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Registered office:

27th Floor, Menara Boustead 69 Jalan Raja Chulan 50200 Kuala Lumpur 27 May 2009

To: The Non-Interested Shareholders of MPB Dear Sir/Madam, INDEPENDENT ADVICE LETTER (“IAL”) TO THE NON-INTERESTED SHAREHOLDERS OF MPB (“NON-INTERESTED SHAREHOLDERS”) IN RELATION TO THE PROPOSED ACQUISITION This IAL is prepared for inclusion in the circular to shareholders of MPB dated 27 May 2009 (“Circular”) in relation to the Proposed Acquisition. All definitions used in this IAL shall have the same meaning as the words and expressions as defined in the Definitions section of the Circular, except where otherwise defined herein. 1. INTRODUCTION

On 2 March 2009, AmInvestment Bank, on behalf of MPB, announced that Permata, a wholly owned subsidiary of MPB, had on even date entered into a conditional sale and purchase agreement with Bukit Jalil, wherein Bukit Jalil shall sell and Permata shall purchase the parcel of freehold land held under Geran 55268, Lot 38476 in Mukim of Petaling, District of Kuala Lumpur and State of Wilayah Persekutuan for a total cash consideration of RM19,408,370.57. Given the interest of Datuk Lye Ek Seang, a non-independent non-executive director and a shareholder of MPB (“Interested Director and Shareholder”) in the Proposed Acquisition (details of which are set out in Part A, Section 11 of the Circular), the Proposed Acquisition is deemed to be a related party transaction pursuant to Chapter 10 of the Listing Requirements of Bursa Securities. Accordingly, pursuant to the requirements of paragraph 10.08 of the Listing Requirements of Bursa Securities, AFFIN Investment has been appointed as the Independent Adviser on 19 February 2009 to advise the shareholders of MPB other than the Interested Director and Shareholder and persons connected with him (“Non-Interested Shareholders”) on the Proposed Acquisition. We had on 13 March 2009 confirmed to Bursa Securities our eligibility to act as the Independent Adviser to the Non-Interested Shareholders of MPB on the Proposed Acquisition. The purpose of this IAL is to provide the Non-Interested Shareholders with an independent evaluation of the Proposed Acquisition and our opinion as to whether the Proposed Acquisition is fair and reasonable and whether or not the Proposed Acquisition is detrimental to the Non-Interested Shareholders. This IAL also sets out our recommendation in relation to the voting on the ordinary resolution pertaining to the Proposed Acquisition to be tabled at the forthcoming EGM, subject to the scope and limitation of our role and evaluation as specified herein. This IAL is prepared solely for the use of the Non-Interested Shareholders for the purpose of voting for or against the Proposed Acquisition at the forthcoming EGM and should not be used or relied upon by any other party for any other purposes whatsoever. NON-INTERESTED SHAREHOLDERS ARE ADVISED TO READ AND FULLY UNDERSTAND THIS IAL AND THE INFORMATION SET OUT IN PART A OF THE CIRCULAR TOGETHER WITH THE APPENDICES THEREIN AND TO CONSIDER CAREFULLY THE EVALUATION AND RECOMMENDATION BEFORE VOTING ON THE

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RESOLUTION PERTAINING TO THE PROPOSED ACQUISITION TO BE TABLED AT THE FORTHCOMING EGM. IF YOU ARE IN ANY DOUBT AS TO THE COURSE OF ACTION TO BE TAKEN, YOU SHOULD CONSULT YOUR STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER PROFESSIONAL ADVISER IMMEDIATELY.

2. DETAILS OF THE PROPOSED ACQUISITION

The Proposed Acquisition involves the acquisition by Permata, a wholly owned subsidiary of MPB from Bukit Jalil a parcel of freehold land held under Geran 55268, Lot 38476 in Mukim of Petaling, District of Kuala Lumpur, State of Wilayah Persekutuan for a total cash consideration of RM19,408,370.57 with vacant possession and free from all encumbrances, physical impediments which interfere with the enjoyment of the said Property, squatters, occupiers and / or licensees. The details of the Proposed Acquisition are set out in Section 2 of Part A of the Circular and should be read in its entirety by the Non-Interested Shareholders of MPB.

3. LIMITATIONS TO THE EVALUATION OF THE PROPOSED ACQUISITION

Affin Investment, as the Independent Adviser, has evaluated the Proposed Acquisition and in forming our opinion, we have considered factors which we believe would be of relevance and general importance to the Non-Interested Shareholders. In rendering our advice, we have taken note of the pertinent issues which we considered important in enabling us to form our opinion on the fairness and reasonableness of the Proposed Acquisition. In performing our evaluation, we have relied on the following sources of information: (i) The SPA; (ii) Valuation Report dated 30 January 2009 by Khong & Jaafar Sdn Bhd (“Valuer”); (iii) Information contained in Part A of the Circular (including appendices therein);

(iv) Other relevant information furnished to us by the management of MPB and the Board;

and (v) Other publicly available information which we deem relevant.

We have not, however, independently verified such information for its reasonableness, reliability, accuracy and/or completeness. We express no opinion on any such information and have not undertaken any independent investigation into the business and affairs of the MPB Group and all relevant parties involved in the Proposed Acquisition. However, the Board has individually and collectively accepted full responsibility for the accuracy of the information provided and given herein and confirmed in writing that after making all reasonable enquiries and to the best of their knowledge and belief, all relevant facts and information necessary for our evaluation have been disclosed to us and there is no omission of any fact that would make any information provided to us incomplete, misleading or inaccurate. AFFIN Investment was neither involved in the formulation of the Proposed Acquisition nor in any deliberations and negotiations pertaining to the terms and conditions of the Proposed Acquisition. It is not within our terms of reference to express any opinion on the commercial merits and feasibility of the Proposed Acquisition and this remains the sole responsibility of the Board. Neither does our appointment require us to express an opinion on the future plans of MPB nor consider the specific investment objectives, financial situation and particular needs of any individual director or shareholder or any group of shareholders. We would also emphasise

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that our role as the Independent Advisor does not extend to conducting any valuation on the Property which may form part of the Proposed Acquisition. Our evaluation as set out in this IAL is rendered solely for the benefit of the Non-Interested Shareholders as a whole. We recommend that any individual shareholder or group of shareholders who are in doubt as to the action to be taken or require advice in relation to the Proposed Acquisition in the context of their individual objectives, financial situation or particular needs, to consult their respective stockbrokers, bank managers, solicitors, accountants or other professional advisers. We shall not be liable for any damage or loss of any kind sustained or suffered by any individual shareholder or any group of shareholders in reliance of the opinion and/or information stated herein for any purpose whatsoever which is particular to any individual shareholder or any group of shareholders.

4. OUR EVALUATION OF THE PROPOSED ACQUISITION

In evaluating the Proposed Acquisition, we have considered the following in forming our opinion: (i) Rationale for the Proposed Acquisition; (ii) Salient terms of the SPA; (iii) Evaluation of the Purchase Price; (iv) Financial effects of the Proposed Acquisition;

(v) Risk factors associated with the Proposed Acquisition; and

(vi) Industry overview and prospects of the Property. 4.1 Rationale for the Proposed Acquisition

The rationale for the Proposed Acquisition, as set out in Section 4 of Part A of the Circular, is as follows:

“The Proposed Acquisition is in line with the MPB Group’s corporate strategy to develop strategically-located pocket-sized land in high-density areas, with easy accessibility and significant gross development value, for the development of lifestyle-themed projects within a short turnaround time. Commencement of development is usually within a year of acquisition of land and acquisition of development rights. The Property is currently vacant and as it is presently surrounded by developed areas, its development will cater towards middle-to-high income residents from the surrounding areas seeking gated and guarded lifestyle development market. The Property will be developed for sale to meet the continuing demand for middle to higher-end landed properties by the target segment group. By developing landed properties on the Property, the Group would be able to implement the development on a staggered basis, and control the pace of construction in response to the take-up rate for more effective cash flow management. The Company’s proposed development plan comprises of 81 units of 2½-storey terrace houses (23’ x 80’ and 23’ x 85’) and 24 units of 2½-storey semi-detached houses (45’ x 90’) and the estimated gross development value of the proposed development is RM81 million.

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The proposed development on the Property is expected to commence by the third (3rd) quarter of 2009, and be completed by 2011. The proposed development is expected to be fully financed by internally generated funds and / or bank borrowings, of which the breakdown thereof will be determined at a later date by the Company. The future development of the Property is expected to enhance the future earnings potential of the MPB Group.” Comments: The MPB Group is currently undertaking 3 projects in the Klang Valley with a total gross development value of RM525.7million. These projects are Magna Ville (a 22-storey condominium in Selayang), U1 (a 3-in-1 residential and commercial development in Shah Alam) and Dataran Otomobil (a mixed development of shops, offices and medium cost apartments in Section 15, Shah Alam). The land size of these projects ranges from approximately 5 acres (U1) to 35 acres (Dataran Otomobil). Despite the medium scale development, the sales performance of these projects has been encouraging with the take-up rate ranging from 70% to 95%. The MPB Group recently completed the flagship 41-storey luxury condominium project, “The Avare”, which is situated on a 1.06 acre land in the Kuala Lumpur city centre which recorded a 99% take-up rate within a year of launch. We noted that the Proposed Acquisition, which forms part of the future development, provides the opportunity to the MPB Group to continuously focus on its strategy to develop strategically located pocket-sized land similar to the above projects within a short span of time. The Property is currently vacant and the original approved development content for the Property comprises 70 units of 2 ½-storey terrace houses, 20 units of 2 ½-storey semi-detached houses and 4 bungalow lots. The Company has made a submission to Jabatan Perancang Bandar, Dewan Bandaraya Kuala Lumpur for a revised development content for the Property that comprises 81 units of 2½-storey terrace houses and 24 units of 2½-storey semi-detached houses. MPB expects to be able to commence construction work upon approval of the revised development content submitted which is expected to be obtained by mid year 2009. Further, the Property is located within the ongoing Bandar Bukit Jalil, a large private housing development scheme of approximately 153 acres. The immediate surrounding area to Bandar Bukit Jalil is generally well developed and has close proximity and good access to the city centre of Kuala Lumpur with the availability of public transport, schools, shops and infrastructural facilities. The neighbouring housing developments such as Bukit OUG, Bandar Kinrara, Taman Puncak Jalil, Taman Damai Utama and Alam Sutera are mainly made up of terraced housing. The proposed low-density developments of middle to high range terraced and semi-detached houses on the Property would be able to attract new buyers and existing owners wishing to upgrade to a niche development within an established area. The expected gross development value of RM81 million from the proposed development will also enhance MPB’s future revenue and earnings. Based on the foregoing, we are of the view that the rationale for the Proposed Acquisition is fair and reasonable and is in the best interest of MPB.

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4.2 Salient terms of the SPA We note from the SPA that the Purchase Price will be paid in 3 tranches, as follows:

RM %

(i) Deposit 970,418.52 5

(ii) Further Sum 5,666,562.61 30

(iii) Balance Purchase Price 12,771,389.44 65

Total Purchase Price 19,408,370.57 100 We also note that the 3 tranche payments are related to the conditions precedent to be met prior to each payment. Our comments on other salient terms of the SPA are as follows: Salient terms of the SPA Comments

Conditions precedent for the payment of the Further Sum

(i) written representations from the directors of the Vendor that save and except for the agreement between the Vendor and Syarikat Kemajuan Perumahan Negara Sdn Bhd (“SKPN”) (Company No. 89870-U), all other existing sales transaction between the Vendor with all third parties in respect of the said Property have been revoked and all moneys due and payable to such aforesaid third parties have been settled in full;

(ii) documentary evidence and written representations from the directors of the Vendor representing that save and except the private caveat favouring SKPN all other caveats (private or otherwise) have been withdrawn and / or removed;

(iii) documentary evidence that SKPN has agreed and undertaken to withdraw the private caveat lodged over the said Property;

(iv) the written confirmation from UEM Group Bhd consenting to the sale of the said Property to the Purchaser (UEM Group Bhd holds 30% of the issued and paid-up share capital of Bukit Jalil, as detailed in Section 3 of Part A of the Circular);

These conditions are to ensure, inter alia that –

1) all existing claims, charges and third-party interests (other than the Purchaser and its financiers) on the Property have been removed and revoked or such undertaking being procured to that effect;

2) the sale is authorised by the Vendor’s shareholders ie. Ho Hup Construction Company Berhad and UEM Group Berhad;

3) the Vendor is not injuncted to deal with the Property;

prior to payment of the Further Sum. We are of the view that these conditions are reasonable to protect the interest of MPB.

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Salient terms of the SPA Comments

(v) the Chargee’s (as defined in Section 2.2 above) redemption statement cum undertaking to the said Property favouring the Purchaser or the Purchaser’s financiers (as the case may be) have been forwarded to the Purchaser and / or the Purchaser’s solicitors;

(vi) written confirmations from the directors of the Vendor representing that all existing winding-up order(s) against the Vendor and / or appointment of receiver(s) and manager(s) for the Vendor and / or Messrs Ho Hup Construction Company Berhad have been removed respectively; and

(vii) the Power of Attorney (as set out in Section 2.3.3 below) has been executed and deposited with the Purchaser.

Conditions precedent for the payment of the Balance Purchase Price

(viii) the approval of the FIC with the terms and conditions imposed thereto being acceptable to both parties;

(ix) all relevant plans and layouts to the proposed development undertaken by the Vendor, approved and otherwise, have been deposited with the Purchaser;

We note that the conditions precedent for the payment of the Balance Purchase Price are procedural to comply, among others, with regulatory requirements and are deemed reasonable to complete the Proposed Acquisition.

(x) all relevant approvals from the relevant authorities with regards to the proposed development of the said Property as at the date of the SPA have been obtained and the same have been deposited with the Purchaser;

(xi) a certified copy of the separate individual title to the said Property with the category of land use “Bangunan” has been deposited with the Purchaser;

(xii) documentary evidence and written representations from the directors of the Vendor representing that all caveat (private or otherwise) have been withdrawn and / or removed and all outstanding claims or sales transactions with other third parties have been settled;

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(xiii) the respective shareholders’ of the Vendor and Purchaser approval for the sale and purchase as set out in the SPA have been obtained at EGMs; and

(xiv) all letters of resignation of all professionals and / or consultants engaged by the Vendor wherein the aforesaid professionals have no claims whatsoever and howsoever to and under the proposed development undertaken by them have been deposited with the Purchaser.

All the above conditions precedent shall be fulfilled within sixty (60) days from the date of the SPA failing which the parties agreed that the same shall be extended for a further period of thirty (30) days. In the event all the conditions precedent hereinabove are not fulfilled within the aforesaid extended period, the SPA shall be determined whereby the Vendor shall forthwith refund to the Purchaser all moneys paid by the Purchaser to the Vendor and / or the Vendor’s Solicitors free from all interest failing which the Vendor shall pay the Purchaser late refund interest calculated at the rate of eight per centum per annum (8%p.a.) on such aforesaid moneys to be refunded or part thereof outstanding on a daily basis commencing from the day next after the expiry of the aforesaid extended thirty (30) days to the date of receipt of the full money to be refunded herein by the Purchaser.

The 3 months period is reasonable as it allows sufficient time for the parties to meet the conditions precedent. Further, in the event the Vendor fails to refund the Purchaser on time, the Vendor shall compensate the Purchaser with late refund interest of 8% per annum on the aforesaid moneys to be refunded or part thereof outstanding.

3.09 Removal of Encumbrances Upon execution of the SPA and during its continuance, the Vendor shall at their own cost and expense cause all encumbrances (including all private caveats lodged by any party other than the Purchaser or its financier) against the Property be removed.

This is considered reasonable and in the interest of MPB.

3.10 Power of Attorney Simultaneously with the execution of the SPA, the Vendor shall execute a power of attorney appointing the Purchaser to be the true and lawful Attorney of the Vendor to do all the acts and things for the purpose of submission of any application to the relevant authorities for preliminary works and any related matters therein in respect of the development on the Property.

This is considered reasonable and in the interest of MPB.

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6.01 Default by Purchaser If the Purchaser shall fail to pay the Balance Purchase Price in accordance with the SPA, the Vendor shall be entitled to terminate the SPA and forfeit the Deposit as agreed liquidated damages and simultaneously refund to the Purchaser all other moneys paid by the Purchaser to the Vendor towards the account of the Purchase Price PROVIDED ALWAYS THAT all such money to be refunded to the Purchaser shall be deposited with the Purchaser’s Solicitors as stakeholders who shall release the same to the Purchaser upon all private caveat(s) lodged by the Purchaser and / or the Purchaser’s Financiers are withdrawn and the Purchaser having redelivered vacant possession of the said Property to the Vendor (if same has been so delivered).

This is considered reasonable and to cater for a situation of a default by the Purchaser.

6.02 Default by Vendor In the event that the Vendor shall fail to perform any of their obligations (provided that the Purchaser shall not be in default) the Purchaser shall be entitled to sue for specific performance of the SPA where all costs and expenses whatsoever and howsoever arising therefrom shall be solely borne by the Vendor, or alternatively the Purchaser shall be entitled to terminate the SPA whereby the Vendor shall refund the Deposit to the Purchaser and pay the Purchaser a sum equivalent to the Deposit as agreed liquidated damages for breach of the SPA, PROVIDED ALWAYS THAT all such money to be refunded and paid as liquidated damages to the Purchaser shall be deposited with the Purchaser’s Solicitors as stakeholders who shall release the same to the Purchaser upon all private caveat(s) lodged by the Purchaser and / or the Purchaser’s Financiers are withdrawn and the Purchaser having redelivered vacant possession of the said Property to the Vendor (if same has been so delivered).

This is considered reasonable and in the interest of MPB as it is intended to ensure the Vendor performs its obligations under the SPA, including its obligations in respect of the conditions precedent within the period stipulated in the SPA, failing which the Purchaser is entitled either to sue for specific performance of the SPA or for a refund of the Deposit paid and payment of agreed liquidated damages amounting to a sum equivalent to the Deposit. In the event the Vendor has performed its obligation but failed to fulfil any of the conditions precedent stipulated in Clause 3.02 (Condition Precedents), the Purchaser has the right for refund of all the monies paid to the Vendor under Clause 3.02.

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4.3 Evaluation of the Purchase Price In assessing the Purchase Price, we have considered the following: (a) evaluation of the market value of the Property as ascribed by the Valuer, after

taking into consideration:- (i) reasonableness of the applied method of valuation by the Valuer; and (ii) reasonableness of the assumptions used in deriving the cash flow

projections for the proposed development of the Property.

(b) comparison against land transactions within the vicinity of Property; and (c) evaluation of the premium over market value.

4.3(a) Evaluation of the Market Value of the Property as ascribed by the Valuer As set out in Section 2.4 of Part A of the Circular, the Purchase Price of RM19,408,370.57 for the Property was arrived at based on a willing-buyer willing-seller basis, after taking into consideration the market value of the Property of RM19 million as at 12 December 2008, based on the appraisal by the valuer i.e. Khong & Jaafar Sdn Bhd, an independent firm registered with the Board of Valuers, Appraisers & Estate Agents Malaysia jointly appointed by Permata / MPB and Bukit Jalil.

(i) Reasonableness of the applied method of valuation by the Valuer

In arriving at the market value of the Property, the Valuer had, in its valuation report dated 30 January 2009 (“Valuation Report”), adopted the discounted cash flow (“DCF”) method. The DCF method of valuation entails the value estimate to be derived by ascertaining all future cash flows (estimated/projected) and discounted at an appropriate rate of interest to arrive at the present value, which is used to evaluate the potential for development of the Property.

THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK

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In summary, the market value of the Property was derived by the Valuer based on the following:

Note RM’000

Net cash flow A 24,072

Net present value B 19,456

Rounding down 19,000 Notes: A The net cash flow is derived by deducting the expected gross

development cost which mainly consist of the costs of infrastructure, landscaping, site clearance, earthwork and building cost against the projected gross development value of the proposed development of the Property.

B The net cash flow are then discounted to present value using a discount

rate of 10% for a period of 3 years which is the expected development period of the proposed development of the Property.

Comments:- The use of the DCF method is appropriate as it takes into account the projected cash flows that can be estimated based on the development plan within the defined period of development of the Property. The DCF method of valuation applied by the Valuer is reasonable and is a generally accepted method of valuation for a property development. This method is however subjected to various qualitative factors affecting the value of the land, including but not limited to, differences in location, size, age and condition of the land, tenure, title restrictions, if any, and other relevant characteristics. In this regard, we noted that the Valuer had also taken into consideration that the Property has been converted for residential use and approved for development in 2006. Subsequent to the signing of the SPA, the Company had made a submission to Jabatan Perancang Bandar, Dewan Bandaraya Kuala Lumpur for approval of the proposed revised development content of the Property. We also note that the Valuer had counterchecked by comparing its ascribed market value of the Property with market sale transactions of similar properties in the neighbourhood. The said transactions are set out in Section 4.3(b) below.


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(ii) Reasonableness of the assumptions used in deriving the cash flow projections for the proposed development The Valuer had made the following assumptions in deriving the cash flow projections for the proposed development of the Property. (a) Unit Selling Prices

The Valuer had estimated the following selling rates to derive the cash inflow from the development project:

Type Built-up

area (square

feet)

Sales value

per unit (RM’000)

Average sales value (RM/square

foot)

2 ½-storey terrace houses 2,900 700 241

2 ½-storey semi-detached Houses

3,500 1,200 343

Vacant bungalow lots 7,000* 490 70 Note: * Land area The above estimations were arrived at by the Valuer by making reference to the following selling prices of similar/other units of developments within the neighbourhood of the Property at valuation date (“Reference List”):

Description Estimated

built-up area

(square feet)

Sales value per unit

(RM’000)

Average sales value (RM/square

foot)

2 ½-storey terrace houses

Bandar Bukit Jalil (Jalil Sutera)

3,000 680-750 227-250

Taman Esplanad (Bukit Jalil) 2,662 750-800 281-300

Bandar Baru Sri Petaling 2,252 600-650 266-289

Paragon Heights, Bukit Jalil 3,388 450-900 133-266

2-storey semi-detached houses

Overseas Union Garden 2,274 900 396

Taman Sri Endah 2,076 955 460

2 ½-storey semi-detached houses

Bandar Kinrara (Aman Sari) 3,209 879-1,122 274-350

Bandar Baru Sri Petaling 3,960 1,100-1,340 278-338

Summary of range:

2 ½-storey terrace houses 450-900 133-300

2-storey semi-detached houses 900-955 396-460

2 ½-storey semi-detached houses 879-1,340 274-350

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Comments:- We have compared the Valuer’s adopted selling prices against the prices of property development projects launched or going to be launched in the period 2007 to 2010 in the Bukit Jalil area (“Comparable Development Projects”): Property Type Built-up Area

(square feet)Price

(RM’000) Average

sales value (RM/square

foot)

Bandar Kinrara * (Launching between 2007 – 2010)

2 & 2 ½-storey terrace houses

1,741 – 3,117 344-773 198 – 248


2,704 – 3,991 722–1,250 267 - 313

Alam Sutera # (Launched in 2007)

Bungalow Lot (land area) 5,323 - 12,071 346–929 65 - 77


From 3,200 From 670 209

Summary of range:

2 – 2 ½-storey terrace houses 344-1,068 198-248

2-storey semi-detached Houses 670-1,250 209-313

Vacant bungalow lots 346-929 65-77

Notes:- * Extracted from Bandar Kinrara’s website -

http://www.bandarkinrara.com.my/current_launch.asp # Extracted from Alam Sutera’s website -

http://www.alamsutera.com.my/current_launch.asp It is to be noted that despite being located within the vicinity to the Property, the launching prices of the Comparable Development Projects may not be exactly comparable to the selling prices adopted by the Valuer due to inter alia difference in terrain, design and specifications.


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The map below shows the location of the Comparable Development Projects:

Legend:

Property Bandar Kinrara

Alam Sutera

Based on the above, we note that the estimated selling prices adopted by the Valuer for the 2 ½-storey terrace houses and vacant bungalow lots are within the range of the selling prices of the above Comparable Development Projects. There is no launching price for 2 ½-storey semi-detached houses in the Comparable Development Projects to enable us to compare against the estimated selling price for the 2 ½-storey semi-detached houses of the proposed development on the Property. However, we note that the estimated selling price for the 2 ½-storey semi-detached houses is within the range of the 2 ½-storey semi-detached houses of the Valuer’s Reference List. Based on the foregoing, we are of the view that the estimated selling prices assumed by the Valuer for the Property are reasonable.

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(b) Development expenditures

In deriving the cash outflows of the development of the Property, the Valuer has assumed certain development related expenses, which comprises mainly site clearing and earthworks, infrastructure and landscaping and building costs as follows:

Estimated Expenses Cost (RM)

1. Site clearance and earthwork 80,000 per acre

2. Infrastructure and landscaping 130,000 per acre

3. Building cost - 2 ½-storey terrace house - 2 ½-storey semi-detached house

90 per square foot120 per square foot

Comments:- We have compared the above expenditures against the average development cost in Klang Valley ie. Gombak, Selangor area as extracted from Kajian Kos Binaan Bangunan 2007 of Institute Penilaian Negara (“INSPEN”), Kementerian Kewangan Malaysia as follows: Expenses Cost (RM)

1. Site clearance and earthwork 115,785 per acre

2. Infrastructure and landscaping 111,742 per acre

3. Building cost - 2 ½-storey terrace house - 2 ½-storey semi-detached house

80 per square foot96 per square foot

The assumed development expenditures for site clearance and earthwork of the Property is lower as compared to the INSPEN’s statistics as some of the basic site clearance and earthwork had been carried out by the Vendor prior to the Proposed Acquisition. The higher building cost, infrastructure and landscaping expenditure for the Property is reasonable after taking into consideration the current building material cost for the high-end architectural design and specification of the proposed development of the Property. We have also compared the Valuer’s estimated building cost against the construction cost data for Kuala Lumpur extracted from DLS-JUBM Construction Cost Handbook Malaysia 2008 of Juru Ukur Bahan Malaysia and Davis Langdon & Seah (Malaysia) Sdn Bhd (“DLS-JUBM Handbook”) as follows: Building cost for Cost (RM/square foot)

Detached houses and bungalows From 225

Terraced houses 65 - 98 Based on the above, the Valuer’s estimated building cost falls within the cost range for terraced houses. We noted that construction cost for semi-detached houses is not available in the DLS-JUBM Handbook. However, the Valuer’s estimated building cost of RM120 per square foot for semi-

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detached houses is between RM98 per square foot for terraced houses and RM225 per square foot for detached houses and bungalows. Based on the above, we are of the view that the expected development expenditures adopted to derive the development value are reasonable given that: They are based on industry average figures;

They took into account the special characteristics of the Property

which is currently vacant and ready for development; and The higher estimated costs are intended to take into account the

design and specifications of the proposed development.

(c) Discount rate The discount rate applied by the Valuer to discount the net cash flows of the Property is to reflect the risk associated with the project and the required returns for such risk. Comments:- The Valuer adopted a discount rate of 10% to discount the future cash flows of the Property over the 3-year development period. The following is the weighted average cost of capital (“WACC”) of MPB and other property developers listed on Bursa Malaysia which have developments mainly in the Klang Valley (“Comparable Property Developers”) extracted from Bloomberg:

Company WACC (%)

MPB 7.76

Damansara Realty Berhad 11.57

LBS Bina Group Bhd 5.07

SP Setia Bhd 8.12

Mah Sing Group Bhd 7.42

YNH Property Bhd 7.01

MK Land Holdings Bhd 5.94

Glomac Bhd 4.78

Malton Berhad 4.53

Range 4.53 – 11.57

Average 6.81

Source: Bloomberg The discount rate of 10% applied in discounting the cash flow for a period of 3 years for the proposed development of the Property is deemed reasonable after taking into consideration the time value of money and also the time frame required for the construction, completion and marketing of the residential units in the development. The discount rate

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used by the Valuer falls within the range of the WACC of MPB and Comparable Property Developers of 4.53% to 11.57%. The discount rate of 10% is also higher than the average WACC of 6.81% of the Comparable Property Developer.

4.3(b) Comparison against land transactions within the vicinity of the Property

The following comparable transactions were depicted by the Valuer in its Valuation Report:-

Value Location Date of

transaction Land area (square feet) Per

square foot (RM)

Total (RM million)

Lots 7583, 7584, 7601, 7603, 7604, 7605 and 7606, Mukim of Petaling, Wilayah Persekutuan Kuala Lumpur.

1.3.2008 1,596,385 42 67.1

Lot 34809, Mukim and District of Petaling, Selangor

31.12.2007 725,272 55 40.0

Lot 37825 & 37318, Mukim and District of Petaling, Selangor

4.10.2006 2,351,699 27 63.5

Average 36

Comments:- From the table above, it is noted that the Purchase Price for the Proposed Acquisition of RM41 per square foot is within the range of the prices transacted within the locality of the Property of between RM27 per square foot to RM55 per square foot. We have also compared the Purchase Price for the Proposed Acquisition with publicly available information on certain completed land deals as follows:

Location Year Land area (square feet)

Transacted price per

square foot

(RM)

Location on map

Property 2009 473,289 41 A Lot 796, BM 1408, Jalan Puchong*

2006 295,900 36 B

Lot 36452, G40541 Bukit OUG* 2007 43,292 54 C

Kawasan Jalan Puchong^ 2007 75,143 42 # Notes: * Extracted from the Million Ringgit Property Deals, Volume 16 of Jabatan Penilaian

and Perkhidmatan Harta (“JPPH”), Ministry of Finance Malaysia. ^ Extracted from Property Market Report 2007, INSPEN, Ministry of Finance

Malaysia. # Not identified on the map as the details of its exact location are not available.

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The map showing the location of some of the above land transactions is appended below:

It is noted that the Purchase Price is within the price range of the transacted land deals in the vicinity of the Property.


B CA

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4.3(c) Evaluation of the Premium Over Market Value

The Purchase Price of RM19,408,370.57 represents a premium of RM408,370.57 or approximately 2.15% over the market value of RM19 million ascribed by the Valuer as follows:

Land Area (square feet)

Total value (RM)

Unit value (RM/square

feet)

Based on Valuation Report 473,289 19,000,000.00 40.14

Purchase Price 473,289 19,408,370.57 41.00

Premium over valuation 408,370.57 Comments:- We are of the view that the 2.15% premium is deemed reasonable and justifiable to enable MPB to secure the Property given the following: Relatively strategic location and proximity to school and facilities

The Property is accessible from Kuala Lumpur city centre and Petaling Jaya area via a few highways namely Kuala Lumpur-Seremban Highway, Lebuhraya Bukit Jalil, Shah Alam Expressway (KESAS) and Lebuhraya Kuala Lumpur-Putrajaya. The Property is also located adjacent to the National Sports Complex, Bukit Jalil and Sri Petaling Light Rail Transit station, Asian Football Confederation Building, Technology Park Malaysia and the Bukit Jalil Golf and Country Resort. It is noted that there has been relatively strong demand for housing in the area that resulted in the accelerated development of properties in the neighbourhood. Based on the announcement made by MPB on 23 March 2009, Twinicon (M) Sdn Bhd, a wholly-owned subsidiary of MPB had entered into a conditional sale and purchase agreement with Lai Meng Girls’ School Association (“Lai Meng SPA”) for the proposed acquisition of all pieces of land held under Geran 4628, 4629, 4630, 4631 and 4632, Lots 124, 125, 126, 127 and 128 all in Section 44, Town and District of Kuala Lumpur, Negeri Wilayah Persekutuan where both the Lai Meng Primary School and Kindergarten (“Lai Meng School”) are currently located (“Said Property”), for a cash consideration of RM148,151,380. The Said Property shall be redeveloped into a mixed development project comprising commercial and / or residential units known as Kuala Lumpur International Centre. Pursuant to the Lai Meng SPA, Twinicon (M) Sdn Bhd shall cause the transfer of the freehold land measuring 22,280 square metres held under Geran 55267, Lot 38474, Mukim Petaling, Daerah Kuala Lumpur, Negeri Wilayah Persekutuan (the “Proposed New School Site”) in the Lai Meng Girls’ School Association’s favour free from all encumbrances, for the purpose of relocating the existing Lai Meng School to the Proposed New School Site. The Proposed New School Site is located adjoining to the Property. Subject to the fulfilment of the terms and conditions of the Lai Meng SPA, the proposed relocation of Lai Meng School on the Proposed New School Site is expected to boost the take up rate of the proposed development on the Property.

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The location of the Property and the Proposed New School Site is depicted in the map below:

Legend:

Property Proposed New School Site

Minimal pre-development work required

The Property is currently vacant and has been converted for residential use. As the surrounding neighbourhood of the Property had been developed, there is a frontage of metalled roads in good condition leading to the Property. Other infrastructures available are the water tank and Tenaga Nasional Berhad substation. These infrastructures are to facilitate the development on the Property and other developments within the vicinity of the Property. Except for the revised development plan which is pending the approval of the relevant authorities and minimal work to clear the overgrown light vegetation on the Property, the Property is considered to be ready for development in the near future.

Based on the fore going, we are of the view that the Purchase Price of RM19,408,370.57 million for the Proposed Acquisition is fair and reasonable.

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4.4 Financial effects of the Proposed Acquisition The financial effects of the Proposed Acquisition extracted from Section 6 of Part A of the Circular are as follows: 4.4.1 Share capital and substantial shareholders’ shareholding

The Proposed Acquisition will not have any effect on the issued and paid-up share capital of MPB as well as MPB’s substantial shareholders’ shareholdings, as the Purchase Price is to be satisfied wholly by cash and does not involve any issuance of shares.

4.4.2 Net assets and gearing

The Proposed Acquisition will not have any material effect on the consolidated net assets and gearing of the Group for the FYE 31 December 2009. However, the Proposed Acquisition is expected to enhance the consolidated net assets of the Group and net assets per share of MPB in the future.

4.4.3 Earnings

The Proposed Acquisition is not expected to have any material effect on the earnings of the Group for the FYE 31 December 2009, but is expected to contribute positively to the Group’s future earnings and earnings per share.

4.4.4 Shareholding structure

The Proposed Acquisition does not involve the issuance of new Shares, the Proposed Acquisition will not have any effect on the shareholding structure of the Company.

Comments: Assuming that the Proposed Acquisition is to be financed entirely by bank borrowings, the proforma gearing for FYE 2008 of MPB would increase from 0.46 times to 0.62 times. The proposed development on the Property is expected to commence by the third (3rd) quarter of 2009 and to complete by 2011. The earnings of the Group for the FYE 2009 is not expected to be materially impacted as the proposed development is at the initial stage of construction. The bulk of the revenue is projected to be recognised in 2010 and 2011 when the proposed development is at more advanced stages. Based on Section 6 of Part A of the Circular, the Proposed Acquisition will not have any effect on the issued and paid-up share capital of MPB, MPB’s substantial shareholders’ shareholdings as well as the shareholding structure of the Company as the Purchase Price is to be satisfied wholly by internally generated fund and/or bank borrowings and does not involve any issuance of shares.

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4.5 Risk factors associated with the Proposed Acquisition The risk factors associated with the Proposed Acquisition as extracted from Section 7 of Part A of the Circular are as follows:

4.5.1 Development Risks

The proposed development of the Property is subject to certain risks inherent to property development, such as the demand and sales response towards / take-up rates of the properties to be developed on the Property, changes in demand for types of residential and commercial properties, and fluctuations in prices of building materials. Although the Board believes that the Group may derive significant benefits from the future development of the Property, there is no assurance that the anticipated benefits will be realised, or that sufficient revenue or profits will be generated to offset the development costs of the Property. Nevertheless, the Group continues to keep abreast with the latest developments in the property development market and has an experienced, capable and dedicated management team in place to ensure the success and future profitability of the Group’s development plans. Although steps have been taken to mitigate these development risks, no assurance can be given that any changes in these factors will not have any material adverse effect on the Group.

4.5.2 Delays in Development

The timely development and launch of properties on the Property will be dependent on external factors that may be beyond the control of the Group, such as obtaining timely approvals from the relevant regulatory authorities, the availability of viable financing and borrowing facilities, the availability of choice building materials, the available supply of labour, and the timely and satisfactory performance of contractors appointed to construct the developments. Although construction risk is mitigated through the undertaking of construction works by the Group’s in-house construction arm, with the Board and management proactively monitoring the future development of the Property, there are no assurances that any delays that may occur will not adversely affect the Property’s timely development and completion.

4.5.3 Interest Rate Risk The MPB Group intends to finance the Proposed Acquisition via internally-generated funds and / or bank borrowings. As such, in the event any borrowing is taken to finance the Proposed Acquisition, fluctuations in interest rates could materially affect the interest charges incurred on the borrowings and hence affect the Group’s profitability. Interest rate exposure arises from the Group’s borrowings and deposits. Fluctuations in interest rates may also affect the demand for properties under the Company’s proposed development plans, as higher interest rates may lead to an increase in the prices of the properties for prospective buyers. This may adversely affect the demand and ultimately, the success of the Company’s proposed development plan. In mitigating these risks, the Group actively reviews its debt portfolio taking into account the level and nature of borrowings and strives to achieve a cost effective capital structure. Depending on the market condition, the Group will also review its pricing strategy to ensure that the Group’s properties are competitively priced. While every effort is taken to ensure that no adverse effects arise from the interest commitments, the Group cannot assure that interest rate fluctuations will not have any material impact on the Group’s future financial performance.

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4.5.4 Non-completion of the Proposed Acquisition In the event the Conditions Precedent are not met, the Proposed Acquisition will not be completed, which will result in the failure of the Group to achieve the objectives and benefits of the Proposed Acquisition, as disclosed in Section 4 of this Circular. Nevertheless, the Company shall endeavor to ensure that the Conditions Precedent are fully met to ensure the completion of the Proposed Acquisition.

4.5.5 Economic and Political Considerations The Group’s future growth and profitability depends largely on the economic and political conditions in Malaysia. Factors that could adversely affect the successful development of the land include, but are not limited to changes in interest rates, inflation, economic growth, taxation, accounting policies, regulations, government policies and political stability. Any adverse changes in these conditions, such as a prolonged economic downturn, could have a negative effect on the property development industry, which the Group operates in. While the Group practices prudent financial risk management and efficient operating procedures, there is no assurance that adverse economic and political developments, which are beyond the control of the Group, will not materially affect the Group.

Comments: The relatively strategic location of the Property mitigates the level of risk in terms of the take-up of the units under the proposed development. In this regard, MPB has demonstrated a track record in successfully undertaking developments such as the Metro Prima development in Kepong, Kuala Lumpur and the Avare in the Kuala Lumpur city centre.

4.6 Industry overview and prospects The industry overview and prospects as extracted from Section 5 of Part A of the Circular are as follows:- Outlook of the Malaysian and Global Economy “Latest developments show that the impact of the global financial crisis on the global economy is far broader and more severe than earlier anticipated. Its depth and contagion across the global economy was unprecedented with several of the large industrial countries and a number of the regional economies having slipped into recession. While global efforts have been intensified to counter the effects of the slowdown, risks remain on the downside and recovery is likely to be slow and protracted. Under these circumstances, the Asian economies have been adversely affected. The impact is already evident in export performance of several of the regional countries. Being an integral part of the global economy, Malaysia has already felt the impact of the global slowdown. As exports declined, growth has increasingly relied on domestic demand, particularly private consumption and government spending. Continued access to financing, high savings and lower inflation would continue to lend support to the economy during this challenging period. The timely implementation of the fiscal stimulus and providing the necessary policy support to strengthen the domestic sources of growth will also be vital to supporting the overall growth. Bank Negara Malaysia also reduced the OPR by 75 basis points to 2.5% on 22 January 2009 and the Statutory Reserve Requirement (SRR) by 150 basis points to 2% effective 1 February 2009. On 24 February 2009, the OPR was reduced to 2%, while the SRR was reduced further to 1%.

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The Bank’s efforts will continue to focus on ensuring access to credit. On 23 January 2009, Bank Negara Malaysia announced the establishment of the RM2 billion SME Assistance Guarantee Scheme. (Source: Bank Negara Malaysia’s Economic and Financial Developments in Malaysia in the Fourth Quarter of 2008, dated 27 February 2009)” Outlook of the Malaysian Property Market “The Malaysian property market grew in the first three quarters, in line with the sustained GDP growths but declined in the last quarter of 2008. Nevertheless, on the whole, the country’s property market remained on a favourable track supported by the confidence in the stability of the Malaysian economy. The property market recorded lower number in sales of newly launched housing units, and increased number and value of overhangs. Property supply responded swiftly, witnessed in dwindling construction activities; starts, completions and new building plan approvals. The Malaysian economy is expected to progressively feel the shock from the slowing global economy through trade and investment linkages. Even though the Malaysian economy is backed (by) strong fundamentals, most economists believe that the economy is not going to be insulated from the global downturn. The government continues to support the economy. The RM7 billion stimulus package, which was unveiled in November 2008, is to avoid a possible recession in 2009. The basic thrust is to stimulate domestic demand and retain the maximum workforce in gainful employment. The residential sector is expected to gain from several measures under the Budget 2009. The low-cost house buyers are given full stamp duty exemption whilst medium range property purchasers are to benefit from the 50.0% stamp duty exemption for houses priced up to RM250,000. To further lessen the burden of home ownership, the Government further proposed that the 50.0% exemption be extended to loan agreements. For the civil servants, tenure for housing loan facility has been extended to 30 years from 25 years. For those without fixed income, an additional RM100 million has been injected into the Housing Credit Guarantee Scheme (SJKP) to assist house purchase. The Malaysia My Second Home (“MM2H”) Programme has positive tangible impacts across most property sub-sectors and encourages the inflow of FDI. In January 2009, the programme will be repackaged to allow participants to work in critical sectors i.e. health, biotechnology, science, engineering and oil and gas industry for 20 hours per week. Apart from that, they are allowed to do business and invest. To make MM2H more appealing, foreign citizens may apply to participate in (the) MM2H programme directly. On the development side, the government plans to release prime government lands in strategic areas in Klang Valley for joint venture developments with the private sector and Government Link Companies. To date, property market players are still waiting for further information to surface from the authorities. There is no doubt that these lands have the potential to be developed to international standards and design that could entice foreign funds to invest. On the whole, the property market look(s) set on the path of moderation in 2009 with prices and rentals correcting, and construction activities easing slightly. However, it is unlikely that prices and rentals will plunge in the coming year.

(Source: Press release – National Property Information Centre, Valuation & Property Services Department, Ministry of Finance Malaysia, dated 21 April 2009)”

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Prospects of the Property “Notwithstanding the negative outlook of the Malaysian and global economy in the near term, the Board is of the opinion that it is now presented with an opportunity to acquire a strategically located land which will allow the Company to carry out its proposed development plans. The Property forms part of the Scheme, a fairly large private housing development scheme which lies off the north-east side of Lebuhraya Bukit Jalil. It is set in a neighbourhood which is already largely developed and forms one of the popular residential areas outside the city centre of Kuala Lumpur. Significantly over the past few years, the pace of development within this neighbourhood has accelerated due to the surge in demand for housing by the public and the growing popularity of the neighbourhood. This trend is expected to continue as the neighbourhood possesses many attractions such as its close proximity and good access to the city centre of Kuala Lumpur, availability of public conveniences such as schools and local shops, as well as adequate infrastructural facilities. Along with all the surrounding housing estates, and with a large content of terrace units complemented by exclusive low-density developments, this neighbourhood is expected to be a future affluent and prestigious southern residential suburb of Kuala Lumpur. Furthermore, in view of the strategic location of the Property, the Board envisages that the prospect of the Property for the proposed development plans, as disclosed in Section 4 of this Circular, is favourable.”

Comments: Based on the current economic condition, Malaysia is facing significant challenges. However, from a macro point of view, the Budget 2008 incentive and measures such as the abolishment of the Real Property Gains Tax, the monthly withdrawal of the Employee Providence Fund for housing purposes and the RM50 million fund to guarantee housing loans for buyers with no fixed income is expected to energise the real estate market and help sustain economic growth. The RM7 billion stimulus package and the RM60 billion mini-budget announcements in late 2008 and 2009 is expected to help counter the economic slowdown in Malaysia. The abolishment of the import duties for cement, long iron and steel products for the construction industry is expected to stimulate further the property development and construction activities. In addition, foreign individuals and entities are now allowed to buy commercial real estate worth RM500,000 and above for their own use without having to obtain the Foreign Investment Committee approval which should encourage foreign direct investments into the country. Bank Negara Malaysia had also reduced the overnight policy rate to 2% on 24 February 2009 which had resulted in a reduction in the base lending rate of the local banks. These would lower the cost of funding and is expected in turn to spur the sale of properties. MPB’s proposed development of the Property will cater to middle-to-high income residents. With the right design and affordable prices, the proposed development of the Property is expected to be able to attract buyers given its strategic location.

5. FURTHER INFORMATION Please refer to the appendices to the Circular for further information.

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6. OUR CONCLUSION AND RECOMMENDATION We have assessed and evaluated the Proposed Acquisition after taking into consideration the various factors, as discussed in Section 4 of this IAL. In arriving at our opinion, we have considered the following: (1) that the Proposed Acquisition is in-line with MPB’s business strategy of developing

pocket sized developments in good locations within a short turnaround time. (2) that the Property is strategically located within an established development area with

accessibility to basic facilities and infrastructures.

(3) that the Property is already converted for residential use and does not require substantial infrastructure and clearing works.

(4) that the Purchase Price of RM19,408,370.57 has been derived based on generally

acceptable valuation methodology and assumptions adopted to appraise the market value of the Property that are deemed reasonable.

(5) that the Purchase Price is within the range of transacted prices of the comparable

property transactions stated in Section 4.3(b) of this IAL. The slight premium of 2.15% is considered acceptable in view of the strategic location of the Property within the township of Bandar Bukit Jalil near to various facilities as well as the proposed relocation of the new Lai Meng School adjoining to the Property which may increase the attractiveness of the proposed residential units.

(6) that the Proposed Acquisition may enhance MPB’s future revenue and earnings. Premised on the foregoing, we are of the opinion that the Proposed Acquisition is fair and reasonable and not detrimental to the Non-Interested Shareholders. Accordingly, we recommend that the Non-Interested Shareholders vote in favour of the resolution pertaining to the Proposed Acquisition to be tabled at the forthcoming EGM of MPB.

Yours faithfully AFFIN INVESTMENT BANK BERHAD Johan Hashim Fatma Habiah Senior Vice President / Head Vice President Corporate Finance Corporate Finance

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