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PLUS Expressways Berhad

(570244-T)
The Journey Continues
www.plus.com.my annual report 2010

PLUS EXPRESSWAYS BERHAD (570244-T)


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

annual report 2010


9 th

Annual General Meeting


DATE 29 June 2011
TIME 2.30 p.m.
VENUE Banquet Hall, Menara Korporat,
Persada PLUS,
Persimpangan Bertingkat Subang,
KM15, Lebuhraya Baru Lembah Klang,
47301 Petaling Jaya,
Selangor Darul Ehsan, Malaysia.

PLUS EXPRESSWAYS IS THE


LARGEST TOLL
EXPRESSWAY
OPERATOR IN
SOUTH EAST ASIA
AND ONE OF THE LARGEST IN THE
WORLD IN TERMS OF MARKET
CAPITALISATION
VISION
STATEMENT

“To be a Premier Global Expressway


Group”

MISSION
STATEMENT

“Providing Efficient and Safe


Expressway Network that Enhances
Quality of Life”

CORPORATE
STATEMENT

1. Passion for Success


2. Integrity
3. Caring
4. Trustworthiness
5. Teamwork
6. Sincerity
7. Financial Prudence

…our guiding principle
will be to create value
that can elevate the
Group to greater heights
and sustain the deep and
continued confidence of

all our stakeholders.
Tan Sri Dato’ Mohd Sheriff Mohd Kassim
CHAIRMAN

PASSION OUR OUR


FOR SUCCESS TEAMWORK INTEGRITY
Our passion for success Teamwork enables us to tap the Integrity is embedded in all our
keeps us enthusiastic and diverse range of talent, skills actions and business activities.
drives us forward to excel and experience amongst us to
in all that we undertake to deliver outstanding
do. performance.

OUR OUR OUR


TRUSTWORTHINESS SINCERITY CARING
By being trustworthy, we take Sincerity underlines all our By caring for all our
responsibility for all that we do actions and business activities. stakeholders and the
and say. environment, we help to
enrich peoples’ lives.
contents
4 Notice of Annual General Meeting
7 Statement Accompanying the Notice of The Ninth Annual General Meeting
8 Financial Calendar 2010/2011
9 Milestones 2010 – 2011

10 Company Profile
corporate

11 Our Expressways
12 Group Corporate Structure
13 Awards and Recognition 2010
14 Five-Year Group Financial Highlights
16 2010 Group Operational Highlights
20 Group Quarterly Performance
21 Group Financial Review
25 Share Price & Volume Traded
26 Chairman’s Statement
32 Operations Review
42 Corporate Information
43 Company Secretaries
44 Profile of Board of Directors
50 Management Team
52 Statement of Corporate Governance
64 Statement on Internal Control
69 Statement of Additional Compliance Information
70 Audit Committee Report

79 Directors’ Report
financial

86 Statement by Directors
87 Statutory Declaration
88 Independent Auditors’ Report
90 Income Statements
91 Statements of Comprehensive Income
92 Statements of Financial Position
94 Statements of Changes in Equity
96 Statements of Cash Flows
98 Notes to the Financial Statements
other
information

216 Recurrent Related Party Transactions


217 Relationship with Related Parties
218 Analysis of Shareholdings
221 List of Properties
225 Group Directory

• Form of Proxy
NOTICE IS HEREBY GIVEN THAT the Ninth Annual General Meeting
NOTICE OF
ANNUAL GENERAL MEETING

of the Company will be held at the Banquet Hall, Menara Korporat,


Persada PLUS, Persimpangan Bertingkat Subang, KM15, Lebuhraya
Baru Lembah Klang, 47301 Petaling Jaya, Selangor Darul Ehsan,
Malaysia on Wednesday, 29 June 2011 at 2.30 p.m. 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 2010 together with the Reports of the Directors
and Auditors thereon.

2. To re-elect the following Directors retiring in accordance with


Article 76 of the Company’s Articles of Association:

i. Tan Sri Datuk K. Ravindran RESOLUTION 1


ii. Datuk Seri Panglima Mohd Annuar Zaini RESOLUTION 2
iii. Quah Poh Keat RESOLUTION 3

3. To consider and, if thought fit, to pass the following resolution


pursuant to Section 129 of the Companies Act, 1965:

i. “That Tan Sri Dato’ Mohd Sheriff Mohd Kassim, who RESOLUTION 4
retires in accordance with Section 129(2) of the Companies
Act, 1965, be and is hereby re-appointed as a Director
of the Company in accordance with Section 129(6) of the
Companies Act, 1965 to hold office until the next Annual
General Meeting”

4. To approve the Directors’ remuneration. RESOLUTION 5

5. To re-appoint Messrs Ernst & Young as Auditors and to RESOLUTION 6


authorise the Directors to fix their remuneration.

As Special Business
To consider and if thought fit, to pass the following as ordinary
resolutions:
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PLUS Expressways Berhad 2010 Annual Report

6. PROPOSED RENEWAL OF SHAREHOLDERS’ MANDATE FOR


RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE
OR TRADING NATURE

“THAT pursuant to paragraph 10.09 of the Main Market


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 7 June
2011, 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/ RESOLUTION 7


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.”

7. PROPOSED NEW MANDATE FOR ADDITIONAL RECURRENT


RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING
NATURE

“THAT pursuant to paragraph 10.09 of the Main Market Listing


Requirements of Bursa Malaysia Securities Berhad, approval
be and is hereby given for the Shareholders’ Mandate for
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
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PLUS Expressways Berhad 2010 Annual Report
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 7 June
2011, 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
NOTICE OF
ANNUAL GENERAL MEETING (CONTINUED)

in a general meeting,

whichever is the earlier,

AND FURTHER THAT the Directors of the Company and/ RESOLUTION 8


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.”

BY ORDER OF THE BOARD

Tan Hwee Thian (MIA 1904)


Noor Meiza Ahmad (LS 0009016)
Company Secretaries

Petaling Jaya, Selangor


Dated 7 June 2011

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 6, Symphony House, Block D13, Pusat Dagangan Dana 1, Jalan PJU 1A/46, 47301 Petaling Jaya,
Selangor 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 appointer or his attorney duly authorised in writing
or if such appointer 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
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PLUS Expressways Berhad 2010 Annual Report

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
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 7 and 8, further information on the Recurrent Related Party Transactions are set out in the Circular to Shareholders
of the Company dated 7 June 2011 which is dispatched together with the Company’s 2010 Annual Report.

NOTE 3
The following person has been designated to attend to shareholders’ request:
Name : Khalilah Dato’ Mohd Talha
Designation : Head, Corporate Communications Department
Contact No : +603 7666 4666
DIRECTORS WHO ARE SEEKING RE-ELECTION AT THE NINTH ANNUAL GENERAL MEETING OF THE

THE NOTICE OF THE NINTH ANNUAL GENERAL MEETING


STATEMENT ACCOMPANYING
COMPANY:

Directors retiring pursuant to Article 76 of the Company’s Articles of Association and seeking re-election
are as follows:

• Tan Sri Datuk K. Ravindran


• Datuk Seri Panglima Mohd Annuar Zaini
• Quah Poh Keat

Director who is over the age of 70 years and seeking re-appointment pursuant to Section 129 of the
Companies Act, 1965 is Tan Sri Dato’ Mohd Sheriff Mohd Kassim.

The details of the four (4) Directors seeking re-election are set out in their respective profiles which
appear from pages 44 to 49 of this Annual Report. The details of their interest in the securities of the
Company are set out in the Analysis of Shareholdings on page 218 of this Annual Report.

7
PLUS Expressways Berhad 2010 Annual Report
FINANCIAL CALENDAR
2010/2011

FEBRUARY 23 APRIL 9 APRIL 29


• Announcement of • Payment of final • Eighth Annual
financial results single tier dividend General Meeting.

2010
for the 4th quarter of 10.0 sen per
and year ended 31 ordinary share for
December 2009. financial year ended
• Announcement of 31 December 2009.
Key Performance
Indicators (KPI) for
2010.

MAY 21 JUNE 2 JUNE 11 JUNE 15


• Announcement of • Completion of • Completion of • Completion of
financial results for subscription of 49% acquisition of 20% acquisition of 100%
the 1st quarter ended of Indu Navayuga equity interest in equity interest in
31 March 2010. Infra Project Private Touch ‘n Go Sdn Bhd Teras Teknologi Sdn
Limited (“INIPPL”), (“TnG”), making TnG Bhd (“TERAS”).
India, making INIPPL an associate of PEB.
a foreign subsidiary
of PEB.

JULY 28 AUGUST 19 SEPTEMBER 24 OCTOBER 15


• PEB entered into a • Announcement of • Payment of interim • PEB received an offer
conditional sale and financial results single tier dividend of from UEM Group Berhad
purchase agreement with for the 2nd quarter 7.5 sen per ordinary (“UEM”) and Employees
PT Bakrie & Brothers ended 30 June 2010. share for financial Provident Fund Board
TBK (“Bakrie”) for the year ended 31 (“EPF”) as “Joint
disposal of PEB of its December 2010. Offerors” to acquire
entire equity interest of all of the business and
60% in PT Cimanggis undertaking including all
Cibitung Tollways assets and liabilities of
(“CCTW”). PEB.

NOVEMBER 24 DECEMBER 20 DECEMBER 23


• Announcement of • PEB received an offer • Extraordinary
financial results from Jelas Ulung General Meeting

2011
for the 3rd quarter Sdn Bhd (“Jelas (“EGM”) to adjourn
ended 30 September Ulung”) to acquire the EGM.
2010. all of the business
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PLUS Expressways Berhad 2010 Annual Report

and undertaking
including all assets
and liabilities of PEB.

FEBRUARY 7 FEBRUARY 23
• Signing of • EGM on the UEM-
Concession EPF offer.
Agreement for the • Announcement of
Jetpur-Somnath financial results
Highway in the State for the 4th quarter
of Gujarat, India. and year ended
31 December 2010.
MILESTONES
2010/2011
2010 12 November
• “Jom Jalan Bersama PLUS”, a 13-part
5 January travelogue series jointly produced with TV3, is
• Persada PLUS, the headquarters of PLUS launched at the Dengkil Rest and service Area
Expressways Berhad, is officially launched by (Southbound).
the Prime Minister of Malaysia.
23 December
25 February • An Extraordinary General Meeting is held at
• A courtesy campaign, “Salam, Senyum, Persada PLUS.
Sabar” (Greet, Smile, Patience) is launched for
frontliners.
2011
5 – 7 April
• The first-ever PLUS International Expressway 25 January
Conference & Exhibition or PIECE 2010 for • PLUS Travel Time Advisory is issued to
industry players is held in Kuala Lumpur, motorists heading home for the Chinese New
attracting 400 local and foreign delegates from Year holidays.
15 countries.
26 January
29 April • In conjunction with the festive season, OPS
• The 8th PLUS Expressways Berhad Annual Sikap XXII is launched at Persada PLUS.
General Meeting is held at Persada PLUS.
28 January
19 July • MUFORS Road Reels Short Film Awards
• The new look Sungai Perak Rest and Service ceremony is held to announce and celebrate
Area (Southbound) with the concept of “Green the winners.
9
PLUS Expressways Berhad 2010 Annual Report
Trail” is officially unveiled.
23 February
4 August • A second Extraordinary General Meeting is held
• Malaysians Unite for Road Safety (MUFORS), a at Persada PLUS.
PLUS CSR initiative, launches its Road Reels
Short Film Competition for students of higher 19 April
learning. • The ‘MUFORS Respect Your Limits’ roadshow
gets underway with a new co-sponsor and
20 August programme partner, PUSPAKOM Sdn Bhd.
• MUFORS Gallery, a centre to create awareness
and educate the public on road safety, is 25 – 26 April
officially launched by the Minister of Works. • PLUS is a platinum sponsor and co-organiser
of the Permanent International Association of
3 September Road Congress (PIARC) Seminar which aimed
• PLUS contributes six ambulances and 15 to share and gather new knowledge on road
vehicles to Red Crescent, St John’s and PDRM construction and engineering.
respectively at a Works Ministry-organised road
safety campaign for university students.
International Ventures (India)

Indu Navayuga Infra


Project Private Limited
(“INIPPL”)
• Padalur-Trichy Highway,
Tamil Nadu, India
COMPANY
PROFILE

• Length: 38.6 km
• Status: Commenced
operations on
6 May 2010

india

MAlaYSIA

INDONESiA

International Ventures (India) International Ventures (Indonesia)

Jetpur-Somnath Tollways Limited PT Lintas Marga Sedaya (“LMS”)


(“Jetpur – Somnath”) • Cikampek-Palimanan Expressway,
• Jetpur-Somnath Highway, West Java, Indonesia
Gujarat, India • Length: 116 km
• Length: 127.6 km • Status: Land acquisition in
• Status: Concession Agreement progress (89% as at
signed on 7 February 2011 January 2011)

PLUS BKSP Toll Limited


(“PLUS BKSP”)
• Bhiwandi-Kalyan-Shil Phata Highway,
Mumbai, India
• Length: 21.6 km
• Status: Commenced operations
on 22 August 2009

10 OUR OVERSEAS PROJECTS


PLUS Expressways Berhad 2010 Annual Report

India

PLUS Expressways’ maiden highway In February 2011, a foreign associate


project in India, the 21.6 km company which was formed together
Bhiwandi-Kalyan-Shil Phata with IDFC Projects Limited in India,
Highway, commenced operations in Jetpur-Somnath Tollways Limited
August 2009. (“SPV”), and the National Highway
Authority of India entered into a
In January 2010, PLUS Expressways Concession Agreement for the
announced the proposed acquisition 127.6 km Jetpur-Somnath Highway
of equity interest in Indu Navayuga in the State of Gujarat, India on a
Infra Project Private Limited, India, design, build, finance, operate and
the concessionaire for a 38.6 km transfer basis with a concession
highway in the State of Tamil Nadu, period of 30 years.
India.
Domestic Operations (Malaysia)

Projek Lebuhraya Utara-Selatan Berhad (PLUS)


• North-South Expressway
• New Klang Valley Expressway
• Federal Highway Route 2

OUR
EXPRESSWAYS
• Seremban-Port Dickson Highway
• Length: 846 km
• Concession Period:
March 1988 – December 2038 (50 Years)

Expressway Lingkaran Tengah Sdn Bhd (ELITE)


• North-South Expressway Central Link
• Length: 63 km
• Concession Period:
April 1994 – May 2030 (36 Years)

Linkedua (Malaysia) Berhad (Linkedua)


• Malaysia-Singapore Second Crossing
• Length: 47 km
• Concession Period:
July 1993 – December 2038 (45 Years)

Konsortium Lebuh Raya Butterworth-Kulim


Sdn Bhd (KLBK)
• Butterworth-Kulim Expressway
• Length: 17 km
• Concession Period:
June 1994 – June 2026 (32 Years)

11
PLUS Expressways Berhad 2010 Annual Report
Indonesia

In July 2007, PLUS PLUS Expressways, backed


Expressways acquired 55% of by consistent financial
PT Lintas Marga Sedaya, the performance, strong
concessionaire to construct and capitalisation and more than
operate a 116 km toll highway 20 years of experience in the
from Cikampek to Palimanan operations and maintenance
on Java Island, Indonesia. of expressways, is on track
to achieve our goal of being
a premier global expressway
group.
Khazanah Nasional Berhad
as at 12 May 2011
GROUP
CORPORATE STRUCTURE

100%

15.53% UEM GROUP BERHAD


38.51%

PLUS Expressways Berhad

SUBSIDIARIES ASSOCIATE COMPANIES

DOMESTIC
DOMESTIC • Touch ‘n Go Sdn Bhd
20%
• Projek Lebuhraya Utara-Selatan Berhad
100% INTERNATIONAL
• Expressway Lingkaran Tengah Sdn Bhd
100% • Jetpur Somnath Tollways Limited (India)
• Linkedua (Malaysia) Berhad 26%***
100%
• Konsortium Lebuh Raya Butterworth-Kulim
(KLBK) Sdn Bhd
100%
• PLUS Helicopter Services Sdn Bhd
100% Teras Control Systems Sdn Bhd
• Teras Teknologi Sdn Bhd 100%
100%
12
PLUS Expressways Berhad 2010 Annual Report

Teras Research Sdn Bhd


INTERNATIONAL 100%

• PLUS BKSP Toll Limited (India) MyWeb Online Sdn Bhd


94.12%* 100%
• PT Lintas Marga Sedaya (Indonesia)
55% Krishost.Com Sdn Bhd
• PT Cimanggis Cibitung Tollways (Indonesia) 100%
60%
• Indu Navayuga Infra Projects Private Limited (India)
49%**

* PEB holds 94.12% direct and indirect interest in PLUS BKSP via PLUS Kalyan (Mauritius) Private Limited
** PEB holds 49% interest in INIPPL via PLUS Plaza (Mauritius) Private Limited
*** PEB holds 26% direct interest in Jetpur Somnath Tollways Limited
AWARDS
AND RECOGNITION 2010
Awards & Recognition 2010 14 Dec Industry Excellence Award (Infrastructure)
– Minority Shareholder Watchdog Group
8 May Masterclass Bumiputra CEO of the Year – (MSWG)
Malaysia Business Leadership Awards 2010
(MBLA) 14 Dec Distinction Award – Minority Shareholder
Watchdog Group (MSWG)
8 May Malaysia Business Leadership Award
(Concession Sector) – Malaysia Business 15 Dec Practice Solution for Public Listed
Leadership Awards 2010 (MBLA) Company – MIA & CIMA
30 June Merit Award Best Community Campaign –
The Global CSR Summit 2010 Awards,
Singapore Awards & Recognition for 2011

29 July Sri Cendekiawan Award-SPM: Najmu 17 Jan Platinum 2010 - Annual Report in Bahasa
Fatihah Mohd Zain (Mohd Zain Zakaria, Melayu – National Annual Report Awards
Supervisor Seremban Toll Plaza) – UEM (NACRA)
Group 17 Jan Gold 2010 - Best CSR report – National
29 July Anugerah Khas Award – Masbanu Hj Laili Annual Report Awards (NACRA)
– UEM Group 13
PLUS Expressways Berhad 2010 Annual Report
17 Jan Silver 2010 - The Most Outstanding Annual
29 July Sri Mulia Award – Noor Amali Mahat – Report Of The Year – National Annual
UEM Group Report Awards (NACRA)

29 July Sri Wira Award – Shaffe P.C Mohammad 11 March Bronze – Transportation, Travel & Tourism
Unni – UEM Group category – PUTRA Brand Awards

29 July Sri Cipta Team – PLUS Miles Loyalty 29 March Marketplace StarBiz – ICR Malaysia
System Team – UEM Group Corporate Responsibility Awards (Market
capitalisation above RM1 billion) – The Star
October Sustainability Reporting Awards (MaSRa) & Institute of Corporate Responsibility
2010 – ACCA Malaysia
15 Nov R&R Gunung Semanggol (Utara) – Winner, 29 March Workplace StarBiz – ICR Malaysia
Private Sector Premises Category, Perak Corporate Responsibility Awards (Market
Landscaping Competition 2010 – Pejabat capitalisation above RM1 billion) – The Star
Setiausaha Kerajaan Negeri Perak Darul & Institute of Corporate Responsibility
Redzuan Malaysia
14 Dec Best Conduct of AGM 2009 – Minority
Shareholder Watchdog Group (MSWG)
FIVE-YEAR GROUP
FINANCIAL HIGHLIGHTS

2010 2009 2008 2007 2006


PROFITABILITY (RM million)
Toll collection 2,573 2,366 2,237 1,820 1,691
Revenue 3,351 3,179 2,968 2,282 2,091
EBITDA* 2,789 2,660 2,448 2,187 1,977
Profit before tax 1,777 1,624 1,516 1,308 1,108
Profit attributable to owners of the parent 1,306 1,186 1,079 1,248 1,105

KEY BALANCE SHEET DATA (RM million)


Total assets 19,248 18,367 17,021 15,893 12,588
Total borrowings & financial liabilities 11,534 10,999 10,473 10,080 7,315
Total liabilities 13,002 12,270 11,324 10,543 8,070
Share capital 1,250 1,250 1,250 1,250 1,250
Shareholders' equity 6,190 6,076 5,678 5,340 4,518

FINANCIAL STATISTICS
Toll collection growth (%) 8.7 5.8 22.9 7.7 1.6
EBITDA margin (%)* 82.9 83.7 82.5 86.7 84.0
Return on average equity (%) 21.3 20.2 19.6 25.3 25.5
Return on average assets (%) 6.9 6.7 6.6 8.8 9.0
Debt/equity (Times) 1.9 1.8 1.8 1.9 1.6

SHARE INFORMATION
Per Share (sen)
Earnings 26.1 23.7 21.6 25.0 22.1
Net assets 124.9 121.9 113.9 107.0 90.4
Share price (RM)
High 4.62 3.38 3.28 3.44 3.12
Low 3.20 2.75 2.53 2.78 2.57
Closing 4.52 3.26 2.98 3.28 2.81
Dividends
Dividend (RM million) 375 825 800 700 625
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PLUS Expressways Berhad 2010 Annual Report

Dividend per share (sen) 7.5 16.5 16.0 14.0 12.5


Dividend growth (%) ** 3 14 12 39
Dividend payout ratio (%) ** 70 74 56 57

* 2006 – 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.

2008 – 2010 : No provision for notional tax on tax exempt dividends following election of single tier
tax system in 2008.

** No further dividends will be proposed for shareholders’ approval in respect of the financial year ended
31 December 2010.
TOLL COLLECTION PROFIT BEFORE TAX TOTAL SHAREHOLDERS’ EQUITY
(RM Million) (RM Million) (RM Million)
RM Million

RM Million

RM Million
1,777
2,573

1,624
2,366

6,190
6,076
1,516
2,237

5,678
5,340
1,308
1,820
1,691

4,518
1,108

06’ 07’ 08’ 09’ 10’ 06’ 07’ 08’ 09’ 10’ 06’ 07’ 08’ 09’ 10’

DIVIDENDS PER SHARE EARNINGS PER SHARE NET ASSETS PER SHARE
(SEN) (SEN) (SEN)
Sen

Sen

Sen
26.1

124.9
25.0
16.5

121.9
16.0

23.7

113.9
22.1

21.6

107.0
14.0
12.5

90.4

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PLUS Expressways Berhad 2010 Annual Report
7.5

06’ 07’ 08’ 09’ 10’ 06’ 07’ 08’ 09’ 10’ 06’ 07’ 08’ 09’ 10’
2010
GROUP OPERATIONAL HIGHLIGHTS

PLUS 2010 2009 2008 2007 2006


TRAFFIC VOLUME ANALYSIS
Traffic volume growth (%) 7.7% 7.1% 5.2% 7.7% 1.6%
Total traffic volume (No. of vehicles) 416,712,194 392,699,697 376,531,093 367,666,873 342,424,316
Average daily traffic volume 1,141,677 1,075,890 1,028,773 1,007,307 938,149
(No. of vehicles)

METHOD OF PAYMENT (%)


Cash payments 46.6% 48.9% 51.4% 54.1% 57.4%
Electronic Toll Collection (ETC) 53.4% 51.1% 48.6% 45.9% 42.6%

Traffic Volume Growth Total Traffic Volume


(Number of vehicles)
%

Million
7.7

7.7
7.1

417
393
377
368
342
5.2
1.6

06’ 07’ 08’ 09’ 10’ 06’ 07’ 08’ 09’ 10’

Average Daily Traffic Volume Method of Toll Payment


(Number of vehicles)

16
PLUS Expressways Berhad 2010 Annual Report

Thousand

57.4
1,142

54.1
1,076

51.4
1,029
1,007

48.9

46.6
938

53.4
51.1
48.6
45.9
42.6

06’ 07’ 08’ 09’ 10’ 06’ 07’ 08’ 09’ 10’
Cash payments
Electronic Toll Collection (ETC)
ELITE 2010 2009 2008 2007 2006
TRAFFIC VOLUME ANALYSIS
Traffic volume growth (%) 11.4% 9.3% 4.0% 6.0% 2.8%
Total traffic volume (No. of vehicles) 78,349,663 71,521,948 64,878,032 61,436,481 57,951,567
Average daily traffic volume 214,657 195,951 177,262 168,319 158,771
(No. of vehicles)

METHOD OF PAYMENT (%)


Cash payments 42.8% 44.6% 45.4% 47.5% 51.1%
Electronic Toll Collection (ETC) 57.2% 55.4% 54.6% 52.5% 48.9%

Traffic Volume Growth Total Traffic Volume


(Number of vehicles)
Million

78
%

11.4
9.3

72
65
61
58
6.0

4.0
2.8

06’ 07’ 08’ 09’ 10’ 06’ 07’ 08’ 09’ 10’

Average Daily Traffic Volume Method of Toll Payment


(Number of vehicles)
17
PLUS Expressways Berhad 2010 Annual Report
Thousand

51.1
214

47.5
195

45.4

44.6
177

55.4 42.8
168
158

57.2
54.6
52.5
48.9

06’ 07’ 08’ 09’ 10’ 06’ 07’ 08’ 09’ 10’
Cash payments
Electronic Toll Collection (ETC)
2010
GROUP OPERATIONAL HIGHLIGHTS (CONTINUED)

LINKEDUA 2010 2009 2008 2007 2006


TRAFFIC VOLUME ANALYSIS
Traffic volume growth (%) 21.5% 11.4% 19.6% 11.9% 4.4%
Total traffic volume (No. of vehicles) 26,066,051 21,735,431 19,885,326 17,185,244 15,457,326
Average daily traffic volume 71,414 59,549 54,331 47,083 42,349
(No. of vehicles)

METHOD OF PAYMENT (%)


Cash payments 26.1% 52.3% 69.4% 75.4% 78.3%
Electronic Toll Collection (ETC) 73.9% 47.7% 30.6% 24.6% 21.7%

Traffic Volume Growth Total Traffic Volume


(Number of vehicles)
%

Million

26
21.5
19.6

22
20
17
15
11.9

11.4
4.4

06’ 07’ 08’ 09’ 10’ 06’ 07’ 08’ 09’ 10’

Average Daily Traffic Volume Method of Toll Payment


(Number of vehicles)

18
PLUS Expressways Berhad 2010 Annual Report

Thousand

78.3

75.4
71

69.4
60

73.9
54

52.3
47
42

26.1 47.7
30.6
24.6
21.7

06’ 07’ 08’ 09’ 10’ 06’ 07’ 08’ 09’ 10’
Cash payments
Electronic Toll Collection (ETC)
BKE 2010 2009 2008 2007 2006
TRAFFIC VOLUME ANALYSIS
Traffic volume growth (%) 9.2% 4.4% –1.9% 4.1% 4.0%
Total traffic volume (No. of vehicles) 22,887,010 21,017,369 20,206,780 20,662,169 19,811,951
Average daily traffic volume 62,704 57,582 55,210 56,609 54,279
(No. of vehicles)

METHOD OF PAYMENT (%)


Cash payments 53.5% 55.1% 56.1% 60.5% 63.6%
Electronic Toll Collection (ETC) 46.5% 44.9% 43.9% 39.5% 36.4%

Traffic Volume Growth Total Traffic Volume


(Number of vehicles)
9.2

Million
%

23
21
20
21
20
4.4
4.1
4.0

-1.9

06’ 07’ 08’ 09’ 10’ 06’ 07’ 08’ 09’ 10’

Average Daily Traffic Volume Method of Toll Payment


(Number of vehicles)
19
PLUS Expressways Berhad 2010 Annual Report
Thousand

63.6

60.5
63

56.1

55.1
58

53.5
57

55
54

46.5
44.9
43.9
39.5
36.4

06’ 07’ 08’ 09’ 10’ 06’ 07’ 08’ 09’ 10’
Cash payments
Electronic Toll Collection (ETC)
2010
GROUP
QUARTERLY PERFORMANCE

First Second Third Fourth Full


Quarter Quarter Quarter Quarter Year

Financial Performance
(RM’Million)
Revenue 813 860 873 806 3,352
Direct cost of operations (225) (245) (259) (262) (991)
588 615 614 544 2,361
Finance and other
income 36 37 36 135 244
General and
administration
expenses (19) (20) (24) (16) (79)
Finance costs (188) (188) (191) (184) (751)
Share of results from
associate – – 1 1 2
Profit before tax 417 444 436 480 1,777
Profit after tax 299 319 348 335 1,301
Earnings per share (sen) 6.0 6.4 7.0 6.8 26.1
Dividend per share (sen) – – 7.5 – 7.5

2009 First
Quarter
Second
Quarter
Third
Quarter
Fourth
Quarter
Full
Year

Financial Performance
(RM’Million)
Revenue 738 772 815 854 3,179
Direct cost of operations (218) (212) (229) (256) (915)
520 560 586 598 2,264
20
PLUS Expressways Berhad 2010 Annual Report

Finance and other


income 33 31 31 40 135
General and
administration
expenses (17) (19) (20) (19) (75)
Finance costs (165) (177) (175) (183) (700)
Profit before tax 371 395 422 436 1,624
Profit after tax 279 281 312 313 1,185
Earnings per share (sen) 5.6 5.6 6.2 6.3 23.7
Dividend per share (sen) – 6.5 – 10.0 16.5
INCOME STATEMENT

GROUP
FInANCIAL REVIEW
Revenues 2010 2009 Variance % Change
(RM Million)
Toll collection 2,574 2,366 208 9%
Toll compensation revenue 885 813 72 9%
Less: Fair value adjustment on toll
compensation revenue for the year (113) – (113) >100%
772 813 (41) –5%
Less: Accrual for Government’s share
of toll revenue (13) – (13) >100%
Other revenues 19 – 19 100%
Total revenues 3,352 3,179 173 5%

For 2010, total revenue (excluding the fair value adjustment on toll compensation) of RM3,465 million
was RM286 million or 9% higher than year 2009 of RM3,179 million.

The main contributor to the growth were higher toll collection from PLUS of RM154 million on the back
of a year-on-year traffic growth of 7.7%, higher toll compensation of RM72 million and contribution of
revenue from new subsidiaries acquired during the year.

In 2010, higher non-cash toll compensation was recorded in line with higher traffic volume for the year.
The toll compensation of RM885 million consists of non-cash gross compensation of RM629 million and
the remaining was compensation for non-toll rate increase in 2010 as well as compensation for discount
on buses.

The fair value adjustment on toll compensation arose from adoption of new Financial Reporting Standards
(FRS) in 2010. While the accrual for Government’s share of toll revenue of RM13 million was made
pursuant to the terms of PLUS’s SCA, when the toll revenue earned during the year is more than the
threshold toll revenue (2009: RM Nil as toll revenue earned was less than the threshold toll revenue).

Breakdown of Toll Collection 2010


The analysis of toll collection by concession company shows
that PLUS remains the main contributor of 84%, followed by
21
PLUS Expressways Berhad 2010 Annual Report
Elite of 9%, Linkedua of 4%, KLBK of 2%, PLUS BKSP of 0.6%
(KLBK) 2% 0.6% (PLUS BKSP) and INIPPL of 0.4% for 2010.
0.4% (INIPPL)
(LINKEDUA) 4%

(ELITE) 9% Operating Costs 2010 2009 Variance % Change


(RM Million)
Routine maintenance 241 235 (6) –3%
Management 397 345 (52) –15%
expenditure
2010
Depreciation & 432 410 (22) –5%
amortisation
Total operating costs 1,070 990 (80) –8%

84% Increase in operating costs for 2010 were mainly attributed


(PLUS)
to higher employee costs and the inclusion of TERAS as well
as increase in amortisation charges in correspondence with
higher toll collection.
The breakdown of management expenditure is shown as follows:
GROUP
FInANCIAL REVIEW (CONTINUED)

Breakdown of Management Expenditure

5% 4%
5% 5%

5% 8%

6%

9%

7% 2010 2009
52% 52%

8% 10%

12% 12%

Employee Costs Utilities


General Expenses Materials & Subcontractor
Toll Consumables & Commission Professional Fees
Repairs & Maintenance Advertising & Marketing

Significant costs under management expenditure are employee costs. At the end of 2010, there was
4,578 staff (2009: 4,233 staff) with 77% are frontliners for operational requirements. Inclusion of new
subsidiaries and increase in training activities also led to higher employee costs.

Materials and subcontractor expenses incurred by TERAS make up new category of expenditure for the
Group. General expenses and professional fees were lower in 2010, while other costs were mostly kept
under control.

BALANCE SHEET

Assets (RM Million) 2010 2009 Variance % Change


Non-current assets
22
PLUS Expressways Berhad 2010 Annual Report

Concession assets 12,612 12,418 194 2%


Property, plant and equipment 82 76 6 8%
Investments 181 159 22 14%
Toll compensation recoverable from the 2,460 2,486 (26) -1%
Government
Others 29 12 17 142%

Current assets
Deposits and cash 3,478 2,883 595 21%
Others 406 333 73 22%
Total assets 19,248 18,367 881 5%
In 2010, total assets reached RM19,248 million, 5% higher than 2009.

The toll compensation recoverable from the Government is pursuant to PLUS’s toll compensation
settlement arrangement in the Second Supplemental Concession Agreement. The decrease is due to the
fair value adjustment on toll compensation following the adoption of the new FRS in 2010 and higher set
off of PLUS’s income tax payable in the year. Excluding the fair value adjustment, the toll compensation
is higher in line with higher traffic volume growth for PLUS of 7.7% (2009: 7.1%).

Higher deposits and cash was attributed to higher toll revenue during the year.

Concession assets which consists of expressway development expenditure, heavy repairs and toll
equipment usually make up majority of total assets for highway companies. The components of
concession assets are shown below.

Breakdown of Concession Assets

6% 1%1% 6% 1%1%

Expressway Development
Expenditure
Heavy Repairs
Other Concession Assets
2010 2009 Capital Work-In-Progress

92% 92%

Equity And Liabilities (RM Million) 2010 2009 Variance % Change


Equity
Share capital 1,250 1,250 0 0%
23
PLUS Expressways Berhad 2010 Annual Report
Reserves 741 753 (12) -2%
Retained earnings 4,200 4,074 126 3%
Shareholders' equity 6,191 6,077 114 2%
Minority interests 56 21 35 167%
Total equity 6,247 6,098 149 2%

Non-current Liabilities
Long term financial liabilities and borrowings 10,455 10,417 38 0%
Others 1,132 987 145 15%
Current Liabilities 0
Trade and sundry payable 207 162 45 28%
Short term financial liabilities and borrowings 1,080 582 498 86%
Others 127 121 6 5%
Total liabilities 13,001 12,269 732 6%
Total equity and liabilities 19,248 18,367 881 5%
Retained earnings of RM4,200 million is after dividend distributions of RM875 million, made up of final single
GROUP
FInANCIAL REVIEW (CONTINUED)

tier dividend for FY2009 of RM500 million and interim single tier dividend for FY2010 of RM375 million.

The analysis of total debt is as follows:

Net Debt (RM Million) 2010 2009


Financial Liabilities 9,569 9,321
Borrowings
Government loans 1,647 1,552
Other loans 319 126
Total financial liabilities and borrowings 11,535 10,999
Cash and cash equivalents 3,478 2,883
Net Debt 8,057 8,116
Net Debt / Equity (times) 1.30 1.34

The additional financial liabilities during year 2010 are:


– issuance of PLUS Sukuk Series 3 of RM1 billion nominal value (RM443 million present value on
issue date) in May 2010 under the RM4,500 million nominal value PLUS Sukuk Series 3 MTN
Programme to partially redeem the Senior Sukuk in accordance with the Senior Sukuk trust deed;
– issuance of Commercial Papers by PLUS BKSP of Rs192 crores (Rs175 crores present value on the
issue date) to refinance the existing debts and for woking capital requirements; and
– c onsolidation of INIPPL Term Loan of Rs266 crores pursuant to the acquisition of the company in
June 2010.
All debts under the Group are ringgit based except for PLUS BKSP Commercial Papers and INIPPL Term
Loan (in rupees) obtained for the Indian projects.

Debt Rating and Outlook Rating Outlook


PEB
PLUS SPV Sukuk AA1 Stable
PLUS
PLUS Senior Sukuk AAA Stable
PLUS Sukuk 1 AAA Stable
PLUS Sukuk 2 AAA Stable
24
PLUS Expressways Berhad 2010 Annual Report

PLUS Sukuk 3 AAA Stable


ELITE
Seafield Sukuk AA2 Stable
KLBK
KLBK BAIDS AA3 Stable

The above Islamic financial facilities are rated by a Malaysian rating agency, RAM Rating Services.

DIVIDENDS
For financial year 2010, PEB has paid an interim dividend of 7.5 sen per ordinary share of RM0.25 each
amounting to RM375 million (2009: interim single tier dividend of 6.5 sen per share of RM0.25 each) on
24 September 2010.

No further dividend will be proposed for financial year ended 31 December 2010 (2009: final single tier
dividend of 10.0 sen per share of RM0.25 each amounting to RM500 million).
ShARE PRICE
& VOLUME TRADED
Million Shares RM
40 5.00

35
4.50
30
4.00
25

20 3.50

15
3.00
10
2.50
5

2.00
Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec
’10 ’10 ’10 ’10 ’10 ’10 ’10 ’10 ’10 ’10 ’10 ‘10

Volume Traded Closing Price

25
PLUS Expressways Berhad 2010 Annual Report
Dear Shareholders,
CHAIRMAN’S
STATEMENT

It is with great pleasure that


I present to you the Annual
Report of PLUS Expressways
Berhad (“PLUS Expressways”
or “the Group”) for the year
ended 31 December 2010.
It has been an eventful
year in which we have seen
many new developments
taking place both in our
operations and on the
corporate front. As the
journey continues, we
remain confident on the
strength of our numerous
achievements to date and
are committed towards
maintaining excellent
services in every aspect
of the business.
26
PLUS Expressways Berhad 2010 Annual Report

Tan Sri Dato’ Mohd


Sheriff Mohd Kassim
Chairman
ECONOMIC OVERVIEW of PLUS Expressways by the Coupled with various cost saving
2010 saw the Malaysian Joint Offerors comprising UEM initiatives and improvements in
economy continue on its path Group Berhad (UEM) and efficiency, the Group registered
to recovery following the global Employees Provident Fund Board profit before tax (PBT) for 2010
recession which resulted in an (EPF). of RM1,777.0 million, a growth
overall GDP contraction of 1.7% of 9.4% against the PBT of
in 2009. Economic growth in Our PLUSRonda patrolling team RM1,623.6 million the previous
2010 increased by 7.2% for the also delivered on our promise year. Correspondingly, Group
year as a result of the measures to keep response times below profit after tax (PAT) increased
introduced by the Government to the threshold of 20 minutes, by 9.8% or RM115.7 million to
stimulate the economy. achieving a 95% success rate RM1,300.8 million against the
against the KPI target of 94%. PAT of RM1,185.1 million in
As Malaysia works towards 2009.
building the high-income society *  Excludes non-cash toll
envisaged in the New Economic compensation and the fair value As at 31 December 2010, the
Model launched on 30 March adjustment of RM113.2 million Group’s cash balance stood at
2010, growth in 2011 is expected arising from the adoption of new RM3,483.0 million after dividend
to remain strong on the back accounting standards. payments of RM875 million, with
of domestic demand and in line cash generated from operating
with global recovery. Generally, Financial Performance activities of RM2,246.4 million.
the Malaysian economy is Strong traffic volume growth
expected to benefit from the experienced across all the
Government’s implementation MILESTONE EVENTS
Group’s highways contributed
of the Economic Transformation positively to the overall financial Network Expansion and
Programme from 2011 onwards, performance as toll collection Acquisitions
as well as the policy reforms to for the financial year ended 31 On the home front, PLUS
further liberalise the economy. December 2010 increased by Expressways continued to
8.8% to RM2,573.3 million from provide better accessibility to
RM2,366.0 million the preceding its expressway networks and
PERFORMANCE REVIEW year, and total revenue for began work on the construction
Headline KPIs the Group rose to RM3,351.5 of the interchange and toll
The Group exceeded the million. Excluding the fair value plaza at Bukit Gambir in Johor.
Headline Key Performance adjustment of RM113.2 million Another two interchanges at
27
PLUS Expressways Berhad 2010 Annual Report
Indicator (KPI) targets set for arising from the adoption of Alor Pongsu in Perak and Sg
the year, achieving a growth in new accounting standards, total Buaya in Selangor are scheduled
revenue* of 9.5% against the revenue was RM3,464.7 million, to commence earthworks in the
target of 5% and a return on an increase of 9.0% from the second half of 2011.
equity of 21.3%, higher than the preceding year’s revenue of
target of 18%. With regard to the RM3,179.0 million. The increase 2010 also saw the Group
KPI target on dividend payout, in Group revenue corresponded broaden its recurring earnings
an interim single tier dividend primarily to an increase in toll base and improve the value
of 7.5 sen per ordinary share collection of RM153.6 million chain through the acquisition
amounting to RM375 million was by PLUS, the Group’s largest of 100% equity in toll systems
paid on 24 September 2010. No toll concession, driven by traffic provider, TERAS Teknologi Sdn
final dividend was proposed in growth of 7.7% for the year Bhd (TERAS) and 20% interest in
view of the on-going corporate under review. Touch ‘n Go Sdn Bhd (TnG).
exercise to acquire the business
This latter transaction is to focus its resources on which was first implemented
CHAIRMAN’S
STATEMENT (CONTINUED)

expected to allow PLUS construction of the 116 km in 2009. Standing for “Boosting
Expressways the opportunity Cikampek – Palimanan Efficiency Transforming
to participate in the Electronic Expressway in West Java, Attitude”, project BETA has
Payment System or EPS market targeted to commence in Q4 of enabled PLUS Expressways
in line with the Government’s 2011. To date, close to 90% of to realise financial and other
move towards the creation of an the land required for the project benefits in routine maintenance,
e-payment society in Malaysia. has been acquired. claims management, operations
manpower planning and
In terms of international Operational Efficiency employee performance
business, the Group continued On 15 July 2010, full Electronic management through the use of
to consolidate its presence Toll Collection (ETC) operations simple tools such as the Short
in India with a successful bid commenced at the Lima Kedai Interval Control which allows
for the RM655 million Jetpur Toll Plaza on LINKEDUA, corrective actions to be taken
– Somnath four laning project increasing lane capacity by in a proactive manner. The
in Gujarat, to be undertaken at least 50% to allow greater resulting savings in costs have
with our joint bidding partner, throughput for improved had a positive impact on the
IDFC Projects Limited (IP). lane efficiency and reduced operating margin of the Group.
Together with the completed congestion during peak periods.
acquisition of 49% interest in This brings the number of Leading The Field
Indu Navayuga Infra Project toll plazas along the PLUS PLUS Expressways successfully
Pvt. Ltd. (INIPPL) and the expressways currently enforcing organised the first PLUS
on-going operations of the cashless toll transactions to International Expressways
Bhiwandi Kalyan Shilphata Toll three, the other two locations Conference and Exhibition
Road (BKSP) near Mumbai, being at the Tanjung Kupang Toll (PIECE 2010), which took place
this most recent addition Plaza also on LINKEDUA and in Kuala Lumpur from 5th to 7th
to the Group’s international Bangunan Sultan Iskandar at the April 2010. Attended by more
portfolio has positioned PLUS Johor Bahru Causeway. than 350 delegates including
Expressways well for further 107 industry professionals from
expansion in India in years to The transition to full ETC over 15 countries worldwide,
come. operations along LINKEDUA the conference received several
preceded a 30 per cent toll accolades from key participants
In Indonesia meanwhile, the reduction at Tanjung Kupang for including conference partners
disposal of PLUS Expressways’ all classes of vehicles effective Road Engineering Association of
28 entire equity interest in PT
PLUS Expressways Berhad 2010 Annual Report

1 August 2010. The significant Asia and Australasia (REAAA),


Cimanggis Cibitung Tollways reduction in toll charges is once again distinguishing PLUS
(CCTW) will allow the Group intended to encourage more Expressways as a true leader
cross-border travel while easing in the field of toll expressway
traffic congestion at the Johor management in Asia.
Bahru Causeway by promoting
greater use of the alternative We also earned numerous
connection between Malaysia awards during the year, notably
and Singapore via LINKEDUA. (among others):

• the Silver Award for Most


In addition to improving
Outstanding Annual Report
efficiencies in toll collection,
of the Year, Platinum Award
PLUS Expressways also
for Best Annual Report in
continued with the phased
Bahasa Melayu and Gold
execution of project BETA
Award for Best CSR Report In addition, our newly acquired On a wider national scale, our
awarded by the National subsidiary, TERAS, received the award-winning Malaysians Unite
Annual Corporate Report following awards in 2010: For Road Safety (MUFORS)
Awards (NACRA); campaign entered its second
• Certificate of Merit, STAR
year of implementation
Outstanding Business
following the inauguration on
Awards from the STAR
9 September 2009. In reaching
Newspaper;
out to the Malaysian public to
• Ethical Business Excellence drive home the importance of
Award in the Large road safety, we unveiled the
Corporation Category from MUFORS Gallery in August
the Ministry of Domestic 2010, providing a venue for
Trade, Cooperatives and exhibitions, workshops and
Consumerism; and other activities aimed at raising
• the International Business
road safety awareness through
Review Award for Excellence • 4-Star SME Competitiveness
education. We also continued
in the Real Estate Sector, Rating for Enhancement
our seminars on Respect Your
Highway Concession (SCORE) from SME Corp
Limits across 13 states in
Management; Malaysia.
Peninsular Malaysia, Sabah and
• the Practice Solution Award Sarawak, aimed primarily at
These symbols of recognition
for Public Listed Companies drivers, owners and operators
for the professionalism and
from the National Award of heavy vehicles and buses.
hard work put in by the Group’s
for Management Accounting
management and employees
(NAFMA) organised by
stand as a testament to the
the Malaysian Institute
impact that we have made not
of Accountants (MIA) and
only on the toll expressway
the Chartered Institute of
industry, but on the face of
Management Accountants
Malaysian business itself.
(CIMA);
• the Starbiz-ICR Malaysia Corporate Responsibility
Corporate Responsibility As the largest toll expressway
Award for Marketplace and operator in the country, our
Workplace; and commitment to corporate
29
PLUS Expressways Berhad 2010 Annual Report
• the Industry Excellence responsibility remains focused The highlight for 2010 however,
Award, Distinction Award on creating a safer environment was MUFORS Road Reels, a
and Best Conduct of AGM on Malaysian roads, particularly short film competition carrying
Award from the Minority on the PLUS expressways. the theme Attitudes on Roads
Shareholder Watchdog Towards this end, the Group – A Malaysian Journey. Opened
Group. invested over RM73 million in to students of local universities
2010 on the implementation of and institutions of higher
various road safety measures at learning, Road Reels was aimed
several strategic locations along at empowering students to
our expressways. As a result of have their say while providing a
these measures, the number platform for their participation
of accidents recorded at these in changing attitudes and
locations in 2009 has been behaviours on Malaysian roads
reduced by about 75% in 2010. through the use of creative
media. We are excited and efficient design solutions as part We also continued to offer
CHAIRMAN’S
STATEMENT (CONTINUED)

proud to report that creative of the renovation works and the business opportunities at
film making is alive and well introduction of various green our Rest and Service Areas
in Malaysia as evidenced by technologies including food and selected laybys to local
the winners in all categories of waste composting and the use of communities from surrounding
MUFORS Road Reels! bio-degradable products such as areas, and to assist them as
bio-based detergents. much as possible by organising
courses on Food Safety &
Of course, our responsibility as Hygiene, the 2009 Food Act and
a good corporate citizen also Ministry of Health Regulations
extends to all our employees, and Guidelines.
contractors and other
agents. With this in mind, we
undertook in 2010 to extend the
FUTURE CHALLENGES
Occupational Health and Safety
Management System (OHSAS On 15 October 2010, Yang Amat
18001) developed at PLUS to Berhormat the Prime Minister of
all other concession companies Malaysia announced under the
in the Group. Also, while we 2011 National Budget, that there
Although road safety forms the have consistently promoted would be a freeze on toll rates
core of our on-going corporate sports and other outdoor for the next five years applicable
responsibility programme, activities among our staff over to all domestic highways
we recognise that we have the years, in 2010 some 300 under PLUS Expressways.
a responsibility to preserve PLUSRonda officers were given Subsequently, the Board of
the environment around us the opportunity to attend a Directors of PLUS Expressways
in order to protect the well- course on Health and Fitness for received a joint offer from
being of future generations of Patrolmen, designed to address UEM and EPF to acquire the
Malaysians. In this respect, our specific health and safety issues business and undertakings
efforts in 2010 centred around faced by this group of frontline of the Group, inclusive of all
improving ETC penetration employees while on the job. assets and liabilities for a
at our toll plazas in order consideration of RM23 billion.
to reduce our impact on air The transaction was approved
quality and developing new by the shareholders at the
electronic forms, ticketing and Company’s adjourned EGM on
30 computerised systems as a 23 February 2011.
PLUS Expressways Berhad 2010 Annual Report

means of reducing the use of


paper. In response to the new Notwithstanding the change in
Environmental Quality (Sewage) shareholding structure upon
Regulations 2009 which came completion of this transaction,
into effect in December of that at the operational level, it will
year, we also implemented a be business as usual. This will
number of upgrading projects lead to the privatisation of PLUS
to improve the performance of Expressways from a public
Sewage Treatment Plants (STPs) listed company to a private
at selected Rest and Service company. PLUS Expressways
Areas. In September 2010, we remains committed to providing
launched our first Green RSA the highest level of service and
at Sg. Perak (Southbound) with operational efficiency that have
the implementation of energy- come to be expected by our
customers and the public as a To our other business partners,
whole. In facing the challenges suppliers and financiers, your
that lie ahead, we will continue contributions to our many
to implement innovative cost accomplishments as a Group
saving initiatives and other are highly appreciated, and
improvements while carrying on we hope you will stay with us
our strategic business expansion as our journey continues. Our
plans, both domestically and major shareholders, Khazanah
in the international arena. As Nasional Berhad and UEM have
always, our guiding principle also supported the Company in
will be to create value that can meeting the challenges in our
elevate the Group to greater business.
heights and sustain the deep To my esteemed colleagues on
and continued confidence of all This year, I would like to the Board of Directors, thank
our stakeholders. record my special thanks to you all for your continued hard
all those involved in making work and dedication in fulfilling
MUFORS and our Respect Your the Group’s obligation to good
Limits road safety campaign corporate governance and
ACKNOWLEDGEMENTS ethical business practices.
a resounding, award-winning
On behalf of the Board of success. Truly, your efforts have
Directors of PLUS Expressways, helped save lives while creating We will continue to build the
I would like to take this greater awareness about PLUS Expressways Group
opportunity to thank everyone the importance of personal into a global player in the toll
involved in the Group’s success responsibility in improving the expressways business while
to date. To our customers, thank safety of Malaysia’s roads and serving the nation and the
you for your continuing support highways. rakyat of Malaysia, in line with
as PLUS Expressways enters the Government’s emphasis
a new era in the history of its My deepest gratitude must go on “People First, Performance
operations. to the Management and staff Now”.
of PLUS Expressways who
To the Prime Minister’s make it all possible through
Department, Ministry of Works, their unyielding commitment to
Ministry of Finance, Ministry of excellence in every aspect of the
31
PLUS Expressways Berhad 2010 Annual Report
Transport, Economic Planning Group’s business operations.
Unit, Public-Private Partnership To the Managing Director, YBhg Tan Sri Dato’ Mohd Sheriff
Unit, Public Works Department, Dato’ Noorizah, congratulations Mohd Kassim
Malaysian Highway Authority, on being named Masterclass Chairman
Royal Malaysian Police, Road Bumiputera Woman CEO
Transport Department, Road of the Year for 2010 and on
Safety Department, Malaysian receiving the Malaysia Business
Institute of Road Safety Leadership Award for the
Research, the respective Concession Sector awarded by
state governments and local the Kuala Lumpur Chamber of
authorities and all other Commerce. Your success reflects
ministries and agencies who the Group’s success and we are
have lent us their utmost proud to have you at the helm of
support during the year, thank the organisation in these times
you for all your guidance and when great leadership is called
cooperation. for.
OPERATIONS REVIEW LEVERAGING ON NETWORK Similarly, the proposed trumpet
OPERATIONS
REVIEW

EXPANSION AND ACQUISITIONS interchange and toll plaza at


TRAFFIC GROWTH
Deferred Interchanges Alor Pongsu, scheduled to
Traffic growth across the commence construction in Q4
Group’s subsidiaries in Malaysia Under the Supplemental
of 2011, will provide a direct
exceeded expectations in 2010, Concession Agreement
link from the NSE to Selama
buoyed by the strong economic between PLUS Berhad and the
and Bagan Serai via the Federal
recovery which resulted in a Government of Malaysia, a total
Route FT147, reducing travel
GDP of 7.2%. of three new interchanges are to
time to Bagan Serai by as much
be built at Bukit Gambir in Johor
as 30 minutes.
Despite the emergence of and at Alor Pongsu and Taiping
alternative routes in the form of West in Perak.
In the case of the proposed
Lebuhraya Kajang – Seremban Taiping West Interchange,
(LEKAS) and Lebuhraya Construction of the trumpet
the Government has agreed
Kemuning – Shah Alam (LKSA), interchange and toll plaza at
for PLUS to construct an
PLUS recorded a healthy year- Bukit Gambir commenced
interchange and toll plaza at
on-year growth in traffic volume in 2010 with the advance
Sg Buaya in Selangor instead,
of 7.7% while ELITE surpassed earthworks scheduled for
linking the NSE directly to
projected figures to register an completion in August 2011.
Bandar Baru Sg Buaya and Kg
impressive growth of 11.4%. Providing a direct link from the
Tanjung via the B56 State Road.
The rapid development of new NSE to Bukit Gambir and Sg
With earthworks scheduled to
townships at Setia Alam and Mati via the J33 State Road, the
commence in Q2 of 2011, the
Kota Damansara along the new interchange is expected to
new trumpet interchange at Sg
New Klang Valley Expressway reduce travel time to Muar by
Buaya will provide an alternative
and at Federal Highway Route approximately 15 minutes.
access for travellers heading to
2 contributed to the growth Sg Buaya, Sg Choh, Serendah
along the PLUS urban highways, and North Rawang, reducing
with higher traffic at ELITE travel time to these areas by 15
attributed to similar township to 30 minutes.
developments at Shah Alam,
Putra Heights and Bandar Acquisitions
Saujana Putra.
On 15 June 2010, PLUS
Expressways entered into a
At LINKEDUA, year-on-year
share sale agreement with
traffic growth jumped to 21.5%,
32
PLUS Expressways Berhad 2010 Annual Report

the UEM Group to acquire


due in part to the 30% reduction
1,000,000 ordinary shares
in toll fares at Tanjung Kupang
of RM1 each representing
which came into effect on 1
100% equity interest in TERAS
August 2010, as well as rapid
Teknologi Sdn Bhd (TERAS) for
development at Nusajaya, Kota
a total cash consideration of
Iskandar and Gelang Patah.
RM44.0 million. The acquisition
For KLBK, traffic growth more
of the toll systems provider
than doubled to 9.2% compared
was in line with the Company’s
against 4.4% growth achieved in
strategic plan to drive business
2009.
growth through value accretive
expansion opportunities and
is expected to improve the 38.6km stretch of highway of India (NHAI) to PLUS
value chain of the Group from Padalur to Trichy in Tamil Expressways and its joint bidding
while broadening its recurring Nadu, had commenced slightly partner, IDFC Projects Ltd. A
earnings base. less than a month earlier on special purpose vehicle was
6 May 2010, with a concession subsequently formed by the two
period of 25 years ending on 26 parties to undertake the project
November 2031. and on 7 February 2011, the
NHAI entered into a Concession
In the state of Maharashtra, Agreement with the resulting
our Indian subsidiary PLUS foreign associate company,
BKSP Toll Limited, succeeded Jetpur – Somnath Tollways Ltd.
in obtaining an extension of
the concession period for the Meanwhile, in Indonesia,
Bhiwandi-Kalyan-Shilphata PLUS Expressways disposed
(BKSP) Toll Road. The extension of its entire equity interest
to 3 March 2015 from 28 April in PT Cimanggis Cibitung
2013 was given in consideration Tollways (CCTW) to PT Bakrie
of delays in the handing over and Brothers TBK. This will
of land for construction. Toll allow the Group to focus its
operations, which commenced in resources on construction of the
A few days earlier on 11 June August 2009, contributed to the 116km Cikampek – Palimanan
2010, PLUS Expressways had Group’s overall revenue growth Expressway in West Java via its
concluded the acquisition of for the first time, recording a 55% stake in PT Lintas Marga
3,334,000 ordinary shares of revenue of RM15.1 million for Sedaya (LMS).
RM1 each in Touch ‘n Go Sdn the year under review.
Bhd (TnG) from UEM Land
Holdings Berhad. The resulting
20% equity interest in TnG will
provide an important opportunity
for PLUS Expressways to
participate in the Electronic
Payment System or EPS market
as the nation moves towards the
33
PLUS Expressways Berhad 2010 Annual Report
convenience and efficiency of an
e-payment society.

International Projects
In India, PLUS Expressways
completed the acquisition of In addition to the acquisition To date the Government of
49% interest in Indu Navayuga of the INIPPL and on-going Indonesia has acquired 90%
Infra Project Pvt. Ltd. (INIPPL) operations of the BKSP Toll of the land required for the
on 2 June 2010, thus securing Road, PLUS Expressways also project which constitutes the
majority representation on made a successful bid for the longest section of the Trans Java
the Board of Directors and RM655 million Jetpur – Somnath Expressway.
management control over the four laning project in Gujarat. On
business operations of INIPPL. 13 September 2010, the 30-year
Toll collection along the INIPPL’s concession was awarded by
the National Highway Authority
As at end 2010, international plazas included the continued stretches in the Klang Valley,
OPERATIONS
REVIEW (CONTINUED)

projects accounted for about promotion of the PLUSTrack the combined system is able to
24% of the total length of fleet card and PLUSMiles loyalty provide expressway users with
expressways under the Group’s programme. With 33 PLUSTrack real-time travel information via
portfolio. Corporate members constituting the VMS thereby improving the
2,760 fleet vehicles and more way we manage traffic on our
ENHANCING OPERATIONAL than 300,000 PLUSMiles expressways. 2010 also saw
EFFICIENCY subscribers registered to date, the introduction of twitter as an
Going Cashless the Group saw overall ETC alternative to the PLUS Mobile
penetration increase by 3.4% Alert (PLUSMA) sms service for
The commencement of full
from 51.1% in 2009 to 54.5% in disseminating traffic information
Electronic Toll Collection (ETC)
2010. to expressway users.
operations at LINKEDUA’s
Lima Kedai Toll Plaza on 15
Improving Traffic Management In an effort to improve traffic
July 2010 saw the Group move
As of December 2010, a total management further through
one step closer towards the
of 57 CCTV cameras have been the distribution of travel to non
goal of making cashless toll
installed at strategic locations peak-hours, the PLUS Travel
transactions a nationwide reality.
along our expressways, providing Incentive (PTI) implemented on
a surveillance capability that 1 January 2009 was continued
allows the latest traffic situation until 31 December 2010, offering
to be monitored and assessed daily off-peak discounts of 10%
from our Traffic Monitoring to Class 1 users paying toll at
Centre (TMC) at Persada PLUS. PLUS and ELITE expressways
between 12 midnight and 7 a.m.
In meeting operational needs The PTI was also implemented
during the year, we also for off-peak travel on six
installed three new Variable selected days during major
Message Signs (VMS) at Slim festive seasons such as Chinese
River, Simpang Pulai and New Year and Hari Raya Aidil
Changkat Jering, increasing Fitri. Over 30 million Class 1
the total number of VMS to 24. vehicles took advantage of the
Together with the Automatic programme with discounts
The third toll plaza to go
Vehicle Detection System totalling more than RM20 million
cashless after Bangunan Sultan
(AVDS) installed at high volume for the year.
Iskandar at the Johor Bahru
34
PLUS Expressways Berhad 2010 Annual Report

Causeway and Tanjung Kupang


also on LINKEDUA, the move
to full ETC operations at Lima
Kedai preceded a 30% toll
reduction at Tanjung Kupang
which came into effect on 1
August 2010 to encourage more
cross-border travel between
Malaysia and Singapore via
LINKEDUA.

Other initiatives undertaken


towards encouraging greater
use of ETC lanes at all toll
The Travel Time Advisory (TTA) other toll violations through with the Government’s goal
first introduced two years ago the upgrading of system for the construction industry
also continued to contribute to software and introduction of to move towards technology
smoother traffic flow during the the PLUSTrack fleet card, intensive activities as a means
festive seasons. revenue enhancement through of staying competitive while
the optimised utilisation of delivering high quality products
2010 Savings from Efficiency Point-of-Sales (POS) and and value for money.
Initiatives cost reductions through the
A total saving of RM15.0 million optimisation of manpower
was realised in 2010 from resources, introduction of anti-
the continued execution of theft components to reduce
Project BETA, which stands vandalism and early detection
for “Boosting Efficiency of repair and replacement
Transforming Attitude”. As works to avoid more expensive
the name suggests, Project heavy repairs. The Six Sigma
BETA was first implemented in projects also served to foster
2009 as a means of improving better team integration and
various systems and processes develop leadership talent among
within the organisation in participating employees.
terms of efficiency. Focusing
on routine maintenance, claims E-bidding procedures introduced
management, operations at Group level in 2009 continued
manpower planning and to yield benefits to the
employee performance Company, recording a saving of
management, Project BETA has RM7.6 million.
had a positive impact on overall
productivity through improved Upgrading Projects
planning, resource utilisation The total spend on upgrading
and streamlining of activities. works carried out in 2010 was
The project has also led to approximately RM60 million.
greater empowerment and an
increased sense of ownership Of this amount, RM26.6
among our employees as well as million was spent on the
35
PLUS Expressways Berhad 2010 Annual Report
our contractors. major refurbishment of public
facilities at Rest and Service
A further saving of RM11.3 Areas (RSAs) located at Ayer
million was achieved in 2010 Keroh (Northbound), Pagoh
through several process (Northbound) and Dengkil A further RM7.8 million was
improvements brought about (Southbound) as well as the used for toll lane extension
by eleven Six Sigma projects Southbound laybys at Nilai works and upgrading of the
undertaken during the year. and Sg Bakap. The Ayer Keroh toll system at the Alor Setar
These included the reduction of RSA refurbishment works Selatan, Jalan Duta and Lukut
toll operations costs through the were constructed using the Toll Plazas while RM5.0 million
introduction of Electronic Forms Industrialised Building System went towards the installation of
For Toll (eFforT), reduction of (IBS) and were certified new VMS equipment at strategic
rejected ETC transactions and accordingly by the CIDB in line locations on the NSE and
LINKEDUA to provide real time
OPERATIONS
REVIEW (CONTINUED)

travel information to expressway


users. New streetlighting was
also installed at the Bangi,
Kajang and Permatang Pauh
Interchanges for improved
safety and security at a cost of
RM2.1 million.

Other upgrading works


undertaken at RSAs and laybys
during the year included the
installation of new sewage
treatment plant facilities at
Juru Layby (Southbound) and at
Mambau along the Seremban
– Port Dickson Highway, while pavement repairs to improve HUMAN CAPITAL
the surau and toilet facilities functionality and riding quality DEVELOPMENT
at Gunung Semanggol RSA and alleviate soft ground
Performance Culture
(Northbound) and the Changkat problems were implemented at
Jering, Sg Buloh and Tg Malim over 80 locations along the PLUS As a service-oriented company,
Toll Plazas were also given a expressways. the work culture at PLUS
facelift. Expressways is very much
We also undertook slope performance-driven with each
Maintenance Works rehabilitation works at 57 individual employee responsible
locations during the year for a set of Key Performance
The Group continued its
to maintain the safety, Indicators (KPIs) or Key Result
structured approach to
serviceability and integrity of Areas (KRAs) designed to ensure
maintenance in 2010, focusing
the PLUS expressways while organisational performance
on a preventive maintenance
expanding our Real-Time as defined in the Corporate
strategy that integrates network
Monitoring System (RTMS) Scorecard.
planning activities with asset
condition assessment, defects to cover the monitoring of
investigation, design and identified flood prone areas in
implementation of rectification addition to monitoring rainfall
and groundwater fluctuations to
36
PLUS Expressways Berhad 2010 Annual Report

works and information


management. Planned facilitate early intervention for
inspections conducted at the preventive maintenance of
periodic intervals ensured the slopes.
early detection of defects and
optimisation of repair costs and Special bridge inspections
other resources. were carried out by the original
design consultants for the
Pavement Structural Overlay Malaysia-Singapore Second
works, being a key component Crossing and two other bridges
of annual planned preventive along the NSE at Sg Junjung and
maintenance measures, Sg Malai. A further 110 repairs
were carried out to restore were carried out to bridges,
structural capacity at eleven culverts and other drainage
locations covering 165 lane-km structures.
of asphaltic pavements. Other
The Performance Management Talent Management opportunities to participate in
System (PMS) measures On a strategic level, the Group a formal Continuing Education
individual KPI/KRA achievements has identified a pool of 131 Programme (CEP) from
as well as behavioural talented employees who are Certificate up to Masters Degree
competencies and forms the currently the focus of a three- level.
basis for the distribution of year on-going exercise to take
rewards and other forms of Employees are also encouraged
recognition to employees to participate in Knowledge
throughout the Company. Sharing sessions as a means
of transferring learning,
2010 saw the Group continue information and skills to other
to foster the close relationship colleagues.
established between our
employees and Senior In 2010, selected employees
Management through a series attended a number of
of communication programmes international conferences
which included: and seminars held either
overseas or here in Malaysia,
• Quarterly Management including ITS Canada and the
Briefings to Division/ 3rd International Conference
Department Heads, Region & Exhibition on Slopes. We
Managers and Section sent another two candidates
Managers; to Nagoya in Japan to undergo
training under our Personnel
• Quarterly Staff Briefings Exchange Programme with the
to all employees at on leadership roles within Central Nippon Expressway
headquarters and all the organisation as part of an Company Limited while a third
regions; and established formal Succession candidate was seconded to the
Plan. Career aspirations and Public-Private Partnership Unit
• Informal dialogue sessions competency levels form the (UKAS) in the Prime Minister’s
referred to as Sepetang basis for designing the Individual Department.
Bersama Pengarah Development Plan for each of
Urusan, held between the these employees to meet overall A further six employees at the
37
PLUS Expressways Berhad 2010 Annual Report
Managing Director and non- organisational needs in terms of Junior Executive level were given
managerial staff. human capital development. the opportunity to participate
in the Emerging Leadership
We also introduced the Talian Naturally, training and Programme, an 18-month
Sahabat programme in July development programmes leadership development course
2010 to provide a platform for continue to play a key role organised by the UEM Learning
staff to be able to highlight in support of our Talent Centre.
any grievances they may have Management initiatives and
and to put forward ideas and our aspiration to remain Firm in our belief that leaders
suggestions for improvement. an employer of choice. must be nurtured in all echelons
The information received Employees at every level in of the organisation structure, we
through Talian Sahabat is treated the organisation are exposed also organised a total of seven
as confidential in line with the to a wide variety of learning in-house training programmes
Whistle Blower Policy that was experiences ranging from during the year, designed
introduced a year earlier in July skills training and motivational specifically for our frontline and
2009. courses to technical visits and clerical staff who make up more
than 75% of our total workforce.
OPERATIONS
REVIEW (CONTINUED)

In order to accommodate our


in-house training needs, we
expanded our Training Centre
at Persada PLUS, increasing
our classroom capacity from
40 to 140 with the addition of
three new training rooms, whilst
maintaining the IT Training
Room which has 25 computer
workstations for IT training
purposes.

CORPORATE
RESPONSIBILITY complex in Subang are also in 2010 grew from 24 to 40
Corporate Responsibility Is able to make use of the well- children with annual events
About People equipped gym and other sports such as the Annual Graduation
facilities including two indoor Concert and Sports Day forming
As with charity, corporate
badminton courts, two tennis the highlight in the PLUS CDC
responsibility begins at home,
courts and a football field built calendar for the year.
and with this in mind, PLUS
to FAM standards.
Expressways consistently strives
Improving access for people
to provide a safe and healthy
The PLUS Child Development who are physically disabled was
work environment for all our
Centre (PLUS CDC) is another also high on the list of issues
employees, contractors and
facility offered to employees that we continued to address
other agents.
at Persada PLUS who are the in 2010, both at our own office
parents of very young children. premises as well as at our
In 2010, we extended the
RSAs and laybys undergoing
Occupational Health and Safety
Officially launched on 8 January refurbishment. Towards this end,
Management System (OHSAS
2010 by the wife of the it is a requirement for the design
18001) developed at PLUS to
Honourable Prime Minister of of all upgrading works to comply
all other concession companies
Malaysia, Datin Seri Rosmah with the Code of Practice for
in the Group. Other initiatives
Mansor, the PLUS CDC is a Access for Disabled People to
during the year included the
Montessori school that promotes Public Buildings (MS 1184:1991).
38
PLUS Expressways Berhad 2010 Annual Report

implementation of a course
learning through play for Improvements that have become
on Health and Fitness for
children between two and a half a standard feature in our
Patrolmen which was attended
and four years of age. Enrolment designs include the provision
by about 300 PLUSRonda
of dedicated parking for the
staff, and a 2-day course on
disabled with unobstructed
emergency response conducted
access from the parking area to
by the Selangor Civil Defence
the building, specialised wheel-
Department as well as a
chair friendly fittings such as
briefing by the Fire Department
toilets, sinks and grab bars and
on Building Evacuation, for
ramps with handrails and non-
occupants of Persada PLUS.
slip finishes.
Employees located within
the Company’s headquarters
PLUS Expressways has been Road Safety The Malaysians Unite For Road
involved in the promotion and A total of RM73.0 million Safety (MUFORS) campaign
development of motorsports at was invested in 2010 on the also gained momentum in
the grassroots level since 2009 implementation of various road 2010, earning the Merit Award
through the Formula PLUS Go- safety measures at several for Best Community Campaign
Kart Talent Search. In 2010, the strategic locations along our at the Global CSR Awards in
programme was expanded from expressways. These included Singapore. During the year more
four to nine states comprising the construction of high friction than 250,000 people logged on
Pahang, Terengganu, Kelantan, course pavement surfacing, to the MUFORS website to Vote
Kedah, Johor, Negeri Sembilan, installation of crash cushions, to Save Lives and Vote to Reduce
Melaka, Selangor and Kuala the use of stronger right-of-way Accidents and Deaths on the
Lumpur. Endorsed by the fencing materials, upgrading Road.
Automobile Association of to high containment guardrails
Malaysia (AAM) and supported with posts at 2-meter spacing We launched the MUFORS
by the Ministry of Youth and and enhancement of traffic signs Gallery on 20 August 2010
Sports, a Road Tour to the nine and directional signboards for in collaboration with the
states was headed by Team improved visibility and guidance. Ministry of Works, Malaysian
PLUS Motorsport ambassador, We also introduced new Highway Authority, Road Safety
Nabil Jefri who, at 16 years old, innovations to our operations Department, Malaysian Institute
made his debut as Formula such as the use of portable of Road Safety Research
One’s youngest Test Driver in screens at accident sites (MIROS) and other relevant
the same year. In nurturing designed to discourage other agencies, creating a space for
our young Malaysian drivers motorists from slowing down exhibitions, workshops and other
to become national karting to look at these accidents. As a experiential activities designed
champions, the programme result of these measures, the to give road safety advocacy a
has also instilled discipline, number of accidents recorded at fresh approach.
teamwork, responsibility, time these locations in 2009 has been
management and defensive reduced by about 75% in 2010.
driving skills as well as basic
knowledge of engines and car
technology to the target group of
young talents.

39
PLUS Expressways Berhad 2010 Annual Report
We also collaborated with some Roads – A Malaysian Journey, Reducing Our Impact On The
OPERATIONS
REVIEW (CONTINUED)

of Malaysia’s most talented the competition attracted Environment


celebrity personalities to over 140 entries, with a total PLUS Expressways has long
produce the MUFORS theme of 264 students participating recognised the need to advocate
song and promotional video from 35 universities and sustainable business practices,
and continued our seminars on colleges from all over Malaysia products and services that are
Respect Your Limits across 13 including Sarawak. Apart from designed to preserve and protect
states in Peninsular Malaysia, empowering these students to the environment from harm.
Sabah and Sarawak. The make a difference on our roads Our Environmental Management
half-day programme aimed through the use of creative System ensures the systematic
at promoting road safety media, the competition also monitoring of day-to-day
awareness among driver, owners sought to encourage more operational activities and is a
and operators of heavy vehicles people from all walks of life to testament to our commitment
has been shown to have had a take ownership of road safety towards encouraging sustainable
positive impact on the number issues. and equitable development
of accidents involving express through the promotion of
buses and lorries travelling on environmental awareness among
the North-South Expressway our employees, stall operators
(NSE). In 2010, this number and contractors as well as
fell to just 6 accidents per our customers and business
1,000 vehicles, compared to 7 partners.
accidents per 1,000 vehicles in
2009. In 2010, we took steps to reduce
our impact on air quality through
efforts to increase the usage of
Electronic Toll Collection (ETC)
and by asking our customers
to turn off their engines when
parked at any of our RSAs or
laybys. We also carried out a
number of upgrading projects
to improve the performance
of selected Sewage Treatment
Plants (STPs) in accordance with
40
PLUS Expressways Berhad 2010 Annual Report

the new Environmental Quality


(Sewage) Regulations 2009
which came into effect on 10
December 2009.

In September 2010 we launched


our first Green RSA at Sg Perak
On 4 August 2010, we launched (Southbound), with the theme
MUFORS Road Reels, a short Jejak Hijau or Green Trail.
film competition opened to The RSA underwent extensive
students of local universities and renovation with the construction
institutions of higher learning. of a new toilet complex designed
Carrying the theme Attitudes on to incorporate natural ventilation
and prayer rooms that take Other initiatives undertaken
advantage of natural lighting to by the Group during the year
save energy costs. The deck area that continue to have a positive
was built on stilts and columns impact on the environment
in order to avoid erosion by included efforts to reduce road
maintaining the natural contour accidents, monitor slope stability
of the surrounding land, and and manage scheduled wastes.
noise barriers were constructed In addition, the development and
to reduce noise pollution created implementation of innovative
by vehicles on the expressway. products and technologies
such as the eFforT, Receipt
Other green technologies on Demand (ROD), Vehicle
introduced at this RSA include Registration Number (VRN)
recycling bins for separation system and General Online Data
of recyclable waste at source (GOLD) have reduced our need
and the use of a recycled Eco for paper, thereby reducing the
Cleaner Machine and natural need to destroy more trees and
bio-degradable products such forests.
as bio-based detergents. In
addition, the implementation of
food waste composting at this
location is expected to reduce
our carbon-footprint while
providing a source of natural
fertilisers to offset landscape
maintenance costs.

41
PLUS Expressways Berhad 2010 Annual Report
BOARD OF DIRECTORS
CORPORATE
INFORMATION

CHAIRMAN
Tan Sri Dato’ Mohd Sheriff Mohd Kassim

NON-EXECUTIVE DEPUTY CHAIRMAN


Dato’ Mohd Izzaddin Idris

MANAGING DIRECTOR
Dato’ Noorizah Hj Abd Hamid

Tan Sri Datuk K. Ravindran Datuk Mohamed Azman Yahya Datuk Seri Panglima Mohd
Senior Independent Non-Independent Annuar Zaini
Non-Executive Director Non-Executive Director Independent Non-Executive
Director
Hassan Ja’afar Quah Poh Keat
Non-Independent Independent Non-Executive Dato’ Seri Ismail Shahudin
Non-Executive Director Director Non-Independent
Non-Executive Director

AUDIT COMMITTEE MEMBERS REGISTERED OFFICE PRINCIPAL BANKERS


• Quah Poh Keat Menara Korporat, Persada PLUS CIMB Bank Berhad
(Chairman) Persimpangan Bertingkat Subang Malayan Banking Berhad
• Tan Sri Datuk K. Ravindran KM15, Lebuhraya Baru Lembah Klang HSBC Bank Malaysia Berhad
• Datuk Seri Panglima Mohd 47301 Petaling Jaya
Annuar Zaini Selangor Darul Ehsan, Malaysia
SHARE REGISTRAR
Tel : +603 7666 4666/7801 6666
INVESTMENT COMMITTEE Fax: +603 7666 4400/7801 6600 Symphony Share Registrars Sdn Bhd
MEMBERS www.plus.com.my Level 6, Symphony House
• Tan Sri Dato’ Mohd Sheriff Mohd Block D13, Pusat Dagangan Dana 1
Kassim (Chairman) HEAD/MANAGEMENT OFFICE Jalan PJU 1A/46
• Dato’ Mohd Izzaddin Idris Menara Korporat, Persada PLUS 47301 Petaling Jaya
• Datuk Mohamed Azman Yahya Persimpangan Bertingkat Subang Selangor, Malaysia
• Dato’ Noorizah Hj Abd Hamid KM15, Lebuhraya Baru Lembah Klang Tel: +603 7841 8000
• Dato’ Seri Ismail Shahudin 47301 Petaling Jaya Fax: +603 7841 8008
Selangor Darul Ehsan, Malaysia www.symphony.com.my
42
PLUS Expressways Berhad 2010 Annual Report

NOMINATIONS AND Tel: +603 7666 4666/7801 6666


REMUNERATION COMMITTEE Fax: +603 7666 4400/7801 6600 STOCK EXCHANGE LISTING
MEMBERS www.plus.com.my Main Market
• Tan Sri Dato’ Mohd Sheriff Mohd Bursa Malaysia Securities Berhad
Kassim (Chairman) AUDITORS
• Tan Sri Datuk K. Ravindran Messrs Ernst & Young
• Quah Poh Keat Chartered Accountants
Level 23A, Menara Milenium
COMPANY SECRETARIES Jalan Damanlela
• Tan Hwee Thian Pusat Bandar Damansara
[MIA 1904] 50490 Kuala Lumpur, Malaysia
• Noor Meiza Ahmad P.O. Box 11040
[LS 0009016] 50734 Kuala Lumpur
Tel: +603 7495 8000
Fax: +603 2095 5332
www.ey.com
COMPANY
SECRETARIES
TAN HWEE THIAN Tan Hwee Thian is the Director, Secretarial of UEM Group
Management Sdn Bhd and the Joint Company Secretary of PLUS
Expressways Berhad. 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
Charted Certified Accountants, United Kingdom, a member of The
Malaysian Institute of Chartered Secretaries and Administrators
and a Charted Accountant of the Malaysian Institute of Accountants
(MIA).

He started his career with a public accounting firm and had also
worked in a group of companies with diverse business interests
spanning insurance, property development and management
services. His work experience involved company secretarial,
administration, share registration, auditing and accounting.

NOOR MEIZA AHMAD Noor Meiza Ahmad is the Head of Legal and Secretarial Support
Department of PLUS Expressways Berhad (“PEB”). She joined PEB
on 12 October 2009 and was appointed as the Joint Comapany
Secretary of PEB on 2 December 2009.

Puan Noor Meiza has vast experience in legal and secretarial


matters and prior to joining PEB, she was the Head of Legal and
Corporate Services Department of MISC Integrated Logistics Sdn
Bhd, a subsidiary of MISC Berhad.

43
PLUS Expressways Berhad 2010 Annual Report
BOARD
OF DIRECTORS

44
PLUS Expressways Berhad 2010 Annual Report

Members of the Board


Standing, left to right

Datuk Seri Panglima Mohd Annuar Zaini, Dato’ Seri Ismail Shahudin, Tan Sri K. Ravindran, Dato’ Mohd Izzaddin Idris,
Tan Sri Dato’ Mohd Sheriff Mohd Kassim (Chairman), Dato’ Noorizah Hj Abd Hamid, Datuk Mohamed Azman Yahya,
Quah Poh Keat, Hassan Ja’afar
PROFILE OF
BOARD OF DIRECTORS
> Tan Sri Dato’ Mohd Sheriff Mohd Kassim
Chairman

Tan Sri Dato’ Mohd Sheriff Mohd Kassim, a Malaysian aged 71,
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
after serving as the Secretary General of Treasury, Ministry of
Finance for 3 years. He was the Director General of the Economic
Planning Unit from 1989 to 1991.

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


Institute of Economic Research, President of the Malaysian
Economic Association and also serves as the Non-Executive
Chairman of Manulife Holdings Berhad, Scientex Berhad,
Standard Chartered Bank Malaysia Berhad, Projek Lebuhraya
Utara-Selatan Berhad, Konsortium Lebuhraya Butterworth-Kulim
(KLBK) Sdn Bhd and Projek Penyelenggaraan Lebuhraya Berhad. 45
PLUS Expressways Berhad 2010 Annual Report
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
Nominations and Remuneration Committee and the Investment
Committee of the Board.
> Dato’ Mohd Izzaddin Idris
PROFILE OF
BOARD OF DIRECTORS (CONTINUED)

Deputy Chairman

Dato’ Mohd Izzaddin Idris, aged 48, was appointed as Non-Independent Non-Executive Deputy
Chairman of PLUS Expressways Berhad on 7 July 2009. He is also the Managing Director/Chief
Executive Officer of UEM Group Berhad.

Dato’ Mohd Izzaddin holds a Bachelor of Commerce Degree (First Class Honours in Finance) from
University of New South Wales Australia and is a Fellow of CPA Australia and a member of Malaysian
Institute of Accountants (MIA). He has over 20 years’ experience in investment banking, financial and
general management and was previously the Chief Financial Officer/Senior Vice President (Group
Finance) of Tenaga Nasional Berhad, a position he held from September 2004 to June 2009.

He was formerly a Senior Vice President (Corporate Finance) of Southern Bank Berhad and the Chief
Financial Officer of Ranhill Berhad and also held the position of Chief Operating Officer of Malaysian
Resources Corporation Berhad in the late 1990s. After graduating in June 1985, Dato’ Mohd Izzaddin
served with Malaysian International Merchant Bankers Berhad for almost 11 years which included a
3-year secondment in the late 1980s to Barclays de Zoete Wedd Limited, a London-based investment
bank and a subsidiary of Barclays Bank PLC then.

Dato’ Mohd Izzaddin currently sits on the Board of Projek Lebuhraya Utara-Selatan Berhad, UEM Land
Holdings Berhad, Cement Industries of Malaysia Berhad, TIME Engineering Berhad, Opus Group Berhad,
Faber Group Berhad, UEM Builders Berhad, Sunrise Berhad and several other private limited companies.
Dato’ Izzaddin also sits on the Board of Commissioner of PT Lintas Marga Sedaya and Board of
Commissioner of PT Cimanggis-Cibitung Tollways, PLUS Expressways Berhad’s subsidiaries in Indonesia.

Dato’ Mohd Izzaddin is a Non-Executive Director nominated by UEM Group Berhad, a major
shareholder of PLUS Expressways Berhad. He serves as a member of the Investment Committee.

> Dato’ Noorizah Hj Abd Hamid


Managing Director

Dato’ Noorizah Hj Abd Hamid, a Malaysian aged 51, was appointed as the Managing Director of PLUS
Expressways Berhad (PEB) on 1 April 2007. Prior to that, she was the Managing Director of Faber
Group Berhad 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 the Central Michigan
University, United States of America.

46 Prior to joining Renong Berhad as the Manager of Group Corporate Affairs in September 1991, she was
PLUS Expressways Berhad 2010 Annual Report

attached to various positions in finance and corporate advisory with 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 back 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.

Currently, she also sits on the Board of Commissioner of PT Lintas Marga Sedaya and Board of
Commissioner of PT Cimanggis-Cibitung Tollways, PEB’s subsidiaries in Indonesia, Board of Directors of
PLUS BKSP Toll Limited, Indu Navayuga Infra Project Private Limited, PEB’s subsidiaries in India, 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), Linkedua
(Malaysia) Berhad, PLUS Helicopter Services Sdn Bhd and Chairman of Teras Teknologi Sdn Bhd.
> Hassan Ja’afar
Non-Independent Non-Executive Director

Hassan Ja’afar, a Malaysian aged 64, is a Non-Independent Non-Executive Director of PLUS


Expressways and was appointed as a Director of the Company on 18 March 2002.
 
Hassan was the past Managing Director of BBMB Securities Sdn Bhd. He holds a Bachelor of Science
Degree in Chemical Engineering from the University of New Brunswick, Canada.

He was a project officer for the Economic Development Board of Singapore and the Development
Bank of Singapore 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.

He also sits on the Board of Commissioner of PT Lintas Marga Sedaya and PT Cimanggis-Cibitung
Tollways, PLUS Expressways Berhad’s subsidiaries in Indonesia and hold directorship in Projek
Lebuhraya Utara-Selatan Berhad.

Hassan is a Non-Executive Director nominated by Khazanah Nasional Berhad, a major shareholder of


PLUS Expressways Berhad.

> Datuk Mohamed Azman Yahya


Non-Independent Non-Executive Director

Datuk Mohamed Azman Yahya, a Malaysian aged 47, is a Non-Independent Non-Executive Director of
PLUS Expressways Berhad. He was appointed as a Director of the Company on 3 May 2002.
 
Datuk 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
47
PLUS Expressways Berhad 2010 Annual Report
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 and the Executive Chairman of Bolton Berhad, a listed property group.

He sits on the advisory panels for the National Innovation Council and the Special Taskforce to
Facilitate Business (Pemudah) and is a member of the Financial Reporting Foundation. He sits on the
Boards of Khazanah Nasional Berhad, Malaysian Airline System Berhad, Scomi Group Berhad, Ekuiti
Nasional Berhad and several other private limited companies.
 
Datuk Mohamed Azman is a Non-Executive Director nominated by UEM Group Berhad and a major
shareholder of PLUS Expressways Berhad. He currently serves as a member of the Investment
Committee.
> Tan Sri Datuk K. Ravindran
PROFILE OF
BOARD OF DIRECTORS (CONTINUED)

Senior Independent Non-Executive Director

Tan Sri Datuk K. Ravindran, a Malaysian aged 53, is a Senior Independent Non-Executive Director of
PLUS Expressways Berhad. He was appointed a Director of the PLUS Expressways Berhad on 6 May
2002.
 
Tan Sri 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 team of able colleagues, he was instrumental in developing the group into
a multi-million ringgit company.

Tan Sri 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.
 
Tan Sri Datuk K. Ravindran serves as a member of the Audit Committee and the Nominations and
Remuneration Committee.

> Quah Poh Keat


Independent Non-Executive Director

Quah Poh Keat, a Malaysian aged 58, is an Independent Non-Executive Director of PLUS Expressways
Berhad. He was appointed as a Director on 14 January 2008. He is also currently an Independent
Non-Executive Director of IOI Corporation Bhd, Telekom Malaysia Berhad, Lonpac Insurance Berhad,
LPI Capital Berhad, Campubank Lonpac Insurance Plc and Public Bank Bhd and some of its group
companies.

PK Quah was admitted as a member of the Malaysian Institute of Certified Public Accountants
(MICPA) in 1976. He was also the best student for all three parts of the MICPA Examination and won
48
PLUS Expressways Berhad 2010 Annual Report

many awards in the Institute of Management Accountants Examinations.

PK Quah is a Fellow of the Malaysian Institute of the Taxation, Member of the Malaysian Institute
of Accountants, Member of the Malaysian Institute of Certified Public Accountants, Member of the
Chartered Institute of Management Accountants and Fellow of the Association of Chartered Certified
Accountants.

He was the Senior Partner of KPMG (known in some practices as Managing Partner) from 1 October
2000 to 30 September 2007 and has vast experience in Audit and Taxation in both Malaysia and United
Kingdom. He retired from KPMG Malaysia on 31 December 2007. He is a member of FMM Strategic
Policies Committee and was a former Vice-President of the Malaysian Institute of Taxation.

PK Quah serves as a member of the Audit Committee and Nominations and Remuneration
Committee.
> Datuk Seri Panglima Mohd Annuar Bin Zaini
Independent Non-Executive Director

Datuk Seri Panglima Mohd Annuar Bin Zaini, a Malaysian aged 59, is an Independent Non-Executive
Director of PLUS Expressways Berhad. He was appointed as a Director on 19 December 2008.

He holds a Master of Arts in Law & Diplomacy from The Fletcher School of Laws & Diplomacy,
Tufts University, USA and a Bachelor of Arts with honours in Economics from Universiti Kebangsaan
Malaysia.

He began his career in the government service as an Administrative and Diplomatic Officer in 1977.
He served the Malaysian Government at various ministries and departments and also the Perak State
Government until he chose to take an optional retirement from the government service in 1999.

He was Advisor and Chief Executive of Northern Corridor Implementation Authority from 2007 to
2009. He was the Chairman of Malaysian National News Agency (BERNAMA) from February 2004 to
January 2010. In February 2004, HRH The Sultan of Perak consented his appointment as Member
of the Council of Elders to HRH Sultan of Perak. He is a Member of the Perak Council of Islamic
Religion and Malay Customs and the Perak State Islamic Economic Development Corporation. He is
also a Distinguished Fellow to Institute of Strategic and International Studies (ISIS) Malaysia, Adjunct
Professor of Northern Corridor Economic Region Research Centre, Universiti Utara Malaysia.

He also holds directorships in Malaysian Airline System Berhad, Dijaya Corporation Berhad and a few
private limited companies.

> Dato’ Seri Ismail Shahudin


Non-Independent Non-Executive Director

Dato’ Seri Ismail Shahudin, a Malaysian aged 60 is a Non-Independent Non-Executive Director of


PLUS Expressways Berhad. He was appointed as a Director on 21 April 2009.

Dato’ Seri Ismail holds a Bachelor of Economics (Honours) degree from University of Malaya,
majoring in Business Administration.

Dato’ Seri Ismail Shahudin joined ESSO Malaysia Berhad, upon his graduation in 1974 and served
49
PLUS Expressways Berhad 2010 Annual Report
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 1992, he joined Malayan Banking Berhad
as General Manager, Corporate Banking and became the Executive Director in 1997. In 2002 he
left Malayan Banking Group 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 Malayan Banking Berhad, UEM Group
Berhad, Cement Industries of Malaysia Berhad (CIMA), SMPC Corporation Berhad, EP Manufacturing
Berhad, Mutiara Good Year Berhad, Aseana Properties Limited (a company listed on the London Stock
Exchange), Opus International Consultants Ltd, New Zealand, MCB Bank Lahore, Pakistan and several
other private limited companies.
PLUS EXPRESSWAYS BERHAD
MANAGEMENT
TEAM

DATO’ NOORIZAH HJ ABD HAMID


Managing Director

TAJUL AZWA BANI HASHIM


Chief Operating Officer

MOHAMMAD FUAD KHUSAIRI


Operations

HOW SEET MENG


Finance

MOHD ZULASTRI MOHD AMIN


Maintenance & Development

JAMAL-UD-DEEN NASIR KHAN


Human Capital Services & Regional

KHALILAH MOHD TALHA


Corporate Communications
50
PLUS Expressways Berhad 2010 Annual Report

NOOR MEIZA AHMAD


Legal and Secretarial Support

MOHD HALMI MOHD HASSAN


Internal Audit
PLUS HELICOPTER SERVICES SDN BHD
AZIZUDDIN ABDULLAH AYEOP
Aviation Manager

TERAS TEKNOLOGI SDN BHD


ABD RAHIM SULAIMAN @ SELIMAN
Chief Operating Officer

HEAD OF OVERSEAS SUBSIDIARIES


PT LINTAS MARGA SEDAYA;
PT CIMANGGIS CIBITUNG TOLLWAYS
MUHAMMAD FADZIL ABDUL HAMID
President Director

PLUS BKSP TOLL LIMITED;


INDU NAVAYUGA INFRA PROJECT PRIVATE LIMITED
(INIPPL) 51
PLUS Expressways Berhad 2010 Annual Report
AZMEE NIN
Executive Director;
Chief Executive Officer
STATEMENT OF
CORPORATE GOVERNANCE

The Board of Directors (“Board”)


of PLUS Expressways Berhad
(“PLUS Expressways” or “the
Company”) upholds 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 in ensuring mix of members with a wide range
that the structure and procedures to of experience and expertise in the
support excellent corporate conduct relevant fields such as accounting,
will continue to exist, not only in their economics and management, business
present form, but will continually be and banking. With their broad range of
enhanced and fortified. skills, experience and knowledge, they
effectively oversee PLUS Expressways
This statement sets out the Group’s (“the Group”) business
commitment of the Board towards the activities.
52
PLUS Expressways Berhad 2010 Annual Report

principles of good corporate governance


and the extent to which it has complied As a team, the Board brings to bear
with the best practices of the Code on independent and sound judgement
Corporate Governance (Revised 2007) on issues encompassing strategy,
(“Code”) throughout the financial year performance, resources and standards
ended 31 December 2010. of conduct. The roles and functions
of the Board as well as the differing
roles of Executive Directors and Non-
A. THE BOARD OF DIRECTORS
Executive Directors have been clearly
The Board defined.
PLUS Expressways is led by an
experienced Board comprising a
Board Composition Hj Abd Hamid are separated with clear distinction
The Board has nine (9) directors comprising one of responsibilities between them.
(1) Executive member and eight (8) Non-Executive
members, three (3) of whom are independent. The Chairman is responsible in ensuring the
A brief profile of each Director is set out on pages integrity and effectiveness of the Board in
44 to 49 of this Annual Report. all aspects of its role and agenda, as well as
providing effective communication channel for
The Independent Non-Executive Directors are the Board to express views on the Managing
independent of management and free from any Director and management. The Managing Director
business relationships which could materially is responsible for the implementation of broad
interfere with the exercise of their independent policies approved by the Board and she is obliged
judgement. They play an important role in: to report and discuss at board meetings all
material matters currently or potentially affecting
• Ensuring that the strategies proposed by the the Group and its performance, including all
Management are analysed and deliberated. strategic projects and regulatory developments.

• Representing the interests of not only the Conflict of Interest


minority shareholders, but also of employees, The Directors have a continuing responsibility
customers, suppliers and other stakeholders. to determine whether they have a potential or
actual conflict of interest in relation to any matter,
• Providing an objective and independent view which comes before the Board. The Company and
to the Board. the Group have adopted a process whereby each
Director is required to make written declarations
The Company complied with the Main Market whether they have any interest in transactions
Listing Requirements of Bursa Malaysia Securities tabled at regular board meetings of the Group.
Berhad (“Bursa Securities”) which requires at
least two (2) Directors or one-third (1/3) of the Board Appointment Process
Board, whichever is higher, to be independent The Company has in place formal and transparent
and non-executive. The independence of the procedures for the appointment of new Directors.
Non-Executive Directors is constantly reviewed These procedures ensure that all nominees to the
and benchmarked against best practices and Board are first considered by the Nominations and
regulatory provisions. Remuneration Committee, taking into account the
required mix of skills and experience and other
53
PLUS Expressways Berhad 2010 Annual Report
The Board’s composition is such that no individual qualities, before making a recommendation to the
or group of individuals dominates the Board’s Board and major shareholders.
decision making.
For the benefit of newly appointed directors, an
In accordance with the guidelines of the Code, Tan induction programme is conducted in order for
Sri Datuk K. Ravindran is the Senior Independent them to familiarise and understand the Group’s
Non-Executive Director whose primary operations and affairs.
responsibility is to deal with concerns regarding
the Company which are inappropriate to be dealt Board Appraisal Process
with by the Chairman or the Managing Director.
In line with the Malaysian Code on Corporate
Governance, the Board has implemented a process
Roles of Chairman and Managing Director
carried out by the Nomination and Remuneration
The roles of the Non-Independent Non-Executive Committee for the annual assessment of the
Chairman, Tan Sri Dato’ Mohd Sheriff Mohd effectiveness of the Board and its committees as
Kassim and the Managing Director, Dato’ Noorizah well as contributions of each Director.
The assessment is being carried out by way of an Fiduciary Duties of Directors
STATEMENT OF
CORPORATE GOVERNANCE (CONTINUED)

Assessment Survey Form that is to be completed The relationship between a Director and the
by each Director. The form covers areas of Board Company is based on principle of fiduciary duties,
Structure, Board Meetings, Board Papers, Board whereby each Director is required to act bona fide
Communication, Strategic Planning, Performance in the best interest of the Company, as a whole. In
Management, Human Capital Management, Risk this respect, the Directors are required to declare
Management, Overall Comments, Directors’ Self their respective shareholdings in the Company and
and Peers Evaluation and Board Committees. related companies. Directors are also required
A summary of the findings is presented to the to declare to the Board their interests in any
Nomination and Remuneration Committee for its contracts or proposed contracts with the Company
review and the Committee will then recommend or any of its related companies. The Directors will
improvement action plans before being presented abstain from any decision making in relation to
to the Board for final deliberation and approval. transactions in which they have an interest.

Board Responsibilities To further assist the Board in discharging


The Board retains full and effective control of its responsibilities more effectively, three (3)
the Company. This includes responsibilities in committees have been set up: Audit, Nominations
determining the Company’s overall strategic and Remuneration and Investment Committees.
direction, the development and management Each committee has the authority to review
of the Group’s businesses as well as reviewing specific issues delegated by the Board and to
the adequacy and effectiveness of the internal report to the Board with its recommendations. The
control system of the Company and the Group as a ultimate responsibility for the final decision on all
whole. The Board is also responsible in identifying matters, however, lies with the Board.
principal risks and ensuring the implementation of
the appropriate systems to manage these risks. Number of Directorships in Companies
Each Director of the Company holds not more than
Key matters, such as approval of annual and ten (10) directorships in public
interim financial results, material acquisitions listed companies and not more than fifteen (15)
and disposals, material agreements, major capital directorships in non-listed companies as defined
expenditures, budgets, the Key Performance and in accordance with the Main Market Listing
Indicator, the Corporate Scorecard, long- Requirements. Compliance with the Bursa
term plans and succession planning for the Securities Listing Requirements in this respect
top management are reserved for the Board’s ensures that the Directors are able to commit
deliberation and decision making. sufficient time and resources to effectively
54
PLUS Expressways Berhad 2010 Annual Report

discharge their responsibilities to the Company.


The Board, as a whole, oversees responsibility for Details of directorships of each Director are as
developing and revising the Group’s strategies. follows:
The Managing Director is responsible for making
and implementing operational decisions generally
based on the Discretionary Authority Limit (“DAL”)
as approved by the Board. The Non-Executive
Directors complement the skills and experience
of the Managing Director by contributing their
knowledge and experience of other businesses and
sectors to the formulation of policies and decision
making of the Company.
Number of Directorships
No Name of Director Status In Listed In Non Listed
Company Company

Tan Sri Dato’ Mohd Sheriff Non-Independent


1 3 6
Mohd Kassim Non-Executive Chairman

Non-Independent
2 Dato’ Mohd Izzaddin Idris Non-Executive Deputy 4 9
Chairman

3 Dato’ Noorizah Hj Abd Hamid Managing Director 1 1

Non-Independent
4 Hassan Ja’afar 1 1
Non-Executive Director

Datuk Mohamed Azman Non-Independent


5 5 5
Yahya Non-Executive Director

Senior Independent
6 Tan Sri Datuk K. Ravindran 1 9
Non-Executive Director

Independent
7 Quah Poh Keat 5 3
Non-Executive Director

Datuk Seri Panglima Mohd Independent


8 3 5
Annuar Zaini Non-Executive Director

Non-Independent
9 Dato’ Seri Ismail Shahudin 5 6
Non-Executive Director

Board Meetings • Local and foreign acquisition namely


The Board met thirteen (13) times for the financial acquisition of 49% equity in Indu Navayuga
year ended 31 December 2010 where it deliberated Infra Projects Pvt. Ltd in India, 100% equity
on and considered various matters including but in Teras Teknologi Sdn Bhd and 20% equity
interest in Touch ‘n Go Sdn Bhd;
55
PLUS Expressways Berhad 2010 Annual Report
not limited to:

• The Group’s financial and operational • Status and progress updates – existing
performance, projects in Indonesia and India (including but
limited to operations and financial updates).
• Budgets and dividends,
• The Group’s Investor Relations Policy.
• Annual Report,
• Matters relating to Human Resource and staff
• Related party transactions and recurrent benefits;
related party transactions,
• Progress of 2010 Risk Register for PLUS
• Annual Operating Plan 2011, Corporate Expressways Berhad; and
Scorecard and Managing Director’s Scorecard
and Headline Key Performance Index for • Offer by UEM and EPF (“Joint Offerrors”) to
financial year 2010, acquire all of the business and undertaking,
including all assets and liabilities of PLUS
• Local and foreign investment opportunities, Expressways Berhad.
The Board is allowed to conduct its meeting by on the matter to enable the Board to effectively
STATEMENT OF
CORPORATE GOVERNANCE (CONTINUED)

way of tele-conferencing as provided in Article 57B discharge their responsibilities. All proceedings of
of the Company’s Memorandum of Association. the Board meetings are recorded.
Prior to Board meetings, the Board is furnished
with sufficient and appropriate quality information Details of each Director’s meeting attendance
from the Management and, where necessary, third during the financial year ended 31 December 2010
party consultants are engaged to advise the Board are as follows:

No. of Board
No Name of Director Status Meetings
Attended

Tan Sri Dato’ Mohd Sheriff Non-Independent


1 11/13*
Mohd Kassim Non-Executive Chairman

Non-Independent
2 Dato’ Mohd Izzaddin Idris 11/13*
Non-Executive Deputy Chairman

3 Dato’ Noorizah Hj Abd Hamid Managing Director 13/13*

Non-Independent
4 Hassan Ja’afar 11/13*
Non-Executive Director

Non-Independent
5 Datuk Mohamed Azman Yahya 10/13#*
Non-Executive Director

Senior Independent
6 Tan Sri Datuk K. Ravindran 13/13
Non-Executive Director

7 Quah Poh Keat Independent Non-Executive Director 13/13#

Datuk Seri Panglima Mohd


8 Independent Non-Executive Director 13/13#
Annuar Zaini

Non-Independent
9 Dato’ Seri Ismail Shahudin 7/13#*
Non-Executive Director

56
PLUS Expressways Berhad 2010 Annual Report

#
The total number is inclusive of meeting attended via tele-conference.

* The Board meetings held on 15 October 2010, 27 November 2010, 21 December 2010 and 23 December 2010 were
Special Board meetings held specifically to deliberate on the offers that PEB received to acquire all the business and
undertaking, including all assets and liabilities of PEB and were not part of the annual calendar of Board Meetings. The
offers received included the Joint Offer from UEM and EPF. Several directors, namely Tan Sri Dato’ Mohd Sheriff Mohd
Kassim, Dato’ Mohd Izzaddin Idris, Dato’ Noorizah Hj Abd Hamid, Datuk Mohamed Azman Yahya, Encik Hassan Ja’afar
and Dato’ Seri Ismail Shahudin are directors interested in the Joint Offer (Interested Directors). Hence, Interested
Directors abstained from all deliberations pertaining to the Joint Offer, and did not attend the above mentioned
Special Board meetings other than Dato’ Noorizah Hj Abd Hamid who attended the Special Board meetings to provide
information to the Independent Directors due to her role as Managing Director of the Company.
Access to Information and Advice are responsible for ensuring that Board meeting
The Board recognises that the decision making procedures are adhered to at all times and that
process is highly dependent on the reliability applicable rules and regulations are complied
and completeness of information furnished to with. Where necessary, the Directors may obtain
it. As such, the Board members have full and independent professional advice at the Company’s
unrestricted access to information on the Group’s expense on specific issues to enable the Board
business and affairs, whether as a full Board or to discharge their duties on matters being
in their individual capacity, in discharging their deliberated.
duties. The Board receives timely advice on all
relevant information about the Group. Directors’ Training
The Company acknowledges that continuous
Prior to Board meetings, the Directors receive education is vital for Board members to gain
the agenda with relevant reports and a full set of insight into the state of the economy, technological
Board papers containing information relevant to development, latest regulatory developments and
the matters to be deliberated at the meeting. The management strategies in relations to the Group’s
Board papers are comprehensive and encompass core business.
both quantitative and qualitative factors to
facilitate prudent and informed decision making. Every Director of the Company undergoes
The minutes of the previous Board meeting are continuous training. In year 2010, the Directors
also circulated to the Directors and confirmed have attended training in relation to amongst
at each meeting. Minutes of the Board Meetings others corporate governance, risk management,
are maintained at the Registered Office of the securities market regulation and directors’ duties
Company. and liabilities.

All Directors also have full access to the advice The training status of Directors as at 31 December
and service of the Company Secretaries in the 2010, are as follows:
course of their duties. The Company Secretaries

Name of
No List of Training/Conference/Seminar/Workshop Attended
Director

• Risk Management in Islamic for FIDE Alumni & Current Participants


• Composite Risk Rating Communication Meeting with Bank Negara Malaysia
Tan Sri Dato’
57
PLUS Expressways Berhad 2010 Annual Report
• Talk on Competition Law and Its Impact on UEM Group of Companies
1 Mohd Sheriff
• Hi-Tea Presentation by Dr Abbas Mirakhor, INCEIF’s
Mohd Kassim
• Directors’ Training on Update of Financial Reporting Standards
• UEM Directors Gathering 2010

Dato’ Mohd • Talk on Competition Law and Its Impact on UEM Group of Companies
2
Izzaddin Idris • UEM Directors Gathering 2010

• Bursa Malaysia Evening Talk on Corporate Governance


• UEM Directors Gathering 2010
• MSWG Index Seminar – Corporate Governance
• INVEST Malaysia
Dato’ Noorizah • PLUS International Expressway Conference & Exhibition 2010 (PIECE 2010)
3
Hj Abd Hamid • Global Infrastructure Conference in New York
• Asia Conference in New York
• RBS Investors Conference in Singapore
• PEMANDU – Economic Transformation Program
• MINDA – CEO Roundtable with Dr Montek Singh Ahluwalia
STATEMENT OF
CORPORATE GOVERNANCE (CONTINUED)

Name of
No List of Training/Conference/Seminar/Workshop Attended
Director

• ASEAN 100 Leadership FORUM 2010


• KHAZANAH Megatrends Forum
• 8th Malaysia Road Conference & Exhibition 2010
• KHAZANAH Global Lectures
• The Asia Pacific Conference 2010
• ASEAN Finance Minister’s Investor Seminar

• PLUS International Expressway Conference & Exhibition 2010 (PIECE 2010)


• Managing The Risk of Delay, Disruptions and Disputes In Construction
Contracts In 2010
4 Hassan Ja’afar
• Khazanah Megatrends Forum 2010 – Reclaiming the Common Collaborating
& Completing in the New Economic Order
• UEM Directors Gathering 2010

• Bolton BOD in-house workshop: Crisis Communication


• PLUS International Expressway Conference & Exhibition (PIECE 2010) Gala
Dinner: Moderator for dialogue session with F1 driver Heikki Kovlainen &
ex-F1 and A1 driver Alex Yoong on road safety etc
• LSE Malaysia Alumni Public Lecture: Malaysia’s New Economic Model: The
Next Steps by Professor Danny Quah
• SCOMI Group Berhad: Implementing Effective Project Strategies: Case
Study on the Monorail Project for Mumbai
• Talk on Competition Law and Its Impact on UEM Group of Companies.
Datuk • Kementerian Kewangan Malaysia: Majlis Konsultasi Bajet 2010/2011 –
5 Mohamed Seizing Global Opportunities. Chaired by the Prime Minister
Azman Yahya • The 7th Sime Darby Lecture Series: Securing Tomorrow’s World – Using
Nature’s Wealth More Sustainably by Jonathon Porritt
• The 13th National Housing & Property Summit. CEO Panel – “Where is the
Housing and property Sector Heading?”. Organised by ASLI
• Perdana Leadership Foundation CEO Forum – “Approaching 2020:
Malaysia’s Decade For Growth? – What Makes A Corporation Exceptional?”
• Khazanah Megatrends Forum 2010
• HARVARD CLUB / INTAN COLLOQUIUM: Talk on entrepreneurial finance and
venture capital: What you need to Know by Prof. Robert C. Higgins
• UEM Directors’ Gathering 2010
58
PLUS Expressways Berhad 2010 Annual Report

• Dawn of the New Decade


Tan Sri Datuk
6 • Economic Transformation Programme Roadmap Launch
K. Ravindran
• Khazanah Global Lectures

• MINDA Breakfast Talk – Moral Foundation from Good Governance


• KPMG Malaysia GST Seminar 2010, Evening Talk on Corporate Governance
Guide
• BDO Tax Forum Service – GST: Which Hat Are You Wearing
• Risk Management in Islamic Finance
7 Quah Poh Keat • Risk Management of Derivatives
• Building Organisational Capacity from Strategic Transformation
• Building Audit Committee for Tomorrow
• KPMG Malaysian Tax Summit 2010
• Financial Industry Conference 2010
• UEM Directors’ Gathering 2010
Name of
No List of Training/Conference/Seminar/Workshop Attended
Director

Datuk Seri
• Governance Risk Management & Compliance: What Audit Committees and
Panglima
8 Chief Audit Executive Should Know
Mohd Annuar
• UEM Directors Gathering 2010
Zaini

Dato’ Seri
• Talk on Competition Law and Its Impact on UEM Group of Companies
9 Ismail
• UEM Directors Gathering 2010
Shahudin

Re-election of Directors (i) Audit Committee


The Company’s Articles of Association provides The composition of the Audit Committee and
that one-third (1/3) of the Directors in office for the Summary of attendance of the members
the time being, or if their number is not three (3) at the respective Audit Committee meetings is
or a multiple of three (3), then the number nearest set out in Audit Committee Report on page 70
to one-third (1/3), are subject to retirement by of this Annual Report.
rotation at each Annual General Meeting (AGM)
and shall be eligible for re-election. The Directors The Board has delegated certain
longest in office since their last election shall responsibilities to the Audit Committee, which
retire from office at the forthcoming AGM and operates within clearly defined terms of
shall be eligible for re-election. Directors who reference. The terms of reference of the Audit
are over 70 years of age are required to submit Committee and their activities are set out on
themselves for re-appointment and re-election pages 71 to 75 of this Annual Report.
annually in accordance with Section 129(2) and
Section 129(6) of the Companies Act, 1965. Details (ii) Nominations and Remuneration Committee
of the Directors seeking re-election and re- The Nominations and Remuneration
appointment at the forthcoming AGM are disclosed Committee is responsible to assist the Board
in the Notice of the AGM on page 4 of this Annual in reviewing the performance of Senior
Report. Management and directors. The committee
is also responsible in recommending to the
59
PLUS Expressways Berhad 2010 Annual Report
B. BOARD COMMITTEES Board, the appointment of new directors, after
due consideration of their skills, knowledge,
The Board has delegated specific responsibilities expertise, experience, professionalism and
to three (3) committees i.e. Audit Committee, integrity. It also reviews and recommends
Nominations and Remuneration Committee to the Board annual increments, bonus and
and Investment Committee. These Committees ex-gratia payment for the Managing Directors,
have clearly defined terms of reference to assist and if instructed by the Board, reviews
and support the Board in its responsibility to proposals for the remuneration packages
oversee the Company’s operations and to make of each member of the Company’s Board
the necessary recommendations relating thereto Committees.
for the Boards’ consideration. At all times, the
ultimate responsibility for the final decision on all
matters, lies with the Board.
The composition of the Nominations and Remuneration Committee and the attendance of members
STATEMENT OF
CORPORATE GOVERNANCE (CONTINUED)

at three (3) Nominations and Remuneration Committee meetings held during the year are as
follows:

Name of Director Status Meeting Attendance


Tan Sri Dato’ Mohd Sheriff Non-Independent
3/3
Mohd Kassim Non-Executive Chairman
Senior Independent
Tan Sri Datuk K. Ravindran 3/3
Non-Executive Director
Quah Poh Keat Independent Non-Executive Director 3/3

The Nominations and Remuneration Committee deliberated and recommended to the Board
to approve for inclusion in the Notice for the 8th Annual General Meeting, the Retirement and
Re-election of Directors. The Nominations and Remuneration Committee also deliberated and
recommended to the Board the 2009 Bonus payment and salary adjustments for the Managing
Director, the Chief Operating Officer and top management of the PEB Group, salary adjustment for
the Chief Operating Officer and renewal of employment contract for Senior Management.

(iii) Investment Committee


The composition of Investment Committee and the attendance of members at Investment
Committee meetings are as follows:

Name of Director Status Meeting Attendance


Tan Sri Dato’ Mohd Sheriff Non-Independent
4/4
Mohd Kassim Non-Executive Chairman
Non-Independent
Dato’ Mohd Izzaddin Idris 2/4
Non-Executive Deputy Chairman
Dato’ Noorizah Hj Abd Hamid Managing Director 4/4
Non-Independent
Datuk Mohamed Azman Yahya 4/4
Non-Executive Director
Non-Independent
Dato’ Seri Ismail Shahudin 2/4
60
PLUS Expressways Berhad 2010 Annual Report

Non-Executive Director

The Investment Committee is only allowed to make decisions in respect of investments in


expressways related business in Malaysia and overseas at the tender/pre-qualification stage.
In the event that the tender/pre-qualification are successful, further details on the investment
will be presented to the Board for its final decision. In addition, the Investment Committee also
recommends to the Board for all acquisitions of local and foreign companies. 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.

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 is paid to UEM Group. 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 2010 are as follows:

Other
Benefit in
Salary Fees Benefits and Total
No Name of Director Kind
Emolument
RM(‘000)
Tan Sri Dato’ Mohd Sheriff
1 – 90 71 – 161
Mohd Kassim
2 Dato’ Mohd Izzaddin Idris – 40 12 – 52**
3 Dato’ Noorizah Hj Abd Hamid 938* – 35 77 1,050
4 Hassan Ja’afar – 40 11 – 51
Datuk Mohamed Azman
5 – 40 12 – 52
Yahya
6 Tan Sri Datuk K. Ravindran – 54 18 – 72
7 Quah Poh Keat – 72 21 – 93
Datuk Seri Panglima Mohd
8 – 54 17 – 71
Annuar Zaini
9 Dato’ Seri Ismail Shahudin – 40 8 – 48
Total 938 430 205 77 1,650

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


** Paid to UEM Group Berhad

61
PLUS Expressways Berhad 2010 Annual Report
D. RELATIONSHIP WITH SHAREHOLDERS/INVESTORS
The Company recognises the importance of effective communication with its shareholders, other
stakeholders and the financial community on all major developments of the Group on a timely and
accurate basis. The Company maintains a high level of disclosure and communications with its
stakeholders through a number of readily accessible channels.

Annual Report and Annual General Meeting


The annual report is the key channel of communication with shareholders and investors which
incorporates comprehensive and sufficient details about financial results and activities of the Group
throughout the year. As part of cost-saving initiatives and in support of the government’s effort to
increase IT awareness among members of the public, the Group has initiated the despatch of its annual
report in electronic form (CD) to shareholders. A summary of financial data, notice of AGM and other
information is distributed together with the CD to shareholders. Shareholders may also request for
printed copies of the annual report in either the English or Bahasa Malaysia versions. The annual report
is also made available on the Company’s website.
The AGM is the principal forum for dialogue and Director’s Responsibility Statement in respect
STATEMENT OF
CORPORATE GOVERNANCE (CONTINUED)

interaction between the shareholders and the of the Preparation of the Audited Financial
Board of Directors and senior management. At Statements
the AGM, shareholders are briefed of the Group’s The Directors are required by the Companies
financial performance and significant operational Act, 1965 to ensure that the Group’s financial
developments for the financial year as well as the statements are prepared in accordance with
strategy and outlook for the Group. Shareholders’ applicable approved accounting standards and give
participation is highly encouraged through the a true and fair view of the state of affairs of the
question and answer session on the Group’s Group and the Company at the end of the financial
financial and operational performance. A press year and of the results and cash flows of the
conference is held immediately after the AGM Group and the Company for the financial year.
where the Chairman and Managing Director are
present to clarify and explain issues raised by In the course of preparing the annual financial
the media. It is the Company’s policy to promote statements, the Directors have:
interaction with its shareholders in order to give
the shareholders a fuller understanding of the • adopted applicable accounting policies and
Group’s affairs. applied them consistently;

• made judgements and estimates that are


Website Information prudent and reasonable;
The Group’s website, www.plus.com.my is an
• ensured that all applicable accounting
effective medium of communication and source
standards have been followed; and
of information to shareholders and the general
public by providing comprehensive and up-to- • prepared the financial statements on a going
date information on PLUS Expressways and all concern basis.
its subsidiaries. The website is being updated
regularly to include all relevant financial and The Directors are responsible in ensuring that
operational information on a timely basis. the Company keeps proper accounting records in
accordance with the provisions of the Companies
Act, 1965.
E. ACCOUNTABILITY AND AUDIT
In presenting the annual financial statements and The Directors have the overall responsibilities of
announcement of the quarterly financial results maintaining a sound system of internal control to
to the shareholders, the Board aims to present safeguard shareholders’ investment and the assets
a balanced and comprehensible assessment of of the Group which include taking reasonable
62
PLUS Expressways Berhad 2010 Annual Report

the Group’s position and prospects. The Board is steps for the detection and prevention of fraud and
assisted by the Audit Committee to oversee the other irregularities.
Group’s financial reporting processes and the
quality of its financial reporting. Statement on Internal Control
The Statement on Internal Control is set out in
pages 64 to 68 of the Annual Report. It provides an
overview of the internal control environment of the
Group.
Relationship with the Auditors
An appropriate relationship is maintained with the Company’s Auditors through the Audit Committee and
the Board of Directors. The Audit Committee has been explicitly accorded the power to communicate
directly with both the external and internal auditors.

The Audit Committee meets with the external and internal auditors to discuss the audit plan, annual
financial statements and their audit findings. The Audit Committee maintains a formal yet open and
transparent relationship with the external auditors and is at liberty to request for a meeting at their
discretion.

The details of the statutory audit, audit related and non-audit fees paid/payable in 2010 to the external
auditors are as follows:

Fees paid/payable: Group (RM‘000) Company (RM‘000)


Statutory Audit Services 537 60
Other Services* 458 232
Total 995 292

* Other services include amongst others cost verification, tender exercise, and dividend certification, review of cash flow
projections, quarterly review and government compensation.

The Audit Committee also met twice with the External Auditor without the presence of Management for
the financial year 2010.

A full Audit Committee report is set out in pages 70 to 77 of this Annual Report.

Financial Reporting
The Board aims to provide and present a balanced and meaningful assessment of the Company’s
financial performance primarily through the annual financial 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. 63
F. COMPLIANCE STATEMENT PLUS Expressways Berhad 2010 Annual Report
For the financial year ended 31 December 2010, the Company has complied with the principles and best
practices as set out in the Code.

G. ADDITIONAL COMPLIANCE INFORMATION


The Statement on Additional Compliance Information is set out in page 69 of this Annual Report.
The Board of Directors (“Board”) of PLUS
STATEMENT ON
INTERNAL CONTROL

Expressways Berhad (“PLUS Expressways” or


“the Company”) acknowledges and affirms
the importance of sound internal control and risk
management practices to enable good corporate
governance. Taking cognisance of the above,
the Board ensures that
the said practices are
implemented in PLUS
Expressways group’s
(“the Group”) wide
basis including the
new acquired local and
overseas subsidiaries,
namely TERAS Teknologi Sdn. Bhd. and Indu
Navayuga Infra Project Private Limited India (“INIPPL”).
64
PLUS Expressways Berhad 2010 Annual Report

The Board is ultimately responsible and accountable


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 Human Resource Management
of internal control, such a system is designed
The Group believes that the key strategy to
to mitigate rather than eliminate risks of failure
maintain business growth in an environment of
to achieve corporate objectives. Accordingly, the
intense competition is to enhance the operational
system provides reasonable and not absolute
efficiency and productivity of human capital. Thus,
assurance against material error, misstatement
formal appraisals guided by Key Performance
or loss. The system of internal control covers,
Indicator (“KPI”) parameters provide a framework
inter alia, risk management, financial, operational
to translate and align the strategy of human
and compliance controls. The Board confirms that
capital development to the the Group’s Strategic
the system of internal control of the Group was
Plan and is being used as a performance
in place during the financial year. The system is
measurement tool. The Group continued to
subject to regular review by the Board.
emphasise on the talent and competencies of
employees through strategic recruitment practices
Key elements of the Group’s internal control
and continuous training and development. Through
system, including the processes in place to review
the KPI’s parameters and Training Needs Analysis
its adequacy, are as follows:
(“TNA”), employees’ competencies and gaps are
being properly addressed and suitable training
Organisational Structure programmes are identified in order to maximise
human capital development to the optimum level.
The Group has a well-defined organisational
structure that is aligned to its business and
operational requirements and each strategic Insurance and Physical Safeguards
operating function is headed by a responsible
The Group undertakes adequate insurance and
Divisional or Departmental Head. Clear lines
ensure physical safeguard on assets in place to
of accountability and responsibility, approval,
ensure that the assets are sufficiently covered
authorisation, and control procedures have been
against any mishap that will result in material
laid down and communicated throughout the
losses.
Group.

Business Plan and Budget


Control Environment
The Group undertakes a comprehensive business
The internal control mechanism is embedded
planning and budgeting process each year,
in the various work processes and procedures
to establish goals and targets against which
65
PLUS Expressways Berhad 2010 Annual Report
at appropriate levels in the Group. The work
performance is monitored on an ongoing basis.
processes and procedures are documented in
The Board participates in the review and approval
the Group’s Standard Operating Manuals which
of the Business Plan and Budget. A monthly
has been certified to be in conformance with ISO
reporting and review of financial results and
9001:2008 Standards. These manuals assist in
forecast has been established and is consistently
ensuring continuity of work practice and effective
observed. The quarterly performance against
control of various tasks. As a result, a structure
budget is constantly presented to the Board.
for an organisation wide control has been
established throughout the Group. Continuous
efforts are also being undertaken by the heads of Authority Levels
departments to review and update the manuals
The Group documented its Discretionary Authority
regularly or when it is deemed necessary, aiding
Limits (“DAL”) which clearly define the level of
in the successful implementation of internal
authority and responsibility in making operational
controls.
and commercial business decisions. Approving
authorities cover various levels of management also provide updates to the Managing Director on
STATEMENT ON
INTERNAL CONTROL (CONTINUED)

and includes the Board. The DAL is reviewed administration matters.


regularly and any amendments made to the DAL
must be tabled to and approved by the Board. Activities of IAD are guided by the Annual Internal
Audit Plan which is reviewed and approved by
the Audit Committee on a yearly basis. The
Information and Communication
risk-based audit plan is developed to cover
While the management is responsible to ensure operational, information technology, strategic
proper implementation of internal control and financial activities that are significant to the
procedures, the Board can request to review the overall performance of the Group. At present, IAD
state of internal controls as and when it deems has been structured to have two (2) audit units,
necessary. The Board can request for information Corporate Audit Unit (“CAU”) and Operations Audit
and clarification from management as well as to Unit (“OAU”), and an Analysis Unit (“AU”). AU is
seek inputs from the Audit Committee, external responsible to provide overall management of
and internal auditors, and other experts, and any the department as well as render technical and
costs shall be borne by the Group. analytic support to CAU and OAU. CAU primarily
acts as an assurance unit which reviews the
effectiveness of the system of internal control,
Audit Committee
highlighting any areas for improvement and
The Audit Committee has been established by subsequently monitors the implementation of
the Board since year 2002. The Audit Committee its recommendations. On the other hand, OAU’s
comprises three (3) members of the Board, all objectives are to evaluate the effectiveness and
of whom are independent directors. Its terms efficiency of existing internal controls for toll
of reference together with the Audit Committee operations, recommend enhancement to the
Report are disclosed in pages 70 to 77 of this internal controls where necessary and to minimise
Annual Report. or eliminate the risk of internal toll fraud.

As an integral part of the management process,


Internal Audit Function
IAD furnishes the Management with independent
The Internal Audit Department (“IAD” or “the analysis, appraisals, counsel and information
Department”) of PLUS Expressways Berhad acts on the activities under review. The key internal
as an independent appraisal function to assist audit activities that add value to the Group can be
the Audit Committee in discharging their duties summarised as follows:
and to provide assurance to Management and
66 the Board that all internal controls are in place, 1. Review the operational activities and verify
PLUS Expressways Berhad 2010 Annual Report

adequate, and functioning effectively within the that the principal objectives are aligned to
acceptable limits and expectations. IAD strives to overall Group’s objectives.
provide the means for the Group to accomplish its
control objectives by introducing a systematic and 2. Identify all auditable activities and relevant
disciplined approach in evaluating and improving risk factors and assess their significance.
the effectiveness of risk management, internal
control and governance processes. The purpose, 3. Perform research and gather information that
authority and responsibility of IAD as well as the is accurate, factual and complete.
nature of assurance and consultancy activities
provided to the Group are clearly expressed 4. Analyse and examine the operations
in the Internal Audit Charter as approved by effectiveness and efficiency.
the Audit Committee. In order to preserve its
independence, IAD directly reports to the Audit 5. Analyse and examine transactions data to
Committee regularly as part of its functions and identify elements of fraudulent activities.
6. Provide assurance on compliance to statutory b. Management of Plus Ronda Operations
requirements, laws, Group policies and
guidelines. c. Management of Operational Consumable
Items
7. Recommend appropriate controls to overcome
d. Management of Insurance and Claims
deficiencies and enhance Group operations.
e. Management of 3rd Party Advertisement
8. Evaluate procedures in place to safeguard
Group’s assets. 2. Expressways and Assets Maintenance

9. Assist Management in establishing a proper a. Management of Security at PEB Group’s


risk management framework, assessing Premises
risks, monitoring the effectiveness of the
risk management program and ensuring the b. Expressways Assets – Pavement
adequacy of the internal control system.
3. Financial
In year 2010, CAU conducted fifteen (15) audits
in accordance to the approved Annual Audit Plan a. Balance Sheet Review – Account Payable,
and three (3) ad hoc assignments as requested Cash & Bank Balances
by the Audit Committee or the Management.
OAU, which focuses on the compliance to toll 4. Human Resource
operational procedures, conducted eighteen (18)
compliance audits at all Sections and seventy a. Management of Staff Recruitment,
seven (77) spot checks at selected toll plazas. The Compensation & Benefits
frequency and selection of toll plazas to be spot
checked were determined by the level of possible b. Management of Human Capital
internal toll fraud risk of each of the toll plazas. Development
For the year 2010, nine (9) internal toll fraud
cases were investigated by OAU. The investigation c. Payroll Processes
process involved verification of toll transactions
documentation as well as validity using the Close 5. Information Technology (“IT”)
Circuit Television (“CCTV”) image recordings. As to
provide further assurance on the integrity of the a. PEB Network Security
67
PLUS Expressways Berhad 2010 Annual Report
toll transaction, OAU also conducted transaction
data analysis as well as monitoring of compliance 6. Overseas Subsidiary
to procedures during major festive periods. The
scope of audit engagements is also aligned with a. PLUS BKSP Toll Limited
the primary risks of the organisation and its key
strategic initiatives. b. Indu Navayuga Infra Project Pvt. Ltd

Summary of audits conducted were in the areas 7. Strategies


of:
a. Corporate Branding, Image & Social
1. Toll and Non Toll Operations Responsibility Activities

a. Compliance to Identified Key Internal b. PEB’s Business Strategies


Control – Toll Procedures (All Sections)
IAD also works with the Group Internal Audit The Head of IAD currently sits as an observer
STATEMENT ON
INTERNAL CONTROL (CONTINUED)

(“GIA”) of UEM Group Berhad in audits that require in the Management Meeting where the senior
specific skills and knowledge not available within management of the Group discusses and
IAD. In 2010, a joint audit was conducted with deliberates on issues pertaining to the operations
GIA for the area of Information Technology (IT) of the Group. He would provide his input and
as well as Business Strategies. Moving forward, opinion on matters discussed with regards to
the collaboration in IT audits will continue as internal control, where necessary. As at 31
this serves as the field of skills learning and December 2010, the total headcount for IAD stood
knowledge sharing for IAD’s IT auditors. In at twenty-eight (28) comprising nineteen (19)
addition, IAD also works closely with the External executives and nine (9) non-executives. The total
Auditors to resolve any control issues raised by cost incurred by IAD for 2010 was RM2.04 Million.
them.

In order to examine and evaluate the effectiveness Quality Assessment Review (“QAR”) is performed
and efficiency of the internal control system, by qualified independent reviewer once every five
IAD performs analysis on traffic volumes and years. The objective of the review is to assess
toll collections using Computer Aided Audit IAD’s compliance to the International Standards
Tools (“CAAT”) to identify any anomalies in toll for the Professional Practice of Internal Auditing
transactions as a guide for evaluating the overall (“Standards”). Based on the lastest QAR conducted
toll operations. IAD also maintains and utilises the in 2008, IAD has conformed to the Standards in
Internal Audit Information System (“IAIS”) which general. In addition, IAD also performs an internal
is a in-house developed database that stores the assessment review annually.
audit related data and information. IAIS allows IAD
to manage and update the audit related data in a
Review of the Statement by External
more effective and efficient manner.
Auditors
The Head of IAD, Mohd Halmi Mohd Hassan, holds The external auditors have reviewed this statement
a Bachelor of Electrical Engineering Degree from on Internal Control for the inclusion in the annual
Memorial University of Newfoundland, Canada. report of PLUS Expressways Berhad for the year
With 14 years of experience of overseeing the ended 31 December 2010 and reported to the
toll operational aspects, revenue assurance and Board that nothing has come to their attention
internal audit activities in PLUS Expressways, that warrants them to believe that the statement
the Head of IAD offers a wealth of experience in is inconsistent with their understanding of the
focusing on achieving operational efficiencies, by process adopted by the Board in reviewing the
68 taking into consideration the risks involved and adequacy and integrity of the system of internal
PLUS Expressways Berhad 2010 Annual Report

without compromising the elements of controls. controls.


The information set out below is disclosed Share Buy-Backs

STATEMENT OF
ADDITIONAL COMPLIANCE INFORMATION
incompliance with the Main Market Listing
There was no share buy-backs during the financial
Requirements of Bursa Malaysia Securities Berhad
year ended 31 December 2010.
(“Bursa Securities”).

Options, Warrants or Convertible


Material Contracts
Securities Exercised
Other than those disclosed in the financial
The Company has not issued any options, warrants
statements, there were no material contracts
or convertible securities in respect of the financial
relating to any loans entered into by the Company
year ended 31 December 2010.
and its subsidiary involving Directors and major
shareholders’ interests.
American Depository Receipt (“ADR ”)
or Global Depository Receipt (“GDR ”)
Recurrent Related Party
Transactions (“RRPT”) Statement The Company has not sponsored any ADR or
GDR programme for the financial year ended 31
The Company had, during the last AGM held on 29
December 2010.
April 2010 obtained a general mandate from its
shareholders to enable the Group in their ordinary
course of business, to enter into recurrent Variation in Results
transactions of a revenue or trading nature with
The Company did not issue any profit forecast
related parties which are necessary for its day-
for the financial year ended 31 December 2010.
to-day operations, on terms not more favourable
As such, no commentary is made on variation in
to the related party other than those generally
results.
available to the public and are not to the detriment
of the minority shareholders (“RRPT Mandate”).
The RRPT Mandate is valid until the conclusion of Profit Guarantee
the forthcoming AGM of the Company to be held
The Company did not issue any profit guarantee
on 29 June 2011. Details of the recurrent related
for the financial year ended 31 December 2010.
party transactions entered into pursuant to the
RRPT Mandate for the year ended 31 December
2010 are set out in page 216 of this Annual Report. Revaluation Policy
The Company has not adopted a revaluation policy
69
PLUS Expressways Berhad 2010 Annual Report
Imposition of Sanctions and/or on landed properties.
Penalties
There were no sanctions and/or penalties imposed Utilisation of Proceeds
on the Company, Directors or management by the
There was no capital raising exercise carried out
relevant regulatory authorities.
by the Company for the financial year ended 31
December 2010.
1. MEMBERS
AUDIT COMMITTEE
REPORT

Name Designation Directorship


Independent Non-Executive Director and a member
of the Malaysian Institute of Certified Public
Quah Poh Keat Chairman
Accountants (MICPA) and the Malaysian Institute of
Accountants (MIA)
Tan Sri Datuk K. Ravindran Member Senior Independent Non-Executive Director
Datuk Seri Panglima Mohd
Member Independent Non-Executive Director
Annuar Zaini

2. CONSTITUTION
The Audit Committee of PLUS Expressways Berhad (“PLUS Expressways” or “the Company”) was
established by the Board of Directors (“Board”) on 22 May 2002.

3. MEETINGS
Nine (9) meetings (inclusive of one (1) Special Audit Committee Meeting) were held during the
financial year ended 31 December 2010. All meetings were held at Menara Korporat, Persada PLUS,
Persimpangan Bertingkat Subang, KM15, Lebuhraya Baru Lembah Klang, 47301 Petaling Jaya, Selangor
Darul Ehsan. The dates and times of the meetings were as follows:

Date Time

13.01.10 10.00 a.m.


22.02.10 6.30 p.m.
12.04.10 2.30 p.m.
19.05.10 9.00 a.m.
18.08.10 9.30 a.m.
20.09.10 9.30 a.m.

70
PLUS Expressways Berhad 2010 Annual Report

08.11.10
4.00 p.m.
(Special Audit Committee Meeting)
23.11.10 2.30 p.m.
23.12.10 2.30 p.m.

Summary of attendance of the members at the respective Audit Committee meetings were as follows:

Name of Audit Committee Member No. of Meetings Attended

Quah Poh Keat 9/9


Tan Sri Datuk K. Ravindran 8/9
Datuk Seri Panglima Mohd Annuar Zaini 9/9
Senior Management including the Managing  ecretaries of the Audit Committee
4.2 S
Director, the Chief Operating Office, the Senior (Committee Secretaries)
General Manager, Finance Division, the Head The Company Secretary or Company
of the Internal Audit Department and the Secretaries (if there are more than 1) of PLUS
representatives from the external auditors had Expressways or his/her/their representative
participated in deliberations on relevant items at shall be the Secretary (ies) of the Audit
the Audit Committee meetings conducted during Committee.
the year under review at the invitation of the Audit
Committee. 4.3 Objectives of the Audit Committee
The objective of the Audit Committee
4. COMPOSITION AND TERMS OF is to assist the Board in discharging its
REFERENCE responsibilities by reviewing the adequacy
and integrity of PLUS Expressways group’s
4.1 Composition of the Audit Committee (“the Group”) internal control systems
The Audit Committee shall be appointed and management of information systems,
by the Board of Directors from amongst including systems for compliance with
its numbers, which fulfils the following applicable laws, regulations, rules, directives
requirements: and guidelines.

a. The Audit Committee must comprise of at The Audit Committee shall reinforce the
least three (3) members; independence of the external auditors,
assure that they will have free rein in
b. All members of the Audit Committee the audit process and provide a line of
must be Non-Executive Directors and a communication between the Board and the
majority of whom must be Independent external auditors.
Directors;
The Audit Committee shall also enhance
c. All members of the Audit Committee the internal audit function by increasing the
must be financially literate and at least objectivity and independence of the internal
one member of the Committee must be a auditors and provide a forum for discussion
member of an accounting association or that is independent of the management. The
body. quality of the audits conducted by the internal
and external auditors of the Company shall be
71
PLUS Expressways Berhad 2010 Annual Report
d. No alternate director shall be appointed reviewed by the Audit Committee.
as a member of the Audit Committee.
In addition, the Audit Committee will ensure
The members of the Audit Committee shall high standards of corporate disclosure
then elect from among themselves an and transparency. The Audit Committee
Independent Director to be the Chairman. will endeavour to adopt certain practices
All members of the Audit Committee, aimed at maintaining appropriate standards
including the Chairman, will hold office only of corporate responsibility, integrity and
so long as they serve as Directors of PLUS accountability to PLUS Expressways’
Expressways. shareholders.
4.4 Duties and Responsibilities of the Audit 4.4.7 Discuss problems and reservations
AUDIT COMMITTEE
REPORT (CONTINUED)

Committee arising from the interim and final audits


The following are the main duties and and any matter the external auditor
responsibilities of the Audit Committee: may wish to discuss in the absence of
the management where necessary.
4.4.1 Oversee the Company’s internal
control structure to assure operational 4.4.8 Review the external auditor’s
effectiveness and efficiency, reduce the management letters and management’s
risk of unreliable financial reporting, response.
protect the Company’s assets from
misappropriation and encourage legal 4.4.9 Review the assistance and co-operation
and regulatory compliance. given by PLUS Expressways and its
group’s officers to the external and
4.4.2 Assist the Board in identifying the internal auditors.
principal risks in ensuring the
Company’s objectives and ensuring the 4.4.10 Review the adequacy of the scope,
implementation of appropriate systems functions and resources of the
to manage these risks. Internal Audit function and that it has
appropriate standing within the Group
4.4.3 Recommend to the Board the to undertake its activities independently
appointment and annual re- and objectively, including but not
appointment of the external auditors limited to the following:
and their audit fee, after taking into
consideration the independence and • Reviewing and approving the
objectivity of the external auditors Annual Internal Audit Plan and
and the cost effectiveness of their ensuring adequate risk and
audit. governance coverage.

4.4.4 Review with the external auditor before • Reviewing the results of the
the audit commences the nature and internal audit process and where
scope of the audit, the audit plan and necessary ensuring appropriate
ensure co-ordination where more than actions are taken on the
one audit firm is involved. recommendations of the internal
auditors.
72
PLUS Expressways Berhad 2010 Annual Report

4.4.5 Review with external auditors, their


audit report. • Reviewing the overall performance
of the Internal Audit functions.
4.4.6 Review the quarterly interim results,
half-year and annual financial • Approving any appointment
statements of the Group prior to or termination of senior staff
approval by the Board whilst ensuring members of the Internal Audit
that they are prepared in a timely function.
and accurate manner complying
with all accounting and regulatory • Taking cognisance of resignation of
requirements and are promptly internal audit staff members and
published. providing the resigning member
an opportunity to submit his/her
reasons for resigning.
4.4.11 Appraise the performance of the Head e. Be able to obtain independent
of Internal Audit and to review the professional or other advice and to invite
appraisals of senior staff members of outsiders with relevant experience and
the internal audit functions. expertise to attend the Audit Committee’s
meeting (if required) and to brief the
4.4.12 Approve any appointment or Audit Committee;
termination of the Head of Internal
Audit and senior staff members of the f. The attendance of any particular Audit
internal audit function and to review Committee meeting by other directors
any resignations of internal audit staff and employees of PLUS Expressways
members and provide resigning staff shall be at Audit Committee’s invitation
members an opportunity to submit and discretion and must be for the
reasons for resigning, where necessary. specific agenda relevant to the relevant
Audit Committee meeting;
4.4.13 Review any related party transactions
and conflict of interest situation that g. Be able to convene meetings with
may arise within the Group, including external auditors without the presence
any transaction, procedure or course of the executive board members
of conduct that raises questions on and management whenever deemed
management integrity. necessary; and

4.4.14 Consider the major findings of internal h. Where the Audit Committee is of the
investigations and management’s view that a matter reported by it to
responses. the Board has not been satisfactorily
resolved resulting in a breach of Main
4.4.15 Consider any other issues as defined by Market Listing Requirements, the Audit
the Board. Committee must promptly report such
matter to Bursa Malaysia Securities
4.5 Powers of the Audit Committee Berhad.
In carrying out its duties and responsibilities,
the Audit Committee shall have the following 4.6 Audit Committee Meetings
authority: a. The Audit Committee shall hold a
minimum of four (4) meetings in a
73
PLUS Expressways Berhad 2010 Annual Report
a. Explicit authority to investigate any matter financial year. The number of Audit
within its terms of reference; Committee meetings held in a financial
year and the details of attendance of each
b. The resources required to perform its individual member in respect of meetings
duties; held shall be disclosed annually.

c. Full and unrestricted access to any b. The Audit Committee meetings shall
information, records, properties and be chaired by the Chairman of the
personnel of the PLUS Expressways and Audit Committee or in the absence
any of other companies within the PLUS of the Chairman, another committee
Expressways’ group; member who is an Independent Director
nominated by the committee members.
d. Direct communication channels with the The quorum for the meeting of the Audit
external auditors and person(s) carrying Committee shall be two (2) members,
out the internal audit functions or activity both of whom must be Independent
(if any); Directors.
c. The Chairman also has the discretion to i. The internal and external auditors have
AUDIT COMMITTEE
REPORT (CONTINUED)

call for additional meetings at any time, the right to appear and be heard at any
as he deems necessary. meeting of the Audit Committee. The
internal auditors are expected to attend
d. The Committee Secretaries or their each Audit Committee meeting.
representatives shall attend each Audit
Committee meeting and record the j. Upon the request of the auditor(s),
proceedings of the meetings. the Audit Committee Chairman shall
also convene a meeting of the Audit
e. Minutes of each meeting shall be kept Committee to consider any matter the
as part of the statutory record of PLUS auditor(s) believes should be brought
Expressways upon adoption by the Audit to the attention of the Board or the
Committee. shareholders.

f. A resolution in writing signed and k. The Audit Committee shall meet with
approved by all the Audit Committee external auditors without the presence of
members who may at the time be present the executive director(s) and management
in Malaysia and who are sufficient to form at least twice a year and whenever
a quorum, shall be valid and effectual deemed necessary.
as if it had been passed at a meeting
of the Audit Committee duly called and
constituted. All such resolution shall 4.7 Audit Committee Report
be forwarded or otherwise delivered to The Board is required to prepare an Audit
the Secretaries of the Audit Committee Committee Report at the end of each financial
without delay and shall be recorded year to be included and published in the
by him/her in the Company’s Minutes annual report of the Company. The said report
Book. Any such resolution may consist shall include the following:
of several documents in like form each
signed by one or more Audit Committee a. The composition of the Audit Committee
members. including the name, designation
(indicating the Chairman) and directorship
g. A meeting of the Audit Committee may of the members (whether the Directors
be held by means of telephone, video are independent or otherwise) and details
conference or telephone conference or of the relevant training attended by each
74 other telecommunication facilities, which
PLUS Expressways Berhad 2010 Annual Report

Director.
permits all persons participating in
the meeting to communicate with each b. The terms of reference of the Audit
other. A person so participating shall Committee.
be deemed to be present in person at
such meeting and shall be counted in a c. The number of Audit Committee meetings
quorum and be entitled to vote. held during the financial year and details
of attendance of each Audit Committee
h. The Managing Director and/or the Chief member.
Executive Officer and/or other appropriate
officer may be invited to attend where d. A summary of the activities carried out by
their presence are considered appropriate the Audit Committee in the discharge of
by the Audit Committee Chairman. its functions and duties for that financial
year of the Company.
e. A summary of the activities of the e. Secures good corporate governance and
Internal Audit function. ensures that members look beyond their
committee functions and accept their
f. The identity of the Head of the Internal full share of responsibilities in reviewing
Audit function who reports directly to the management’s proposals.
Audit Committee.
f. Manages the processes and working
4.8 Chairman of the Audit Committee of the Audit Committee and ensures
The following are the main duties and that the Audit Committee discharges
responsibilities of the Audit Committee its responsibilities in accordance with
Chairman: its Terms of Reference. Appropriate
procedures may be involved in the Audit
a. Helps the Audit Committee fulfils its Committee meeting without the presence
goals by assigning specific tasks to of management.
members of the Audit Committee,
identifies guidelines for the conduct g. Ensures that every Audit Committee
of the members and ensures that resolution is put to vote to ensure that
each member is making a significant the will of the majority prevails.
contribution.
h. Engages on a continuous basis with
b. Looks to the Company Secretary(ies) senior management, such as the
for guidance on what their Chairman, Managing Director, the Head
responsibilities are under the rules and of Internal Audit and the external auditors
regulations to which they are subject to in order to be kept informed of matters
and how those responsibilities should affecting the Company.
be discharged. The compliance advice
should extend to embrace all laws 4.9 Audit Committee Members
and regulations and not merely the Each Audit Committee member is expected to:
routine filing requirements and other
administrative requirements of the a. Provide independent opinions to the
Companies Act. fact-finding, analysis and decision making
process of the Audit Committee, based on
c. Provides a reasonable time for discussion his/her experience and knowledge.
75
PLUS Expressways Berhad 2010 Annual Report
at the meeting. Organises and presents
the agenda for regular or special b. Consider viewpoints from the other
committee meetings based on input from committee members; make decisions and
members and ensures that all relevant recommendation for the best interests of
issues are on the agenda. In addition, the the Board collectively.
Chairman should encourage debate on
the issues before the committee. c. Keep abreast of the latest corporate
governance guidelines and best
d. Provides leadership to the Audit practices in relation to the functions of
Committee and ensure proper flow of the Audit Committee and the Board as a
information to the Audit Committee, whole.
reviewing the adequacy and timing of
documentation.
5. INTERNAL AUDIT FUNCTIONS 7. ACTIVITIES
AUDIT COMMITTEE
REPORT (CONTINUED)

The Internal Audit Department (“IAD”) of In line with the terms of reference of the Audit
the Group supports the Audit Committee in Committee, the followings were amongst the
discharging its duties and responsibilities, activities carried out by the Audit Committee
giving assurance that adequate, efficient and during the financial year ended 31 December 2010,
effective internal controls system are in place. in discharging its functions:
The principal role of IAD is to undertake an
independent, regular and systematic review 1. Reviewed with the external auditors the
of the system of internal controls so as to results of the annual financial audit, the
provide reasonable assurance that such a audited financial statements and the
system continues to operate satisfactorily and management letters.
effectively.
2. Reviewed the quarterly unaudited financial
It is the responsibility of the IAD to provide the result and related announcements and
Audit Committee with independent and objective recommended these to the Board for
reports on the state of the internal controls consideration and approval. The review
of the various operating divisions within the is to ensure compliance with the
Group, and the extent of compliance of the requirements of the Bursa Malaysia
divisions with the Group’s established policies Securities Berhad’s, applicable accounting
and procedures as well as relevant statutory standards and other relevant legal and
requirements. The IAD is currently headed by regulatory requirements.
Mohd Halmi Mohd Hassan.
3. Reviewed the scope of work and the audit
Further details of the activities of the IAD are set plans of the external and internal auditors.
out in Statement on Internal Control on pages 64
to 68. 4. Reviewed the internal audit reports presented
by Internal Audit Department and discussed
the corrective actions taken by management
6. EXTERNAL AUDITORS
to improve the system of internal control and
The Audit Committee continues to monitor the any outstanding matters.
performance of the external auditors to ensure
that the external auditors are independent, 5. Reviewed the progress of PLUS Expressways’
objective and effective in carrying out their duties. 2010 risk register and recommended for the
Board of Directors be updated of the same.
76
PLUS Expressways Berhad 2010 Annual Report

6. Reviewed the related party transactions and


recommended to the Board for consideration
and approval.
7. Met twice with the external auditors during 12. Deliberated on the offer made from Jelas
the year, without the presence of the Ulung Sdn Bhd to acquire all of the business
management. and undertaking, including all assets and
liabilities of PLUS Expressways Berhad for a
8. Recommends for the Board’s consideration total purchase consideration of RM26 billion
the re-appointment of external auditors and and set requirements to any potential offerors
the audit fee. and extension of the offer timeline.

9. Deliberated on the proposed acquisition of 13. Reviewed the circular to shareholders


20% equity interest in Touch ‘n Go Sdn Bhd by in relation to the Proposed Disposal of
PLUS Expressways (“Proposed Acquisition”) the entire business and undertaking,
and recommended to the Board to approve the including all assets and liabilities of PLUS
Proposed Acquisition. Expressways to the Joint Offerors for a total
consideration of RM23 billion (“Proposed
10. Deliberated on the proposed acquisition Disposal”) and Proposed Distribution of the
of 100% equity interest in Teras Teknologi cash proceeds arising from the Proposed
Sdn Bhd by PLUS Expressways and Disposal to all entitled shareholders of
recommended to the Board to approve the PLUS Expressways via a selective capital
said proposal. repayment and special dividend (“Proposed
Distribution”).
11. Deliberated on the offer made by UEM Group
Berhad and Employees Provident Fund Board The Audit Committee meetings were appropriately
(“EPF”) (“Joint Offerors”) to acquire all of the structured through the use of agendas of meeting
business and undertaking, including all assets and Audit Committee Papers, which were
and liabilities, of PLUS Expressways Berhad distributed to Audit Committee members with
(“Offer”) for a consideration of RM23 billion sufficient notification.
and recommended to the Board of Directors
of PLUS Expressways to accept the said Offer
(subject to all conditions being fulfilled by the
offerors).

77
PLUS Expressways Berhad 2010 Annual Report
FINANCIAL
STATEMENTS
Directors’ Report 79
Statement by Directors 86
Statutory Declaration 87
Independent Auditors’ Report 88
Income Statements 90
Statements of Comprehensive Income 91
Statements of Financial Position 92
Statements of Changes in Equity 94
Statements of Cash Flows 96
Notes to the Financial Statements 98

78
PLUS Expressways Berhad 2010 Annual Report
The Directors present their annual report together with the audited financial statements of the Group and

DIRECTORS’
REPORT
of the Company for the year ended 31 December 2010.

PRINCIPAL ACTIVITIES

The principal activities of the PLUS Expressways Berhad (“the Company” or “PEB”) are investment holding
and provision of expressway operation services. The principal activities of the subsidiaries and associates
are investment holding, highway concessionaires and related services.

The Malaysian subsidiaries and associate of the Company are as follows:

(i) Projek Lebuhraya Utara-Selatan Berhad (“PLUS”); PLUS is involved in the construction, operation,
maintenance and toll collection of 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”).

(ii) Expressway Lingkaran Tengah Sdn Bhd (“ELITE”); ELITE is involved in the construction, operation,
maintenance and toll collection of the North-South Expressway Central Link (“NSECL”) and an
extension of the KLIA Expressway (“KLIA Expressway”).

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

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

(v) PLUS Helicopter Services Sdn Bhd (“PHS”); PHS is a dedicated aviation company that provides
helicopter charter services, including aerial surveillance of expressways.

(vi) Touch ‘n Go Sdn Bhd (“TnG”); TnG is a company primarily involved in providing contactless means of
fare payment services via a pre-paid e-payment card known as Touch ‘n Go. PEB acquired 20% equity
79
PLUS Expressways Berhad 2010 Annual Report
interest in TnG on 11 June 2010.

(vii) Teras Teknologi Sdn Bhd (“TERAS”) and its subsidiaries; TERAS, which was acquired on 15 June 2010,
is a company principally involved in investment holding and the provision of information technology,
outsourcing, e-commerce services and internet related services.
PEB’s international subsidiaries and associate are as follows:
DIRECTORS’
REPORT (CONTINUED)

(i) The principal activities of all of the Company’s subsidiaries in Mauritius are investment holding and
details are as follows:

a) PLUS Kalyan (Mauritius) Private Limited (“PLUS Kalyan”).

b) PLUS Plaza (Mauritius) Private Limited (“PLUS Plaza”).

c) PLUS Jetpur (Mauritius) Private Limited (“PLUS Jetpur”).

(ii) PEB’s foreign investments in India are:

a) PLUS BKSP Toll Limited (“PLUS BKSP”), a 94%-owned subsidiary of the Company, held directly
and indirectly through PLUS Kalyan. PLUS BKSP is principally involved in the construction,
operation, maintenance and toll collection of the 22-kilometre Bhiwandi-Kalyan-Shil Phata
Highway (“BKSP Highway”) in the State of Maharashtra, India.

b) Indu Navayuga Infra Project Private Limited (“INIPPL”), a 49%-owned company held indirectly
through PLUS Plaza. INIPPL is principally involved in the construction, operation, maintenance
and toll collection of the Padalur to Trichy section from Km 285 to Km 325 of NH-45 in the State
of Tamil Nadu, India.

c) Jetpur-Somnath Highway Limited (“JSHL”), a 26%-owned company held indirectly through PLUS
Jetpur. JSHL is principally involved in the design, engineering, procurement, construction,
maintenance, operations and toll collection of Km 0 to Km 127.6 on Jetpur-Somnath section of
NH-8D in the State of Gujarat, India.

(iii) PEB’s foreign investments in Indonesia are:

a) PT Lintas Marga Sedaya (“LMS”), a 55%-owned subsidiary of PEB which undertakes the
design, construction, operation, maintenance and toll collection of the 116-kilometre Cikampek-
Palimanan Highway in Indonesia.

80 b) PT Cimanggis-Cibitung Tollways (“CCTW”), a 60%-owned subsidiary of PEB which is involved


PLUS Expressways Berhad 2010 Annual Report

in the construction, operation and maintenance of the proposed 25.4km Package 4-Cimanggis-
Cibitung Toll Road in Indonesia.

There have been no significant changes in the nature of the principal activities during the financial year
except for the principal activity of TERAS as mentioned in Note 19 to the financial statements. Further
details of the subsidiaries and associates are in Notes 19 and 20 respectively.
FINANCIAL RESULTS

Group Company
RM’000 RM’000
Profit before tax 1,776,965 388,046
Income tax expense (476,181) 8,700
Profit for the year 1,300,784 396,746

Attributable to:
Owners of the parent 1,306,170 396,746
Minority interests (5,386) –
1,300,784 396,746

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

In the opinion of the Directors, the results of the operations of the Group and of the Company during the
financial year have not been substantially affected by any item, transaction or event of a material and
unusual nature, other than as disclosed in the notes to the financial statements.

DIVIDENDS

The amount of dividends paid by the Company since 31 December 2009 were as follows:

2010
RM’000
Final single tier dividend for the year ended 31 December 2009 of 10.0 sen per ordinary
share declared on 29 April 2010 and paid on 18 May 2010 500,000
81
PLUS Expressways Berhad 2010 Annual Report
Interim single tier dividend for the year ended 31 December 2010 of 7.5 sen per ordinary
share declared on 19 August 2010 and paid on 24 September 2010 375,000
875,000

No further dividend will be proposed for shareholders’ approval in respect of the financial year ended
31 December 2010.
DIRECTORS
DIRECTORS’
REPORT (CONTINUED)

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’ Mohd Izzaddin bin Idris
Dato’ Noorizah binti Hj Abd Hamid
Hassan bin Ja’afar
Datuk Mohamed Azman bin Yahya
Tan Sri Datuk K. Ravindran s/o C. Kutty Krishnan
Quah Poh Keat
Datuk Seri Panglima Mohd Annuar bin Zaini
Dato’ Seri Ismail bin Shahudin

In accordance with Article 76 of the Company’s Articles of Association, Mr Quah Poh Keat, Tan Sri Datuk
K. Ravindran s/o C. Kutty Krishnan and Datuk Seri Panglima Mohd Annuar bin Zaini shall retire at the
forthcoming Annual General Meeting and being eligible, offer themselves for re-election.

In accordance with Section 129(2) of the Companies Act, 1965, Tan Sri Dato’ Mohd Sheriff bin Mohd
Kassim having already attained the age of 70, shall vacate the office of Director of the Company. However,
pursuant to Section 129(6), he may be re-appointed by resolution 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 resolution to re-appoint him as Director 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.

82
PLUS Expressways Berhad 2010 Annual Report

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’ INTERESTS

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
1.1.2010 Bought Sold 31.12.2010
Direct Interest
Tan Sri Dato’ Mohd Sheriff bin Mohd Kassim 55,000 – – 55,000
Dato’ Noorizah binti Hj Abd Hamid 20,000 – – 20,000
Hassan bin Ja’afar 40,000 – – 40,000
Datuk Mohamed Azman bin Yahya 40,000 – – 40,000
Tan Sri Datuk K. Ravindran 40,000 – – 40,000
Datuk Seri Panglima Mohd Annuar bin Zaini 15,000 – – 15,000

UEM Land Holdings Berhad


Number of Ordinary Shares of RM0.50 each
As at During the year As at
1.1.2010 Bought Sold 31.12.2010
Direct Interest
Tan Sri Dato' Mohd Sheriff bin Mohd Kassim 114,000 – 79,000 35,000
Dato' Seri Ismail bin Shahudin 4,688 2,344 – 7,032

83
PLUS Expressways Berhad 2010 Annual Report
Pharmaniaga Berhad
Number of Ordinary Shares of RM1.00 each
As at During the year As at
1.1.2010 Bought Sold 31.12.2010
Direct Interest
Dato' Noorizah binti Hj Abd Hamid 100 – – 100

None of the other Directors who held office at the end of the financial year had an interest directly or
indirectly in shares of the Company and its related corporations during the financial year.
HOLDING COMPANY
DIRECTORS’
REPORT (CONTINUED)

The Directors regard UEM Group Berhad (“UEM”), a company incorporated in Malaysia which owns 38.51%
of the Company’s equity as at 31 December 2010, 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 adequate allowance had been made for doubtful debts; and

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

(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 the amount of allowance for doubtful debts in the Group and
of the Company inadequate to any substantial extent; 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.
84
PLUS Expressways Berhad 2010 Annual Report

(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.
OTHER STATUTORY INFORMATION (CONTINUED)

(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 AND EVENT OCCURRING AFTER REPORTING DATE

Significant events and event occurring after reporting date are disclosed in Note 47 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,

85
PLUS Expressways Berhad 2010 Annual Report
TAN SRI DATO’ MOHD SHERIFF BIN MOHD KASSIM DATO’ NOORIZAH BINTI HJ ABD HAMID

Selangor, Malaysia
25 February 2011
We, TAN SRI DATO’ MOHD SHERIFF BIN MOHD KASSIM and DATO’ NOORIZAH BINTI HJ ABD HAMID, being
PURSUANT TO SECTION 169(15) OF THE COMPANIES ACT, 1965
STATEMENT BY DIRECTORS

two of the Directors of PLUS EXPRESSWAYS BERHAD, do hereby state that in the opinion of the Directors,
the accompanying financial statements set out on pages 90 to 214 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
2010 and of their financial performance and the cash flows of the Group and of the Company for the year
then ended.

The information set out in Note 50 of the financial statements have been presented in accordance with the
directive issued by Bursa Malaysia Securities Berhad dated 25 March 2010 and prepared in accordance
with Guidance on Special Matter No. 1, Determination of Realised and Unrealised Profits or Losses in the
Context of Disclosure Pursuant to Bursa Malaysia Securities Berhad Listing Requirements, as issued by
the Malaysian Institute of Accountants.

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

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

Selangor, Malaysia
25 February 2011

86
PLUS Expressways Berhad 2010 Annual Report
I, HOW SEET MENG, being the Officer primarily responsible for the financial management of PLUS

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


STATUTORY DECLARATION
EXPRESSWAYS BERHAD, do solemnly and sincerely declare that the financial statements set out on pages
90 to 215 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


HOW SEET MENG in Selangor, Malaysia
on 25 February 2011

Before me, HOW SEET MENG

M.KHANDIMADDI
Commissioner for Oaths
(No. B106)

87
PLUS Expressways Berhad 2010 Annual Report
Report on the financial statements
to the memberS of plus expressways berhad
Independent auditors’ report

We have audited the financial statements of PLUS EXPRESSWAYS BERHAD, which comprise the statements
of financial position as at 31 December 2010 of the Group and of the Company, and the income statements,
statements of comprehensive income, statements of changes in equity and statements of cash flows 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 90 to 214.

Directors' responsibility for the financial statements

Directors are responsible for the preparation and fair presentation of these financial statements in
accordance with applicable 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 judgement, including the assessment of
risks of material misstatement of the financial statements, whether due to fraud or error. In making those
risk assessments, we consider internal control relevant to the 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
88 of accounting estimates made by the directors, as well as evaluating the overall presentation of the
PLUS Expressways Berhad 2010 Annual Report

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 applicable
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 2010 and of their financial
performance and cash flows of the Group and of the Company for the year then ended.
Report on other legal and regulatory requirements

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

(a) In our opinion, the accounting and other records and the registers required by the Act to be kept by the
Company and its subsidiaries have been properly kept in accordance with the provisions of the Act.

(b) We 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 subsidiaries that have been consolidated with the financial
statements of the Company are in form and content appropriate and proper for the purposes of the
preparation of the consolidated financial statements and we have received satisfactory information
and explanations required by us for those purposes.

(d) The auditors’ reports on the accounts of the subsidiaries were not subject to any qualification to the
consolidated financial statements and did not include any comment required to be made under Section
174(3) of the Act.

Other matters

The supplementary information set out in Note 50 on page 215 is disclosed to meet the requirement of
Bursa Malaysia Securities Berhad. The Directors are responsible for the preparation of the supplementary
information in accordance with Guidance on Special Matter No. 1, Determination of Realised and Unrealised
Profits or Losses in the Context of Disclosure Pursuant to Bursa Malaysia Securities Berhad Listing
Requirements, as issued by the Malaysian Institute of Accountants (“MIA Guidance”) and the directive
of Bursa Malaysia Securities Berhad. In our opinion, the supplementary information is prepared, in all
material respects, in accordance with the MIA Guidance and the directive of Bursa Malaysia Securities
Berhad.

This report is made solely to the members of the Company, as a body, in accordance with Section 174 of
89
PLUS Expressways Berhad 2010 Annual Report
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. 2607/12/12 (J)
Chartered Accountants Chartered Accountant

Kuala Lumpur, Malaysia


25 February 2011
FOR THE YEAR ENDED 31 DECEMBER 2010
INCOME STATEMENTS

Group Company
Note 2010 2009 2010 2009
RM’000 RM’000 RM’000 RM’000
Continuing operations
Revenue 5 3,351,481 3,179,022 594,106 930,607
Direct cost of operations (990,905) (914,935) (101,135) (91,148)

Gross profit 2,360,576 2,264,087 492,971 839,459


Other income 6 244,058 134,733 9,971 6,619
General and administration expenses (74,729) (73,196) (18,970) (17,807)
Other expenses (4,102) (1,864) (3,884) (1,697)
Finance costs 7 (751,297) (700,188) (92,042) (81,237)
Share of results from associate 2,459 – – –

Profit before tax 8 1,776,965 1,623,572 388,046 745,337


Income tax expense 12 (476,181) (438,460) 8,700 (2,568)

Profit for the year 1,300,784 1,185,112 396,746 742,769

Attributable to:
Owners of the parent 1,306,170 1,186,378 396,746 742,769
Minority interests (5,386) (1,266) – –

1,300,784 1,185,112 396,746 742,769

Earnings per share attributable to


owners of the parent (sen) 13 26.12 23.73 7.93 14.86

Interim single tier dividend per


90
PLUS Expressways Berhad 2010 Annual Report

ordinary share in respect of the


year (sen) 14 7.50 6.50

Final single tier dividend per


ordinary share in respect of the
year (sen) 14 – 10.00

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


FOR THE YEAR ENDED 31 DECEMBER 2010
STATEMENTS OF COMPREHENSIVE INCOME
Group Company
2010 2009 2010 2009
RM’000 RM’000 RM’000 RM’000
Profit for the year 1,300,784 1,185,112 396,746 742,769
Foreign currency translation (18,305) 15,570 – –
Other comprehensive income for the
year, net of tax (18,305) 15,570 – –

Total comprehensive income for the


year 1,282,479 1,200,682 396,746 742,769

Attributable to:
Owners of the parent 1,291,003 1,199,026 396,746 742,769
Minority interests (8,524) 1,656 – –

1,282,479 1,200,682 396,746 742,769

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PLUS Expressways Berhad 2010 Annual Report

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


AS AT 31 DECEMBER 2010
STATEMENTS OF FINANCIAL POSITION

Group Company
Note 2010 2009 1.1.2009 2010 2009 1.1.2009
RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
Restated Restated Restated Restated
ASSETS
Non-current assets
Concession assets 15 12,612,505 12,417,516 12,380,531 – – –
Property, plant and equipment 16 81,631 76,134 75,124 114,577 112,915 112,317
Intangible assets 18 4,212 3,729 3,667 2,962 2,668 1,632
Investments in subsidiaries 19 – – – 2,204,822 2,300,001 2,284,361
Investments in associates 20 35,884 – – 33,407 – –
Investment securities 22 145,489 159,192 165,925 – – –
Deferred tax assets 23 3,023 8,316 7,154 1,186 7,890 4,898
Toll compensation recoverable
from the Government 24 2,460,346 2,486,189 1,909,498 – – –
Amount owing by subsidiary 26 – – – 43,716 65,378 85,378
Long term deposits 28 20,946 501 483 20,480 – –
15,364,036 15,151,577 14,542,382 2,421,150 2,488,852 2,488,586
Current assets
Toll compensation recoverable
from the Government 24 181,872 117,879 104,269 – – –
Inventories 332 118 27 332 118 27
Trade receivables 25 10,324 – – – – –
Amount due from customers
on contracts 17 17,629 – – – – –
Sundry receivables, deposits and
prepayments 25 56,377 77,688 63,391 5,834 5,899 6,006
Amount owing by immediate
holding company 26 500 – – – – –
Amount owing by subsidiaries 26 – – – 73,793 573,269 535,823
92
PLUS Expressways Berhad 2010 Annual Report

Amount owing by related


companies 26 45,969 1,937 7,568 124 131 74
Tax recoverable 11,023 4,812 5,575 9,171 4,812 5,554
Short term investments 27 49,933 129,936 63,389 9,996 24,968 –
Short term deposits with
licensed banks 28 3,440,123 2,851,406 2,209,124 281,028 163,029 6,190
Cash and bank balances 28 38,412 32,124 25,306 15,000 325 253
3,852,494 3,215,900 2,478,649 395,278 772,551 553,927
Assets of disposal group classified
as held for sale 21 31,625 – – 17,760 – –
TOTAL ASSETS 19,248,155 18,367,477 17,021,031 2,834,188 3,261,403 3,042,513

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


Group Company
Note 2010 2009 1.1.2009 2010 2009 1.1.2009
RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
Restated Restated Restated Restated
EQUITY AND LIABILITIES
Equity attributable to owners
of the parent
Share capital 29 1,250,000 1,250,000 1,250,000 1,250,000 1,250,000 1,250,000
Other reserves 30 741,275 752,308 739,660 – – –
Retained earnings 31 4,199,527 4,074,326 3,687,948 41,418 519,672 576,903
Reserve of disposal group
classified as held for sale 21 (477) – – – – –
6,190,325 6,076,634 5,677,608 1,291,418 1,769,672 1,826,903
Minority interests 56,208 21,000 19,344 – – –
Total equity 6,246,533 6,097,634 5,696,952 1,291,418 1,769,672 1,826,903

Non-current liabilities
Long term financial liabilities 34 8,629,565 8,763,035 7,965,604 1,429,054 1,377,021 776,174
Long term borrowings 35(A) 1,824,805 1,654,284 1,551,694 – – –
Amount due to Government 35(C) 38,096 38,096 38,096 – – –
Amount owing to immediate
holding company 26 3,422 6,885 6,885 – – –
Amount owing to subsidiary 26 – – – 64,535 84,850 86,850
Retirement benefits 38 17,545 15,698 14,071 – – –
Deferred liabilities 39(a) 75,288 76,001 73,224 – – –
Deferred revenue 39(b) 40,740 43,789 46,622 – – –
Deferred tax liabilities 23 957,621 806,779 388,239 – – –
11,587,082 11,404,567 10,084,435 1,493,589 1,461,871 863,024
Current liabilities
Trade payables 32 60,709 35,454 27,331 – – –
Amount due to customers
on contracts 17 1,074 – – – – –
Sundry payables and accruals 40 145,291 127,160 135,739 47,775 28,238 22,955
Amount received from the
Government for Additional Works 41 19,407 19,216 20,445 – – –
Deferred liabilities 39(a) 7,788 6,920 6,473 – – –
Deferred revenue 39(b) 5,482 3,194 1,187 – – –
93
PLUS Expressways Berhad 2010 Annual Report
Short term financial liabilities 34 938,959 557,917 623,132 – – –
Short term borrowings 35(B) 140,945 23,947 332,801 – – 325,806
Amount owing to immediate
holding company 26 4,492 4,255 1,338 777 796 265
Amount owing to subsidiaries 26 – – – 15 – 3,203
Amount owing to related
companies 26 88,700 86,406 91,073 614 826 357
Tax payable 33 1,626 807 125 – – –
1,414,473 865,276 1,239,644 49,181 29,860 352,586
Liabilities directly associated with
disposal group classified as held
for sale 21 67 – – – – –
Total liabilities 13,001,622 12,269,843 11,324,079 1,542,770 1,491,731 1,215,610
TOTAL EQUITY AND LIABILITIES 19,248,155 18,367,477 17,021,031 2,834,188 3,261,403 3,042,513

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


FOR THE YEAR ENDED 31 DECEMBER 2010
STATEMENTS OF CHANGES IN EQUITY

Attributable to Owners of the Parent


Non-Distributable Distributable
Reserves
Reserve of
disposal
group
Share Other classified as Retained Minority
Note Capital Reserves held for sale Earnings Total Interests Total
RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
(Note 29) (Note 30) (Note 21) (Note 31)
GROUP
At 1 January 2010
(as previously stated) 1,250,000 752,308 – 4,074,326 6,076,634 21,000 6,097,634
Effects of adopting FRS 139 – 3,657 – (305,969) (302,312) – (302,312)
Balance as at 1 January 2010
(restated) 1,250,000 755,965 – 3,768,357 5,774,322 21,000 5,795,322
Total comprehensive income
for the year – (15,167) – 1,306,170 1,291,003 (8,524) 1,282,479
Acquisition of subsidiary 19(b) – – – – – 43,047 43,047

Issuance of additional shares


to minority interests – – – – – 685 685

Reserve attributable to
disposal group classified as
held for sale – 477 (477) – – – –
Dividends 14 – – – (875,000) (875,000) – (875,000)
At 31 December 2010 1,250,000 741,275 (477) 4,199,527 6,190,325 56,208 6,246,533

At 1 January 2009 1,250,000 739,660 – 3,687,948 5,677,608 19,344 5,696,952

Total comprehensive income


for the year – 12,648 – 1,186,378 1,199,026 1,656 1,200,682
94
PLUS Expressways Berhad 2010 Annual Report

Dividends 14 – – – (800,000) (800,000) – (800,000)


At 31 December 2009 1,250,000 752,308 – 4,074,326 6,076,634 21,000 6,097,634

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


Attributable to Owners of the Parent
Distributable
Share Retained
Note Capital Earnings Total
RM’000 RM’000 RM’000
(Note 29) (Note 31)
COMPANY
At 1 January 2010 1,250,000 519,672 1,769,672
Total comprehensive income for the year – 396,746 396,746
Dividends 14 – (875,000) (875,000)
At 31 December 2010 1,250,000 41,418 1,291,418

At 1 January 2009 1,250,000 576,903 1,826,903


Total comprehensive income for the year – 742,769 742,769
Dividends 14 – (800,000) (800,000)
At 31 December 2009 1,250,000 519,672 1,769,672

95
PLUS Expressways Berhad 2010 Annual Report

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


FOR THE YEAR ENDED 31 DECEMBER 2010
STATEMENTS OF CASH FLOWS

Group Company
Note 2010 2009 2010 2009
RM’000 RM’000 RM’000 RM’000
Cash Flows from Operating Activities
Toll collections 2,735,035 2,577,608 – –
Expressway operation services fees – – 117,787 97,558
Receipts from expressway ancillary
facilities 18,922 22,702 – –
Other income 70,806 36,348 1,476 988
Future maintenance expenditure
received 1,936 11,887 – –
Payments to contractors for routine
maintenance (213,213) (225,167) – –
Other operating expenses (372,280) (340,848) (107,363) (92,525)
Taxes paid (10,193) (7,275) (4,428) (4,817)
Taxes refunded 15,386 – 15,386 –
Net cash generated from operating
activities 2,246,399 2,075,255 22,858 1,204

Cash Flows from Investing Activities


Profit element and interest income
received 91,446 73,341 4,806 4,684
Proceeds from disposal of property,
plant and equipment 115 576 36 80
Dividends received – – 985,000 800,000
Proceeds from maturity of short term
investments 291,000 171,000 60,000 14,000
Proceeds from ELITE's capital
reduction – – 200,000 –
Interest earned on amount received
from the Government for Additional
Works 41 463 435 – –
Acquisitions of subsidiaries, net of
cash and cash equivalents acquired 19(b) (82,373) – (44,000) –
96
PLUS Expressways Berhad 2010 Annual Report

Investment in subsidiaries – – (76,099) (15,635)


Investment in associates (33,425) – (33,407) –
Long term deposits (22,047) – (22,047) –
Purchase of property, plant and
equipment (12,984) (6,992) (5,814) (3,565)
Payment for leasehold land – – (2,000) (2,000)
Purchase of computer softwares (1,320) (1,761) (740) (1,453)
Purchase of investments (215,954) (228,021) (44,895) (38,855)
Additional Works (4,639) (70,490) – –
Concession assets (421,860) (385,873) – –
Net cash (used in)/generated from
investing activities (411,578) (447,785) 1,020,840 757,256

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


Group Company
Note 2010 2009 2010 2009
RM’000 RM’000 RM’000 RM’000
Cash Flows from Financing Activities

Proceeds from issuance of Islamic


Sukuk 443,060 1,739,565 – 555,413
Drawdown of borrowings 135,585 26,934 – –
Proceeds from minority shareholders
in respect of additional capital
injection during the year 428 – – –
Advance received for additional shares
issued to minority interests 5,680 – – –
Redemption of Senior Sukuk/BAIDS (558,000) (1,265,000) – –
Settlement of borrowings (117,817) (326,268) – (325,249)
Dividends paid (875,000) (800,000) (875,000) (800,000)
Interest paid – (3,218) – (3,218)
Profit elements on Senior Sukuk,
BAIDS and PLUS SPV Sukuk (269,077) (355,983) (36,024) (28,495)
Net cash used in financing activities (1,235,141) (983,970) (911,024) (601,549)

Net increase in cash and cash


equivalents 599,680 643,500 132,674 156,911
Effects of foreign exchange rate
changes (174) 5,600 – –
Cash and cash equivalents at the
beginning of the year 2,883,530 2,234,430 163,354 6,443
Cash and cash equivalents at the
end of the year 3,483,036 2,883,530 296,028 163,354

Represented by:
97
PLUS Expressways Berhad 2010 Annual Report
Short term deposits with licensed
banks 28 3,440,123 2,851,406 281,028 163,029
Cash and bank balances 28 38,412 32,124 15,000 325
Cash and cash equivalents included in
assets of disposal group classified
as held for sale 21 4,501 – – –
3,483,036 2,883,530 296,028 163,354

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


1 CORPORATE INFORMATION
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2010

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 registered office and the principal place of business of the Company is located at Menara Korporat
Persada PLUS, Persimpangan Bertingkat Subang, KM 15, Lebuhraya Baru Lembah Klang, 47301
Petaling Jaya, Selangor Darul Ehsan.

The Directors regard UEM Group Berhad (“UEM”), which is incorporated in Malaysia and owns 38.51%
of the Company’s equity as at 31 December 2010, 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 operation
services. The principal activities of the subsidiaries and associates are investment holding, highway
concessionaires and related services.

The Malaysian subsidiaries and associate of the Company are as follows:

(i) Projek Lebuhraya Utara-Selatan Berhad (“PLUS”); PLUS is involved in the construction, operation,
maintenance and toll collection of 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”).

(ii) Expressway Lingkaran Tengah Sdn Bhd (“ELITE”); ELITE is involved in the construction, operation,
maintenance and toll collection of the North-South Expressway Central Link (“NSECL”) and an
extension of the KLIA Expressway (“KLIA Expressway”).

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

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

98 (v) PLUS Helicopter Services Sdn Bhd (“PHS”); PHS is a dedicated aviation company that provides
PLUS Expressways Berhad 2010 Annual Report

helicopter charter services, including aerial surveillance of expressways.

(vi) Touch ‘n Go Sdn Bhd (“TnG”); TnG is a company primarily involved in providing contactless means
of fare payment services via a pre-paid e-payment card known as Touch ‘n Go. PEB acquired 20%
equity interest in TnG on 11 June 2010.

(vii) Teras Teknologi Sdn Bhd (“TERAS”) and its subsidiaries; TERAS, which was acquired on 15 June
2010, is a company principally involved in investment holding and the provision of information
technology, outsourcing, e-commerce services and internet related services.
1 CORPORATE INFORMATION (CONTINUED)

PEB’s international subsidiaries and associate are as follows:

(i) The principal activities of all of the Company’s subsidiaries in Mauritius are investment holding
and details are as follows:

(a) PLUS Kalyan (Mauritius) Private Limited (“PLUS Kalyan”).

(b) PLUS Plaza (Mauritius) Private Limited (“PLUS Plaza”).

(c) PLUS Jetpur (Mauritius) Private Limited (“PLUS Jetpur”).

(ii) PEB’s foreign investments in India are:

(a) PLUS BKSP Toll Limited (“PLUS BKSP”), a 94%-owned subsidiary of the Company, held
directly and indirectly through PLUS Kalyan. PLUS BKSP is principally involved in the
construction, operation, maintenance and toll collection of the 22-kilometre Bhiwandi-
Kalyan-Shil Phata Highway (“BKSP Highway”) in the State of Maharashtra, India.

(b) Indu Navayuga Infra Project Private Limited (“INIPPL”), a 49%-owned company held indirectly
through PLUS Plaza. INIPPL is principally involved in the construction, operation, maintenance
and toll collection of the Padalur to Trichy section from Km 285 to Km 325 of NH-45 in the
State of Tamil Nadu, India.

(c) Jetpur-Somnath Highway Limited (“JSHL”), a 26%-owned company held indirectly through
PLUS Jetpur. JSHL is principally involved in the design, engineering, procurement,
construction, maintenance, operations and toll collection of Km 0 to Km 127.6 on Jetpur-
Somnath section of NH-8D in the State of Gujarat, India.

(iii) PEB’s foreign investments in Indonesia are:

(a) PT Lintas Marga Sedaya (“LMS”), a 55%-owned subsidiary of PEB which undertakes the
99
PLUS Expressways Berhad 2010 Annual Report
design, construction, operation, maintenance and toll collection of the 116-kilometre
Cikampek-Palimanan Highway in Indonesia.

(b) PT Cimanggis-Cibitung Tollways (“CCTW”), a 60%-owned subsidiary of PEB which is involved in


the construction, operation and maintenance of the proposed 25.4km Package 4-Cimanggis-
Cibitung Toll Road in Indonesia.

There have been no significant changes in the nature of the principal activities during the financial
year except for the principal activity of TERAS as mentioned in Note 19 to the financial statements.
Further details of the subsidiaries and associates are in Notes 19 and 20 respectively.
2 AWARD OF CONCESSIONS
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2010 (CONTINUED)

(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
July 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.
Based on the terms of the Concession Agreement, the Government has agreed to compensate in
full for the differential in toll rates.

Toll rates for other classes of vehicles are determined based on pre-set factors by reference to
100 rates applicable to Class 1 vehicles.
PLUS Expressways Berhad 2010 Annual Report

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 administer the cash pertaining to Additional Works as set
out in Note 41.
2 AWARD OF CONCESSIONS (CONTINUED)

(a) PLUS (CONTINUED)

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’.

(b) ELITE

The Government and UEM entered into a Concession Agreement dated 26 April 1994 in connection
with the construction, operation, maintenance and toll collection of the NSECL for a concession
period of 24 years, ending 31 May 2018.

Subsequently, UEM and ELITE entered into a Novation Agreement with the Government on
27 January 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, to
build 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, upon which the Company was compensated through
amongst others, a further extension of the concession period to 31 May 2030.
101
PLUS Expressways Berhad 2010 Annual Report
(c) LINKEDUA

The Government and UEM entered into a Concession Agreement dated 27 July 1993 in connection
with the design, construction, management, operations, maintenance and toll collection of the
MSSC for a concession period of 30 years, ending 26 July 2023.

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.
2 AWARD OF CONCESSIONS (CONTINUED)
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2010 (CONTINUED)

(c) LINKEDUA (CONTINUED)

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, maintenance and toll collection 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.

(e) PLUS BKSP

On 25 August 2006, the Company and Concept Management Consulting Private Limited through an
unincorporated consortium (“PEB-CMCL Consortium”), PLUS BKSP and the Maharashtra State
Road Development Corporation Limited (“MSRDC”) entered into a Concession Agreement to
undertake 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 (“BKSP Project”). Concurently, PEB-CMCL Consortium and PLUS BKSP entered
102 into an Intra Group Agreement which provides for the transfer of all rights, benefits and obligations
PLUS Expressways Berhad 2010 Annual Report

of PEB-CMCL Consortium to PLUS BKSP which in turn agreed to execute and complete the BKSP
Project in compliance with the terms and conditions of the Concession Agreement. The initial
concession period is for 6 years, 8 months and 4 days from the date of the execution of the
Concession Agreement.

PLUS BKSP has received an approval from MSRDC for a further extension to the construction
until 29 December 2009 of which an additional extension of 249 days were granted on 30 October
2009 thus making the total extension received of 674 days for the project. The determination of
the Revised Concession Period shall be finalised once all claims resulted from variations works,
additional works, reimbursable costs and other cost claims related to the project are approved by
MSRDC. 

PLUS BKSP commenced operations and started tolling on 22 August 2009.


2 AWARD OF CONCESSIONS (CONTINUED)

(f) LMS

On 21 July 2006, LMS and the Government of the Republic of Indonesia have 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.

(g) CCTW

On 18 September 2007, the Company has 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
(“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.

(h) INIPPL

INIPPL and National Highways Authority of India (“NHAI”) entered into a Concession Agreement
dated 30 May 2006 for INIPPL to undertake the design, engineering, construction, finance,
operation, maintenance and toll collection of the four laning and strengthening of Padalur to
Trichy section from Km 285 to Km 325 on NH-45 in the State of Tamil Nadu, India, on Built
Operate Transfer (BOT) basis. The concession period for this project is 25 years.

INIPPL has commenced operation and started tolling on 6 May 2010.

103
PLUS Expressways Berhad 2010 Annual Report
3 REVISED TOLL RATES, TOLL COMPENSATION ARRANGEMENTS AND SETTLEMENT
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2010 (CONTINUED)

ARRANGEMENTS OF PLUS, ELITE AND KLBK

(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) t o waive PLUS’s obligation to pay the interest accrued to 1 January 2002 amounting to
RM1,729.22 million on its GSL;

(ii) t o waive PLUS’s obligation to pay interest on the remaining principal amount of RM750
million on the GSL, after (i) above; and

(iii) t o 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;

104 (ii) d
 eduction for interest that would have been payable to the Government on the GSL, had
PLUS Expressways Berhad 2010 Annual Report

the Government not waived PLUS from its obligation to pay such interest;

(iii) s et 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) s et off of any Toll Sharing Amount due to the Government against the resultant from (iii)
above.

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.
3 REVISED TOLL RATES, TOLL COMPENSATION ARRANGEMENTS AND SETTLEMENT
ARRANGEMENTS OF PLUS, ELITE AND KLBK (CONTINUED)

(i) PLUS (CONTINUED)

(b) Toll Compensation Arrangements (Continued)

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 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.

(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

105
PLUS Expressways Berhad 2010 Annual Report
(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(i)(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.
3 REVISED TOLL RATES, TOLL COMPENSATION ARRANGEMENTS AND SETTLEMENT
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2010 (CONTINUED)

ARRANGEMENTS OF PLUS, ELITE AND KLBK (CONTINUED)

(i) PLUS (CONTINUED)

(c) Settlement Arrangements (Continued)

(iii) 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.

(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 34;

(ii) to waive all its rights to interest which has accrued on the existing Government Loan,
106 of RM89.9 million, for the period from 15 December 2000 to 31 December 2001 and to
PLUS Expressways Berhad 2010 Annual Report

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.
3 REVISED TOLL RATES, TOLL COMPENSATION ARRANGEMENTS AND SETTLEMENT
ARRANGEMENTS OF PLUS, ELITE AND KLBK (CONTINUED)

(ii) ELITE (CONTINUED)

(b) Toll Compensation Arrangements (Continued)

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.

(iii) LINKEDUA

(a) Revised Toll Rates Structure

The Government has, on 1 August 2010, imposed a 30% reduction for 2 years up to 30 June
2012 in the toll rate for all classes of vehicles at Tanjung Kupang toll plaza, the difference of
which will be compensated by the Government.

(b) Toll Compensation Arrangement

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 Government shall compensate based on the
computation provided in the SSCA.

(iv) KLBK

(a) Revised Toll Rates Structure

Through the SCA (as referred to in Note 2(d)), the toll rate structures for Class 1 vehicle
have been revised to RM1.30 per entry commencing 1 June 2005 until 31 December 2007.
Thereafter, the toll rate increases by RM0.30 per entry for every five years until the expiry
107
PLUS Expressways Berhad 2010 Annual Report
of the concession period. The first toll rate increase of RM0.30 had been implemented on 1
January 2008.

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

(b) Toll Compensation Arrangement

In consideration of KLBK agreeing to the revised toll rate structures as referred in the
preceding paragraph, the Government has compensated the amount of RM60.59 million in 2
installments in 2005 and 2006, for the difference in the toll rates for future years up to the
end of the concession period based on the traffic projections.
4 SIGNIFICANT ACCOUNTING POLICIES
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2010 (CONTINUED)

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. 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.

4.2 Summary of Significant Accounting Policies

(a) 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(i).

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

(b) Associates

Associates are entities in which the Group has significant influence and that is neither a
subsidiary nor an interest in a joint venture. Significant influence is the power to participate
in the financial and operating policy decisions of the investee but not in control or joint control
over those policies.
108
PLUS Expressways Berhad 2010 Annual Report

Investments in associates are accounted for in the consolidated financial statements using
the equity method of accounting. Under the equity method, the investment in associate is
carried in the statement of financial position at cost adjusted for post-acquisition changes in
the Group’s share of net assets of the associate. The Group’s share of the net profit or loss
of the associate is recognised in the consolidated income statement. Where there has been
a change recognised directly in the equity of the associate, the Group recognises its share of
such changes.
4 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

4.2 Summary of Significant Accounting Policies (Continued)

(b) Associates (Continued)

In applying the equity method, unrealised gains and losses on transactions between the
Group and the associate are eliminated to the extent of the Group’s interest in the associate.
After application of the equity method, the Group determines whether it is necessary to
recognise any additional impairment loss with respect to the Group’s net investment in the
associate. The associate is equity accounted for from the date the Group obtains significant
influence until the date the Group ceases to have significant influence over the associate.

Goodwill relating to an associate is included in the carrying amount of the investment and
is not amortised. Any excess of the Group’s share of the net fair value of the associate’s
identifiable assets, liabilities and contingent liabilities over the cost of the investment is
excluded from the carrying amount of the investment and is instead included as income in
the determination of the Group’s share of the associate’s profit or loss in the period in which
the investment is acquired.

When the Group’s share of losses in an associate equals or exceeds its interest in the
associate, including any long-term interests that, in substance, form part of the Group’s
net investment in the associates, the Group does not recognise further losses, unless it has
incurred obligations or made payments on behalf of the associate.

The most recent available audited financial statements of the associates are used by the
Group in applying the equity method. Where the dates of the audited financial statements
used are not coterminous with those of the Group, the share of results is arrived at from the
last audited financial statements available and management financial statements to the end
of the accounting period. Uniform accounting polices are adopted for like transactions and
events in similar circumstances.

In the Company’s separate financial statements, investments in associates are stated at


109
PLUS Expressways Berhad 2010 Annual Report
cost less impairment losses. The policy for the recognition and measurement of impairment
losses is in accordance with Note 4.2(i).

On disposal of such investments, the difference between net disposal proceeds and their
carrying amounts is included in income statement.
4 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2010 (CONTINUED)

4.2 Summary of Significant Accounting Policies (Continued)

(c) Basis of Consolidation

The consolidated financial statements comprise the financial statements of the Company
and its subsidiaries as at the reporting 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 1222004 “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.

110 Minority interests represent the portion of profit or loss and net assets in subsidiaries not
PLUS Expressways Berhad 2010 Annual Report

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.
4 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

4.2 Summary of Significant Accounting Policies (Continued)

(d) 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(i).

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%
Leasehold Land Over leasehold period of 99 years

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 value, 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.

111
PLUS Expressways Berhad 2010 Annual Report
4 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2010 (CONTINUED)

4.2 Summary of Significant Accounting Policies (Continued)

(e) 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 reporting date.

Computer software and licenses that do not form an integral part of the related hardwares
are treated as intangible assets with finite lives and are amortised over their estimated lives
at the rate of 20%.

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.

(f) Leases

A lease is recognised as a finance lease if it transfers 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.

(g) Concession Assets

112 Items classified as Concession Assets comprise Expressway Development Expenditure,


PLUS Expressways Berhad 2010 Annual Report

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(i).
4 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

4.2 Summary of Significant Accounting Policies (Continued)

(g) Concession Assets (Continued)

(i) Expressway Development Expenditure (Continued)

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 [Net Book Value of EDE


at beginning of the year +
[Actual toll revenue for the year + Projected total Additions for the year]
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 7 years commencing from the date of incurrence, this being the anticipated
economic life of such works. 113
PLUS Expressways Berhad 2010 Annual Report
(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(i). 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 computer hardware 12.5
Others 10
4 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2010 (CONTINUED)

4.2 Summary of Significant Accounting Policies (Continued)

(g) Concession Assets (Continued)

(iv) Capital Work-In-Progress

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

(h) Amount due from/to Customers on Contracts

Profit on contracts is recognised as soon as the outcome of the contract can be estimated
reliably. The Group uses the percentage of completion method to determine the appropriate
amount to be recognised as contract revenue in a given period; the stage of completion is
measured by reference to work performed and on the proportion of contract costs incurred
for work performed to date over the estimated total contract costs.

Where the outcome of a contract cannot be estimated reliably, contract revenue is recognised
to the extent of contract costs incurred that is probable will be recoverable. Contract costs
are recognised as expenses in the period in which they are incurred.

When it is probable that total contract costs will exceed total contract revenue, the expected
loss is recognised as an expense immediately. When costs incurred on contracts plus
recognised profit (less recognised losses) exceeds progress billings, the balance is shown
as amount due from customers on contracts. When progress billings exceed costs incurred
plus recognised profits (less recognised losses), the balance is shown as amount due to
customers on contracts.

(i) Impairment of Non-financial Assets

For the purpose of impairment testing of the non-financial assets, recoverable amount is
determined on an individual asset basis unless the asset does not generate cash flows that
114 are largely independent of those from other assets. If this is the case, recoverable amount is
PLUS Expressways Berhad 2010 Annual Report

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.
4 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

4.2 Summary of Significant Accounting Policies (Continued)

(i) Impairment of Non-financial Assets (Continued)

An impairment loss is recognised in profit or loss 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.

(j) Income Taxes

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 reporting date.

Deferred tax is provided for, using the liability method, on temporary differences at the
reporting 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 reporting date. Deferred tax is recognised in the income
statements, 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
115
PLUS Expressways Berhad 2010 Annual Report
from a business combination that is an acquisition, in which case the deferred tax is included
in the resulting goodwill or negative goodwill.

Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists
to set off current tax assets against current tax liabilities and the deferred taxes relate to the
same entity and the same tax authority.
4 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2010 (CONTINUED)

4.2 Summary of Significant Accounting Policies (Continued)

(k) Provisions for Liabilities

Provisions for liabilities are recognised when the Company 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 reporting 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.

(l) 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
Company. 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
statements as incurred. Some of the Group’s foreign subsidiaries also make contributions
to their respective countries’ statutory pension schemes.

(iii) Defined benefit plans

PLUS, ELITE and LINKEDUA operate unfunded, defined benefit Retirement Benefit
116 Scheme (“the Scheme”) for their personnel whose employment contracts were
PLUS Expressways Berhad 2010 Annual Report

transferred in 1988 from Malaysian Highway Authority, pursuant to the Concession


Agreement. Their obligations 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.
4 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

4.2 Summary of Significant Accounting Policies (Continued)

(l) Employee Benefits (Continued)

(iii) Defined benefit plans (Continued)

The amount recognised in the statement of financial position 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.

(m) Deferred Liabilities

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

(n) 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


117
PLUS Expressways Berhad 2010 Annual Report
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 reporting date, monetary items denominated in foreign currencies are retranslated
at the rates prevailing on the reporting 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.
4 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2010 (CONTINUED)

4.2 Summary of Significant Accounting Policies (Continued)

(n) Foreign Currencies (Continued)

(ii) Foreign Currency Transactions (Continued)

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 statements.

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 statements 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:

– A ssets and liabilities for each statements of financial position presented are
translated at the closing rate prevailing at the reporting date;

– I ncome and expenses for each income statements are translated at average
exchange rates for the year, which approximates the exchange rates at the dates of
the transactions; and

118 –  ll resulting exchange differences are taken to the foreign currency translation
A
PLUS Expressways Berhad 2010 Annual Report

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 reporting 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.
4 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

4.2 Summary of Significant Accounting Policies (Continued)

(o) 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.

(p) Statements of Cash Flows

The statements of cash flows, 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 equivalents in the subsidiaries, however, is subject to the
restrictions set out in Notes 28, 34 and 37.

(q) 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


119
PLUS Expressways Berhad 2010 Annual Report
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.
4 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2010 (CONTINUED)

4.2 Summary of Significant Accounting Policies (Continued)

(q) Revenue Recognition (Continued)

(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 statements 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/Profit Element

Interest income/profit element 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.

(vii) Revenue on Award Credits

Revenue on award credits is recognised based on the number of award credits that have
been redeemed in exchange for toll rebates, relative to the total number of awards credit
expected to be redeemed.

(viii) Revenue from Contract Jobs


120
PLUS Expressways Berhad 2010 Annual Report

Revenue on fixed price contract jobs are recognised in the income statements on the
percentage of completion method based on the proportionate value of work done on
the projects which is the cost incurred to date over the total expected costs for that
contract.
4 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

4.2 Summary of Significant Accounting Policies (Continued)

(r) Financial Assets

Financial assets are recognised in the statements of financial position when, and only when,
the Group and the Company become a party to the contractual provisions of the financial
instrument.

When financial assets are recognised initially, they are measured at fair value, plus, in the
case of financial assets not at fair value through profit or loss, directly attributable transaction
costs.

A financial asset is derecognised when the contractual right to receive cash flows from the
asset has expired. On derecognition of a financial asset in its entirety, the difference between
the carrying amount and the sum of the consideration received and any cumulative gain or
loss that had been recognised in other comprenhensive income is recognised in profit or
loss.

The Group and the Company determine the classification of their financial assets at initial
recognition, and the categories include financial assets at fair value through profit or loss,
loans and receivables, held-to-maturity investments and available-for-sale financial assets.

Financial assets at fair value through profit or loss

Financial assets are classified as financial assets at fair value through profit or loss if they
are held for trading or are designated as such upon initial recognition. Financial assets held
for trading are derivatives (including separated embedded derivatives) or financial assets
acquired principally for the purpose of selling in the near term.

Subsequent to initial recognition, financial assets at fair value through profit or loss are
measured at fair value. Any gains or losses arising from changes in fair value are recognised
121
PLUS Expressways Berhad 2010 Annual Report
in profit or loss. Net gains or net losses on financial assets at fair value through profit or loss
do not include exchange differences, interest and dividend income. Exchange differences,
interest and dividend income on financial assets at fair value through profit or loss are
recognised separately in profit or loss as part of other losses or other income.

Financial assets at fair value through profit or loss could be presented as current or non-
current. Financial assets that is held primarily for trading purposes are presented as current
whereas financial assets that is not held primarily for trading purposes are presented as
current or non-current based on the settlement date.
4 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2010 (CONTINUED)

4.2 Summary of Significant Accounting Policies (Continued)

(r) Financial Assets (Continued)

Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments
that are not quoted in an active market. Such assets are carried at amortised cost using the
effective interest method. Gains and losses are recognised in income statements when the
loans and receivables are derecognised or impaired, as well as through the amortisation
process.

Loans and receivables are classified as current assets, except for those having maturity dates
later than 12 months after the reporting date which are classified as non-current.

Held-to-maturity investments

Non-derivative financial assets with fixed or determinable payments and fixed maturity are
classified as held-to-maturity when the Group has the expressed intention and ability to hold
to maturity.

Investments that are intended to be held-to-maturity are subsequently measured at amortised


cost using the effective interest method. Amortised cost is calculated by taking into account
any discount or premium on acquisition, over the period to maturity. For investments
carried at amortised cost, gains and losses are recognised in income statement when the
investments are derecognised or impaired, as well as through the amortisation process.

Held-to-maturity investments are classified as non-current assets, except for those having
maturity within 12 months after the reporting date which are classified as current.

Available-for-sale financial assets

122 Available-for-sale are financial assets that are designated as available for sale or are not
PLUS Expressways Berhad 2010 Annual Report

classified in any of the three preceding categories.

After initial recognition, available-for-sale financial assets are measured at fair value. Any
gains or losses from changes in fair value of the financial asset are recognised in other
comprehensive income, except that impairment losses, foreign exchange gains and losses
on monetary instruments and interest calculated using the effective interest method are
recognised in profit or loss. The cumulative gain or loss previously recognised in other
comprehensive income is reclassified from equity to profit or loss as a reclassification
adjustment when the financial asset is derecognised. Interest income calculated using the
effective interest method is recognised in profit or loss. Dividends on an available-for-sale
equity instrument are recognised in profit or loss when the Group and the Company’s right
to receive payment is established.
4 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

4.2 Summary of Significant Accounting Policies (Continued)

(r) Financial Assets (Continued)

Available-for-sale financial assets

Investments in equity instruments whose fair value cannot be reliably measured are
measured at cost less impairment loss.

Available-for-sale financial assets are classified as non-current assets unless they are
expected to be realised within 12 months after the reporting date.

(s) Impairment of Financial Assets

The Group and the Company assess at each reporting date whether there is any objective
evidence that a financial asset is impaired.

(i) Receivables and other financial assets carried at amortised cost

To determine whether there is objective evidence that an impairment loss on financial


assets has been incurred, the Group and the Company consider factors such as the
probability of insolvency or significant financial difficulties of the debtor and default or
significant delay in payments. If any such evidence exists, the amount of impairment
loss is measured as the difference between the asset’s carrying amount and the present
value of estimated future cash flows discounted at the financial asset’s original effective
interest rate. The impairment loss is recognised in profit or loss.

The carrying amount of the financial asset is reduced by the impairment loss directly
for all financial assets with the exception of receivables, where the carrying amount
is reduced through the use of an allowance account. When a receivable becomes
uncollectible, it is written off against the allowance account.
123
PLUS Expressways Berhad 2010 Annual Report
If in a subsequent period, the amount of the impairment loss decreases and the decrease
can be related objectively to an event occurring after the impairment was recognised,
the previously recognised impairment loss is reversed to the extent that the carrying
amount of the asset does not exceed its amortised cost at the reversal date. The amount
of reversal is recognised in profit or loss.

(ii) Toll compensation recoverable from the Government

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. An assessment of the recoverability of the amount is performed annually based
on estimated recoverable amount pursuant to the settlement arrangement as set
out in Note 3. Please see Note 4.2(q)(iv) for the recognition of toll compensation. Any
impairment loss is recognised in profit or loss.
4 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2010 (CONTINUED)

4.2 Summary of Significant Accounting Policies (Continued)

(s) Impairment of Financial Assets (Continued)

(iii) Unquoted equity securities at cost

If there is objective evidence (such as significant adverse changes in the business


environment where the issuer operates, probability of insolvency or significant financial
difficulties of the issuer) that an impairment loss on financial assets carried at cost has
been incurred, the amount of the loss is measured as the difference between the asset’s
carrying amount and the present value of estimated future cash flows discounted at the
current market rate of return for a similar financial asset. Such impairment losses are
not reversed in subsequent periods.

(iv) Available-for-sale financial assets

Significant or prolonged decline in fair value below cost, significant financial difficulties of
the issuer or obligor, and the disappearance of an active trading market are considerations
to determine whether there is objective evidence that investment securities classified as
available-for-sale financial assets are impaired.

If an available-for-sale financial asset is impaired, an amount comprising the difference


between its cost (net of any principal payment and amortisation) and its current fair
value, less any impairment loss previously recognised in profit or loss, is transferred
from equity to profit or loss.

Impairment losses on available-for-sale equity investments are not reversed in profit or


loss in the subsequent periods. Increase in fair value, if any, subsequent to impairment loss
is recognised in other comprehensive income. For available-for-sale debt investments,
impairment losses are subsequently reversed in profit or loss if an increase in the
fair value of the investment can be objectively related to an event occurring after the
recognition of the impairment loss in profit or loss.
124
PLUS Expressways Berhad 2010 Annual Report

(t) Financial Liabilities

Financial liabilities are classified according to the substance of the contractual arrangements
entered into and the definitions of a financial liability. Financial liabilities, within the scope
of FRS 139 Financial Instruments: Recognition and Measurement, are recognised in the
statements of financial position when, and only when, the Group and the Company become a
party to the contractual provisions of the financial instrument.

A financial liability is derecognised when the obligation under the liability is discharged or
cancelled or expires.
4 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

4.2 Summary of Significant Accounting Policies (Continued)

(t) Financial Liabilities (Continued)

Where an existing financial liability is replaced by another from the same lender on
substantially different terms, or the terms of an existing liability are substantially modified,
such an exchange or modification is treated as a derecognition of the original liability and
the recognition of a new liability, and the difference in the respective carrying amounts is
recognised in income statements.

Financial liabilities are classified as either financial liabilities at fair value through profit or
loss or other financial liabilities.

Financial liabilities at fair value through profit or loss

Financial liabilities at fair value through profit or loss include financial liabilities held for
trading and financial liabilities designated upon initial recognition as at fair value through
profit or loss.

Financial liabilities held for trading include derivatives entered into by the Group and the
Company that do not meet the hedge accounting criteria. Derivative liabilities are initially
measured at fair value and subsequently stated at fair value, with any resultant gains or
losses recognised in profit or loss. Net gains or losses on derivatives include exchange
differences.

The Group and the Company have not designated any financial liabilities as at fair value
through profit or loss.

Other financial liabilities

The Group’s and the Company’s other financial liabilities include trade payables, other
125
PLUS Expressways Berhad 2010 Annual Report
payables and loans and borrowings.

Trade and other payables are recognised initially at fair value plus directly attributable
transaction costs and subsequently measured at amortised cost using the effective interest
method.

Loans and borrowings are recognised initially at fair value, net of transaction costs incurred,
and subsequently measured at amortised cost using the effective interest method. Borrowings
are classified as current liabilities unless the Group has an unconditional right to defer
settlement of the liability for at least 12 months after the reporting date.
4 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2010 (CONTINUED)

4.2 Summary of Significant Accounting Policies (Continued)

(t) Financial Liabilities (Continued)

Other financial liabilities (Continued)

For other financial liabilities, gains and losses are recognised in profit or loss when the
liabilities are derecognised, and through the amortisation process. Details of certain loans
and borrowings of the Group are as follows:

(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


126
PLUS Expressways Berhad 2010 Annual Report

The 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.
4 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

4.2 Summary of Significant Accounting Policies (Continued)

(u) 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 41.

(v) Borrowing Costs

Borrowing costs directly attributable to the acquisition, construction or production of


qualifying assets, which are assets that necessarily take a substantial period of time to get
ready for their intended use or sale, are capitalised as part of the cost of those assets, 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 Company 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 statements in the
period in which they are incurred.

(w) Non-current Assets Held for Sale

Non-current assets or disposal groups are classified as held for sale if they meet certain
conditions and their carrying amounts will be recovered principally through a sale transaction
127
PLUS Expressways Berhad 2010 Annual Report
rather than through countinuing use. The condition is regarded as met only when the assets
or disposal groups are available for immediate sale in its present condition subject to terms
that are usual and customary and the sale is highly probable.

Non-current assets or disposal groups held for sale are measured at the lower of carrying
amount and fair value less costs to sell. Any differences are recognised in the income
statements.
4 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2010 (CONTINUED)

4.2 Summary of Significant Accounting Policies (Continued)

(x) Equity Instruments

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

(y) Segment Reporting

For management purposes, the Group is organised into operating segments based on
their products and services which are independently managed by the respective segment
managers responsible for the performance of the respective segments under their charge.
The segment managers report directly to the management of the Company who regularly
review the segment results in order to allocate resources to the segments and to assess the
segment performance. Additional disclosures on each of these segments are shown in Note
48, including the factors used to identify the reportable segments and the measurement
basis of segment information.

(z) Contingencies

A contingent liability or asset is a possible obligation or asset that arises from past events
and whose existence will be confirmed only by the occurrence or non-occurrence of uncertain
future event(s) not wholly within the control of the Group.

Contingent liabilities and assets are not recognised in the statements of financial position of
the Group.

128
PLUS Expressways Berhad 2010 Annual Report
4 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

4.3 New Standards and Interpretations that are effective beginning on or after 1 January 2010

On 1 January 2010, the Group and the Company adopted the following applicable new and
amended FRSs and IC Interpretations mandatory for annual financial periods beginning on or
after 1 January 2010.

FRS 7 Financial Instruments: Disclosures


FRS 101 Presentation of Financial Statements (Revised)
FRS 123 Borrowing Costs
FRS 139 Financial Instruments: Recognition and Measurement
Amendments to FRS 1 First Time Adoption of Financial Reporting Standards and FRS 127
Consolidated and Separate Financial Statements: Cost of an Investment in a Subsidiary,
Jointly Controlled Entity or Associate
Amendments to FRS 132 Financial Instruments: Presentation
Amendments to FRS 139 Financial Instruments: Recognition and Measurement and FRS 7
Financial Instruments: Disclosures and IC Interpretation 9 Reassessment of Embedded
Derivatives
Amendments to FRSs ‘Improvements to FRSs (2009)’
IC Interpretation 9: Reassessment of Embedded Derivatives
IC Interpretation 10: Interim Financial Reporting and Impairment
IC Interpretation 11: FRS 2 – Group and Treasury Share Transactions
IC Interpretation 13: Customer Loyalty Programmes
IC Interpretation 14: FRS 119 – The Limit on a Defined Benefit Asset, Minimum Funding
Requirements and their Interaction

Adoption of the above standards and interpretations did not have any effect on the financial
performance or position of the Group and the Company except for those discussed below:

4.3.1 FRS 7 Financial Instruments: Disclosures

Prior to 1 January 2010, information about financial instruments was disclosed in


129
PLUS Expressways Berhad 2010 Annual Report
accordance with the requirements of FRS 132 Financial Instruments: Disclosure and
Presentation. FRS 7 introduces new disclosures to improve the information about financial
instruments. It requires the disclosure of qualitative and quantitative information about
exposure to risks arising from financial instruments, including specified minimum
disclosures about credit risk, liquidity risk and market risk, including sensitivity analysis
to market risk.

The Group and the Company have applied FRS 7 prospectively in accordance with
the transitional provisions. Hence, the new disclosures have not been applied to the
comparatives. The new disclosures are included throughout the Group’s and the
Company’s financial statements for the year ended 31 December 2010.
4 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2010 (CONTINUED)

4.3 New Standards and Interpretations that are effective beginning on or after 1 January 2010
(Continued)

4.3.2 FRS 101 Presentation of Financial Statements (Revised)

The revised FRS 101 introduces changes in the presentation and disclosures of financial
statements. The revised Standard separates owner and non-owner changes in equity.
The statements of changes in equity includes only details of transactions with owners,
with all non-owner changes in equity presented as a single line. The Standard also
introduces the statements of comprehensive income, with all items of income and
expense recognised in profit or loss, together with all other items of recognised income
and expense recognised directly in equity, either in one single statement, or in two linked
statements. The Group and the Company have elected to present in two statements.

In addition, a statement of financial position is required at the beginning of the earliest


comparative period following a change in accounting policy, the correction of an error or
the classification of items in the financial statements.

The revised FRS 101 also requires the Group to make new disclosures to enable users
of the financial statements to evaluate the Group’s objectives, policies and processes for
managing capital. Please see Note 46.

The revised FRS 101 was adopted retrospectively by the Group and the Company.

4.3.3 FRS 139 Financial Instruments: Recognition and Measurement

The Group and the Company have adopted FRS 139 prospectively on 1 January 2010 in
accordance with the transitional provisions. As at 1 January 2010, the effects arising
from the adoption of this Standard has been accounted for as follows and comparatives
were not restated:

(a) Toll compensation recoverable from the Government


130
PLUS Expressways Berhad 2010 Annual Report

 rior to the adoption of FRS 139, toll compensation recoverable from the Government
P
was accrued at cost by the Group after taking into consideration the effects of the
toll compensation arrangement in accordance with the SSCA as detailed out in
Note 3(i)(b). With the adoption of FRS 139, the toll compensation recoverable
from the Government is recorded initially at its fair value that is lower than costs.
Subsequent to initial recognition, the amount is measured at amortised cost. As at
1 January 2010, the Group remeasured the toll compensation recoverable from the
Government at amortised cost and an adjustment of RM305,969,000 to adjust the
previous carrying amount was recognised to retained earnings.
4 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

4.3 New Standards and Interpretations that are effective beginning on or after 1 January 2010
(Continued)

4.3.3 FRS 139 Financial Instruments: Recognition and Measurement (Continued)

(b) Interest-free non-current amount owing to immediate holding company

 rior to the adoption of FRS 139, the Group’s interest-free non-current amount due
P
to immediate holding company was stated at cost. With the adoption of FRS 139,
this interest-free amount is measured at amortised cost. As at 1 January 2010,
the Group remeasured the amount owing to immediate holding company at its
amortised cost and the adjustment to the previous carrying amount was recognised
as an adjustment of RM3,657,000 to other non-distributable reserve as at that
date.

(c) Interest-free non-current amount owing to/from subsidiaries

Prior to the adoption of FRS 139, the Company’s interest-free non-current amount
owing to/from subsidiaries were stated at cost. With the adoption of FRS 139, this
interest-free amounts are measured at amortised cost. As at 1 January 2010, the
Company remeasured the amount owing to/from its subsidiaries at its amortised
cost and the adjustment to the previous carrying amount was recognised as a net
adjustment to cost of investment in that subsidiaries of RM2,485,000.

Further details are set out in Note 4.3.6.

4.3.4 IC Interpretation 13: Customer Loyalty Programmes

The Group adopted IC Interpretation 13 (“IC INT 13”), which became effective on 1
January 2010. Pursuant to this IC INT 13, award credits shall be accounted for as a
separately identifiable component of the sales transactions in which they are granted
131
PLUS Expressways Berhad 2010 Annual Report
(the “initial sale”). The fair value of the consideration received or receivable in respect of
the initial sale shall be allocated between the award credits and the other components
of the sale.

The consideration allocated to the award credits is recognised as a liability (deferred


revenue) in the statements of financial position and recognised as revenue when the
points are redeemed, have expired or are no longer expected to be redeemed.

The adoption of IC INT 13 does not have any material impact to the opening balance of
retained earnings, thus no retrospective adjustment was made. In the current year, toll
revenue was reduced by RM2,434,000 with the adoption of IC INT 13.
4 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2010 (CONTINUED)

4.3 New Standards and Interpretations that are effective beginning on or after 1 January 2010
(Continued)

4.3.5 Amendments to FRSs ‘Improvements to FRSs (2009)’

Amendments to FRS 117 Leases

Prior to 1 January 2010, for all leases of land and buildings, if title is not expected to
pass to the lessee by the end of the lease term, the lessee normally does not receive
substantially all of the risks and rewards incidental to ownership. Hence, all leasehold
land held for own use was classified by the Group as operating lease and where
necessary, the minimum lease payments or the up-front payments made were allocated
between the land and the buildings elements in proportion to the relative fair values
for leasehold interests in the land element and buildings element of the lease at the
inception of the lease. The up-front payment represented prepaid lease payments and
were amortised on a straight-line basis over the lease term.

The amendments to FRS 117 Leases clarify that leases of land and buildings are
classified as operating or finance leases in the same way as leases of other assets. They
also clarify that the present value of the residual value of the property in a lease with a
term of several decades would be negligible and accounting for the land element as a
finance lease in such circumstances would be consistent with the economic position of
the lessee. Hence, the adoption of the amendments to FRS 117 has resulted in certain
unexpired land leases to be reclassified as finance leases.

The Group has reassessed the leasehold land previously disclosed as prepaid land
lease payments and determined that it is in substance finance lease in nature. Hence,
the leasehold land has been reclassified from prepaid land lease payments to property,
plant and equipment within non-current assets. The change in accounting policy has
been adopted retrospectively in accordance with the transitional provisions of the
amendments to FRS 117.

132
PLUS Expressways Berhad 2010 Annual Report
4 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

4.3 New Standards and Interpretations that are effective beginning on or after 1 January 2010
(Continued)

4.3.5 Amendments to FRSs ‘Improvements to FRSs (2009)’ (Continued)

Amendments to FRS 117 Leases (Continued)

The following comparative figures have been restated following the adoption of the
amendments to FRS 117:

Group Company
RM’000 RM’000
Prepaid land lease payments
At 31 December 2009, as previously stated: 26,988 97,618
– Reclassification to property, plant and equipment (26,988) (97,618)
At 31 December 2009, as restated – –

At 1 January 2009, as previously stated: 27,269 98,635


– Reclassification to property, plant and equipment (27,269) (98,635)
At 1 January 2009, as restated – –

Group Company
RM’000 RM’000
Property, plant and equipment
At 31 December 2009, as previously stated: 49,146 15,297
– Reclassification from prepaid land lease payments 26,988 97,618

133
PLUS Expressways Berhad 2010 Annual Report
At 31 December 2009, as restated 76,134 112,915

At 1 January 2009, as previously stated: 47,855 13,682


– Reclassification from prepaid land lease payments 27,269 98,635
At 1 January 2009, as restated 75,124 112,317
4 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2010 (CONTINUED)

4.3 New Standards and Interpretations that are effective beginning on or after 1 January 2010
(Continued)

4.3.5 Amendments to FRSs ‘Improvements to FRSs (2009)’ (Continued)

Amendments to FRS 120 Accounting for Government Grants and Disclosures of Government
Assistance

On 1 January 2010, the Group adopted the amendments to FRS 120 Accounting for
Government Grants and Disclosures of Government Assistance.

The amendments to FRS 120 removed the exemption to impute interests on government
loans at below market interest rate. The difference between the amount received and the
present value of estimated cash flows discounted at market interest rate is accounted for
as government grants. The amendments shall be applied prospectively to government
loans received on or after 1 January 2010. The Group obtained government loans at
below market interest rate amounting to RM389 million prior to 1 January 2010 and
hence the amendments to FRS 120 did not have any impact on the Group’s financial
statements.

134
PLUS Expressways Berhad 2010 Annual Report
4 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

4.3 New Standards and Interpretations that are effective beginning on or after 1 January 2010
(Continued)

4.3.6 Summary of effects arising from the changes in accounting policies

The following are effects arising from the above changes in accounting policies:

As at As at As at
31.12.2010 1.1.2010 1.1.2009
RM’000 RM’000 RM’000
Statements of financial position
Increase/(decrease) in:
Group
Retained earnings (323,243) (305,969) –
Other reserves 3,657 3,657 –
Property, plant and equipment – 26,988 27,269
Prepaid land lease payments – (26,988) (27,269)
Toll compensation recoverable from the
Government (326,373) (305,969) –
Amount owing to immediate holding
company (3,463) (3,657) –
Deferred revenue 2,434 – –

Company
Retained earnings (675) – –
Investments in subsidiaries 2,485 2,485 –
Amount owing by/to subsidiaries (3,385) (2,485) –
Property, plant and equipment – 97,618 98,635
Prepaid land lease payments – (97,618) (98,635)

135
PLUS Expressways Berhad 2010 Annual Report
Group Company
2010 2010
RM’000 RM’000
Income statements
Increase/(decrease) in:
Revenue (115,643) –
Other income 92,805 3,282
Finance costs 194 4,182
Profit before tax (23,032) (900)
Income tax expense (5,758) (225)
Profit for the year (17,274) (675)
4 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2010 (CONTINUED)

4.4 Standards issued but not yet effective

The Group has not adopted the following applicable standards and interpretations that have been
issued but not yet effective:

Effective for financial period beginning on or after 1 July 2010

FRS 1 First-time Adoption of Financial Reporting Standards


FRS 3 Business Combinations (Revised)
Amendments to FRS 5 Non-current Assets Held for Sale and Discontinued Operations
Amendments to FRS 127 Consolidated and Separate Financial Statements
Amendments to FRS 138 Intangible Assets
IC Interpretation 12 Service Concession Arrangements
IC Interpretation 16 Hedges of a Net Investment in a Foreign Operation

Effective for financial period beginning on or after 1 January 2011

Amendments to FRS 1  imited Exemption from Comparative FRS 7 Disclosures for


L
First-time Adopters
Amendments to FRS 7 Improving Disclosures about Financial Instruments
IC Interpretation 4 Determining Whether An Arrangement contains a Lease

Except for the changes in accounting policies arising from the adoption of the revised FRS 3, the
amendments to FRS 127 and IC Interpretation 12 as well as the new disclosures required under
the Amendments to FRS 7, the Directors expect that the adoption of the other standards and
interpretations above will have no material impact on the financial statements in the period of
initial application. The nature of the impending changes in accounting policy on adoption of the
revised FRS 3, the amendments to FRS 127 and IC Interpretation 12 are described below.

Revised FRS 3 Business Combinations and Amendments to FRS 127 Consolidated and Separate
Financial Statements

136 The revised standards are effective for annual periods beginning on or after 1 July 2010. The
PLUS Expressways Berhad 2010 Annual Report

revised FRS 3 introduces a number of changes in the accounting for business combinations
occurring after 1 July 2010. These changes will impact the amount of goodwill recognised,
the reported results in the period that an acquisition occurs, and future reported results. The
Amendments to FRS 127 require that a change in the ownership interest of a subsidiary (without
loss of control) is accounted for as an equity transaction. Therefore, such transactions will no
longer give rise to goodwill, nor will they give rise to a gain or loss. Furthermore, the amended
standard changes the accounting for losses incurred by the subsidiary as well as the loss of
control of a subsidiary. Other consequential amendments have been made to FRS 107 Statement
of Cash Flows, FRS 112 Income Taxes, FRS 121 The Effects of Changes in Foreign Exchange Rates,
FRS 128 Investments in Associates and FRS 131 Interests in Joint Ventures. The changes from
revised FRS 3 and Amendments to FRS 127 will affect future acquisitions or loss of control and
transactions with minority interests.
4 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

4.4 Standards issued but not yet effective (Continued)

IC Interpretation 12: Service Concession Arrangements

This Interpretation applies to service concession operators and explains how to account for the
obligations undertaken and rights received in service concession arrangements. The adoption
of IC Interpretation 12 will likely have impact to the financial statement and the Group is in the
process of assessing the extent of the impact. However, the Group is exempted from disclosing
the possible impact to the financial statements upon the initial application of this Interpretation.

The Group and the Company plans to adopt the above pronouncements when they become
effective in the respective financial period.

4.5 Key Sources of Estimation Uncertainty

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

(i) 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 7 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.

(ii) Amortisation of EDE

The cost of EDE is amortised over the concession period by applying the formula in Note
137
PLUS Expressways Berhad 2010 Annual Report
4.2(g)(i) above. The denominator of the formula includes projected total toll revenue for
subsequent years to the end of concession period and is based on the latest available base
case traffic volume projections prepared by independent traffic consultants multiplied by
the relevant toll rates. 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.
4 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2010 (CONTINUED)

4.5 Key Sources of Estimation Uncertainty (Continued)

(iii) Income taxes

Judgement is involved in determining the provision for income taxes. There are certain
transactions and computations for which the ultimate tax determination is uncertain during
the ordinary course of business. The Group recognises liabilities for expected tax 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 reporting date is disclosed
in the statements of financial position.

(iv) 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 reporting date.
Profit projections are dependent on various assumptions amongst others traffic volume as
mentioned in Note 4.5(ii) above. There are also judgement involved in determining the amount
recoverable for set off against Note 4.5(iii) above. The carrying amount of Toll Compensation
Recoverable from Government at reporting date is disclosed in the statements of financial
position.

(v) Contract Accounting

The Group recognises contract revenue and expenses in the income statements using the
percentage of completion method. The percentage of completion is determined by the
proportion of costs incurred for the work performed to date over the estimated total costs.

Significant judgement is required in determining the percentage of completion, the extent of


the costs incurred and the estimated total revenue and costs, as well as recoverability of the
contracts. In making the judgement, the Group evaluates based on past experience, external
138 economic factors and by relying on the work of specialists.
PLUS Expressways Berhad 2010 Annual Report

The revenue and costs recognised in the current year is as disclosed in Note 17.
5 REVENUE

Group Company
2010 2009 2010 2009
RM’000 RM’000 RM’000 RM’000
Toll revenue 2,573,345 2,365,960 – –

Toll compensation revenue 885,332 813,062 – –


Less: Fair value adjustment on toll
compensation revenue for the year (113,209) – – –
772,123 813,062 – –
Less: Accrual for Government’s share
of toll revenue (13,256) – – –
Net toll revenue 3,332,212 3,179,022 – –
Expressway operation service fees – – 109,106 105,607
Dividend income from a subsidiary – – 485,000 825,000
Other revenues 19,269 – – –
3,351,481 3,179,022 594,106 930,607

Toll compensation revenue arose from revisions in toll rate structures as described in Note 2(a) and
Notes 3(i) to 3(iv).

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
2010 and 2009 as PLUS did not pay any dividend from its tax exempt account in both years.

Based on the terms of PLUS’s SCA, the toll revenue earned during the year is more than the threshold
toll revenue and as such an accrual was made for the Government’s share of toll revenue of RM13
million (2009: RM Nil as toll revenue earned was less than the threshold toll revenue).
139
PLUS Expressways Berhad 2010 Annual Report
Other revenues are contributed by PHS which commenced operation in June 2010 and TERAS which
was acquired by the Company on 15 June 2010.
6 OTHER INCOME
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2010 (CONTINUED)

Other income comprises the following:

Group Company
2010 2009 2010 2009
RM’000 RM’000 RM’000 RM’000
Income from rental of facilities 19,224 22,919 – –
Income from rental of fibre optic
telecommunications system and
way leave rights 17,592 16,754 – –
Profit element from Islamic short term
deposits 75,463 61,546 152 527
Interest income from short term deposits 13,309 12,629 4,979 4,419
Interest income arising from cumulative
fair value adjustments of financial assets 92,805 – 3,282 –
Others 25,665 20,885 1,558 1,673
244,058 134,733 9,971 6,619

7 FINANCE COSTS

Finance costs for the year are as follows:

Group Company
2010 2009 2010 2009
RM’000 RM’000 RM’000 RM’000
Profit elements on Islamic financial
liabilities 613,245 604,767 87,860 78,576
Interest expense arising from cumulative
fair value adjustments of financial
liabilities 194 – 4,182 –
140
PLUS Expressways Berhad 2010 Annual Report

Other interest expense 137,858 95,421 – 2,661


751,297 700,188 92,042 81,237
8 PROFIT BEFORE TAX

Group Company
2010 2009 2010 2009
RM’000 RM’000 RM’000 RM’000
Profit before tax is arrived at after
charging/(crediting):
Auditors’ remuneration
– statutory audit fee 537 515 60 60
– other services fee 458 539 232 149
Depreciation of property, plant and
equipment (Note 16) 7,023 5,742 3,943 3,386
Property, plant and equipment written off
(Note 16) 60 111 1 39
Loss on disposal of property, plant and
equipment 13 122 14 291
Amortisation charge for concession assets
(Note 15) 423,597 402,948 – –
Amortisation charge for intangible assets
(Note 18) 1,369 1,649 872 751
Net book value of heavy repairs written off
(Note 15) – 9,732 – –
Directors’ remuneration (Note 10) 2,342 2,222 1,650 1,485
Provision for retirement benefits (Note 38) 1,930 1,803 – –
Rental of equipment 886 536 76 134
Rental of premises 613 217 205 218
Employee costs (Note 9) 207,077 176,294 77,370 67,573
Negative goodwill on acquisition of
subsidiaries (Note 19(b)) (510) – – –

141
PLUS Expressways Berhad 2010 Annual Report
9 EMPLOYEE COSTS
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2010 (CONTINUED)

Group Company
2010 2009 2010 2009
RM’000 RM’000 RM’000 RM’000
Salaries, wages, bonus and overtime 144,958 127,218 56,020 49,427
Contributions to defined contribution plan 17,786 16,580 7,459 7,130
Social security contributions 1,939 1,769 629 563
Other employee emoluments/overheads 27,871 24,435 8,130 7,538
Training and welfare 14,523 6,292 5,132 2,915
207,077 176,294 77,370 67,573

10 DIRECTORS’ REMUNERATION

Group Company
2010 2009 2010 2009
RM’000 RM’000 RM’000 RM’000
Executive:
Salaries, bonus and other emoluments 1,281 1,271 972 808
Benefits-in-kind 169 94 77 79

Non-Executive:
Fees 554 576 389 399
Other emoluments 229 177 160 118
Director’s remuneration paid and payable
to third party – 34 – 34
Director’s remuneration paid and payable
to immediate holding company 91 70 52 47
Director’s remuneration paid and payable
to related company 18 – – –
142
PLUS Expressways Berhad 2010 Annual Report

2,342 2,222 1,650 1,485

11 KEY MANAGEMENT PERSONNEL REMUNERATION

Group Company
2010 2009 2010 2009
RM’000 RM’000 RM’000 RM’000

Short term benefits 7,710 6,774 4,759 4,987

Key management personnel is defined as the persons who have authority and responsibility for
planning, directing and controlling the activities of the Company or the Group either directly or
indirectly.
12 INCOME TAX EXPENSE

Group Company
2010 2009 2010 2009
RM’000 RM’000 RM’000 RM’000
Income tax:
Malaysian income tax 334,968 21,051 905 5,560
Foreign income tax 8 – 8 –
Over provision in prior years (16,255) (18) (16,317) –
Subtotal 318,721 21,033 (15,404) 5,560

Deferred tax:
Relating to origination and reversal
of temporary differences 156,565 430,906 200 (3,195)
Under/(Over) provision in prior years 895 (13,479) 6,504 203
Subtotal 157,460 417,427 6,704 (2,992)
Total 476,181 438,460 (8,700) 2,568

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

Group Company
2010 2009 2010 2009
RM’000 RM’000 RM’000 RM’000
Profit before tax 1,776,965 1,623,572 388,046 745,337

Tax at applicable statutory rate of 25%


(2009: 25%) 444,241 405,893 97,012 186,334
Tax effect of expenses that are not
143
PLUS Expressways Berhad 2010 Annual Report
deductible in determining taxable profit 47,915 46,065 25,352 22,281
Tax effect of income not subject to tax – – (121,250) (206,250)
Tax effect of share of associate’s
profit after tax (615) – – –
Over provision of income tax expense
in prior years (16,255) (18) (16,317) –
Under/(Over) provision of deferred tax
in prior years 895 (13,479) 6,504 203
Tax expense 476,181 438,460 (8,700) 2,568
13 EARNINGS PER SHARE
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2010 (CONTINUED)

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

Group Company
2010 2009 2010 2009

Profit for the year attributable to owners


of the parent (RM’000) 1,306,170 1,186,378 396,746 742,769
Number of ordinary shares (‘000) 5,000,000 5,000,000 5,000,000 5,000,000
Basic earnings per share (sen) 26.12 23.73 7.93 14.86

14 DIVIDENDS

Dividend in respect Dividend recognised in


of year year
2010 2009 2010 2009
RM’000 RM’000 RM’000 RM’000
Final single tier dividend for the year ended
31 December 2008 of 9.5 sen per ordinary
share declared on 4 June 2009 and paid
on 2 July 2009 – – – 475,000
Interim single tier dividend for the year
ended 31 December 2009 of 6.5 sen per
ordinary share declared on 20 August
2009 and paid on 25 September 2009 – 325,000 – 325,000
Final single tier dividend for the year
ended 31 December 2009 of 10.0 sen per
ordinary share declared on 29 April 2010
and paid on 18 May 2010 – 500,000 500,000 –
Interim single tier dividend for the year
144
PLUS Expressways Berhad 2010 Annual Report

ended 31 December 2010 of 7.5 sen per


ordinary share declared on 19 August
2010 and paid on 24 September 2010 375,000 – 375,000 –
375,000 825,000 875,000 800,000

Dividend per ordinary share (sen) 7.5 16.5

No further dividends will be proposed for shareholders’ approval in respect of the financial year ended
31 December 2010.
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 maintained by PLUS BKSP;
– Padalur-Trichy Highway in India maintained by INIPPL;
– Cikampek-Palimanan Highway in Indonesia undertaken by LMS; and
– Cimanggis-Cibitung Toll Road in Indonesia undertaken by CCTW.

The breakdown of the concession assets according to expressways are as follows:

Group Accumulated Net carrying


2010 Cost amortisation amount
RM’000 RM’000 RM’000
Expressway Development Expenditure (“EDE”)
– NSE, NKVE, FHR2, SPDH 9,791,740 1,455,513 8,336,227
– NSECL and KLIA Expressway 1,799,629 235,164 1,564,465
– MSSC 1,109,832 97,349 1,012,483
– BKE 349,926 83,684 266,242
– BKSP Highway 195,890 4,076 191,814
– Padalur-Trichy Highway 269,742 2,099 267,643
13,516,759 1,877,885 11,638,874
Heavy Repairs
– NSE, NKVE, FHR2, SPDH 1,831,622 1,147,922 683,700
– NSECL and KLIA Expressway 145,906 76,929 68,977
– MSSC 41,429 12,940 28,489
145
PLUS Expressways Berhad 2010 Annual Report
– BKE 3,190 250 2,940
2,022,147 1,238,041 784,106
Other Concession Assets
– NSE, NKVE, FHR2, SPDH 522,304 439,884 82,420
– NSECL and KLIA Expressway 84,297 74,903 9,394
– MSSC 36,937 36,472 465
– BKE 18,080 8,407 9,673
661,618 559,666 101,952
Capital Work-In-Progress
– Cikampek-Palimanan Highway 87,573 – 87,573
87,573 – 87,573
Total 16,288,097 3,675,592 12,612,505
15 CONCESSION ASSETS (CONTINUED)
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2010 (CONTINUED)

The breakdown of the concession assets according to expressways are as follows (Continued):

Group Accumulated Net carrying


2009 Cost amortisation amount
RM’000 RM’000 RM’000
EDE
– NSE, NKVE, FHR2, SPDH 9,703,961 1,316,924 8,387,037
– NSECL and KLIA Expressway 1,792,888 182,899 1,609,989
– MSSC 1,106,152 93,214 1,012,938
– BKE 349,183 65,051 284,132
– BKSP Highway 209,520 7,344 202,176
13,161,704 1,665,432 11,496,272
Heavy Repairs
– NSE, NKVE, FHR2, SPDH 1,627,683 975,774 651,909
– NSECL and KLIA Expressway 123,128 62,622 60,506
– MSSC 32,265 7,973 24,292
– BKE 565 21 544
1,783,641 1,046,390 737,251
Other Concession Assets
– NSE, NKVE, FHR2, SPDH 508,388 426,452 81,936
– NSECL and KLIA Expressway 83,458 70,982 12,476
– MSSC 36,472 36,472 –
– BKE 17,687 6,634 11,053
646,005 540,540 105,465
Capital Work-In-Progress
– Cikampek-Palimanan Highway 78,010 – 78,010
– Cimanggis-Cibitung Toll Road 518 – 518
146
PLUS Expressways Berhad 2010 Annual Report

78,528 – 78,528
Total 15,669,878 3,252,362 12,417,516
15 CONCESSION ASSETS (CONTINUED)

Details of Concession Assets as at 31 December 2010 and 31 December 2009 are as follows:

Group Other Capital


Heavy Concession Work-In-
EDE Repairs Assets Progress Total
RM’000 RM’000 RM’000 RM’000 RM’000
Cost
At 1 January 2010 13,161,704 1,783,641 646,005 78,528 15,669,878
Additions 111,261 238,506 15,613 14,379 379,759
Acquisition of subsidiary
(Note 19(b)) 275,984 – – – 275,984
Assets of disposal group
classified as held for sale
(Note 21) – – – (660) (660)
Translation difference (32,190) – – (4,674) (36,864)
At 31 December 2010 13,516,759 2,022,147 661,618 87,573 16,288,097

Accumulated Amortisation
At 1 January 2010 1,665,432 1,046,390 540,540 – 3,252,362
Charge for the year 212,820 191,651 19,126 – 423,597
Acquisition of subsidiary
(Note 19(b)) 11 – – – 11
Translation difference (378) – – – (378)
At 31 December 2010 1,877,885 1,238,041 559,666 – 3,675,592
Net Book Value at
31 December 2010 11,638,874 784,106 101,952 87,573 12,612,505

Cost
At 1 January 2009 12,796,324 1,583,973 625,827 232,065 15,238,189
Additions 181,884 217,644 20,178 15,428 435,134
147
PLUS Expressways Berhad 2010 Annual Report
Reclassification 183,496 – – (183,496) –
Written off – (17,976) – – (17,976)
Translation difference – – – 14,531 14,531
At 31 December 2009 13,161,704 1,783,641 646,005 78,528 15,669,878

Accumulated Amortisation
At 1 January 2009 1,467,294 875,334 515,030 – 2,857,658
Charge for the year 198,138 179,300 25,510 – 402,948
Written off – (8,244) – – (8,244)
At 31 December 2009 1,665,432 1,046,390 540,540 – 3,252,362
Net Book Value at
31 December 2009 11,496,272 737,251 105,465 78,528 12,417,516

Interest expense capitalised during the financial year under Capital Work-In-Progress amounted to
RM6,691,782 (2009: RM16,672,311).
16 PROPERTY, PLANT AND EQUIPMENT
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2010 (CONTINUED)

Group Furniture,
Fittings,
Telecom-
munication Operation
and Office Motor Tools and Freehold Leasehold
Equipment Aircrafts Vehicles Computers Equipment Buildings Land Land Total
RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
Cost
At 1 January
2010 28,007 31,237 30,091 21,075 3,089 4,253 279 30,174 148,205
Additions 1,753 – 6,617 2,065 53 – – – 10,488
Acquisitions of
subsidiaries
(Note 19 (b)) 2,427 – 1,576 5,317 – – 40 – 9,360
Disposals (612) – (155) (152) – – – – (919)
Written off (82) – (305) (207) – – – – (594)
Translation
difference (37) – (100) (9) – (14) (1) – (161)
At 31 December
2010 31,456 31,237 37,724 28,089 3,142 4,239 318 30,174 166,379

Accumulated
Depreciation
At 1 January
2010 21,321 13,385 12,113 17,830 3,034 1,202 – 3,186 72,071
Charge for the
year 2,408 27 2,477 1,720 30 80 – 281 7,023
Acquisitions of
subsidiaries
(Note 19 (b)) 1,509 – 1,215 4,415 – – – – 7,139
148
PLUS Expressways Berhad 2010 Annual Report

Disposals (598) – (105) (146) – – – – (849)


Written off (81) – (247) (206) – – – – (534)
Translation
difference (14) – (71) (4) – (13) – – (102)
At 31 December
2010 24,545 13,412 15,382 23,609 3,064 1,269 – 3,467 84,748
Net Book
Value at
31 December
2010 6,911 17,825 22,342 4,480 78 2,970 318 26,707 81,631
16 PROPERTY, PLANT AND EQUIPMENT (CONTINUED)

Group Furniture,
Fittings,
Telecom-
munication Operation
and Office Motor Tools and Freehold Leasehold
Equipment Aircrafts Vehicles Computers Equipment Buildings Land Land Total
RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
Cost
At 1 January
2009 (restated) 24,805 31,237 29,778 19,848 3,083 4,224 279 30,174 143,428
Additions 3,202 – 2,442 1,846 17 – – – 7,507
Disposals – – (2,052) (6) – – – – (2,058)
Written off (28) – (120) (621) (11) – – – (780)
Translation
difference 28 – 43 8 – 29 – – 108
At 31 December
2009 (restated) 28,007 31,237 30,091 21,075 3,089 4,253 279 30,174 148,205

Accumulated
Depreciation
At 1 January
2009 (restated) 19,545 13,359 11,930 16,723 2,772 1,070 – 2,905 68,304
Charge for the
year 1,784 26 1,574 1,698 272 107 – 281 5,742
Disposals – – (1,355) (5) – – – – (1,360)
Written off (19) – (51) (589) (10) – – – (669)
Translation
difference 11 – 15 3 – 25 – – 54
At 31 December
2009 (restated) 21,321 13,385 12,113 17,830 3,034 1,202 – 3,186 72,071
149
PLUS Expressways Berhad 2010 Annual Report
Net Book
Value at
31 December
2009 (restated) 6,686 17,852 17,978 3,245 55 3,051 279 26,988 76,134
16 PROPERTY, PLANT AND EQUIPMENT (CONTINUED)
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2010 (CONTINUED)

Company Furniture, Fittings, Operation


Telecommunication and Motor Tools and Leasehold
Office Equipment Vehicles Computers Equipment Land Total
RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
Cost
At 1 January 2010 4,589 14,531 7,158 792 100,669 127,738
Additions 413 4,081 1,162 – – 5,656
Disposals – (96) – – – (96)
Written off (26) – – – – (26)
At 31 December 2010 4,976 18,516 8,320 792 100,669 133,272

Accumulated Depreciation
At 1 January 2010 1,466 4,249 5,285 772 3,051 14,823
Charge for the year 811 1,258 849 8 1,017 3,943
Disposals – (46) – – – (46)
Written off (25) – – – – (25)
At 31 December 2010 2,252 5,461 6,134 780 4,068 18,695
Net Book Value at
31 December 2010 2,724 13,055 2,186 12 96,601 114,577

Cost
At 1 January 2009 (restated) 2,583 13,838 6,696 522 100,669 124,308
Additions 2,015 1,288 1,082 10 – 4,394
Disposals – (595) – – – (595)
Written off (9) – (620) – – (629)
Reclassification – – – 260 – 260
At 31 December 2009
(restated) 4,589 14,531 7,158 792 100,669 127,738
150
PLUS Expressways Berhad 2010 Annual Report

Accumulated Depreciation
At 1 January 2009 (restated) 691 3,845 5,013 408 2,034 11,991
Charge for the year 779 628 858 104 1,017 3,386
Disposals – (224) – – – (224)
Written off (4) – (586) – – (590)
Reclassification – – – 260 – 260
At 31 December 2009
(restated) 1,466 4,249 5,285 772 3,051 14,823
Net Book Value at 31
December 2009 (restated) 3,123 10,282 1,873 20 97,618 112,915
17 AMOUNT DUE FROM/(TO) CUSTOMERS ON CONTRACTS

Group
2010 2009
RM’000 RM’000
Costs incurred to date 124,069 –
Add: Attributable profits 53,744 –
177,813 –
Less: Progress billings (161,258) –
16,555 –
Presented as follows:
Gross amount due from customers on contract work 17,629 –
Gross amount due to customers on contract work (1,074) –
16,555 –

Contract revenue 37,947 –


Contract costs 26,646 –
Retention sums on contract included in trade receivables 6,880 –

18 INTANGIBLE ASSETS

Group Company
2010 2009 2010 2009
RM’000 RM’000 RM’000 RM’000
Cost
At 1 January 15,172 13,461 5,390 3,603
Additions 1,828 1,711 1,166 1,787
Acquisition of subsidiary (Note 19(b)) 163 – – –
Written off (62) – – – 151
PLUS Expressways Berhad 2010 Annual Report
At 31 December 17,101 15,172 6,556 5,390

Accumulated Amortisation
At 1 January 11,443 9,794 2,722 1,971
Charge for the year 1,369 1,649 872 751
Acquisition of subsidiary (Note 19(b)) 139 – – –
Written off (62) – – –
At 31 December 12,889 11,443 3,594 2,722
Net Book Value at 1 January 3,729 3,667 2,668 1,632
Net Book Value at 31 December 4,212 3,729 2,962 2,668

Intangible assets consists of computer software and licenses that do not form an integral part of the
related hardwares.
19 INVESTMENTS IN SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2010 (CONTINUED)

Company
2010 2009
RM’000 RM’000
Unquoted shares at cost – In Malaysia 2,010,122 2,166,122
Unquoted shares at cost – Outside Malaysia 192,215 133,879
2,202,337 2,300,001
Fair value adjustment on amount due to/from
subsidiaries (Note 4.3.3(c)) 2,485 –
2,204,822 2,300,001

The subsidiaries are as follows:

Effective Equity Interest


Name Principal Activity 2010 2009

Subsidiaries of PEB

Incorporated in Malaysia

Projek Lebuhraya Utara- Undertake the construction, operation, 100% 100%


Selatan Berhad maintenance and toll collection of NSE,
NKVE, FHR2, and SPDH with a total length
of 846 kilometres

Expressway Lingkaran Undertake the construction, operation, 100% 100%


Tengah Sdn Bhd maintenance and toll collection of the
63-kilometre NSECL and KLIA Expressway

Linkedua (Malaysia) Undertake the construction, operation, 100% 100%


Berhad maintenance and toll collection of the
47-kilometre MSSC

152
PLUS Expressways Berhad 2010 Annual Report

Konsortium Lebuhraya Undertake the construction, operation, 100% 100%


Butterworth-Kulim maintenance and toll collection of the
(KLBK) Sdn Bhd 17-kilometre BKE

PLUS Helicopter Services Provision of helicopter charter services and 100% 100%
Sdn Bhd aerial surveillance of expressways

Teras Teknologi Sdn Bhd Principally involved in investment holding 100% –


and the provision of information technology,
outsourcing, e-commerce service and
internet related services
19 INVESTMENTS IN SUBSIDIARIES (CONTINUED)

The subsidiaries are as follows (Continued):

Effective Equity Interest


Name Principal Activity 2010 2009

Subsidiaries of PEB (Continued)

Incorporated outside Malaysia

PT Lintas Marga Sedaya Design, construction, management, 55% 55%


(Incorporated in financing, operation, maintenance and toll
Indonesia) collection of the 116-kilometre Cikampek-
Palimanan Highway in Indonesia

PT Cimanggis-Cibitung Construction, operation and maintenance 60% 60%


Tollways of the proposed 25.4-kilometre Package 4 -
(Incorporated in Cimanggis-Cibitung Toll Road in Indonesia
Indonesia)

PLUS Kalyan (Mauritius) Investment holding 100% 100%


Private Limited
(Incorporated in
Mauritius)

PLUS Plaza (Mauritius) Investment holding 100% –


Private Limited
(Incorporated in
Mauritius)

PLUS Jetpur (Mauritius) Investment holding 100% –


Private Limited
(Incorporated in
Mauritius)
153
PLUS Expressways Berhad 2010 Annual Report
Subsidiaries of Teras Teknologi Sdn Bhd

Incorporated in Malaysia

Teras Control Systems Engaged in supply, installation and 100% –


Sdn Bhd maintenance of toll systems and equipment
for expressway projects

Teras Research Sdn Bhd Dormant 100% –

Krishost.Com Sdn Bhd Dormant 100% –

MyWeb Online Sdn Bhd Dormant 100% –


19 INVESTMENTS IN SUBSIDIARIES (CONTINUED)
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2010 (CONTINUED)

The subsidiaries are as follows (Continued):

Effective Equity Interest


Name Principal Activity 2010 2009

Subsidiary of PLUS Kalyan

PLUS BKSP Toll Limited Undertake the construction, operation, 94% 94%
(Incorporated in India) maintenance and toll collection of the four
laning of the 22-kilometre BKSP Highway in
the State of Maharashtra, India

Subsidiary of PLUS Plaza

Indu Navayuga Infra Undertake the construction, operation, 49% –


Project Private Limited maintenance and toll collection of the four
(Incorporated in India) laning and strengthening of Padalur to
Trichy section from Km 285 to Km 325 of
NH-45 in the State of Tamil Nadu, India

All companies are audited by member firms of Ernst & Young Global in the respective countries except
for PLUS BKSP, INIPPL, LMS and CCTW.

(a) Incorporations of foreign subsidiaries

On 24 February 2010, the Company incorporated a foreign subsidiary in Port Louis, Mauritius vide
a subscription of 1 ordinary share of USD1.00 representing 100% equity interest in PLUS Plaza for
a cash consideration of USD1.00.

As at 31 December 2010, PEB subscribed 16,400,461 ordinary shares of PLUS Plaza for a cash
consideration of USD16,400,461.

On 26 October 2010, the Company incorporated a foreign subsidiary in Port Louis, Mauritius vide
154
PLUS Expressways Berhad 2010 Annual Report

a subscription of 1 ordinary share of USD1.00 representing 100% equity interest in PLUS Jetpur
for a cash consideration of USD1.00.

On 12 November 2010, PEB subscribed 6,200 ordinary shares of PLUS Jetpur for a cash
consideration of USD6,200.
19 INVESTMENTS IN SUBSIDIARIES (CONTINUED)

(b) Acquisitions of subsidiaries

On 2 June 2010, PLUS Plaza completed the subscription of the First Tranche Shares of 54,880,000
ordinary shares of Rs10.00 each representing 49% equity interest of INIPPL for a cash consideration
of Rs688,500,000 (equivalent to approximately RM52.6 million). Following this, INIPPL has become
a foreign subsidiary of PEB, through its wholly owned subsidiary, PLUS Plaza, where PEB now has
the management control over the business operation of the company as well as majority board
composition pursuant to the Share Purchase Cum Shareholders’ Agreement between PLUS Plaza
and other shareholders of INIPPL.

On 15 June 2010, the Company entered into a Share Sale Agreement with UEM for the acquisition
of 1,000,000 ordinary shares of RM1.00 each representing 100% equity interest in TERAS from
UEM for a total cash consideration of RM44,000,000.

The fair values and carrying amounts of assets acquired and liabilities assumed from the
acquisitions of INIPPL and TERAS are as follows:

Fair values
recognised Acquiree’s
on carrying
Note acquisition amounts
INIPPL RM’000 RM’000
ASSETS
Concession assets 15 275,973 265,578
Property, plant and equipment 16 95 95
Sundry receivables, deposits and prepayments 6,780 6,780
Cash and bank balances 237 237
TOTAL ASSETS 283,085 272,690

155
PLUS Expressways Berhad 2010 Annual Report
LIABILITIES
Borrowing (187,628) (187,628)
Sundry and trade payables (7,449) (7,449)
TOTAL LIABILITIES (195,077) (195,077)
Total net assets 88,008 77,613
Less: Minority interests (43,047)
Group's share of net assets 44,961
Foreign exchange difference 7,670
Consideration settled in cash 52,631
Cash and cash equivalents of subsidiary acquired (237)
Net cash outflow on acquisition 52,394
19 INVESTMENTS IN SUBSIDIARIES (CONTINUED)
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2010 (CONTINUED)

(b) Acquisitions of subsidiaries (Continued)

Fair values
recognised Acquiree’s
on carrying
acquisition amounts
TERAS Note RM’000 RM’000
ASSETS
Property, plant and equipment 16 2,126 2,126
Intangible assets 18 24 24
Deferred tax assets 23 1,358 1,358
Trade receivables 19,900 19,900
Sundry receivables, deposits and prepayments 19,620 19,620
Short term deposits with licensed banks 12,410 12,410
Cash and bank balances 1,611 1,611
Other current assets 15,335 15,335
TOTAL ASSETS 72,384 72,384

LIABILITIES
Trade and sundry payables (27,460) (27,460)
Tax payable (414) (414)
TOTAL LIABILITIES (27,874) (27,874)
Total net assets 44,510 44,510
Less: Negative goodwill on acquisition of TERAS (510)
Consideration settled in cash 44,000
Cash and cash equivalents of subsidiary acquired (14,021)
Net cash outflow on acquisition 29,979
156
PLUS Expressways Berhad 2010 Annual Report
19 INVESTMENTS IN SUBSIDIARIES (CONTINUED)

(b) Acquisitions of subsidiaries (Continued)

The effect of the acquistions on the financial results of the Group from the date of acquisitions to
the reporting date is as follows:

Group
2010
RM’000

Revenue 25,780
Loss for the year (5,776)

The acquisitions of INIPPL and TERAS were completed on 2 June 2010 and 15 June 2010
respectively. However, if the acquisitions of INIPPL and TERAS had occurred on 1 January 2010,
the revenue and profit for the Group would have been RM3,357.2 million and RM1,301.1 million
respectively for the financial year ended 31 December 2010.

(c) Proposed disposal of a subsidiary

On 28 July 2010, the Company had entered into a conditional sale and purchase agreement
with PT Bakrie & Brothers TBK (“Bakrie”) for the disposal by the Company of its entire equity
interest of 60% in CCTW, to Bakrie for a total cash consideration of Rp57,823,830,725 (equivalent
to RM20,122,693). The conditions precedent in the sale and purchase agreement have not been
fulfilled and the proposed disposal of CCTW is expected to be completed in the first half of 2011.
Please see Note 21 for details.

(d) Capital reduction of ELITE

During the financial year, ELITE has completed the reduction of its issued and paid-up ordinary
shares from 294,105,932 ordinary shares of RM1.00 each to 94,105,932 ordinary shares of RM1.00
157
PLUS Expressways Berhad 2010 Annual Report
each, by way of cancellation of RM1.00 of the par value of each of the 200,000,000 issued and paid
up ordinary shares.
20 INVESTMENT IN ASSOCIATES
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2010 (CONTINUED)

Group Company
2010 2009 2010 2009
RM’000 RM’000 RM’000 RM’000

Unquoted shares at cost - In Malaysia 33,407 – 33,407 –


Unquoted shares at cost - Outside
Malaysia 18 – – –
33,425 – 33,407 –
Share of post-acquisition reserves 2,459 – – –
35,884 – 33,407 –

(a) Acquisition of an associate

On 11 June 2010, the Company had acquired 20% equity interest in TnG from UEM Land Holdings,
a subsidiary of UEM, for a total cash consideration of RM33,406,680.

(b) Subscription of share in foreign associate

On 15 November 2010, PLUS Jetpur subscribed 26,000 ordinary shares of Rs10.00 each
representing 26% equity interest in JSHL for a total cash consideration of Rs260,000 (equivalent
to approximately RM18,000).

158
PLUS Expressways Berhad 2010 Annual Report
20 INVESTMENT IN ASSOCIATES (CONTINUED)

Details of the associates are as follows:

Effective Equity Interest


Name Principal Activity 2010 2009

Incorporated in Malaysia

Touch ‘n Go Sdn Bhd TnG is a company primarily involved in 20% –


providing contactless means of fare
payment services via a pre-paid e-payment
card known as Touch ‘n Go.

Incorporated outside Malaysia

Jetpur-Somnath Highway To c a r r y o n b u s i n e ss o f d e s i g n , 26% –


Limited (Incorporated in engineering, procurement, construction,
India) maintenance, management, operations
and toll collections and to augment the
existing route from Km 0 to Km 127 on
Jetpur-Somnath section of NH-8D in
the State of Gujarat, India by four laning
on Design, Build, Finance, Operate and
Transfer basis.

The summarised financial statements of the associates, not adjusted for the proportion of ownership
interest held by the Group, is as follows:

Group
2010
RM’000
ASSETS AND LIABILITIES
159
PLUS Expressways Berhad 2010 Annual Report
Total assets 297,933
Total liabilities 246,397

RESULTS
Revenue 104,905
Profit for the year 20,237
21 DISPOSAL GROUP CLASSIFIED AS HELD FOR SALE
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2010 (CONTINUED)

As mentioned in Note 19(c), the Company announced the proposed disposal of CCTW. Accordingly,
the assets, liabilities and other reserve of CCTW have been presented in the Statements of Financial
Position as at 31 December 2010 as “Assets of disposal group classified as held for sale”, “Liabilities
directly associated with disposal group classified as held for sale” and “Reserve of disposal group
classified as held for sale”, detailed as follows:

Group
Note RM’000
ASSETS
Concession assets 15 660
Deferred tax assets 23 7
Sundry receivables, deposits and prepayments 6,739
Short term investment 19,718
Short term deposits with licenced banks 341
Cash and bank balances 4,160
Assets of disposal group classified as held for sale 31,625

LIABILITIES
Sundry payables and accruals (67)
Liabilities directly associated with disposal group classified
as held for sale (67)
Net assets of disposal group classified as held for sale 31,558
RESERVE
Other non-distributable reserve (477)

The non-current assets classified as held for sale on the Company’s statements of financial position
as at 31 December 2010 is as follows:
160
PLUS Expressways Berhad 2010 Annual Report

Company
RM’000
ASSETS
Investment in subsidiary 17,760
22 INVESTMENT SECURITIES

Group
2010 2009
RM’000 RM’000
Held-to-maturity investments
Unquoted private debt securities, at cost 100,000 115,000
Add: Premium 1,277 1,638
Less: Discount amortised (5,788) (7,446)
95,489 109,192
Structured products 50,000 50,000
Total other investments 145,489 159,192
Indicative market value of unquoted private debt securities 97,756 111,673
Indicative fair value of structured products 48,020 46,810

Maturity profile of investment securities is disclosed in Note 44.

23 DEFERRED TAXATION

Group Company
2010 2009 2010 2009
RM’000 RM’000 RM’000 RM’000

At 1 January (798,463) (381,085) 7,890 4,898


Recognised in the income statements
(Note 12) (157,460) (417,427) (6,704) 2,992
Acquisition of subsidiary (Note 19(b)) 1,358 – – –
161
PLUS Expressways Berhad 2010 Annual Report
Disposal group classified as held for sale
(Note 21) (7) – – –
Translation difference (26) 49 – –
At 31 December (954,598) (798,463) 1,186 7,890
Presented after appropriate offsetting as
follows:
Deferred tax assets 3,023 8,316 1,186 7,890
Deferred tax liabilities (957,621) (806,779) – –
(954,598) (798,463) 1,186 7,890
23 DEFERRED TAXATION (CONTINUED)
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2010 (CONTINUED)

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
Unabsorbed difference on
Unabsorbed capital property, plant
tax losses allowance and equipment Provisions Total
RM’000 RM’000 RM’000 RM’000 RM’000
At 1 January 2010 156,245 189,151 4,240 312,377 662,013
Recognised in the income
statements (90,346) (19,157) (7,372) (290,287) (407,162)
Acquisition of subsidiary
(Note 19(b)) – – – 1,358 1,358
Disposal group classified as
held for sale (Note 21) – (7) – – (7)
Translation difference – – – (26) (26)
At 31 December 2010 65,899 169,987 (3,132) 23,422 256,176

At 1 January 2009 232,904 492,171 1,150 261,510 987,735


Recognised in the income
statements (76,659) (303,020) 3,090 50,816 (325,773)
Translation difference – – – 51 51
At 31 December 2009 156,245 189,151 4,240 312,377 662,013

162
PLUS Expressways Berhad 2010 Annual Report
23 DEFERRED TAXATION (CONTINUED)

Deferred Tax Liabilities of the Group:

Timing
Unabsorbed Timing difference on
capital difference on property, plant
allowance EDE and equipment Provisions Total
RM’000 RM’000 RM’000 RM’000 RM’000
At 1 January 2010 21,083 (1,481,542) (17) – (1,460,476)
Recognised in the income
statements (21,083) (45,525) (45,046) 361,356 249,702
At 31 December 2010 – (1,527,067) (45,063) 361,356 (1,210,774)

At 1 January 2009 21,083 (1,389,862) (41) – (1,368,820)


Recognised in the income
statements – (91,680) 24 – (91,656)
At 31 December 2009 21,083 (1,481,542) (17) – (1,460,476)

Deferred tax assets have not been recognised in respect of the following items:

Group
2010 2009
RM’000 RM’000

Unused tax losses 533,770 526,373


Unabsorbed capital allowances 768,220 713,268
1,301,990 1,239,641

163
PLUS Expressways Berhad 2010 Annual Report
The unused tax losses and unabsorbed capital allowances of the Group are in respect of a subsidiary
in Malaysia and have not been recognised due to uncertainty of its recovery arising from historical
losses. The availability for offsetting against future taxable profits of the respective entities within the
Group is subject to no substantial change in shareholdings of those entities under the Income Tax Act,
1967 and guidelines issued by the tax authority.
23 DEFERRED TAXATION (CONTINUED)
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2010 (CONTINUED)

Deferred Tax Assets of the Company:

Timing
difference
on property,
plant
and
equipment Provisions Total
RM’000 RM’000 RM’000
At 1 January 2010 (3,130) 11,020 7,890
Recognised in the income statements (324) (6,380) (6,704)
At 31 December 2010 (3,454) 4,640 1,186

At 1 January 2009 (2,287) 7,185 4,898


Recognised in the income statements (843) 3,835 2,992
At 31 December 2009 (3,130) 11,020 7,890

24 TOLL COMPENSATION RECOVERABLE FROM THE GOVERNMENT

Group
2010 2009
RM’000 RM’000

At 1 January, as previously stated 2,604,068 2,013,767


Less: Remeasurement on adoption of FRS 139 (305,969) –
At 1 January, as restated 2,298,099 2,013,767
Accretion of interest arising from cumulative fair value adjustments 92,805 –
Toll compensation revenue for the year 885,332 813,062
164
PLUS Expressways Berhad 2010 Annual Report

Fair value adjustment on toll compensation revenue for the year (113,209) –
Compensation received/recognised (178,878) (210,424)
Set off against toll revenue sharing (13,256) –
Set off against income tax payable of PLUS (Note 33) (328,675) (12,337)
At 31 December 2,642,218 2,604,068

Analysed as:
Toll compensation recoverable within 12 months 181,872 117,879
Toll compensation recoverable after 12 months 2,460,346 2,486,189
Total toll compensation recoverable 2,642,218 2,604,068
25 TRADE AND SUNDRY RECEIVABLES, DEPOSITS AND PREPAYMENTS

Group Company
2010 2009 2010 2009
RM’000 RM’000 RM’000 RM’000

Trade receivables 10,324 – – –

Sundry receivables 47,478 68,783 2,180 1,582


Less: Allowance for doubtful debts (1,747) (353) (104) –
45,731 68,430 2,076 1,582
Deposits and prepayments 10,646 9,258 3,758 4,317
56,377 77,688 5,834 5,899

The Group has no significant concentration of credit risk that may arise from exposures to any group
of debtors.

The trade and sundry receivables are non-interest bearing and are generally on 30 to 90 days (2009:
30 to 90 days) terms.

Ageing analysis of trade receivables


Group
2010 2009
RM’000 RM’000

Neither past due not impaired 2,378 –


1 to 30 days past due not impaired 1,346 –
31 to 60 days past due not impaired 4,532 –
61 to 90 days past due not impaired 2,068 –
165
PLUS Expressways Berhad 2010 Annual Report
10,324 –
26 HOLDING, SUBSIDIARIES AND RELATED COMPANIES
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2010 (CONTINUED)

Group Company
Note 2010 2009 2010 2009
RM’000 RM’000 RM’000 RM’000
Current
Amount owing by:
– immediate holding company (i) 500 – – –
– subsidiaries (ii) – – 73,793 573,269
– related companies (iii) 45,969 1,937 124 131
Amount owing to:
– immediate holding company (i) (4,492) (4,255) (777) (796)
– subsidiaries (ii) – – (15) –
– related companies (iii) (88,700) (86,406) (614) (826)

Non-current
Amount owing by subsidiary (ii) – – 43,716 65,378
Amount owing to immediate
holding company (i) (3,422) (6,885) – –
Amount owing to subsidiary (ii) – – (64,535) (84,850)

The Directors regard UEM, which is incorporated in Malaysia and owns 38.51% of the Company’s
equity as at 31 December 2010, as the immediate holding company. The ultimate holding company is
Khazanah, a company incorporated in Malaysia.

(i) Amount owing by/(to) immediate holding company

The amount owing by/(to) immediate holding company is trade in nature except amount owing to
UEM totalling RM777,208 (2009: RM796,298) which is non-trade in nature.

The amount owing is non-interest bearing. The non-current amount owing is payable only after
166
PLUS Expressways Berhad 2010 Annual Report

PLUS has repaid all amounts borrowed from financial institutions.


26 HOLDING, SUBSIDIARIES AND RELATED COMPANIES (CONTINUED)

(ii) Subsidiaries

The current amount owing by/(to) subsidiaries are non-trade in nature, non-interest bearing and
repayable on demand.

The non-current amount owing to subsidiary, PLUS, is payable from 31 December 2008 until 31
December 2016 in nine fixed annual installments.

The non-current amount owing by subsidiary, KLBK, 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. The amount is not
repayable within the next twelve months.

(iii) Related companies

Related companies in these financial statements refer to members of Khazanah group of


companies. The amounts owing by/(to) related companies are trade in nature, non-interest
bearing and repayable on demand.

27 SHORT TERM INVESTMENTS

Group Company
2010 2009 2010 2009
RM’000 RM’000 RM’000 RM’000

Held-to-maturity investments
Commercial Papers/Medium Term Notes
(“MTNs”) 50,000 70,000 10,000 25,000
Add: Premium 3 – – –
167
PLUS Expressways Berhad 2010 Annual Report
Less: Discount (70) (64) (4) (32)
49,933 69,936 9,996 24,968
Structured products – 60,000 – –
49,933 129,936 9,996 24,968
Indicative market value of Commercial
Papers/MTNs 50,287 69,710 9,995 21,813
Indicative market value of structured
products – 59,213 – –
28 LONG TERM AND SHORT TERM DEPOSITS WITH LICENSED BANKS AND CASH AND BANK
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2010 (CONTINUED)

BALANCES

Group Company
Note 2010 2009 2010 2009
RM’000 RM’000 RM’000 RM’000
Current
Islamic short term deposits (i) 2,828,609 2,434,444
Conventional short term
deposits
– Proceeds Account (ii) 19,402 19,210 – –
– Others 592,112 397,752 281,028 163,029
3,440,123 2,851,406 281,028 163,029
Cash and bank balances
– Proceeds Account (ii) 1 2 – –
– Others 38,411 32,122 15,000 325
38,412 32,124 15,000 325
Total cash and cash equivalents 3,478,535 2,883,530 296,028 163,354
Non-current
Long term deposits (iii) 20,946 501 20,480 –

(i) Certain Islamic short term deposits amounting to RM990.23 million (2009: RM995.28 million) are
held under the Finance Service Reserve Account and Maintenance Reserve Account pursuant to
the borrowings’ covenants and restrictions as set out in Notes 34 and 37.

Also included in Islamic short term deposits placed is an amount of RM1.98 million (2009: RM1.98
million) which has been pledged as security for a performance bond by a subsidiary as set out in
Note 37.

168
PLUS Expressways Berhad 2010 Annual Report

(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 41.

(iii) This relates to PEB’s long term deposit of Rs31.05 crores (equivalent to RM22.0 million at
transaction date) in the Escrow Account, being consideration for the Second Tranche Shares of
25% of INIPPL’s share capital, pursuant to one of the conditions precedent in the Share Purchase
Cum Shareholders’ Agreement dated 22 January 2010. Upon third anniversary of the commercial
operation date, the Second Tranche Shares of 25% shall be transferred to PLUS Plaza.

Also in the long term deposit is PLUS BKSP’s placement with a licensed bank for the purpose of
obtaining performance guarantee for its concession.
29 SHARE CAPITAL

Group and Company


2010 2009
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

30 OTHER RESERVES

The breakdown and movement of other non-distributable reserves are as follows:

Non-distributable: Foreign
Group Capital currency
redemption Share Merger translation Capital
reserve premium reserve reserve reserve Total
RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
(a) (b) (c) (d) (e)
At 1 January 2010, as
previously stated 10,000 451,138 298,834 (7,664) – 752,308
FRS 139 remeasurement
of non-current amount
owing to immediate
holding company – – – – 3,657 3,657
At 1 January 2010, as
restated 10,000 451,138 298,834 (7,664) 3,657 755,965
169
PLUS Expressways Berhad 2010 Annual Report
Foreign currency
translation – – – (15,167) – (15,167)
Transfer to reserve
attributable to disposal
group classified as held
for sale (Note 21) – – – 477 – 477
At 31 December 2010 10,000 451,138 298,834 (22,354) 3,657 741,275

At 1 January 2009 10,000 451,138 298,834 (20,312) – 739,660


Foreign currency
translation – – – 12,648 – 12,648
At 31 December 2009, as
restated 10,000 451,138 298,834 (7,664) – 752,308
30 OTHER RESERVES (CONTINUED)
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2010 (CONTINUED)

The nature and purpose of each category of reserve are as follows:

(a) The capital redemption reserve arose upon the redemption by PLUS of Redeemable Convertible
Cumulative Preference Shares in 1999.

(b) 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.

(c) The merger reserve of RM298 million represents the excess of the nominal value of shares of the
Company issued over the nominal value of the shares acquired upon acquisition of subsidiaries
in 2002 which were accounted for under the merger method.

(d) 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.

(e) The capital reserve represents the difference between the fair value and cost of the interest-free
non-current amount owing to the immediate holding company as at 1 January 2010 on adoption
of FRS 139.

31 RETAINED EARNINGS

The Company elected to pay dividends under the single tier system in 2008. The Company will be able
to distribute dividends out of its entire retained earnings as at 31 December 2010 under the single tier
system.

In addition, as at 31 December 2010, PLUS has tax exempt profits available for distribution of
approximately RM4,677 million (2009: RM4,677 million).
170
PLUS Expressways Berhad 2010 Annual Report

32 TRADE PAYABLES

Group Company
2010 2009 2010 2009
RM’000 RM’000 RM’000 RM’000

Trade payables 60,709 35,454 – –

Payables are non-interest bearing and are normally settled on 30 to 60 days (2009: 30 to 60 days)
terms.
33 CURRENT TAX PAYABLE

Group
2010 2009
RM’000 RM’000

Current tax payable before set off 330,301 13,144


Set off against toll compensation recoverable from the Government
(Note 24) (328,675) (12,337)
At 31 December 1,626 807

Following the expiry of PLUS’s tax exemption period in 2006, PLUS’s income is subject to tax. 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).

34 LONG TERM AND SHORT TERM FINANCIAL LIABILITIES

Group Company
Note 2010 2009 2010 2009
RM’000 RM’000 RM’000 RM’000
Long Term Financial Liabilities

PEB
PLUS SPV Sukuk (a)(i) 1,429,054 1,377,021 1,429,054 1,377,021

PLUS
Senior Sukuk (a)(ii) 1,350,000 1,900,000 – –
Sukuk Series 1 (a)(iii) 1,491,547 1,764,492 – –
171
PLUS Expressways Berhad 2010 Annual Report
Sukuk Series 2 (a)(iv) 1,507,544 1,411,799 – –
Sukuk Series 3 (a)(v) 1,821,749 1,282,307 – –

ELITE
Seafield Sukuk (a)(vi) 862,137 859,566 – –

KLBK
BAIDS (a)(vii) 167,534 167,850 – –

At 31 December 8,629,565 8,763,035 1,429,054 1,377,021


34 LONG TERM AND SHORT TERM FINANCIAL LIABILITIES (CONTINUED)
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2010 (CONTINUED)

Group
Note 2010 2009
RM’000 RM’000
Short Term Financial Liabilities

PLUS
Senior Sukuk (a)(ii) 550,000 550,000
Sukuk Series 1 (a)(iii) 384,016 –

KLBK
BAIDS (a)(vii) 4,943 7,917

At 31 December 938,959 557,917

PEB

(a)(i) PLUS SPV Sukuk


Group and Company
2010 2009
RM’000 RM’000

Principal 1,317,024 1,317,024


Accreted profit element 112,030 59,997
1,429,054 1,377,021

The PLUS SPV Sukuk are constituted by a Trust Deed dated 13 June 2008 entered into by PLUS
172 SPV Berhad as the Issuer and the Trustee for the holders of the PLUS SPV Sukuk.
PLUS Expressways Berhad 2010 Annual Report

PEB through an independent special purpose company, PLUS SPV Berhad (whose shares are
held by a share trustee for and on behalf of charitable organisations), had until December
2010 issued RM1.8 billion nominal value PLUS SPV Sukuk under a medium term notes
programme of up to RM4 billion nominal value PLUS SPV Sukuk based on the Islamic principle
of Musyarakah to investors identified via a book-building process. The PLUS SPV Sukuk were
issued in 13 series, with maturities commencing from 2013 to 2019. The yield to maturity
ranges from 5.55% to 7.55% per annum and is compounded semi-annually.

The profit rate is 2% per annum and the profit is payable semi-annually on each series of the
PLUS SPV Sukuk.
34 LONG TERM AND SHORT TERM FINANCIAL LIABILITIES (CONTINUED)

PEB (CONTINUED)

(a)(i) PLUS SPV Sukuk (Continued)

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) a
 ll 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).

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 tenure 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
173
PLUS Expressways Berhad 2010 Annual Report
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 36, ‘Maturity Profile of Bonds and
Borrowings’.

The relevant details of the security arrangements are stated in Note 37, ‘Security Arrangements
of Bonds and Borrowings’.
34 LONG TERM AND SHORT TERM FINANCIAL LIABILITIES (CONTINUED)
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2010 (CONTINUED)

PLUS

(a)(ii) Senior Sukuk


Group
2010 2009
RM’000 RM’000

Repayable within 12 months 550,000 550,000


Repayable after 12 months 1,350,000 1,900,000
1,900,000 2,450,000

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 was 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
174
PLUS Expressways Berhad 2010 Annual Report

BAIDS as held by them at a certain cut off date.

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) P
 LUS 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
34 LONG TERM AND SHORT TERM FINANCIAL LIABILITIES (CONTINUED)

PLUS (CONTINUED)

(a)(ii) Senior Sukuk (Continued)

(iii) P
 LUS 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 6 months. 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 36, ‘Maturity Profile of Bonds and
Borrowings’.

The relevant details of the security arrangements are stated in Note 37, ‘Security Arrangements
of Bonds and Borrowings’.

(a)(iii) Sukuk Series 1


Group
2010 2009
RM’000 RM’000

Sukuk Series 1 1,148,930 1,148,930


Accreted profit element 726,633 615,562
1,875,563 1,764,492

Repayable within 12 months 384,016 –


Repayable after 12 months 1,491,547 1,764,492
175
PLUS Expressways Berhad 2010 Annual Report
1,875,563 1,764,492

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.
34 LONG TERM AND SHORT TERM FINANCIAL LIABILITIES (CONTINUED)
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2010 (CONTINUED)

PLUS (CONTINUED)

(a)(iii) Sukuk Series 1 (Continued)

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
yield to maturity ranges from 5.75% to 6.95% per annum and is compounded semi-annually.

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 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.

The maturity profile of Sukuk Series 1 is analysed in Note 36, ‘Maturity Profile of Bonds and
Borrowings’.

The relevant details of the security arrangements are stated in Note 37, ‘Security Arrangements
of Bonds and Borrowings’.

(a)(iv) Sukuk Series 2


Group
2010 2009
RM’000 RM’000

Sukuk Series 2 1,047,972 1,047,972


Accreted profit element 459,572 363,827
1,507,544 1,411,799
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PLUS Expressways Berhad 2010 Annual Report

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.
34 LONG TERM AND SHORT TERM FINANCIAL LIABILITIES (CONTINUED)

PLUS (CONTINUED)

(a)(iv) Sukuk Series 2 (Continued)

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 yield to
maturity 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 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.

The maturity profile of Sukuk Series 2 is analysed in Note 36, ‘Maturity Profile of Bonds and
Borrowings’.

The relevant details of the security arrangements are stated in Note 37, ‘Security Arrangements
of Bonds and Borrowings’.

(a)(v) Sukuk Series 3


Group
2010 2009
RM’000 RM’000

Sukuk Series 3 1,561,543 1,118,483


Accreted profit element 260,206 163,824
177
PLUS Expressways Berhad 2010 Annual Report
1,821,749 1,282,307

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, fourth and fifth tranche with a
nominal value of RM700 million, RM600 million and RM1,000 million on 29 May 2008, 29 May
2009 and 31 May 2010 respectively. All three tranches were issued 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.
34 LONG TERM AND SHORT TERM FINANCIAL LIABILITIES (CONTINUED)
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2010 (CONTINUED)

PLUS (CONTINUED)

(a)(v) Sukuk Series 3 (Continued)

The yield to maturity ranges from 5.90% 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 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.

The maturity profile of Sukuk Series 3 is analysed in Note 36, ‘Maturity Profile of Bonds and
Borrowings’.

The relevant details of the security arrangements are stated in Note 37, ‘Security Arrangements
of Bonds and Borrowings’.

ELITE

(a)(vi) Seafield Sukuk


178
PLUS Expressways Berhad 2010 Annual Report

Group
2010 2009
RM’000 RM’000

Principal 921,904 921,904


Accreted profit element 2,215 798
Unamortised premium on redemption (61,982) (63,136)
862,137 859,566

The Seafield Sukuk is constituted by the Trust Deed dated 5 May 2009 entered into by Seafield
Capital Berhad (“Seafield”) as the Issuer and Universal Trustee (Malaysia) Berhad, as the
Trustee for the holders of the Seafield Sukuk.
34 LONG TERM AND SHORT TERM FINANCIAL LIABILITIES (CONTINUED)

ELITE (CONTINUED)

(a)(vi) Seafield Sukuk (Continued)

Seafield was incorporated in Malaysia on 28 December 2007 under the Companies Act, 1965
as a special purpose company whose shares are held by a share trustee for and on behalf of
charitable organisation. Its principal activity is to undertake the issue of Islamic securities in
accordance with the Syariah principles.

ELITE, through Seafield, had on 27 May 2009 issued RM950 million nominal value Seafield
Sukuk under the medium term notes programme of up to RM1.5 billion nominal value Seafield
Sukuk based on the Islamic Principle of Musyarakah. The Seafield Sukuk were issued in 9
series with maturities commencing from 2018 to 2026.

The proceeds from this issuance, of RM921.9 million were used to replace the outstanding
ELITE BAIDS of RM640 million together with the associated accrued profit and premium,
to fund the fees and expenses under the Islamic MTN Programme, general funding, capital
expenditure and working capital requirements of ELITE.

The profit rate for the Seafield Sukuk ranges from 6.00% to 7.35% and are paid semi-annually
on each series of the Seafield Sukuk.

The terms of the Seafield Sukuk contain various covenants including the following:

(i)  nder the Purchase Undertaking dated 5 May 2009, ELITE shall, as long as the Seafield
U
Sukuk shall remain outstanding, ensure that the Finance Service Cover Ratio (“FSCR”)
at each calculation date shall not be less than 1.25 times throughout the tenure of the
Islamic MTN Programme. The FSCR shall be at least 2.00 times prior to any payment or
declaration of dividend, or any advances; and

(ii) E
 LITE shall open and maintain a Syariah compliant Finance Service Reserve Account
179
PLUS Expressways Berhad 2010 Annual Report
(“FSRA”) and ensure that funds shall be deposited into and maintained in the FSRA with
an amount equivalent to the next six (6) months finance service due under the Seafield
Sukuk.

The terms of the Trust Deed prescribes that in the event of default, the nominal amount
outstanding of the Seafield Sukuk will become immediately due and payable.

The maturity profile of Seafield Sukuk is analysed in Note 36, ‘Maturity Profile of Bonds and
Borrowings’.

The relevant details of the security arrangements are stated in Note 37, ‘Security Arrangements
of Bonds and Borrowings’.
34 LONG TERM AND SHORT TERM FINANCIAL LIABILITIES (CONTINUED)
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2010 (CONTINUED)

KLBK

(a)(vii) BAIDS
Group
2010 2009
RM’000 RM’000

BAIDS 150,177 159,052


Accreted profit element 22,300 16,715
172,477 175,767

Repayable within 12 months 4,943 7,917


Repayable after 12 months 167,534 167,850
172,477 175,767

The KLBK BAIDS are constituted pursuant to a Trust Deed between KLBK and Malaysian
Trustees Berhad dated 5 July 2005. KLBK issued RM247 million secured Primary BAIDS based
on the Islamic financing principle of Bai Bithaman Ajil.

The Primary BAIDS comprise 25 series, with total proceeds of RM173.18 million and redemption
value of RM247 million maturing annually from year 2006 to year 2022. The yield to maturity
ranges from 4.00% to 9.00% per annum and is compounded semi-annually. 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% per annum and the profit is payable
semi-annually on each series of the Primary BAIDS. The Secondary BAIDS have a face value
of RM119.54 million.

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
180
PLUS Expressways Berhad 2010 Annual Report

year it is incurred.

The maturity profile of KLBK BAIDS is analysed in Note 36, ‘Maturity Profile of Bonds and
Borrowings’.

The relevant details of the security arrangements are stated in Note 37, ‘Security Arrangements
of Bonds and Borrowings’.
35 LONG TERM AND SHORT TERM BORROWINGS AND AMOUNT DUE TO GOVERNMENT

Group
Note 2010 2009
RM’000 RM’000

Long Term Borrowings (A) 1,824,805 1,654,284


Short Term Borrowings (B) 140,945 23,947
Amount due to Government (C) 38,096 38,096
2,003,846 1,716,327
(A) Long Term Borrowings
ELITE
Government Loans
– Amount drawndown 89,916 89,916
– Additional Government Loan 300,000 300,000
(a)(i) 389,916 389,916
LINKEDUA
Government Loan
– Principal and capitalised interest 1,161,985 1,074,320
– Accrued interest 94,818 87,664
(a)(ii) 1,256,803 1,161,984
PLUS BKSP
Term Loans (a)(iii) – 102,384

INIPPL
Term Loan (a)(iv) 178,086 –
Total Long Term Borrowings 1,824,805 1,654,284
181
PLUS Expressways Berhad 2010 Annual Report
(B) Short Term Borrowings
PLUS BKSP
Term Loans (a)(iii) 2,254 23,947
Commercial Paper (b)(i) 131,844 –

INIPPL
Term Loan (a)(iv) 6,847 –
Total Short Term Borrowings 140,945 23,947

(C) ELITE
Amount due to Government (c)(i) 38,096 38,096
35 LONG TERM AND SHORT TERM BORROWINGS AND AMOUNT DUE TO GOVERNMENT
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2010 (CONTINUED)

(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.

The maturity profile of the ELITE’s Government Loans is analysed in Note 36, ‘Maturity Profile
of Bonds and Borrowings’.

The relevant details of the security arrangements are stated in Note 37, ‘Security Arrangements
of Bonds and Borrowings’.

LINKEDUA

(a)(ii) Government Loan

LINKEDUA’s Government Loan is repayable in 13 semi-annual instalments ranging from RM58


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PLUS Expressways Berhad 2010 Annual Report

million to RM346 million commencing from 14 June 2014 and bears interest at rate of 8% per
annum.

The maturity profile of the LINKEDUA’s Government Loan is analysed in Note 36, ‘Maturity
Profile of Bonds and Borrowings’.

The relevant details of the security arrangements are stated in Note 37, ‘Security Arrangements
of Bonds and Borrowings’.
35 LONG TERM AND SHORT TERM BORROWINGS AND AMOUNT DUE TO GOVERNMENT
(CONTINUED)

PLUS BKSP

(a)(iii) Term Loans

PLUS BKSP has secured a term loan and additional term loan, denominated in Indian Rupees,
which bears interest rate of 12.25% per annum and 13.25% respectively. Both term loans are
secured by future toll collection of PLUS BKSP.

The term loans have been refinanced with a Rs192 crores Commercial Paper facility
(“Commercial Paper”) in October 2010, the details of which are disclosed in Note 35 b(i).

INIPPL

(a)(iv) Term Loan

The term loan is constituted by a Common Rupee Loan Agreement dated 18 November 2006
entered into by INIPPL as the borrower, Canara Bank as the lender’s agent, security trustee
and the lenders.

The loan is denominated in Indian Rupees amounting to Rs266 crores and the interest rate is
at 12.25% per annum.

The maturity profile of INIPPL term loan is analysed in Note 36, ‘Maturity Profile of Bonds and
Borrowings’.

The relevant details of the security arrangements are stated in Note 37, ‘Security Arrangements
of Bonds and Borrowings’.

(b)(i) Commercial Paper

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PLUS Expressways Berhad 2010 Annual Report
The Commercial Paper was issued on 25 October 2010, with a nominal value of Rs192 crores
and a yield to maturity of 10.00% per annum, amounting to Rs192 crores with proceeds amount
of Rs174.5 crores, and constituted by Letter of Offer, Deal Confirmation Note and Issuing and
Paying Agency Agreement entered into between PLUS BKSP and Axis Bank, in its capacity as
an Issuing and Paying Agent.

The Commercial Paper was issued to refinance the existing debts and fulfilling working capital
requirement of PLUS BKSP and will mature on 4 October 2011.

The maturity profile of the Commercial Paper is analysed in Note 36, ‘Maturity Profile of Bonds
and Borrowings’.

The relevant details of the security arrangements are stated in Note 37, ‘Security Arrangements
of Bonds and Borrowings’.
35 LONG TERM AND SHORT TERM BORROWINGS AND AMOUNT DUE TO GOVERNMENT
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2010 (CONTINUED)

(CONTINUED)

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 Reimbursable Land Costs
(ii) On or before 31 December 2016 25% of Reimbursable Land Costs
(iii) On or before 31 December 2017 25% of Reimbursable Land Costs
(iv) On or before 31 December 2018 25% of Reimbursable Land Costs

As at 31 December 2010, the amount payable to the Government was RM38,095,662 (2009:
RM38,095,662).

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36 MATURITY PROFILE OF BONDS AND BORROWINGS

Amounts outstanding and repayable as at 31 December 2010 and 31 December 2009 of the Group are
tabulated as follows:

Within Between 1 Between 2 After


Note 1 year and 2 years and 5 years 5 years Total
RM’000 RM’000 RM’000 RM’000 RM’000
2010

PEB
PLUS SPV Sukuk 34(a)(i) – – 569,695 859,359 1,429,054

PLUS
Senior Sukuk 34(a)(ii) 550,000 350,000 800,000 200,000 1,900,000
Sukuk Series 1 34(a)(iii) 384,016 361,691 951,185 178,671 1,875,563
Sukuk Series 2 34(a)(iv) – – – 1,507,544 1,507,544
Sukuk Series 3 34(a)(v) – – – 1,821,749 1,821,749

ELITE
Seafield Sukuk 34(a)(vi) – – – 862,137 862,137
Government Loans 35(a)(i) – – 389,916 – 389,916

LINKEDUA
Government Loan 35(a)(ii) – – 877,613 379,190 1,256,803

KLBK
BAIDS 34(a)(vii) 4,943 5,775 29,653 132,106 172,477

PLUS BKSP
Term Loans 35(a)(iii) 2,254 – – – 2,254
Commercial Paper 35(b)(i) 131,844 – – – 131,844
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PLUS Expressways Berhad 2010 Annual Report
INIPPL
Term Loan 35(a)(iv) 6,847 5,047 32,034 141,005 184,933
1,079,904 722,513 3,650,096 6,081,761 11,534,274
36 MATURITY PROFILE OF BONDS AND BORROWINGS (CONTINUED)
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2010 (CONTINUED)

Amounts outstanding and repayable as at 31 December 2010 and 31 December 2009 of the Group are
tabulated as follows (Continued):

Within Between 1 Between 2 After


Note 1 year and 2 years and 5 years 5 years Total
RM’000 RM’000 RM’000 RM’000 RM’000
2009

PEB
PLUS SPV Sukuk 34(a)(i) – – 345,044 1,031,977 1,377,021

PLUS
Senior Sukuk 34(a)(ii) 550,000 550,000 950,000 400,000 2,450,000
Sukuk Series 1 34(a)(iii) – 362,766 958,323 443,403 1,764,492
Sukuk Series 2 34(a)(iv) – – – 1,411,799 1,411,799
Sukuk Series 3 34(a)(v) – – – 1,282,307 1,282,307

ELITE
Seafield Sukuk 34(a)(vi) – – – 859,566 859,566
Government Loans 35(a)(i) – – – 389,916 389,916

LINKEDUA
Government Loan 35(a)(ii) – – 340,066 821,918 1,161,984

KLBK
BAIDS 34(a)(vii) 7,917 4,841 21,766 141,243 175,767

PLUS BKSP
Term Loans 35(a)(iii) 23,947 25,434 76,950 - 126,331
581,864 943,041 2,692,149 6,782,129 10,999,183
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PLUS Expressways Berhad 2010 Annual Report
37 SECURITY ARRANGEMENTS OF BONDS AND BORROWINGS

The security arrangements as at 31 December 2010 in connection with the Group’s bonds and
borrowings 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.

(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).
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(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.
37 SECURITY ARRANGEMENTS OF BONDS AND BORROWINGS (CONTINUED)
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2010 (CONTINUED)

(ii) Security arrangement for Senior Sukuk (Continued)

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.

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.
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37 SECURITY ARRANGEMENTS OF BONDS AND BORROWINGS (CONTINUED)

(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 Cashflow 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.

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PLUS Expressways Berhad 2010 Annual Report
(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
Cashflow 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.
37 SECURITY ARRANGEMENTS OF BONDS AND BORROWINGS (CONTINUED)
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2010 (CONTINUED)

(iv) Security arrangements for Sukuk Series 2 (Continued)

Determination of the Cashflow 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
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PLUS Expressways Berhad 2010 Annual Report

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.
37 SECURITY ARRANGEMENTS OF BONDS AND BORROWINGS (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
Cashflow 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 thirty (30) days prior to the maturity date of
the relevant series of the Sukuk Series 3.

Determination of the Cashflow 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.

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PLUS Expressways Berhad 2010 Annual Report
37 SECURITY ARRANGEMENTS OF BONDS AND BORROWINGS (CONTINUED)
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2010 (CONTINUED)

(v) Security arrangements for Sukuk Series 3 (Continued)

“Determination Period” means the period beginning six (6) months and sixty five (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 2 Maturity Date


Charged Amounts (years from the
(RM million) Issue date)

1 675.0 14

2 700.0 15

3 700.0 14

4 600.0 14

5 1,000.0 14

Total 3,675.0

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.

(vi) Security arrangements for ELITE’s Seafield Sukuk, Government Loan and Additional Government
Loan

The security arrangements in connection with ELITE’s Seafield Sukuk, Government Loan and
Additional Government Loan (collectively referred to as the “Secured Indebtedness”) are as
follows:

(a) Debenture incorporating a first fixed and floating charge on the assets of ELITE, both present
and future;
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PLUS Expressways Berhad 2010 Annual Report

(b) Assignment of all ELITE’s contractual rights, interests, title, and benefits in and to the
Concession Agreement and any other amendment(s) or variation(s) thereof and addition(s)
thereto from time to time executed supplemental thereto on in substitution thereof, the
Project Documents and proceeds therefrom - for the avoidance of doubt, this interest of the
Sukukholders shall not be shared with the Government;

(c) Assignment of ELITE’s contractual rights, interests, titles, and benefits in the performance
bonds and the proceeds therefrom, where such performance bonds are secured to the
Government in accordance with the Concession Agreement and any other amendment(s) or
variation(s) thereof and addition(s) thereto from time to time executed supplemental thereto
or in substitution thereof - for the avoidance of doubt, this interest of the Sukukholders shall
rank after the interest of the Government;
37 SECURITY ARRANGEMENTS OF BONDS AND BORROWINGS (CONTINUED)

(vi) Security arrangements for ELITE’s Seafield Sukuk, Government Loan and Additional Government
Loan (Continued)

(d) First fixed charge over the Additional Operating Account (other than the toll amounts
collected and held on behalf of PLUS, the Revenue Account, the Finance Service Reserve
Account, the Government Loans Service Reserve Account, the IPO Account and Compensation
Account) and first floating charge over the Operations Accounts and Capex Account including
all investments and income thereon and the assignment of the credit balances standing in
the Designated Accounts;

(e) Assignment of all relevant Insurances required to be undertaken in respect of the Concession
(as defined below);

(f) Any other security as required and advised by the Sole Legal Counsel of the Lead Manager
and as agreed by ELITE.

The Concession shall mean the concession granted by the Government under the Concession
Agreement to ELITE.

The above-mentioned security (except for (b) and (c) above), are to be shared with the Government
in the following manner:

(i) On a pari passu basis with the Government in respect of the loan granted by the Government
to ELITE for the maximum principal amount of RM100 million; and

(ii) In priority to the Government in respect of the loan granted by the Government to ELITE for
the maximum principal amount of RM300 million.

(vii) Security arrangements for LINKEDUA’s Government Loan

The security arrangements for LINKEDUA’s Government Loan are as follows:


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PLUS Expressways Berhad 2010 Annual Report
(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.
37 SECURITY ARRANGEMENTS OF BONDS AND BORROWINGS (CONTINUED)
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2010 (CONTINUED)

(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;
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PLUS Expressways Berhad 2010 Annual Report

(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.
37 SECURITY ARRANGEMENTS OF BONDS AND BORROWINGS (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.

(ix) Security arrangements for BKSP Common Rupee Loan

The security arrangement for BKSP’s Common Rupee Loan are as follows:

(a) Assignment of project revenues i.e toll receivable and other receivables.

(b) Substitution Rights in favour of Canara Bank to substitute concessionaire upon 30 days notice
in the event of default at any point of time during the concession.

(c) Escrowing of projected toll collection of Rs275.57 crores over the concession period.

(d) Fixed Deposit equivalent to 3 months of repayment obligation towards Debt Service Reserve
Account-the Deposit shall be created out of toll collections during initial repayment holiday
of 6 months and surplus in each of the subsequent periods, and shall have a lien in favour
of Bank and it is to be released upon full repayment of the loan.

(x) Security arrangements for PLUS BKSP Commercial Paper

The Commercial Paper is supported by the Corporate Guarantee provided by PEB for the amount
of Rs192 crores to guarantee the performance of PLUS BKSP’s obligations under its Commercial
Paper programme. The amount payable under the guarantee will be in USD equivalent to Rs.
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PLUS Expressways Berhad 2010 Annual Report
37 SECURITY ARRANGEMENTS OF BONDS AND BORROWINGS (CONTINUED)
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2010 (CONTINUED)

(xi) Security arrangements for INIPPL Common Rupee Loan

The Common Rupee Loan together with interest, additional interest, default interest, prepayment
premium, upfront fees, costs, charges, expenses and other monies whatsoever stipulated and due
to the lenders in accordance with the Common Rupee Loan Agreement subject to the terms of
the Concession Agreement shall be secured by:

(a) a first ranking pari passu mortgage on all the borrower’s immovable assets and first charge
by way of hypothecation on all moveable assets (including but not limited to all current/non-
current assets) both present and future;

(b) a first ranking pari passu charge/assignment on all the intangible assets of the borrower
including but not limited to the goodwill, rights, undertakings and uncalled capital both
present and future;

(c) a negative lien in respect of the shares held by the sponsors which shall not be less than
51% of the total issued and fully paid up equity of the borrower up to 36 months from
commencement operation date and thereafter 26% of the shares subject to there being no
outstanding event of default and conditions stipulated in 3.1.11 (i) of the Common Rupee Loan
Agreement are satisfied;

(d) a first ranking pari passu charge over all bank accounts for the borrower including without
limitation, the Escrow Account (or any account in substitution thereof) and the Debt Service
Reserve Account in all funds from time to time deposited therein and in all Permitted
Investments or other securities representing all amounts credited to the Escrow Account and
the Debt Service Reserve Account and any other bank accounts of the borrower established
pursuant to the project documents or otherwise;

(e) a first ranking pari passu charge over/assignment of all project documents, all guarantees,
performance guarantees or bonds, letters of credit that may provided by any party to any
project document in favour of the borrower and clearances and all rights, titles, approvals,
permits, clearances and interests and the borrower’s right, title, interest, benefit and claim
196 in, to or under the project documents and clearances;
PLUS Expressways Berhad 2010 Annual Report

(f) a first ranking pari passu charge over/assignment of all the borrower’s right, title, interest,
benefit and claim of the borrower in, to or under the insurance contracts, insurance policies
and the insurance proceeds;
37 SECURITY ARRANGEMENTS OF BONDS AND BORROWINGS (CONTINUED)

(xi) Security arrangements for INIPPL Common Rupee Loan (Continued)

(g) a first ranking pari passu charge/assignment of all receivable and revenues of the borrower
from the project or otherwise; and

(h) an undertaking to provide equity/provide subordinated debt from the sponsors for any
cost overrun, gap in financing and any delay in receipt of the grant from National Highway
Authority of India.

38 RETIREMENT BENEFITS

Group
2010 2009
RM’000 RM’000
Group
At 1 January 15,698 14,071
Recognised in the income statement 1,930 1,803
Under provision for previous years – 28
Benefits paid (83) (204)
At 31 December 17,545 15,698

PLUS, ELITE and LINKEDUA 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 last drawn monthly basic salary length of service with
the company) – EPF Offset*
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PLUS Expressways Berhad 2010 Annual Report
* Defined as total employer’s contributions to the EPF, made at the statutory employer’s contribution rate and
accumulated EPF dividend.
38 RETIREMENT BENEFITS (CONTINUED)
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2010 (CONTINUED)

The amount recognised in the statements of financial position are determined as follows:

Group
2010 2009
RM’000 RM’000

Present value of unfunded defined benefit obligations 17,545 15,698


The amount recognised in the income statement are as follows:
Current service cost 879 834
Interest cost 1,051 949
Amortisation of net loss – 20
1,930 1,803
Principal actuarial assumptions used:
2010 2009
% %

Discount rate 6.00 6.00


Expected rate on salary increases 5.00 5.00
EPF dividend rate 5.00 5.00

The Group valued its retirement benefits obligation in accordance with the actuarial valuation prepared
by an independent actuary.

The amount charged to direct cost of operations and general and administration expenses are
RM1,929,437 (2009: RM1,771,683) and RM972 (2009: RM60,012) respectively.

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PLUS Expressways Berhad 2010 Annual Report
39 DEFERRED LIABILITIES/DEFERRED REVENUE

(a) 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, ELITE, and KLBK to third
parties, analysed as follows:

Group
2010 2009
RM’000 RM’000

Amount received in advance 124,630 117,723


Transferred to income statements to date (41,554) (34,802)
83,076 82,921

Deferred liabilities realisable within 12 months 7,788 6,920


Deferred liabilities realisable after 12 months 75,288 76,001
83,076 82,921

(b) Deferred revenue

Deferred revenue relates to the following:

(i) Toll compensation received by KLBK from the Government in respect of revision in toll rate
structure from year 2005 until the expiry of the concession period in 2026 as mentioned in
Note 3(iv)(b).
Group
2010 2009
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PLUS Expressways Berhad 2010 Annual Report
RM’000 RM’000

Amount received in advance 60,590 60,590


Amount recognised (16,802) (13,607)
43,788 46,983

Deferred revenue realisable within 12 months 3,048 3,194


Deferred revenue realisable after 12 months 40,740 43,789
43,788 46,983
39 DEFERRED LIABILITIES/DEFERRED REVENUE (CONTINUED)
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2010 (CONTINUED)

(b) Deferred revenue (Continued)

(ii) Consideration received from the toll revenue that is allocated to the points issued under
the Group’s customer loyalty programme that are expected to be redeemed but are still
outstanding as at reporting date.

Group
2010 2009
RM’000 RM’000

Amount awarded 3,229 –


Amount redeemed (795) –
Deferred revenue realisable within 12 months 2,434 –

40 SUNDRY PAYABLES AND ACCRUALS

Group Company
Note 2010 2009 2010 2009
RM’000 RM’000 RM’000 RM’000

Sundry payables (i) 19,975 9,957 4,396 2,931


Profit element payables for: (ii)
– PLUS SPV Sukuk 4,507 4,705 4,507 4,705
– Senior Sukuk 11,734 14,829 – –
– ELITE’s Seafield Sukuk 5,568 5,394 – –
– KLBK’s BAIDS – 4,253 – –
Accruals 53,399 59,357 16,871 20,213
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Advance for share capital from


minority shareholders 26,317 28,085 – –
Amount received for proposed
disposal of CCTW 20,123 – 20,123 –
Others 3,668 580 1,878 389
145,291 127,160 47,775 28,238
40 SUNDRY PAYABLES AND ACCRUALS (CONTINUED)

(i) Payables are non-interest bearing and are normally settled on 30 to 60 days (2009: 30 to 60 days)
terms.

(ii) Profit element payables are settled in accordance with the respective borrowings’ repayment
terms as disclosed in Notes 34, 35 and 36.

41 AMOUNT RECEIVED FROM THE GOVERNMENT FOR ADDITIONAL WORKS


Group
2010 2009
RM’000 RM’000

Amount received from the Government 680,590 680,590


Add: Cumulative interest income 47,741 47,279
Less: Additional Works expenditure (705,553) (705,282)
Compensation for loss of interest income (3,371) (3,371)
19,407 19,216

On 17 November 2006, PLUS 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 28.

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42 SIGNIFICANT RELATED PARTY TRANSACTIONS
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2010 (CONTINUED)

Group Company
2010 2009 2010 2009
RM’000 RM’000 RM’000 RM’000

Dividend income received/receivable from


PLUS – – 485,000 825,000
Management fees received for expressway
operation services rendered by the
Company to its subsidiaries – – 108,986 105,606
Management fees rendered by the
Company to its subsidiary – – 120 –
TERAS’s revenue in relation to contracts
with subsidiaries of UEM 3,139 – – –
Income from training fees received/
receivable from subsidiaries of PEB – – 166 205
Training fees paid/payable to a subsidiary
of UEM 102 – – –
Trade purchases from TERAS by a
subsidiary of UEM 253 – – –
Provision of information technology
services by a subsidiary of PEB (formerly
a subsidiary of UEM) – 2,953 2,940 2,940
Corporate and administrative support
services paid/payable to:
– UEM 92 807 92 758
– subsidiaries of UEM 3,860 7,146 1,460 1,591
– an associate of UEM 600 227 161 137
– a subsidiary of PEB
(formerly a subsidiary of UEM) – 304 43 304
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PLUS Expressways Berhad 2010 Annual Report

Amounts payable to UEM in respect of


Director’s remuneration (Note 10) 52 70 12 47
Lease rental income received/receivable in
respect of fibre optic telecommunications
from associate of Khazanah (Note 6) 17,592 16,754 – –
Utilities rental paid/payable in respect of
telecommunications network from an
associate of UEM 218 407 – –
42 SIGNIFICANT RELATED PARTY TRANSACTIONS (CONTINUED)

Group Company
2010 2009 2010 2009
RM’000 RM’000 RM’000 RM’000

Expressways development expenditure


works performed for PEB’s subsidiaries
by:
– UEM – 30,896 – –
– subsidiaries of UEM 234,368 237,607 – –
Expressway maintenance expenditure paid/
payable
– subsidiaries of UEM 228,483 205,545 – –
– subsidiaries of PEB
(formerly subsidiaries of UEM) – 13,379 – –
Additional Works performed for PLUS by
subsidiaries of UEM 29,342 27,669 – –
Project management fees paid/payable to
a subsidiary of UEM 770 3,287 – –
Network maintenance management
and technical services performed by a
subsidiary of UEM 18,305 18,254 – –
Commission received/receivable for sale of
Touch ‘n Go cards from an associate of
PEB (formerly a subsidiary of UEM) 235 1,676 – –
Commission for toll collection via Touch ‘n
Go paid/payable to an associate of PEB
(formerly a subsidiary of UEM) 24,881 21,607 – –
Income from rental of facilities received/
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PLUS Expressways Berhad 2010 Annual Report
receivable from:
– associates of UEM 353 411 – –
– a subsidiary of UEM 21 6 – –
Professional fees paid/payable to
Symphony Share Registrars Sdn Bhd, in
which a director of the Company, Datuk
Mohamed Azman Yahya, has interest 71 68 71 68
Purchase of TERAS from UEM (Note 19(b)) 44,000 – 44,000 –
Purchase of TnG from a subsidiary of UEM
(Note 20(a)) 33,407 – 33,407 –

Key management personnel remuneration is disclosed in Note 11.


43 CAPITAL COMMITMENTS
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2010 (CONTINUED)

Group Company
Note 2010 2009 2010 2009
RM’000 RM’000 RM’000 RM’000

Amount authorised and


contracted for (i) 868,091 669,774 57,000 44

Amount authorised but not


contracted for 5,802 114,584 – 73,926

Note (i):
Included in the amount are the following:

(a) amount committed by LMS for land acquisition costs for the Cikampek-Palimanan Highway
project totalling Rp524.8 billion (equivalent to RM186.3 million); and

(b) amount committed by the Company for the proposed acquisition of interest in PLUS Jetpur
totalling RM57 million.

44 FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

The Group and the Company are exposed to financial risks arising from their operations and the use of
financial instruments. The key financial risks include interest rate risk, market risk, foreign currency
risk, credit risk and liquidity risk.

The Board of Directors reviews and agrees policies and procedures for the management of these risks,
which are executed by the Head of Finance Division and heads of departments within Finance Division.
The audit committee provides independent oversight to the effectiveness of the risk management
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PLUS Expressways Berhad 2010 Annual Report

process.

The Group has not undertake any derivatives throughout the current and previous financial year.
The following sections provide details regarding the Group’s and Company’s exposure to the above-
mentioned financial risks and the objectives, policies and processes for the management of these
risks.
44 FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (CONTINUED)

(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, Seafield Sukuk, KLBK BAIDS, Government Loans, Overdraft
Facilities, Trade Facilities, Maintenance Bond Facilities, Commercial Paper and term loans. The
Group’s profit element for PLUS SPV Sukuk, Senior Sukuk, Sukuk Series 1, Sukuk Series 2, Sukuk
Series 3, Seafield Sukuk, KLBK BAIDS, and interest on Government Loan and term loans are
based on agreed fixed rates respectively. Interest on the Overdraft Facilities ranges from 0.75%
to 1.50% per annum over the base lending rate.

Information relating to the Group’s interest rates and profit element on bonds and borrowings are
disclosed in Notes 7, 34 and 35.

Since the interest rates for Group’s financial instruments are either fixed rate or interest-free, the
Group’s profit and reserves are not sensitive to the market movement in interest rates.

The interest/profit profile of the financial liabilities of the Group is as follows:

Group
2010 2009
RM’000 RM’000

Fixed rate financial liabilities 11,144,358 10,609,267


Interest free financial liabilities 389,916 389,916
11,534,274 10,999,183

The weighted average interest rate/profit element per annum and average period on the financial
liabilities as at 31 December 2010 are as follows:

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PLUS Expressways Berhad 2010 Annual Report
Group
2010 2009
Weighted average interest rate/profit element (%)
Fixed rate 6.74 6.82
Average period (years)
Fixed rate 7.6 7.9
Interest free 4.5 5.5
44 FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (CONTINUED)
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2010 (CONTINUED)

(a) Interest Rate Risk (Continued)

The interest/profit profile of the financial assets of the Group is as follows:

Group
2010 2009
RM’000 RM’000
Fixed rate financial assets (Note i) 3,656,491 3,141,035
Financial assets on which no interest is earned (Note ii) 38,412 32,124
3,694,903 3,173,159

Note i
Fixed rate financial assets mainly comprise short term investments, 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 1.50% to 3.80% (2009: 1.50% to 4.50%) per annum whereas the profit obtained from long
term investments in Malaysia ranges from 3.30% to 7.99% (2009: 3.30% to 7.99%).

The short term and long term deposits of foreign subsidiaries placed with their respective local
banks attracted interest rates ranging from 0.05% to 8.50% (2009: 6.00% to 13.30%) per annum.

Note ii
Financial assets on which no interest is earned comprise cash and bank balances.

(b) Market Risk

The Group holds investment in Commercial Papers/Securities/Medium Term Notes/Bonds. The


value of the securities is subject to fluctuations as a result of changes in market prices whether
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PLUS Expressways Berhad 2010 Annual Report

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 Papers/Securities/
Medium Term Notes/Bonds are held to maturity.
44 FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (CONTINUED)

(c) Foreign Currency Risk

Foreign currency risk is the risk that the fair value or future cash flows of a financial instruments
will fluctuate because of changes in foreign exchange rates.

The Group and the Company hold cash and cash equivalents denominated in foreign currencies
for investment in subsidiaries purposes. At the reporting date, the Group’s and the Company’s
foreign currency balances (denominated in US Dollars (“USD”) and Indonesia Rupiah (“Rp”))
amounted to RM35,208,110 (2009: Nil).

The Group is also exposed to currency translation risk arising from its net investments in foreign
operations in Mauritius, India and Indonesia.

(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 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, expressways capital and operating expenditure and meeting shareholder
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PLUS Expressways Berhad 2010 Annual Report
distribution expectations.
44 FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (CONTINUED)
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2010 (CONTINUED)

(f) Analysis Of Financial Instruments By Remaining Contractual Maturities

The table below summarises the maturity profile of the Group’s and the Company’s liabilities at
the reporting date based on the contractual undiscounted repayment obligations:

Group
2010
On demand Between Between
or within 1 and 2 and After
1 year 2 years 5 years 5 years Total
RM’000 RM’000 RM’000 RM’000 RM’000

PLUS SPV Sukuk 35,959 36,058 740,019 1,196,509 2,008,544


Senior Sukuk 665,050 434,638 924,725 214,950 2,239,363
Sukuk Series 1 400,000 400,000 1,200,000 260,000 2,260,000
Sukuk Series 2 – – – 2,410,000 2,410,000
Sukuk Series 3 – – – 3,675,000 3,675,000
Seafield Sukuk 63,336 63,510 190,530 1,399,077 1,716,453
KLBK BAIDS 13,960 14,760 57,400 209,700 295,820
Government Loans – – 888,422 1,617,640 2,506,062
Term Loans 29,617 26,601 91,036 189,728 336,982
Commercial Paper 131,844 – – – 131,844
1,339,766 975,566 4,092,132 11,172,604 17,580,068

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PLUS Expressways Berhad 2010 Annual Report
45 FAIR VALUE OF FINANCIAL INSTRUMENTS

The following are the carrying amounts and fair values of certain financial instruments of the Group
at reporting date:

Group
2010 2009
Carrying Fair Carrying Fair
Note Amount Value Amount Value
RM’000 RM’000 RM’000 RM’000

PLUS SPV Sukuk* 34(a)(i) (1,433,561) (1,590,800) (1,381,726) (1,482,470)


Senior Sukuk* 34(a)(ii) (1,911,734) (2,047,820) (2,464,829) (2,649,405)
Sukuk Series 1 34(a)(iii) (1,875,563) (2,016,876) (1,764,492) (1,922,102)
Sukuk Series 2 34(a)(iv) (1,507,544) (1,788,930) (1,411,799) (1,634,352)
Sukuk Series 3 34(a)(v) (1,821,749) (2,136,700) (1,282,307) (1,400,577)
Seafield Sukuk* 34(a)(vi) (867,705) (1,099,453) (864,960) (1,016,786)
KLBK BAIDS* 34(a)(vii) (176,730) (210,910) (180,020) (202,573)
Government loans 35(a) (1,646,719) (1,623,849) (1,551,900) (1,530,654)
Amount due to Government 35(c)(i) (38,096) (37,509) (38,096) (37,367)
Term loans (non-current) 35 (178,086) (178,086) (102,384) (100,540)
Investment securities 22 145,489 145,776 159,192 158,483
Short term investments 27 49,933 50,287 129,936 128,923

* The carrying amounts for PLUS SPV Sukuk, Senior Sukuk, Seafield Sukuk and KLBK BAIDS are inclusive of
profit elements as disclosed in Note 40(ii) on sundry payables.

The carrying amounts for the current portion of the term loans are reasonable approximations of their
fair values due to insignificant impact of discounting.

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PLUS Expressways Berhad 2010 Annual Report
The carrying amounts of trade and other payables, trade and other receivables and the current
amounts owing by/(to) subsidiaries, related companies and immediate holding company are reasonable
approximation of fair values due to their short-term nature.

The fair values of non-current amount owing by/(to) subsidiaries and non-current amount owing
to immediate holding company are estimated by discounting expected future cash flows at market
incremental lending rate for similar types of lending or borrowing at the reporting date.
46 CAPITAL MANAGEMENT
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2010 (CONTINUED)

The primary objective of the Group’s capital management is to maintain an optimal capital structure
in order to support its business activities and enhance its shareholders’ value.

The Group manages its capital structure and makes adjustments to it, in light of changes in economic
environment, risk inherent in its business operations or expansion plans of the Group, whilst ensuring
full compliance with its relevant financing covenants. The initiatives in managing the Group’s capital
structure include issuance of new capital or debt securities, refinancing of existing borrowings,
returning capital to shareholders or adjusting dividend payment to shareholders.

47 SIGNIFICANT EVENTS AND EVENT OCCURRING AFTER REPORTING DATE

Other than as disclosed as in Notes 19, 20 and 21 to the financial statements, the following are the
significant and subsequent events which have occurred.

(a) Proposed Four Laning of Jetpur-Somnath Section of NH-8D from Km 0 to Km 127.6 in the State
of Gujarat, India

On 20 September 2010, an unincorporated consortium consisting of PEB and its joint bidding
partner, IDFC Projects Limited (“IP”) (“Consortium”) has on 14 September 2010, received a letter
dated 13 September 2010 from the National Highways Authority of India (“NHAI”) informing
that the Consortium has won the tender bid for the proposed Four Laning of Jetpur-Somnath
Section of NH-8D from Km 0 to Km 127.6 in the State of Gujarat, India, to be executed on Design,
Built, Finance, Operate and Transfer (“DBFOT”) basis (“Proposed Project”). The Consortium has
accordingly reverted to NHAI on 20 September 2010 accepting the offer to undertake the Proposed
Project.

On 16 November 2010, PEB subscribed to the 26% equity interest in Jetpur-Somnath Highway
Limited (“JSHL”), via PLUS Jetpur, to undertake the Proposed Project. However, on 23 December
2010, in compliance with the Request for Proposal (“RFP”) documentation for this Proposed
Project, NHAI has requested that a new special purpose vehicle to be incorporated, whereby
equity investment by PEB shall be direct. As at 31 December 2010, JSHL remains as PEB’s
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PLUS Expressways Berhad 2010 Annual Report

associate company.

On 11 January 2011, Jetpur Somnath Tollways Limited (“JSTL”), a new special purpose vehicle was
incorporated under the law of Republic of India to undertake the Proposed Project. The paid up
capital of JSTL is Rs10 lakhs comprising 100,000 shares of Rs10 each of which PEB holds 26%
and the remaining 74% shares are held by IP and six (6) other nominal subscribers. On 7 February
2011, JSTL and NHAI have entered into the concession agreement for the Proposed Project.

The Proposed Project is a section of National Highway 8D which starts at Jetpur and ends
at Somnath, with total length of 127.6 kilometres. The concession shall be for a period of 30
years from the date of the proposed execution of the relevant concession agreement, including
construction period of approximately 30 months.
47 SIGNIFICANT EVENTS AND EVENT OCCURRING AFTER REPORTING DATE (CONTINUED)

(a) Proposed Four Laning of Jetpur-Somnath Section of NH-8D from Km 0 to Km 127.6 in the State
of Gujarat, India (Continued)

The estimated total cost of the project at present is approximately Rs950 crores (equivalent to
approximately RM660 million) and the funding details are being finalised.

(b) Offer to acquire the business and undertaking including assets and liabilities of PEB by UEM and
Employees Provident Fund Board

On 15 October 2010, the Board of Directors of PEB received a letter from UEM and Employees
Provident Fund Board (“EPF”) (“Joint Offerors”), which sets out an offer to acquire the business
and undertaking, including all assets and liabilities of PEB at an aggregate purchase consideration
of RM23 billion (“Purchase Consideration”) (“Offer”). Based on the issued and paid-up capital of
PEB as at 14 October 2010, the Purchase Consideration represents a consideration of RM4.60 per
ordinary shares of RM0.25 each in PEB.

Further to the discussions held between PEB and the Joint Offerors, the Board had on 9 November
2010 received a revised letter of offer which shall supersede the earlier letter of offer dated 15
October 2010 (“Offer Letter”).

The Joint Offerors shall incorporate a private limited company to undertake this Offer (“SPV”),
with UEM and EPF each holding 51% and 49% equity interest respectively in the SPV.

After the disposal of the PEB Business pursuant to the Offer, the Joint Offerors proposed that
PEB, subject to obtaining all requisite approvals, return all proceeds from the disposal that are
attributable to the entitled shareholders, being the remaining shareholders of PEB (other than
EPF, UEM and Khazanah) including PEB’s shares held by Khazanah which form part of the
exchange property, via a special dividend and selective capital repayment exercise (collectively
referred to as the “Proposed Distribution”).

On 20 December 2010, the Board of Directors of PEB received a letter from Jelas Ulung Sdn
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PLUS Expressways Berhad 2010 Annual Report
Bhd (“Jelas Ulung”) which sets out an offer to acquire PEB Business at an aggregate purchase
consideration of RM26 billion, representing RM5.20 per ordinary share of RM0.25 each in PEB.

The scheduled Extraordinary General Meeting (“EGM”) was held on 23 December 2010 and the
shareholders had approved the adjournment of the EGM to be held on a later date. The Board,
save for the Interested Directors, also announced that it will not consider any offer for PEB
Business received after 5.00 p.m. on 10 January 2011 (“Final Deadline”). All offers submitted
by the Final Deadline are also subject to the conditions as announced to Bursa Malaysia on 21
December 2010 which include: (i) remit a cash deposit of RM50 million into an account to be
designated by PEB; and (ii) submit unconditional written confirmation(s) addressed to PEB, from
institution(s) and in the form, which are acceptable to PEB, that the offeror has the financial ability
to undertake and complete its proposed acquisition of the PEB Business in accordance with the
terms of its offer (“Financiers’ Letter”).
47 SIGNIFICANT EVENTS AND EVENT OCCURRING AFTER REPORTING DATE (CONTINUED)
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2010 (CONTINUED)

(b) Offer to acquire the business and undertaking including assets and liabilities of PEB by UEM and
Employees Provident Fund Board (Continued)

On 10 January 2011, being the Final Deadline, there were no new offers received by PEB and
only UEM and EPF had remitted the cash deposit of RM50 million and submitted the Financiers’
Letter.

In view of the above, the adjourned EGM was held on 23 February 2011 whereby the shareholders
approved the Proposed Disposal and the Proposed Distribution.

48 SEGMENT INFORMATION

In the prior year’s audited consolidated financial statement, the basis of segmentation was on
geographical segment. In the current financial year ended 31 December 2010, the basis of segmentation
has been changed to operating segments based on information reported internally to the Board of
Directors of the Company. The Group is organised into legal entities based on the concessions of the
highways and separate business as held by each entity. PLUS is the largest contributor to the Group in
terms of revenue, profit for the period and total assets and hence is reported as a separate operating
segment whilst the rest are reported as ‘Others’.

Operating segment information for the current financial year ended 31 December 2010 is as follows:

PLUS Others Total


RM’000 RM’000 RM’000
2010
Revenue 2,910,948 440,533 3,351,481
Profit/(loss) for the year 1,367,457 (66,673) 1,300,784
Total assets 14,350,671 4,897,484 19,248,155

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PLUS Expressways Berhad 2010 Annual Report

2009
Revenue 2,824,327 354,695 3,179,022
Profit/(loss) for the year 1,262,509 (77,397) 1,185,112
Total assets 13,966,480 4,400,997 18,367,477
48 SEGMENT INFORMATION (CONTINUED)

In addition, the Group operate in three geographical segments, based on the location of the Group’s
assets:

(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 non-current assets,
analysed by geographical segments:

Non-current Assets
2010 2009
RM’000 RM’000

Malaysia 12,150,402 12,221,930


India and Mauritius 460,329 200,970
Indonesia 87,617 74,479
12,698,348 12,497,379

Non-current assets information presented above consist of concession assets, property, plant and
equipment and intangible assets as presented in the consolidated statements of financial position.

No analysis on revenue and results by geographical segments is prepared as the Group is primarily
engaged in the operation and maintenance of toll roads and expressways in Malaysia. Revenue and
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PLUS Expressways Berhad 2010 Annual Report
results for the current and prior financial years of the subsidiaries located outside Malaysia are
insignificant to the Group’s results to render separate reporting.
49 COMPARATIVE FIGURES
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2010 (CONTINUED)

The presentation and classification of items in the current year financial statements have been
consistent with the previous financial year except for certain comparative amounts which have been
reclassified to conform with current year’s presentation.

As
As Previously
Restated Reclassified Stated
RM’000 RM’000 RM’000

Income statements:
General and administration expenses (73,196) (4,458) (77,654)
Finance costs (700,188) 4,458 (695,730)

Statements of financial positions:


Assets:
Property, plant and equipment 76,134 (26,988) 49,146
Prepaid land lease payments – 26,988 26,988
Liabilities:
Other long term payables – 97 97
Sundry payables and accruals 127,160 (97) 127,063
Equity:
Capital reserve – 461,138 461,138
Merger reserve – 298,834 298,834
Other reserves 752,308 (759,972) (7,664)

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PLUS Expressways Berhad 2010 Annual Report
50 SUPPLEMENTARY INFORMATION – BREAKDOWN OF RETAINED EARNINGS INTO REALISED
AND UNREALISED

The breakdown of the retained earnings of the Group and of the Company as at 31 December 2010
into realised and unrealised earnings is presented as follows, in accordance with the directive issued
by Bursa Malaysia Securities Berhad dated 25 March 2010 and prepared in accordance with Guidance
on Special Matter No. 1, Determination of Realised and Unrealised Profits or Losses in the Context
of Disclosure Pursuant to Bursa Malaysia Securities Berhad Listing Requirements, as issued by the
Malaysian Institute of Accountants:

Group Company
RM’000 RM’000
Total retained earnings of the Company and its subsidiaries
Realised 4,917,278 40,232
Unrealised (975,337) 1,186
3,941,941 41,418
Total share of retained earnings from associate
Realised 2,459 –
Unrealised – –
3,944,400 41,418
Add: Consolidation adjustments 255,127 –
Retained earnings as per financial statements 4,199,527 41,418

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PLUS Expressways Berhad 2010 Annual Report
On 29 April 2010, the PLUS Expressways Berhad Group sought approval for a shareholders’ mandate for
Recurrent Related
Party Transactions

the PLUS Expressways Berhad Group to renew and enter into new Recurrent Transactions (as defined in
the Circular to Shareholders dated 5 April 2010) in their ordinary course of business with related parties
(“Shareholders Mandate”) as defined in Chapter 10 of the Bursa Malaysia Securities Berhad Main Market
Listing Requirement. The breakdown of the actual value transacted for the said Recurrent Transactions
made from the date the Shareholders Mandate came into effect up to 30 April 2011 are as follows:-

RM
1. Construction and other related works for the widening of certain stretches of the Expressway NIL
and 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. Provision of maintenance works and maintenance management services in relation to 42,316,143.86
the Expressways and its Ancillary Facilities by UEM and its subsidiaries and associated
companies to PLUS Expressways Group.
3. Construction and other related works in relation to the Expressways and its Ancillary NIL
Facilities by UEM and its subsidiaries and associated companies to PLUS Expressways Group.
4. Provision of IT related services, maintenance and upgrading works and supply of IT 1,503,230.00
equipment and software, electrical and toll equipment spare parts in relation to the
Expressways and Ancillary Facilities by UEM and its subsidiaries and associated companies to
PLUS Expressways Group.
5. Provision of services and accessories in relation to Touch ‘n Go Cards System and SmartTAG 631,927.68
by UEM and its subsidiaries and associated companies to PLUS Expressways Group.
6. Provision of upgrading works in relation to the Expressways and its Ancillary Facilities by 24,078,850.51
UEM Builders and its subsidiaries and associated companies for PLUS Expressways Group.
7. Construction and other related works in relation to toll road projects in India by UEM and its NIL
subsidiaries and associated companies to PLUS Expressways Group.
8. Provision of project management services in relation to the Expressways and its Ancillary NIL
Facilities by UEM and its subsidiaries and associated companies.
9. Provision of services carried out along the Expressways in relation to waste disposal NIL
management by UEM and its subsidiaries and associated companies to PLUS Expressways
Group.
10. Provision of Support Services, such as Operation and Maintenance Services in relation to 73,944.43
highway operations by PLUS Expressways to PLUS BKSP.
11. Grant of access to Telekom and its subsidiaries and associated companies to enter the 40,000.00
Expressways and its Ancillary Facilities for the carrying out of relevant works in relation to
telecommunication.
216
PLUS Expressways Berhad 2010 Annual Report

12. Grant of access to TNB and its subsidiaries and associated companies to enter the 96,000.00
Expressways and its Ancillary Facilities for the carrying out of relevant works in relation to
power supply.
13. Procurement for the purpose of maintenance and upgrading of the Expressways by UEM and NIL
its subsidiaries and associated companies to PLUS Expressways Group.
14. Grant of access to TIME and its subsidiaries and associated companies to enter the 40,000.00
Expressways and its Ancillary Facilities for the carrying out of relevant works in relation to
telecommunication.
15. Tenancy Agreement for a period of two (2) years with an option to renew for a further period NIL
of one (1) year for the purpose of PLUS Expressways Group’s Business Continuity Plan by
TIME and its subsidiaries and associated companies to PLUS Expressways Group.
16. Project management and IT related services in relation to toll road projects in Indonesia by NIL
UEM and its subsidiaries and associated companies to PLUS Expressways Group.
17. Provision of the overall management of toll collection, operations and maintenance in relation NIL
to the Bhiwandi-Kalyan-Shil Phata Highway and various consulting services by CMCL to PLUS
BKSP.
The relationship of the related parties as at 30 April 2011 is as follows:-

Relationship with
Related Parties
No. Names of Related Party Relationship
1. UEM and its subsidiaries and associated UEM is a major shareholder of PLUS Expressways
companies Berhad. UEM also has indirect interest in PLUS held
through PLUS Expressways Berhad.
2. UEM Builders Berhad and its subsidiaries UEM Builders is a wholly-owned subsidiary of UEM.
and associated companies UEM also has indirect interest in PROPEL held
through UEM Builders.
3. Telekom Malaysia Berhad (“Telekom”) and Khazanah is a major shareholder of Telekom. UEM is
its subsidiaries and associated companies a wholly-owned subsidiary of Khazanah.
4. Tenaga Nasional Berhad (“TNB”) and its Khazanah is a major shareholder of TNB.
subsidiaries and associated companies
5. TIME and its subsidiaries and associated UEM is a major shareholder of TIME. TIME is an
companies associate company of UEM.
6. 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.
7. Concept Management Consulting Private CMCL is a shareholder of PLUS BKSP.
Limited (“CMCL”)

217
PLUS Expressways Berhad 2010 Annual Report
Authorised Capital : RM 2,500,000,000.00
as at 12 May 2011
Analysis of Shareholdings

Issued and Paid-Up : RM 1,250,000,000.00


Class of Shares : Ordinary Shares of 25 sen each
No. of Shareholders : 22,944
Voting Rights : One Vote per Ordinary Share

Size of Holdings No. of Holders % No. of Shares Held %


Less than 100 641 2.79 16,888 0.00
100 to 1,000 11,397 49.67 10,821,947 0.22
1,001 to 10,000 9,246 40.30 34,013,829 0.68
10,001 to 100,000 1,187 5.17 35,464,312 0.71
100,001 to less than 5% of issued shares 470 2.05 1,747,605,701 34.95
5% and above of issued shares 3 0.01 3,172,077,323 63.44
Total 22,944 100.00 5,000,000,000 100.00

Substantial shareholders as at 12 May 2011:


(As per the Register of Substantial Shareholders)

Name Direct Holdings % Indirect Holdings %


UEM Group Berhad 1,924,230,835 38.48 – –
Khazanah Nasional Berhad Exempt An 690,663,376 13.81 a 1,924,230,835 38.48
Citigroup Nominees (Tempatan) Sdn Bhd 557,183,112 11.14 – –
Employees Provident Fund Board
Note:
a Held via UEM Group Berhad

Directors Direct and Indirect Interest in the Company and its Related
Corporations as per the Register of Directors’ shareholdings
In the Company – PLUS Expressways Berhad

218
PLUS Expressways Berhad 2010 Annual Report

No. of shares of
Name of Director RM0.25 each %
Tan Sri Dato’ Mohd Sheriff Mohd Kassim   55,000 *
Dato’ Izzaddin Idris – –
Dato’ Noorizah Hj Abd Hamid 20,000 *
Hassan Ja’afar 40,000 *
Tan Sri Datuk K Ravindran 40,000 *
Datuk Mohamed Azman Yahya 40,000 *
Quah Poh Keat – –
Datuk Seri Panglima Mohd Annuar Zaini 15,000 *
Dato’ Seri Ismail Shahudin – –
* 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:

No. of ordinary shares of RM0.50 each


Name of Director Direct % Indirect %
UEM Land Holdings Berhad
Tan Sri Dato’ Mohd Sheriff Mohd Kassim   35,000 * – –
Dato’ Seri Ismail Bin Shahudin 7,032 * – –
* less than 0.01%

List of PLUS Expressways’ Top 30 Holders as at 12 May 2011

No. Name Holdings %


1. UEM Group Berhad 1,924,230,835 38.48
2. Khazanah Nasional Berhad 690,663,376 13.81
Exempt An
3. Citigroup Nominees (Tempatan) Sdn Bhd 557,183,112 11.14
Employees Provident Fund Board
4. Amanahraya Trustees Berhad 230,000,000 4.60
Skim Amanah Saham Bumiputera
5. Kumpulan Wang Persaraan (Diperbadankan) 181,352,612 3.63
6. Amanahraya Trustees Berhad 93,637,000 1.87
Amanah Saham Malaysia
7. Khazanah Nasional Berhad 85,849,287 1.72
8. Valuecap Sdn Bhd 85,700,000 1.71
9. Amanahraya Trustees Berhad 60,944,000 1.22
Amanah Saham Wawasan 2020
10. Cartaban Nominees (Asing) Sdn Bhd 49,186,515 0.98
219
PLUS Expressways Berhad 2010 Annual Report
Exempt An For State Street Bank & Trust Company (West CLT OD67)
11. Pertubuhan Keselamatan Sosial 48,293,597 0.97
12. HSBC Nominees (Asing) Sdn Bhd 44,171,359 0.88
BBH And Co Boston for Matthews Asian Growth And Income Fund
13. Amanahraya Trustees Berhad 38,809,400 0.78
Amanah Saham Didik
14. Lembaga Tabung Haji 35,471,800 0.71
15. Malaysia Nominees (Tempatan) Sendirian Berhad 35,366,400 0.71
Great Eastern Life Assurance (Malaysia) Berhad (PAR1)
16. HSBC Nominees (Asing) Sdn Bhd 30,494,461 0.61
BBH And Co Boston for Merill Lynch Global Allocation Fund
17. Amanahraya Trustees Berhad 30,000,000 0.60
AS 1 Malaysia
Analysis of
Shareholdings (CONTINUED)

No. Name Holdings %


18. Mayban Nominees (Tempatan)Sdn Bhd 26,462,000 0.53
Mayban Trustees Berhad For Public Ittikal Fund (N14011970240)
19. Citigroup Nominees (Tempatan) Sdn Bhd 26,000,000 0.52
Employees Provident Fund Board (Nomura)
20. HSBC Nominees (Asing) Sdn Bhd 23,458,182 0.47
BBH And Co Boston For Vanguard Emerging Markets Stock Index Fund
21. Permodalan Nasional Berhad 20,496,800 0.41
22. Citigroup Nominees (Tempatan) Sdn Bhd 18,826,800 0.38
Exempt An For Prudential Fund Management Berhad
23. Citigroup Nominees (Tempatan) Sdn Bhd 17,811,200 0.36
Exempt An For American International Assurance Berhad
24. HSBC Nominees (Asing) Sdn Bhd 15,898,905 0.32
Exempt An For JPMorgan Chase Bank, National Association (U.A.E)
25. HSBC Nominees (Asing) Sdn. Bhd. 13,972,900 0.28
Exempt An for Morgan Stanley & Co. International PLC (IPB Client ACCT)
26. OCBC Bank (Malaysia) Berhad 13,011,100 0.26
As Beneficial Owner (ELCI-TRE)
27. Cartaban Nominees (Asing) Sdn Bhd 12,998,300 0.26
Government of Singapore Investment Corporation Pte Ltd For Government
Of Singapore (C)
28. DB (Malaysia) Nominee (Asing) Sdn Bhd 12,973,389 0.26
Exempt An For Deutsche Bank AG London (Prime Brokerage)
29. HSBC Nominees (Asing) Sdn. Bhd. 12,935,506 0.26
Exempt An For Morgan Stanley & Co. Incorporated (Client)
30. HSBC Nominees (Asing) Sdn Bhd 12,712,787 0.25
Exempt An For The Bank Of New York Mellon (Mellon Acct)

220
PLUS Expressways Berhad 2010 Annual Report
List of
Properties
Date of Net Book
Description and Acquisition/ Value as at
Existing Usage Age of Land Area Last 31 December
No. of Properties Address Building and Status Revaluation 2010
(RM’000)
1 Ayer Keroh land Part of Mukim of Gadek, Not 338 acres August 2007 26,707
Future Mukim of Pegoh & applicable Leasehold of ^Revaluation
Commercial Mukim of Melaka Pindah 99 years ending done on
Development District of Alor Gajah August 2106 23 December
State of Melaka 2006
2 Shoplots No. 4 & 6 16 years 3,080 sqm 12 January 1993 396
Vacant Jalan Hang Lekiu Freehold
Taman Skudai Baru
Skudai
Johor Bahru
Johor
3 Double storey No. 72 Jalan SS7/30 17 years 121 sqm 15 April 1997 176
terrace house Taman Kelana Indah Leasehold of ^Revaluation
Staff Kelana Jaya 99 years ending done on
accommodation Selangor 27 September 2 October 2006
2091
4 Double storey No. 46 Jalan SS7/30 17 years 121 sqm 1 August 1996 171
terrace house Taman Kelana Indah Leasehold of 99 ^Revaluation
Staff Kelana Jaya years ending 27 done on
accommodation Selangor September 2091 13 May 2004
5 Double storey No. 43 Jalan SR6/4 16 years 133 sqm 5 January 1996 161
terrace house Taman Kuda Emas Leasehold of ^Revaluation
Staff Section 6 99 years ending done on
accommodation Serdang Jaya 31 March 2092 13 May 2004
Selangor
6 Double storey No. 41 Jalan SR6/4 16 years 133 sqm 5 January 1996 161
221
PLUS Expressways Berhad 2010 Annual Report
terrace house Taman Kuda Emas Leasehold of ^Revaluation
Staff Section 6 99 years ending done on
accommodation Serdang Jaya 31 March 2092 10 May 2004
Selangor
7 Double storey No. 39 Jalan SR6/4 16 years 133 sqm 5 January 1996 161
terrace house Taman Kuda Emas Leasehold of ^Revaluation
Staff Section 6 99 years ending done on
accommodation Serdang Jaya 31 March 2092 13 May 2004
Selangor
List of
Properties (CONTINUED)

Date of Net Book


Description and Acquisition/ Value as at
Existing Usage Age of Land Area Last 31 December
No. of Properties Address Building and Status Revaluation 2010
(RM’000)
8 Apartment unit 1508 Blok D 14 years 125 sqm 7 December 155
Staff No. 2 Jalan SS7/26 Leasehold of 1995
accommodation 47301 Petaling Jaya 99 years ending ^Revaluation
Selangor 13 April 2089 done on
24 April 2003
9 Double storey 14 Jalan 3/38B 17 years 195 sqm 28 November 148
terrace house Taman SPPK Freehold 1996
Staff Segambut ^Revaluation
accommodation Kuala Lumpur done on
21 March 2003
10 Double storey 68 Jalan 3/38B 17 years 130 sqm 12 June 1996 148
terrace house Taman SPPK Freehold ^Revaluation
Staff Segambut, done on
accommodation Kuala Lumpur 21 March 2003
11 Double storey No. 87 Jalan Mahkota 2 15 years 130 sqm 26 December 145
terrace house Bandar Baru Klang Leasehold of 1995
Staff Selangor 99 years ending ^Revaluation
accommodation 8 May 2093 done on
12 July 2003
12 Double storey No. 51 Jalan Mahkota 2 15 years 130 sqm 26 December 145
terrace house Bandar Baru Klang Leasehold of 1995
Staff Selangor 99 years ending ^Revaluation
accommodation 8 May 2093 done on
12 July 2003
13 Double storey No. 53 Jalan Mahkota 2 15 years 130 sqm 26 December 145
terrace house Bandar Baru Klang Leasehold of 1995
Staff Selangor 99 years ending ^Revaluation
222
PLUS Expressways Berhad 2010 Annual Report

accommodation 8 May 2093 done on


28 October 2004
14 Double storey No. 85 Jalan Mahkota 2 15 years 130 sqm 26 December 145
terrace house Bandar Baru Klang Leasehold of 1995
Staff Selangor 99 years ending ^Revaluation
accommodation 8 May 2093 done on
12 July 2003
15 Double storey No. 15 Jalan Kayak 13/25 11 years 120.75 sqm 16 December 138
terrace house TTDI, Shah Alam Leasehold of 1996
Staff Selangor 99 years ending ^Revaluation
accommodation 1 November done on
2092 31 March 2005
Date of Net Book
Description and Acquisition/ Value as at
Existing Usage Age of Land Area Last 31 December
No. of Properties Address Building and Status Revaluation 2010
(RM’000)
16 Double storey No. 17 Jalan Kayak 13/25 11 years 120.75 sqm 16 February 138
terrace house TTDI, Shah Alam Leasehold of 1996
Staff Selangor 99 years ending ^Revaluation
accommodation 1 November done on
2092 5 July 2004
17 Double storey No. 27 Jalan Kayak 13/25 11 years 120.75 sqm 16 February 138
terrace house TTDI, Shah Alam Leasehold of 1996
Staff Selangor 99 years ending ^Revaluation
accommodation 28 December done on
2084 13 May 2004
18 Double storey No. 35 Jalan Kayak 13/25 11 years 120.75 sqm 16 February 138
terrace house TTDI, Shah Alam Leasehold of 1996
Staff Selangor 99 years ending ^Revaluation
accommodation 1 November done on
2092 13 May 2004
19 Apartment unit 1303 Blok D 14 years 100 sqm 7 December 128
Staff No. 2 Jalan SS7/26 Leasehold of 1995
accommodation 47301 Petaling Jaya 99 years ending ^Revaluation
Selangor 13 April 2089 done on
5 March 2003
20 Single storey No. 33 Jalan Rawa 21 24 years 155.33 sqm 1 November 106
terrace house Taman Perling Freehold 1996
Staff Johor Bahru (Bumiputra ^Revaluation
accommodation Johor restricted) done on
3 January 2008
21 Single storey No. 35 Jalan Rawa 21 24 years 155.33 sqm 1 November 106
223
PLUS Expressways Berhad 2010 Annual Report
terrace house Taman Perling Freehold 1996
Staff Johor Bahru (Bumiputra ^Revaluation
accommodation Johor restricted) done on
3 January 2008
22 Single storey No. 1443 Jalan 1/10 12 years 143 sqm 29 August 1996 82
terrace house Taman Senai Utama Freehold ^Revaluation
Staff Johor Bahru (Bumiputra done on
accommodation Johor restricted) 11 July 2007

Note:
* Revaluation was done on the properties by the Stamp Duty office/valuation office for the purpose of determining the
stamp duty for transfer documents.

The aforesaid properties used as staff accommodation are for Projek Lebuhraya Utara-Selatan Berhad’s
frontliners who work at the toll plazas.
List of Land and Landed Properties by Location and by Company
List of
Properties (CONTINUED)

Location No. of Properties Land Area Net Book Value


Freehold Leasehold
Land
acres (RM’000)
PEB
Melaka – – 338 26,707

Landed Properties
Unit Unit sqm (RM’000)
PLUS
Selangor 2 13 1,583 2,245
Kuala Lumpur 2 – 260 296
Johor 3 – 454 294

LINKEDUA
Johor 2 – 286 396
9 13 2,583 3,231

224
PLUS Expressways Berhad 2010 Annual Report
PLUS EXPRESSWAYS BERHAD KONSORTIUM LEBUH RAYA BUTTERWORTH-

GROUP
DIRECTORY
Menara Korporat, Persada PLUS KULIM (KLBK) SDN BHD
Persimpangan Bertingkat Subang Menara Korporat, Persada PLUS
KM 15, Lebuhraya Baru Lembah Klang Persimpangan Bertingkat Subang
47301 Petaling Jaya KM 15, Lebuhraya Baru Lembah Klang
Selangor Darul Ehsan 47301 Petaling Jaya
Malaysia Selangor Darul Ehsan
T +603 7801 6666/7666 4666 Malaysia
F +603 7801 6600/7666 4400 T +603 7801 6666/7666 4666
www.plus.com.my F +603 7801 6600/7666 4400
www.plus.com.my

PROJEK LEBUHRAYA UTARA-SELATAN


BERHAD PLUS HELICOPTER SERVICES SDN BHD
Menara Korporat, Persada PLUS Menara Korporat, Persada PLUS
Persimpangan Bertingkat Subang Persimpangan Bertingkat Subang
KM 15, Lebuhraya Baru Lembah Klang KM 15, Lebuhraya Baru Lembah Klang
47301 Petaling Jaya 47301 Petaling Jaya
Selangor Darul Ehsan Selangor Darul Ehsan
Malaysia Malaysia
T +603 7801 6666/7666 4666 T +603 7801 6666/7666 4666
F +603 7801 6600/7666 4400 F +603 7801 6600/7666 4400
www.plus.com.my www.plus.com.my

EXPRESSWAY LINGKARAN TENGAH SDN TERAS TEKNOLOGI SDN BHD


BHD Menara Korporat, Persada PLUS
Menara Korporat, Persada PLUS Persimpangan Bertingkat Subang
Persimpangan Bertingkat Subang KM 15, Lebuhraya Baru Lembah Klang
KM 15, Lebuhraya Baru Lembah Klang 47301 Petaling Jaya
47301 Petaling Jaya Selangor Darul Ehsan
Selangor Darul Ehsan Malaysia
Malaysia T +603 7801 6666/7666 4666
T +603 7801 6666/7666 4666 F +603 7801 6600/7666 4400
225
PLUS Expressways Berhad 2010 Annual Report
F +603 7801 6600/7666 4400 www.terasworld.com
www.plus.com.my

PLUS KALYAN (MAURITIUS) PRIVATE


LINKEDUA (MALAYSIA) BERHAD LIMITED
Menara Korporat, Persada PLUS c/o Multiconsult Limited
Persimpangan Bertingkat Subang Rogers House
KM 15, Lebuhraya Baru Lembah Klang 5, President John Kennedy Street
47301 Petaling Jaya Port Louis, Mauritius
Selangor Darul Ehsan T +230 405 2000
Malaysia F +230 212 5265/208 0572
T +603 7801 6666/7666 4666
F +603 7801 6600/7666 4400
www.plus.com.my
PLUS PLAZA (MAURITIUS) PRIVATE LIMITED INDU NAVAYUGA INFRA PROJECTS PRIVATE
GROUP
DIRECTORY (CONTINUED)

c/o Multiconsult Limited LIMITED


Rogers House 2nd Floor, J.C. Tower
5, President John Kennedy Street Karur Bypass Road
Port Louis, Mauritius Trichy- 620018
T +230 405 2000 Tamil Nadu
F +230 212 5265/208 0572 India
T+91 431 4024648
F+91 431 4021648
PLUS JETPUR (MAURITIUS) PRIVATE
LIMITED
c/o Multiconsult Limited PT LINTAS MARGA SEDAYA
Rogers House JI Cibitung II No.34
5, President John Kennedy Street Kebayoran Baru
Port Louis, Mauritius Jakarta 12170
T +230 405 2000 Indonesia
F +230 212 5265/208 0572 T +62 21 7245870
F +62 21 7222436

PLUS BKSP TOLL LIMITED


413, B Wing, Shree Nand Dham PT CIMANGGIS CIBITUNG TOLLWAYS
4th Floor, Sector 11, CBD Belapur Wisma Bakrie 1 Lantai 17
Navi Mumbai 400 614 Jl. HR. Rasuna Said Kav. B2
India Jakarta 12920
T +91 2227573777 Indonesia
F +91 2227573767 T + 62 21 52920266
F + 62 21 52920837

226
PLUS Expressways Berhad 2010 Annual Report
No. of Ordinary Shares Held
CDS Account No.

FORM OF
PROXY
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
Ninth 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 Wednesday, 29 June 2011 at 2.30 p.m.

My/Our proxy is to vote as indicated below:


(Please indicate with a “ ” or “ ” 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 re-elect the following Directors retiring in accordance
with Article 76 of the Company’s Articles of Association:
i) Tan Sri Datuk K. Ravindran
Resolution 2 ii) Datuk Seri Panglima Mohd Annuar Zaini
Resolution 3 iii) Quah Poh Keat
Resolution 4 To re-appoint Tan Sri Dato’ Mohd Sheriff Mohd Kassim
retiring in accordance with Section 129 (6) of the Companies
Act, 1965.
Resolution 5 To approve the Directors’ remuneration.
Resolution 6 To re-appoint Messrs Ernst & Young as Auditors and to
authorise the Directors to fix their remuneration.
Resolution 7 To approve the Proposed Renewal of Shareholders’
Mandate for Recurrent Related Party Transactions of a
Revenue or Trading Nature.
Resolution 8 To approve the Proposed New Mandate for Additional
Recurrent Related Party Transactions of a Revenue or
Trading Nature.

Dated this day of 2011.

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
6, Symphony House, Block D13, Pusat Dagangan Dana 1, Jalan PJU 1A/46, 47301 Petaling Jaya, Selangor, 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 appointer or his attorney duly authorised in writing or if such appointer
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 6, Symphony House,
Block D13, Pusat Dagangan Dana 1,
Jalan PJU 1A/46,
47301 Petaling Jaya,
Selangor, Malaysia

2nd fold here

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