AR Plusbhd 2002

Directors’ Report
financial
Statements
and
Contents
81 Directors’ Report
87 Statement by Directors
87 Statutory Declaration
88 Report of the Auditors
89 Balance Sheets
91 Income Statements
92 Statement of Changes in Equity
93 Cash Flow Statements
96 Notes to the Financial Statements

directors’ report
The Directors present their annual report together with the audited financial statements of the Group and of the Company for the period
ended 31 December 2002.
incorporation, principal activities and initial public offering

The Company was incorporated on 29 January 2002 pursuant to a debt restructuring scheme and a flotation scheme of Projek Lebuhraya
Utara-Selatan Berhad (“PLUS”), as a consequence of which it became the owner of the entire equity shareholding in PLUS.
The principal activity of the Company is investment holding.
PLUS is involved in the operation and maintenance of a tolled expressway network comprising the North-South Expressway, the New Klang
Valley Expressway, and a section of Federal Highway Route 2 in Peninsular Malaysia.
The flotation scheme involved an initial public offering resulting in the listing and quotation of the Company’s shares on the Main Board
of the Kuala Lumpur Stock Exchange on 17 July 2002.
The debt restructuring and flotation scheme of PLUS are described in the section on ‘Significant Events’ below.
financial results
Group Company
RM’000 RM’000
Profit/(loss) before exceptional items 735,337 (7,840)

Exceptional items (2,510,313) —
Loss before taxation (1,774,976) (7,840)

Taxation — —
Loss after taxation attributable to shareholders of the Company (1,774,976) (7,840)
There were no material transfers to or from reserves or provisions during the financial period other than as disclosed in the Statements
of Changes in Equity.
In the opinion of the Directors, the results of the operations of the Group and of the Company during the financial period have not been
substantially affected by any item, transaction or event of a material and unusual nature, other than the exceptional items disclosed in Note
33 to the financial statements.
share capital
The Company was incorporated on 29 January 2002 with an authorised share capital of RM100,000 and an issued and paid-up capital of
RM0.50 made up of 2 shares of RM0.25 each. Its authorised share capital was subsequently increased to RM2,500,000,000 on 16 May
2002 through the creation of 9,999.6 million ordinary shares at RM0.25 each.
During the financial period, the issued and fully paid-up share capital of the Company was increased to RM1,250,000,000 by the issue of
4,999.99 million ordinary share of RM0.25 each at par as consideration for the acquisition of the entire issued and paid-up share capital
at PLUS comprising 1,548.83 million ordinary share of RM1 each (see the section on ‘Significant Events’ below).
2002 Annual Report 81

directors’ report
share capital (cont’d.)

On 17 July 2002, the entire 5,000,000,000 ordinary shares of RM0.25 each in issue were listed and quoted on the Main Board of the
Kuala Lumpur Stock Exchange.
significant events
As stated above, the Company was incorporated pursuant to a debt restructuring scheme and a flotation scheme of PLUS, as a
consequence of which it became the owner of the entire equity shareholding in PLUS.
PLUS was incorporated in 1986 and under the terms of a concession awarded by the Government of Malaysia, has been involved in the
construction of and improvements to the expressway network, its maintenance, and toll road operations.
PLUS’s debt restructuring scheme and flotation scheme were preceded by agreements with the Government involving revised toll rate
structures, its tax exempt status and toll compensation arrangements. These are described in the following sections.
(a) Revised Toll Rate Structures

In consideration of PLUS agreeing to the revised toll rate structures applicable from 1 January 2002 (details which are set out in
Note 2 of the financial statements) the Government agreed to the following:
(i) to waive PLUS’s obligation to pay the interest accrued to 1 January 2002 amounting to RM1,729.22 million on its Government
Support Loan;
(ii) to waive PLUS’s obligation to pay interest on the remaining principal amount of RM750 million on the Government Support
Loan, after (i) above; and
(iii) to address the manner in which the Government would discharge its liability in respect of the amount of compensation due
that would arise in each of the remaining Concession Years; such compensation would arise as the new toll rates which took
effect from 1 January 2002 are lower than the toll rates contemplated in the Supplemental Concession Agreement previously
entered into; and the arrangements have been formalised through a Second Supplemental Concession Agreement, and in the
manner described in (c) below, ‘Toll Compensation Arrangements’.
PLUS entered into a Third Supplemental Support Loan Agreement with the Government on 23 May 2002 in connection with the
exemption from the payment of interest on the Government Support Loan, as described in (i) and (ii) above.
(b) Tax Exempt Status

Additionally, and in conjunction with the Flotation Scheme (see (d) below), the Government has agreed in writing to grant PLUS tax
exempt status for a period of five consecutive years from 2002 to 2006. The exemption is to apply to PLUS’s ‘Adjusted Income’ from
all sources. PLUS expects to receive in due course the Ministerial Order document to formalise the exemption. In the meanwhile,
PLUS has sought and received legal advice that the Government’s agreement to grant tax exempt status is legal, valid, binding and
enforceable, and pending the required Ministerial Order, PLUS would have a legal and valid defence against any income tax that may
be assessed upon it for income in respect of the tax exempt period.
(c) Toll Compensation Arrangements

Under the compensation arrangements pursuant to the Second Supplemental Concession Agreement (“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 referred to in (b) above;
(ii) deduction for interest that would have been payable to the Government on the Government Support Loan, had the Government
not waived PLUS from its obligation to pay such interest;
(iii) set-off of PLUS’s income tax liabilities against such compensation due to PLUS after the deductions referred to in (i) and (ii)
above; and
(iv) set-off of any Toll Sharing Amount due to the Government against the resultant from (iii) above.
82 PLUS Expressways Berhad

significant events (cont’d.)
(c) Toll Compensation Arrangements (Cont’d.)
Under the SSCA, in any Concession Year after the tax exempt period, if there is any tax amount owing by PLUS to the Government
after taking into consideration the adjustments referred to in (i), (ii) and (iii) above, PLUS shall pay such tax amount owed by it to
the Government in cash.
The SSCA provides that the payment of such tax amount shall not include any toll sharing to be paid to the Government (if
applicable), which shall continue to be carried forward for utilisation against future toll compensation amounts. Upon expiry of the
Concession Period, any amounts of tax payable and toll sharing amounts which have not been utilised under the compensation
arrangements referred to above are to be paid by PLUS to the Government. However, if there are any amounts due from the
Government upon expiry of the Concession Period, such amounts are to be unconditionally waived by PLUS.
In the event that the Government imposes a toll rate which is lower than the toll rates stated in the SSCA for any Concession Year,
the SSCA provides that the amount of further compensation arising will be paid in full. Notwithstanding such compensation, the other
toll compensation arrangements pursuant to the SSCA will remain in effect.
(d) Debt Restructuring and Flotation Scheme

On 4 April 2002, PLUS submitted an application to the Securities Commission for the restructuring of its debts (“Debt Restructuring”)
and for an initial public offering (“Flotation Scheme”) via the Company. The Debt Restructuring and the Flotation Scheme were
completed on 31 May 2002 and 17 July 2002 respectively.
Debt Restructuring
The Debt Restructuring involved inter alia:
(i) a renounceable rights issue of ordinary shares, whereby 316.25 million new PLUS shares of RM1.00 each were offered to
United Engineers (Malaysia) Berhad (“UEM”), its then immediate holding company, at an issue price of RM7.59 per share. UEM
renounced its rights to Khazanah Nasional Berhad and upon subscription by the party, raised approximately RM2,400 million;
(ii) the conversion of all the Redeemable Convertible Bonds (“RCBs”) in issue into 214.03 million new ordinary shares in PLUS at
a converted price of RM8.39 per share based on the values prescribed in the trust deed governing the RCBs;
(iii) the settlement of PLUS’s investment in UEM Bond, sale of PLUS’s investment in Renong SPV Bond to UEM, and full settlement
of a loan previously extended by PLUS to UEM, for aggregate proceeds of RM3,600 million; as a result, PLUS recognised a
one-time exceptional loss of RM4,239.5 million on 31 May 2002, and the RM3,600 million consideration received was utilised
for part-settlement of PLUS Bonds then in issue; in conjunction with the disposal of Renong SPV Bond, PLUS transferred its
special share held in Renong Debt Management Sdn Bhd, the issuer of Renong SPV Bond, to UEM;
(iv) the issuance of RM5,100 million Bai Bithaman Ajil Islamic Debt Securities (“BAIDS”) and utilisation of these proceeds to fully
settle the outstanding balances on the Commercial Loans of RM1,417.2 million and Serial Bonds of RM568.0 million, and the
remaining part of PLUS Bonds in issue of RM3,114.8 million;
(v) the conversion of 368,552,941 Non-cumulative Convertible Preference Shares of PLUS into an equivalent number of ordinary
shares of RM1.00 each;
(vi) extinguishment of special rights attached to the Special Share issued by PLUS, such that, it would rank pari passu with the
other ordinary shares of PLUS in issue;
(vii) approval by the High Court for the elimination of accumulated losses of RM3,185.0 million against the share premium account
arising from the issue of ordinary shares referred to in (i) and (ii) above;
(viii) an internal reorganisation by which the Company acquired the entire issued and paid up share capital of PLUS subsequent to
PLUS’s completion of the Debt Restructuring, and in exchange issued new ordinary shares as consideration. The share exchange
involved the issue of 4,999.99 million ordinary shares of RM0.25 each in the Company in exchange for 1,548.83 million ordinary
shares in PLUS. Accordingly, the Company’s issued share capital had increased from 2 ordinary shares of RM0.25 each to 5,000
million ordinary shares of RM0.25 each. Subsequent to the completion of the share exchange, PLUS became a wholly-owned
subsidiary of the Company;

directors’ report
significant events (cont’d.)

(d) Debt Restructuring and Flotation Scheme (Cont’d.)
Other than the issue of BAIDS, the Debt Restructuring described above was effected via a Scheme of Arrangement under Section
176 of the Companies Act.
Flotation Scheme
The Flotation Scheme involved the following:
(ix) The sale by UEM of 630,000,000 ordinary shares of RM0.25 each in the Company to Malaysian and foreign institutional
investors at an institutional offering price of RM2.55 per share determined by way of book-building;
(x) The non-renounceable restricted sale by UEM of 125,641,000 ordinary shares of RM0.25 each in the Company to previous UEM
Shareholders on the basis of one ordinary share for every four ordinary shares of RM0.50 each previously held in UEM, at the
restricted offering price of RM2.295 per share; and
(xi) The sale by UEM of 174,359,000 ordinary shares of RM0.25 each in the Company at the retail offering price of RM2.295 per
share, comprising:
(aa) 73,000,000 ordinary shares of RM0.25 each in the Company, to eligible employees and Directors of UEM Group, Renong
Group and Khazanah Nasional Berhad; and eligible users of ‘Touch ‘n Go’ (the electronic toll payment system used for
the expressways); and
(bb) 101,359,000 ordinary shares of RM0.25 each in the Company (and any shares not applied for under (aa) above), to
Malaysian retail investors, of which a minimum of 30% was set aside for Bumiputra applicants.
Upon the completion of the flotation scheme, the Company was officially listed on the Main Board of the Kuala Lumpur Stock
Exchange (“KLSE”) on 17 July 2002.
(e) Issue of RM2,260 million nominal value of Bai Bithaman Ajil Serial Bonds
On 20 December 2002, PLUS issued RM2,260 million nominal value of Bai Bithaman Ajil Serial Bonds (“BBA Serial Bonds”) on a
bought-deal basis, and raised net proceeds of RM1,148.93 million to fully redeem the outstanding Link Bonds in issue.
directors
The names of the Directors of the Company in office since the date of incorporation and at the date of this report are:
Tan Sri Dato’ Mohd Sheriff bin Mohd Kassim (Appointed w.e.f. 29.1.02)
Abdul Wahid bin Omar (Appointed w.e.f. 29.1.02)
Dato’ Idrose bin Mohamed (Appointed w.e.f. 21.2.02)
YM Professor DiRaja Ungku Abdul Aziz bin Ungku Abdul Hamid (Appointed w.e.f. 11.3.02)
Hassan bin Ja’afar (Appointed w.e.f. 18.3.02)
Dato’ Mohamed Azman bin Yahya (Appointed w.e.f. 3.5.02)
Tan Sri Razali bin Ismail (Appointed w.e.f. 6.5.02)
Datuk K. Ravindran s/o C. Kutty Krishnan (Appointed w.e.f. 6.5.02)
Geh Cheng Hooi (Appointed w.e.f. 20.5.02)
Neither at the end of the financial period, nor at any time during that period, did there subsist any arrangement to which the Company is a
party, whereby Directors might acquire benefits by means of the acquisition of shares in, or debentures of, the Company or any other body
corporate, other than as result of the subscription of shares in conjunction with the flotation referred to in the section on ‘Significant Events’.

directors (cont’d.)
The following Directors who held office at the end of the financial period had, according to the register required to be kept under Section
134 of the Companies Act 1965, interests in shares in the Company as stated below:
Number of Ordinary Shares of RM0.25 each

The Company As at During the year As at
Direct Interest 29/1/2002 Acquired Disposed 31/12/2002
Tan Sri Dato’ Mohd Sheriff bin Mohd Kassim 1 50,000 (1) 50,000
Abdul Wahid bin Omar 1 40,000 (1) 40,000
Dato’ Idrose bin Mohamed — 40,000 — 40,000
YM Professor DiRaja Ungku Abdul Aziz bin Ungku Abdul Hamid — 40,000 — 40,000
Hassan bin Ja’afar — 40,000 — 40,000
Dato’ Mohamed Azman bin Yahya — 40,000 — 40,000
Tan Sri Razali bin Ismail — 40,000 — 40,000
Datuk K. Ravindran s/o C. Kutty Krishnan — 40,000 — 40,000
Geh Cheng Hooi — 40,000 — 40,000
Since the date of incorporation, no Director has received or become entitled to receive any benefits (other than a benefit included in the
aggregate amount of emoluments received or due and receivable by the Directors as disclosed in the financial statements or the fixed
salary of a full-time employee of the Company) 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.
In accordance with Section 129(2) of the Companies Act 1965, YM Professor DiRaja Ungku Abdul Aziz, 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 a resolution passed
by a majority of not less than three-fourths 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. A resolution to re-appoint him
as Director of the Company will be proposed at the forthcoming Annual General Meeting.
holding company
The Directors regard United Engineers (Malaysia) Berhad, a company incorporated in Malaysia which owns 46.4% of the equity, 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 provision for doubtful
debts and satisfied themselves that there were no known bad debts and that adequate provision had been made for doubtful
debts; and
(ii) to ensure that any current assets which were unlikely to realise their value as shown in the accounting records in the ordinary
course of business had been written down to an amount which they might be expected so to realise.

directors’ report
other statutory information (cont’d.)

(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 the provision for doubtful debts in the Group and 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 financial
statements of the Group and of the Company which would render any amount stated in the consolidated financial statements and
financial statements misleading.
(e) As at the date of this report, there does not exist:
(i) any charge on the assets of the Group and of the Company which has arisen since the end of the financial period 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 period.
(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 period 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 period
and the date of this report which is likely to affect substantially the results of the Group and of the Company for the financial
period in which this report is made.
auditors
The auditors, Ernst & Young, have expressed their willingness to accept reappointment.
On behalf of the Board,
TAN SRI DATO’ MOHD SHERIFF BIN MOHD KASSIM ABDUL WAHID BIN OMAR
Director Director
Kuala Lumpur, Malaysia

27 February 2003

statement by directors
pursuant to section 169(15) of the Companies Act, 1965
We, TAN SRI DATO’ MOHD SHERIFF BIN MOHD KASSIM and ABDUL WAHID BIN OMAR, being two of the Directors of PLUS
EXPRESSWAYS BERHAD, do hereby state that in the opinion of the Directors, the financial statements set out on pages 89 to 134 are
drawn up in accordance with applicable Approved Accounting Standards in Malaysia so as to give a true and fair view of:
(i) the financial position of the Group and of the Company as at 31 December 2002 and of the results of the Group and of the Company
for the year then ended; and
(ii) the cash flows of the Group and of the Company for the year ended 31 December 2002.
On behalf of the Board,
TAN SRI DATO’ MOHD SHERIFF BIN MOHD KASSIM ABDUL WAHID BIN OMAR
Director Director

27 February 2003
statutory declaration
pursuant to section 169(16) of the Companies Act, 1965
I, ABDUL WAHID BIN OMAR, the Director primarily responsible for the financial management of PLUS EXPRESSWAYS BERHAD, do
solemnly and sincerely declare that the financial statements set out on pages 89 to 134 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 )

ABDUL WAHID BIN OMAR at Kuala Lumpur in the )
Federal Territory on 27 February 2003 )
ABDUL WAHID BIN OMAR
Before me,
NEOH SWEE KEE

No. W037

report of the auditors
to the members of PLUS EXPRESSWAYS BERHAD (Incorporated in Malaysia)
We have audited the financial statements set out on pages 89 to 134. These financial statements are the responsibility of the Company’s
Directors. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with applicable Approved Standards on Auditing in Malaysia. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by the Directors, as well as evaluating the overall presentation of
the financial statements. We believe that our audit provides a reasonable basis for our opinion.
In our opinion:
(a) the financial statements have been properly drawn up in accordance with the provisions of the Companies Act 1965 and applicable
Approved Accounting Standards in Malaysia so as to give a true and fair view of:
(i) the financial position of the Group and of the Company as at 31 December 2002 and of the results and the cash flows of the
Group and of the Company for the year then ended; and
(ii) the matters required by Section 169 of the Companies Act 1965 to be dealt with in the consolidated financial statements and
financial statements; and
(b) the accounting and other records and the registers required by the Act to be kept by the Company and by its subsidiary company
have been properly kept in accordance with the provisions of the Act.
We are satisfied that the financial statements of the subsidiary that have been consolidated with the financial statements of the Company
are in form and content appropriate and proper for the purposes of the preparation of the consolidated financial statements and we have
received satisfactory information and explanations required by us for those purposes.
The auditor’s report on the financial statements of the subsidiary was not subject to any qualification material to the consolidated financial
statements and did not include any comment required to be made under Section 174(3) of the Act.
In forming our opinion, we have considered the adequacy of the disclosure made in Note 3(b) to the financial statements concerning the
Directors having considered legal, valid, binding and enforceable the Government’s agreement of the subsidiary tax exempt status, and
pending the required Ministerial Order, that the subsidiary would have a legal and valid defence against any income tax that may be
assessed upon it for income in respect of the tax exempt period. In view of the significance of this matter, we consider that the disclosure
should be brought to your attention. Our opinion is not qualified in this respect.
ERNST & YOUNG SUKANTA KUMAR DUTT

AF:0039 1556/08/04 (J)
Chartered Accountants Partner

27 February 2003

balance sheets
as at 31 December 2002
Proforma
Group Group Company
2002 2001 2002
Note RM’000 RM’000 RM’000
PROPERTY, PLANT AND EQUIPMENT 5 25,697 26,898 —

CONCESSION ASSETS 6 8,654,047 8,547,060
INVESTMENTS 7 — 7,507,970 —
INVESTMENT IN SUBSIDIARY COMPANY 8 — — 1,250,000
AMOUNT OWING BY IMMEDIATE HOLDING COMPANY – LOAN 9 — 43,076 —
FUTURE INCOME TAX BENEFIT 10 70,322 70,322 —
CURRENT ASSETS
Toll Compensation recoverable from the Government of Malaysia 11 286,896 — —
Sundry receivables, deposits and prepayments 12 9,704 9,033 —
Amounts owing by related companies – trade transactions 9 3,661 29,025 —
Short term deposits with licensed banks 13 924,789 549,102 —
Cash and bank balances 13 5,268 13,852 1
1,230,318 601,012 1
CURRENT LIABILITIES
Trade payables 38,930 16,372 —
Sundry payables and accruals 14 54,554 51,401 209
Amount owing to immediate holding company – trade transactions 9 17,449 21,813 109
Amounts owing to related companies – trade transactions 9 80,656 50,248 —
Amount owing to subsidiary – non trade transactions 9 — — 7,523
Borrowings 15 — 646,204 —
BAIDS 16 100,000 — —
Fixed Rate Serial Bonds 23 — 144,000 —
Taxation — 9,328 —
291,589 939,366 7,841
NET CURRENT ASSETS/(LIABILITIES) 938,729 (338,354) (7,840)
9,688,795 15,856,972 1,242,160

balance sheets
Proforma
Group Group Company
2002 2001 2002
FINANCED BY:
SHARE CAPITAL 17 1,250,000 1,250,000 1,250,000

CAPITAL RESERVE 18 461,138 10,000 —
MERGER RESERVE/(DEFICIT) 19 298,834 (231,447) —
REVENUE RESERVE/(ACCUMULATED LOSS) 20 512,172 (907,059) (7,840)
2,522,144 121,494 1,242,160
BORROWINGS 15 962,000 3,492,775 —

BAIDS 16 5,000,000 — —
BBA SERIAL BONDS 21 1,151,275 — —
LINK BONDS 22 — 1,044,725 —
FIXED RATE SERIAL BONDS 23 — 568,000 —
PLUS BONDS 24 — 8,870,708 —
REDEEMABLE CONVERTIBLE SECURED BONDS 25 — 1,709,428 —
LONG TERM LIABILITIES

Amount owing to immediate holding company 9 6,885 6,885 —
Retirement benefits 4(h)(ii) 11,074 9,673 —
DEFERRED LIABILITIES 26 35,417 33,284 —
9,688,795 15,856,972 1,242,160
The annexed notes form an integral part of these financial statements.

income statements
for the period ended 31 December 2002
Proforma
Group Group Company
1/1/2002 to 1/1/2001 to 29/1/2002 to
31/12/2002 31/12/2001 31/12/2002
REVENUE 29 1,662,696 1,220,000 —

Direct cost of operations (394,171) (419,922) —
Gross profit 1,268,525 800,078 —

Other operating income 30 27,944 24,999 —
General and administration expenses (65,099) (39,597) (7,840)
PROFIT/(LOSS) FROM OPERATIONS 31 1,231,370 785,480 (7,840)

Net finance expense 32 (496,033) (757,537) —
PROFIT/(LOSS) BEFORE EXCEPTIONAL ITEMS 735,337 27,943 (7,840)

EXCEPTIONAL ITEMS 33 (2,510,313) — —
(LOSS)/PROFIT BEFORE TAXATION (1,774,976) 27,943 (7,840)

Taxation 35 — (12,897) —
NET (LOSS)/PROFIT FOR THE PERIOD AFTER TAXATION

ATTRIBUTABLE TO SHAREHOLDERS (1,774,976) 15,046 (7,840)
Basic earnings/(loss) per share (sen)

– before exceptional items 36 14.71 0.30 (0.25)
– after exceptional items 36 (35.50) 0.30 (0.25)

statement of changes in equity
Share Capital Merger Revenue

Note Capital Reserve Reserve Reserves Total
RM’000 RM’000 RM’000 RM’000 RM’000
GROUP
Proforma balance as at 1 January 2001 1,250,000 10,000 (231,447) (922,105) 106,448

Proforma Profit for the period — — — 15,046 15,046
Proforma balance as at 31 December 2001 1,250,000 10,000 (231,447) (907,059) 121,494

Loss for the period — — — (1,774,976) (1,774,976)
Over-accrual of tax payable
in respect of dividends 37 9,207 9,207
Renounceable Rights Issue by PLUS 3(d)(i) — 2,084,087 316,250 — 2,400,337
Conversion of RCBs by PLUS 3(d)(ii) — 1,561,608 214,031 — 1,775,639
Elimination of PLUS accumulated losses 3(d)(vii) — (3,185,000) — 3,185,000 —
Share issue expenses of PLUS — (9,557) — — (9,557)
At 31 December 2002 1,250,000 461,138 298,834 512,172 2,522,144
COMPANY
At the date of incorporation —* — — — —*

Issue of shares 1,250,000 — — — 1,250,000
Loss for the period — — — (7,840) (7,840)
At 31 December 2002 1,250,000 — — (7,840) 1,242,160
* The Company was incorporated on 29 January 2002 with an issued and paid-up capital of RM0.50 made up of 2 shares of RM0.25 each.

cash flow statements
Proforma
Group Group Company
1/1/2002 to 1/1/2001 to 29/1/2002 to
31/12/2002 31/12/2001 31/12/2002
RM’000 RM’000 RM’000
CASH FLOWS FROM OPERATING ACTIVITIES

(Loss)/Profit before taxation (1,774,976) 27,943 (7,840)
Adjustment for:
Depreciation of Property, Plant and Equipment 8,443 7,970 —
Property, Plant and Equipment written off 6 71 —
Amortisation of Expressway Development Expenditure 70,400 105,031 —
Amortisation of Heavy Repairs 59,430 50,074 —
Write off of Systems Development Expenditure — 6,855 —
Provision for retirement benefits 1,401 1,529 —
Allowance for doubtful debts 2,314 — —
Gain on disposal of Property, Plant and Equipment (1,081) (1,359) —
Profit element on BAIDS and BBA Serial Bonds 183,143 — —
Interest expense on Borrowings and Bonds 625,132 1,535,658 —
Interest income from UEM Bond & Renong SPV Bond (291,706) (761,462) —
Interest income from Loan to immediate holding company (1,656) (3,780) —
Interest income from Short Term Deposits (21,447) (17,111) —
Toll compensation recoverable from Government, net of Toll Sharing (286,896) — —
Exceptional Items 2,510,313 — —
2,857,796 923,476 —
Operating profit before working capital changes 1,082,820 951,419 (7,840)
Changes in working capital:
Receivables 464 (310) —

Payables 25,329 (1,509) 209
Immediate holding company (4,364) 14,199 109
Related companies 55,772 37,609 7,523
Cash Generated From Operations 1,160,021 1,001,408 1

Future maintenance expenditure received — 8,000 —
Taxation paid (121) (1,334) —
Retirement benefits paid — (6) —
Net cash generated from operating activities 1,159,900 1,008,068 1

cash flow statements
Proforma
Group Group Company
1/1/2002 to 1/1/2001 to 29/1/2002 to
31/12/2002 31/12/2001 31/12/2002
RM’000 RM’000 RM’000
CASH FLOWS FROM INVESTING ACTIVITIES

Interest income earned 314,809 782,353 —
Interest accreted into loans receivable and bond investments (293,362) (765,242) —
Interest receivable (3,947) (498) —
Receipt of interest earned in previous period 498 374 —
Interest received in cash 17,998 16,987 —

Proceeds from redemption of Renong SPV Bond and UEM Bond 3,560,140 1,401,275 —
Proceeds from disposal of Property, Plant and Equipment 1,082 1,382 —
UEM Loan settlements 44,732 — —
Payments for Property, Plant and Equipment acquired (7,249) (14,401) —
Payments for Expressway Development Expenditure (133,026) (90,314) —
Payments for Heavy Repairs (103,791) (61,198) —
Payments for Systems Development Expenditure — (1,527) —
Net cash generated from investing activities 3,379,886 1,252,204 —
Net cash flows after investing activities 4,539,786 2,260,272 1
CASH FLOWS FROM FINANCING ACTIVITIES

Interest expense and profit element incurred (808,275) (1,535,658) —
Interest accreted into loans payable and bonds in issue 516,960 1,317,490 —
Interest payable on Commercial Loans and Fixed Rate Serial Bonds — 24,520 —
Profit element payable on BAIDS 27,035 — —
Payment of interest incurred in previous period (24,229) (28,976) —
Other financing costs paid (291) (3,009) —
Interest paid in cash (288,800) (225,633) —

Proceeds from BBA Serial Bonds 1,148,930 — —
Proceeds from BAIDS 5,100,000 — —
Proceeds from issuance of renounceable rights issue 2,400,337 — —
Proceeds from Additional Support Loan — 73,000 —
Repayment of Commercial Loans (1,417,219) (482,769) —
Repayment of Fixed Rate Serial Bonds (712,000) (54,000) —
Repayment on redemption of PLUS Bonds (9,215,375) (1,401,275) —
Repayment on redemption of Link Bonds (1,148,462) — —
Payment of share issue expenses (9,557) — —
Cash coupon paid on RCBs — (13,890) —
Net cash used in financing activities (4,142,146) (2,104,567) —

Proforma
Group Group Company
1/1/2002 to 1/1/2001 to 29/1/2002 to
31/12/2002 31/12/2001 31/12/2002
Net increase in cash and cash equivalents 397,640 155,705 1
Cash and cash equivalents at the beginning of the period 532,417 376,712 —
Cash and cash equivalents at the end of the period 930,057 532,417 1
Cash and Cash Equivalents

Cash and bank balances 5,268 13,852 1
Short term deposits 924,789 549,102 —
930,057 562,954 1
Bank overdraft 15 — (30,537) —
Cash and cash equivalents 930,057 532,417 1
The restrictions applicable to the above cash and cash equivalents are referred to Notes 4(l), 15, 16, 21 and 28 to the financial statements.

notes to the financial statements
– 31 December 2002
1 general
PLUS Expressways Berhad (‘PLUS Expressways’ or ‘the Company’) was incorporated on 29 January 2002 pursuant to a debt
restructuring scheme and a flotation scheme of Projek Lebuhraya Utara-Selatan Berhad (“PLUS”), as a consequence of which it
became the owner of the entire equity shareholding in PLUS.
PLUS is involved in the operation and maintenance of a tolled expressway network comprising the North-South Expressway, the
New Klang Valley Expressway, and a section of Federal Highway Route 2 in Peninsular Malaysia.
The flotation scheme involved an initial public offering resulting in the listing and quotation of the Company’s shares on the Main
Board of the Kuala Lumpur Stock Exchange on 17 July 2002.
The debt restructuring and flotation scheme of PLUS are described in Note 3, ‘Significant Events’ below.
2 award of concession to PLUS

The Government of Malaysia (“the Government”) and United Engineers (Malaysia) Berhad (“UEM”) entered into a Concession
Agreement dated 18 March 1988 in connection with the North-South Interurban Toll Expressway, the New Klang Valley Expressway
and the Federal Highway Route 2 projects.
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.
PLUS was incorporated in 1986 and under the terms of a concession awarded by the Government of Malaysia, has been involved
in the construction of and improvements to the expressway network, its maintenance, and toll road operations.
On 8 July 1999, PLUS entered into a Supplemental Concession Agreement (“SCA”) with the Government for an extension of the
Concession Period to 31 May 2030. Additionally, toll rate structures were revised and toll revenue sharing arrangements were
established between the parties.
On 11 May 2002, PLUS entered into a Second Supplemental Concession Agreement (“SSCA”) with the Government whereby toll
rate structures were further revised for the remaining period of the Concession Agreement 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 will be in force from 1 January 2002 until
31 December 2004;
(ii) scheduled increases of Class 1 toll rate by 10% every 3 years thereafter.
Toll rates for other classes of vehicles are determined based on pre-set factors by reference to rates applicable to Class 1 vehicles.
Details of the compensation and set-off arrangement and other relevant matters in relation to PLUS agreeing to the lower toll rate
structures are set out in Note 3, ‘Significant Events’.

3 significant events
As stated in Note 1, the Company was incorporated pursuant to a debt restructuring scheme and a flotation scheme of PLUS, as
a consequence of which it became the owner of the entire equity shareholding in PLUS.
PLUS’s debt restructuring scheme and flotation scheme were preceded by agreements with the Government involving revised toll
rate structures, its tax exempt status and toll compensation arrangements. These are described in the following sections.
(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 above) the Government agreed to the following:
(i) to waive PLUS’s obligation to pay the interest accrued to 1 January 2002 amounting to RM1,729.22 million on its
Government Support Loan;
(ii) to waive PLUS’s obligation to pay interest on the remaining principal amount of RM750 million on the Government
Support Loan, after (i) above; and
(iii) to address the manner in which the Government would discharge its liability in respect of the amount of compensation
due that would arise in each of the remaining Concession Years; such compensation would arise as the new toll rates
which took effect from 1 January 2002 are lower than the toll rates contemplated in the SCA previously entered into;
and the arrangements have been formalised through the SSCA, and in the manner described in (c) below, ‘Toll
Compensation Arrangements’.
PLUS entered into a Third Supplemental Support Loan Agreement with the Government on 23 May 2002 in connection with
the exemption from the payment of interest on the Government Support Loan, as described in (i) and (ii) above.
(b) Tax Exempt Status

Additionally, and in conjunction with the Flotation Scheme (see (d) below), the Government has agreed in writing to grant
PLUS tax exempt status for the period of five consecutive years from 2002 to 2006. The exemption is to apply to PLUS’s
‘Adjusted Income’ from all sources. PLUS expects to receive in due course, the Ministerial Order document to formalise the
exemption. In the meanwhile, PLUS has sought and received legal advice that the Government’s agreement to grant tax
exempt status is legal, valid, binding and enforceable, and pending the required Ministerial Order, PLUS would have a legal
and valid defence against any income tax that may be assessed upon it for income in respect of the tax exempt period.
(c) Toll Compensation Arrangements

Under the 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 referred to in (b) above;
(ii) deduction for interest that would have been payable to the Government on the Government Support Loan, had the
Government not waived PLUS from its obligation to pay such interest;
(iii) set-off of PLUS’s income tax liabilities against such compensation due to PLUS after the deductions referred to in (i)
and (ii) above; and
(iv) set-off of any Toll Sharing Amount due to the Government against the resultant from (iii) above.
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 significant events (cont’d.)

(c) Toll Compensation Arrangements (Cont’d.)
The SSCA provides that the payment of such tax amount shall not include any toll sharing to be paid to the Government
(if applicable), which shall continue to be carried forward for utilisation against future toll compensation amounts. Upon expiry
of the Concession Period, any amounts of tax payable and toll sharing amounts which have not been utilised under the
compensation arrangements referred to above are to be paid by PLUS to the Government. However, if there are any amounts
due from the Government upon expiry of the Concession Period, such amounts are to be unconditionally waived by PLUS.
In the event that the Government imposes a toll rate which is lower than the toll rates stated in the SSCA for any Concession
Year, the SSCA provides that the amount of further compensation arising will be paid in full. Notwithstanding such
compensation, the other toll compensation arrangements pursuant to the SSCA will remain in effect.
(d) Debt Restructuring and Flotation Scheme

On 4 April 2002, PLUS submitted an application to the Securities Commission for the restructuring of its debts
(“Debt Restructuring”) and for an initial public offering (“Flotation Scheme”) via PLUS Expressways. The Debt Restructuring
and the Flotation Scheme were completed on 31 May 2002 and 17 July 2002 respectively.
Debt Restructuring
The Debt Restructuring involved inter alia:
(i) a renounceable rights issue of ordinary shares, whereby 316.25 million new PLUS shares of RM1.00 each were offered
to UEM, its then immediate holding company, at an issue price of RM7.59 per share. UEM renounced its rights to
Khazanah Nasional Berhad and upon subscription by the party, raised approximately RM2,400 million;
(ii) the conversion of all the Redeemable Convertible Bonds (“RCBs”) in issue into 214.03 million new ordinary shares in
PLUS at a converted price of RM8.39 per share based on the values prescribed in the trust deed governing the RCBs;
(iii) the settlement of PLUS’s investment in UEM Bond, sale of PLUS’s investment in Renong SPV Bond to UEM, and full
settlement of a loan previously extended by PLUS to UEM, for aggregate proceeds of RM3,600 million; as a result, PLUS
recognized a one-time exceptional loss of RM4,239.5 million on 31 May 2002, and the RM3,600 million consideration
received was utilized for part-settlement of PLUS Bonds then in issue; in conjunction with the disposal of Renong SPV Bond,
PLUS transferred its special share held in Renong Debt Management Sdn Bhd, the issuer of Renong SPV Bond, to UEM;
(iv) the issuance of RM5,100 million Bai Bithaman Ajil Islamic Debt Securities (“BAIDS”) and utilisation of these proceeds
to fully settle the outstanding balances on the Commercial Loans of RM1,417.2 million and Serial Bonds of RM568.0
million, and the remaining part of PLUS Bonds in issue of RM3,114.8 million;
(v) the conversion of 368,552,941 Non-cumulative Convertible Preference Shares of PLUS into an equivalent number of
ordinary shares of RM1.00 each;
(vi) extinguishment of special rights attached to the Special Share issued by PLUS, such that, it would rank pari passu with
the other ordinary shares of PLUS in issue;
(vii) approval by the High Court for the elimination of accumulated losses of RM3,185.0 million against the share premium
account arising from the issue of ordinary shares referred to in (i) and (ii) above;
(viii) an internal reorganisation by which PLUS Expressways acquired the entire issued and paid-up share capital of PLUS
subsequent to PLUS’s completion of the Debt Restructuring, and in exchange issued new PLUS Expressways ordinary
shares as consideration. The share exchange involved the issue of 4,999.99 million ordinary shares of RM0.25 each in
PLUS Expressways in exchange for 1,548.83 million ordinary shares in PLUS. Accordingly, PLUS Expressways’ issued
share capital had increased from 2 ordinary shares of RM0.25 each to 5,000 million ordinary shares of RM0.25 each.
Subsequent to the completion of the share exchange, PLUS became a wholly-owned subsidiary of PLUS Expressways;
Other than the issue of BAIDS, the Debt Restructuring described above was effected via a Scheme of Arrangement under
Section 176 of the Companies Act.

3 significant events (cont’d.)
(d) Debt Restructuring and Flotation Scheme (Cont’d.)
Flotation Scheme
The Flotation Scheme involved the following:
(ix) The sale by UEM of 630,000,000 ordinary shares of RM0.25 each in PLUS Expressways to Malaysian and foreign
institutional investors at an institutional offering price of RM2.55 per share determined by way of book-building;
(x) The non-renounceable restricted sale by UEM of 125,641,000 ordinary shares of RM0.25 each in PLUS Expressways
to previous UEM Shareholders on the basis of one PLUS Expressways ordinary share for every four ordinary shares of
RM0.50 each previously held in UEM, at the restricted offering price of RM2.295 per share; and
(xi) The sale by UEM of 174,359,000 ordinary shares of RM0.25 each in PLUS Expressways at the retail offering price of
RM2.295 per share, comprising:
(aa) 73,000,000 ordinary shares of RM0.25 each in the Company, to eligible employees and Directors of UEM Group,
Renong Group and Khazanah Nasional Berhad; and eligible users of ‘Touch ‘n Go’ (the electronic toll payment
system used for the expressways); and
(bb) 101,359,000 ordinary shares of RM0.25 each in PLUS Expressways (and any shares not applied for under (aa)
above), to Malaysian retail investors, of which a minimum of 30% was set aside strictly for Bumiputra applicants.
Upon the completion of the flotation scheme, PLUS Expressways was officially listed on the Main Board of the Kuala Lumpur
Stock Exchange (“KLSE”) on 17 July 2002.
(e) Issue of RM2,260 million nominal value of Bai Bithaman Ajil Serial Bonds
On 20 December 2002, PLUS issued RM2,260 million nominal value of Bai Bithaman Ajil Serial Bonds (“BBA Serial Bonds”)
on a bought-deal basis, and raised net proceeds of RM1,148.93 million to fully redeem the outstanding Link Bonds in issue.
4 significant accounting policies

(a) Basis of Accounting and Preparation of the Financial Statements
The financial statements of the Group and of the Company have been prepared under the historical cost convention and
comply with applicable Approved Accounting Standards issued by the Malaysian Accounting Standards Board (“MASB”).
With reference to the ‘Significant Events’ detailed in Note 3, the preparation of the financial statements of the Group for period
ended 31 December 2002 has taken account of the following:
(i) the waiver received from the Government of PLUS’s obligation to pay interest accrued to 1 January 2002 on the
Government Support Loan, and from the obligation to pay interest on the remaining principal amount thereafter;
(ii) toll compensation arrangements as set out in the SSCA;
(iii) the tax exemption status granted by the Government for a five year period commencing 2002; and
(iv) the Debt Restructuring which was completed on 31 May 2002.
These events did not, however, have any effects on the preparation of the comparative financial statements of the proforma
group presented in respect of the year ended 31 December 2001.

4 significant accounting policies (cont’d.)

(b) Basis of Consolidation
The consolidated financial statements incorporate the financial statements of PLUS Expressways for the period from its date
of incorporation, 29 January 2002 to 31 December 2002, and of PLUS for the year ended 31 December 2002. The
consolidated financial statements have been prepared using the merger method of accounting as the combination between
PLUS Expressways and PLUS meets the relevant criteria set out in the MASB Standard 21 “Business Combination”, thus
depicting the combination of these entities as if they had been in combination for the entire period.
(c) Borrowing Costs

Borrowing costs attributable to the acquisition, construction or production of an asset during periods when activities
necessary to prepare the asset for its intended use are in progress, are capitalised as a component of the cost of the asset.
Such capitalisation ceases when substantially all activities necessary to prepare the asset for its intended use are complete.
Where the carrying amount, inclusive of capitalised borrowing costs, if applicable, of an asset exceeds its recoverable amount, such
excess is written down or adjusted for as a provision for impairment, through an appropriate charge to the income statement.
(d) Property, Plant and Equipment, and Depreciation

Property, plant and equipment are stated at cost less accumulated depreciation and impairment losses.
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:
%
Aircraft 12
Motor Vehicles 20
Furniture and Fittings 20
Office Equipment 20
Computers 20
Telecommunication System 20
Operation Tools and Equipment 20
Buildings 2
(e) Concession Assets

Items classified as Concession Assets comprise Expressway Development Expenditure and Heavy Repairs.
(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.
The amortisation formula applied in the preparation of the financial statements for the period to arrive at accumulated
amortisation as at the balance sheet date is as follows:
Accumulated Amortisation as at 1/1/1999

+
Cumulative Toll Revenue to date Aggregate of
wef 1/1/1999 X Net Book Value of EDE
as at 1/1/1999 and cumulative
Projected Total Toll Revenue subsequent additions to date
from 1/1/1999 to 31/5/2030 at cost

(e) Concession Assets (Cont’d.)
(i) Expressway Development Expenditure (Cont’d.)
The aggregate of the unamortised balance on EDE as at 31 December 1998 and additions incurred thereafter is to be
amortised to the income statement annually from 1999 onwards such that the accumulated amortisation is based on
the proportion that toll revenues for the period from 1 January 1999 to the end of the accounting period represents as
a percentage of the projected toll revenues for the period from 1 January 1999 to the expiry of the extended Concession
Period. The resultant has been added to the balance of the accumulated amortisation brought forward as at 1 January
1999, to arrive at the accumulated amortisation as at the balance sheet date.
It is the Group’s accounting policy to normally account for changes in estimates which affect the calculation of
accumulated amortisation, in the amortisation for the financial period in which the change arises. However, the changes
that arose with the implementation of a previous debt restructuring scheme in 1999 were considered fundamental
changes to the relationships between revenues and costs associated with the Concession. The amortisation formula was,
therefore, revised on a prospective basis with effect from 1 January 1999 as described above.
The projected toll revenues used for the purposes of the amortisation calculations for the period ended 31 December
2002 are based on the aggregate of the actual revenues for Concession Years 1999 to 2002, and base case traffic
volume projections for the remainder of the extended Concession Period ending May 2030 prepared by independent
Traffic Consultants in January 2002 using the new toll rate structures described in Note 3. In addition to the projected
toll revenue, PLUS has incorporated the projected toll compensation revenue to the end of the concession period arising
from the toll compensation arrangements described in Note 3 in the amount of projected toll revenue.
(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 incurred, this being the anticipated economic
life of such works.
(f) Impairments
The carrying amounts of the Group’s and Company’s assets and inventories are reviewed at each balance sheet date to
determine whether there is any indication of impairment. If any such indication exists, the asset’s recoverable amount is
estimated and an impairment loss is recognised whenever the recoverable amount is less than the carrying amount of the
asset. The impairment loss is recognised in the Income Statement immediately.
All reversals of impairment losses are recognised as income immediately in the Income Statement. An impairment loss is
only reversed to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been
determined, net of depreciation or amortisation, if no impairment had been recognised.
(g) Deferred Taxation

Tax effect accounting is applied by the balance sheet method and all taxable temporary differences are recognised. Where
such temporary differences give rise to net deferred tax benefits, these are recognised when it is probable that taxable profits
will be available in the future against which the deferred tax benefits can be utilised.

(m) Revenue Recognition
(i) Investment Income
Investment income is recognised when the right to receive is established and no significant uncertainty exists as regard
to its recovery.
(ii) Toll Compensation

Pursuant to the Concession Agreement, the Government of Malaysia reserves the right to restructure or to restrict the
imposition of unit toll rate increases by PLUS, and in such event, the Government shall compensate PLUS for any
reduction in toll revenue, subject to negotiation and other considerations that the Government may deem fit. Toll
compensation for any Concession Year is recognised in the financial statements as revenue when recovery is probable
and the amount that is recoverable can be measured reliably. The amount of toll compensation accrued and recognised
in the income statement for the period ended 31 December 2002 has been estimated after taking into consideration the
effects of the arrangements described in Note 3(c).
(n) 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, PLUS sold certain assets to a trustee, and repurchased them back at the same price together with an agreed profit
margin. PLUS’s 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. Further details of the BAIDS in issue are disclosed in Note 16.
(o) Bai Bithaman Ajil Serial Bonds (“BBA Serial Bonds”)

The BBA Serial Bonds are bonds issued in accordance with the Islamic finance concept of Bai Bithaman Ajil. In accordance
with such concept, PLUS sold certain assets to the subscribers, and repurchased them at the same price plus an agreed
profit margin. PLUS’s payments are deferred in accordance with the maturities of the BBA Serial Bonds.
BBA Serial Bonds were initially stated at cost, being the fair value of the consideration received. The profit element on the
BBA Serial Bonds is recognised as an expense and accreted to the principal amount at a constant rate to the maturity of
each series respectively. Further details of BBA Serial Bonds are disclosed in Note 21.
(p) Link Bonds

Link Bonds were initially stated at cost, being the fair value of the consideration received. Interest on Link Bonds had been
recognised as an expense and accreted to the principal amount. As referred to in Note 3(e), the Link Bonds were fully
redeemed during the period. Further details of Link Bonds are disclosed in Note 22.
(q) Financial Instruments

Financial assets and financial liabilities carried on the balance sheet include cash and bank balances, trade and other
receivables and payables, borrowings and bonds. The accounting policies on recognition and measurement of these items
are disclosed within this note, ‘Significant Accounting Policies’.
Financial instruments are classified as liabilities or equity in accordance with the substance of the respective contractual
arrangements. Interest, dividends, gains and losses relating to a financial instrument classified as a liability, are reported as
expense or income. Distributions to holders of financial instruments classified as equity are charged directly to equity.
Financial instruments are offset when the Group has a legally enforceable right to offset and intends to settle either on a net
basis or to realise the asset and settle the liability simultaneously.


(h) (i) Provisions
Provisions are recognised when it is probable that an outflow of resources embodying economic benefits will be
required to settle present obligation (legal or constructive) as a result of a past event and a reliable estimate can be
made of the amount of the obligation.
(ii) Provision for Retirement Benefits

Provision for employee retirement benefits made in the financial statements is in accordance with predetermined
obligations of PLUS for personnel whose employment contracts had been transferred in 1988 from the previous
Malaysian Highway Authority, pursuant to the Concession Agreement.
The scheme is unfunded and the provision represents full liabilities based on the length of service of the personnel
concerned, at contracted rates.
PLUS also contributes to the statutory Employees Provident Fund in accordance with applicable statutory rates.
(i) Deferred Liabilities

Fees recovered from third parties as advance payments of future maintenance expenditure, in consideration for right-of-way
access granted by PLUS, are classified as deferred liabilities, and subsequently incurred amounts are set-off against such
deferred liabilities.
(j) Foreign Currencies

Transactions denominated in foreign currencies during the period are recorded in Ringgit Malaysia at exchange rates ruling
at the time of the transactions or at contracted rates. Foreign currency denominated monetary assets and liabilities are
reported in Ringgit Malaysia at exchange rates which approximate those ruling at the balance sheet date, or at contracted
rates where applicable. Gains or losses on exchange are dealt with in the income statement.
(k) Investments
The investments in subsidiary companies are stated at cost in the financial statements of the Company, unless in the opinion
of the Directors, there has been a diminution or impairment in value, in which case provision will be made for diminution.
Investment in Bonds are stated at cost plus accreted interest, adjusted for settlement of cash coupon, less any provision that
may be required for diminution or impairment in value. The accretion of interest on bond investments is recognised as
interest income on the basis of their underlying yields. Pursuant to the Debt Restructuring, PLUS has disposed of its
investments in bonds during 2002 in conjunction with the Debt Restructuring referred to in Note 3.
(l) Cash Flow Statement

The cash flow statement, which is prepared using the indirect method, classifies changes in cash and cash equivalents
according to operating, investing and financing activities. The Group does not consider any of its assets other than deposits
with licensed financial institutions and cash and bank balances to meet the definition of cash and cash equivalents. The use
of the cash and cash equivalent balances, however, is subject to the restrictions set out in Note 28.

5 property, plant and equipment

Furniture, Fittings,
Telecommunication Operation
and Office Motor Tools and
Equipment Aircraft Vehicles Computers Equipment Buildings Total
GROUP RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
COST
At 1 January 2002 23,587 8,541 17,846 35,284 6,480 3,843 95,581
Additions 761 — 5,956 1,530 — — 8,247
Disposals (2) — (2,481) — — — (2,483)
Written off (312) — (32) (12,523) (15) — (12,882)
Adjustments for over accrual (35) — — (963) — — (998)
At 31 December 2002 23,999 8,541 21,289 23,328 6,465 3,843 87,465
ACCUMULATED DEPRECIATION
At 1 January 2002 18,674 91 14,357 29,564 5,683 314 68,683
Charge for the period 2,564 1,090 2,019 2,217 476 77 8,443
Disposals (1) — (2,481) — — — (2,482)
Written off (309) — (32) (12,520) (15) — (12,876)
At 31 December 2002 20,928 1,181 13,863 19,261 6,144 391 61,768
NET BOOK VALUE

At 31 December 2002 3,071 7,360 7,426 4,067 321 3,452 25,697

5 property, plant and equipment (cont’d.)
Furniture, Fittings,
Telecommunication Operation
and Office Motor Tools and
Equipment Aircraft Vehicles Computers Equipment Buildings Total
GROUP RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
COST
At 1 January 2001 23,366 — 17,870 33,052 6,439 3,843 84,570
Additions 773 8,541 2,743 2,297 47 — 14,401
Disposals (4) — (2,767) — — — (2,771)
Written off (548) — — (65) (6) — (619)
At 31 December 2001 23,587 8,541 17,846 35,284 6,480 3,843 95,581
ACCUMULATED DEPRECIATION
At 1 January 2001 16,153 — 15,182 27,405 5,032 237 64,009
Charge for the year 3,003 91 1,922 2,224 653 77 7,970
Disposals (1) — (2,747) — — — (2,748)
Written off (481) — — (65) (2) — (548)
At 31 December 2001 18,674 91 14,357 29,564 5,683 314 68,683
NET BOOK VALUE

At 31 December 2001 4,913 8,450 3,489 5,720 797 3,529 26,898

6 concession assets
Proforma
Group Group
2002 2001
RM’000 RM’000
Expressway Development Expenditure 8,377,966 8,315,340

Heavy Repairs 276,081 231,720
8,654,047 8,547,060
Details of concession assets are as follows:
(i) Expressway Development Expenditure

Amortisation
Accumulated Net Book charge for
Cost Amortisation Value period
RM’000 RM’000 RM’000 RM’000
31 December 2002 9,250,599 872,633 8,377,966 70,400
31 December 2001 9,117,573 802,233 8,315,340 105,031
(ii) Heavy Repairs

Amortisation
Accumulated Net Book charge for
Cost Amortisation Value period
RM’000 RM’000 RM’000 RM’000
31 December 2002 568,791 292,710 276,081 59,430
31 December 2001 465,000 233,280 231,720 50,074

7 investments
UNQUOTED BONDS
Renong
UEM Bond SPV Bond Total
Group RM’000 RM’000 RM’000
31 December 2002
Cost
At beginning of the period 2,951,177 3,152,214 6,103,391
Settlement (2,951,177) (3,152,214) (6,103,391)
At end of the period — — —
Accreted Interest
At begining of the period 679,157 725,422 1,404,579
Accretion to settlement 141,088 150,618 291,706
Settlement (820,245) (876,040) (1,696,285)
At end of the period — — —
— — —
— — —
31 December 2001
Cost
At beginning of the period 2,951,177 4,309,573 7,260,750
Redemption during the period — (1,157,359) (1,157,359)
At end of the period 2,951,177 3,152,214 6,103,391
Accreted interest at end of the period 679,157 725,422 1,404,579
3,630,334 3,877,636 7,507,970
On 31 May 2002, PLUS recognised an aggregate exceptional loss of RM4,239.5 million (Note 33) upon the settlement of the
Renong SPV Bond and UEM Bond.

8 investment in subsidiary company

Company
2002
RM’000
Investment in subsidiary, at cost 1,250,000
The subsidiary company, which is incorporated in Malaysia, is as follows:
Effective
Equity Interest
Name Principal Activity 2002 2001
Projek Lebuhraya Utara-Selatan Berhad Construction, operation and maintenance of the tolled 100% —
North-South Interurban Expressway, New Klang Valley
Expressway and a section of the Federal Highway Route 2.
The investment is stated at cost in the Company’s financial statements. Cost reflects the nominal value of shares issued by the
Company for the acquisition.
9 holding and related companies

The Directors regard UEM, which is incorporated in Malaysia and owns 46.4% of the equity as immediate holding company. The
intermediate holding company is Syarikat Danasaham Sdn Bhd and the ultimate holding company is Khazanah Nasional Berhad,
both of which are also incorporated in Malaysia. Khazanah Nasional Berhad is wholly-owned by the Minister of Finance Inc., an
entity incorporated in Malaysia.
(i) Amount owing by immediate holding company – Loan

Proforma
Group Group
2002 2001
RM’000 RM’000
Principal 35,000 35,000

Interest 9,732 8,076
44,732 43,076
Repayment during the period (44,732) —
— 43,076
Pursuant to the Debt Restructuring referred to in Note 3(d)(iii), the carrying amount of the UEM Loan of RM44.7 million was
fully repaid in cash on 31 May 2002.

9 holding and related companies (cont’d.)
(ii) Amount owing to immediate holding company
Proforma
Group Group Company
2002 2001 2002
RM’000 RM’000 RM’000
Amount owing to immediate holding company 24,334 28,698 109

Less: Repayable after twelve months (6,885) (6,885) —
Repayable within twelve months 17,449 21,813 109
The short-term portion of the amount owing to UEM is trade in nature and non-interest bearing.
The long-term portion of the amount owing to UEM of RM6,884,880 is non-interest bearing and is payable only after PLUS
has repaid all amounts borrowed from financial institutions and the Government of Malaysia.
(iii) Related companies

Related companies in these financial statements refer to members of Khazanah Nasional Berhad group of companies.
10 future income tax benefit

The provision for future income tax benefit is analysed as follows:
Proforma
Group Group Company
2002 2001 2002
RM’000 RM’000 RM’000
Unabsorbed tax losses 178,389 178,389 —

Unabsorbed capital allowances 1,007,065 1,007,065 —
Timing differences on Expressway Development Expenditure (1,032,694) (1,032,694) —
Other timing differences (82,438) (82,438) —
70,322 70,322 —

10 future income tax benefit (cont’d.)

The reconciliation of the tax effects of accounting and taxable income are as follows:
Proforma
Group Group Company
2002 2001 2002
RM’000 RM’000 RM’000
Accounting (loss)/profit (1,774,976) 27,943 (7,840)
Tax at applicable statutory tax rate of 28% (496,993) 7,824 (2,195)

Tax effect of net expenses that are not deductible in determining
taxable profit 1,190,010 5,073 2,105
Current period unabsorbed tax losses 90 — 90
Tax effect of tax exemptions (693,107) — —
Tax expense (Note 35) — 12,897 —
11 toll compensation recoverable from the government of malaysia

Proforma
Group Group
2002 2001
RM’000 RM’000
Toll compensation revenue 294,973 —

Less : Accrual for toll sharing (Note 29) (8,077) —
286,896 —
The amount of toll compensation recoverable and the set-off of the toll sharing amount are based on the toll compensation
arrangements as described in Note 3(c).

12 sundry receivables, deposits and prepayments
Proforma
Group Group
2002 2001
RM’000 RM’000
Sundry debtors 6,825 3,479

Less : Allowance for doubtful debts (2,314) —
4,511 3,479
Deposits and prepayments 5,193 5,554
9,704 9,033
13 short term deposits with licensed banks, cash and bank balances
The use of the balances is subject to the restrictions set out in Note 28, ‘Security Arrangements of Borrowings and Bonds’.
14 sundry payables and accruals

Proforma
Group Group Company
2002 2001 2002
RM’000 RM’000 RM’000
Sundry creditors 7,074 6,242 —

Profit element payable on BAIDS 27,035 — —
Interest payable on Commercial Loans and Fixed Rate Serial Bonds — 24,520 —
Accruals 19,363 19,566 209
Others 1,082 1,073 —
54,554 51,401 209

15 borrowings
Principal and Repayable Repayable
Capitalised within after
Interest 12 months 12 months
Group RM’000 RM’000 RM’000
31 December 2002
Government Support Loan (interest free) 750,000 — 750,000

Additional Support Loan (interest free) 212,000 — 212,000
962,000 — 962,000
31 December 2001
Government Support Loan 2,479,223 — 2,479,223

Additional Support Loan 212,000 — 212,000
Commercial Loans:
(a) Syndicated Term Loan 710,072 308,206 401,866
(b) Syndicated Standby Loan 162,902 69,508 93,394
(c) Syndicated Second Stage Term Loan 544,245 237,953 306,292
Bank Overdraft 30,537 30,537 —
4,138,979 646,204 3,492,775
The maturity profile of borrowings is analysed in Note 27, ‘Maturity Profile of Bonds and Borrowings’.
15.1 Government Support Loan

As described in Note 3(a), in consideration of PLUS agreeing to lower toll rates, the Government and PLUS entered into a
Third Supplemental Support Loan Agreement whereby the Government agreed to waive PLUS’s obligation to pay interest
chargeable by the Government under the Support Loan Agreement accrued up to 1 January 2002, amounting to RM1,729.22
million. The amount of interest waived includes the interest capitalised and accrued in the intervening period between the
represented and actual date of issue of the Link Bonds as described below. The balance of principal on the Government
Support Loan after deduction of the interest waiver amounts to RM750 million, and the Government has also agreed to
exempt PLUS from its obligation to pay interest on this balance.
In conjunction with a previous debt restructuring scheme undertaken in 1999, PLUS entered into the Second Supplemental
Support Loan Agreement (‘SSSLA’) with the Government in connection with the issue of RM900 million (in present day value
at the issue date) Link Bonds to a related company, Hartanah Lintasan Kedua Sdn Bhd, in satisfaction of the proposed
assumption by another related company, Linkedua (Malaysia) Berhad, of RM900 million of PLUS’s Government Support Loan.
The Link Bonds did not involve cash inflows or outflows to PLUS upon issue and have been represented, based on the
SSSLA, to be issued on 1 September 1999, with a corresponding reduction in the Government Support Loan. However, the
Link Bonds were issued only on 21 June 2000 from which date the Link Bonds are accreted at the agreed yield, and the
interest on the Government Support Loan was capitalised at the resulting reduced balance.

15 borrowings (cont’d.)
15.1 Government Support Loan (Cont’d.)
In the intervening period between the represented date of issue of the Link Bonds on 1 September 1999 and the actual issue
date on 21 June 2000, the principal balance of the RM900 million Government Support Loan remained, according to the
SSSLA, an obligation of PLUS and was subject to interest at 10% per annum capitalised semi-annually and repayable from
2011 to 2020 in 20 equal semi-annual instalments.
Upon issue of the Link Bonds on 21 June 2000, PLUS’s obligation in respect of the RM900 million principal portion of the
Government Support Loan was correspondingly reduced. However, the interest cost capitalised up to the date of issue of the
Link Bonds, which became an obligation of PLUS until the interest exemption described above, bore interest of 10% per
annum capitalised semi-annually, and was to be repayable from 2011 to 2020 in 20 equal semi-annual instalments.
The applicable repayment terms on PLUS’s balance of the Government Support Loan as at 31 December 2002 and 31
December 2001 are summarised as follows:
RM’000 Repayment Terms
2002 2001
750,000 2,393,528 Repayable from 2014 to 2023 in 10 equal annual instalments.
— 85,695 Repayable from 2011 to 2020 in 20 equal semi-annual instalments.
750,000 2,479,223
The interest rates applicable to 1 January 2002 were 8% per annum capitalised annually, and 10% per annum capitalised
semi-annually for the respective amounts. Subsequent to 1 January 2002, the RM750 million balance is interest-free as
described above.
The relevant details of the security arrangements are stated in Note 28, ‘Security Arrangements of Borrowings and Bonds’.
15.2 Additional Support Loan

On 25 August 1999, PLUS entered into an Additional Support Loan Agreement with the Government for an interest-free loan
not exceeding RM212 million in consideration for PLUS agreeing to lower its toll rates for certain years from those specified
in the Supplemental Concession Agreement dated 8 July 1999. PLUS had provided an undertaking to the Government that it
would provide such security interest in favour of the Government in December 2006 (or any other date as may be agreed
by PLUS and the Government) to secure the loan.
However, on 23 May 2002, PLUS entered into a Supplemental Additional Support Loan Agreement for, inter alia, the creation
of security for the loan, with such security ranking on a subordinated basis to certain other borrowings of PLUS following
completion of PLUS’s Debt Restructuring.
The loan has been fully drawndown and is repayable as one bullet repayment on 2 January 2024.

15 borrowings (cont’d.)
15.3 Commercial Loans
The Commercial Loans were fully settled on 31 May 2002 pursuant to the Debt Restructuring, as referred to in Note 3(d)(iv).
The effective interest rates during the period prior to the settlement of the commercial loans on 31 May 2002 ranged between
6.31% and 10.25% (2001: 6.47% to 10.25%) per annum.
15.4 Bank Overdraft

The overdraft facility had borne interest at 1.25% per annum above the base lending rate of the lending commercial bank.
16 bai bithaman ajil islamic debt securities (“baids”)

Proforma
Group Group
2002 2001
RM’000 RM’000
Repayable within 12 months 100,000 —

Repayable after 12 months 5,000,000 —
5,100,000 —
The BAIDS are constituted by a Trust Deed dated 23 May 2002 made by PLUS and the Trustee for the holders of the BAIDS.
As referred to in Note 3(d)(iv), PLUS issued RM5,100 million of BAIDS on 31 May 2002. The BAIDS are negotiable non-interest
bearing secured Primary Bonds together with non-detachable Secondary Bonds. The Primary Bonds were issued in 15 series, with
maturities commencing from 2003 to 2017.
Each series of the BAIDS is divided into a specific number of Primary Bonds in face value of RM1 million each to which shall be
attached an appropriate number of Secondary Bonds, the face value of which represents the semi-annual profit of the bonds. The
Secondary Bonds are redeemable every six months commencing six months after the issue date. The face value of the Secondary
Bonds are computed based on the profit rates specified for each series of the Primary Bonds, i.e. from 3.40% to 7.50% per annum.
The terms of the BAIDS contain various covenants, including the following:
(i) PLUS must maintain a Finance Service Coverage Ratio of at least 2.75 times on each calculation date, being 31 December
and 30 June in each year, or such other date in respect of any calculation required to be made prior to any payment of
dividend or distribution, or any advances;
(ii) PLUS must maintain a Finance Service Reserve Account (“FSRA”) during the tenure of the BAIDS which has a minimum
balance equivalent to the next 12 months’ finance service due under the BAIDS. The amount therein may be withdrawn to
meet any payment under the BAIDS, provided always that PLUS shall transfer monies into such account within 30 days from
such withdrawal to maintain the minimum balance described above; and

16 bai bithaman ajil islamic debt securities (“baids”) (cont’d.)
(iii) PLUS must maintain a Maintenance Reserve Account (“MRA”) during the tenure of the BAIDS which has (i) within six months
from 31 May 2002, a minimum balance equivalent to the projected capital expenditure for the Expressways in respect of the
three months following 31 May 2002; (ii) within nine months from 31 May 2002, a minimum balance equivalent to the
projected capital expenditure of the Expressways in respect of the nine months following 31 May 2002; and (iii) within twelve
months from 31 May 2002, a minimum balance equivalent to the projected capital expenditure of the Expressways in respect
of the twelve months following 31 May 2002. 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 describe above.
The terms of the Trust Deed prescribes that in the event of default, the nominal amount of the BAIDS, that is the Cost Portion of
Sale Portion, and the profit element next due will become immediately due and payable.
17 share capital
Group and
Company
2002
RM’000
Authorised:
400,000 ordinary shares of RM0.25 each at beginning of the period 100
9,999,600,000 ordinary shares of RM0.25 each created during the period 2,499,900
10,000,000,000 ordinary shares of RM0.25 each at end of the period 2,500,000
Issued and fully paid up:

2 ordinary shares of RM0.25 each at beginning of the period —
4,999,999,998 ordinary shares of RM0.25 each created during the period 1,250,000
5,000,000,000 ordinary shares of RM0.25 each at end of the period 1,250,000
The share capital of the Group has been restated for the issuance of shares for the acquisition of the subsidiary company as if
the subsidiary company has been owned throughout the current and preceding financial periods. Accordingly, the proforma share
capital in respect of the Group for the comparative period has been stated as RM1,250 million.

18 capital reserve
Proforma
Group Group
2002 2001
RM’000 RM’000
Non-distributable:
Capital Redemption Reserve 10,000 10,000

Share Premium 451,138 —
461,138 10,000
The movements in the capital reserves are shown in the statements of changes in equity.
The Capital Redemption Reserve was created upon the redemption by PLUS of Redeemable Convertible Cumulative Preference
Shares in 1999.
Share premium of the Group represents the premium arising from the rights issue and the conversion of the RCBs as referred to
in Note 3.
19 merger reserve/(deficit)
The difference between the nominal value of share of the Company issued as consideration and the nominal value of the shares
acquired has been classified as a merger reserve/(deficit). The merger deficit as at 1 January 2002 is reflected as the subsidiary
company had accumulated losses and did not have sufficient reserve for set-off.
The analysis of the Group’s results before and after 31 May 2002, the effective date of merger, is as follows:
1/1/2002 to 1/6/2002 to 1/1/2002 to 1/1/2001 to

31/5/2002 31/12/2002 31/12/2002 31/12/2001
Pre-Merger Post-Merger Total Total
RM’000 RM’000 RM’000 RM’000
Profit after taxation

The Company before merger (308) (7,532) (7,840) —
Merged subsidiary (2,277,941) 510,805 (1,767,136) 15,046
(2,278,249) 503,273 (1,774,976) 15,046

Elimination of inter-company transactions — — — —
The Group after merger (2,278,249) 503,273 (1,774,976) 15,046

20 revenue reserve/(accumulated loss)
Proforma
Group Group Company
2002 2001 2002
RM’000 RM’000 RM’000
Balance at beginning of period (907,059) (922,105) —

(Loss)/profit for the period (1,774,976) 15,046 (7,840)
Over-accrual of tax payable in respect of dividends 9,207 — —
(2,672,828) (907,059) (7,840)

Eliminated against Share Premium 3,185,000 — —
Balance at end of period 512,172 (907,059) (7,840)
Pursuant to the Scheme of Arrangement under Section 176 of the Companies Act 1965, as approved by the High Court, the entire
amount of accumulated losses of PLUS as at 31 May 2002 of RM3,185 million was eliminated against the share premium arising
from the issue of ordinary shares.
By virtue of the terms of PLUS’s tax exemption (see Note 3(b)), the entire revenue reserve of PLUS as at 31 December 2002 is
distributable as tax exempt dividends.
The distributability of the Revenue Reserve of the Group is subject to the restrictions set out in Note 28, ‘Security Arrangements
of Borrowings and Bonds’.
21 bai’ bithaman ajil serial bonds (“bba serial bonds”)

Proforma
Group Group
2002 2001
RM’000 RM’000
BBA Serial Bonds 1,148,930 —

Accreted Profit Element 2,345 —
1,151,275 —
The BBA Serial Bonds are constituted by a Trust Deed dated 11 December 2002 made by PLUS and the Trustee for the holders
of the BBA Serial Bonds.
As referred to in Note 3(e), PLUS issued RM2,260 million of BBA Serial Bonds on 20 December 2002. The BBA Serial Bonds are
negotiable non-interest bearing secured Bonds in bearer form evidencing a promise by PLUS to pay stated sums on specified dates.
The Bonds are issued in 12 series with tenures from 8.5 years to 14 years from the date of issue.

21 bai’ bithaman ajil serial bonds (“bba serial bonds”) (cont’d.)

PLUS sold all its rights, benefits and title under the Concession Agreement at the Purchase Price of RM1,149 million and
subsequently repurchased them for RM2,260 million being the aggregate of the Purchase Price and a Profit Margin. The profit
margin ranges from 5.75% to 6.95% per annum and is compounded semi-annually.
The terms of the Trust Deed prescribes that in the event of default, the nominal amount of the BBA Serial Bonds, that is the Asset
Sale Price, will become immediately due and payable.
22 zero coupon redeemable unsecured serial bonds (“link bonds”)

Proforma
Group Group
2002 2001
RM’000 RM’000
Zero Coupon Redeemable Unsecured Serial Bonds 2011/2019 900,000 900,000

Accreted Interest 248,462 144,725
1,148,462 1,044,725
Redemption (1,148,462) —
— 1,044,725
The Link Bonds were fully redeemed during the period, as referred to in Note 3(e).
The Link Bonds had previously borne a yield to maturity of 10% per annum.
23 fixed rate serial bonds

Repayable Repayable
within after
Principal 12 months 12 months
Group RM‘000 RM‘000 RM‘000
31 December 2002 — — —
31 December 2001 712,000 144,000 568,000
The Fixed Rate Serial Bonds were fully repaid during the period in conjunction with the Debt Restructuring, as referred to in Note 3.
The Fixed Rate Serial Bonds had previously borne interest from 9.75% to 9.90% (2001: 9.75% to 9.90%) per annum.

24 redeemable secured bonds (“plus bonds”)
Proforma
Group Group
2002 2001
RM’000 RM’000
PLUS Bonds 7,211,190 8,368,549

Redemption (7,211,190) (1,157,359)
— 7,211,190
Accreted Interest 2,004,185 1,903,434

Redemption (2,004,185) (243,916)
— 1,659,518
— 8,870,708
The PLUS Bonds were fully settled during the period in conjunction with the Debt Restructuring, as referred to in Note 3(d).
The PLUS Bonds had previously borne a yield to maturity of 9.4% per annum, compounded semi-annually.
25 redeemable convertible secured bonds (“rcbs”)

Proforma
Group Group
2002 2001
RM’000 RM’000
RCBs
– Tranche 1 132,500 132,500
– Tranche 2 1,256,500 1,256,500
1,389,000 1,389,000
Accreted Interest 345,889 334,318

Less: Cash coupon paid during the period — (13,890)
345,889 320,428
1,734,889 1,709,428
Conversion to ordinary shares (1,734,889) —
— 1,709,428
The RCBs were converted into ordinary shares during the period in conjunction with the Debt Restructuring, as referred to in Note 3(d)(ii).
The RCBs had previously borne a yield to maturity of 9.4% per annum, compounded semi-annually.

26 deferred liabilities
Deferred liabilities comprises fees received in advance for future maintenance expenditure to be incurred, in consideration for right-
of-way granted by PLUS, analysed as follows:
Proforma
Group Group
2002 2001
RM’000 RM’000
Amounts received in advance 48,146 44,072

Amounts expended (12,729) (10,788)
35,417 33,284
27 maturity profile of bonds and borrowings

Amounts outstanding and repayable as at 31 December 2002 and 31 December 2001 of the Group are tabulated as follows:
Between Between
Within 1 and 2 3 and 5 After 5
1 Year Years Years Years Total
Note RM’000 RM’000 RM’000 RM’000 RM’000
31 December 2002
Borrowings 15 — — — 962,000 962,000

BAIDS 16 100,000 200,000 1,250,000 3,550,000 5,100,000
BBA Serial Bonds 21 — — — 1,151,275 1,151,275
100,000 200,000 1,250,000 5,663,275 7,213,275
31 December 2001
Borrowings 15 646,204 716,977 84,575 2,691,223 4,138,979

Link Bonds 22 — — — 1,044,725 1,044,725
Fixed Rate Serial Bonds 23 144,000 144,000 424,000 — 712,000
PLUS Bonds 24 — — 8,870,708 — 8,870,708
RCBs 25 — — 1,709,428 — 1,709,428
790,204 860,977 11,088,711 3,735,948 16,475,840
Note 3(d) refers to the refinancing of the Link Bonds and Debt Restructuring that involved the early repayment, redemption and
conversion of the above Bonds and Borrowings.

28 security arrangements of borrowings and bonds
The security arrangements as at 31 December 2002 in connection with PLUS’s borrowings and bonds are as follows:
(i) Security arrangements for Designated Debts

Designated Debts refer to the Overdraft Facility and Maintenance Bond Facility (“the Existing Debt”), BAIDS, the Government
Support Loan and the Additional Support Loan.
(a) An assignment and charge (ranking first in point of security) over the Toll Amounts, Credit Balances and 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 the Charged Amount);
(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 Insurances;
(c) A debenture over the fixed and floating assets of PLUS (other than Security interest already covered under (a) and (b)
above, Support Loan Account, the Performance Bonds, the Performance Bonds Proceeds Account, the Charged Amount
and the BBA Security Account);
(d) An assignment (ranking first in point of security) over PLUS’s rights, title and interest in the Additional Project
Agreements; and
(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 Designated Debt Security”)
The Security Trustee shall hold the benefit of the Designated Debt Security for the benefits of the Designated Debts ranking
amongst themselves in the following manner:
(a) ranking first, the BAIDS, Existing Debts and the Government Support Loan shall rank pari passu amongst themselves; and
(b) ranking second, the Additional Support Loan.
save and except for:
(a) The security in respect of the Performance Bonds and the Performance Bonds Proceeds Account, which shall be held
by the Security Trustee only for the benefit of the Designated Debt other than the Government Support Loan, which
shall rank as follows:
• ranking first, the BAIDS, Existing Debts which has been designated as Designated Debt shall rank pari passu
amongst themselves; and
• ranking second, the Additional Support Loan.
(b) The security in respect of the FSRA (which forms part of the Additional Project Account mentioned in (a) above), shall
rank as between the Designated Debt as follows:
• ranking first, the BAIDS;

• ranking second, the Existing Debts and the Government Support Loan shall rank pari passu amongst themselves; and
• ranking third, the Additional Support Loan.

28 security arrangements of borrowings and bonds (cont’d.)

(i) Security arrangements for Designated Debts (Cont’d.)
(c) The security in respect of the Assignment of the Concession shall be held by the Security Trustee only for the benefit
of the Designated Debt other than the Government Support Loan and the Additional Support Loan, which shall rank
pari passu amongst themselves.
The BBA Security Account and the Charged Amounts are excluded from the Designated Debt Security and are charged
to the holders of the BBA Serial Bonds.
The Support Loan Account is totally excluded from the Security and is charged to the Government under the Support
Loan Agreement.
(ii) Security arrangements for BBA Serial Bonds

(a) Assignment over the Charged Amounts; and
(b) Charge over the BBA Security Account.
The BBA Security Account to receive the Charge Amounts shall be managed by the BBA Serial Bonds Trustee.
Determination of the Charged Amounts shall be in the following manner:
(a) 6 months prior to and ending on the date falling 65 days before maturity date of the BBA Serial Bonds (the “Relevant
Period”), PLUS shall determine the excess cashflow of PLUS (other than proceeds from the issuance of new shares by
PLUS and excluding the FSRA and MRA, which are charged to the holders of the BAIDS) 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 Existing Debt as remains outstanding;
(iii) to the FSRA and MRA during the said Relevant Period;
(iv) in respect of the redemption of BAIDS during the said Relevant Period; and
(v) for any Toll Revenue sharing payable in cash to the Government pursuant to the Concession Agreement in respect
of toll revenue collected for the Relevant Period ending on such date.

29 revenue
The revenue of PLUS represents revenue from expressway toll collections and toll compensation revenue recoverable from the
Government, net of the Government’s share of toll revenue.
Proforma
Group Group Company
1/1/2002 to 1/1/2001 to 29/1/2002 to
31/12/2002 31/12/2001 31/12/2002
RM’000 RM’000 RM’000
Toll revenue 1,375,800 1,222,605 —

Toll compensation revenue 294,973 — —
1,670,773 1,222,605 —
Accrual for Government’s Share of Toll Revenue (8,077) (2,605) —
1,662,696 1,220,000 —
On 8 July 1999, PLUS entered into a Supplemental Concession Agreement (“SCA”) with the Government for an extension of the
Concession Period to 31 May 2030. Additionally, toll rate structures were revised and toll revenue sharing arrangements were
established between the parties. Based on the terms of the SCA, and the toll revenue earned during the year, the Government is
entitled in respect of the Concession Years 2001 to 2008, to 20% of the amount by which the actual toll revenue of PLUS exceeds
the threshold toll revenue as specified in the SCA.
As referred to in Note 3(a), further revised toll rate structures have been imposed through the Second Supplemental Concession
Agreement. The toll compensation revenue is arrived at based on the agreed terms in the Second Supplemental Concession
Agreement entered into with the Government as described in Note 3(c).
30 other operating income

Other operating income comprises the following:
Proforma
Group Group Company
1/1/2002 to 1/1/2001 to 29/1/2002 to
31/12/2002 31/12/2001 31/12/2002
RM’000 RM’000 RM’000
Income from rental of facilities 10,383 6,050 —

Income from rental of fibre optic telecommunications system
and way leave rights 11,907 11,340 —
Others 5,654 7,609 —
27,944 24,999 —

31 profit/(loss) from operations

Proforma
Group Group Company
1/1/2002 to 1/1/2001 to 29/1/2002 to
31/12/2002 31/12/2001 31/12/2002
RM’000 RM’000 RM’000
Profit/(Loss) from operations is arrived at after charging/(crediting):
Auditors’ remuneration
– statutory audit fee 215 85 30
– other services fee 1,206 372 1,008
– over provision of other services fees in previous periods (406) (441) —
Depreciation of Property, Plant and Equipment 8,443 7,970 —
Property, Plant and Equipment written off 6 71 —
Amortisation
– Expressway Development Expenditure 70,400 105,031 —
– Heavy Repairs 59,430 50,074 —
Write off of Systems Development Expenditure — 6,855 —
Directors’ remuneration
– fees 247 232 141
– other emoluments 516 407 17
– benefit in kind 32 35 —
Fees paid to a third party in respect of services rendered by directors 19 47 6
Listing expenses 6,522 — 6,522
Allowance for doubtful debts 2,314 — —
Provision for retirement benefits 1,401 1,529 —
Rental of equipment 838 612 —
Rental of premises 2,123 2,126 —
Gain on disposal of Property, Plant and Equipment (1,081) (1,359) —

32 net finance expense
Net finance expense for the period arose as follows:
Proforma
Group Group Company
1/1/2002 to 1/1/2001 to 29/1/2002 to
31/12/2002 31/12/2001 31/12/2002
RM’000 RM’000 RM’000
Interest income on Renong SPV Bond & UEM Bond (291,706) (761,462) —
Interest income on Loan to UEM (1,656) (3,780) —
Interest income from Short Term Deposits (21,447) (17,111) —
Interest expense on Borrowings and Bonds 625,132 1,535,658 —
Profit element on BAIDS and BBA Serial Bonds 183,143 — —
Others 2,567 4,232 —
496,033 757,537 —
33 exceptional items
Exceptional items comprise the following:
Proforma
Group Group Company
1/1/2002 to 1/1/2001 to 29/1/2002 to
31/12/2002 31/12/2001 31/12/2002
RM’000 RM’000 RM’000
Waiver of interest on Government Support Loan

as disclosed in Note 3(a)(i) 1,729,223 — —
Loss on investments as disclosed in Note 3(d)(iii) (4,239,536) — —
(2,510,313) — —

34 employee costs
Proforma
Group Group Company
1/1/2002 to 1/1/2001 to 29/1/2002 to
31/12/2002 31/12/2001 31/12/2002
RM’000 RM’000 RM’000
Employee emoluments 96,319 83,557 —

Employee training/welfare 1,803 2,025 —
98,122 85,582 —
Number of employees at end of the period: Number Number Number
Executive 306 255 —

Non-Executive 2,679 2,650 —
2,985 2,905 —
35 taxation
Proforma
Group Group Company
1/1/2002 to 1/1/2001 to 29/1/2002 to
31/12/2002 31/12/2001 31/12/2002
RM’000 RM’000 RM’000
Taxation based on results for the period:
– Current — 1,454 —
– Deferred — 11,443 —
— 12,897 —
No provision for taxation arises for PLUS as income is not assessed to tax due to the tax exempt status granted, as described in
Note 3(b).
As at 31 December 2002, the Group has tax exempt profits available for distribution of approximately RM2,509,300,000 (2001: Nil),
subject to the agreement of the Inland Revenue Board.

36 basic earnings/(loss) per share
Basic earnings per share has been calculated based on the profit or loss after taxation attributable to ordinary shareholders, and
respectively before and after exceptional items, divided by the weighted average number of ordinary shares in issue during the
financial period.
These amounts are tabulated as follows:

Proforma
Group Group Company
1/1/2002 to 1/1/2001 to 29/1/2002 to
31/12/2002 31/12/2001 31/12/2002
Profit/(Loss) after taxation attributable to ordinary shareholders,

before exceptional items (RM’000) 735,337 15,046 (7,840)
(Loss)/Profit after taxation attributable to ordinary shareholders,
after exceptional items (RM’000) (1,774,976) 15,046 (7,840)
Weighted average number of ordinary shares (‘000) 5,000,000 5,000,000 3,164,006
Basis Earnings/(Loss) per share (sen):
– before exceptional items 14.71 0.30 (0.25)
– after exceptional items (35.50) 0.30 (0.25)
37 over-accrual of tax payable in respect of dividends

This is a reversal of an over-accrual in respect of tax payable, for the unavailability of tax credit under Section 108 of the Income
Tax Act 1967, to frank payment of dividends in previous periods.

38 significant related party transactions

Proforma
Group Group Company
2002 2001 2002
RM’000 RM’000 RM’000
Acquisition of aircraft from UEM — 8,541 —
Interest income received/receivable from UEM in respect of UEM Bond 141,088 318,617 —
Interest income received/receivable from UEM in respect of Loan extended to UEM 1,656 3,780 —
Expressways development expenditure works performed for PLUS

by subsidiaries of UEM, namely:
– UE Construction Sdn Bhd 12,679 1,622 —
– Projek Penyelenggaraan Lebuhraya Berhad (“PROPEL”) 12,818 4,311 —
– Teras Control Systems Sdn Bhd 16,170 9,804 —
– Teras Teknologi Sdn Bhd (“TERAS”) 1,711 — —
– Infrared Advanced Technologies Sdn Bhd (“IRAT”) 746 — —
– Pengurusan Lebuhraya Bhd (“PLB”) 450 568 —
Reimbursement by PLUS for the construction and financing costs

of Senai North Interchange incurred by Linkedua (Malaysia) Bhd,
a subsidiary of UEM — 36,610 —
Expressway maintenance expenditure paid/payable to:

– UEM 77,124 178,106 —
– subsidiaries of UEM, namely:
– Soil Centralab Sdn Bhd 283 — —
– Teras Control Systems Sdn Bhd 2,147 736 —
– PROPEL 96,170 7,186 —
– Pati Sdn Bhd, an associated company of UEM — 1,450 —
Project management fees paid/payable to PLB, a subsidiary of UEM 3,049 2,055 —
Network maintenance management and technical services performed

for PLUS by subsidiaries of UEM, namely:
– Opus International Consultants Sdn Bhd 13,865 11,970 —
– PLB 6,073 — —
Provision of information technology services by TERAS, a subsidiary of UEM 1,719 2,027 —

38 significant related party transactions (cont’d.)
Proforma
Group Group Company
2002 2001 2002
RM’000 RM’000 RM’000
Corporate and administrative support services paid/payable to:
– UEM Group Management Sdn Bhd, a subsidiary of UEM 905 1,086 —

– Renong Berhad, an associated company of UEM 32 142 —
Annual arranger fees paid to UEM in respect of RM50 million

syndicated bank guarantee facility 2,282 2,282 —
Amounts payable in respect of Directors’ fees:

– Khazanah Nasional Berhad 9 — 3
– UEM 7 — —
– Prolink Development Sdn Bhd, a subsidiary of Renong — 47 —
Amounts payable for services for operations:
– UEM 8 — 8
– United Services & Automotive Industries Sdn Bhd, a subsidiary of UEM 126 26 —
– TT DotCom Sdn Bhd (“TT DotCom”), an associated company of Renong 161 158 —
Professional fees paid to Africon Asia Sdn Bhd, a subsidiary of UEM — 22 —
Purchase of electronic toll collection system by PLUS from:

– IRAT, a subsidiary of UEM 6,704 4,208 —
– Rangkaian Segar Sdn Bhd (“RSSB”), an associated company of UEM 3,572 2,488 —
Rental and maintenance of office space paid/payable

to Faber Union Sdn Bhd, an associated company of Renong 2,569 2,569 —
Toll collection received/receivable from Expressway Lingkaran

Tengah Sdn Bhd (“ELITE”), a subsidiary of UEM 11,259 5,230 —
Toll collection paid/payable to ELITE, a subsidiary of UEM 1,520 639 —

38 significant related party transactions (cont’d.)

Proforma
Group Group Company
2002 2001 2002
RM’000 RM’000 RM’000
Commission for Touch ‘n Go paid/payable to

RSSB, an associated company of UEM 10,844 10,515 —
Interest income received/receivable from Renong Debt Management

Sdn Bhd, a subsidiary of Renong, in respect of Renong SPV Bond 150,618 442,845 —
Lease rental income received/receivable in respect of fibre optic

telecommunications network and wayleave rights from TT DotCom,
an associated company of Renong 11,405 13,383 —
Income from rental of facilities received/receivable

from associated companies of Renong, namely:
– TT DotCom 370 370 —

– Time Reach Sdn Bhd 133 146 —
– TimeCel Sdn Bhd (formerly known as Time Wireless Sdn Bhd) 4,509 43 —
Professional and secretarial fees paid/payable

to Abu Talib Shahrom & Zahari, of which a director of UEM,
Abu Talib bin Abdul Rahman, is a partner 1,094 648 —
Professional fees paid/payable to Signet Share Registration Services

Sdn Bhd, of which a director of the Company,
YBhg Dato’ Mohamed Azman Yahya, has control 463 — 463

39 capital commitments
Proforma
Group Group Company
2002 2001 2002
RM’000 RM’000 RM’000
Amounts authorised and contracted for 206,152 137,685 —
Amount authorised but not contracted for 29,742 — —
40 financial instruments, financial risk management objective

and policies
The Group’s principal financial instruments consist of BAIDS, BBA Serial Bonds, Government Support Loan, Additional Support Loan
and short term deposits. The BAIDS and the Government Support Loan are refinanced portions of the original project financing
facilities, while the Link Bonds were issued in previous years in connection with group financing requirements. The BBA Serial Bonds
are the refinanced portion of the Link Bonds. Short term deposits are investments of available cash flows from operations.
The Group has various other financial instruments such as trade and sundry payables that arise directly from operations, related
company receivables and payables and sundry receivables.
The Group is exposed to market risk, primarily changes in interest rates that affect interest income from deposits, but does not
hold or issue derivative financial instruments for trading purposes.
The following disclosures exclude sundry receivables, related company receivables and payables, and sundry payables.
The board reviews and agrees policies for managing each of the risks summarised below:
(a) Interest Rate Risk

The Group obtains its external financing through BAIDS, BBA Serial Bonds, the Government Support Loan and the Additional
Support Loan. Whilst the Government Support Loan and the Additional Support Loan are interest-free, the Group’s profit
element and profit margin for BAIDS and BBA Serial Bonds respectively are based on agreed fixed rates.
Surplus funds where available are placed with approved licensed banks.
Information relating to the Group’s interest rates and profit element on borrowings and bonds are disclosed in Notes 15, 16
and 21.


and policies (cont’d.)
(a) Interest Rate Risk (Cont’d.)
The interest profile of the financial liabilities of the Group as at 31 December 2002 is as follows:
Proforma
Group Group
2002 2001
RM’000 RM’000
Fixed rate financial liabilities 6,251,275 14,991,584

Floating rate financial liabilities — 1,272,256
Interest free financial liabilities 962,000 212,000
7,213,275 16,475,840
The weighted average rate on fixed rate financial liabilities applicable as at 31 December 2002 is as follows:
2002 2001
Weighted average interest rate/ profit element (%) 5.85 9.14

Weighted average period for which rate is fixed (years) 14.4 8.9
The Group previously had floating rate financial liabilities comprising Ringgit Malaysia denominated commercial loans that
bore interest rates based on the base lending rate of the commercial banks, as disclosed in Note 15.3.
The interest profile of the financial assets of the Group as at 31 December 2002 is as follows:
Proforma
Group Group
2002 2001
RM’000 RM’000
Fixed rate financial assets (Note i) — 7,507,970

Floating rate financial assets (Note ii) 924,789 549,102
Financial assets on which no interest is earned (Note iii) 5,268 13,852
930,057 8,070,924
Note i
The previous fixed rate financial assets were in respect of the investments in Renong SPV Bond and UEM Bond at 9.4% per
annum compounded semi-annually. These were disposed of pursuant to the Debt Restructuring and Flotation Scheme as
disclosed in Note 3(d)(iii).

(a) Interest Rate Risk (Cont’d.)
Note ii
Floating rate financial assets comprise short term deposits placed with licensed banks. The short term deposits placed with
the licensed banks attracted interest/profit element during the period at rates ranging from 2.45% to 3.43% (2001: 2.45%
to 2.85%) per annum. The maturity dates for short term deposits during the period range between 1 day to 7 months
(2001: 1 day to 3 months).
Note iii
Financial assets on which no interest is earned comprise cash and bank balances.
The weighted average rate on fixed rate financial assets applicable as at 31 December 2002 is as follows:
2002 2001
Weighted average interest rate (%) 3.92 9.40
Weighted average period for which rate is fixed (years) — 4.7
(b) Foreign Currency Risk

There is no foreign currency financing obtained by the Group for the year ended 31 December 2002 and there is no
anticipation of foreign currency risk exposure for future transactions.
(c) Credit Risk

The carrying amount of sundry receivables and related company receivables represent the Group’s maximum exposure to
credit risk.
The amount 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 2030, which will be required to be
unconditionally waived by PLUS, as disclosed in Note 3(c). The credit risk-free character of the amount recoverable from the
Government is in view of the toll compensation arrangements referred to in Note 3(c).
(d) Liquidity Risk

The Group’s objectives on liquidity are to maintain a balance between meeting debt service obligations and covenants,
Expressway capital and operating expenditure and meeting shareholder distribution expectations.
During the period, pursuant to the Debt Restructuring and Flotation Scheme, the Group repaid its borrowings comprising
PLUS Bonds, Fixed Rate Serial Bonds, and Commercial Loans, and converted the RCBs into equity, as disclosed in Note 3(d).
(e) Maturity of Financial Liabilities

The maturity profile of the financial liabilities is disclosed in Note 27.
Undrawn committed facilities available at 31 December 2002 in respect of the financial liabilities comprise a bank overdraft
facility of RM50.0 million (2001: RM19.46 million).


(f) Fair Values
The carrying amounts of cash and short term deposits approximates their fair values because of the short maturity periods
of those instruments.
The fair value of the Group’s long term debt is based as follows:
• in respect of Borrowings comprising Government Support Loans, at the book value as market terms are not applicable.
• in respect of BAIDS, at the aggregate of the primary bonds and the accrued secondary bonds for each series based on
their respective profit elements.
• in respect of BBA Serial Bonds, the aggregate of the accreted amounts based on the effective profit element for each series.
Set out below is a comparison by category of book values and fair values of all the Group’s financial assets and financial
liabilities as at 31 December 2002.
2002
Book Value Fair Value
RM’000 RM’000
Borrowings (962,000) (962,000)

BAIDS (5,127,035)* (5,127,035)
BBA Serial Bonds (1,151,275) (1,151,275)
Cash and short term deposits 930,056 930,056
* inclusive of approximately RM27.0 million in sundry creditors
The fair values for BAIDS and BBA Serial Bonds in issue are equivalent to their book values as their effective rates are
considered to be market rates in view of their recent issue.
41 segmental reporting
Segmental reporting is not applicable to the Group on the basis that the revenue of the Group is solely from expressway toll
collections and toll compensation recoverable from the Government, net of Government toll sharing, as disclosed in note 29, and
the Group operate principally in Peninsular Malaysia.
42 comparative figures
There are no comparative figures in respect of the Company as this is the first set of financial statements prepared by the Company
since the date of incorporation, 29 January 2002.
In accordance with the principles of merger accounting, the results and consolidated cash flows of the Group are presented as if
the subsidiary company had been owned throughout the current and preceding financial periods. Accordingly, proforma comparative
figures of the Group have been presented.

list of properties
A summary of the landed properties of the PLUS Expressways Group, valued in total at approximately RM3.5 million, based on the net
book value as at 31 December 2002 is set out below:-
Approximate Net Book value

Beneficial Owner/ Age of Existing Land Area Acquisition Acquisition as at
Description/Location Building Use and Tenure Date Value 31 December 2002
Registered under Abu 8 years Residential 130 sq.m 9 Aug 1996 RM198,000 RM177,703
Talib bin Abdul Rahman
and held on trust for Leasehold of
PLUS. 99 years ending
Double storey terrace 8 May 2093
house situated on PM 604
PT 31822 (formerly
HS(M) 14622, PT No.
21107). Bukit Raja,
Mukim Kapar, Selangor.
Registered under Abu 10 years Residential 121 sq.m 1 July 1997 RM225,000 RM208,472
Double storey intermediate 27 September 2091
terrace house situated on
HS(M) 6455, PT 1451,
Kelana Jaya,
Mukim Damansara, Selangor.
Registered under Abu 9 years Residential 1,430 sq.f 1 Jan 1998 RM212,040 RM196,356
and held on trust for Leasehold ending
PLUS. 31 March 2092
Double storey terrace
house situated on
HS(M) 20930, PT No.
15368, Lot 44171,
Seri Kembangan,
Mukim Petaling, Selangor.
PLUS. 31 March 2092
house situated on
HS(M) 20931, PT No.
15369, Lot 44172,
Seri Kembangan,
PLUS. 31 March 2092
house situated on
HS(M) 20932, PT No.
15370, Lot 44173,
Seri Kembangan,

list of properties

Registered under Abu 10 years Residential 130 sq. m 9 Dec 1996 RM198,000 RM180,904
and held on trust for Freehold
PLUS.
Double storey
intermediate terrace house
situated on Geran 16170,
Lot 42889, Mukim Batu,
Kuala Lumpur,
Wilayah Persekutuan.
Registered under Abu 10 years Residential 195 sq. m 1 July 1997 RM195,000 RM180,748
and held on trust for Freehold
PLUS.
Double storey link house
situated on Geran 16214,
Lot 42936, Mukim Batu,
Kuala Lumpur,
Wilayah Persekutuan.
Registered under Abu 4 years Residential 120.75 sq. m 1 Oct 1998 RM181,350 RM167,032
Double storey link house 1 November 2092
situated on P.N. 7696,
Lot 257, Seksyen 13,
Daerah Petaling,
Bandar Shah Alam, Selangor.
Registered under Abu 4 years Residential 120.75 sq.m 1 Oct 1998 RM181,350 RM167,032
Daerah Petaling,
Double storey link house 28 December 2094
Daerah Petaling,

Daerah Petaling,
Registered under Abu 8 years Residential 130 sq. m 9 Aug 1996 RM198,000 RM177,702
Double storey terrace 8 May 2093
house situated on PM 603
PT 31821 (formerly
HS(M) 14621, PT No.
21106) Bukit Raja,
Double storey intermediate 8 May 2093
HS(M) 14638, PT No.
21123, Bukit Raja,
Double storey intermediate 8 May 2093
HS(M) 14639, PT No.
21124, Bukit Raja,
Registered under Abu 7 years Residential 1,076 sq.ft 1 Jan 2000 RM159,495 RM153,811
Apartment unit held under 13 April 2089
master title HS(D) No.
44643, PT No. 11539,
Mukim Damansara,
Selangor.

list of properties

Registered under Ikmal 17 years Residential Approx. 155.33 1 July 1997 RM142,800 RM129,641
Hijaz Hashim and held on sq.m
trust for PLUS.
Single storey terrace house Freehold
(Mezzanine) situated on (Bumiputra
HS(D) 116090, PTD restricted)
32590, Mukim Pulai,
Daerah Johor Bahru, Johor.
Registered under Ikmal 17 years Residential 155.33 sq.m 1 July 1997 RM142,800 RM129,641
Hijaz Hashim and held on
trust for PLUS. Freehold
Single storey terrace house (Bumiputra
(Mezzanine) situated on restriction)
HS(D) 116091, PTD
32591, Mukim Pulai,
Daerah Johor Bahru, Johor.
Registered under Ikmal 5 years Residential 1,540 sq.ft 1 Jan 1998 RM108,800 RM100,114
trust for PLUS. Freehold
Single storey terrace house (Bumiputra
(Mezzanine) situated on restriction)
HS(D) 126310,
PT No. 29026, CT 2087,
Mukim Senai-Kulai,
Daerah Johor Bahru.
Registered under Ikmal 7 years Residential 1,345 sq.ft 1 Jan 2000 RM193,905 RM186,616
trust for PLUS. Leasehold of
Apartment unit held under 99 years ending
master title HS(D) No. 13 April 2089
44643, PT No. 11539,
Mukim Damansara,
Selangor.
Registered under Ikmal 10 years Residential 121 sq.m 1 Oct 1998 RM230,000 RM212,843
trust for PLUS. Leasehold ending
Double storey terrace 27 September
house (Mezzanine) situated 2091
on HS(M) 6468, PT 1464,
Mukim Damansara,
Kelana Jaya, Selangor.
The aforesaid properties provide accommodation to staff of PLUS who work at the toll plazas along the expressways. All these properties
are presently registered under the name of either PLUS’s former Company Secretary or its immediate past Managing Director. These are
held on trust in favour of PLUS. PLUS has taken steps to transfer the registered ownership of these properties to PLUS. In accordance
with the Concession Agreement, these properties, which have been and will continue to be considered as assets, will revert to the
Government upon the expiry or earlier termination of the Concession.

analysis of shareholdings
as at 31 March 2003
Authorised Capital : RM2,500,000,000.00

Issued and Paid-up : RM1,250,000,000.00
Class of Shares : Ordinary Shares of 25 sen each
No. of shareholders : 62,027
Voting Rights : One Vote per Ordinary Share
No. of % of No. of % of Issued

Size of Holdings Shareholders Shareholders Shares Held Capital
Less than 1,000 1,411 2.27 423,378 0.01

1,000 to 10,000 57,644 92.93 125,826,693 2.52
10,001 to 100,000 2,511 4.05 67,225,683 1.34
100,001 to less than 5% of issued shares 457 0.74 734,549,252 14.69
5% and above of issued shares 4 0.01 4,071,974,994 81.44
Total 62,027 100.00 5,000,000,000 100.00

`
substantial shareholders as per the register of substantial shareholders,

excluding bare trustees:
Size of Holdings Direct % Indirect %
United Engineers (Malaysia) Berhad 2,321,036,023 46.42 — —

Khazanah Nasional Berhad 1,044,479,574 20.89 2,321,036,023a 46.42
Employees Provident Fund Board 458,115,352 9.16 — —
Pertubuhan Keselamatan Sosial 255,672,297 5.11
Syarikat Danasaham Sdn Bhd — — 2,321,036,023b 46.42
Notes:
a Deemed interested through its wholly-owned subsidiary, Syarikat Danasaham Sdn Bhd, which in turn is the holding company of United Engineers (Malaysia) Berhad.
b Deemed interested by virtue of being the holding company of United Engineers (Malaysia) Berhad.
directors’ direct and indirect interest in the company and its related corporation
as per the register of directors
Name of Director No. of Shares Held % of Issued Capital
In the Company
Ordinary shares of RM0.25 each
Tan Sri Dato’ Mohd Sheriff Mohd Kassim 50,000 *
Abdul Wahid Omar 40,000 *
Dato’ Idrose Mohamed 40,000 *
YM Professor DiRaja Ungku Abdul Aziz Ungku Abdul Hamid 40,000 *
Hassan Ja’afar 40,000 *
Dato’ Mohamed Azman Yahya 40,000 *
Geh Cheng Hooi 40,000 *
Tan Sri Razali Ismail 40,000 *
Datuk K. Ravindran s/o C. Kutty Krishnan 40,000 *
* less than 0.01%
In its Related Corporation

None of the Directors of the Company has any interest, direct or indirect, in shares in its related corporation.

analysis of shareholdings
as at 31 March 2003
30 largest shareholders as per the register of depositors

No. Name of Shareholder No. of Shares Held % of Issued Capital
1. RHB Merchant Nominees (Tempatan) Sdn Bhd 2,319,896,021 46.40

Pledged securities account for United Engineers (Malaysia) Berhad
2. Khazanah Nasional Berhad 1,044,479,574 20.89
3. Employees Provident Fund Board 451,927,102 9.04
4. Pertubuhan Keselamatan Sosial 255,672,297 5.11
5. Kumpulan Wang Amanah Pencen 212,715,750 4.25
6. Cimsec Nominees (Tempatan) Sdn Bhd 67,193,660 1.34
Danaharta Managers Sdn Bhd
7. Lembaga Tabung Haji 63,882,000 1.28
8. AMMB Nominees (Tempatan) Sdn Bhd 20,447,000 0.41
Amtrustee Berhad for BHLB Pacific Dana Al-Ihsan
9. Universal Trustee (Malaysia) Berhad 12,378,000 0.25
BHLB Pacific High Growth Fund
10. Amanah Raya Nominees (Tempatan) Sdn Bhd 10,000,000 0.20
Skim Amanah Saham Bumiputera
11. Valuecap Sdn Bhd 7,783,000 0.16
Public Growth Fund
13. Permodalan Nasional Berhad 6,177,500 0.12
Public Equity Fund
Public Index Fund
16. Amanah Raya Berhad 5,851,000 0.12
BHLB Pacific Double Growth Fund
17. Lembaga Tabung Angkatan Tentera 5,822,750 0.12
18. Malaysia National Insurance Berhad 5,154,250 0.10
BHLB Pacific Dana Al-Mizan
20. HSBC Nominees (Tempatan) Sdn Bhd 4,557,000 0.09
HSBC (M) Trustee Bhd for OSK-UOB Equity Trust
BHLB Pacific Savings Fund
22 RHB Nominees (Tempatan) Sdn Bhd 4,208,000 0.08
RHB Asset Management Sdn Bhd for Kumpulan Wang Simpanan Pekerja
23. Citicorp Nominees (Tempatan) Sdn Bhd 4,170,000 0.08
Prudential Assurance Malaysia Berhad
24. Citicorp Nominees (Asing) Sdn Bhd 4,050,750 0.08
American International Assurance Company Limited
25. Cartaban Nominees (Asing) Sdn Bhd 4,000,000 0.08
State Street Australia Fund Q3VD for Fullerton (Private) Limited
26. Daya Mahsuri Sdn Bhd 4,000,000 0.08
27. Malaysian Assurance Alliance Berhad 3,759,000 0.08
Amanah Saham Bank Simpanan Nasional
29. UOBM Nominees (Asing) Sdn Bhd 3,533,000 0.07
Deutsche Bank AG (GCS) London for BP Pension Trustees Limited
30. Cartaban Nominees (Asing) Sdn Bhd 3,515,000 0.07
Investors Bank And Trust Company For Ishares, Inc.

share performance charts
share price and volume performance
Million Shares RM
80 3.0
2.4
60
1.8
40
1.2
20
0.6
0 0
Jul Aug Sep Oct Nov Dec
Volume Closing
share price performance vs the KLCI
Percent
5
-5
-10
-15
-20
-25
Jul Aug Sep Oct Nov Dec
17 Jul 2002 to 31 Dec 2002
PLUS Expressways KLCI

This page has been intentionally left blank.
proxy form
No. of Ordinary Shares Held
CDS Account No.
I/We,
(PLEASE USE BLOCK LETTERS)
of (full address)
being a member/members of PLUS EXPRESSWAYS BERHAD hereby appoint
of
or failing him, the Chairman of the Meeting as my/our proxy to vote for me/us and on my/our behalf at the First Annual General Meeting
of the Company to be held at Grand Nirwana Ballroom, Lower Lobby, Mutiara Hotel, Jalan Sultan Ismail, 50250 Kuala Lumpur on
Wednesday, 28 May 2003 at 10.00 a.m.
My/Our proxy is to vote as indicated below:
(Please indicate with an “x” 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.)
Ordinary For Against

Resolution 1 To receive the Audited Financial Statements for the period ended 31 December 2002 together
with the Reports of the Directors and Auditors thereon.
To re-elect the following Directors who retire in accordance with Article 76 of the Company’s
Articles of Association:-
Resolution 2 Tan Sri Dato’ Mohd Sheriff Mohd Kassim
Resolution 3 Abdul Wahid Omar
To re-elect the following Directors retiring in accordance with Article 83 of the Company’s
Articles of Association:
Resolution 4 Dato’ Idrose Mohamed
Resolution 5 Hassan Ja’afar
Resolution 6 Dato’ Mohamed Azman Yahya
Resolution 7 Datuk K. Ravindran s/o C. Kutty Krishnan
Resolution 8 Tan Sri Razali Ismail
Resolution 9 Geh Cheng Hooi
Resolution 10 To re-appoint YM Professor DiRaja Ungku Abdul Aziz Ungku Abdul Hamid as a Director in
accordance with Section 129(6) of the Companies Act, 1965.
Resolution 11 To approve the Directors’ remuneration.
Resolution 12 To re-appoint Messrs Ernst & Young as Auditors and to authorise the Directors to fix their
remuneration.
Resolution 13 To empower Directors, pursuant to Section 132D of the Companies Act, 1965, to allot and
issue shares in the Company.
Resolution 14 To grant a Shareholders’ Mandate For Recurrent Related Party Transactions of a Revenue or
Trading nature.
Resolution 15 To authorise the issuance of Annual Report in CD-ROM Format for the financial year ending
31 December 2003.
Dated this ____________ day of _________________ 2003.
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.
✄
2. This Form of Proxy must be signed by the appointor or his attorney duly authorised in writing or if the appointor is a corporation, either under seal or under
the hand of an officer or attorney duly authorised.
3. 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 thinks fit.
4. 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.
5. This original signed Form of Proxy and the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power or
authority must be deposited at the Share Registrars' office, Signet Share Registration Services Sdn Bhd, 11th Floor, Tower Block, Kompleks Antarabangsa, Jalan
Sultan Ismail, 50250 Kuala Lumpur not less than 48 hours before the time of holding the Meeting.
Fold here
AFFIX
POSTAGE
HERE
The Share Registrars

Signet Share Registration Services Sdn Bhd
11th Floor, Tower Block
Kompleks Antarabangsa
Jalan Sultan Ismail
50250 Kuala Lumpur
Fold here
Annual Report 2002
BUKIT KAYU HITAM
(570244-T)
DRIVING MALAYSIA FORWARD
JOHOR BAHRU
12-17th Floor, Menara 1,

ANNUAL REPORT
Faber Towers,
Jalan Desa Bahagia, Taman Desa,
Off Jalan Kelang Lama,
58100 Kuala Lumpur.
Tel : 03-7981 8000
Fax : 03-7984 2088
2002
Website : www.plus.com.my

AR Plusbhd 2002

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Directors’ Report

88 Report of the Auditors

92 Statement of Changes in Equity

93 Cash Flow Statements

96 Notes to the Financial Statements

incorporation, principal activities and initial public offering

The principal activity of the Company is investment holding.

Profit/(loss) before exceptional items 735,337 (7,840)

Loss before taxation (1,774,976) (7,840)

Loss after taxation attributable to shareholders of the Company (1,774,976) (7,840)

2002 Annual Report 81

share capital (cont’d.)

(a) Revised Toll Rate Structures

(b) Tax Exempt Status

(c) Toll Compensation Arrangements

82 PLUS Expressways Berhad

(d) Debt Restructuring and Flotation Scheme

2002 Annual Report 83

significant events (cont’d.)

84 PLUS Expressways Berhad

Number of Ordinary Shares of RM0.25 each

other statutory information

2002 Annual Report 85

other statutory information (cont’d.)

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

(f) In the opinion of the Directors:

On behalf of the Board,

Kuala Lumpur, Malaysia

86 PLUS Expressways Berhad

On behalf of the Board,

Kuala Lumpur, Malaysia

Subscribed and solemnly declared by the abovenamed )

NEOH SWEE KEE

2002 Annual Report 87

ERNST & YOUNG SUKANTA KUMAR DUTT

Kuala Lumpur, Malaysia

88 PLUS Expressways Berhad

PROPERTY, PLANT AND EQUIPMENT 5 25,697 26,898 —

291,589 939,366 7,841

NET CURRENT ASSETS/(LIABILITIES) 938,729 (338,354) (7,840)

9,688,795 15,856,972 1,242,160

2002 Annual Report 89

SHARE CAPITAL 17 1,250,000 1,250,000 1,250,000

2,522,144 121,494 1,242,160

BORROWINGS 15 962,000 3,492,775 —

LONG TERM LIABILITIES

DEFERRED LIABILITIES 26 35,417 33,284 —

9,688,795 15,856,972 1,242,160

The annexed notes form an integral part of these financial statements.

90 PLUS Expressways Berhad

REVENUE 29 1,662,696 1,220,000 —

Gross profit 1,268,525 800,078 —

PROFIT/(LOSS) FROM OPERATIONS 31 1,231,370 785,480 (7,840)

PROFIT/(LOSS) BEFORE EXCEPTIONAL ITEMS 735,337 27,943 (7,840)

(LOSS)/PROFIT BEFORE TAXATION (1,774,976) 27,943 (7,840)

NET (LOSS)/PROFIT FOR THE PERIOD AFTER TAXATION

Basic earnings/(loss) per share (sen)

The annexed notes form an integral part of these financial statements.

2002 Annual Report 91

Share Capital Merger Revenue

Proforma balance as at 1 January 2001 1,250,000 10,000 (231,447) (922,105) 106,448

Proforma balance as at 31 December 2001 1,250,000 10,000 (231,447) (907,059) 121,494