THE PUT OPTION

1. THE PUT OPTION UnitedEngineers (Malaysia) Berhad www.uemworld.com 11 December 2000

2. THE PUT OPTION • Tan Sri Halim Saad (TSHS) offered payment terms to settle the Put Option. • The Board of Directors UEM (excluding TSHS) has agreed to accept the payment terms. • The Put Option is considered exercised by UEM and accepted by TSHS effective today, 11 December 2000. • The amount due to UEM is RM3,165,776,437.96. • The above amount crystallizes into a debt owed by TSHS to UEM.

3. THE PUT OPTION (cont’) • Interest will be charged at 9.4% per annum compounded semi-annually. • The payment terms agreed between UEM and TSHS are as follows : DatePayment by TSHS to UEM 14 Feb 2001 RM100,000,000 14 July 2001 RM100,000,000 14 Dec 2001 RM100,000,000 14 May 2002 The balance, including all interest accrued

4. VARIATIONS TO THE ORIGINAL UEM OFFER UnitedEngineers (Malaysia) Berhad www.uemworld.com 11 December 2000

5. MAJOR VARIATIONS • UEM is now not acquiring PUTRA. • UEM is now not acquiring TICL receivables. • UEM will now pay RM3.75 per share for TIME. • UEM will acquire additional TIME warrants, TIME replacement warrants and Park May shares pursuant to the respective debt restructuring exercises of TIME and Park May.

6. MAJOR VARIATIONS (cont’) • UEM is now assuming only RM3.5828 billion of Renong SPV Bond. Renong will retain RM1.2 billion of the Renong SPV Bond. • The UEM Shares and PUTRA shares owned by Renong will be retained as collateral for the RM1.2 billion Renong SPV Bond retained by Renong. The corporate guarantee given by Renong will also remain.

7. SUMMARY OF THE PROPOSED VARIATIONS SECURITY ASSETS TO BE ACQUIRED Assets Proposed Offer ‘million Proposed Variations ‘million Basis Basis Commerce Asset Holding Bhd (“CAHB”) CAHB Warrants Time Engineering Bhd (“TIME”) Warrants Crest Petroleum Bhd Faber Group Bhd Park May Bhd Camerlin Group Bhd 1,296 30 207 75 55 16 24 1,297 30 208 75 54 16 24 Based on the 5-day weighted average price up to 17.11.2000 (5-day WAP) Based on the 5-day weighted average price up to 17.11.2000 (5-day WAP)

8. SUMMARY OF THE PROPOSED VARIATIONS SECURITY ASSETS TO BE ACQUIRED Proposed Variations ‘million Proposed Offer ‘million Assets Basis Basis 1,309 2,387 (max) - - 30 Based on RM3.50 per share (20% premium on 5-day WAP) Based on RM3.75 per share (30% premium on 5-day WAP) TIME Amra/Prolink Putra TICL Receivables Additional Time Warrants, replacement warrants in Time and Park May shares pursuant to the respective debt restructuring exercises of Time and Park May Total Purchase Consideration 1,221 2,349 1,080 378 Based on adjusted NTA (with revaluation surplus at average price of RM5.85 psf and Redeemable Subordinated Loans (“RSL”) of RM953 million as at 30.6.200 Based on adjusted NTA (with a revaluation surplus at maximum average price of RM5.85 psf and a minimum price of RM5.55 psf) as at 30.6.00 and RSL of RM995.6 million as at 17.11.00 Based on 10% discount from investment cost Not acquiring Collateral value comprising Time shares Not acquiring At the subscription cost, plus holding costs at a maximum rate of 9.6% per annum up to completion date 5,430 6,731

9. CONDITIONS OF THE OFFER BY UEM • Satisfactory due diligence on Security Assets and independent valuation of Prolink land • Successful listing and quotation of Time dotCom Berhad’s shares on the Main Board of the KLSE at a minimum issue/offer price of RM3.30 per share • Receipt of approvals and waivers from regulatory authorities • Approval of PLUS bondholders, PLUS’s secured lenders, UEM bondholder and Renong bondholder • Approval of minority shareholders of UEM and Renong

10. CORPORATE GOVERNANCE ISSUES • The proposed scheme has been approved by the board of directors of UEM where only the independent directors could vote. • 5 out of 8 directors of UEM are independent directors. • The whole transaction requires shareholders’ approval at an EGM where only the minorities can vote. Renong has to abstain at UEM’s EGM and UEM has to abstain at Renong’s EGM. • Minority shareholders will have independent advice.

11. The whole transaction requires SC approval. Pricing of shares will be judged by SC. • The UEM board wants to see no dilution in earnings and NTA per share. Change in EPS and NTA both positive. INCREMENTALEFFECT Before Conversion of ICULS* (RM) EPS (2001) 0.05** *Subject to detailed review ** Including effect of assets rationalisation program Proforma Upon Conversion of ICULS @ 30/6/00 Proforma 0.63 0.79 NTA (RM) 1.3 Gearing (Times) 4.5 5.8 3.8

12. The companies to be acquired will be practically debt-free or would have had their debts restructured by the time the transaction is completed. • UEM will be in control of the disposal. • The debt is already in UEM’s books since 1999. •   This is really a cleaning-up operation by UEM to mitigate future risks and to enable PLUS to be listed with maximum value.

13. Main factors affecting PLUS valuation:  Debt level  Interest rates  Cash flow exposure  Traffic volume  Toll rates  Discount factor  Taxation

14. The current situation is weighing down PLUS, making it difficult to refinance because of the risks to PLUS’s future cash flows. • PLUS listing at a good valuation is difficult unless SPV debt exposure resolved. • PLUS’s valuation is now depressed because of its exposure. • Refinancing is easier if key assets are in our control.

15. What if we just left things alone, and not do this?  Disposal of assets by Renong may not coincide with UEM’s needs.  UEM prevented from realizing the true value of PLUS.  The PLUS bonds will be carried to maturity, making the problem much bigger in 2006.

16. OPTIONS AVAILABLE TO UEM As Is Proposed Acquisitions Bonds Mature in 2006 • Full control of assets • UEM gains quick and relatively cheap entry into telecommunications sector • UEM gains huge Prolink land at considerable discount to valuation • Valuation of assets generally at discount / market lows • NTA and EPS of UEM Group expected to improve • UEM minority shareholders are better protected from risks • Huge risks and exposures to UEM • Long wait • Listing potential of PLUS undervalued and affected • No control of assets or the disposal programme • UEM is exposed to debt and risks • Refinancing of PLUS and enhancement of value difficult

17. TOTAL PURCHASE CONSIDERATION AND MODE OF SETTLEMENT Total purchase consideration of RM5.43 billion, to be satisfied by : a) proposed issue of 190 million new ordinary shares of RM0.50 each in UEM at RM6.30 per share.b) proposed issue of 650.3 million nominal value non-interest bearing 3-year ICULS in UEM at a conversion price of RM6.30 per share.c) proposed assumption by UEM of Renong SPV bond held by PLUS amounting to approximately RM3.583 billion (accreted value up to 17 Nov 2000) with interest accruing up to the date of completion

18. Effects on Renong’s shareholdings Upon conversion of ICULS and full conversion of UEM warrants Immediately after completion of acquisitions Current Renong Renong Renong 49.88% (max) 37.93% 49.65% UEM UEM UEM

19. UEM GROUP CORPORATE STRUCTURE (Immediately after the acquisition) Renong Berhad 31% 37.9% (49.65%) UEM Pharmaceutical Project Property & Diagnostic Engineering & Construction Management Cement Development Expressways Services Technology 53.9% 20% 100% 31% 62.4% 100% 32.5% RSSB Pharmaniaga CIMA Kinta Kellas Ho Hup LINK RSSB Vistajati 72% 56.2% 100% 70% 65% 100% 100% Propel PRSB Teras ELITE Teras Remedi NSCI KK NZ 100% 100% 100% 70% 20% 100% 50% PSN Raza PATI Opus TPD Optixlab PLUS 51% 100% 25% 70% 100% 15% 44.6% UNIPATI UEC Intria IBL * ehealth4all.com Binaonline. com 100% 100% 29% Kualiti Alam PBSB Africon 100% 100% PLB IntriaBina 100% 34.6% PLANTAS Costain Group 12.1% 46.7% 80% 38.6% 60% 51% 3.0% Prolink RSL CAHB TIME Amra Crest Faber Park May Camerlin 80% Prolink

20. THANK YOU