade payables 38(a) 27,331 17,707 — —
Sundry payables and accruals 38(b) 111,813 135,847 22,955 15,711
Amount received from the Government for Additional Works 39 20,445 44,638 — —
Deferred liabilities 37 1,187 — — —
Short term financial liabilities 32 623,132 592,838 — —
Short term borrowings 33(b) 332,801 904,347 325,806 898,466
Amount owing to immediate holding company 24 1,338 39,880 265 284
Amount owing to related companies 24 115,522 103,883 357 221
Amount owing to subsidiaries 24 — — 3,203 —
Tax payable 12(b) 125 415 — 208

1,233,694 1,839,555 352,586 914,890

Total liabilities 11,324,079 10,543,297 1,215,610 1,003,740

TOTAL EQUITY AND LIABILITIES 17,021,031 15,893,005 3,042,513 2,744,697

The accompanying notes form an integral part of the financial statements.

151 PLUS Expressways Berhad Annual Report 2008


Attributable to Equity Holders of the Company
Non-Distributable Reserves Distributable
Share Capital Merger Other Retained Minority
Note Capital Reserve Reserve Reserves Earnings Total Interests Total
GROUP RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
(Note 27) (Note 28) (Note 29) (Note 30) (Note 31)

At 1 January 2007 1,250,000 461,138 298,834 1,677 2,506,343 4,517,992 495 4,518,487
Foreign currency translation
differences — — — (2,306) — (2,306) 36 (2,270)
Profit for the year — — — — 1,247,843 1,247,843 (195) 1,247,648

Total recognised income and

152 PLUS Expressways Berhad Annual Report 2008


FOR THE YEAR ENDED 31 DECEMBER 2008

expense for the year — — — (2,306) 1,247,843 1,245,537 (159) 1,245,378


Share option granted under
Employee Equity Scheme
(“EES”) — — — 1,669 — 1,669 — 1,669
Issuance of share capital — — — — — — 1,426 1,426
Statements of Changes in Equity

Acquisition of subsidiaries — — — — — — 7,748 7,748


Dividends 14 — — — — (425,000) (425,000) — (425,000)

At 31 December 2007 1,250,000 461,138 298,834 1,040 3,329,186 5,340,198 9,510 5,349,708

Foreign currency translation


differences — — — (17,867) — (17,867) (2,713) (20,580)
Profit for the year — — — — 1,079,333 1,079,333 707 1,080,040

Total recognised income and


expense for the year — — — (17,867) 1,079,333 1,061,466 (2,006) 1,059,460
Share option granted under EES — — — 944 — 944 — 944
Share option reserve transferred
to retained earnings upon
expiry of EES — — — (4,429) 4,429 — — —
Issuance of share capital — — — — — — 11,840 11,840
Dividends 14 — — — — (725,000) (725,000) — (725,000)

At 31 December 2008 1,250,000 461,138 298,834 (20,312) 3,687,948 5,677,608 19,344 5,696,952

The accompanying notes form an integral part of the financial statements.



Attributable to Equity Holders of the Company

Non-
Distributable Distributable
Share Other Retained
Note Capital Reserves Earnings Total
COMPANY RM’000 RM’000 RM’000 RM’000
(Note 27) (Note 30) (Note 31)

At 1 January 2007 1,250,000 1,286 215,999 1,467,285


Profit for the year — — 697,921 697,921
Share option granted under EES — 751 — 751
Dividends 14 — — (425,000) (425,000)

At 31 December 2007 1,250,000 2,037 488,920 1,740,957


Profit for the year — — 810,199 810,199
Share option granted under EES — 747 — 747
Share option reserve transferred to retained
earnings upon expiry of EES — (2,784) 2,784 —
Dividends 14 — — (725,000) (725,000)

At 31 December 2008 1,250,000 — 576,903 1,826,903


Statements of Changes in Equity

153 PLUS Expressways Berhad Annual Report 2008


continued

The accompanying notes form an integral part of the financial statements.


Cash Flow Statements
FOR THE YEAR ENDED 31 DECEMBER 2008

Group Company
Note 2008 2007 2008 2007
RM’000 RM’000 RM’000 RM’000

Cash Flows from Operating Activities


Toll collection 2,323,484 1,825,614 — —
Expressway operation services fees — 5,919 101,234 105,082
Receipts from expressway ancillary facilities 16,053 11,017 — —
Other income 39,165 47,053 1,204 1,017
Future maintenance expenditure received 14,048 1,756 — —
Payments to contractors for routine maintenance (238,868) (183,165) — —
Other operating expenses (328,863) (273,418) (142,432) (126,187)
Taxes paid (11,468) (5,285) (8,184) (5,285)

Net cash generated from/(used in) operating activities 1,813,551 1,429,491 (48,178) (25,373)

Cash Flows from Investing Activities


Profit element and interest income received 103,712 66,230 2,891 1,820
Proceeds from disposal of property, plant and equipment 1,421 — 645 —
Dividends received — — 810,000 425,000
Proceeds from maturity of short term investments 286,035 258,000 — —
Fixed deposit interest earned on amount received from the
Government for Additional Works 39 1,364 13,802 — —
Acquisition of subsidiaries, net of cash and
cash equivalents acquired 19(a) (72,680) (493,903) (120,600) (883,234)
Investment in subsidiaries — — (54,939) (29,306)
Purchase of property, plant and equipment (10,637) (6,602) (5,517) (3,496)
Payment for leasehold land — (7,719) (4,000) (7,719)
Purchase of computer softwares (2,032) (1,111) (962) (522)
Purchase of investments (333,379) (364,810) — —
Additional Works (322,609) (444,556) — —
Concession assets (525,563) (375,808) — —

Net cash (used in)/generated from investing activities (874,368) (1,356,477) 627,518 (497,457)

154 PLUS Expressways Berhad Annual Report 2008


Cash Flow Statements continued

Group Company
Note 2008 2007 2008 2007
RM’000 RM’000 RM’000 RM’000

Cash Flows from Financing Activities


Proceeds from issuance of Islamic Sukuk 1,069,751 — 761,611 —
Drawdown of borrowings 190,556 974,490 188,426 896,874
Proceeds from minority shareholders in respect of
additional capital injection during the year 4,440 2,110 — —
Advance received for share capital from minority shareholders 17,483 9,374 — —
Advance received from minority shareholders 156 — — —
Redemption of Senior Sukuk/BAIDS (595,000) (550,000) — —
Settlement of borrowings (760,051) — (760,051) —
Dividends paid (725,000) (425,000) (725,000) (425,000)
Interest paid (32,196) (6) (32,196) —
Profit elements on Senior Sukuk, BAIDS and PLUS SPV Sukuk (285,167) (248,425) (10,753) —

Net cash (used in)/generated from financing activities (1,115,028) (237,457) (577,963) 471,874

Net (decrease)/increase in cash and cash equivalents (175,845) (164,443) 1,377 (50,956)
Effects of foreign exchange rate changes (7,347) (2,444) — —
Cash and cash equivalents at the beginning of the year 2,417,622 2,584,509 5,066 56,022

Cash and cash equivalents at the end of the year 26 2,234,430 2,417,622 6,443 5,066

The accompanying notes form an integral part of the financial statements.

155 PLUS Expressways Berhad Annual Report 2008


Notes to The Financial Statements
– 31 DECEMBER 2008

1 CORPORATE INFORMATION
PLUS Expressways Berhad (“the Company” or “PEB”) is a public limited liability company, incorporated and domiciled in
Malaysia, and is listed on the Main Board of the Bursa Malaysia Securities Berhad. The new registered office of the
Company is located at 19-2, Mercu UEM, Jalan Stesen Sentral 5, Kuala Lumpur Sentral, 50470 Kuala Lumpur. Prior to
January 2009, the registered office was at 2nd Floor, Bangunan MCOBA, 42, Jalan Syed Putra, 50460 Kuala Lumpur. The
principal place of business is located at Menara Korporat, Persada PLUS, Persimpangan Bertingkat Subang, KM 15,
Lebuhraya Baru Lembah Klang, 47301 Petaling Jaya, Selangor Darul Ehsan. Prior to November 2008, the Company
principal place of business was at Level 12-17, Menara 1, Faber Towers, Jalan Desa Bahagia, Taman Desa, Off Jalan Klang
Lama, 58100 Kuala Lumpur.

The Directors regard UEM Group Berhad (“UEM”), which is incorporated in Malaysia and owns 40.21% of the Company’s
equity as at 31 December 2008, as the immediate holding company. The ultimate holding company is Khazanah Nasional
Berhad (“Khazanah”), which is incorporated in Malaysia.

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

The Company is principally engaged in the highway concession services through its subsidiaries:

(i) Projek Lebuhraya Utara-Selatan Berhad (“PLUS”); PLUS is involved in the operation and maintenance of a tolled
expressway network comprising the North-South Expressway (“NSE”), the New Klang Valley Expressway (“NKVE”), a
section of Federal Highway Route 2 (“FHR2”) between Subang and Klang, and the Seremban-Port Dickson Highway
(“SPDH”) in Peninsular Malaysia.

(ii) Expressway Lingkaran Tengah Sdn Bhd (“ELITE”); ELITE undertakes the operation, maintenance and toll collection of
the North-South Expressway Central Link (“NSECL”).

(iii) Linkedua (Malaysia) Berhad (“LINKEDUA”); LINKEDUA undertakes the operation, maintenance and toll collection of
the Malaysia-Singapore Second Crossing (“MSSC”).

(iv) Konsortium Lebuhraya Butterworth-Kulim (KLBK) Sdn Bhd (“KLBK”); KLBK is engaged in the operation, maintenance
and toll collection of the Butterworth-Kulim Expressway (“BKE”).

PEB has four foreign subsidiaries namely PLUS Kalyan (Mauritius) Private Limited (“PLUS Kalyan”) in Port Louis, Mauritius,
PLUS BKSP Toll Limited (“PLUS BKSP”) in Kanpur, India, PT Lintas Marga Sedaya (“LMS”) in Indonesia and PT Cimanggis
Cibitung Tollways (“CCTW”) in Indonesia.

Except for PLUS Kalyan, all its foreign subsidiaries are highway concessionaires on a build, operate and transfer basis
(“BOT”). The principal activities of PLUS Kalyan is investment holding.

The principal activities of all the subsidiaries are disclosed in Note 19 to the financial statements.

There have been no significant changes in the nature of the principal activities during the financial year.

The Company completed the acquisition of KLBK on 13 March 2008, and completed the subscription and issuance of 60%
shares of CCTW, a company incorporated in Indonesia, on 27 December 2008 and the details are disclosed in Note 43 to
the financial statements.

156 PLUS Expressways Berhad Annual Report 2008


Notes to The Financial Statements continued

2 AWARD OF CONCESSIONS
(a) PLUS
The Government of Malaysia (“the Government”) and UEM entered into a Concession Agreement dated 18 March
1988 in connection with the NSE, the NKVE and the FHR2 projects for a Concession Period of 30 years, ending
31 May 2018.

Subsequently, UEM and PLUS entered into a Novation Agreement with the Government dated 20 January 1988
whereby, with the approval of the Government, UEM assigned its rights and transferred its liabilities and obligations
under the Concession Agreement to PLUS.

On 8 July 1999, PLUS entered into a Supplemental Concession Agreement (“SCA”) with the Government whereby
the toll rate structure was revised and toll revenue sharing arrangements were established between the parties. As
a result of the revision in the toll rate structure the Concession Period was extended for another 12 years to end on
31 May 2030.

On 11 May 2002, PLUS entered into a Second Supplemental Concession Agreement (“SSCA”) with the Government
whereby toll rate structure was further revised for the remaining Concession Period and toll compensation and set-
off arrangements were established between the parties. The new toll rate structures are as follows:
(i) increase of Class 1 toll rate by 10% from 11.24 sen/km to 12.36 sen/km, which commenced from 1 January 2002
until 31 December 2004;
(ii) scheduled increases of Class 1 toll rate by 10% every 3 years thereafter.

The second 10% scheduled increase in toll rate from 12.36 sen/km to 13.60 sen/km took effect from 1 January 2005
until 31 December 2007. The third 10% scheduled increase in toll rate from 13.60 sen to 14.96 sen which was to
take effect from 1 January 2008 has not been applied as yet. The Government has agreed to compensate in cash
the differential toll rate based on actual traffic volume in 2008.

Toll rates for other classes of vehicles are determined based on pre-set factors by reference to rates applicable to
Class 1 vehicles.

On 22 April 2005, PLUS entered into a Third Supplemental Concession Agreement (“TSCA”) (which took effect on
31 December 2004) with the Government which amongst others, sets out the settlement arrangement for the
funding of the construction of third lanes along certain stretches of NSE and the construction of a non-stop through
traffic between Ipoh Selatan Toll Plaza and Jelapang Toll Plaza (collectively referred to as “Additional Works”) and
the compensation receivable from the Government for the closure of the Senai Toll Plaza (“Senai Compensation”).
The settlement arrangement includes the takeover of SPDH, the set-off against the Government Support Loan
(“GSL”) and the Additional Support Loan (“ASL”) and the extension of the Concession Period for another 8 years and
7 months to end on 31 December 2038. In addition, PLUS entered into a Proceeds Account Agreement to govern
the cash pertaining to Additional Works as set out in Note 39.

Furthermore, the TSCA states that all rights and entitlement of PLUS in respect of the Senai-Johor Bahru section shall
be reverted to and vested in the Government and PLUS will have no further liabilities and responsibilities in relation
thereto following the closure of the Senai Toll Plaza effective 1 March 2004.

Details of the toll compensation arrangement pursuant to the SSCA, and the settlement arrangement pursuant to
the TSCA are set out in Note 3, ‘Revised Toll Rates, Toll Compensation Arrangements and Settlement
Arrangements’.

157 PLUS Expressways Berhad Annual Report 2008


Notes to The Financial Statements continued

2 AWARD OF CONCESSIONS (continued)


(b) ELITE
The Government and UEM entered into a Concession Agreement dated 26 April 1994 in connection with the
construction, operation and maintenance of the NSECL.

Subsequently, UEM and ELITE entered into a Novation Agreement with the Government on 27 July 1995 whereby,
with the approval of the Government, UEM assigned its rights and transferred its liabilities and obligations under
the Concession Agreement to ELITE.

On 9 January 1997, ELITE entered into a SCA with the Government whereby, amongst others, three additional
interchanges along the NSECL Expressway and an extension of the KLIA Expressway.

On 23 March 2001, ELITE entered into a SSCA with the Government whereby, amongst others, the Concession Period
was extended from 31 May 2018 to 31 May 2025.

On 10 January 2003, ELITE entered into a TSCA with the Government whereby, amongst others, toll rate structures
were further revised and compensation arrangements were established between the parties, details of which is set
out in Note 3(ii)(b).

(c) LINKEDUA
The Government and UEM entered into a Concession Agreement dated 27 July 1993 in connection with the design,
construction, management, operations and maintenance of the MSSC.

Subsequently, UEM and LINKEDUA entered into a Novation Agreement with the Government on 10 May 1994
whereby, UEM assigned its rights and transferred its liabilities and obligations under the Concession Agreement to
LINKEDUA.

On 12 September 1994, LINKEDUA entered into a SCA with the Government to take into account the Inter-
Government Agreement between the Government and the Government of Singapore on 22 March 1994 (“Inter-
Government Agreement”) such that, the LINKEDUA Concession Agreement are consistent with the Government’s
obligation under the Inter-Government Agreement relating to the works and rights in connection with the Malaysian
side of the bridge and the Customs, Immigration & Quarantine Complex.

On 30 May 2000, LINKEDUA entered into a SSCA with the Government whereby, amongst others, the concession
period was extended by 15 years to 31 December 2038. The toll rate structure was also revised. In addition, revenue
sharing arrangements were established between the parties.

(d) KLBK
The Government and KLBK entered into a Concession Agreement dated 28 June 1994 in connection with the design,
construction, operation and maintenance of the BKE for a concession period of 32 years ending 27 June 2026.

On 4 June 2007, KLBK entered into a SCA with the Government to restructure the toll rate for Kubang Semang and
Lunas Toll Plaza, commencing from 1 June 2005. The new agreed toll rates is applicable for the remaining concession
years until the expiry of the concession period in 2026.

158 PLUS Expressways Berhad Annual Report 2008


Notes to The Financial Statements continued

2 AWARD OF CONCESSIONS (continued)


(e) PLUS BKSP
The Company had on 16 May 2006, received a letter of acceptance from the Maharashtra State Road Development
Corporation Limited (“MSRDC”) in relation to the tender bid jointly submitted by the Company and Concept
Management Consulting Private Limited through an unincorporated consortium (“PEB-CMCL Consortium”) on
15 December 2005 for the proposed four-laning and improvement, operation and maintenance and toll collection
of Bhiwandi-Kalyan-Shil Phata Highway (“BKSP Highway”) on a build, operate and transfer basis (“MSRDC Contract”).
The concession period for the MSRDC Contract shall be approximately six years and eight months from the date of
the proposed execution of the relevant Concession Agreement.

On 25 August 2006, PEB-CMCL Consortium, PLUS BKSP and MSRDC entered into a Concession Agreement to
undertake the four-laning and improvement, operations and maintenance and toll collection of the BKSP Highway.
Concurently, PEB-CMCL Consortium and PLUS BKSP entered into an Intra Group Agreement which provides for the
transfer of all rights, benefits and obligations of PEB-CMCL Consortium to PLUS BKSP which in turn agreed to
execute and complete the Project in compliance with the terms and conditions of the Concession Agreement. In
accordance with the terms of the Concession Agreement, PLUS BKSP will design, engineer, construct and
subsequently operate and maintain the BKSP Highway. PLUS BKSP is entitled to levy and collect toll from vehicles
using the BKSP Highway upon commencement of highway operations. The initial concession period is for 6 years
and 8 months from the date of the execution of the Concession Agreement.

Through letters from an independant consultant dated 29 May 2008, 7 August 2008 and 4 September 2008, MSRDC
had approved extension of the concession period to 7 years and 11 months in consideration for the delay on its
part in handing over the land for the construction of the BKSP Highway.

(f) LMS
On 21 July 2006, LMS and the Government of the Republic of Indonesia entered into a Concession Agreement in
which LMS was appointed as the concessionaire to undertake the design, construction, ownership, management,
financing, operation, maintenance as well as toll collection of the 116-kilometre Cikampek-Palimanan toll highway
(“Cikampek-Palimanan Highway”) on a build, operate and transfer basis. The concession period for the Cikampek-
Palimanan Highway is 35 years.

On 13 July 2007, PEB had issued shares in the capital of LMS which represent 55% of the entire issued voting shares
of LMS, making LMS a foreign subsidiary of PEB with effect from that date. The remaining 45% equity interest of
LMS’s voting shares is held by its Indonesian partner, PT Baskhara Utama Sedaya (“BUS”).

(g) CCTW
On 18 September 2007, the Company received a letter from the Minister of Public Works, Republic of Indonesia
informing the success of the tender bid jointly submitted by the Company and its Indonesian partners, namely PT
Bakrie & Brothers Tbk and PT Capitalinc Investment Tbk (formerly known as PT Global Financindo Tbk) (“Consortium”)
for the proposed 25.4 kilometer Package 4-Cimanggis-Cibitung Toll Road on a Build, Operate and Transfer basis. The
Cimanggis-Cibitung Toll Road forms part of the proposed Jakarta Outer Ring Road 2 and is located on the outskirts
of the Jakarta metropolitan area. The concession shall be for a period of 35 years from the date of the proposed
execution of the relevant Concession Agreement.

159 PLUS Expressways Berhad Annual Report 2008


Notes to The Financial Statements continued

2 AWARD OF CONCESSIONS (continued)


(g) CCTW (continued)
On 15 January 2008, the Consortium executed a Joint Venture Agreement in relation to the Cimanggis-Cibitung Toll
Road. The Joint Venture Agreement, provides for the incorporation of a joint venture special purpose vehicle to be
known as PT Cimanggis Cibitung Tollway (“CCTW”) to enter into concession agreement for the implementation of
the Cimanggis-Cibitung Toll Road with the Minister of Works, Republic of Indonesia.

On 27 December 2008, completion of the subscription of shares had taken place with the issuance of CCTW share
certificates in accordance with the Articles of Association of CCTW. PEB had been issued with share certificates for
48,000,000 shares of IDR1,000 each representing 60% shareholding interest in CCTW, effectively making CCTW a
foreign subsidiary of PEB.

3. REVISED TOLL RATES, TOLL COMPENSATION ARRANGEMENTS AND SETTLEMENT ARRANGEMENTS OF


PLUS AND ELITE
(i) PLUS
(a) Revised Toll Rate Structures
In consideration of PLUS agreeing to the revised toll rate structures applicable from 1 January 2002 (details of
which are set out in Note 2(a) above) the Government agreed to the following:

(i) to waive PLUS’s obligation to pay the interest accrued to 1 January 2002 amounting to RM1,729.22 million
on its GSL;

(ii) to waive PLUS’s obligation to pay interest on the remaining principal amount of RM750 million on the GSL,
after (i) above; and

(iii) to address the manner in which the Government would discharge its liability in respect of the amount of
compensation due that would arise in each of the remaining Concession Years; such compensation would
arise as the new toll rates which took effect from 1 January 2002 are lower than the toll rates contemplated
in the SCA previously entered into; and the arrangements have been formalised through the SSCA, and in
the manner described in (b) below, ‘Toll Compensation Arrangements’.

(b) Toll Compensation Arrangements


Under the toll compensation arrangements pursuant to the SSCA, compensation recoverable from the
Government for the effects of imposing toll rates lower than those previously agreed shall be adjusted for the
following:

(i) deduction for the notional tax on dividends that PLUS will declare and pay (if any) from the tax exempt
profits earned during the five year tax-exempt period from 2002 to 2006;

(ii) deduction for interest that would have been payable to the Government on the GSL, had the Government
not waived PLUS from its obligation to pay such interest;

(iii) set-off of PLUS’s income tax liabilities against such compensation due to PLUS after the deductions
referred to in (i) and (ii) above; and

(iv) set-off of any Toll Sharing Amount due to the Government against the resultant from (iii) above.

160 PLUS Expressways Berhad Annual Report 2008


Notes to The Financial Statements continued

3. REVISED TOLL RATES, TOLL COMPENSATION ARRANGEMENTS AND SETTLEMENT ARRANGEMENTS OF


PLUS AND ELITE (continued)
(i) PLUS (continued)
(b) Toll Compensation Arrangements (continued)
Under the SSCA, in any Concession Year after the tax-exempt period, if there is any tax amount owing by PLUS
to the Government after taking into consideration the adjustments referred to in (i), (ii) and (iii) above, PLUS
shall pay such tax amount owed by it to the Government in cash.

The SSCA provides that the payment of such tax amount shall not include any toll sharing to be paid to the
Government (if applicable), which shall continue to be carried forward for utilisation against future toll
compensation amounts. Upon expiry of the Concession Period, any amounts of tax payable and toll sharing
amounts which have not been utilised under the compensation arrangements referred to above are to be paid
by PLUS to the Government. However, if there are any amounts due from the Government upon expiry of the
Concession Period, such amounts are to be unconditionally waived by PLUS.

In the event that the Government imposes a toll rate which is lower than the toll rates stated in the SSCA for
any Concession Year, the SSCA provides that the amount of further compensation arising will be paid in full.
Notwithstanding such compensation, the other toll compensation arrangements pursuant to the SSCA will
remain in effect.

(c) Settlement Arrangements


The TSCA sets out the settlement arrangement between the Government and PLUS for the funding of
Additional Works estimated at RM1,042.48 million and Senai Compensation amounting to RM331.68 million, in
the following manner:

(a) Takeover of SPDH by PLUS at a value of RM50.27 million as part settlement for the Senai Compensation;

(b) Set off against amount outstanding under the GSL and ASL amounting to RM962.00 million, comprising:
(i) RM281.41 million to settle the balance of the Senai Compensation; and
(ii) RM680.59 million to part settle the cost for the Additional Works; and

(c) The balance of the cost for the Additional Works of RM361.89 million has been settled by the Government
by way of extending the concession period for a further 8 years and 7 months, to end on 31 December
2038.

The key consequential changes under the TSCA in respect of the Toll Compensation Arrangements as per Note
3(b), as a result of the settlement arrangement are as follows:

(i) The toll compensation shall be calculated up to 31 May 2030 instead of the end of the Concession Period
which has now been extended to 31 December 2038.

(ii) Interest that would have been payable to the Government as referred to in Note 3(i)(b)(ii) above, shall be
equivalent to nil commencing from the year in which GSL and ASL are fully settled.

(iii) The calculation of the toll compensation shall be calculated without taking into account SPDH’s traffic
volume.

(iv) Any toll compensation amount due from the Government as at 31 May 2030 shall continue to be deducted
against the toll sharing for that concession year and each concession year thereafter.

161 PLUS Expressways Berhad Annual Report 2008


Notes to The Financial Statements continued

3. REVISED TOLL RATES, TOLL COMPENSATION ARRANGEMENTS AND SETTLEMENT ARRANGEMENTS OF


PLUS AND ELITE (continued)
(ii) ELITE
(a) Revised Toll Rate Structures
Through the TSCA (as referred to in Note 2(b)), the new toll rate structures have been revised to increase by
10% every three years commencing 1 January 2002 until the expiry of the Concession Period. The toll rate had
been increased from 12.36 sen per km to 13.60 sen per km effective from 1 January 2005. The next 10% toll
rate increase had been implemented on 1 January 2008.

(b) Toll Compensation Arrangements


In consideration of ELITE agreeing to the revised toll rate structures as referred in the preceding paragraph, the
Government agreed to the following:
(i) to provide ELITE with an interest-free term loan facility of up to the maximum principal amount of RM300
million and the loan shall be repaid in full at the repayment date disclosed in Note 33;

(ii) to waive all its rights to interest which has accrued on the existing Government Loan, of RM89.9 million,
for the period from 15 December 2000 to 31 December 2001 and to charge no interest on the RM89.9
million loan for the period from 1 January 2002 up to the final repayment date of the loan;

(iii) to an extension of the Concession Period for a further 5 years from 31 May 2025 to 31 May 2030; and

(iv) to allow and authorise ELITE to collect and retain the levy on the extension of the KLIA Expressway
throughout the Concession Period and to increase the levy by 10% every 3 years until the expiry of the
Concession Period, of which the first increase was effected on 1 January 2002.

ELITE entered into an Additional Government Loan Agreement (“AGLA”) and a Supplemental Loan Agreement
(“SLA”) with the Government on 15 January 2003 in respect of the RM300 million additional loan and the waiver
of interest on the existing Government Loan, as described in (i) and (ii) above respectively.

4 SIGNIFICANT ACCOUNTING POLICIES


4.1 Basis of Accounting and Preparation of the Financial Statements
The financial statements of the Group and of the Company comply with the provisions of the Companies Act, 1965
and applicable Financial Reporting Standards in Malaysia. At the beginning of the current financial year, the Group
and the Company had adopted new IC Interpretations which are mandatory for financial periods beginning on or
after 1 July 2007 as described in Note 4.3. The financial statements of the Group and of the Company have also
been prepared on a historical basis, unless otherwise stated in the accounting policies below.

The financial statements are presented in Ringgit Malaysia (RM) and all values are rounded to the nearest thousand
(RM’000) except when otherwise indicated.

162 PLUS Expressways Berhad Annual Report 2008


Notes to The Financial Statements continued

4 SIGNIFICANT ACCOUNTING POLICIES (continued)


4.2 Summary of Significant Accounting Policies
(a) Investment in 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.

The Company’s investments in subsidiaries are stated at cost less impairment losses. The policy for the
recognition and measurement of impairment losses is in accordance with Note 4.2(g).

On disposal of such investments, the difference between net disposal proceeds and their carrying amounts is
recognised in the income statement.

(b) Basis of Consolidation


The consolidated financial statements comprise the financial statements of the Company and its subsidiaries as
at the balance sheet date. The financial statements of the subsidiaries are prepared for the same reporting date
as the Company.

The merger method of accounting was used in consolidating the Company and PLUS in the year 2002 which
meets the relevant criteria set out in the FRS 122 “Business Combination”, thus depicting the combination of
these entities as if they had been in combination for the entire period.

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 like
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 Group’s interest in the net fair value of the identifiable assets,
liabilities and contingent liabilities represents goodwill. Any excess of the Group’s interest in the net fair value
of the identifiable assets, liabilities and contingent liabilities over the cost of acquisition is recognised
immediately in the income statement.

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.

163 PLUS Expressways Berhad Annual Report 2008


Notes to The Financial Statements continued

4 SIGNIFICANT ACCOUNTING POLICIES (continued)


4.2 Summary of Significant Accounting Policies (continued)
(c) Property, Plant and Equipment, and Depreciation
Property, plant and equipment are stated at cost less accumulated depreciation and impairment losses. The
policy for the recognition and measurement of impairment losses is in accordance with Note 4.2(g).

Freehold land is not depreciated. Depreciation is provided for on a straight line basis over the estimated useful
lives of the property, plant and equipment. The annual rates of depreciation are as follows:

Renovations 10%
Aircrafts 12%
Motor Vehicles 20%
Furniture and Fittings 20%
Office Equipment 20%
Computers 20%
Telecommunication System 20%
Operation Tools and Equipment 20%
Buildings 2%

Upon disposal of an item of property, plant and equipment, the difference between the net disposal proceeds
and the net carrying amount is recognised in the income statement.

The residual values, useful life and depreciation method are reviewed at each financial year-end to ensure that
the amount, method and period of depreciation are consistent with previous estimates and the expected
pattern of consumption of the future economic benefits embodied in the items of property, plant and
equipment.

(d) Intangible Assets


Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets
acquired in a business combination is their fair values as at the date of acquisition. Following initial recognition,
intangible assets are carried at cost less any accumulated amortisation and any accumulated impairment losses.
The useful lives of intangible assets are assessed to be either finite or indefinite. Intangible assets with finite
lives are amortised on a straight-line basis over the estimated economic useful lives and assessed for impairment
whenever there is an indication that the intangible asset may be impaired. The amortisation period and the
amortisation method for an intangible asset with a finite useful life are reviewed at least at each balance sheet
date.

Intangible assets with indefinite useful lives are not amortised but tested for impairment annually or more
frequently if the events or changes in circumstances indicate that the carrying value may be impaired either
individually or at the cash-generating unit level. The useful life of an intangible asset with an indefinite life is
also reviewed annually to determine whether the useful life assessment continues to be supportable.

164 PLUS Expressways Berhad Annual Report 2008


Notes to The Financial Statements continued

4 SIGNIFICANT ACCOUNTING POLICIES (continued)


4.2 Summary of Significant Accounting Policies (continued)
(e) Leases
A lease is recognised as a finance lease if it transfer substantially to the Group all the risks and rewards
incidental to ownership. Leases that do not transfer substantially all the risks and rewards are classified as
operating leases.

In the case of a lease of land, the minimum lease payments or the upfront payments made represent prepaid
land lease payments and are amortised on a straight-line basis over the lease term.

(f) Concession Assets


Items classified as Concession Assets comprise Expressway Development Expenditure, Heavy Repairs and Other
Concession Assets.

(i) Expressway Development Expenditure


Expressway Development Expenditure (“EDE”) comprises development and upgrading expenditure
(including interest charges relating to financing of the development) incurred in connection with the
Concession.

EDE is stated at cost less accumulated amortisation and impairment losses. The policy for the recognition
and measurement of impairment losses is in accordance with Note 4.2(g).

EDE is amortised over the Concession Period. The amortisation formula applied in the preparation of the
financial statements to arrive at the annual amortisation charge for each financial period is as follows:
Toll revenue for the year X [Net Book Value of EDE at beginning of the year +
[Actual toll revenue for the year + Additions for the year]
Projected total toll revenue for the
subsequent years to the end of the
concession period]

Toll revenue and projected total toll revenue include toll collection, toll compensation net of any notional
tax on tax exempt dividend.

The projected total toll revenue is based on the latest available base case traffic projections prepared by
independent traffic consultants multiplied by the toll rate structures described in Note 2.

The traffic volume projection is independently reviewed on a periodic basis.

(ii) Heavy Repairs


Heavy repairs relate to costs incurred to repair bridges, slopes and embankments, rectification of
settlements and pavement rehabilitation of medium and high traffic sections along the Expressways. The
costs of heavy repairs are amortised on a straight line basis over 5-7 years commencing from the date of
incurrence, this being the anticipated economic life of such works.

165 PLUS Expressways Berhad Annual Report 2008


Notes to The Financial Statements continued

4 SIGNIFICANT ACCOUNTING POLICIES (continued)


4.2 Summary of Significant Accounting Policies (continued)
(f) Concession Assets (continued)
(iii) Other Concession Assets
Other Concession Assets comprise toll equipment, video surveillance equipment, telecommunication
network, centralised lighting, and toll operation computer hardware and software, and are stated at cost
less accumulated amortisation and impairment losses. The policy for the recognition and measurement of
impairment losses is in accordance with Note 4.2(g). The annual amortisation in respect of these assets is
computed on a straight line basis over their estimated useful lives at the following rates:
%
Software and computers 12.5
Others 10

(iv) Capital Work-In-Progress


Capital work-in-progress is not depreciated until the asset is fully completed and brought into use.

(g) Impairments
For the purpose of impairment testing of these assets, recoverable amount is determined on an individual asset
basis unless the asset does not generate cash flows that are largely independent of those from other assets. If
this is the case, recoverable amount is determined for the cash-generating unit (CGU) to which the asset
belongs to.

An asset’s recoverable amount is the higher of an asset’s or CGU’s fair value less costs to sell and its value in
use. In assessing value in use, the estimated future cash flows are discounted to their present value using a
pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific
to the asset. Where the carrying amount of an asset exceeds its recoverable amount, the asset is considered
impaired and is written down to its recoverable amount. Impairment losses recognised in respect of a CGU or
groups of CGUs are allocated first to reduce the carrying amount of any goodwill allocated to those units or
groups of units and then, to reduce the carrying amount of the other assets in the unit or groups of units on
a pro-rata basis.

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

(h) Taxation
Income tax on the profit or loss for the year comprises current and deferred tax. Current tax is the expected
amount of income taxes payable in respect of the taxable profit for the year and is measured using the tax
rates that have been enacted at the balance sheet date.

166 PLUS Expressways Berhad Annual Report 2008


Notes to The Financial Statements continued

4 SIGNIFICANT ACCOUNTING POLICIES (continued)


4.2 Summary of Significant Accounting Policies (continued)
(h) Taxation (continued)
Deferred tax is provided for, using the liability method, on temporary differences at the balance sheet date
between the tax bases of assets and liabilities and their carrying amounts in the financial statements. 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 negative 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.

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 in the income statement, except when it arises from a transaction which is
recognised directly in equity, in which case the deferred tax is also charged or credited 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 negative goodwill.

(i) Provisions for Liabilities


Provisions for liabilities 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.

(j) Employee Benefits


(i) Short term benefits
Wages, salaries, bonuses and social security contributions are recognised as an expense in the year in
which the associated services are rendered by employees of the Group. Short term accumulating
compensated absences such as paid annual leave are recognised when services are rendered by employees
that increase their entitlement to future compensated absences. Short term non-accumulating compensated
absences such as sick leave are recognised when the absences occur.

(ii) Defined contribution plans


As required by law, companies in Malaysia make contributions to the Employees Provident Fund (“EPF”).
Such contributions are recognised as an expense in the income statement as incurred.

167 PLUS Expressways Berhad Annual Report 2008


Notes to The Financial Statements continued

4 SIGNIFICANT ACCOUNTING POLICIES (continued)


4.2 Summary of Significant Accounting Policies (continued)
(j) Employee Benefits (continued)
(iii) Defined benefit plans
The Group operates an unfunded, defined benefit Retirement Benefit Scheme (“the Scheme”) for personnel
whose employment contracts were transferred in 1988 from Malaysian Highway Authority, pursuant to the
Concession Agreement. The Group’s obligation under the Scheme, calculated using the Projected Unit
Credit Method, is determined based on actuarial computations by independent actuaries, through which
the amount of benefit that employees have earned in return for their service in the current and prior years
is estimated. That benefit is discounted in order to determine its present value. Actuarial gains and losses
are recognised as income or expense over the expected average remaining working lives of the
participating employees when the cumulative unrecognised actuarial gains or losses for the Scheme
exceed 10% of the present value of the defined benefit obligation. Past service costs are recognised
immediately to the extent that the benefits are already vested, and otherwise are amortised on a straight-
line basis over the average period until the amended benefits become vested.

The amount recognised in the balance sheet represents the present value of the defined benefit obligations
adjusted for unrecognised actuarial gains and losses and unrecognised past service costs. Any asset
resulting from this calculation is limited to the net total of any unrecognised actuarial losses and past
service costs, and the present value of any economic benefits in the form of refunds or reductions in future
contributions to the plan.

(iv) Share-based Compensation


The UEM Employee Equity Scheme (“EES”), an equity-settled, share-based compensation plan, allows
employees of UEM and UEM Group to acquire ordinary shares of UEM. The Company recognises the total
fair value of the UEM share options granted to its employees as an employee cost with a corresponding
increase in the share option reserve within equity over the vesting period and taking into account the
probability that the options will vest. The fair value of the UEM share options is measured at grant date
by UEM, taking into account, if any, the market vesting conditions upon which the options were granted
but excluding the impact of any non-market vesting conditions. Non-market vesting conditions are
included in assumptions about the number of options that are expected to become exercisable on vesting
date.

At each balance sheet date, UEM revises its estimates of the number of options that are expected to
become exercisable on vesting date. The Company recognises the impact of the revision of original
estimates, if any, in the income statement, and a corresponding adjustment to equity over the remaining
vesting period. The equity amount is recognised in the share option reserve until the option is exercised
or until the option expires, upon which it will be transferred directly to retained earnings.

(k) Deferred Liabilities


Fees received from third parties as advance payments of future maintenance expenditure, in consideration for
right-of-way access granted by PLUS and ELITE, are classified as deferred liabilities. Liabilities are amortised over
the period of the individual contracts.

In addition, the deferred liabilities also comprise advance toll compensation received by KLBK from the
Government where the amount is recognised as revenue over the remaining concession period, and rentals
received in advance by KLBK which are for a period of 30 years beginning 1997 and are recognised equally in
the income statement over the said period.

168 PLUS Expressways Berhad Annual Report 2008


Notes to The Financial Statements continued

4 SIGNIFICANT ACCOUNTING POLICIES (continued)


4.2 Summary of Significant Accounting Policies (continued)
(l) Foreign Currencies
(i) Functional and Presentation Currency
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 Company’s functional
currency.

(ii) Foreign Currency Transactions


In preparing the financial statements of the individual entities, transactions in currencies other than the
entity’s 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 retranslated at the rates prevailing on the balance sheet date. Non-
monetary items carried at fair value that are denominated in foreign currencies are retranslated 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 retranslated.

Exchange differences arising on the settlement of monetary items, and on the translation of monetary
items, are included in the income statement for the period except for exchange differences arising on
monetary items that form part of the Group’s net investment in foreign operation. Exchange differences
arising on monetary items that form part of the Group’s net investment in 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 the income statement.

Exchange differences arising on monetary items that form part of the Company’s net investment in foreign
operation, regardless of the currency of the monetary item, are recognised in income statement in the
Company’s financial statements or the individual financial statements of the foreign operation, as
appropriate.

(iii) Foreign Operations


The results and financial position of foreign operations that have a functional currency different from the
presentation currency (RM) of the consolidated financial statements are translated into RM as follows:
– Assets and liabilities for each balance sheet presented are translated at the closing rate prevailing at
the balance sheet date;
– Income and expenses for each income statement are translated at average exchange rates for the year,
which approximates the exchange rates at the dates of the transactions; and
– All resulting exchange differences are taken to the foreign currency translation reserve within equity.

Goodwill and fair value adjustments arising on the acquisition of foreign operations on or after 1 January
2006 are treated as assets and liabilities of the foreign operations and are recorded in the functional
currency of the foreign operations and translated at the closing rate at the balance sheet date. Goodwill
and fair value adjustments which arose on the acquisition of foreign subsidiaries before 1 January 2006
are deemed to be assets and liabilities of the parent company and are recorded in RM at the rates
prevailing at the date of acquisition.

169 PLUS Expressways Berhad Annual Report 2008


Notes to The Financial Statements continued

4 SIGNIFICANT ACCOUNTING POLICIES (continued)


4.2 Summary of Significant Accounting Policies (continued)
(m) Inventories
Inventories are valued at the lower of cost and net realisable value. Cost is determined on the weighted
average basis and comprises all expenditure incurred in bringing the inventories to their present location and
condition. In arriving at net realisable value, due allowance is made for all obsolete and slow moving items.

(n) Cash flow statement


The cash flow statement, which is prepared using the direct method, classifies changes in cash and cash
equivalents according to operating, investing and financing activities. The Group does not consider any of its
assets other than deposits with licensed financial institutions and cash and bank balances to meet the definition
of cash and cash equivalents. The use of the cash and cash equivalent balances in the subsidiary companies,
however, is subject to the restrictions set out in Note 26, Note 32 and Note 35.

(o) Revenue Recognition


Revenue is recognised when it is probable that the economic benefits associated with the transaction will flow
to the enterprise and the amount of revenue can be measured reliably.

(i) Toll Revenue


Toll revenue is accounted for as and when toll is chargeable for the usage of the expressways.

(ii) Investment Income


Investment income is recognised when the right to receive is established and no significant uncertainty
exists as regard to its recovery.

(iii) Revenue from Services


Revenue from services rendered is recognised net of service taxes if applicable, and discounts as and when
the services are performed.

(iv) Toll Compensation


Pursuant to the relevant Concession Agreements, the Government of Malaysia reserves the right to
restructure or to restrict the imposition of unit toll rate increases, and in such event, the Government shall
compensate the relevant concessionaire for any reduction in toll revenue, subject to negotiation and other
considerations that the Government may deem fit. Toll compensation for any Concession Year is recognised
in the financial statements as revenue when recovery is probable and the amount that is recoverable can
be measured reliably. The amount of toll compensation accrued and recognised in the income statement
for the year has been estimated after taking into consideration the effects of the arrangements described
in Note 3(i)(b) and Note 3(ii)(b).

(v) Interest Income


Interest is recognised on a time proportion basis that reflects the effective yield on the asset.

(vi) Dividend Income


Dividend income is recognised when the right to receive payment is established.

170 PLUS Expressways Berhad Annual Report 2008


Notes to The Financial Statements continued

4 SIGNIFICANT ACCOUNTING POLICIES (continued)


4.2 Summary of Significant Accounting Policies (continued)
(p) Financial Liabilities
(i) Bai’ Bithaman Ajil Islamic Debt Securities (“BAIDS”)
The BAIDS are bonds issued in accordance with the Islamic finance concept of Bai’ Bithaman Ajil. In
accordance with such concept, the issuer assigned certain assets to a trustee, and repurchased them at
the same price together with an agreed profit margin. The payment of the purchase price is deferred in
accordance with the maturities of the BAIDS, whilst the profit element is paid half-yearly.

BAIDS are initially recognised at cost, being the fair value of the consideration received. After initial
recognition, the profit element attributable to the BAIDS in each period is recognised as an expense at a
constant rate to the maturity of each series respectively.

(ii) Sukuk Musyarakah with periodic payments


The Sukuk Musyarakah (“Sukuk”) with periodic payments is issued under the Islamic principle of Musyarakah
which is a contract of partnership in a venture.

The Sukuk is initially stated at cost, being the fair value of the consideration received. After initial
recognition, the profit element attributable to the Sukuk in each period is recognised as an expense at a
constant rate to its maturity.

(iii) Sukuk Musyarakah without periodic payments


The Sukuk Musyarakah (“Sukuk”) without periodic payments is issued under the Islamic principle of
Musyarakah which is a contract of partnership in a venture.

The Sukuk is initially stated at cost, being the fair value of the consideration received. The profit elements
on the Sukuk are recognised as an expense and accreted to the principal amount at a constant rate to its
maturity.

(q) Amount received from the Government for Additional Works


Pursuant to the TSCA, monies received from the Government for the Additional Works, are classified as
“Amount received from the Government for Additional Works”. With the execution of the Proceeds Account
Agreement on 17 November 2006, the expenses incurred for the Additional Works have been offset against the
amount received from the Government as disclosed in Note 39.

(r) Financial Instruments


Financial instruments are recognised in the balance sheet when the Group has become a party to the
contractual provisions of the instrument.

Financial instruments are classified as liabilities or equity in accordance with the substance of the respective
contractual arrangements. 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.

171 PLUS Expressways Berhad Annual Report 2008


Notes to The Financial Statements continued

4 SIGNIFICANT ACCOUNTING POLICIES (continued)


4.2 Summary of Significant Accounting Policies (continued)
(r) Financial Instruments (continued)
(i) Trade Payables
Trade payables are stated at cost which is the fair value of the consideration to be paid in the future for
goods and services received.

(ii) Interest-Bearing Borrowings


Interest-bearing borrowings are recorded at the amount of proceeds received, net of transaction costs.

Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets,
which are assets that necessarily take a substantial period of time to get ready for their intended use or
sale, are capitalised as part of the cost of those assets, until such time as the assets are substantially ready
for their intended use or sale. The amount of borrowing costs eligible for capitalisation is determined by
applying a capitalisation rate which is the weighted average of the borrowing costs applicable to the
Group borrowings that are outstanding during the year, other than borrowings made specifically for the
purpose of obtaining another qualifying asset. For borrowings made specifically for the purpose of
obtaining a qualifying asset, the amount of borrowing cost eligible for capitalisation is the actual borrowing
costs incurred on that borrowing during the period less any investment income on the temporary
investment of that borrowing.

All other borrowing costs are recognised as an expense in the income statement in the period in which
they are incurred.

(iii) Equity Instruments


Ordinary shares are classified as equity. Dividends on ordinary shares are recognised in equity in the period
in which they are declared.

(iv) Other Non-current Investment


Non-current investments other than investments in subsidiaries, associates and jointly controlled entities
are stated at cost less impairment losses. On disposal of an investment, the difference between net
disposal proceeds and its carrying amount is recognised in the income statement.

(v) Short Term Investments


Short term investments in equity shares are stated at the lower of cost and market value whereas the
investment in Islamic Commercial Papers/Medium Term Notes are stated at cost less amortised premium
due to the relatively short term maturity of these financial instruments.

(vi) Receivables
Receivables are carried at anticipated realisable values. Bad debts are written off when identified. An
estimate is made for doubtful debts based on a review of all outstanding amounts as at the balance sheet
date.

Toll compensation recoverable from the Government is carried at anticipated realisable value after taking
into consideration the effects of the arrangements described in Note 3(i)(b) and Note 3(ii)(b). An assessment
of the recoverability of the amount is performed annually based on estimated recoverable amount
persuant to the settlement arrangement as set out in Note 3(i)(b). Please see Note 4.2(o)(iv) for the
recognition of toll compensation.

172 PLUS Expressways Berhad Annual Report 2008


Notes to The Financial Statements continued

4 SIGNIFICANT ACCOUNTING POLICIES (continued)


4.3 Changes in Accounting Policies and Effects Arising from Adoption of New IC Interpretation
On 1 January 2008, the Group and the Company adopted IC Interpretation 8: Scope of FRS 2, which is mandatory
for financial periods beginning on or after 1 July 2007.

The adoption of the above IC Interpretation does not result in significant changes to the accounting policies and
does not have a significant financial impact on the Group or Company.

4.4 New standards and interpretations that are not yet effective
At the date of authorisation of these financial statements, the following new FRS and Interpretations were issued
but not yet effective and have not been applied by the Group and the Company:

Effective for
financial periods
FRS, Amendment to FRS and IC Interpretations beginning on or after

FRS 7: Financial Instruments: Disclosures 1 January 2010


FRS 8: Operating Segments 1 July 2009
FRS 139: Financial Instruments: Recognition and Measurement 1 January 2010
IC Interpretation 9: Reassessment of Embedded Derivatives 1 January 2010
IC Interpretation 10: Interim Financial Reporting and Impairment 1 January 2010

The new FRS and IC 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 changes in disclosures arising from the
adoption of FRS 7 and FRS 8.

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.

4.5 Key Sources of Estimation Uncertainty


The key assumptions concerning the future and other key sources of estimation uncertainty at the balance sheet
date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities
within the next financial year are discussed below.

(i) Share-based payments to employees


The cost of providing share-based payments to employees is charged to the income statement over the vesting
period of the related share options. The cost is based on the fair value of the options and the number of
options expected to vest. The fair value of each option is determined using the Trinomial option pricing
model.

(ii) Amortisation of heavy repairs and other concession assets


The cost of heavy repairs and other concession assets are amortised on a straight-line basis over their useful
lives over 5 to 10 years. These are common life expectancies applied in the industry. Changes in the expected
level of usage and technological developments could impact the economic useful lives and the residual values
of these assets, therefore future depreciation charges could be revised.

173 PLUS Expressways Berhad Annual Report 2008


Notes to The Financial Statements continued

4 SIGNIFICANT ACCOUNTING POLICIES (continued)


4.5 Key Sources of Estimation Uncertainty (continued)
(iii) Amortisation of Expressway Development Expenditure (“EDE”)
The cost of EDE is amortised over the Concession Period by applying the formula in Note 4.2(f)(i) above. The
denominator of the formula includes projected total toll revenue for subsequent years to year 2038 and is
based on the latest available base case traffic volume projections prepared by independent traffic consultants
multiplied by the toll rates as disclosed in Note 2(a) and 3(ii)(a). The assumptions to arrive at the traffic volume
projections take into consideration the growth rate based on current market and economical conditions.
Changes in the expected traffic volume could impact future amortisation charges.

(iv) Income Taxes


Significant 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 issues 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. The carrying amount of taxation and deferred taxation at balance sheet date is disclosed
in the balance sheet.

(v) Toll Compensation Recoverable from Government


Profit projections are used in determining adequacy of the future income tax payable for set-off against Toll
Compensation Recoverable from Government as at balance sheet date. Profit projections are dependent on
various assumptions amongst others traffic volume as mentioned in Note 4.5(iii) above. There are also
judgement involved in determining the amount recoverable for set off against Note 4.5(iv) above. The carrying
amount of Toll Compensation Recoverable from Government at balance sheet date is disclosed in the balance
sheet.

5 REVENUE
Group Company
2008 2007 2008 2007
RM’000 RM’000 RM’000 RM’000

Toll revenue 2,237,035 1,820,464 — —

Gross toll compensation revenue 730,923 697,754 — —


Less: Notional tax on tax exempt dividends — (242,260) — —

Net toll compensation revenue 730,923 455,494 — —

Expressway operation service fees — 6,052 100,960 97,832


Dividend income from a subsidiary — — 885,000 715,811

2,967,958 2,282,010 985,960 813,643


Accrual for Government’s share of toll revenue — — — —

2,967,958 2,282,010 985,960 813,643

174 PLUS Expressways Berhad Annual Report 2008


Notes to The Financial Statements continued

5 REVENUE (continued)
Toll compensation revenue arose from revisions in toll rate structures as described in Note 2(a) to 2(d).

As referred to in Note 3(i)(b), the notional tax on tax exempt dividends is computed based on tax-exempt dividend
declared by PLUS. There is no notional tax on tax exempt dividend for the year 2008 as PLUS did not pay any dividends
from its tax exempt account in 2008.

Based on the terms of PLUS’s SCA, the toll revenue earned during the year is less than the threshold toll revenue and as
such no accrual is made for the Government’s share of toll revenue.

6 OTHER INCOME
Other income comprises the following:

Group Company
2008 2007 2008 2007
RM’000 RM’000 RM’000 RM’000

Income from rental of facilities 21,689 11,848 — —


Income from rental of fibre optic telecommunications system
and way leave rights 15,957 15,197 — —
Negative goodwill arising from acquisition of LINKEDUA — 70,249 — —
Profit element from Islamic short term deposits 85,511 67,013 191 7
Interest income from short term deposits 10,353 7,797 2,699 1,761
Others 18,530 34,110 1,140 1,267

152,040 206,214 4,030 3,035

7 FINANCE COSTS
Finance costs for the year are as follows:

Group Company
2008 2007 2008 2007
RM’000 RM’000 RM’000 RM’000

Profit elements on Islamic financial liabilities 532,898 453,077 25,373 —


Other interest expense 112,301 1,597 31,161 1,591

645,199 454,674 56,534 1,591

175 PLUS Expressways Berhad Annual Report 2008


Notes to The Financial Statements continued

8 PROFIT BEFORE TAX


Group Company
2008 2007 2008 2007
RM’000 RM’000 RM’000 RM’000

Profit before tax is arrived at after charging/(crediting):


Auditors’ remuneration
– statutory audit fee 549 288 60 30
– other services fee 658 304 434 53
Depreciation of property, plant and equipment 7,230 5,676 2,115 1,856
Intangible assets written off (Note 18) 16 — — —
Property, plant and equipment written off (Note 16) 167 29 87 18
Gain on disposal of property, plant and equipment (707) (9) (357) (15)
Amortisation charge for concession assets (Note 15) 374,437 250,162 — —
Amortisation charge for prepaid land lease payments (Note 17) 281 282 1,017 1,017
Amortisation charge for intangible assets (Note 18) 1,490 1,153 581 440
Net book value of EDE written off (Note 16) — 1,447 — —
Directors’ remuneration (Note 10) 2,770 1,742 1,914 1,510
Provision for retirement benefits 1,462 1,396 — —
Rental of equipment 368 445 239 280
Rental of premises 2,463 2,774 2,079 2,544
Short term investment written off 34 505 — —

9 EMPLOYEE COSTS
Group Company
2008 2007 2008 2007
RM’000 RM’000 RM’000 RM’000

Employee emoluments 190,708 152,870 76,238 62,285


Employee training/welfare 7,090 5,652 3,663 2,147

197,798 158,522 79,901 64,432

176 PLUS Expressways Berhad Annual Report 2008


Notes to The Financial Statements continued

10 DIRECTORS’ REMUNERATION
Group Company
2008 2007 2008 2007
RM’000 RM’000 RM’000 RM’000

Executive:
Salaries, bonus and other emoluments 1,183 946 1,183 946
Benefits-in-kind 84 68 84 68

Non-Executive:
Fees 869 416 404 289
Other emoluments 245 170 115 96
Director’s remuneration paid and payable to third party 78 65 78 65
Director’s remuneration paid and payable to immediate
holding company 311 77 50 46

2,770 1,742 1,914 1,510

11 KEY MANAGEMENT PERSONNEL REMUNERATION


Group Company
2008 2007 2008 2007
RM’000 RM’000 RM’000 RM’000

Short term benefits 4,957 2,157 1,914 1,510


EES 547 946 233 894

5,504 3,103 2,147 2,404

Key management personnel is defined as the members of the boards of directors of the Company and its subsidiaries
whereby the authority and responsibility for planning, directing and controlling the activities of the company, directly or
indirectly lies.

177 PLUS Expressways Berhad Annual Report 2008


Notes to The Financial Statements continued

12 INCOME TAX EXPENSE/CURRENT TAX PAYABLE


a) Income tax expense
Group Company
2008 2007 2008 2007
RM’000 RM’000 RM’000 RM’000

Income tax:
Malaysian income tax 24,335 24,987 1,931 19,594
Foreign income tax 36 — — —
Under provision in prior years 490 1,514 490 1,508

Subtotal 24,861 26,501 2,421 21,102

Deferred tax:
Relating to origination and reversal of temporary
differences 405,261 (55,119) (3,623) (98)
Relating to change in tax rate 776 (581) 49 108
Under/(over) provision in prior years 4,764 89,541 (31) (117)

Subtotal 410,801 33,841 (3,605) (107)

Total 435,662 60,342 (1,184) 20,995

The reconciliation of the tax effects of accounting and taxable income are as follows:

Group Company
2008 2007 2008 2007
RM’000 RM’000 RM’000 RM’000

Profit before tax 1,515,702 1,307,990 809,015 718,916

Tax at applicable statutory tax rate of 26% (2007: 27%) 394,083 353,157 210,344 194,107
Tax effect of expenses that are not deductible in
determining taxable profit 36,508 35,844 18,064 2,847
Tax effect of income not subject to tax — — (230,100) (177,458)
Tax effect of changes in tax rate 776 (581) 49 108
Under provision of income tax expense in prior years 490 1,514 490 1,508
Under/(over) provision of deferred tax in prior year 4,764 89,541 (31) (117)
Utilisation of capital allowances (Note (a)) — (228,826) — —
Utilisation of previously unrecognised tax losses and
unabsorbed capital allowances (958) (190,307) — —

Tax expense 435,662 60,342 (1,184) 20,995

178 PLUS Expressways Berhad Annual Report 2008


Notes to The Financial Statements continued

12 INCOME TAX EXPENSE/CURRENT TAX PAYABLE (continued)


a) Income tax expense (continued)
Note (a)
In 2007, deferred tax assets in respect of temporary differences arising during the tax exempt period relating to
qualifying expenditure incurred prior to and during the tax exempt period for 2002 to 2006 were not previously
recognised as there was uncertainty as to whether the related capital allowances can be utilised for set-off against
future taxable profits. These deferred tax assets were recognised in 2007 pursuant to the confirmation from the
relevant authority that these can be utilised.

b) Tax payable
Group Company
2008 2007 2008 2007
RM’000 RM’000 RM’000 RM’000

Current tax payable before set off 19,398 21,619 — 208


Set off against toll compensation recoverable from the
Government (Note 22) (19,273) (21,204) — —

At 31 December 125 415 — 208

Following the expiry of PLUS’s exemption period, PLUS incurred income tax in the current year which is payable as
at year end. The income tax payable is set off against the toll compensation recoverable from the Government in
accordance with the SSCA as detailed out in Note 3(i)(b).

13 EARNINGS PER SHARE


Basic earnings per share has been calculated by dividing the profit for the year attributable to equity holders of the
Company by the number of ordinary shares in issue during the financial year.

These amounts are tabulated as follows:

Group Company
2008 2007 2008 2007

Profit for the year attributable to equity holders of


the Company (RM’000) 1,079,333 1,247,843 810,199 697,921

Number of ordinary shares (‘000) 5,000,000 5,000,000 5,000,000 5,000,000

Basic earnings per share (sen) 21.59 24.96 16.20 13.96

179 PLUS Expressways Berhad Annual Report 2008


Notes to The Financial Statements continued

14 DIVIDENDS
Dividend
Amount per ordinary share
2008 2007 2008 2007
RM’000 RM’000 sen sen

Interim tax exempt dividend for the year ended 31 December 2007
of 6.0 sen per ordinary share declared on 27 August 2007 and
paid on 28 September 2007 — 300,000 — 6.00

Final tax exempt dividend for the year ended 31 December 2007
of 8.0 sen per ordinary share declared on 18 June 2008 and
paid on 16 July 2008 — 400,000 — 8.00

Interim single tier dividend for the year ended 31 December 2008
of 6.5 sen per ordinary share declared on 21 August 2008 and
paid on 23 September 2008 325,000 — 6.50 —

Final single tier dividend for the year ended 31 December 2008
of 9.5 sen per ordinary share 475,000 — 9.50 —

800,000 700,000 16.00 14.00

At the forthcoming Annual General Meeting, a final single tier dividend in respect of the financial year ended 31
December 2008 of 9.5 sen per ordinary share of RM0.25 each, amounting to a total dividend payable of RM475 million
will be proposed for shareholders’ approval. The financial statements for the current financial year do not reflect this
proposed dividend. Such dividend if approved by the shareholders, will be accounted for in shareholders’ equity as an
appropriation of retained profits in the financial year ending 31 December 2009.

15 CONCESSION ASSETS
Concession assets consist of the following:
– NSE, NKVE, FHR2, and SPDH maintained by PLUS;
– NSECL and KLIA Expressway maintained by ELITE;
– MSSC maintained by LINKEDUA;
– BKE maintained by KLBK;
– BKSP Highway in India under construction by PLUS BKSP;
– Cikampek-Palimanan Highway in Indonesia undertaken by LMS; and
– Cimanggis-Cibitung Toll Road in Indonesia undertaken by CCTW.

180 PLUS Expressways Berhad Annual Report 2008


Notes to The Financial Statements continued

15 CONCESSION ASSETS (continued)


The breakdown of the concession assets according to highways are as follow:

Group Accumulated Net carrying


2008 Cost amortisation amount
RM’000 RM’000 RM’000

Expressway Development Expenditure (“EDE”)


– NSE, NKVE, FHR2, SPDH 9,555,915 1,185,044 8,370,871
– NSECL and KLIA Expressway 1,788,040 143,463 1,644,577
– MSSC 1,104,557 82,067 1,022,490
– BKE 347,812 56,720 291,092

12,796,324 1,467,294 11,329,030

Heavy Repairs
– NSE, NKVE, FHR2, SPDH 1,457,093 822,954 634,139
– NSECL and KLIA Expressway 104,696 48,314 56,382
– MSSC 22,184 4,066 18,118

1,583,973 875,334 708,639

Other Concession Assets


– NSE, NKVE, FHR2, SPDH 488,206 406,571 81,635
– NSECL and KLIA Expressway 83,462 67,123 16,339
– MSSC 36,472 36,472 —
– BKE 17,687 4,864 12,823

625,827 515,030 110,797

Capital Work-In-Progress
– BKSP Highway 174,877 — 174,877
– Cikampek-Palimanan Highway 56,770 — 56,770
– Cimanggis-Cibitung Toll Road 418 — 418

232,065 — 232,065

15,238,189 2,857,658 12,380,531

181 PLUS Expressways Berhad Annual Report 2008


Notes to The Financial Statements continued

15 CONCESSION ASSETS (continued)


Group Accumulated Net carrying
2007 Cost amortisation amount
RM’000 RM’000 RM’000

EDE
– NSE, NKVE, FHR2, SPDH 9,178,841 1,049,734 8,129,107
– NSECL and KLIA Expressway 1,786,496 115,710 1,670,786
– MSSC 1,058,376 57,006 1,001,370

12,023,713 1,222,450 10,801,263

Heavy Repairs
– NSE, NKVE, FHR2, SPDH 1,214,624 685,125 529,499
– NSECL and KLIA Expressway 83,115 37,070 46,045
– MSSC 8,292 2,262 6,030

1,306,031 724,457 581,574

Other Concession Assets


– NSE, NKVE, FHR2, SPDH 465,100 383,040 82,060
– NSECL and KLIA Expressway 81,786 63,268 18,518
– MSSC 36,472 36,472 —

583,358 482,780 100,578

Capital Work-In-Progress
– MSSC 55,516 — 55,516
– BKSP Highway 157,160 — 157,160
– Cikampek-Palimanan Highway 27,395 — 27,395

240,071 — 240,071

14,153,173 2,429,687 11,723,486

182 PLUS Expressways Berhad Annual Report 2008


Notes to The Financial Statements continued

15 CONCESSION ASSETS (continued)


Details of Concession Assets as at 31 December 2008 and 31 December 2007 are as follows:
Other Capital
Heavy Concession Work-In-
Group EDE Repairs Assets Progress Total
RM’000 RM’000 RM’000 RM’000 RM’000

Cost
At 1 January 2008 12,023,713 1,306,031 583,358 240,071 14,153,173
Translation difference — — — (26,881) (26,881)
Additions 370,209 271,280 25,183 80,127 746,799
Acquisition of subsidiary (Note 19(a)) 347,812 — — — 347,812
Reclassification 54,590 6,662 — (61,252) —
Transfer from property, plant & equipment
(Note 16) — — 17,286 — 17,286

At 31 December 2008 12,796,324 1,583,973 625,827 232,065 15,238,189

Accumulated Amortisation
At 1 January 2008 1,222,450 724,457 482,780 — 2,429,687
Charge for the year 194,714 150,877 28,846 — 374,437
Acquisition of subsidiary (Note 19(a)) 50,130 — — — 50,130
Transfer from property, plant & equipment
(Note 16) — — 3,404 — 3,404

At 31 December 2008 1,467,294 875,334 515,030 — 2,857,658

Net Book Value at 31 December 2008 11,329,030 708,639 110,797 232,065 12,380,531

Cost
At 1 January 2007 9,087,492 1,046,757 439,799 41,103 10,615,151
Translation difference — — — 11,680 11,680
Additions 92,979 167,867 25,301 121,480 407,627
Acquisition of subsidiaries 2,844,872 91,407 118,258 65,808 3,120,345
Written off (1,630) — — — (1,630)

At 31 December 2007 12,023,713 1,306,031 583,358 240,071 14,153,173

Accumulated Amortisation
At 1 January 2007 934,732 570,901 362,287 — 1,867,920
Charge for the year 115,185 114,224 20,753 — 250,162
Acquisition of subsidiaries 172,716 39,332 99,740 — 311,788
Written off (183) — — — (183)

At 31 December 2007 1,222,450 724,457 482,780 — 2,429,687

Net Book Value at 31 December 2007 10,801,263 581,574 100,578 240,071 11,723,486

183 PLUS Expressways Berhad Annual Report 2008


Notes to The Financial Statements continued

16 PROPERTY, PLANT AND EQUIPMENT


Furniture,
Fittings,
Telecommu-
nication Operation
Group and Office Motor Tools and Freehold
Equipment Aircrafts Vehicles Computers Equipment Buildings Land Total
RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

Cost
At 1 January 2008 30,892 31,237 27,519 25,100 8,809 4,242 279 128,078
Additions 3,373 — 6,227 764 13 3 — 10,380
Disposals — — (4,504) — — — — (4,504)
Written off (9,834) — (85) (6,350) (5,739) — — (22,008)
Acquisition of
subsidiary
(Note 19(a)) 1,074 — 751 1,073 17,286 — — 20,184
Transfer to
concession assets
(Note 15) — — — — (17,286) — — (17,286)
Transfer to
intangible assets
(Note 18) (630) — — (729) — — — (1,359)
Translation
Difference (70) — (130) (10) — (21) — (231)

At 31 December
2008 24,805 31,237 29,778 19,848 3,083 4,224 279 113,254

Accumulated
Depreciation
At 1 January 2008 27,667 11,061 14,315 20,418 8,223 906 — 82,590
Charge for the year 1,491 2,298 901 2,084 285 171 — 7,230
Disposals — — (3,790) — — — — (3,790)
Written off (9,739) — (85) (6,281) (5,736) — — (21,841)
Acquisition of
subsidiary
(Note 19(a)) 921 — 610 906 3,404 — — 5,841
Transfer to
concession assets
(Note 15) — — — — (3,404) — — (3,404)
Transfer to
intangible assets
(Note 18) (785) — — (402) — — — (1,187)
Translation
Difference (10) — (21) (2) — (7) — (40)

At 31 December
2008 19,545 13,359 11,930 16,723 2,772 1,070 — 65,399

Net Book Value at


31 December 2008 5,260 17,878 17,848 3,125 311 3,154 279 47,855

184 PLUS Expressways Berhad Annual Report 2008


Notes to The Financial Statements continued

16 PROPERTY, PLANT AND EQUIPMENT (continued)


Furniture,
Fittings,
Telecommu-
nication Operation
Group and Office Motor Tools and Freehold
Equipment Aircrafts Vehicles Computers Equipment Buildings Land Total
RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

Cost
At 1 January 2007 25,901 31,237 24,605 22,715 7,247 3,843 — 115,548
Additions 1,022 — 3,301 1,493 — — — 5,816
Disposals — — (182) — — — — (182)
Written off (1,388) — (818) (1,333) (220) — — (3,759)
Acquisition of
subsidiaries 5,346 — 597 2,224 1,784 399 279 10,629
Translation
Difference 11 — 16 1 (2) — — 26

At 31 December
2007 30,892 31,237 27,519 25,100 8,809 4,242 279 128,078

Accumulated
Depreciation
At 1 January 2007 23,697 8,764 14,443 17,850 6,797 697 — 72,248
Charge for the year 1,032 2,297 534 1,803 5 131 — 5,802
Disposals — — (141) — — — — (141)
Written off (1,375) — (818) (1,315) (220) — — (3,728)
Acquisition of
subsidiaries 4,313 — 291 2,080 1,641 78 — 8,403
Translation
Difference — — 6 — — — — 6

At 31 December
2007 27,667 11,061 14,315 20,418 8,223 906 — 82,590

Net Book Value at


31 December 2007 3,224 20,176 13,204 4,682 586 3,336 279 45,487

Included in the depreciation charged for the year is an amount of RM126,000 which is capitalised in concession assets.

185 PLUS Expressways Berhad Annual Report 2008


Notes to The Financial Statements continued

16 PROPERTY, PLANT AND EQUIPMENT (continued)


Furniture,
Fittings,
Telecommu- Operation
nication and Motor Tools and
Company Office Equipment Vehicles Computers Equipment Total
RM’000 RM’000 RM’000 RM’000 RM’000

Cost
At 1 January 2008 1,363 11,587 6,408 770 20,128
Additions 1,712 2,721 412 13 4,858
Disposals — (470) — — (470)
Written off (492) — (124) (261) (877)

At 31 December 2008 2,583 13,838 6,696 522 23,639

Accumulated Depreciation
At 1 January 2008 762 3,679 3,861 512 8,814
Charge for the year 354 348 1,257 156 2,115
Disposals — (182) — — (182)
Written off (425) — (105) (260) (790)

At 31 December 2008 691 3,845 5,013 408 9,957

Net Book Value at 31 December 2008 1,892 9,993 1,683 114 13,682

Cost
At 1 January 2007 1,109 9,823 5,696 770 17,398
Additions 275 1,769 748 — 2,792
Disposals — (5) — — (5)
Written off (21) — (36) — (57)

At 31 December 2007 1,363 11,587 6,408 770 20,128

Accumulated Depreciation
At 1 January 2007 528 3,418 2,694 358 6,998
Charge for the year 250 262 1,190 154 1,856
Disposals — (1) — — (1)
Written off (16) — (23) — (39)

At 31 December 2007 762 3,679 3,861 512 8,814

Net Book Value at 31 December 2007 601 7,908 2,547 258 11,314

186 PLUS Expressways Berhad Annual Report 2008


Notes to The Financial Statements continued

17 PREPAID LAND LEASE PAYMENTS


Group Company
2008 2007 2008 2007
RM’000 RM’000 RM’000 RM’000

Cost
At 1 January/At 31 December 30,174 30,174 100,669 100,669

Accumulated Amortisation
At 1 January 2,624 2,342 1,017 —
Charge for the year 281 282 1,017 1,017

At 31 December 2,905 2,624 2,034 1,017

Net Book Value at 1 January 27,550 27,832 99,652 100,669

Net Book Value at 31 December 27,269 27,550 98,635 99,652

Prepaid land lease payments of the Company relate to transfer of leasehold land from a subsidiary at market value on
27 December 2007.

18 INTANGIBLE ASSETS
Group Company
2008 2007 2008 2007
RM’000 RM’000 RM’000 RM’000

Cost
At 1 January 12,113 11,050 2,504 1,971
Additions 2,177 1,146 1,128 533
Transfer from property, plant & equipment (Note 16) 1,359 — — —
Written off (2,188) (83) (29) —

At 31 December 13,461 12,113 3,603 2,504

187 PLUS Expressways Berhad Annual Report 2008


Notes to The Financial Statements continued

18 INTANGIBLE ASSETS (continued)


Group Company
2008 2007 2008 2007
RM’000 RM’000 RM’000 RM’000

Accumulated Amortisation
At 1 January 9,289 8,219 1,419 979
Charge for the year 1,490 1,153 581 440
Transfer from property, plant & equipment (Note 16) 1,187 — — —
Written off (2,172) (83) (29) —

At 31 December 9,794 9,289 1,971 1,419

Net Book Value at 1 January 2,824 2,831 1,085 992

Net Book Value at 31 December 3,667 2,824 1,632 1,085

Intangible assets consists of computer software and licenses that do not form an integral part of the related hardwares.

19 INVESTMENTS IN SUBSIDIARIES
Company
2008 2007
RM’000 RM’000

Unquoted shares at cost – In Malaysia 2,164,622 2,116,000


Unquoted shares at cost – Outside Malaysia 119,739 64,800

2,284,361 2,180,800

188 PLUS Expressways Berhad Annual Report 2008


Notes to The Financial Statements continued

19 INVESTMENTS IN SUBSIDIARIES (continued)


The subsidiaries are as follows:

Effective Equity Interest
Name Principal Activity 2008 2007

Incorporated in Malaysia

Projek Lebuhraya Utara-Selatan Operation and maintenance of the tolled NSE, NKVE, 100% 100%
Berhad FHR2, and SPDH with a total length of 846 kilometres

Expressway Lingkaran Tengah Operation, maintenance and toll collection of the 100% 100%
Sdn Bhd 63-kilometre NSECL and KLIA Expressway

Linkedua (Malaysia) Berhad Operation, maintenance and toll collection of the 100% 100%
44-kilometre MSSC

Konsortium Lebuhraya Butterworth- Operation, maintenance and toll collection of the 100% —
Kulim (KLBK) Sdn Bhd 17-kilometer BKE which is dual two lane carriageway
from Kulim in Kedah to Seberang Perai in Penang

Incorporated outside Malaysia

PLUS Kalyan (Mauritius) Private Investment holding 100% 100%


Limited
(Incorporated in Mauritius)

PLUS BKSP Toll Limited Four-laning and improvement, operation and 94% 94%
(Incorporated in India) maintenance and toll collection of the 21.6-kilometre
BKSP Highway in India

PT Lintas Marga Sedaya Design, construction, management, financing, operation, 55% 55%
(Incorporated in Indonesia) maintenance and toll collection of the 116-kilometre
Cikampek-Palimanan Highway in Indonesia

PT Cimanggis-Cibitung Tollways Construction, operation and maintenance of the 60% —


(Incorporated in Indonesia) proposed 25.4-kilometre Package 4 – Cimanggis-
Cibitung Toll Road, Indonesia

All companies are audited by member firms of Ernst & Young Global in the respective countries except for KLBK, LMS
and CCTW which are audited by firms other than Ernst & Young.

189 PLUS Expressways Berhad Annual Report 2008


Notes to The Financial Statements continued

19 INVESTMENTS IN SUBSIDIARIES (continued)


(a) Acquisition of subsidiary
On 13 March 2008, the Company acquired 100% equity interest in KLBK.

The fair value and carrying amount of assets acquired and liabilities assumed from the acquisition of KLBK are as
follows:

Fair Value
recognised Acquiree’s
on carrying
Note acquisition amount
RM’000 RM’000

ASSETS
Concession assets 15 297,682 255,621
Property, plant and equipment 16 14,343 14,343
Deferred tax assets 21 3,571 3,571
Sundry receivables, deposits and prepayments 767 767
Short term deposits with licensed banks 39,340 39,340
Cash and bank balances 8,580 8,580

TOTAL ASSETS 364,283 322,222

LIABILITIES
Long term borrowings (172,825) (172,825)
Deferred liabilities (48,525) (48,525)
Sundry and trade payables (8,857) (8,857)
Advance from previous holding company of KLBK 24 (85,378) (85,378)
Tax payable (76) (76)

TOTAL LIABILITIES (315,661) (315,661)

Total net assets 48,622 6,561

Total cost of acquisition 48,622

190 PLUS Expressways Berhad Annual Report 2008


Notes to The Financial Statements continued

19 INVESTMENTS IN SUBSIDIARIES (continued)


(a) Acquisition of subsidiary (continued)
The cash outflow on acquisition is as follows:

RM’000

Purchase consideration satisfied by cash (see note below) 134,000

Total cash outflow of the Company 134,000


Cash and cash equivalents of subsidiary acquired (47,920)

Net cash outflow of the Group 86,080


Less: Deposit paid in previous year (13,400)

Net cash outflow of the Group during the year 72,680

Note:
The purchase consideration of RM134 million includes the full settlement of the shareholder’s advance owing by
KLBK to Malaysia Mining Corporation Berhad, its previous holding company, amounting to RM85.378 million.

20 OTHER INVESTMENT
Group
2008 2007
RM’000 RM’000

Unquoted private debt securities, at cost 65,000 25,000


Add: Premium 33 244
Less: Discount amortised (9,108) —

55,925 25,244
Structured products 110,000 90,000

Total other investment 165,925 115,244

Indicative market value of unquoted bonds 55,379 25,428

Structured products represent placements with maturity period of more than one year with licensed financial
institutions.

191 PLUS Expressways Berhad Annual Report 2008


Notes to The Financial Statements continued

21 DEFERRED TAXATION
Group Company
2008 2007 2008 2007
RM’000 RM’000 RM’000 RM’000

At 1 January 26,173 71,508 1,293 1,186


Recognised in the Income Statement (410,801) (33,841) 3,605 107
Acquisition of subsidiary (Note 19(a)) 3,571 (11,494) — —
Translation difference (28) — — —

At 31 December (381,085) 26,173 4,898 1,293

Presented after appropriate offsetting as follows:


Deferred tax assets 7,154 37,667 4,898 1,293
Deferred tax liabilities (388,239) (11,494) — —

(381,085) 26,173 4,898 1,293

The components and movements of deferred tax assets and liabilities during the financial year prior to offsetting are as
follows:

Deferred Tax Assets of the Group:

Timing
difference
Unabsorbed on property,
Unabsorbed capital plant and
tax losses allowance equipment Provisions Total
RM’000 RM’000 RM’000 RM’000 RM’000

At 1 January 2008 225,644 835,782 1,294 190,871 1,253,591


Recognised in the Income Statement (6,371) (343,611) (144) 58,521 (291,605)
Acquisition of subsidiary 13,631 — — 12,146 25,777
Translation difference — — — (28) (28)

At 31 December 2008 232,904 492,171 1,150 261,510 987,735

At 1 January 2007 178,389 1,007,065 (1,844) (79,408) 1,104,202


Recognised in the Income Statement (6,319) (337,140) 3,138 269,751 (70,570)
Acquisition of subsidiary 53,574 165,857 — 528 219,959

At 31 December 2007 225,644 835,782 1,294 190,871 1,253,591

192 PLUS Expressways Berhad Annual Report 2008


Notes to The Financial Statements continued

21 DEFERRED TAXATION (continued)


Deferred Tax Liabilities of the Group:

Timing
difference on
Unabsorbed Timing property,
capital difference plant and
allowance on EDE equipment Total
RM’000 RM’000 RM’000 RM’000

At 1 January 2008 — (1,227,336) (82) (1,227,418)


Recognised in the Income Statement (6,455) (112,782) 41 (119,196)
Acquisition of subsidiary 27,538 (49,744) — (22,206)

At 31 December 2008 21,083 (1,389,862) (41) (1,368,820)

At 1 January 2007 — (1,032,694) — (1,032,694)


Recognised in the Income Statement — 36,729 — 36,729
Acquisition of subsidiaries — (231,371) (82) (231,453)

At 31 December 2007 — (1,227,336) (82) (1,227,418)

Deferred tax assets have not been recognised in respect of the following items:

Group
2008 2007
RM’000 RM’000

Unused tax losses 505,796 491,559


Unabsorbed capital allowances 657,950 599,288

1,163,746 1,090,847

The unused tax losses and unabsorbed capital allowances of the Group are available indefinitely for offsetting against
future taxable profits of the respective entities within the Group, subject to no substantial change in shareholdings of
those entities under the Income Tax Act, 1967 and guidelines issued by the tax authority.

193 PLUS Expressways Berhad Annual Report 2008


Notes to The Financial Statements continued

21 DEFERRED TAXATION (continued)


Deferred Tax Asset of the Company:

Timing
difference
on property,
plant and
equipment Provisions Total
RM’000 RM’000 RM’000

At 1 January 2008 (1,952) 3,245 1,293


Recognised in the Income Statement (335) 3,940 3,605

At 31 December 2008 (2,287) 7,185 4,898

At 1 January 2007 (1,844) 3,030 1,186


Recognised in the Income Statement (108) 215 107

At 31 December 2007 (1,952) 3,245 1,293

22 TOLL COMPENSATION RECOVERABLE FROM THE GOVERNMENT


Group
2008 2007
RM’000 RM’000

At 1 January 1,392,650 958,360


Net toll compensation revenue 730,923 455,494
Less: Compensation received/recognised (90,533) —
Set off against income tax payable of PLUS (Note 12(b)) (19,273) (21,204)

At 31 December 2,013,767 1,392,650

Analysed as:
Toll compensation recoverable within 12 months 104,269 —
Toll compensation recoverable after 12 months 1,909,498 1,392,650

2,013,767 1,392,650

The amount of toll compensation recoverable and the set-off of the toll sharing and income tax payable amounts are
based on the toll compensation arrangements as described in Note 2(a) to 2(d) and Note 3(i)(b).

194 PLUS Expressways Berhad Annual Report 2008


Notes to The Financial Statements continued

23 SUNDRY RECEIVABLES, DEPOSITS AND PREPAYMENTS


Group Company
2008 2007 2008 2007
RM’000 RM’000 RM’000 RM’000

Sundry receivables 47,238 36,456 1,255 2,377


Less: Allowance for doubtful debts (353) (329) — (7)

46,885 36,127 1,255 2,370


Deposits and prepayments 10,268 22,236 4,751 30,488

57,153 58,363 6,006 32,858

24 HOLDING, SUBSIDIARIES AND RELATED COMPANIES


Group Company
2008 2007 2008 2007
RM’000 RM’000 RM’000 RM’000

Current
Amount owing by related companies (Note iii) 13,806 8,194 74 138
Amount owing by subsidiaries (Note ii) — — 535,823 412,442
Amount owing to the immediate holding company (Note i) (1,338) (39,880) (265) (284)
Amount owing to related companies (Note iii) (115,522) (103,883) (357) (221)
Amount owing to subsidiaries (Note ii) — — (3,203) —

Non-current
Amount owing by subsidiary (Note ii) — — 85,378 —
Amount owing to the immediate holding company (Note i) (6,885) (6,885) — —
Amount owing to subsidiary (Note ii) — — (86,850) (88,850)

195 PLUS Expressways Berhad Annual Report 2008


Notes to The Financial Statements continued

24 HOLDING, SUBSIDIARIES AND RELATED COMPANIES (continued)


The Directors regard UEM, which is incorporated in Malaysia and owns 40.21% of the Company’s equity as at
31 December 2008, as the immediate holding company. The ultimate holding company is Khazanah, which is incorporated
in Malaysia.

(i) Amount owing to immediate holding company


Group Company
2008 2007 2008 2007
RM’000 RM’000 RM’000 RM’000

Amount owing to the immediate holding company 8,223 46,765 265 284
Less: Repayable after twelve months (6,885) (6,885) — —

Repayable within twelve months 1,338 39,880 265 284

The amount owing to the immediate holding company is trade in nature except for RM264,720 (2007: RM283,778)
which is non-trade in nature.

The amount owing is non-interest bearing. The long-term portion of the amount owing of RM6,884,880 (2007:
RM6,884,880) is payable only after PLUS has repaid all amounts borrowed from financial institutions.

(ii) Subsidiaries
The amount owing by/(to) subsidiaries are non-trade in nature, non-interest bearing and repayable on demand,
except for an amount owing to PLUS of RM86,850,000 (2007: RM88,850,000) in respect of the transfer of leasehold
land which is payable from 31 December 2008 until 31 December 2016 in nine fixed annual installments.

The non-current amount owing by subsidiary relates to the shareholder’s advance that was previously owed by KLBK
to its previous holding company. Following the acquisition of KLBK, the shareholder’s advance is now an amount
owing by the subsidiary to PEB (refer Note 19). The amount is not repayable within the next twelve months.

(iii) Related companies


Related companies in these financial statements refer to members of Khazanah Nasional Berhad group of companies.
The amounts owing by/(to) related companies are trade in nature, non-interest bearing and repayable on demand.

196 PLUS Expressways Berhad Annual Report 2008


Notes to The Financial Statements continued

25 SHORT TERM INVESTMENTS


Group
2008 2007
RM’000 RM’000

Quoted shares, at cost 46 46


Less: Accumulated impairment loss — (12)
Less: Written off (46) —

— 34

Islamic Commercial Papers/Medium Term Notes 63,389 49,517


Indonesia Central Bank Certificates (equivalent to IDR39.8 billion) — 13,771

63,389 63,288

Total short term investments 63,389 63,322

Market value of quoted shares — 34

26 LONG TERM AND SHORT TERM DEPOSITS WITH LICENSED BANKS AND CASH AND BANK BALANCES
Group Company
2008 2007 2008 2007
RM’000 RM’000 RM’000 RM’000

Current
Islamic short term deposits (Note i) 1,910,218 2,201,656 — —

Conventional short term deposits


– Proceeds Account (Note ii) 20,438 83,023 — —
– Others (Note iii) 278,468 93,456 6,190 4,770

2,209,124 2,378,135 6,190 4,770

Cash and bank balances


– Proceeds Account (Note ii) 3 25 — —
– Others 25,303 39,462 253 296

25,306 39,487 253 296

Total cash and cash equivalents 2,234,430 2,417,622 6,443 5,066

Non-current
Long term deposits (Note iv) 483 547 — —

197 PLUS Expressways Berhad Annual Report 2008


Notes to The Financial Statements continued

26 LONG TERM AND SHORT TERM DEPOSITS WITH LICENSED BANKS AND CASH AND BANK BALANCES
(continued)
(i) The use of the balances in PLUS, which include the minimum amounts of RM978.28 million (2007: RM961.84 million)
held under the Finance Service Reserve Account and Maintenance Reserve Account pursuant to the Senior Sukuk
agreement, is subject to certain covenants and restrictions as set out in Note 32 and Note 35.

Included in deposits placed with licensed banks is an amount of RM1.98 million (2007: RM1.93 million) which has
been pledged as security for a performance bond by ELITE as set out in Note 35.

The use of the balances in ELITE, which include the minimum amounts of RM95.20 million (2007: RM57.50 million)
held under the Finance Service Reserve Account pursuant to the BAIDS agreement, is subject to certain covenants
and restrictions as set out in Note 32 and Note 35.

The use of the balances in KLBK which include the minimum amounts of RM5.24 million (2007: RM5.24 million) held
under the Finance Service Reserve Account and Maintenance Reserve Account pursuant to the BAIDS agreement, is
subject to certain covenants and restrictions as set out in Note 32 and Note 35.

(ii) This relates to the amount received from the Government of which shall be used in the manner as prescribed in the
Proceeds Account Agreement of PLUS as set out in Note 39.

(iii) Included in deposits placed with licensed banks is an amount of RM25.67 million (2007: RM3.46 million) which has
been pledged as security for a performance bond by LMS.

(iv) This relates to PLUS BKSP’s long term deposit placed with a licensed bank for purpose of obtaining performance
guarantee for its project.

27 SHARE CAPITAL
Group and Company
2008 2007
RM’000 RM’000

Authorised:
10,000,000,000 ordinary shares of RM0.25 each at beginning/end of the year 2,500,000 2,500,000

Issued and fully paid up:


5,000,000,000 ordinary shares of RM0.25 each at beginning/end of the year 1,250,000 1,250,000

198 PLUS Expressways Berhad Annual Report 2008


Notes to The Financial Statements continued

28 CAPITAL RESERVE
Group
2008 2007
RM’000 RM’000

Non-distributable:
Capital redemption reserve 10,000 10,000
Share premium 451,138 451,138

461,138 461,138

The Capital Redemption Reserve arose upon the redemption by PLUS of Redeemable Convertible Cumulative Preference
Shares in 1999.

Share premium of the Group represents the premium arising from the rights issue and from the conversion of the
Redeemable Convertible Bonds (“RCB”) as a result of a debt restructuring in 2002.

29 MERGER RESERVE
The difference between the nominal value of share of the Company issued as consideration and the nominal value of
the shares acquired has been classified as a merger reserve. The merger reserve arose on 31 May 2002.

30 OTHER RESERVES
The breakdown and movement of other non-distributable reserves are as follows:

Capital
Foreign contribution
currency from
translation holding
Non-distributable: reserve company Total
Group RM’000 RM’000 RM’000
(a) (b)

At 1 January 2008 (2,445) 3,485 1,040


Foreign currency translation (17,867) — (17,867)
Share options granted under EES: recognised in income statement — 944 944
Transfer to retained earnings upon expiry of EES (Note 31) — (4,429) (4,429)

At 31 December 2008 (20,312) — (20,312)

199 PLUS Expressways Berhad Annual Report 2008


Notes to The Financial Statements continued

30 OTHER RESERVES (continued)


Capital
Foreign contribution
currency from
translation holding
Non-distributable: reserve company Total
Group RM’000 RM’000 RM’000
(a) (b)

At 1 January 2007 (139) 1,816 1,677


Foreign currency translation (2,306) — (2,306)
Share options granted under EES: recognised in income statement — 1,669 1,669

At 31 December 2007 (2,445) 3,485 1,040

Capital
contribution
from holding
company
Company RM’000

At 1 January 2008 2,037


Share options granted under EES: recognised in income statement 747
Transfer to retained earnings upon expiry of EES (Note 31) (2,784)

At 31 December 2008 —

At 1 January 2007 1,286


Share options granted under EES: recognised in income statement 751

At 31 December 2007 2,037

The nature and purpose of each category of reserve are as follows:

(a) Foreign currency translation reserve


The foreign currency translation reserve is used to record exchange differences arising from the translation of the
financial statements of foreign operations whose functional currencies are different from that of the Group’s
presentation currency. It is also used to record the exchange differences arising from monetary items which form
part of the Group’s net investment in foreign operations, where the monetary item is denominated in either the
functional currency of the reporting entity or the foreign operation.

200 PLUS Expressways Berhad Annual Report 2008


Notes to The Financial Statements continued

30 OTHER RESERVES (continued)


(b) Capital contribution from holding company
This represents the equity-settled share options granted to employees. It is made up of the cumulative value of
services received from employees recorded on grant of share options under the Employee Equity Scheme of UEM
for eligible employees of PEB as explained in Note 4.2(j)(iv).

The expenses arising from equity-settled share-based payment transactions that have been included in the employee
costs for the Group is RM944,000 (2007: RM1,669,000) and for the Company is RM747,000 (2007: RM751,000).

Upon expiration of the Scheme on 22 October 2008, the amount recognised in the share option reserve was
tranferred to retained earnings (refer Note 4.2 (j)(iv)).

31 RETAINED EARNINGS
Group Company
2008 2007 2008 2007
RM’000 RM’000 RM’000 RM’000

Balance at beginning of year 3,329,186 2,506,343 488,920 215,999


Transfer from share option reserve (Note 30) 4,429 — 2,784 —
Profit for the year 1,079,333 1,247,843 810,199 697,921

4,412,948 3,754,186 1,301,903 913,920


Dividends (725,000) (425,000) (725,000) (425,000)

Balance at end of year 3,687,948 3,329,186 576,903 488,920

Prior to the year of assessment 2008, Malaysian companies adopted the full imputation system. In accordance with the
Finance Act 2007 which was gazetted on 28 December 2007, companies shall not be entitled to deduct tax on dividend
paid, credited or distributed to its shareholders, and such dividends will be exempted from tax in the hands of the
shareholders (“single tier system”). However, there is a transitional period of six years, expiring on 31 December 2013, to
allow companies to pay franked dividends to their shareholders under limited circumstances. Companies also have an
irrevocable option to disregard the 108 balance and opt to pay dividends under the single tier system. The change in
the tax legislation also provides for the 108 balance to be locked-in as at 31 December 2007 in accordance with Section
39 of the Finance Act 2007.

The Company has elected for the irrevocable option to disregard the 108 balance as at 31 December 2008. Hence, the
Company will be able to distribute dividends out of its entire retained earnings as at 31 December 2008 under the single
tier system. The Company did not elect for the irrevocable option to disregard the 108 balance as at 31 December
2007.

In addition, as at 31 December 2008, PLUS has tax exempt profits available for distribution of approximately RM5,032
million (2007: RM5,032 million), subject to the agreement of the Inland Revenue Board.

201 PLUS Expressways Berhad Annual Report 2008


Notes to The Financial Statements continued

32 LONG TERM AND SHORT TERM FINANCIAL LIABILITIES


Group Company
Note 2008 2007 2008 2007
RM’000 RM’000 RM’000 RM’000

Long Term Financial Liabilities


PEB
PLUS SPV Sukuk (a)(i) 776,174 — 776,174 —

PLUS
Senior Sukuk (a)(ii) 2,450,000 3,000,000 — —
Zero Coupon Sukuk Series 1 (“Sukuk Series 1”) (a)(iii) 1,660,015 1,561,724 — —
Zero Coupon Sukuk Series 2 (“Sukuk Series 2”) (a)(iv) 1,322,056 1,238,078 — —
Sukuk Musyarakah Medium Term Notes Programme
of RM4,500 million nominal value (“Sukuk Series 3”) (a)(v) 950,154 592,425 — —

ELITE
BAIDS (a)(vi) 635,859 704,029 — —

KLBK
BAIDS (a)(vii) 171,346 — — —

At 31 December 7,965,604 7,096,256 776,174 —

Group
Note 2008 2007
RM’000 RM’000

Short Term Financial Liabilities


PLUS
Senior Sukuk (a)(ii) 550,000 550,000

ELITE
BAIDS (a)(vi) 68,169 42,838

KLBK
BAIDS (a)(vii) 4,963 —

At 31 December 623,132 592,838

202 PLUS Expressways Berhad Annual Report 2008


Notes to The Financial Statements continued

32 LONG TERM AND SHORT TERM FINANCIAL LIABILITIES (continued)


PEB
(a)(i) PLUS SPV Sukuk
Group Company
2008 2007 2008 2007
RM’000 RM’000 RM’000 RM’000

Principal 761,611 — 761,611 —


Accreted profit element 14,563 — 14,563 —

776,174 — 776,174 —

Repayable after 12 months 776,174 — 776,174 —

The PLUS SPV Sukuk are constituted by a Trust Deed dated 13 June 2008 entered into by PLUS SPV Berhad as the
Issuer and the Trustee for the holders of the PLUS SPV Sukuk.

PEB through an independent special purpose company (whose shares are held by a share trustee for and on behalf
of charitable organisations), PLUS SPV Berhad had on 27 June 2008 issued RM1.055 billion nominal value Sukuk
under a medium term notes programme of up to RM4.0 billion nominal value Sukuk based on the Islamic principle
of Musyarakah to investors identified via a book-building process. The PLUS SPV Sukuk were issued in 7 series, with
maturities commencing from 2013 to 2019.

The profit rate is 2.0% per annum and the profit is payable semi-annually on each series of the PLUS SPV Sukuk.

The terms of the PLUS SPV Sukuk contain various covenants including the following:

PEB (the Obligor) shall maintain an annual Debt to Equity Ratio (“the D:E Ratio”) not exceeding 1.5 times throughout
the tenure of the Sukuk Programme. The D:E Ratio is the ratio of indebtedness of the Obligor represented by:

(i) the obligations of the Obligor under the Purchase Undertaking (which is deemed to be an amount equivalent
to the aggregate nominal value of all outstanding Sukuk, adjusted to be equivalent to the accreted value on
the date the D:E Ratio is calculated);

(ii) all other indebtedness of the Obligor for borrowed monies (be it actual or contingent and whether Islamic or
conventional) for principal only, hire purchase obligations, finance lease obligations, net exposure determined
on a marked to market basis under any derivative instrument and obligations/contingent liabilities under
guarantees/call or put options of the Obligor but excluding (a) any inter company loans which are subordinated
to the Sukuk, (b) non-recourse indebtedness incurred by the Obligor’s subsidiaries and (c) any performance
bonds/performance guarantees/shareholder undertakings in relation to cost overruns issued by the Obligor in
respect of projects undertaken by the Obligor and/or its subsidiaries;

to the shareholders’ funds of the Obligor including, if any, preference equity, subordinated shareholders’ advances/
loans and retained earnings/losses less intangibles (if any).

203 PLUS Expressways Berhad Annual Report 2008


Notes to The Financial Statements continued

32 LONG TERM AND SHORT TERM FINANCIAL LIABILITIES (continued)


PEB (continued)
(a)(i) PLUS SPV Sukuk (continued)
The D:E Ratio shall be calculated on a yearly basis and as and when such calculations are required to be made
under the terms of the transaction documents during the tenor of the Sukuk Programme. In the case of D:E Ratio
calculated on a yearly basis, such calculations shall be based on the latest consolidated audited accounts of the
Obligor and in the case of D:E Ratio calculated at any other times, the calculations shall be based on the latest
consolidated management accounts of the Obligor.

The maturity profile of PLUS SPV Sukuk is analysed in Note 34, ‘Maturity Profile of Bonds and Borrowings’.

The relevant details of the security arrangements are stated in Note 35, ‘Security Arrangements of Borrowings and
Bonds’.

PLUS
(a)(ii) Senior Sukuk
Group
2008 2007
RM’000 RM’000

Repayable within 12 months 550,000 550,000


Repayable after 12 months 2,450,000 3,000,000

3,000,000 3,550,000

The Senior Sukuk is constituted by the Trust Deed dated 18 December 2007 entered into by PLUS and the Trustee
for the holders of the Senior Sukuk.

The Senior Sukuk was issued on 27 December 2007 with a nominal value of RM3,550 million under the Islamic
principle of Musyarakah which is a contract of partnership in a venture. Under this structure, potential investors
formed a Musyarakah among themselves to invest in the Senior Sukuk.

The Senior Sukuk were issued in 10 series as primary sukuk with maturities commencing from 2008 to 2017. The
expected return specified for each series of primary sukuk is represented by secondary sukuk. The face value of
secondary sukuk are computed based on the expected return specified for each series of primary sukuk i.e. from
5.70% to 7.50% per annum. The secondary sukuk are redeemable every six months commencing 30 May 2008.

The proceeds of the Senior Sukuk was utilised to replace BAIDS of which RM3,550 million in nominal value was
outstanding. Hence, no additional proceeds were raised from the issuance of the Senior Sukuk. The Senior Sukuk
was issued at par to the face value, to the existing holders of the BAIDS in exchange for the surrender and
cancellation by such holders of their respective BAIDS. The existing holders of the BAIDS were allotted with such
amount of the nominal value of the Senior Sukuk which is equivalent to the amount of nominal value of the BAIDS
as held by them at a certain cut off date.

204 PLUS Expressways Berhad Annual Report 2008


Notes to The Financial Statements continued

32 LONG TERM AND SHORT TERM FINANCIAL LIABILITIES (continued)


PLUS (continued)
(a)(ii) Senior Sukuk (continued)
The terms of the Senior Sukuk contain various covenants including the following:

(i) PLUS must maintain a Finance Service Coverage Ratio (“FSCR”) of at least 1.25 times on each calculation date,
being 30 June and 31 December in each year. The FSCR shall be at least 2.25 times prior to any payment or
declaration of dividend, or any advances;

(ii) PLUS must maintain a Finance Service Reserve Account (“FSRA”) at any time during the tenure of the Senior
Sukuk which has a minimum balance equivalent to the next 12 months’ finance service due under the Senior
Sukuk. The amount therein may be withdrawn to meet any payment under the Senior Sukuk, provided always
that PLUS shall transfer monies into such account within 30 days from such withdrawal to maintain the
minimum balance described above; and

(iii) PLUS must maintain a Maintenance Reserve Account (“MRA”) at any time during the tenure of the Senior
Sukuk which has a minimum balance equivalent to the projected capital expenditure of the Expressways for
the next six months. Such capital expenditure shall exclude the total cost for the Additional Works of up to
RM1,042.48 million. However, a minimum balance may be withdrawn to meet any payment of the projected
capital expenditure for Expressways, subject always to the condition that PLUS shall transfer monies into the
MRA within 30 days of such withdrawal to maintain the minimum balance described above.

The maturity profile of Senior Sukuk is analysed in Note 34, ‘Maturity Profile of Bonds and Borrowings’.

The relevant details of the security arrangements are stated in Note 35, ‘Security Arrangements of Borrowings and
Bonds’.

(a)(iii) Sukuk Series 1


Group
2008 2007
RM’000 RM’000

Sukuk Series 1 1,148,930 1,148,930


Accreted profit element 511,085 412,794

1,660,015 1,561,724

The Sukuk Series 1 are constituted by a Trust Deed dated 28 September 2006 entered into by PLUS and the Trustee
for the holders of the Sukuk Series 1.

Sukuk Series 1 was issued on 10 October 2006 under the Islamic principle of Musyarakah with a nominal value of
RM2,260 million via exchange for BBA Serial Bonds previously issued on 20 December 2002. Sukuk Series 1 are
negotiable non-interest bearing secured Bonds in bearer form evidencing a promise by PLUS to pay stated sums
on specified dates. The Sukuk Series 1 are issued in 12 series with tenures from 8.5 years to 14 years from the date
of issue. The profit margin ranges from 5.75% to 6.95% per annum and is compounded semi-annually.

205 PLUS Expressways Berhad Annual Report 2008


Notes to The Financial Statements continued

32 LONG TERM AND SHORT TERM FINANCIAL LIABILITIES (continued)


PLUS (continued)
(a)(iii) Sukuk Series 1 (continued)
The Sukuk Series 1 entitle holders of the Sukuk Series 1 to a one-off payment of the Exercise Price on the Maturity
Date and Distribution on the Distribution Date.

The maturity profile of Sukuk Series 1 is analysed in Note 34, ‘Maturity Profile of Bonds and Borrowings’.

The relevant details of the security arrangements are stated in Note 35, ‘Security Arrangements of Borrowings and
Bonds’.

The terms of the Trust Deed prescribes that in the event of default, the nominal amount outstanding of the Sukuk
Series 1 will become immediately due and payable.

(a)(iv) Sukuk Series 2


Group
2008 2007
RM’000 RM’000

Sukuk Series 2 1,047,972 1,047,972


Accreted profit element 274,084 190,106

1,322,056 1,238,078

The Sukuk Series 2 are constituted by a Trust Deed dated 28 September 2006 entered into by PLUS and the Trustee
for the holders of the Sukuk Series 2.

Sukuk Series 2 was issued on 10 October 2006 under the Islamic principle of Musyarakah with a nominal value of
RM2,410 million via exchange for Zero Serial BBA previously issued on 17 June 2005. Sukuk Series 2 are negotiable
non-interest bearing secured Bonds in bearer form evidencing a promise by PLUS to pay stated sums on specified
dates. The Sukuk Series 2 are issued in 4 series with tenures from 11 years to 14 years from the date of issue. The
profit margin ranges from 6.35% to 6.95% per annum and is compounded semi-annually.

The Sukuk Series 2 entitle holders of the Sukuk Series 2 to a one-off payment of the Exercise Price on the Maturity
Date and Distribution on the Distribution Date.

The maturity profile of Sukuk Series 2 is analysed in Note 34, ‘Maturity Profile of Bonds and Borrowings’.

The relevant details of the security arrangements are stated in Note 35, ‘Security Arrangements of Borrowings and
Bonds’.

The terms of the Trust Deed prescribes that in the event of default, the nominal amount outstanding of the Sukuk
Series 2 will become immediately due and payable.

206 PLUS Expressways Berhad Annual Report 2008


Notes to The Financial Statements continued

32 LONG TERM AND SHORT TERM FINANCIAL LIABILITIES (continued)


PLUS (continued)
(a)(v) Sukuk Series 3
Group
2008 2007
RM’000 RM’000

Sukuk Series 3 856,235 548,095


Accreted profit element 93,919 44,330

950,154 592,425

The Sukuk Series 3 are constituted by a Trust Deed dated 28 September 2006 entered into by PLUS and the Trustee
for the holders of the Sukuk Series 3.

PLUS issued 2 tranches of Sukuk Series 3 under the Islamic principle of Musyarakah with a nominal value of
RM1,375 million on 10 October 2006 with tenures of 14 years and 15 years from the date of issue. Further, PLUS
has issued the third tranche with a nominal value of RM700 million on 29 May 2008 with a tenure of 14 years from
the date of issue. Sukuk Series 3 are negotiable non-interest bearing secured Medium Term Notes (“MTNs”) in
bearer form evidencing a promise by PLUS to pay stated sums on specified dates.

The profit margin ranges from 5.95% to 6.52% per annum and is compounded semi-annually.

There will be two (2) types of Sukuk Series 3 namely those MTNs with Periodic Payments and those MTNs without
Periodic Payments provided that Sukuk Series 3 involving MTNs with Periodic Payments may only be issued upon
either (a) redemption in full of the Senior Sukuk, the Sukuk Series 1 and the Sukuk Series 2; or (b) consent of the
holders of the Senior Sukuk, the Sukuk Series 1 and the Sukuk Series 2; or (c) from 30 June 2019 onwards,
whichever earlier.

MTNs with Periodic Payments will be entitled to Periodic Payments and a payment of the Exercise Price.

MTNs without Periodic Payments will only be entitled to a one-off payment of the Exercise Price on the Maturity
Date and Distribution on the Distribution Date.

The maturity profile of Sukuk Series 3 is analysed in Note 34, ‘Maturity Profile of Bonds and Borrowings’.

The relevant details of the security arrangements are stated in Note 35, ‘Security Arrangements of Borrowings and
Bonds’.

The terms of the Trust Deed prescribes that in the event of default, the nominal amount outstanding of the Sukuk
Series 3 will become immediately due and payable.

207 PLUS Expressways Berhad Annual Report 2008


Notes to The Financial Statements continued

32 LONG TERM AND SHORT TERM FINANCIAL LIABILITIES (continued)


ELITE
(a)(vi) BAIDS
Group
2008 2007
RM’000 RM’000

BAIDS 710,000 755,000


Accreted profit element (5,972) (8,133)

704,028 746,867

Repayable within 12 months 68,169 42,838


Repayable after 12 months 635,859 704,029

704,028 746,867

On 28 February 2003, ELITE issued an Islamic debt security, the BAIDS of RM800 million to investors, where part of
the proceeds of the issuance of the BAIDS was used to repay an amount then owing to commercial lenders
comprising banks or merchant banks, the Employees’ Provident Fund Board and Danaharta Urus Sdn Bhd
(collectively known as “TL Facility Lenders”) under a Term Loan Facility Arrangement and commercial lenders who
are discount houses and fund managers (collectively known as “Scheduled Creditors”) under a Scheduled Payment
Arrangement.

The BAIDS are negotiable non-interest bearing secured Primary Bonds together with non-detachable Secondary
Bonds. The Primary Bonds were issued in 10 tranches, with maturity commencing from 2006 to 2015.

Each tranche of the BAIDS is divided into a specific number of Primary Bonds in pre-determined face values to
which are attached an appropriate number of Secondary Bonds, the face value of which represents the semi-
annual profit of the bonds. The Secondary Bonds are redeemable every six months after the issue date. The face
value of the Secondary Bonds are computed on the profit margins specified for each tranche of the Primary Bonds,
i.e. from 5.5% to 8.0% per annum.

The terms of BAIDS contain various covenants, including the following:


(i) ELITE must maintain a Finance Service Cover Ratio of at least 1.50 times at all times; and
(ii) ELITE must maintain a Finance Service Reserve Account (“FSRA”) during the tenure of the BAIDS, which has a
minimum balance equivalent to the aggregate of the nominal value of the outstanding BAIDS due in the next
6 months. The amount therein may only be withdrawn to meet the payments due and owing under the BAIDS
and permitted investments under the BAIDS agreement.

The maturity profile of BAIDS is analysed in Note 34, ‘Maturity Profile of Bonds and Borrowings’.

The relevant details of the security arrangements are stated in Note 35, ‘Security Arrangements of Borrowings and
Bonds’.

The terms of the Trust Deed prescribes that in the event of default, the nominal amount of the BAIDS, that is the
Cost Portion of the Sale Portion, and the profit element next due will become immediately due and payable.

208 PLUS Expressways Berhad Annual Report 2008


Notes to The Financial Statements continued

32 LONG TERM AND SHORT TERM FINANCIAL LIABILITIES (continued)


KLBK
(a)(vii) BAIDS
Group
2008 2007
RM’000 RM’000

BAIDS 163,176 —
Accreted profit element 13,133 —

176,309 —

Repayable within 12 months 4,963 —


Repayable after 12 months 171,346 —

176,309 —

The KLBK BAIDS are constituted pursuant to a Trust Deed between KLBK and Malaysian Trustees Berhad dated
5 July 2005. The Company issued RM247,000,000 secured Primary BAIDS based on the Islamic financing principle
of Bai Bithaman Ajil.

The Primary BAIDS comprise 25 series, with total proceeds of RM173,176,140 and redemption value of
RM247,000,000, maturing annually from year 2005 to year 2022. Attached to the Primary BAIDS are non-detachable
Secondary BAIDS which represents the profit element attributable to the Primary BAIDS. The profit rate is 4.0% per
annum and the profit is payable semi-annually on each series of the Primary BAIDS. The Secondary BAIDS have a
face value of RM119,540,000.

The profit element on the Primary BAIDS is recognised as finance cost over the tenure of the Primary BAIDS’ series
and is charged to the income statement as an expense in the financial year it is incurred.

The maturity period of BAIDS is analysed in Note 34, “Maturity Profit of Bonds and Borrowings”.

The relevant details of the security arrangements are stated in Note 35, ‘Security Arrangements of Borrowings and
Bonds’.

33 LONG TERM AND SHORT TERM BORROWINGS AND AMOUNT DUE TO GOVERNMENT
Group Company
Note 2008 2007 2008 2007
RM’000 RM’000 RM’000 RM’000

Long Term Borrowings (a) 1,551,694 1,486,683 — —


Short Term Borrowings (b) 332,801 904,347 325,806 898,466
Amount due to Government (c) 38,096 38,096 — —

1,922,591 2,429,126 — 898,466

209 PLUS Expressways Berhad Annual Report 2008


Notes to The Financial Statements continued

33 LONG TERM AND SHORT TERM BORROWINGS AND AMOUNT DUE TO GOVERNMENT (continued)
Group Company
Note 2008 2007 2008 2007
RM’000 RM’000 RM’000 RM’000

(a) Long Term Borrowings (Repayable after 12 months)


ELITE
Government Loans
– Amount drawndown 89,917 89,917 — —
– Additional Government Loan 300,000 300,000 — —

(a)(i) 389,917 389,917 — —

LINKEDUA
Government Loan
– Principal and capitalised interest 993,269 954,765 — —
– Accrued interest 81,051 38,504 — —

(a)(ii) 1,074,320 993,269 — —

PLUS BKSP
Term loan (a)(iii) 87,457 103,497 — —

Total Long Term Borrowings 1,551,694 1,486,683 — —

(b) Short Term Borrowings (Repayable within 12 months)


PLUS BKSP
Term loan (a)(iii) 6,995 5,881 — —

PEB
Bridging Loans
– Bridging Loan 1 79,300 16,874 79,300 16,874
– Accrued interest 185 29 185 29

79,485 16,903 79,485 16,903

– Bridging Loan 2 245,949 880,000 245,949 880,000


– Accrued interest 372 1,563 372 1,563

246,321 881,563 246,321 881,563

Total Bridging Loans (b)(i) 325,806 898,466 325,806 898,466

Total Short Term Borrowings 332,801 904,347 325,806 898,466

(c) ELITE
Amount due to Government (c)(i) 38,096 38,096 — —

210 PLUS Expressways Berhad Annual Report 2008


Notes to The Financial Statements continued

33 LONG TERM AND SHORT TERM BORROWINGS AND AMOUNT DUE TO GOVERNMENT (continued)
ELITE
(a)(i) Government Loans
ELITE entered into an agreement on 15 December 2000 with the Government whereby the Government provides
financing up to a maximum of RM100 million, at an interest rate of 8% per annum capitalised on an annual
basis.

The Government and ELITE entered into a Supplemental Loan Agreement (“SLA”) and Additional Government Loan
Agreement (“AGLA”) dated 15 January 2003, whereby the Government agreed to waive ELITE’s obligation to pay
interest on the then existing Government Loans with effect from 15 December 2000 to 31 December 2001 and to
provide ELITE with an interest free term loan facility at a principal of RM300 million. It was also agreed that the
aforesaid existing Government Loan shall be interest free with effect from 1 January 2002 to the final repayment
date.

Pursuant to ELITE’s SLA and AGLA, the Government Loan and Additional Government Loan are repayable in full on
30 June 2015 or on the BAIDS expected final maturity date of 28 February 2015, whichever earlier.

The maturity profile of the ELITE’s Government Loans is analysed in Note 34, ‘Maturity Profile of Bonds and
Borrowings’.

The relevant details of the security arrangements are stated in Note 35, ‘Security Arrangements of Borrowings and
Bonds’.

LINKEDUA
(a)(ii) Government Loan
LINKEDUA’s Government Loan is repayable in 13 semi-annual installments ranging from RM58 million to RM346
million commencing from 14 June 2014 and bears interest at rate of 8% per annum (2007: 8% per annum).

The maturity profile of the LINKEDUA’s Government Loan is analysed in Note 34, ‘Maturity Profile of Bonds and
Borrowings’.

The relevant details of the security arrangements are stated in Note 35, ‘Security Arrangements of Borrowings and
Bonds’.

PLUS BKSP
(a)(iii) Term Loan
The term loan is denominated in Indian Rupees, bears interest rate of 10.00% per annum and secured by future
toll collection of PLUS BKSP.

The maturity profile of the borrowing is analysed in Note 34, ‘Maturity Profile of Bonds and Borrowings’.

The relevant details of the security arrangements are stated in Note 35, ‘Security Arrangements of Borrowings and
Bonds’.

211 PLUS Expressways Berhad Annual Report 2008


Notes to The Financial Statements continued

33 LONG TERM AND SHORT TERM BORROWINGS AND AMOUNT DUE TO GOVERNMENT (continued)
PEB
(b)(i) Bridging Loans
PEB has entered into loan agreements with CIMB Bank for Bridging Term Loans 1 and 2 on 19 September 2007
and 13 December 2007 respectively. These Bridging Loans are interest bearing loans on clean basis and the
facilities shall be repaid from the proceeds of the issuance of the PLUS SPV Sukuk. Bridging Loan 1 has a tenure
of six (6) months from the date of the first drawdown of the loan with an option to extend for a further 6 months
at the Lender’s discretion or upon first issuance of the PLUS SPV Sukuk, whilst Bridging Loan 2 has a tenure of
three (3) months from the date of the first drawdown of the loans with an option to extend for a further 3 months
at the Lender’s discretion or upon first issuance of the PLUS SPV Sukuk.

During the year Bridging Loan 2 has been partially repaid with an amount of RM760.05 million from the proceeds
of the first issuance of the PLUS SPV Sukuk. Subsequently, both Bridging Loan 1 and 2 have been extended to
13 December and 18 December 2009 respectively.

The maturity profile of the borrowing is analysed in Note 34, ‘Maturity Profile of Bonds and Borrowings’.

ELITE
(c)(i) Amount due to Government
Under the Supplemental Concession Agreement entered on 9 January 1997 between the Government of Malaysia
and ELITE, ELITE undertook to implement the design, construction, maintenance, operation and management of
three additional interchanges namely the Putrajaya Interchange, the proposed Salak Tinggi Interchange (later
relocated to Ampar Tenang and thereafter called the Ampar Tenang Interchange) and Bandar Baru Nilai Interchange
along the NSECL Expressway, and an extension of the KLIA Expressway (“Additional Expressway”).

To assist in the financing of the acquisition of the additional land required of the above Additional Expressway, the
Government of Malaysia agreed to pay to third parties on behalf of ELITE an amount in aggregate not exceeding
RM120 million (referred to as the “Reimbursement Land Cost”). The Reimbursement Land Cost is interest free and
is payable by ELITE to the Government in four equal installments, as follows:

Date of Repayment Percentage


(i) On or before 31 December 2015 25% of Reimbursement Land Cost
(ii) On or before 31 December 2016 25% of Reimbursement Land Cost
(iii) On or before 31 December 2017 25% of Reimbursement Land Cost
(iv) On or before 31 December 2018 25% of Reimbursement Land Cost

As at 31 December 2008, the amount payable to the Government was RM38,095,662 (2007: RM38,095,662).

212 PLUS Expressways Berhad Annual Report 2008


Notes to The Financial Statements continued

34 MATURITY PROFILE OF BONDS AND BORROWINGS


Amounts outstanding and repayable as at 31 December 2008 and 31 December 2007 of the Group are tabulated as
follows:

Between 1 Between
Within 1 and 2 2 and 5 After 5
Year Years Years Years Total
Note RM’000 RM’000 RM’000 RM’000 RM’000

31 December 2008
PEB
PLUS SPV Sukuk 32(a)(i) — — 291,124 485,050 776,174
Bridging Loans 33(b)(i) 325,806 — — — 325,806

PLUS
Senior Sukuk 32(a)(ii) 550,000 1,100,000 950,000 400,000 3,000,000
Sukuk Series 1 32(a)(iii) — 342,691 902,085 415,239 1,660,015
Sukuk Series 2 32(a)(iv) — — — 1,322,056 1,322,056
Sukuk Series 3 32(a)(v) — — — 950,154 950,154

ELITE
BAIDS 32(a)(vi) 68,169 83,478 382,482 169,899 704,028
Government Loans 33(a)(i) — — — 389,917 389,917

LINKEDUA
Government Loan 33(a)(ii) — — — 1,074,320 1,074,320

KLBK
BAIDS 32(a)(vii) 4,963 7,769 15,592 147,985 176,309

PLUS BKSP
Term loan 33(a)(iii) 6,995 14,424 71,542 1,491 94,452

955,933 1,548,362 2,612,825 5,356,111 10,473,231

213 PLUS Expressways Berhad Annual Report 2008


Notes to The Financial Statements continued

34 MATURITY PROFILE OF BONDS AND BORROWINGS (continued)


Between 1 Between
Within 1 and 2 2 and 5 After 5
Year Years Years Years Total
Note RM’000 RM’000 RM’000 RM’000 RM’000

31 December 2007
PEB
Bridging Loans 33(b)(i) 898,466 — — — 898,466

PLUS
Senior Sukuk 32(a)(ii) 550,000 550,000 1,450,000 1,000,000 3,550,000
Sukuk Series 1 32(a)(iii) — — 627,078 934,646 1,561,724
Sukuk Series 2 32(a)(iv) — — — 1,238,078 1,238,078
Sukuk Series 3 32(a)(v) — — — 592,425 592,425

ELITE
BAIDS 32(a)(vi) 42,838 68,169 83,480 552,380 746,867
Government Loans 33(a)(i) — — — 389,917 389,917

LINKEDUA
Government Loan 33(a)(ii) — — — 993,269 993,269

PLUS BKSP
Term loan 33(a)(iii) 5,881 21,026 22,692 59,779 109,378

1,497,185 639,195 2,183,250 5,760,494 10,080,124

35 SECURITY ARRANGEMENTS OF BORROWINGS AND BONDS


The security arrangements as at 31 December 2008 in connection with the Group’s borrowings and bonds are as
follows:
(i) Security arrangement for PLUS SPV Sukuk
(a) A first ranking debenture incorporating a fixed and floating charge over all present and future assets of the
Issuer; and

(b) An assignment of the Issuer’s revenue and income including but not limited to any dividends and distributions,
whether income or capital in nature.

214 PLUS Expressways Berhad Annual Report 2008


Notes to The Financial Statements continued

35 SECURITY ARRANGEMENTS OF BORROWINGS AND BONDS (continued)


(ii) Security arrangement for Senior Sukuk
(a) An assignment and charge (ranking first in point of security) over the Toll Amounts, Credit Balances, Additional
Project Accounts (save and except in respect of the Additional Toll Revenue Account, it would exclude the ELITE
Amount) and PLUS Amount (except for Distribution Amount 1, Distribution Amount 2, Distribution Amount 3,
Charged Amount 1, Charged Amount 2 and Charged Amount 3 and the monies in the Proceeds Account,
Performance Bonds Proceeds Account, Distribution Account 1, Distribution Account 2, Distribution Account 3,
Payment Account 1, Payment Account 2 and Payment Account 3 and all the credit balances therein)
(“Assignment and Charge”).

(b) An assignment (ranking first in point of security) of the rights over the Concession, Construction Guarantees
(other than the Performance Bonds), Construction Contracts and Insurance.

(c) A debenture over the fixed and floating assets of PLUS (other than those security interest already covered
under (a) and (b) above, the Performance Bonds, the Performance Bonds Proceeds Account, the Proceeds
Account, Distribution Account 1, Distribution Account 2, Distribution Account 3, Payment Account 1, Payment
Account 2, Payment Account 3 and all the credit balances therein as well as the Charged Amount 1, Charged
Amount 2 and Charged Amount 3).

(d) An assignment (ranking first in point of security) over PLUS’ rights, title and interest in the Additional Project
Agreements.

(e) An assignment (ranking second in point of security after the Government) over the Performance Bonds and
Performance Bonds Proceeds Account.

(hereinafter referred to as the “Security”)

The security documents shall all form part of the terms of the Senior Sukuk.

The Security Trustee shall hold the benefit of the Security for the Designated Debt financiers (as defined below)
ranking pari passu amongst themselves subject to the following:

(a) the security in respect of the Performance Bonds and Performance Bonds Proceeds Account shall rank second
after the assignment of the same in favour of the Government; and

(b) the security in respect of the FSRA (as hereinafter defined) shall rank as between the Designated Debt financiers
as follows:

(i) ranking first, the Sukukholders; and

(ii) ranking second, the lenders of the Maintenance Bond Facility and Overdraft Facility (excluding the Trade
Lines) which shall rank pari passu amongst themselves.

215 PLUS Expressways Berhad Annual Report 2008


Notes to The Financial Statements continued

35 SECURITY ARRANGEMENTS OF BORROWINGS AND BONDS (continued)


(ii) Security arrangement for Senior Sukuk (continued)
The Distribution Account 1 (and all credit balances therein) and the Distribution Amount 1, and the Payment
Account 1 (and all credit balances therein) and the Charged Amount 1 are excluded from the Security and is held
for the benefit of/charged to the holders of the Sukuk Series 1 respectively.

The Proceeds Account and all credit balances in the Proceeds Account are excluded from the Security and are for
the benefit of the Government.

The Distribution Account 2 (and all credit balances therein) and the Distribution Amount 2, and the Payment
Account 2 (and all credit balances therein) and the Charged Amount 2 are excluded from the Security and is held
for the benefit of/charged to the holders of the Sukuk Series 2 respectively.

The Distribution Account 3 (and all credit balances therein) and the Distribution Amount 3, and the Payment
Account 3 (and all credit balances therein) and Charged Amount 3 are excluded from the Security and is held for
the benefit of/charged to the holders of the Sukuk Series 3.

(iii) Security arrangements for Sukuk Series 1


(a) Assignment over the Sukuk Series 1 Charged Amounts; and

(b) Charge over Payment Account 1.

The Sukuk Series 1 Security Account to receive the Sukuk Series 1 Charged Amounts shall be solely managed by the
Sukuk Series 1 Trustee.

The Sukuk Series 1 Charged Amounts are the sum not exceeding RM400 million of the positive Cash Flow Proceeds
per calendar year in respect of the period commencing 1 January 2011 to 31 December 2015 and RM260 million in
respect of the period from 1 January 2016 to 31 December 2016.

Determination of the Cash Flow Proceeds shall be in the following manner:

– Six months prior to and ending on the date falling 65 days before maturity date of the Sukuk Series 1 (the
“Relevant Period”), PLUS shall determine the excess cash flow of PLUS (other than proceeds from the issuance of
new shares by PLUS and excluding the FSRA and MRA) at the end of each Relevant Period after providing or
payment, as the case may be, for the following:

(i) for PLUS’s budgeted operating and capital expenditure requirements for the following Relevant Period;

(ii) for such of the Maintenance Bond facility and Overdraft facility as remains outstanding;

(iii) to the FSRA and MRA during the said Relevant Period; and

(iv) in respect of the redemption of Senior Sukuk during the said Relevant Period.

216 PLUS Expressways Berhad Annual Report 2008


Notes to The Financial Statements continued

35 SECURITY ARRANGEMENTS OF BORROWINGS AND BONDS (continued)


(iv) Security arrangements for Sukuk Series 2
(a) Assignment over the Sukuk Series 2 Charged Amounts; and

(b) Charge over Payment Account 2.

The Sukuk Series 2 Charged Amounts in relation to each series of the Sukuk Series 2 shall be deposited into the
Sinking Fund Account within five (5) days after the certification of the Cash Flow Proceeds by the auditors (which
shall be within thirty (30) days from the end of each Determination Period) and in any event not less than 30 days
prior to the maturity date of the relevant series of the Sukuk Series 2.

Determination of the Cash Flow Proceeds shall be in the following manner:

– PLUS shall determine its excess revenue and income (other than proceeds from the issuance of new shares by
PLUS and excluding the FSRA and MRA) at the end of a Determination Period after providing or payment, as the
case may be, for the following:

(i) for PLUS’s budgeted operating and capital expenditure requirements for the following Determination
Period;

(ii) for such of the Maintenance Bond facility and Overdraft facility as remains outstanding;

(iii) to the FSRA and MRA during the said Determination Period;

(iv) in respect of the Senior Sukuk during the said Determination Period; and

(v) in respect of the Sukuk Series 1 during the said Determination Period.

“Determination Period” means the period beginning six (6) months and 65 days prior to the maturity date of each
tranches of the Sukuk Series 2 and ending on the date falling sixty five (65) days before the maturity date of that
tranches of the Sukuk Series 2.

Tranches Sukuk Series 2 Maturity Date


Charged Amounts (years from the
(RM million) Issue date)

1 350.0 11
2 650.0 12
3 800.0 13
4 610.0 14

Total 2,410.0

The proceeds in the Sinking Fund Account shall be utilised towards redemption of the Sukuk Series 2 on their
respective maturity dates. The Sinking Fund Account shall be operated solely by the Trustee.

217 PLUS Expressways Berhad Annual Report 2008


Notes to The Financial Statements continued

35 SECURITY ARRANGEMENTS OF BORROWINGS AND BONDS (continued)


(v) Security arrangements for Sukuk Series 3
(a) Assignment over the Sukuk Series 3 Charged Amounts; and

(b) Charge over Payment Account 3.

The Sukuk Series 3 Charged Amounts in relation to each series of the Sukuk Series 3 shall be deposited into the
Sinking Fund Account within five (5) days after the certification of the Cash Flow Proceeds by the auditors (which
shall be within thirty (30) days from the end of each Determination Period) and in any event not less than 30 days
prior to the maturity date of the relevant series of the Sukuk Series 3.

Determination of the Cash Flow Proceeds shall be in the following manner:

– PLUS shall determine its excess revenue and income (other than proceeds from the issuance of new shares by
PLUS and excluding the FSRA and MRA) at end of Determination Period after providing or payment, as the case
may be, for the following:

(i) for PLUS’s budgeted operating and capital expenditure requirements for the following Determination
Period;

(ii) for such of the Maintenance Bond facility and Overdraft facility as remains outstanding;

(iii) to the FSRA and MRA during the said Determination Period;

(iv) in respect of the Senior Sukuk during the said Determination Period;

(v) in respect of the Sukuk Series 1 during the said Determination Period; and

(vi) in respect of the Sukuk Series 2 during the said Determination Period.

“Determination Period” means the period beginning six (6) months and 65 days prior to the maturity date of each
tranches of the Sukuk Series 3 and ending on the date falling sixty five (65) days before the maturity date of that
tranches of the Sukuk Series 3.

Tranches Sukuk Series 3 Maturity Date


Charged Amounts (years from the
(RM million) Issue date)

1 675.0 14
2 700.0 15
3 700.0 14

Total 2,075.0

The proceeds in the Sinking Fund Account shall be utilised towards redemption of the Sukuk Series 3 on their
respective maturity dates. The Sinking Fund Account shall be operated solely by the Trustee.

218 PLUS Expressways Berhad Annual Report 2008


Notes to The Financial Statements continued

35 SECURITY ARRANGEMENTS OF BORROWINGS AND BONDS (CONT’D)


(vi) Security arrangements for ELITE’s BAIDS, Government Loan and Additional Government Loan
The security arrangements in connection with ELITE’s BAIDS, Government Loan and Additional Government Loan
(collectively referred to as the “Secured Indebtedness”) are as follows:

a) By way of a first fixed charge, over the Credit Balances, Revenue Account, Additional Operating Account and
Finance Service Account;

b) By way of a first floating charge, over the Capex Account and Operations Account;

c) An assignment of ELITE’s rights, title, benefits and interest in relation to the toll derived or arising under the
Concession Agreement;

d) An assignment of ELITE’s rights, title, benefits and interest under the Toll Revenue Collection Agreement made
between ELITE and PLUS;

e) A fixed and floating charge over ELITE’s present and future assets and undertakings;

f) An assignment over the Insurances executed or to be executed by the ELITE; and

g) An assignment of ELITE’s rights, title, benefits and interest under the Concession, Advertising Agreement,
Maintenance Work Contract, Project Management Agreement, Maintenance Management & Technical
Professional Service Agreement, Electrical, Electronic & Energised Systems Maintenance Agreement, Service
Provider Agreement and the Performance Bond.

(hereinafter referred to as “the Security Documents”)

The Security Trustee shall hold the benefit of the Security Documents for the benefits of the Secured Indebtedness
ranking amongst themselves in the following manner:

a) ranking first, the Government Loans and the BAIDS shall rank pari passu among themselves; and

b) ranking second, the Additional Government Loan

save and except for:

a) The Security in respect of ELITE’s Concession Agreement, Novation Agreement, SCA, SSCA, and TSCA, which
shall be held by the Security Trustee only for the BAIDS.
b) The Security in respect of the Performance Bonds shall rank in the following manner:
• firstly, the Government Loans; and
• secondly, the BAIDS.

219 PLUS Expressways Berhad Annual Report 2008


Notes to The Financial Statements continued

35 SECURITY ARRANGEMENTS OF BORROWINGS AND BONDS (continued)


(vii) Security arrangements for LINKEDUA’s Government Loan
The security arrangements for LINKEDUA’s Government Loan are as follows:

(a) an assignment and charge (ranking pari passu in point of security) of the rights over the Construction Contracts,
Insurance and Performance Bonds;

(b) charge over Security Account 3 and Security Account 5 (ranking pari passu in point of security) being the
accounts maintained for the surplus cash flow for the purpose of Government Loan repayment and for the
proceeds of any issuance of new shares respectively.

(c) a charge over the Toll Amounts and the credit balances therein (ranking pari passu in point of security); and

(d) a debenture over the fixed and floating assets of LINKEDUA (other than those security already covered under
(a) and (b) above) ranking pari passu in point of security.

(viii) Security arrangements for KLBK’s BAIDS


The security arrangement for KLBK’s Primary BAIDS are as follows:

Security Under the Debenture


(a) by way of first fixed charge:

(i) any freehold or leasehold property from time to time and at any time owned by KLBK;

(ii) all the goodwill of KLBK, any patents, trade marks, copyrights, registered designs and similar assets or
rights from time to time and at any time owned by KLBK, and any uncalled capital from time to time and
at any time of KLBK; and

(iii) all book debts and other debts and all other amounts whatsoever from time to time and at any time due,
owing or payable to KLBK, and the benefit of any Security Interests from time to time and at any time held
by KLBK in respect of any such debts or amounts including such amounts as invested by KLBK from the
amounts standing to the credit of any accounts charged to the Security Agent and any income derived
thereon.

(b) by way of first floating charge, the undertaking of KLBK and all its other property, assets, revenues and rights,
whatsoever and wheresoever, both present and future (including any Permitted Investments not charged
pursuant to (viii)(a) above).

Security under the Deed of Assignment


(a) all its present and future rights under the Concession Agreement including all amounts from time to time and
at any time payable to KLBK thereunder by the Government of Malaysia;

(b) all its present and future rights, title and interest in and under the Insurance including all amounts whatsoever
payable under the Insurance and all other rights accruing to KLBK thereunder including all claims and any
returned premiums;

(c) the right to pursue any action, proceeding, suit or arbitration arising in relation to any of the rights assigned
to the Security Agent pursuant to this security and to enforce such rights in the name of the Security Agent or
of KLBK.

220 PLUS Expressways Berhad Annual Report 2008


Notes to The Financial Statements continued

35 SECURITY ARRANGEMENTS OF BORROWINGS AND BONDS (continued)


(viii) Security arrangements for KLBK’s BAIDS (continued)
Security under the Charge
All its present and future rights, title and interest in and to:
(a) the Proceeds;
(b) the Designated Accounts; and
(c) the Credit Balance.

36 RETIREMENT BENEFITS
PLUS and ELITE operate an unfunded, defined benefit Retirement Benefit Scheme (“the Scheme”) for their personnel
whose employment contracts were transferred in 1988 from Malaysian Highway Authority, pursuant to the Concession
Agreement. Under the Scheme, eligible employees are entitled to retirement benefits in accordance with a pre-
determined formula as follows:

Retirement Benefits as at 31 December = (2 X last drawn monthly basic salary X length of service with the company)
– EPF Offset*

* Defined as total employer’s contributions to the EPF, made at the statutory employer’s contribution rate and
accumulated EPF dividend.

The amount recognised in the balance sheet are determined as follows:

Group
2008 2007
RM’000 RM’000

Present value of unfunded defined benefit obligations 13,714 12,845

The amount recognised in the income statement are as follows:

Current service cost 685 729


Interest cost 738 667

1,423 1,396

221 PLUS Expressways Berhad Annual Report 2008


Notes to The Financial Statements continued

36 RETIREMENT BENEFITS (continued)


Principal actuarial assumptions used

2008 2007
% %

Discount rate 6.00 6.00


Expected rate on salary increases 5.00 5.00
EPF dividend rate 4.75 – 5.00 4.75 – 5.00

The Group valued its retirement benefits obligation in accordance with the actuarial valuation prepared by an independent
actuary.

In the current year, RM1,403,783 and RM19,178 was charged to the direct cost of operations and general and
administration expenses respectively. In 2007, RM1,321,639 and RM74,923 was charged to the direct cost of operations
and general and administration expenses respectively.

Movement in the net liability were as follows:

Group
2008 2007
RM’000 RM’000

At 1 January 12,822 11,403


Recognised in the income statement 1,423 1,396
Acquisition of subsidiaries — 176
Contribution paid (174) (153)

At 31 December 14,071 12,822

37 DEFERRED LIABILITIES
Deferred liabilities comprise fees received in advance for future maintenance expenditure to be incurred, in consideration
for right-of-way access granted by PLUS and ELITE, and rentals received in advance and toll compensation received by
KLBK, analysed as follows:

Group
2008 2007
RM’000 RM’000

Amounts received in advance 156,874 76,166


Amounts recognised (29,950) (24,725)

126,924 51,441

222 PLUS Expressways Berhad Annual Report 2008


Notes to The Financial Statements continued

37 DEFERRED LIABILITIES (continued)


Group
2008 2007
RM’000 RM’000

Analysed as:
Deferred liabilities realisable within 12 months 1,187 —
Deferred liabilities realisable after 12 months 125,737 51,441

126,924 51,441

38 TRADE PAYABLES, SUNDRY PAYABLES AND ACCRUALS


Group Company
Note 2008 2007 2008 2007
RM’000 RM’000 RM’000 RM’000

(a) Trade payables (i) 27,331 17,707 — —

(b) Sundry payables and accruals


Sundry payables 13,520 27,190 1,841 1,592
Profit element payable on Senior Sukuk 17,778 20,422 — —
Profit element payable on ELITE’s BAIDS 15,865 16,668 — —
Profit element payable on KLBK’s BAIDS 4,345 — — —
Accruals 59,648 66,185 20,814 13,851
Others 657 5,382 300 268

111,813 135,847 22,955 15,711

(i) Trade payables are non-interest bearing and the normal trade credit terms granted to the Group range from 30 days
to 60 days.

223 PLUS Expressways Berhad Annual Report 2008


Notes to The Financial Statements continued

39 AMOUNT RECEIVED FROM THE GOVERNMENT FOR ADDITIONAL WORKS


Group
2008 2007
RM’000 RM’000

Amount received from the Government 680,590 680,590


Add: Cumulative interest income 46,844 45,479
Less: Additional Works expenditure (703,618) (678,060)
Compensation for loss of interest income (3,371) (3,371)

20,445 44,638

On 17 November 2007, PLUS had executed the Proceeds Account Agreement with the Government to formalise the
rights, utilisation and administration of the amount received from the Government for the Additional Works of RM680.59
million and the interest earned therefrom. Pursuant to the TSCA, the amount shall be utilised solely for the purposes of
the Additional Works and together with the interest earned, have been deposited into the Proceeds Account as disclosed
in Note 26.

40 SIGNIFICANT RELATED PARTY TRANSACTIONS


Group Company
2008 2007 2008 2007
RM’000 RM’000 RM’000 RM’000

Dividend income received/receivable from PLUS — — 885,000 700,000

Management fees received for expressway operation services


rendered by the Company to:
– PLUS — — 94,717 91,780
– LINKEDUA — 3,478 3,589 3,478
– ELITE — 2,574 2,653 2,574

Amount received from UEM for settlement of Hartanah Loan


following acquisition of LINKEDUA by PEB — 18,152 — —

224 PLUS Expressways Berhad Annual Report 2008


Notes to The Financial Statements continued

40 SIGNIFICANT RELATED PARTY TRANSACTIONS (continued)


Group Company
2008 2007 2008 2007
RM’000 RM’000 RM’000 RM’000

Expressways development expenditure works performed for PLUS by:


– UEM 10,821 26,297 — —
– a subsidiary of UEM, namely:
– Teras Teknologi Sdn Bhd (“TERAS”) 12,140 12,173 — —
– UEM Builders Berhad (“UEM Builders”) 82,009 20,575 — 261
– UEM Construction Sdn Bhd 135,433 52,641 — —
– OPUS International (M) Bhd (“OPUS”) 625 1,055 — —
– Projek Penyelenggaraan Lebuhraya Berhad (“PROPEL”) 98,450 90,218 — —

Expressways development expenditure works performed for


PLUS BKSP by:
– UE Development India Pvt Ltd, a subsidiary of UEM Builders 710 80,765 — —
– TERAS, a subsidiary of UEM 1,932 2,488 — —

Expressways development expenditure works performed for ELITE by:


– PROPEL, a subsidiary of UEM 19,126 15,520 — —
– TERAS, a subsidiary of UEM — 663 — —

Expressways development expenditure works performed for


LINKEDUA by subsidiaries of UEM, namely:
– PROPEL 18,595 929 — —
– UEM Builders 2,098 22,660 — —

Expressway maintenance expenditure paid/payable to:


– subsidiaries of UEM, namely:
– Teras Control Systems Sdn Bhd 10,889 3,147 — —
– TERAS 2,024 — — —
– PROPEL 203,555 211,563 — —

Income from training fees received/receivable from:


– PLUS — — 1,251 373
– LINKEDUA — 32 51 32
– ELITE — 24 64 24
– Penang Bridge Sdn Bhd, a subsidiary of UEM Builders — 1 — 1

225 PLUS Expressways Berhad Annual Report 2008


Notes to The Financial Statements continued

40 SIGNIFICANT RELATED PARTY TRANSACTIONS (continued)


Group Company
2008 2007 2008 2007
RM’000 RM’000 RM’000 RM’000

Additional Works performed for PLUS by:


– UEM — 39,834 — —
– a subsidiary of UEM, namely:
– PEB — — — 106
– PROPEL 135 858 — —
– UEM Construction Sdn Bhd 220,428 427,407 — —

Project management fees paid/payable to OPUS, a subsidiary of UEM 5,522 8,820 — —

Network maintenance management and technical services


performed by OPUS, a subsidiary of UEM 19,146 15,490 — —

Provision of information technology services by TERAS,


a subsidiary of UEM 2,956 3,183 2,956 2,952

Corporate and administrative support services paid/payable to:


– UEM 455 124 193 100
– subsidiaries of UEM, namely:
– UEM Group Management Sdn Bhd 2,043 1,773 290 206
– TERAS 208 2 208 —
– UEM Academy Sdn Bhd 680 275 661 275
– UEM Leadership Centre Sdn Bhd 809 139 719 125
– Forte Tech Solutions Sdn Bhd 181 — 181 —
– PROPEL 175 — — —
– OPUS 192 — 192 —

Amounts payable to UEM in respect of Director’s remuneration 311 77 50 46

Commission for sale of Touch ‘n Go received/receivable from


Touch ‘n Go Sdn Bhd, a subsidiary of UEM 210 158 — —

226 PLUS Expressways Berhad Annual Report 2008


Notes to The Financial Statements continued

40 SIGNIFICANT RELATED PARTY TRANSACTIONS (continued)


Group Company
2008 2007 2008 2007
RM’000 RM’000 RM’000 RM’000

Commission for toll collection via Touch ‘n Go paid/payable to


Touch ‘n Go Sdn Bhd, a subsidiary of UEM 18,937 16,178 — —

Lease rental income received/receivable in respect of fibre optic


telecommunications network and wayleave rights from
TT dotCom, an associated company of UEM through
TIME Engineering 15,957 15,197 — —

Utilities rental paid/payable in respect of telecommunications


network from TT dotCom, an associated company of UEM
through TIME Engineering 659 1,098 — —

Income from rental of facilities received/receivable from


– associated companies of UEM through TIME Engineering,
namely:
– TT dotCom 340 385 — —
– TIME Reach Sdn Bhd 59 153 — —
– subsidiaries of UEM, namely:
– UEM Land Sdn Bhd 72 102 — —
– Touch ‘n Go Sdn Bhd 1,883 1,857 — —

Professional fees paid/payable to Symphony Share Registrars


Sdn Bhd, in which a director of the Company,
Dato’ Mohamed Azman Yahya, has interest 43 108 43 108

227 PLUS Expressways Berhad Annual Report 2008


Notes to The Financial Statements continued

41 CAPITAL COMMITMENTS
Group Company
2008 2007 2008 2007
RM’000 RM’000 RM’000 RM’000

Amounts authorised and contracted for


– Additional Works 191,400 330,856 — —
– Others 362,072 539,611 340 53

553,472 870,467 340 53

Amounts authorised but not contracted for 93,763 195,639 — —

42 FINANCIAL INSTRUMENTS, FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES


The Group’s principal financial instruments consist of PLUS SPV Sukuk, Senior Sukuk, Sukuk Series 1, Sukuk Series 2, Sukuk
Series 3, BAIDS, Government Loans, Reimbursable Land Cost, Overdraft Facility, Trade Facilities, Maintenance Bond
Facilities, Bridging Loans, term loan, short term and long term investments and short term and long term deposits. The
short term investments (excluding quoted shares), long term investments and short term deposits are investments of
available cash flows from operations.

The Group has various other financial instruments such as trade and sundry payables that arise directly from operations,
amount owing by/(to) subsidiaries, amount owing by/(to) related companies, amount owing by/(to) immediate holding
company, and sundry receivables.

The following disclosures exclude sundry receivables, amount owing by/(to) subsidiaries, amount owing by/(to) related
companies, amount owing by/(to) immediate holding company, toll compensation recoverable from the Government,
amount received from the Government for Additional Works, Reimbursable Land Cost, trade and sundry payables.

The Group reviews and agrees policies for managing each of the risks summarised below:
a) Interest Rate Risk
The Group obtains its external financing through PLUS SPV Sukuk, Senior Sukuk, Sukuk Series 1, Sukuk Series 2,
Sukuk Series 3, BAIDS, Government Loans, Overdraft Facility, Trade Facilities, Maintenance Bond Facilities, Bridging
Loans and term loan. The Group’s profit element for PLUS SPV Sukuk, Senior Sukuk, Sukuk Series 1, Sukuk Series 2,
Sukuk Series 3, BAIDS and interest on Government Loan and term loan are based on agreed fixed rates respectively,
while the interest payable for Bridging Loans range from 4.47% to 4.80% per annum. Interest on the Overdraft
Facilities is the margin of 0.75% per annum over the base lending rate.

Information relating to the Group’s interest rates and profit element on borrowings and bonds are disclosed in Notes
7, 32 and 33. Details of the remaining maturities of the Group’s financial liabilities are disclosed in Note 34.

228 PLUS Expressways Berhad Annual Report 2008


Notes to The Financial Statements continued

42 FINANCIAL INSTRUMENTS, FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (continued)


a) Interest Rate Risk (continued)
The interest/profit profile of the financial liabilities of the Group is as follows:

Group
2008 2007
RM’000 RM’000

Floating rate financial liabilities 325,806 898,466


Fixed rate financial liabilities 9,757,508 8,791,741
Interest-free financial liabilities 389,917 389,917

10,473,231 10,080,124

The weighted average interest rate/profit element per annum and average period on the financial liabilities as at 31
December 2008 were as follows:

Group
2008 2007

Weighted average interest rate/profit element (%)


Floating rate 4.26 4.63
Fixed rate 6.85 6.78

Average period (years)


Floating rate 1.0 0.2
Fixed rate 7.6 7.8
Interest free 6.2 7.2

The interest/profit profile of the financial assets of the Group is as follows:


Group
2008 2007
RM’000 RM’000

Fixed rate financial assets (Note i) 2,438,921 2,557,214


Financial assets on which no interest is earned (Note ii) 25,306 39,487

2,464,227 2,596,701

229 PLUS Expressways Berhad Annual Report 2008


Notes to The Financial Statements continued

42 FINANCIAL INSTRUMENTS, FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (continued)


a) Interest Rate Risk (continued)
Note i
Fixed rate financial assets mainly comprise short term investments (excluding quoted shares), long term investments,
short term deposits and long term deposits, placed with licensed banks and corporate issuers.

The short term deposits and short term investments placed with the licensed banks and corporate issuers in
Malaysia attracted interest/profit element during the year at rates ranging from 2.50% to 4.55% (2007: 2.65% to
4.07%) per annum whereas the profit obtained from long term investments in Malaysia was 7.99% (2007: 7.99%).

The short term and long term deposits of foreign subsidiaries placed with their respective local banks attracted
interest rates ranging from 7.50% to 13.00% (2007: 7.00% to 7.50%) per annum.

The maturity dates for fixed rate financial assets during the period range between 1 day to 72 months (2007: 1 day
to 72 months).

Note ii
Financial assets on which no interest is earned comprise cash and bank balances.

b) Market Risk
The Group holds investment in quoted shares and Commercial Paper/Securities/Medium Term Notes/Bond. The
value of the securities is subject to fluctuations as a result of changes in market prices whether those changes are
caused by factors specific to the individual security or its issuer or factors affecting all securities traded in the market.
The investment in Commercial Paper/Securities/Medium Term Notes/Bond are held to maturity.

c) Foreign Currency Risk


There is no foreign currency financing obtained by the Group for the year ended 31 December 2008.

d) Credit Risk
Credit risks, or the risk of counterparties defaulting, are controlled by the application of credit limits and monitoring
procedure. The Group has no significant concentrations of credit risk as the majority of its deposits are placed with
various major financial institutions in Malaysia.

The toll compensation recoverable from the Government of Malaysia is not exposed to any credit risk to PLUS other
than if there are any amounts due from the Government upon expiry of the Concession Period in 2038, which will
be required to be unconditionally waived by PLUS, as disclosed in Note 3(i)(b). However, the toll compensation
arrangement further provides that the parties may in good faith, make necessary adjustment or variation to the
arrangement to restore PLUS’s position if there is any change in law that may prevent the parties from successfully
implementing the toll compensation arrangement.

e) Liquidity Risk
The Group’s objectives on liquidity are to maintain a balance between meeting debt service obligations and
covenants, Expressway capital and operating expenditure and meeting shareholder distribution expectations.

230 PLUS Expressways Berhad Annual Report 2008


Notes to The Financial Statements continued

42 FINANCIAL INSTRUMENTS, FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (continued)


f) Maturity of Financial Liabilities
The maturity profile of the financial liabilities is disclosed in Note 34.

Undrawn committed facilities available as at 31 December 2008 in respect of the financial liabilities comprise a bank
overdraft facility of RM1 million (2007: RM51 million) and a bridging loan of RM130.70 million.

g) Fair Values
The carrying amount of the financial assets and liabilities of the Group at the balance sheet date approximate their
fair value except for the following:

Group
2008 2007
Carrying Fair Carrying Fair
Amount Value Amount Value
Note RM’000 RM’000 RM’000 RM’000

PLUS SPV Sukuk 32(a)(i) (776,174) (836,020) — —


Senior Sukuk 32(a)(ii) (3,017,778)* (3,195,310) (3,570,422)* (3,850,895)
Sukuk Series 1 32(a)(iii) (1,660,015) (1,771,656) (1,561,725) (1,697,004)
Sukuk Series 2 32(a)(iv) (1,322,056) (1,475,100) (1,238,079) (1,473,081)
Sukuk Series 3 32(a)(v) (950,154) (990,710) (592,425) (698,303)
ELITE’s BAIDS 32(a)(vi) (719,893)** (758,112) (763,534)** (829,327)
KLBK’s BAIDS 32(a)(vii) (171,346)*** (194,342) — —

* inclusive of profit element approximately RM17.78 million (2007: RM20.42 million) in sundry payables.
** inclusive of profit element approximately RM15.87 million (2007: RM16.67 million) in sundry payables.
*** inclusive of profit element approximately RM4.35 million (2007: nil) in sundry payables.

The following methods and assumptions are used to estimate the fair values of the following classes of financial
instruments:

(i) Cash and Cash Equivalents, Islamic Commercial Papers/Medium Term Notes, Trade and Other Receivables/Payables
and Intercompany Balances
The carrying amounts approximate the fair value due to the relatively short term maturity of these financial
instruments.

(ii) Marketable Securities


The fair value of quoted shares is determined by reference to stock exchange quoted market bid price at the
close of the business on the balance sheet date.

(iii) Borrowings
PLUS SPV Sukuk, Sukuk Series 1, 2 and 3 are estimated by discounting the expected future cash flows using
the indicative market rates available for each of the series.

231 PLUS Expressways Berhad Annual Report 2008


Notes to The Financial Statements continued

43 SIGNIFICANT EVENTS
(i) Acquisitions of KLBK
On 13 March 2008, PEB completed the acquisition of the entire issued and paid-up share capital of KLBK for a total
cash consideration of RM134 million from MMC.

KLBK is the concessionaire for the BKE pursuant to a concession agreement dated 28 June 1994 (as supplemented
from time to time) entered into between the Government of Malaysia and KLBK in connection with the design,
construction, management, operation and maintenance of the BKE for a concession period of 32 years which expires
in 2026. The BKE is a dual two lane carriageway and has a total length of approximately 17 kilometres from Kulim
in Kedah to Seberang Perai in Penang.

(ii) Incorporation of CCTW


On 27 December 2008, the Company was issued 48,000,000 shares of CCTW of IDR1,000 each representing 60%
shareholding interest in CCTW, effectively making CCTW a foreign subsidiary of PEB.

The remaining 15% and 25% of CCTW are held by PT Bakrie & Brothers Tbk and PT Capitalinc Investment Tbk
(formerly known as PT Global Financindo Tbk) respectively.

CCTW is incorporated in Indonesia as a limited liability foreign capital participation company to undertake and
implement the 25.4-kilometre Package 4 Cimanggis-Cibitung Toll Road in Indonesia.

(iii) Issuance of RM700 million nominal value of Sukuk Series 3


On 29 May 2008, PLUS issued RM700 million nominal value (RM308 million present value on the issue date) of zero
coupon Sukuk Series 3 pursuant to the RM4,500 million nominal value of Sukuk Series 3 medium term notes
programme to partially redeem the Senior Sukuk in accordance with the Senior Sukuk trust deed.

(iv) Issuance of RM4,000 million nominal value PLUS SPV Sukuk Medium Term Notes programme (“PLUS SPV
Sukuk”) by PLUS SPV Berhad
On 27 June 2008, the Company through an independent special purpose company, PLUS SPV Berhad (“PLUS SPV”),
issued Islamic securities in accordance with the principle of Musyarakah amounting to RM1,055 million nominal
value (RM762 million present value on the issue date) under the RM4,000 million nominal value of PLUS SPV Sukuk
to partially refinance the bridging loan facility of RM1,006 million pursuant to a facility agreement dated
13 December 2007.

44 SEGMENTAL REPORTING
(a) Reporting format
The primary segment reporting format is determined to be geographical segments as the Group’s risks and rates of
return are affected predominantly by differences in the countries operated. Secondary information is reported
segmentally. The operating businesses are organised and managed separately according to the geographical areas,
with each segment representing a strategic business unit that serves different markets.

232 PLUS Expressways Berhad Annual Report 2008


Notes to The Financial Statements continued

44 SEGMENTAL REPORTING (continued)


(b) Geographical segments
The Group’s geographical segments are based on the location of the Group’s assets. Revenue disclosed in
geographical segments are based on the geographical location of its business and customers. The Group’s two
business segments operate in three geographical areas:

(i) Malaysia – the operations in this area are principally investment holding and provision of expressway operation
services.

(ii) India and Mauritius – the operation in this area are investment holding and expressway operation services.

(iii) Indonesia – the operation in this area is expressway operation services.

The following table provides an analysis of the Group’s carrying amount of segment assets and capital expenditure,
analysed by geographical segments:

Segment Assets Capital Expenditure


2008 2007 2008 2007
RM’000 RM’000 RM’000 RM’000

Malaysia 16,709,562 15,654,468 12,226,322 3,412,706


India and Mauritius 180,870 168,844 175,643 105,026
Indonesia 117,870 32,026 57,357 27,831

17,008,302 15,855,338 12,459,322 3,545,563

(c) Business segments


No business segmental analysis is prepared in the current and prior years as the Group is primarily engaged in the
operation and maintenance of toll roads and expressways.

233 PLUS Expressways Berhad Annual Report 2008


Recurrent Related Party Transactions

On 18 June 2008, the PLUS Expressways Berhad Group sought approval for a shareholders’ mandate for the PLUS Expressways
Berhad Group to renew and enter into new Recurrent Transactions (as defined in the Circular to Shareholders dated 26 May
2008) in their ordinary course of business with related parties (“Shareholders Mandate”) as defined in Chapter 10 of the Bursa
Malaysia Securities Berhad Listing Requirement. The breakdown of the aggregate value received/receivable or paid/payable
for the said Recurrent Transactions made from the date the Shareholders Mandate came into effect up to 31 December 2008
are as follows:-

RM

1. Construction and other related works for the widening of certain stretches of the Expressway and NIL
the modification of the Expressway between Jelapang and Ipoh Selatan Toll Plaza (“Additional
Works”) by UEM and its subsidiaries and associated companies for PLUS.

2. Collaboration arrangements for the purpose of tendering for overseas and local projects by UEM NIL
and its subsidiaries and associated companies for PLUS Expressways.

3. Provision of Operation Support Services and other transactions in relation to or arising therefrom. 984,316.92

4. Provision of maintenance works in relation to the Expressways and its Ancillary Facilities. 16,293,304.77

5. Construction and other related works in relation to Expressways, including the Ipoh-Lumut Road and NIL
Diamond Interchange and the proposed second exit to Ipoh City.

6. Provision of IT related services, maintenance and upgrading works and supply of IT equipment and 6,692,670.00
software, electrical and toll equipment spares in relation to the Expressways and Ancillary Facilities
to PLUS Expressways Group.

7. Provision of services in relation to Touch n’ Go cards and SmartTAG including the relevant accessories 1,602,308.39
to PLUS Expressways Group.

8. Grant of access to enter the Expressways and its Ancillary Facilities for carrying out of relevant works NIL
by UEM and its subsidiaries and associated companies for PLUS Expressways Group.

9. Provision of IT related services including consultation and maintenance, supply of IT equipment and NIL
software and provision of Point of Sales System by TIME and its subsidiaries and associated
companies for PLUS Expressways Berhad.

10. Provision of upgrading works in relation to the Expressways and its Ancillary Facilities by UEM 6,934,859.80
Builders and its subsidiaries and associated companies for PLUS Expressways Group.

11. Grant of access by PLUS to Telekom to enter the Expressways and its Ancillary Facilities for the 1,000.00
carrying out of relevant works in relation to telecommunication.

12. Grant of access by PLUS to TNB to enter the Expressways and its Ancillary Facilities for the carrying 64,000.00
out of relevant works in relation to power supply.

13. Construction and other related works in relation to toll road projects in India to PLUS Expressways NIL
Group.

14. Construction and other related works in relation to toll road projects in Indonesia to PLUS NIL
Expressways Group.

234 PLUS Expressways Berhad Annual Report 2008


RELATIONSHIP WITH RELATED PARTIES

The relationship of the related parties as at 31 December 2008 is as follows:-

No. Names of Related Party Relationship

1. UEM and its subsidiaries and associated companies UEM is a major shareholder of PLUS Expressways Berhad. UEM
also has indirect interest in PLUS held through PLUS Expressways
Berhad.

2. PLUS BKSP Toll Limited (“PLUS BKSP”) PLUS Expressways has direct and indirect interest in PLUS BKSP
through its wholly-owned subsidiary, PLUS Kalyan (Mauritius)
Private Limited.

3. TIME and its subsidiaries and associated companies UEM is a major shareholder of TIME. TIME being an associate
company of UEM.

4. UEM Builders and its subsidiaries and associated UEM Builders Berhad is a wholly-owned subsidiary of UEM. UEM
companies also has indirect interest in PROPEL held through UEM Builders
Berhad.

5. Telekom Malaysia Berhad (“Telekom”) and its Khazanah is a major shareholder of Telekom. UEM is a wholly-
subsidiaries owned subsidiary of Khazanah.

6. Tenaga Nasional Berhad (“TNB”) and its subsidiaries Khazanah is a major shareholder of TNB.

235 PLUS Expressways Berhad Annual Report 2008


Analysis of Shareholdings
AS AT 27 APRIL 2009

Authorised Capital : RM2,500,000,000.00


Issued and Paid-Up : RM1,250,000,000.00
Class of Shares : Ordinary Shares of 25 sen each
No of Shareholders : 24,069
Voting Rights : One Vote per Ordinary Share

Size of Holdings No of Holders % No of Shares Held %

Less than 100 578 2.40 17,976 0.00


100 to 1,000 12,538 52.09 11,977,973 0.24
1,001 to 10,000 9,437 39.21 33,991,195 0.68
10,001 to 100,000 1,056 4.39 30,621,794 0.61
100,001 to less than 5% of issued shares 456 1.89 1,197,057,733 23.94
5% and above of issued shares 4 0.02 3,726,333,329 74.53

Total 24,069 100.00 5,000,000,000 100.00

Holders with Holdings of 5% and Above as at 27 April 2009:

Name Direct Holdings % Indirect Holdings %

UEM Group Berhad 2,010,522,335 40.21 — —

Khazanah Nasional Berhad 1,183,212,782 23.66 *2,010,522,335 40.21

Employees Provident Fund Board 533,738,212 10.67 — —

Note:
* Held via UEM Group Berhad

236 PLUS Expressways Berhad Annual Report 2008


Analysis of Shareholdings continued

Directors’ Direct and Indirect Interest in the Company and its Related Corporations as per
the Register of Directors

% of issued
Name of Director No of Shares held capital

Tan Sri Dato’ Mohd Sheriff Mohd Kassim 60,000 *

Dato’ Ahmad Pardas Senin 20,000 *

Noorizah Hj Abd Hamid 20,000 *

YM Professor DiRaja Ungku Abdul Aziz Ungku Abdul Hamid 40,000 *

Hassan Ja’afar 40,000 *

Datuk K Ravindran 40,000 *

Tan Sri Razali Ismail 40,000 *

Dato’ Mohamed Azman Yahya 40,000 *

Geh Cheng Hooi 40,000 *

Quah Poh Keat NIL NIL

Abdul Farid Alias NIL NIL

Datuk Seri Panglima Mohd Annuar Zaini 15,000 *

Dato’ Seri Ismail Shahudin NIL NIL

* less than 0.01%

In its Related Corporations


Save for the following, none of the Directors of the Company has any interest, direct or indirect, in shares in its related
corporations:

% of issued
Name of Director No of Shares held capital

UEM Land Holdings Berhad


Ordinary shares of RM0.50 each

Tan Sri Dato’ Mohd Sheriff Mohd Kassim 666,000* 0.02

Dato’ Ahmad Pardas Senin 2,500,000** 0.10

* 666,000 ordinary shares of RM0.50 each in UEM Land Holdings Berhad issued to replace the 567,800 UEM World Berhad
shares held pursuant to the distribution of the dividend-in-specie by UEM World Berhad
** Include balance of 1,000,000 shares in UEM World Berhad which was exchanged for 1,250,000 ordinary shares of RM0.50
each in UEM Land Holdings Berhad arising from the distribution of the dividend-in-specie by UEM World Berhad

237 PLUS Expressways Berhad Annual Report 2008


Analysis of Shareholdings continued

List of PLUS Expressways’ Top 30 Holders as at 27 April 2009

Name Holdings %

1. UEM Group Berhad 2,010,522,335 40.21

2. Khazanah Nasional Berhad 750,913,103 15.02


Exempt An

3. Employees Provident Fund Board 533,738,212 10.67

4. Khazanah Nasional Berhad 432,299,679 8.65

5. Amanah Raya Nominees (Tempatan) Sdn Bhd 199,487,400 3.99


Skim Amanah Saham Bumiputera

6. Kumpulan Wang Persaraan (Diperbadankan) 124,142,512 2.48

7. Amanah Raya Nominees (Tempatan) Sdn Bhd 50,603,200 1.01


Amanah Saham Wawasan 2020

8. Pertubuhan Keselamatan Sosial 48,535,297 0.97

9. Cartaban Nominees (Asing) Sdn Bhd 34,619,700 0.69


SSBT Fund 4545 For Lazard Emerging Markets Portfolio

10. Valuecap Sdn Bhd 34,403,900 0.69

11. Amanah Raya Nominees (Tempatan) Sdn Bhd 24,938,900 0.50


Amanah Saham Malaysia

12. Cartaban Nominees (Asing) Sdn Bhd 23,217,800 0.46


State Street Australia Fund ATB1 For Platinum Asia Fund

13. Amanah Raya Nominees (Tempatan) Sdn Bhd 22,748,000 0.45


Amanah Saham Didik

14. Malaysian Nominees (Tempatan) Sendirian Berhad 21,580,000 0.43


Great Eastern Life Assurance (Malaysia) Berhad (PAR 1)

15. HSBC Nominees (Asing) Sdn Bhd 18,730,600 0.37


Exempt An For J.P. Morgan Bank Luxembourg S.A.

16. Permodalan Nasional Berhad 16,955,400 0.34

17. Cartaban Nominees (Asing) Sdn Bhd 16,082,950 0.32


Government of Singapore Investment Corporation Pte Ltd for Government of
Singapore (C)

18. CITIGROUP Nominees (Tempatan) Sdn Bhd 14,352,300 0.29


Exempt An For Prudential Fund Management Berhad

19. HSBC Nominees (Asing) Sdn Bhd 12,826,300 0.26


Exempt An For The Bank of New York Mellon (Mellon Acct)

238 PLUS Expressways Berhad Annual Report 2008


Analysis of Shareholdings continued

Name Holdings %

20. HSBC Nominees (Asing) Sdn Bhd 12,789,100 0.26


Exempt An For JPMorgan Chase Bank, National Association (Norges Bank)

21. HSBC Nominees (Asing) Sdn Bhd 11,935,505 0.24


Exempt An For JPMorgan Chase Bank, National Association (U.A.E.)

22. HSBC Nominees (Asing) Sdn Bhd 10,965,582 0.22


BBH and Co Boston For Vanguard Emerging Markets Stock Index Fund

23. Mayban Nominees (Tempatan) Sdn Bhd 10,172,000 0.20


Mayban Trustees Berhad For Public Ittikal Fund (N14011970240)

24. Amanah Raya Nominees (Tempatan) Sdn Bhd 9,495,100 0.19


Public Islamic Dividend Fund

25. SBB Nominees (Tempatan) Sdn Bhd 9,051,100 0.18


Employees Provident Fund Board

26. Cartaban Nominees (Asing) Sdn Bhd 8,985,000 0.18


State Street For IShares, Inc.

27. Mayban Nominees (Tempatan) Sdn Bhd 8,550,000 0.17


Mayban Trustees Berhad For Public Regular Savings Fund (N14011940100)

28. HSBC Nominees (Asing) Sdn Bhd 8,299,500 0.17


TNTC For Fidelity Southeast Asia Fund (FID INV TST)

29. HSBC Nominees (Asing) Sdn Bhd 8,090,100 0.16


Exempt An For the HongKong And Shanghai Banking Corporation Limited
(HBFS – I CLT ACCT)

30. HSBC Nominees (Asing) Sdn Bhd 7,743,500 0.15


HSBC BK Plc For Veritas Asian Fund

239 PLUS Expressways Berhad Annual Report 2008


List of Properties
AS AT 31 December 2008

Landed properties of the PLUS Expressways Group based on net book value as at 31 December 2008

Net Book Value


as at
Age of Existing Land Area and Date of Acquisition/ 31 December 2008
No. Particulars/Address/Description Building Use Tenure Last Revaluation (RM’000)
1. Geran No 16214, Lot 42936 16 years Staff 195 sqm 28 November 1996 156
Mukim Batu, Daerah Kuala Lumpur accommodation Freehold ^ Revaluation done on
State of Wilayah Persekutuan 21 March 2003
14 Jalan 3/38B, Taman SPPK
Segambut, Kuala Lumpur
Double storey link house
2. Geran No 16170, Lot 42886 16 years Staff 130 sqm 12 June 1996 156
Mukim Batu, Daerah Kuala Lumpur accommodation Freehold ^ Revaluation done on
State of Wilayah Persekutuan 21 March 2003
68 Jalan 3/38B, Taman SPPK
Segambut, Kuala Lumpur
Double storey intermediate terrace house
3. PM 603 PT 31821 14 years Staff 130 sqm 26 December 1995 153
(formerly HSM 14621 PT 21106) accommodation Leasehold of ^ Revaluation done on
Mukim Kapar, Daerah Klang 99 years ending 12 July 2003
State of Selangor 8 May 2093
No 87 Jalan Mahkota 2
Bandar Baru Klang, Selangor
Double storey intermediate terrace house
4. PM 621 PT 31839 14 years Staff 130 sqm 26 December 1995 153
(formerly HSM 14639 PT 21124) accommodation Leasehold of ^ Revaluation done on
Mukim Kapar, Daerah Klang 99 years ending 12 July 2003
State of Selangor 8 May 2093
No 51 Jalan Mahkota 2
Bandar Baru Klang, Selangor
Double storey intermediate terrace house
5. PM 620 PT 31838 14 years Staff 130 sqm 26 December 1995 153
(formerly HSM 14638 PT 21123) accommodation Leasehold of ^ Revaluation done on
Mukim Kapar, Daerah Klang 99 years ending 28 October 2004
State of Selangor 8 May 2093
No 53 Jalan Mahkota 2
Bandar Baru Klang, Selangor
Double storey intermediate terrace house
6. PM 604 PT 31822 14 years Staff 130 sqm 26 December 1995 153
(formerly HSM 14622 PT 21107) accommodation Leasehold of ^ Revaluation done on
Mukim Kapar, Daerah Klang 99 years ending 12 July 2003
State of Selangor 8 May 2093
No 85 Jalan Mahkota 2
Bandar Baru Klang, Selangor
Double storey intermediate terrace house

240 PLUS Expressways Berhad Annual Report 2008


List of Properties continued

Net Book Value


as at
Age of Existing Land Area and Date of Acquisition/ 31 December 2008
No. Particulars/Address/Description Building Use Tenure Last Revaluation (RM’000)
7. PN 7686, Lot 247 Seksyen 13 10 years Staff 120.75 sqm 16 December 1996 145
Bandar Shah Alam accommodation Leasehold of ^ Revaluation done on
District of Petaling, State of Selangor 99 years ending 31 March 2005
No 15 Jalan Kayak 13/25 1 November 2092
TTDI, Shah Alam, Selangor
Double storey link house
8. PN 7687, Lot 248 Seksyen 13 10 years Staff 120.75 sqm 16 February 1996 145
Bandar Shah Alam accommodation Leasehold of ^ Revaluation done on
District of Petaling, State of Selangor 99 years ending 5 July 2004
No 17 Jalan Kayak 13/25 1 November 2092
TTDI, Shah Alam, Selangor
Double storey link house
9. PN 7692, Lot 253 Seksyen 13 10 years Staff 120.75 sqm 16 February 1996 145
Bandar Shah Alam accommodation Leasehold of ^ Revaluation done on
District of Petaling, State of Selangor 99 years ending 13 May 2004
No 27 Jalan Kayak 13/25 28 December 2084
TTDI, Shah Alam, Selangor
Double storey link house
10. PN 7696, Lot 257 Seksyen 13 10 years Staff 120.75 sqm 16 February 1996 145
Bandar Shah Alam accommodation Leasehold of ^ Revaluation done on
District of Petaling, State of Selangor 99 years ending 13 May 2004
No 35 Jalan Kayak 13/25 1 November 2092
TTDI, Shah Alam, Selangor
Double storey link house
11. HSM 20930 PT No 15368, Lot 44171 15 years Staff 1,430 sqf 5 January 1996 170
Mukim and District of Petaling accommodation Leasehold ending ^ Revaluation done on
State of Selangor 31 March 2092 13 May 2004
No 43 Jalan SR6/4
Taman Kuda Emas, Serdang Jaya
Section 6, Selangor
Double storey terrace house
12. HSM 20931 PT No 15369, Lot 44172 15 years Staff 1,430 sqf 5 January 1996 170
Mukim and District of Petaling accommodation Leasehold ending ^ Revaluation done on
State of Selangor 31 March 2092 10 May 2004
No 41 Jalan SR6/4
Taman Kuda Emas, Serdang Jaya
Section 6, Selangor
Double storey terrace house

241 PLUS Expressways Berhad Annual Report 2008


List of Properties continued

Net Book Value


as at
Age of Existing Land Area and Date of Acquisition/ 31 December 2008
No. Particulars/Address/Description Building Use Tenure Last Revaluation (RM’000)
13. HSM 20932 PT No 15370, Lot 44173 15 years Staff 1,430 sqf 5 January 1996 170
Mukim and District of Petaling accommodation Leasehold ending ^ Revaluation done on
State of Selangor 31 March 2092 13 May 2004
No 39 Jalan SR6/4
Taman Kuda Emas, Serdang Jaya
Section 6, Selangor
Double storey terrace house
14. HSD 113452 PT No 11539 13 years Staff 1,076 sqf 7 December 1995 134
(formerly HSD 44643 PT 11539) accommodation Leasehold of ^ Revaluation done on
Mukim Damansara, State of Selangor 99 years ending 5 March 2003
1303 Blok D, No 2 Jalan SS7/26 13 April 2089
47301 Petaling Jaya
Apartment unit
15. HSD 113452 PT No 11539 13 years Staff 1,345 sqf 7 December 1995 163
(formerly HSD 44643 PT 11539) accommodation Leasehold of ^ Revaluation done on
Mukim Damansara, State of Selangor 99 years ending 24 April 2003
1508 Blok D, No 2 Jalan SS7/26 13 April 2089
47301 Petaling Jaya
Apartment unit
16. HSM 6455 PT No 1451 16 years Staff 121 sqm 1 August 1996 180
Mukim Damansara accommodation Leasehold of ^ Revaluation done on
Daerah Petaling, Negeri Selangor 99 years ending 13 May 2004
No 46 Jalan SS7/30 27 September 2091
Taman Kelana Indah
Kelana Jaya, Selangor
Double storey intermediate terrace house
17. HSM 6468 PT No 1464 16 years Staff 121 sqm 15 April 1997 185
Mukim Damansara accommodation Leasehold of ^ Revaluation done on
Daerah Petaling, Negeri Selangor 99 years ending 2 October 2006
No 72 Jalan SS7/30 27 September 2091
Taman Kelana Indah
Kelana Jaya, Selangor
Double storey terrace house
18. Part of Mukim Gadek, Mukim Pegoh Not applicable Future commercial 338 acres August 2007 27,269
& Mukim Melaka Pindah development Leasehold of ^ Revaluation done on
District of Alor Gajah, State of Melaka 99 years ending 23 December 2006
Leasehold land August 2106

242 PLUS Expressways Berhad Annual Report 2008


List of Properties continued

Net Book Value


as at
Age of Existing Land Area and Date of Acquisition/ 31 December 2008
No. Particulars/Address/Description Building Use Tenure Last Revaluation (RM’000)
19. HSD 116090 PTD No 32590 23 years Staff 155.33 sqm 1 November 1996 112
Mukim Pulai, District of Johor Bahru accommodation Freehold ^ Revaluation done on
State of Johor (Bumiputra 3 January 2008
No 33 Jalan Rawa 21 restricted)
Taman Perling Johor Bahru
Single storey terrace house
20. HSD 116091 PTD No 32591 23 years Staff 155.33 sqm 1 November 1996 112
Mukim Pulai, District of Johor Bahru accommodation Freehold ^ Revaluation done on
State of Johor (Bumiputra 3 January 2008
No 35 Jalan Rawa 21 restricted)
Taman Perling Johor Bahru
Single storey terrace house
21. HSD 126310 PTD No 29026 11 years Staff 1,540 sqf 29 August 1996 87
Mukim Senai-Kulai, accommodation Freehold ^ Revaluation done on
District of Johor Bahru, State of Johor (Bumiputra 11 July 2007
No 1443 Jalan 1/10 restricted)
Taman Senai Utama
Single storey terrace house
22. HS(D) 202703 PTD 43538 & 43539 15 years Vacant 3,080 sqm 12 January 1993 406
No 4 & 6, Jalan Hang Lekiu Freehold
Taman Skudai Baru
Skudai, Johor Bahru, Johor
Mukim of Pulai
Shoplot

Note:
^ Revaluation was done on the property by the Stamp Duty office/valuation office for the purpose of determining the stamp duty
for transfer documents.
The aforesaid properties provide accommodation to staff of Projek Lebuhraya Utara-Selatan Berhad who work at the toll plazas
along the expressways.

243 PLUS Expressways Berhad Annual Report 2008


Group Directory

PLUS EXPRESSWAYS BERHAD KONSORTIUM LEBUHRAYA BUTTERWORTH-KULIM


Menara Korporat, Persada PLUS (KLBK) SDN BHD
Persimpangan Bertingkat Subang KM 6.5, Lebuhraya Butterworth-Kulim
KM15, Lebuhraya Baru Lembah Klang 13500 Permatang Pauh
47301 Petaling Jaya Seberang Perai, Pulau Pinang, Malaysia
Selangor Darul Ehsan, Malaysia T +604 3977 807
T +603 7801 6666/7666 4666 F +604 3977 808
F +603 7801 6600/7666 4400
www.plus.com.my
PLUS KALYAN (MAURITIUS) PRIVATE LIMITED
c/o Multiconsult Limited
PROJEK LEBUHRAYA UTARA-SELATAN BERHAD Rogers House
Menara Korporat, Persada PLUS 5, President John Kennedy Street
Persimpangan Bertingkat Subang Port Louis, Mauritius
KM15, Lebuhraya Baru Lembah Klang T +230 405 2000
47301 Petaling Jaya F +230 212 5265/+230 208 0572
Selangor Darul Ehsan, Malaysia
T +603 7801 6666/7666 4666
F +603 7801 6600/7666 4400 PLUS BKSP TOLL LIMITED
www.plus.com.my 413, B Wing, Shree Nand Dham
4th Floor, Sector 11, CBD Belapur
Navi Mumbai 400 614
EXPRESSWAY LINGKARAN TENGAH SDN BHD India
Menara Korporat, Persada PLUS T +91 2227573777
Persimpangan Bertingkat Subang F +91 2227573767
KM15, Lebuhraya Baru Lembah Klang
47301 Petaling Jaya
Selangor Darul Ehsan, Malaysia PT LINTAS MARGA SEDAYA
T +603 7801 6666/7666 4666 JI Cibitung II No.34
F +603 7801 6600/7666 4400 Kebayoran Baru
www.plus.com.my Jakarta 12170
Indonesia
T +62 21 7245870
LINKEDUA (MALAYSIA) BERHAD F +62 21 7222436
Menara Korporat, Persada PLUS
Persimpangan Bertingkat Subang
KM15, Lebuhraya Baru Lembah Klang PT CIMANGGIS CIBITUNG TOLLWAYS
47301 Petaling Jaya Wisma Bakrie 1 Lantai 17
Selangor Darul Ehsan, Malaysia Jl. HR. Rasuna Said Kav. B2
T +603 7801 6666/7666 4666 Jakarta 12920
F +603 7801 6600/7666 4400 Indonesia
www.plus.com.my T +62 21 52920266
F +62 21 52920837

244 PLUS Expressways Berhad Annual Report 2008


No. of Ordinary Shares Held FORM OF PROXY
CDS Account No.

I/We
(PLEASE USE BLOCK LETTERS)

of (full address)

being a member/members of PLUS EXPRESSWAYS BERHAD, hereby appoint

of

or failing him, the Chairman of the Meeting as my/our proxy to vote for me/us and on my/our behalf at the Seventh
Annual General Meeting of the Company to be held at the Banquet Hall, Menara Korporat, Persada PLUS, Persimpangan
Bertingkat Subang, KM15, Lebuhraya Baru Lembah Klang, 47301 Petaling Jaya, Selangor Darul Ehsan on Thursday,
4 June 2009 at 10.00 a.m.

My/Our proxy is to vote as indicated below:


(Please indicate with an “3” or “7” 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.)
For Against
Resolution 1 To declare a single tier final dividend of 9.5 sen per ordinary share for the
financial year ended 31 December 2008.
To re-elect the following Directors retiring in accordance with Article 76 of the
Company’s Articles of Association:
Resolution 2 i) Tan Sri Dato’ Mohd Sheriff Mohd Kassim
Resolution 3 ii) Noorizah Hj Abd Hamid
To re-elect the following Directors retiring in accordance with Article 83 of the
Company’s Articles of Association:
Resolution 4 i) Datuk Seri Panglima Mohd Annuar Zaini
Resolution 5 ii) Dato’ Seri Ismail Shahudin
Resolution 6 To approve the Directors’ remuneration.
Resolution 7 To re-appoint Messrs Ernst & Young as Auditors and to authorise the Directors
to fix their remuneration.
Resolution 8 To empower Directors pursuant to Section 132D of the Companies Act 1965 to
allot and issue shares.
Resolution 9 To approve the Proposed Renewal of Shareholders’ Mandate for Recurrent
Related Party Transactions of a Revenue or Trading Nature.
Resolution 10 To approve the Proposed New Mandate for Additional Recurrent Related Party
Transactions of a Revenue or Trading Nature.

Dated this _______________ day of ______________ 2009.


___________________________________
Signature/Seal
NOTES
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, this original form of proxy duly completed must be deposited at the Share Registrar’s 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. 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 appointment(s)
shall be invalid unless the member specifies the proportion of his shareholding to be represented by each proxy.
5. If this form of proxy is returned without any indication as to how the proxy shall vote, the proxy will vote or abstain as he deems fit.
6. 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.

1st fold here

STAMP

The Share Registrar’s Office


Symphony Share Registrars Sdn Bhd
Level 26, Menara Multi-Purpose
Capital Square
No. 8, Jalan Munshi Abdullah
50100 Kuala Lumpur, Malaysia

Then fold here

Fold this flap for sealing

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