UEM SUNRISE BERHAD

(830144-W)

TERMS OF REFERENCE OF THE

BOARD TENDER COMMITTEE

2

BOARD TENDER COMMITTEE (BTC) FOR UEM SUNRISE BERHAD

TERMS OF REFERENCE 1.0 DEFINITION AND INTERPRETATION 1.1 In these Terms of Reference, where the context so admits the following

expressions shall have the following meanings:-

"Board" The Board of Directors of UEM Sunrise Berhad;

"BTC" or “Committee” Board Tender Committee;

"MTC” Management Tender Committee;

"UEMS" or "Company"

UEM Sunrise Berhad (830144-W);

“UEMS Group” UEM Sunrise Berhad and its subsidiaries. 2.0 OBJECTIVES OF THE COMMITTEE The objective of the Committee is to reinforce corporate governance, integrity

and transparency in the procurement process and contract management. 3.0 COMPOSITION OF MEMBERS OF BTC 3.1 The BTC shall be appointed by the Board from amongst their numbers, which

fulfils the following requirements:-

x The Committee must comprise of at least three (3) members x No alternate director shall be appointed as a member of the Committee x The members shall elect a Chairman from amongst themselves

3.2 Members of the BTC may relinquish their membership in the BTC with prior

written notice to the Secretaries and may continue to serve as Directors of the Company.

3.3 All members of the BTC, including Chairman, will hold office only so long as

they serve as Directors of the Company. 3.4 The Company Secretaries of the Company and/or their representatives shall

be the Secretaries for the BTC.

3

4.0 FUNCTIONS AND RESPONSIBILITIES OF BTC 4.1 To approve the List of Tenderers for Projects/Construction contracts of more

than RM200 million per transaction, in line with UEMS’ Discretionary Authority Limits (DAL) requirements.

4.2 To approve the award of all Projects/Construction contracts in line with UEMS’ DAL requirements, and to notify the Board of its decisions. Notwithstanding the foregoing, the BTC may, on its own account, decide to raise any proposed award of Projects/Construction contracts to the Board for the Board’s approval.

4.3 To approve the provisional variation orders or variation orders (including cumulative variation orders) of up to RM20 million if cumulative variation order is within 10% of the contract sum or up to RM10 million if cumulative variation order exceeds 10% of the contract sum, in line with UEMS’ DAL requirements.

4.4 To report to the Board the approved variation orders, in line with UEMS’ DAL

requirements.

4.5 To approve the finalization of contract of more than RM100 million (per contract) within the approved contract terms and approved variation orders, in line with UEMS’ DAL requirements.

4.6 To recommend to the Board for approval on the finalization of contract not within the approved contract terms and approved variation orders, in line with UEMS’ DAL requirements.

4.7 To approve the termination of contracts with contractors or sub-contractors of above RM25 million and to up RM50 million.

5.0 REPORTING LINE, FREQUENCY OF MEETINGS AND ADMINISTRATION

PROCEDURES 5.1 The BTC shall report directly to the Board of Directors pertaining to the

Company’s tendering and procurement initiatives. 5.2 The BTC will meet on an as and when required basis and at the discretion of

the BTC Chairman. 5.3 The quorum for each meeting shall consist of at least 2 members. 5.4 The Chairman may appoint any Committee member as an alternate to chair

the meeting. 5.5 The BTC’s decision shall be based on the majority decision of the Committee

as a whole, whilst dissenting views must be received and documented.

4

5.6 Should there be a split in the overall votes, the BTC Chairman shall have the casting vote.

5.7 The attendance at any particular BTC meeting by employees and invitees of

the Company shall be at the Committee’s invitation and discretion. 5.8 Minutes of each meeting shall be kept as part of the statutory records of the

Company upon adoption by the BTC. 5.9 A resolution in writing signed and approved by all the BTC members who may

at the time be present in Malaysia and who are sufficient to form a quorum, shall be valid and effectual as if it had been passed at a meeting of the BTC duly called and constituted. All such resolution shall be forwarded or otherwise delivered to the Secretaries of the BTC without delay and shall be recorded by him in the Company’s Minute Book. Any such resolution may consist of several documents in like form each signed by one or more BTC members.

5.10 A meeting of the BTC may be held by means of telephone, video conference

or telephone conference or other telecommunication facilities, which permits all persons participating in the meeting to communicate with each other. A person so participating shall be deemed to be present in person at such meeting and shall be counted in a quorum and be entitled to vote.

5.11 The BTC shall not have the absolute decision to overrule any recommendation

made by the MTC for the award of any tender. In case of the recommendation being rejected at the BTC level, the proposal must be returned to the MTC for further re-evaluation.

5.12 Notice to convene the BTC meeting shall not be less than three (3) working days and the agenda is to be circulated together with the notice.

5.13 The BTC shall be empowered to review the Terms of Reference of the BTC

from time to time as they see fit.